SWCA Agreement

City Clerk Document No. 
Public Housing Authority Commission Meeting Date:
February 2, 2026
CITY OF CHANDLER SERVICES AGREEMENT
PUBLIC HOUSING HUD ENVIRONMENTAL REVIEW CONSULTING SERVICES
CITY OF CHANDLER AGREEMENT NO. HO5-918-4945
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an Arizona 
municipal corporation (City), and SWCA, Inc., an Arizona Corporation (Contractor), (City and Contractor 
may individually be referred to as Party and collectively referred to as Parties), made
__________________________, 2026 (Effective Date).
RECITALS
A. On or about October 24, 2025, the City issued a solicitation for public housing HUD environmental 
review consulting services. Under the solicitation, the City proposes to enter into three related 
agreements to provide public housing HUD environmental review consulting services in various amounts 
for the prices set forth in each public housing HUD environmental review consulting services agreement. 
Although the amount and type of public housing HUD environmental review consulting services
purchased by the City may vary, the total sum for all three public housing HUD environmental review 
consulting services agreements must not exceed $200,000.
B. City proposes to purchase public housing HUD environmental review consulting services from 
Contractor as more fully described in Exhibit A, which is attached to and made a part of this Agreement 
by this reference.
C. 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.
D. 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:

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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 
 
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 the services described in Exhibit A for the term of this Agreement.  
 
The term of the Agreement is one year, and begins on February 9, 2026, and ends on February 8, 2027 
unless sooner terminated in accordance with the provisions of this Agreement. The City and the 
Contractor may mutually agree to extend the Agreement for up to four additional terms of one year 
each, or portions thereof. The City reserves the right, at its sole discretion, to extend the Agreement for 
up to 90 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 must not exceed the 
unit prices and amounts as more fully described in Exhibit B for performance approved and accepted by 
the City under this Agreement. 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.

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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 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

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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. 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.

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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. 
 
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: Raquel McMahon
Name: Jana Sterling 
Title:  Procurement Officer
Title:  Southwest Vice President
Address: 175 S. Arizona Ave.  
Address:  20 E. Thomas Rd., Ste. 1700 
Chandler, AZ 85225
Phoenix, AZ 85012
Phone: 480-782-2407
Phone:  602-274-3831 
Email:  raquel.mcmahon@chandleraz.gov 
Email:  aaron.gannon@swca.com

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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 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.

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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 Federal Laws. Contractor understands and acknowledges the applicability of 
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug 
Free Workplace Act of 1989 to it. The Contractor agrees to comply with these laws in performing this 
Agreement and to permit the City to verify such compliance. 
 
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.

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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 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

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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 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

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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. 
 
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

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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. 
 
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 Non-Discrimination and Anti-Harassment Laws. Contractor must comply with all applicable City, 
state, and federal non-discrimination and anti-harassment laws, rules, and regulations. 
 
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

Page 12 of 41 
 
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. 
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

Page 13 of 41 
 
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.

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

EXHIBIT A TO AGREEMENT
SCOPE OF WORK 
1. BACKGROUND 
 
Contractor will provide experience with Public Housing Agencies’ (PHAs) compliance with the National 
Environmental Policy Act of 1969 (NEPA) (42 U.S.C. 4321) and other related laws and authorities. The 
Contractor must have completed environmental reviews under 24 CFR parts 50 and 58 for all PHA 
activities at project site(s) assisted or to be assisted by U.S. Department of Housing and Urban 
Development (HUD) to the use of all HUD funds, including operating funds, capital funds and Rental 
Assistance Demonstration (RAD) program to perform work mandated under a variety of environmental 
Statutes, Executive Orders, and regulations under HUD and NEPA environmental review guidelines. 
Duties would include completing environmental reviews and document on applicable HUD approved 
environmental review forms. Environmental reviews will be determined based on the Level of Revies: 
Environmental Assessments (EAs),or  Exempt activities or Categorically Excluded activities not subject to 
24 CFR Part 58.5, or subject to 24 CFR Part 58.5, a Broad Level Tiered Reviews, or site-specific 
environmental reviews of City-administered HUD-funded projects to determine the activity’s impact on 
the environment and to document compliance with NEPA, HUD environmental review requirements, and 
related federal laws and authorities. Related HUD NEPA laws include, but are not limited to, those dealing 
with historic properties, archaeological resources, environmental justice, air quality, endangered species, 
floodplain impact, environmental justice, noise mitigation, above-ground explosion/flammability hazards, 
socioeconomic impact, and impact of the environs on the project.  
 
