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City Clerk Document No.
City Council Meeting Date:
CITY OF CHANDLER PURCHASE AGREEMENT
FIRE DEPARTMENT UNIFORMS
CITY OF CHANDLER AGREEMENT NO. FD5-200-4935
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and UNIE, an Arizona Limited Liability Company (LLC)
(Contractor), (City and Contractor may individually be referred to as Party and collectively referred
to as Parties), made
, 2025 (Effective Date).
RECITALS
A. City proposes to purchase of Fire Department Uniforms as more fully described in Exhibit A,
which is attached to and made a part of this Agreement by this reference.
B. Contractor is ready, willing, and able to provide the goods or services described in Exhibit A for
the compensation and fees set forth and as described in Exhibit B, which is attached to and made
a part of this Agreement by this reference.
C. City desires to contract with the Contractor to provide these goods or services under the terms
and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Contractor agree as follows:
SECTION I: DEFINITIONS
For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
Contractor means the individual, partnership, orcorporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement
SECTION II: CONTRACTOR’S SERVICES
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Contractor must perform in accordance with Exhibit A to the City’s satisfaction within the terms and
conditions of this Agreement and within the care and skill that a person who provides similar goods
services in Chandler, Arizona exercises under similar conditions. All goods or services furnished by
Contractor under this Agreement must be performed in a skilled and workmanlike manner. Unless
authorized by the City in writing, all fixtures, furnishings, and equipment furnished by Contractor as
part of the goods or services under this Agreement must be new, or the latest model, and of the
most suitable grade and quality for the intended purpose of the goods or services.
SECTION III: PERIOD OF SERVICE
Contractor must perform in accordance with Exhibit A for the term of this Agreement.
The initial term of the Agreement is 19 months, and begins on January 5, 2026 and ends on July
31, 2027 unless sooner terminated in accordance with this Agreement. The City and the Contractor
may mutually agree to extend the Agreement for up to 4 additional terms of 1 year (s) each, or
portions thereof. The City reserves the right, at its sole discretion, to extend the Agreement for up
to 60 days beyond the expiration of any extension term.
SECTION lV: PAYMENT OF COMPENSATION AND FEES
4.1 Unless amended in writing by the Parties, Contractor's compensation and fees as more fully
described in Exhibit B for performance approved and accepted by the City under this Agreement
must not exceed $600,000. Contractor must submit requests for payment for goods or services
approved and accepted during the previous billing period and must include, as applicable, detailed
invoices and receipts, a narrative description of the tasks accomplished during the billing period, a
list of any deliverables submitted, and any subcontractor’s or supplier’s actual requests for payment
plus similar narrative and listing of their work. Payment for those goods or services negotiated as a
lump sum will be made in accordance with the percentage of the goods furnished or services
completed during the preceding billing period. Goods or services negotiated as a not-to-exceed fee
will be paid in accordance with the goods furnished or services completed during the preceding
month. All requests for payment must be submitted to the City for review and approval. The City
will make payment for approved and accepted goods or services within 30 days of the City’s receipt
of the request for payment.
4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all applicable
state and local transaction privilege taxes. To the extent any state and local transaction privilege
taxes apply to sales made under the terms of this Agreement, it is the responsibility of the
Contractor to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.
4.3 Tax Indemnification. The Contractor and all subcontractors will pay all Federal, state, and local
taxes applicable to its operation and any persons employed by the Contractor. The Contractor will
and require all subcontractors to hold the City harmless from any responsibility for taxes, damages,
and interest, if applicable, contributions required under Federal, state, and local laws and
regulations and any other costs including transaction privilege taxes, unemployment compensation
insurance, Social Security, and Worker’s Compensation.
4.4 All prices offered herein shall be firm against any increase for the initial term of the Agreement.
Prior to commencement of subsequent renewal terms, the City may approve a fully documented
request for a price adjustment. The City shall determine whether any requested price increases for
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extension terms is acceptable to the City. If the City approves the price increase, the price shall
remain firm for the renewal term for which it was requested. If a price increase is agreed upon by
the Parties a written Agreement Amendment shall be approved and executed by the Parties.
SECTION V: GENERAL CONDITIONS
5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the goods or
services under this Agreement. The City, its authorized representative, or any federal agency,
reserves the right to audit Contractor's records to verify the accuracy and appropriateness of all
cost and pricing data, including data used to negotiate this Agreement and any amendments. The
City reserves the right to decrease the total amount of Agreement price or payments made under
this Agreement or request reimbursement from the Contractor following final contract payment on
this Agreement if, upon audit of the Contractor's records, the audit discloses the Contractor has
provided false, misleading, or inaccurate cost and pricing data. The Contractor will include a similar
provision in all of its contracts with subcontractors providing goods or services under the
Agreement Documents to ensure that the City, its authorized representative, or the appropriate
federal agency, has access to the subcontractors’ records to verify the accuracy of all cost and pricing
data. The City reserves the right to decrease Contract price or payments made on this Agreement
or request reimbursement from the Contractor following final payment on this Agreement if the
above provision is not included in subcontractor agreements, and one or more subcontractors
refuse to allow the City to audit their records to verify the accuracy and appropriateness of all cost
and pricing data. If, following an audit of this Agreement, the audit discloses the Contractor has
provided false, misleading, or inaccurate cost and pricing data, and the cost discrepancies exceed
1% of the total Agreement billings, the Contractor will be liable for reimbursement of the
reasonable, actual cost of the audit.
5.2 Alteration in Character of Work. Whenever an alteration in the character of work results in a
substantial change in this Agreement, thereby materially increasing or decreasing the scope of
work, cost of goods, cost of performance, or Project schedule, the goods or services will be
performed as directed by the City. However, before any modified work is started, a written
amendment must be approved and executed by the City and the Contractor. Such amendment
must not be effective until approved by the City. Additions to, modifications, or deletions from this
Agreement as provided herein may be made, and the compensation to be paid to the Contractor
may accordingly be adjusted by mutual agreement of the Parties. It is distinctly understood and
agreed that no claim for extra work done or materials furnished by the Contractor will be allowed
by the City except as provided herein, nor must the Contractor do any work or furnish any materials
not covered by this Agreement unless such work is first authorized in writing. Any such work or
materials furnished by the Contractor without prior written authorization will be at Contractor's
own risk, cost, and expense, and Contractor hereby agrees that without written authorization
Contractor will make no claim for compensation for such work or materials furnished.
5.3 Termination for Convenience. The City and the Contractor hereby agree to the full
performance of the covenants contained herein, except that the City reserves the right, at its
discretion and without cause, to terminate or abandon any purchase or service provided for in
this Agreement, or abandon any portion of the Project for which the Contractor has performed.
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In the event the City abandons or suspends the purchase or services, or any part of the
purchase or services as provided in this Agreement, the City will notify the Contractor in writing
and immediately after receiving such notice, the Contractor must discontinue advancing the
work specified under this Agreement. Upon such termination, abandonment, or suspension,
the Contractor must deliver to the City all drawings, plans, specifications, special provisions,
estimates and other work entirely or partially completed, together with all unused materials
supplied by the City. The Contractor must appraise the goods or services Contractor has
completed and submit Contractor's appraisal to the City for evaluation. The City may inspect
the Contractor's goods or services to appraise the status completed. The Contractor will receive
compensation in full for goods provided or services performed to the date of such termination.
The fee will be paid in accordance with Section IV of this Agreement, and as mutually agreed
upon by the Contractor and the City. If there is no mutual agreement on payment, the final
determination will be made in accordance with the Disputes provision in this Agreement.
However, in no event may the payment exceed the payment set forth in this Agreement nor as
amended in accordance with Alteration in Character of Work. The City will make the final
payment within 60 days after the Contractor has delivered the last of the partially completed
items and the Parties agree on the final payment. If the City is found to have improperly
terminated the Agreement for cause or default, the termination will be converted to a
termination for convenience in accordance with the provisions of this Agreement.
5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence
of any one or more of the following events: in the event that (a) the Contractor fails to perform
pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c)
the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is
appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to
take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the
Contractor disregards laws, ordinances, rules, regulations or orders of any public body having
jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement
has been so terminated by City, the termination will not affect any rights of City against Contractor
then existing or which may thereafter accrue.
5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold
harmless the City and its officers, officials, agents and employees (lndemnitee) from any and
all claims, actions, liabilities, damages, losses or expenses (including court costs, attorneys' fees
and costs of claim processing, investigation and litigation) (Claims) caused or alleged to be
caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or omissions of
the Contractor or any of its owners, officers, directors, agents, employees, or subcontractors in
connection with this Agreement. This indemnity includes any claim or amount arising out of or
recovered under workers' compensation law or on account of the failure of the Contractor to
conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.
The Contractor must indemnify lndemnitee from and against any and all Claims, except those
arising solely from lndemnitee's own negligent or willful acts or omissions. The Contractor is
responsible for primary loss investigation, defense and judgment costs where this
indemnification applies. In consideration of the award of this Agreement, the Contractor agrees
to waive all rights of subrogation against lndemnitee for losses arising from or related to this
Agreement. The obligations of the Contractor under this provision survive the termination or
expiration of this Agreement.
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5.6 Insurance Requirements. Contractor must procure insurance under the terms and
conditions and for the amounts of coverage set forth in Exhibit C against claims that may arise
from or relate to performance of the work under this Agreement by Contractor and its agents,
representatives, employees, and subcontractors. Contractor and any subcontractors must
maintain this insurance until all of their obligations have been discharged, including any
warranty periods under this Agreement. These insurance requirements are minimum
requirements for this Agreement and in no way limit the indemnity covenants contained in this
Agreement. The City in no way warrants that the minimum limits stated in Exhibit C are
sufficient to protect the Contractor from liabilities that might arise out of the performance of
the work under this Agreement by the Contractor, the Contractor’s agents, representatives,
employees, or subcontractors. Contractor is free to purchase such additional insurance as may
be determined necessary.
5.7 Cooperation and Further Documentation. The Contractor agrees to provide the City such
other duly executed documents as may be reasonably requested by the City to implement the
intent of this Agreement.