Contractors are encouraged to review the information provided by HUD at the following 
websites: 
 
HUD Environmental Review Program Overview - 
https://www.hudexchange.info/programs/environmental-review/ 
 
Contractor will provide on-call, as-needed HUD professional Environmental Review Records (ERR), 
assessment, and testing services in accordance with 24 CFR Part 58 or Part 50 as applicable, for 
various projects located throughout the City of Chandler, AZ.  
 
Services to be performed using HUD required forms will include the following: 
Offeror shall specify and document the “Level of Review” as required by the regulatory compliance per 
the Scope of Work type (i.e. ‘Environmental Assessments’, ‘Exempt/CENST’, CEST, and/or ‘Site-Specific 
Environmental Reviews’ - defined below) that they are to be considered for through this RFP process. 
Through Offeror’s declaration for consideration of one or both scope of work types, the requirements of 
the Assignment Type and Assignment Completion section(s) are expected to be adhered to through the 
term of this contract, regardless of proposal awards or continuing assignments. 
 
 
Preparation of Environmental Assessment (EA). 
 
Preparation of HUD exempt activities per 24 CFR Part 58.34 (a) or activities 
 
Categorically Excluded, not subject (CENST) to 24 CFR Part 58.5. 
 
Categorically Excluded, subject to 24 CFR Part 58.5.

Page 16 of 41 
 
 
Preparation of a HUD site-specific environmental review document package, per City 
specifications. 
 
Preparation of a HUD Environmental Impact Statement (EIS) document, per City specifications. 
 
Preparation of HUD Form 53245 - PHA Environmental Review Project Description. 
 
Preparation of a Notice of Finding of No Significant Impact and Notice of Intent to Request a 
Release of Funds. 
 
Preparation of any other related HUD forms and other required documents. 
 
Preparation of Finding of No Significant Impact (FONSI) 
 
Preparation of Request of Release of Funds (RROF) 
 
If applicable 8 Step process publication and documents. 
 
Prepare data for electronic environmental review submission into HEROs. 
 
Work is expected to be performed will include one or more of the Environmental Review Services as 
listed for a:  
 
 
CENST (“Categorically Excluded Not Subject to Part 58” (still subject to §58.6))  
o Flood Disaster Protection Act of 1973,  
o Flood Zone/Flood Insurance Requirement,  
o Coastal Barrier Resources Act,  
o Runway Clear Zone or Clear Zone  
o Tiered Review-Site Specific for Public Housing units  
o Includes CENST level,  
o Airport Hazards  
o Historic Preservation-City will initiate consultation  
o Contamination and Toxic Substances  
o Endangered Species  
o Explosive & Flammable Hazards  
o Floodplain Management  
o Historic Preservation (City will initiate)  
o Wetlands Protection  
o Environmental Justice  
 
CEST (Categorically Excluded, Subject to §58.5 (also subject to §58.6)  
o Clean Air (including air quality)  
o Coastal Zone Management,  
o Contamination and Toxic Substances  
o Endangered Species (Burrowing Owl Survey)  
o Farmlands Protection 12062023LB NFS DEPT 2 
o Noise Abatement and Control  
o Sole Source Aquifers  
o Wetlands Protection  
o Wild and Scenic Rivers  
o Environmental Justice  
o Public notifications assistance (NOI/RROF)

Page 17 of 41 
 
 
Broad-level Review for City of Chandler maintenance of public housing units-  
Clearance of all applicable compliance factors for this program. 
 
 
Environmental Assessment (EA) subject to all related federal laws. 
 
The City seeks Contractors with experience to perform environmental compliance verification for EA 
projects   required under HUD NEPA environmental review guidelines. 
 
Contractors may be requested to provide a proposal for completion of HUD NEPA EAs. When included in 
a proposal solicitation, Contractor is expected to submit a cost proposal, irrespective of prior proposal 
awards or proposal declinations. 
 
Contractors will be given at least seven (7) days to respond to a request for a proposal for a specific EA 
project. It is possible that not all Contractors on the RFP would be utilized on an ongoing basis. 
 
After contract award, Contractor shall have staff responsible for completion of HUD NEPA EAs register for 
a HUD Exchange online account (ref: Create HUD Exchange Account) and then complete (most of) HUD’s 
free HUD Environmental Review Online System (HEROS) videos (ref: HEROS “How To” videos) - relevant 
videos are approx. 90 minutes in total - for HUD Exchange credit and proof of training. Proof of training 
(HUD Exchange transcript) will be requested by department’s ERO prior to award of any EA tasks. 
 
Registration for HEROS access will be required by all Contractor staff involved in completion of 
environmental reviews under this contract. Registration access will be coordinated with each 
department’s ERO. Concomitant with roll-out, HUD will most likely designate mandatory usage of HEROS 
for all environmental reviews; therefore, Contractor will be required to complete EAs fully within HEROS. 
The “How To” videos mentioned above show how environmental review completion is expected to occur; 
however, exact procedural details for completion of EAs in HEROS by ‘Partners’ (Contractors) is yet to be 
determined. 
 
Work to be performed as part of the HUD NEPA EA process will include: evaluation of; documentation of 
compliance; and/or, identification of mitigation measures, in consultation with City of Chandler 
staff/specialists only (i.e. NO oversight agency/non-City of Chandler consultation is expected, with the 
potential exception of contacting local school districts/hospitals/medical agencies on a project-specific 
basis per direction by the department’s point of contact), on the following environmental criteria: 
 
National Historic Preservation Act 
 
State Historic Preservation (SHPO) 
 
Floodplain Management 
 
Wetlands Protection 
 
Coastal Zone Management Act 
 
Safe Drinking Water Act 
 
Endangered Species Act 
 
Wild and Scenic Rivers Act 
 
Clean Air Act

Page 18 of 41 
 
 
Farmland Protection Policy Act 
 
Environmental Justice 
 
Noise Control Act 
 
Flood Disaster Protection Act 
 
Coastal Barrier Resources Act/Coastal Barrier Improvement Act 
 
Contamination and Toxic Substances 
 
Explosive and Flammable Hazards 
 
Airport Hazards 
 
Conformance with Comprehensive Plans 
 
Compatible Land Use and Zoning 
 
Scale and Urban Design 
 
Slope 
 
Erosion 
 
Soil Suitability 
 
Drainage 
 
Hazards and Nuisances including Site Safety and Noise 
 
Energy Consumption 
 
Demographic Character Changes 
 
Displacement 
 
Employment and Income Patterns 
 
Educational and Cultural Facilities 
 
Commercial Facilities 
 
Health Care 
 
Social Services 
 
Solid Waste Disposal 
 
Recycling 
 
Waste Water 
 
Sanitary Sewers 
 
Storm Water Runoff 
 
Water Supply 
 
Public Safety (Police, Fire and Emergency Medical) 
 
Parks, Open Space and Recreation 
 
Transportation and Accessibility 
 
Unique Natural Features 
 
Water Resources 
 
Vegetation and Wildlife 
 
Vapor Intrusion 
 
Other environmental criterion per City/project requirements 
 
Work to be performed as part of the HUD NEPA EA process may also include the following: 
 
A. Project-specific calculations to determine noise levels on-site, per HUD standards (ref: Noise 
Assessment Guidelines and Noise Level User Guide) for analysis by the department’s ERO. Detailed

Page 19 of 41 
 
Sound Transmission Classification calculations utilizing HUD’s STraCAT tool may be requested for 
analysis. 
 
B. On-site assessments, calculations and research of historical and current documents and maps to 
determine presence and impact of toxic or hazardous substances and industrial/commercial 
facilities/operations in proximity to a HUD-funded, City- administered project area. Reliance upon the 
Environmental Protection Agency’s (EPA) Enforcement Compliance History Online (ECHO) and NEPAssist 
tools/databases is expected and data pulls will be required for analysis by the department’s point of 
contact. 
 
C. Completion of the Federal Emergency Management Agency (FEMA) 24CFR Part 55 8-Step/5-Step 
Floodplain assessment document, per HUD standards (ref: Environmental Review – Floodplain 
Management and 8-Step Process). The 8-Step public consultation/advertising component, if needed, 
would be coordinated by the department’s point of contact and contractor. 
 