5.8 Notices. Unless otherwise provided, notice under this Agreement must be in writing and
will be deemed to have been duly given and received either (a) on the date of service if
personally served on the party to whom notice is to be given, or (b) on the date notice is sent if
by electronic mail, or (c) on the third day after the date of the postmark of deposit by first class
United States mail, registered or certified, postage prepaid and properly addressed as follows:
For the City
For the Contractor
Name: Procurement Division Name: Thomas Williams
Title: Purchasing Officer Title: Founder
Address: 175 S. Arizona Ave Address: 565 E. Germann Rd, Ste 103
Chandler, AZ 85225 Gilbert, AZ 85297
Phone: (480) 752-2400 Phone: (480) 319-2800
Email: purchasing@chandleraz.gov Email: td@unie.com
5.9 Successors and Assigns. City and Contractor each bind itself, its partners, successors,
assigns, and legal representatives to the other party to this Agreement and to the partners,
successors, assigns, and legal representatives of such other party in respect to all covenants of
this Agreement. Neither the City nor the Contractor may assign, sublet, or transfer its interest
in this Agreement without the written consent of the other party. In no event may any
contractual relation be created between any third party and the City.
5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties
required not disposed of by agreement between the Contractor and the City, the final
determination at the administrative level will be made by the City Purchasing and Materials
Manager.
5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for
the completeness and accuracy of Contractor's services, data, and other work prepared or
compiled under Contractor's obligation under this Agreement and must correct, at Contractor's
expense, all willful or negligent errors, omissions, or acts that may be discovered. The fact that
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the City has accepted or approved the Contractor's work will in no way relieve the Contractor
of any of Contractor's responsibilities.
5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's
payments up to the amount equal to the claims the City may have against the Contractor until
such time that a settlement on those claims has been reached.
5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by the City under the provisions of Section 38-511, Arizona Revised Statutes
(A.R.S.).
5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to direct
the Contractor as to the details of accomplishing the work or to exercise a measure of control
over the work means that the Contractor must follow the wishes of the City as to the results of
the work only. These results must comply with all applicable laws and ordinances.
5.15 Project Staffing. Prior to the start of any work under this Agreement, the Contractor must
assign to the City the key personnel that will be involved in furnishing goods or performing
services prescribed in the Agreement. The City may acknowledge its acceptance of such
personnel to furnish goods or perform services under this Agreement. At any time hereafter
that the Contractor desires to change key personnel while performing under the Agreement,
the Contractor must submit the qualifications of the new personnel to the City for prior
approval. The Contractor will maintain an adequate and competent staff of qualified persons,
as may be determined by the City, throughout the performance of this Agreement to ensure
acceptable and timely completion of the Scope of Work. If the City objects, with reasonable
cause, to any of the Contractor's staff, the Contractor must take prompt corrective action
acceptable to the City and, if required, remove such personnel from the Project and replace
with new personnel agreed to by the City.
5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for
approval the names of subcontractors to be used under this Agreement. Any subsequent
changes are subject to the City’s written prior approval.
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
required under this Agreement by reason of acts of God or other cause beyond the control and
without fault of the Party (financial inability excepted), performance of that act may be excused,
but only for the period of the delay, if the Party provides written notice to the other Party within
ten days of such act. The time for performance of the act may be extended for a period
equivalent to the period of delay from the date written notice is received by the other Party.
5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply with
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the
Drug Free Workplace Act of 1989. All services performed by Contractor must also comply with
all applicable City of Chandler codes, ordinances, and requirements. Contractor agrees to
permit the City to verify Contractor’s compliance.
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5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor is
not currently engaged in, and agrees for the duration of the Agreement, not to engage in a
boycott of Israel as defined by state statute.
5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract
to any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A).
Therefore, Contractor agrees Contractor and each subcontractor it uses warrants their
compliance with all federal immigration laws and regulations that relate to their employees
and their compliance with§ 23-214, subsection A. A breach of this warranty will be deemed a
material breach of the Agreement and may be subject to penalties up to and including
termination of the Agreement. City retains the legal right to inspect the papers of any
Contractor’s or subcontractor’s employee who provides goods or services under this
Agreement to ensure that the Contractor and subcontractors comply with the warranty under
this provision.
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding
a contract to any natural person who cannot establish that such person is lawfully present in
the United States. To establish lawful presence, a person must produce qualifying identification
and sign a City-provided affidavit affirming that the identification provided is genuine. This
requirement will be imposed at the time of contract award. This requirement does not apply
to business organizations such as corporations, partnerships, or limited liability companies.
5.22 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor
certifies and agrees Contractor does not currently use and will not use for the term of this
Agreement: (i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China.
5.23 Covenant Against Contingent Fees. Contractor warrants that no person has been
employed or retained to solicit or secure this Agreement upon an agreement or understanding
for a commission, percentage, brokerage, or contingent fee, and that no member of the
Chandler City Council, or any City employee has any interest, financially, or otherwise, in
Contractor’s firm. For breach or violation of this warrant, the City may annul this Agreement
without liability or, at its discretion, to deduct from the Agreement price or consideration, the
full amount of such commission, percentage, brokerage, or contingent fee.
5.24 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must
not be construed to be a waiver of such provisions, nor must it affect the validity of this
Agreement or any part thereof, or the right of either Party to thereafter enforce each and every
provision.
5.25 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this
Section, of any work or services performed by the Contractor for third parties that may involve
or be associated with any real property or personal property owned or leased by the City. Such
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notice must be given seven business days prior to commencement of the services by the
Contractor for a third party, or seven business days prior to an adverse action as defined below.
Written notice and disclosure must be sent to the City’s Purchasing and Materials Manager. An
adverse action under this Agreement includes, but is not limited to: (a) using data as defined in
the Agreement acquired in connection with this Agreement to assist a third party in pursuing
administrative or judicial action against the City; or (b) testifying or providing evidence on behalf
of any person in connection with an administrative or judicial action against the City; or (c) using
data to produce income for the Contractor or its employees independently of performing the
services under this Agreement, without the prior written consent of the City. Contractor
represents that except for those persons, entities, and projects identified to the City, the
services performed by the Contractor under this Agreement are not expected to create an
interest with any person, entity, or third party project that is or may be adverse to the City’s
interests. Contractor's failure to provide a written notice and disclosure of the information as
set forth in this Section constitute a material breach of this Agreement.
5.26 Data Confidentiality and Data Security. As used in the Agreement, data means all
information, whether written or verbal, including plans, photographs, studies, investigations, audits,
analyses, samples, reports, calculations, internal memos, meeting minutes, data field notes, work
product, proposals, correspondence and any other similar documents or information prepared by,
obtained by, or transmitted to the Contractor or its subcontractors in the performance of this
Agreement. The Parties agree that all data, regardless of form, including originals, images, and
reproductions, prepared by, obtained by, or transmitted to the Contractor or its subcontractors in
connection with the Contractor's or its subcontractor’s performance of this Agreement is
confidential and proprietary information belonging to the City. Except as specifically provided in this
Agreement, Contractor or its subcontractors must not divulge data to any third party without the
City’s prior written consent. Contractor or its subcontractors must not use the data for any purposes
except to perform the services required under this Agreement. These prohibitions do not apply to
the following data provided to the Contractor or its subcontractors have first given the required
notice to the City: (a) data which was known to the Contractor or its subcontractors prior to its
performance under this Agreement unless such data was acquired in connection with work
performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its
performance under this Agreement and which was disclosed to the Contractor or its subcontractors
by a third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had
the legal right to make such disclosure and the Contractor or its subcontractors are not otherwise
required to hold such data in confidence; or (c) data which is required to be disclosed by virtue of
law, regulation, or court order, to which the Contractor or its subcontractors are subject. In the event
the Contractor or its subcontractors are required or requested to disclose data to a third party, or
any other information to which the Contractor or its subcontractors became privy as a result of any
other contract with the City, the Contractor must first notify the City as set forth in this Section of
the request or demand for the data. The Contractor or its subcontractors must give the City
sufficient facts so that the City can be given an opportunity to first give its consent or take such
action that the City may deem appropriate to protect such data or other information from
disclosure. Unless prohibited by law, within ten calendar days after completion or termination of
services under this Agreement, the Contractor or its subcontractors must promptly deliver, as set
forth in this Section, a copy of all data to the City. All data must continue to be subject to the
confidentiality agreements of this Agreement. Contractor or its subcontractors assume all liability
to maintain the confidentiality of the data in its possession and agrees to compensate the City if any
of the provisions of this Section are violated by the Contractor, its employees, agents or
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subcontractors. Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this
Section must be deemed to cause irreparable harm that justifies injunctive relief in court. Contractor
agrees that the requirements of this Section must be incorporated into all subcontracts entered
into by Contractor. A violation of this Section may result in immediate termination of this Agreement
without notice.
5.27 Personal Identifying Information-Data Security. Personal identifying information, financial
account information, or restricted City information, whether electronic format or hard copy,
must be secured and protected at all times by Contractor and any of its subcontractors. At a
minimum, Contractor must encrypt or password-protect electronic files. This includes data
saved to laptop computers, computerized devices, or removable storage devices. When
personal identifying information, financial account information, or restricted City information,
regardless of its format, is no longer necessary, the information must be redacted or destroyed
through appropriate and secure methods that ensure the information cannot be viewed,
accessed, or reconstructed. In the event that data collected or obtained by Contractor or its
subcontractors in connection with this Agreement is believed to have been compromised,
Contractor or its subcontractors must immediately notify the City contact. Contractor agrees
to reimburse the City for any costs incurred by the City to investigate potential breaches of this
data and, where applicable, the cost of notifying individuals who may be impacted by the
breach. Contractor agrees that the requirements of this Section must be incorporated into all
subcontracts entered into by Contractor. It is further agreed that a violation of this Section must
be deemed to cause irreparable harm that justifies injunctive relief in court. A violation of this
Section may result in immediate termination of this Agreement without notice. The obligations
of Contractor or its subcontractors under this Section must survive the termination of this
Agreement.
5.28 Jurisdiction and Venue. This Agreement is made under, and must be construed in
accordance with and governed by the laws of the State of Arizona without regard to the
conflicts or choice of law provisions thereof. Any action to enforce any provision of this
Agreement or to obtain any remedy with respect hereto must be brought in the courts located
in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and irrevocably
consents to the jurisdiction and venue of such court.