D. Consultation/coordination with appropriate City staff/specialists, including coordination with both the 
City or State Historic Preservation Office (CHPO) and City or State Archaeology Office (CAO). 
 
E. Consultation with City and non-City staff will follow individual analysis specified in HUD’s 
Environmental Factors Assessment Guidance document via individual emailed analysis requests specific 
to each EA Environmental Review Record (ERR). 
 
F. Documentation of project findings/outcomes in the project’s ERR and/or through HUD’s HEROS web-
based system (expected to be rolled out to Partner Users [Contractors] in HUD Region 9 late 2019). (ref: 
HUD HEROS) 
 
G. Development of tiered ‘area-wide’ EAs, based on a comprehensive redevelopment project area basis, 
as defined by the City. 
 
H. As needed and requested by the department’s point of contact, obtainment of quote(s) from external 
subject matter expert(s) for completion of a detailed environmental review criterion analysis/report, to 
support EA completion and Finding of No Significant Impact/Finding of Significant Impact (FONSI/FOSI) 
outcome. 
 
I. Review of public comments received during EA review public comment periods; review of EA document 
relevant to comments; and, development of project documents to address comments, if necessary. 
 
J. Preparation of summary/recommendation reports and detailed, documented files. 
 
K. Completion of assessment document to strict department’s ERO environmental quality/accuracy 
standards.

Page 20 of 41 
 
L. Reliance upon expertise of Contractors individual(s) completing EA analysis, from a legal standing, 
regarding completion of the environmental assessment review process for a project, if needed and 
necessary. 
 
Please note: Work requested as part of the EA process will not include the following: 
Coordination of NEPA/HUD-required advertising and public consultation process, except for the 
aforementioned public comments review item. 
 
The required HUD NEPA EA document would be based on the format (subject to updating by HUD) as 
required by HUD in the most recent published forms on HUD’s website. 
 
This document contains 50 environmental criteria which require evaluation with full documentation and 
reference to the technical/professional source 
(person/document/site visit); the criteria finding as a result of the criteria evaluation; and, the criteria 
determination outcome specifying either the meeting of compliance as-is, or the requirement for project 
mitigation. 
 
Also, through usage of several internal interdepartmental agreements and formalized compliance 
documents, oversight agency consultation is not expected to be needed for completion of each EA 
document: with the potential exception of contacting local school districts/hospitals/medical agencies - 
only internal City resources are expected to be consulted to document compliance with the 50 
environmental criteria. 
 
Criteria conclusions relying upon assumptions/opinions of the assessor are not acceptable. All 
determinations must point back to bona-fide, reliable sources/resources and these must be included in 
the appendix to the EA via document reference, internet website reference, telephone summaries, other 
studies completed, and etcetera. A Finding of No Significant Impact (FONSI) is the desired outcome for all 
EA-level efforts. Project mitigations/conditions of approval to achieve this outcome are acceptable, with 
the criterion outcome reflecting this mitigative/conditional need. Needed mitigations and outcomes shall 
be approved by the department’s ERO, prior to completion of the EA compilation process. 
 
Contractor will participate in an initial project kick-off/data gathering meeting, at which time project 
background information and relevant documents will be provided by the City. Detailed project updates 
from the Contractor’s staff member completing the assessment document are to be emailed weekly to 
confirm progress and to provide an opportunity for City staff to provide direction and/or assistance 
where needed. 
 
A draft copy of the environmental assessment review documents is expected to be provided to the 
department’s ERO for review between 30 – 60 calendar days (depending on the type of EA, project-
specific or area-wide) after the initial project kick-off meeting. The specific calendar day requirement will 
be determined by the City on a project-specific basis and revealed during individual Request for Proposal 
(RFP) solicitations. Revisions to the draft document will be provided to the Contractor within seven (7) 
calendar days of the City’s receipt of the draft document. These revisions will be provided during an in-

Page 21 of 41 
 
person meeting and shall be inputted into the final version of the EA document and provided to the City 
within seven (7) calendar days. 
 
One signed, comb-bound, double-sided hardcopy, one Adobe PDF file copy, and one 
Microsoft Word (*.docx format only) file copy of the final environmental assessment document will be 
provided to the department’s ERO upon completion. 
 