5.29 Survival. All warranties, representations, and indemnifications by the Contractor must
survive the completion or termination of this Agreement.
5.30 Modification. Except as expressly provided herein to the contrary, no supplement,
modification, or amendment of any term of this Agreement will be deemed binding or effective
unless in writing and signed by the Parties.
5.31 Severability. If any provision of this Agreement or the application to any person or
circumstance may be invalid, illegal or unenforceable to any extent, the remainder of this
Agreement and the application will not be affected and will be enforceable to the fullest extent
permitted by law.
5.32 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject matter
is merged and superseded.
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5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this
Agreement is hereby expressly made of the essence.
5.34 Date of Performance. If the date of performance of any obligation or the last day of any
time period provided for should fall on a Saturday, Sunday, or holiday for the City, the
obligation will be due and owing, and the time period will expire, on the first day after which is
not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this
Agreement, any performance provided for herein will be timely made if completed no later
than 5:00 p.m. (Chandler time) on the day of performance.
5.35 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights
or benefits in the Agreement to anyone other than the City and the Contractor, and all duties
and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of City and the Contractor and not for the benefit of any other party.
5.36 Conflict in Language. All work performed must conform to all applicable City of Chandler
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in
interpretation between provisions in this Agreement and those in the Exhibits, the provisions
in this Agreement prevail.
5.37 Document/Information Release. Documents and materials released to the Contractor,
which are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the services
under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication
in any manner is prohibited without the City’s prior written approval. The document/material
must be kept secure at all times. This directive applies to all City documents, whether in
photographic, printed, or electronic data format.
5.38 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:
Exhibit A - Project Description/Scope of Work
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions
5.39 Special Conditions. As part of the goods furnished or the services Contractor provides
under this Agreement, Contractor agrees to comply with and fully perform the special terms
and conditions set forth in Exhibit D, which is attached to and made a part of this Agreement.
5.40 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of
the Contractor, this Agreement may be extended for use by other municipalities, school
districts and government agencies of the State. Any such usage by other entities must be in
accordance with the ordinance, charter and/or procurement rules and regulations of the
respective political entity.
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If required to provide services on a school district property at least five times during a month,
Contractor will submit a full set of fingerprints to the school of each person or employee who
may provide such service. The District will conduct a fingerprint check in accordance with A.R.S.
41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their
employees for which fingerprints are submitted to the District. Additionally, the Contractor will
comply with the governing body fingerprinting policies of each individual school district/public
entity. Contractor, sub-contractors, vendors and their employees will not provide services on
school district properties until authorized by the District.
Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City will not be responsible for any disputes arising out of transactions made by
other agencies who utilize this Agreement.
5.41 Reserved.
5.42 Licenses and Permits. Beginning with the Effective Date and for the full term of this
Agreement, Contractor must maintain all applicable City, state, and federal licenses and
permits required to fully perform Contractor’s services under this Agreement.
5.43 Warranties. Unless otherwise provided in Exhibit D, the Contractor must furnish a one-
year warranty on all work and services performed under this Agreement. Contractor must
furnish, or cause to be furnished, a two-year warranty on all fixtures, furnishings, and
equipment furnished by Contractor, subcontractors, or suppliers under this Agreement. Any
defects in design, workmanship, or materials that do not comply with this Agreement must be
corrected by Contractor (including, but not limited to, all parts and labor) at Contractor’s sole
cost and expense. All written warranties and redlines for as-built conditions must be delivered
to the City on or before the City’s final acceptance of Contractor’s services under this
Agreement.
5.44 Liens. The Contractor warrants that the materials supplied under this Agreement are free of
liens and will remain free of liens.
5.45 Quality. Unless otherwise modified elsewhere in these terms and conditions, the Contractor
warrants that, for one year after acceptance by the City of the materials, they will be (a) of a quality
to pass without objection in the trade under the Agreement description, (b) fit for the intended
purposes for which the materials are used, (c) within the variations permitted by the Agreement
and are of even kind, quantity, and quality within each unit and among all units, (d) adequately
contained, packaged and marked as the Agreement may require, and (e) conform to the
Contractor’s written promises or affirmations of fact.
5.46 Fitness. The Contractor warrants that any material supplied to City will fully conform to all
requirements of the Agreement and all the Contractor’s representations, and will be fit for all
purposes and uses required by the Agreement.
5.47 Inspection/Testing. The warranties set forth in the Agreement are not affected by the City’s
inspection or testing of or payment for the materials by the City.
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5.48 Packing and Shipping. The Contractor will be responsible for industry standard packing, which
conforms to requirements of carrier’s tariffs and Interstate Commerce Commission (ICC)
regulations. Containers must be clearly marked as to lot number, destination, address, and
purchase order number.
5.49 Delivery. All prices are F.O.B. Destination and include all delivery and unloading at the specified
destinations. The Contractor will retain title and control of all goods until they are delivered and
accepted by the City. All risk of transportation and all related charges will be the responsibility of
the Contractor. All claims for visible or concealed damage will be filed by the Contractor. The City
will notify the Contractor promptly of any damaged goods and will assist the Contractor in arranging
for inspection.