3. EXEMPT OR CATEGORICALLY EXCULDED NOT SUBJECT TO 24 CFR PART 58.5 
 
City seeks local Contractors with experience to complete Exempt and Categorically Excluded activities not 
subject to (CENST) 24 CFR Part 58.5. Exempt activities as defined in 24 CFR Part 58.34(a) and CENST as 
defined in 24 CFR Part 58.35(a). These projects involve a variety of activities undertaken, using HUD 
funds, including but not limited to: programmatic clearances, and the clearance of activities that fall 
under Exempt and CENST requirements. Up to 303 Exempt or CENST environmental reviews initially and 
40 are coordinated by the City on an annual basis. 
 
After contract award, Contractor shall have staff responsible for completion of HUD NEPA site-specific 
environmental reviews register for a HUD Exchange online account (ref: Create HUD Exchange Account) 
and then complete (most of) HUD’s free HUD Environmental Review Online System (HEROS) videos (ref: 
HEROS “How To” videos) - relevant videos are approx. 90 minutes in total - for HUD Exchange credit and 
proof of training. Proof of training (HUD Exchange transcript) will be requested by the department’s 
Environmental Review Officer (ERO) prior to award of any site-specific tasks.
 
HUD is anticipating roll-out of HEROS in Region 9 in the near future. Registration for HEROS access will be 
required by all Contractor staff involved in completion of environmental reviews under this contract. 
Registration access will be coordinated with the department’s ERO. Concomitant with roll-out, HUD will 
most likely designate mandatory usage of HEROS for all environmental reviews; therefore, Contractor will 
be required to complete site-specific reviews fully within HEROS. The “How To” videos mentioned above 
show how environmental review completion is expected to occur; however, exact procedural details for 
completion of site-specific reviews in HEROS by ‘Partners’ (Contractors) is yet to be determined. 
 
Work to be performed as part of the HUD Region 9 NEPA Exempt and CENST environmental review 
process will include all or most of the following task aspects: 
 
Airport Runway Clear Zones and Accident Potential Zones 
 
Coastal Barrier Resources – Coastal Barrier Resources Act 
 
Flood Insurance – Flood Disaster Protection Act 
 
A. Upon, or no later than 24-hours after, assignment of an Exempt or CENST activity, contractor will begin 
the environmental review to include the above components. 
 
B. Exempt or CENST reviews must be completed and submitted to the City within four (4) business days 
of the original request.

Page 22 of 41 
 
4. SITE-SPECIFIC ENVIRONMENTAL REVIEWS 
 
City seeks Contractors with prior local HUD Region 9 NEPA experience to complete site-specific/Tier 
environmental reviews, required pursuant to HUD’s 24CFR Part 58 environmental review regulation and a 
variety of environmental Statutes, Executive Orders, and regulatory citations, for City coordinated 
projects most of which are undertaken within and throughout the geographic boundaries of the city of 
Chandler. 
 
These projects involve a variety of activities undertaken, using HUD funds, including but not limited to: 
single- and multi-family housing acquisition/disposition; single- and multifamily owner-occupied housing 
rehabilitation; public facility installation/improvement; non-residential building acquisition; rental 
housing rehabilitation; commercial rehabilitation; residential and commercial demolition; vacant lot 
acquisition/disposition; foreclosed single-family residential property rehabilitation/disposition; and, other 
allowable potentially physically-impacting activities. 
 
Up to 2 site-specific/Tier-2 environmental reviews are coordinated by the City on an annual basis. 
 
After contract award, Contractor shall have staff responsible for completion of HUD NEPA site-specific 
environmental reviews register for a HUD Exchange online account (ref: Create HUD Exchange Account) 
and then complete (most of) HUD’s free HUD Environmental Review Online System (HEROS) videos (ref: 
HEROS “How To” videos) - relevant videos are approx. 90 minutes in total - for HUD Exchange credit and 
proof of training. Proof of training (HUD Exchange transcript) will be requested by the department’s 
Environmental Review Officer (ERO) prior to award of any site-specific tasks. 
 
Registration for HEROS access is preferred by all Contractor staff involved in completion of 
environmental reviews under this contract. Registration access will be coordinated with the department’s 
ERO. Concomitant with roll-out, HUD will most likely designate mandatory usage of HEROS for all 
environmental reviews; therefore, Contractor will be required to complete site-specific reviews fully 
within HEROS. The “How To” videos mentioned above show how environmental review completion is 
expected to occur; however, exact procedural details for completion of site-specific reviews in HEROS by 
‘Partners’ (Contractors) is yet to be determined. Work to be performed as part of the HUD Region 9 NEPA 
Site-Specific/Tier-2 environmental review process will include all or most of the following task aspects: 
 
A. On-site/in-field windshield survey of proposed site-specific project location, including driving through 
nearby streets to document the environs. Digital pictures of project location and environs are expected. 
 