5.50 Risk of Loss. The Contractor will bear all loss of conforming material covered under this
Agreement until received by authorized personnel at the location designated in the purchase order
or Agreement. Mere receipt does not constitute final acceptance. The risk of loss for
nonconforming materials will remain with the Contractor regardless of receipt.
5.51 Current Products. All products offered in response to this solicitation will be in current and
ongoing production; will have been formally announced for general marketing purposes; will be a
model or type currently functioning in a user (paying customer) environment and capable of
meeting or exceeding all specifications and requirements set forth in the City’s solicitation.
5.52 Annual Usage Report. Upon request, the Contractor will furnish to the City an annual usage
report delineating the acquisition activity governed by the Agreement. The format of the report will
be approved by the City and will disclose the quantity and the dollar value of each agreement item
by individual purchasing unit.
5.53 Catalogs/Agreement Price Listing. As applicable, the Contractor will furnish to all requesting
departments catalogs at no cost, which will outline agreement prices.
5.54 Emergency Purchases. City reserves the rights to purchase from other sources those
items, which are required on an emergency basis and cannot be supplied immediately by the
Contractor.
5.55 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of
Chandler. The City reserves the right to obtain like goods or services from another source when
necessary.
5.56 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date
and continue in full force and effect until it is terminated or expires in accordance with the
provisions of this Agreement. The Parties recognize that the continuation of this Agreement after
the close of the City's fiscal year, which ends on June 30 of each year, is subject to the City Council's
approval of a budget that includes an appropriation for this item as an expenditure. The City does
not represent that this budget item will be actually adopted. This determination is solely made by
the City Council at the time Council adopts the budget.
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This Agreement shall be in full force and effect only when it has been approved and executed
by the duly authorized City officials.
FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: Mayor
Its: _________________________________________
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
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EXHIBIT A TO AGREEMENT
SCOPE OF WORK
BACKGROUND AND OBJECTIVE
The City of Chandler is entering into a term contract for fire department uniforms. The Chandler Fire
Department (CFD) currently has 240 firefighters and 27 administrative/support fire personnel that require
uniforms.
Each sworn fire department employee and select support staff are provided with a clothing allowance of
$675 - $1000, depending on assignment, and remaining non-sworn fire department employees receive
$300 per year based on the Fiscal Year of July 1 through June 30. Authorized fire department employees
may purchase any combination of items covered under this contract. The City will pay for contract
purchases up to the allowance amount, including sales tax, per employee. The employee making the
purchase is responsible for payments that exceed the annual clothing allowance. All items purchased
under this contract will be charged the contract price, even items purchased that exceed the clothing
allowance. The City may make additional uniform and accessory purchases for volunteers, promotional
orders, or to support programs as needed. City staff will also place first issue uniform orders for new
employees and other one-off orders as needed.
Commonly ordered unfirms are listed in Exhibit B compensation and fees. Although commonly ordered
uniforms are identified, the list is not inclusive of all that may be ordered under the contract and as need
arises, additional product may be added or removed throughout the extension terms of the contract.
SCOPE OF SERVICES
Contractor shall supply the following services:
1. Uniform items in this contract are for use as public safety daily uniform wear and therefore should
be made of high-quality materials made to wear well while maintaining a professional appearance.
Articles shall not shrink, fade, or otherwise degrade in a premature period.
2. Shirts, outerwear, and other items with embellishments shall be manufactured to accept and retain
silk screening, embroidery, or other durable embellishment methods.
3. Measuring services at Chandler Fire facilities or Contractor’s facility for all authorized Chandler Fire
personnel, measuring location as determined by CFD staff.
4. All embellishments will be of the same design (color, size, format, etc.) unless specified otherwise
by Chandler Fire uniform personnel.
5. Installation of patches, hemming of pants and other minor alterations of garments as needed at no
additional charge. If contractor must outsource this, information of third-party vendor must be
submitted to the City.
6. Professional installation of patches and insignia on dress shirts & jackets (City to provide patches
for installation) as detailed by CFD uniform policy.
7. Chandler logos as necessary on garments at no additional charge. Silk-screens or equal shall be
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determined by the City. City will provide artwork for all required logos but will not pay for set-up
fees or artwork for silk-screens.
8. Embroider services on the front of shirts or outerwear with no billboard on the back and headwear.
City will provide artwork for all required logos but will not pay for set-up fees or artwork for
embroidery.
9. Order submittal and allowance tracking shall primarily be completed through an online
ordering/portal type system. Vendor portal shall be maintained to reflect currently approved
uniform items.
10. All uniforms shall be offered in men’s and women’s cut and sizes.
11. Contracted uniform items shall be sold at the contracted price regardless of ordering method or
payment method (i.e., online orders, phone orders, in-person, orders, on behalf of orders, and
allowance vs. personal pay purchases).
12. Contractor agrees to stock a range of sizes and quantities of the most purchased items. CFD staff
will work with Contractor to identify the items for local stock. Contractor should be open and
supportive of stocking CFD uniform items at the local storefront for quick turnaround times.