B. Through windshield survey of site-specific project location, identification/documentation of nearby 
visible explosive or flammable substance facilities/containers. 
 
C. Most assignments require multiple PDF and Word documents to be created and emailed/submitted to 
the CHPO/CAO. Coordination of timely turnaround review from these offices is necessary to fulfill the 
Assignment Completion requirements of this RFP (see section below).

Page 23 of 41 
 
D. Using online tracking systems, databases, and maps, including the Arizona 
Department of Environmental Quality (ADEQ) UST/LUST and the EPA’s NEPAssist/ECHO databases, 
identify visible toxic substances, chemical waste dumps, landfills, industrial sites or any other facilities 
capable of or currently documented as releasing toxic chemicals, hazardous wastes or radioactive 
materials at or within a one-mile radius of the site-specific project location. 
 
E. Upon, or no later than 24-hours after, assignment of a site-specific review, conduct a pre-screening of 
documented facilities, identified through the aforementioned item, to ascertain currently out-of-
compliance commercial/industrial facilities which would require further investigation through completion 
of an ‘ECHO Detailing Report’. Emailed concurrence/input will be obtained from the department’s ERO as 
to the immediate need for/assignment of completion of an ‘ECHO Detailing Report’. 
 
F. If required, with prior written approval of the department’s ERO, complete an ‘ECHO Detailing Report’ 
for out-of-compliance identified nearby facility(ies). 
 
G. Creation of area maps, using screenshots, from Maricopa County and City of Chandler online 
databases. 
 
H. Through creation of a FEMA FIRMETTE (ref: FEMA Map Service Center), identify the project site in 
relation to FEMA designated Special Flood Hazard Areas. 
 
I. When undertaking an Appendix A 2013 (Tier-2 site-specific) review process, complete the Appendix A 
2013 document package (see ‘BLANK EXAMPLE FORMS’ for Appendix A 2013 form – subject to updating). 
 
J. When undertaking a Tier-2 site-specific review process, complete the Tier-2 (‘short form’/’long form’) 
document package. With the roll-out of HEROS, the tiered departmental programs described at the 
beginning of this Section require individual Tier-1 analysis – the outcome of this is a required Tier-2 
analysis specific to the tiered program. Multiple departmental programs have not yet undergone this 
tiered analysis but are expected to result in multiple versions of Tier-2 site-specific review packages for 
assignment/completion. The ‘short form’ and ‘long form’ formats included in ‘BLANK EXAMPLE FORMS’ 
involve analysis of three (3) and six (6) tiered review criterion, respectively. 
 
After full evaluation and inclusion of all tiered departmental programs within HEROS in 2019-2020, 
certain Tier-2 analyses may involve up to ten (10) tiered criteria (e.g. Airport Hazards, Flood Insurance, Air 
Quality, Site Contamination, Endangered Species Act, Historic Preservation, Noise Abatement and 
Control, Wetlands, Environmental Justice). Depending on specific criteria tiered, the department’s point of 
contact task assignment and required package completion will be made either as part of the ‘short form’, 
or ‘long form’ task, or when more accurately reflective of needed effort to complete the site-specific 
task/package, the task will be assigned as a full CEST site specific review – see item below. (see ‘BLANK 
EXAMPLE FORMS’ for Tier-2 forms – ‘short form’ format and ‘long form’ format – subject to updating as 
other tiered program reviews are undertaken through HEROS) 
 
K. When undertaking a Categorically Excluded Subject To (CEST) sites specific review process, complete 
the CEST form document package (see ‘BLANK EXAMPLE FORMS’ for CEST form – subject to updating).

Page 24 of 41 
 
 
L. When undertaking area-wide EA-related site-specific/Tier-2 reviews, complete 1-2 page site-specific 
environmental document package (containing approx. 6 – 14 environmental criteria) as defined by the 
department’s point of contact, and to be provided when assigned project site-specific environmental 
review completion task (see ‘BLANK EXAMPLE FORMS’ for 2015 Garfield NIA and SPV NIA forms - subject 
to updating in 2020). 
 