13. Orders shall not be held to meet minimum quantity requirements for ordering, embellishment, or
shipping. Items shall be fulfilled and shipped as quickly as possible after the item is ordered.
14. Orders for in-stock items shall be shipped within 14 calendar days from order placement on 90% of
CFD orders. This includes in-stock items that include embellishment. For items with unusual sizing,
orders shall be shipped within 30 calendar days from order placement on 90% of CFD orders.
a. Orders for out-of-stock items shall ship within 30 calendar days on 90% of CFD orders.
b. Contractor shall communicate with CFD uniform representative for orders that will
not meet the defined timelines.
c. Contractor agrees to provide monthly compliance reports for stated delivery
timelines.
15. CFD specific items shall only be available to authorized CFD staff. Items with the CFD
embellishments shall not be provided to or purchased by non-CFD approved individuals. CFD will
maintain an accurate list of approved staff.
16. Contractor shall maintain an assortment of common size sample products in store for CFD staff to
try on for fitment.
17. Only Chandler Fire Department approved uniform items are eligible for purchase using the
standard CFD uniform allowance. Approved items are listed in Exhibit B, and any new items formally
approved by Chandler Fire during the term of the contract shall automatically be included under
the allowance. Employees may still purchase non-approved items directly from the contractor using
personal funds.
18. Contactor shall provide a comprehensive ordering website within 30 days of contract award. The
system shall be a robust online ordering and program management tool that simplifies the buying
process for City of Chandler Fire Department employees and gives managers visibility and control
of the uniform procurement process.
19. Contractor shall maintain a dedicated account manager for CFD staff contacts. Additionally,
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contractor shall designate a customer service representative (preferably at the local storefront) to
handle day-to-day communications with CFD staff. The account manager and CSR should be
readily accessible by phone and email during normal business hours.
20. Contractor shall respond to CFD management inquiries or issues within 24 business hours.
21. Contractor shall provide quality control measures to ensure items are delivered in a timely and
accurate manner.
22. Contractor shall provide monthly report detailing order quantities, items, sizing, order history,
backorders, spend, delivery timeline compliance, etc. for the previous month by the 12th day of the
current month.
23. Contractor shall maintain a local facility for the full term of this contract. The facility must allow
employees to choose from the specified selection of uniforms contained within this contract and to
try on uniforms, place orders, receive alterations, and pick up orders. The store front shall be open
during routine business hours excluding holidays.
24. Contractor shall maintain a robust online uniform management system that serves both CFD users
and CFD admin/management staff. Current contract items and pricing shall be reflected on the
ordering site. A variety of CFD generated reports shall be available to department
admin/management staff.
25. Contractor shall offer a 30-day return policy. Up to a 25% restocking fee may apply for items
returned more than 30 days from item delivery and that are not embellished. Shipping will be paid
for by the customer or items can be returned to contractor’s facility to avoid return shipping fees If
the return is caused by a quality or production issue, then contractor will be responsible for both
the restocking and shipping fees. Items that are embellished cannot be returned unless the item
has a quality or production issue. Embellished items with quality or productions issues must be
returned within 30 days.
26. If a contract item is discontinued during the duration of the contract, Contractor will promptly alert
the department and suggest suitable alternatives. If an order is placed for a discontinued item,
Contractor will give the customer the option to refund the order or choose an approved alternative
in the same product category. Discontinued items will be removed from the ordering site within 24
hours of discovery of discontinued status from the manufacturer.
27. Orders shall be shipped directly to CFD staff or to CFD facilities, at the CFD member’s direction.
Every order that is shipped shall be assigned a tracking number that the customer can track. The
tracking number shall be emailed to the customer. CFD admin staff shall also have access to view
individual members’ orders and tracking status through the ordering site.
28. Warranty: Contractor shall provide a full product warranty per the manufacturer's guidelines.
29. CFD reserves the right to inspect the Contractor’s facility on a quarterly basis, or as otherwise
deemed necessary by CFD, to verify that operations, inventory, and overall performance are
maintained in accordance with the terms, conditions, and standards specified in this Contract. The
Contractor shall provide reasonable access to all areas, records, and materials necessary for such
inspections and shall cooperate fully with CFD representatives during the inspection process.
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EXHIBIT B TO AGREEMENT
COMPENSATION AND FEES
See attached incorporated in agreement.
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EXHIBIT C TO AGREEMENT
INSURANCE
General.
A.
At the same time as execution of this Agreement, the Contractor shall furnish the City a
certificate of insurance on a standard insurance industry ACORD form. The ACORD form
must be issued by an insurance company authorized to transact business in the State of
Arizona possessing a current A.M. Best, Inc. rating of A-7, or better and legally authorized to
do business in the State of Arizona with policies and forms satisfactory to City. Provided,
however, the A.M. Best rating requirement shall not be deemed to apply to required Workers’
Compensation coverage.
B.
The Contractor and any of its subcontractors shall procure and maintain, until all of their
obligations have been discharged, including any warranty periods under this Agreement are
satisfied, the insurances set forth below.
C.
The insurance requirements set forth below are minimum requirements for this Agreement
and in no way limit the indemnity covenants contained in this Agreement.
D.
The City in no way warrants that the minimum insurance limits contained in this Agreement
are sufficient to protect Contractor from liabilities that might arise out of the performance
of the Agreement services under this Agreement by Contractor, its agents, representatives,
employees, subcontractors, and the Contractor is free to purchase any additional insurance
as may be determined necessary.
E.
Failure to demand evidence of full compliance with the insurance requirements in this
Agreement or failure to identify any insurance deficiency will not relieve the Contractor from,
nor will it be considered a waiver of its obligation to maintain the required insurance at all
times during the performance of this Agreement.
F.
Use of Subcontractors: If any work is subcontracted in any way, the Contractor shall execute
a written contract with Subcontractor containing the same Indemnification Clause and
Insurance Requirements as the City requires of the Contractor in this Agreement. The
Contractor is responsible for executing the Agreement with the Subcontractor and obtaining
Certificates of Insurance and verifying the insurance requirements.
Minimum Scope and Limits of Insurance. The Contractor shall provide coverage with limits of liability not
less than those stated below.
A.
Commercial General Liability-Occurrence Form. Contractor must maintain “occurrence” form
Commercial General Liability insurance with a limit of not less than $2,000,000 for each
occurrence, $4,000,000 aggregate. Said insurance must also include coverage for products
and completed operations, independent contractors, personal injury and advertising injury.
If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess
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insurance must be “follow form” equal or broader in coverage scope than underlying
insurance.
B.
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Contractor must maintain Business/Automobile Liability insurance with a
limit of $1,000,000 each accident on Contractor owned, hired, and non-owned vehicles
assigned to or used in the performance of the Contractor’s work or services under this
Agreement. If any Excess or Umbrella insurance is utilized to fulfill the requirements of this
paragraph, the Excess or Umbrella insurance must be “follow form” equal or broader in
coverage scope than underlying insurance.
C.
Workers Compensation and Employers Liability Insurance: Contractor must maintain Workers
Compensation insurance to cover obligations imposed by federal and state statutes having
jurisdiction of Contractor employees engaged in the performance of work or services under
this Agreement and must also maintain Employers’ Liability insurance of not less than
$1,000,000 for each accident and $1,000,000 disease for each employee.
Additional Policy Provisions Required.
A. Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must be
declared and approved by the City. If not approved, the City may require that the insurer reduce
or eliminate any deductible or self-insured retentions with respect to the City, its officers,
officials, agents, employees, and volunteers.
1. The Contractor’s insurance must contain broad form contractual liability coverage.
2. The Contractor's insurance coverage must be primary insurance with respect to the City,
its officers, officials, agents, and employees. Any insurance or self-insurance maintained
by the City, its officers, officials, agents, and employees shall be in excess of the coverage
provided by the Contractor and must not contribute to it.
3. The Contractor's insurance must apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
4. Coverage provided by the Contractor must not be limited to the liability assumed under
the indemnification provisions of this Agreement.
5. The policies must contain a severability of interest clause and waiver of subrogation
against the City, its officers, officials, agents, and employees, for losses arising from Work
performed by the Contractor for the City.
6. The Contractor, its successors and or assigns, are required to maintain Commercial
General Liability insurance as specified in this Agreement for a minimum period of three
years following completion and acceptance of the Work. The Contractor must submit a
Certificate of Insurance evidencing Commercial General Liability insurance during this
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three year period containing all the Agreement insurance requirements, including
naming the City of Chandler, its agents, representatives, officers, directors, officials and
employees as Additional Insured as required.
7. If a Certificate of Insurance is submitted as verification of coverage, the City will
reasonably rely upon the Certificate of Insurance as evidence of coverage but this
acceptance and reliance will not waive or alter in any way the insurance requirements or
obligations of this Agreement.
B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement, the
Contractor must forward renewal or replacement Certificates to the City within ten days
after the renewal date containing all the required insurance provisions.
2. Each insurance policy required by the insurance provisions of this Contract/Agreement
shall provide the required coverage and shall not be suspended, voided or canceled
except after 30 days prior written notice has been given to the City, except when
cancellation is for non-payment of premium, then ten days prior notice may be given.
Such notice shall be sent directly to Chandler Law-Risk Management Department, Post
Office Box 4008, Mailstop 628, Chandler, Arizona 85225. If any insurance company
refuses to provide the required notice, the Contractor or its insurance broker shall notify
the City of any cancellation, suspension, non-renewal of any insurance within seven days
of receipt of insurers’ notification to that effect.
A.
City as Additional Insured. The policies are to contain, or be endorsed to contain, the
following provisions:
1. The Commercial General Liability and Automobile Liability policies are to contain, or be
endorsed to contain, the following provisions: The City, its officers, officials, agents, and
employees are additional insureds with respect to liability arising out of activities
performed by, or on behalf of, the Contractor including the City's general supervision of
the Contractor; Products and Completed operations of the Contractor; and automobiles
owned, leased, hired, or borrowed by the Contractor.
2. The City, its officers, officials, agents, and employees must be additional insureds to the
full limits of liability purchased by the Contractor even if those limits of liability are in
excess of those required by this Agreement.
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EXHIBIT D TO AGREEMENT
SPECIAL CONDITIONS
NONE