5. ECHO DETAILING REPORT/LETTER 
 
An ‘ECHO Detailing Report’, which may be required during completion of an EA or, more commonly, a 
site-specific assignment, shall consist of: 
 
A. Effort to contact the listed out-of-compliance (ECHO) facility owner/operator to be investigated 
(‘detailed’), via phone and email. 
 
B. Conducting a site visit of the facility, when allowed by the facility owner/operator (see ‘BLANK EXAMPLE 
FORMS’ - ECHO Contractor Site Visit Letter). 
 
C. Contacting/visiting the ADEQ and/or the Maricopa County Air Quality Department (MCAQD) and/or 
contacting the EPA – Region 9 (California) to obtain file documents on current compliance issue at 
facility(ies). 
 
D. Completion of a summary report/letter (usually 4-8 pages) PDF file containing: 
documentation/summary of the field visit/facility contact efforts and follow-up; the EPA ECHO compliance 
issue(s); and, attached compliance/follow-up documentation obtained from the ADEQ/MCAQD/EPA (NB: 
including obtained copied/PDF oversight agency files/audit pictures, the detailing report document can 
reach 100 pages in length). Prior to first assignment, an example point of contact-accepted report will be 
provided to Contractor for referencing as to the expected content/format/etcetera. 
 
6. ASSIGNMENT COMPLETION:  
 
Environmental Assessments / Exempt-CENST / 
Site-Specific Environmental Reviews / ECHO Detailing Report/Letter 
The above assignments would be documented through completion of the relevant HUD required forms. 
 
Exceedance of RFP submitted site-specific quote price for Tier-2 EA / Site-Specific / Tier-2 reviews will not 
be allowed without prior written approval by the department’s point of contact. Allowance for 
exceedance of Site-Specific / Tier-2 reviews will be determined on a task specific basis, e.g. 
extemporaneous analysis of an environmental criterion is identified during completion of a task and 
deemed necessary by the department’s point of contact to complete original task. Allowance for 
exceedance of quote price may be granted at Contractor’s hourly rate, or may involve submittal of a 
quote for additional task effort, prior to assignment of additional task allowance by department’s point of 
contact. Additionally, Tier-2 EA /Site-Specific / Tier-2 reviews will be completed within fifteen (15) calendar 
days of written/emailed/HEROS assignment, barring unforeseen, non-Contractor (City) consultation

Page 25 of 41 
 
delays occurring through completion of the Site-Specific / Tier-2 review. Due to the nature of the public 
housing city owned site specific activities (e.g. replacement of A/C unit property, during the summer), 
expediting completion of the site-specific environmental review package is required. Expedited reviews 
are considered as ‘emergency reviews’ and will require completion within 24-hours of assignment. 
Contractor staff are expected to ensure close coordination with City staff to meet the expedited review 
completion requirement.  
 
The compilation of the ‘ECHO Detailing Report’ review package is estimated at 7.0 person-hours for 
completion. Exceedance of RFP submitted ‘ECHO Detailing Report’ quote price will not be allowed without 
prior written approval by the department’s point of contact. Allowance for exceedance of ‘ECHO Detailing 
Report’ will be determined on a task-specific basis, e.g. extemporaneous analysis of environmental data 
is identified during completion of a task and deemed necessary by the department’s point of contact to 
complete original task. Allowance for exceedance of quote price may be granted at Contractor’s hourly 
rate, or may involve submittal of a quote for additional task effort, prior to assignment of additional task 
allowance by the department’s point of contact. The ‘ECHO detailing report’ reviews will be completed 
within fifteen (15) calendar days of written assignment, barring unforeseen, non-Contractor 
(ADEQ/MCAQD/EPA) consultation delays occurring through completion of the ECHO detailing review. The 
need to complete an ‘ECHO Detailing Report’ review shall be identified early in the site-specific review and 
should not extend the completion of the review by an additional 15 (fifteen) calendar days, rather the two 
time allowances should overlap. This process needs to be closely coordinated with the department’s 
point of contact. 
 
7. ANCILLARY ITEMS FOR REIMBURSEMENT 
 
Contractor must obtain prior approval from Project Coordinator. Contractor shall provide complete 
written estimates for any ancillary items for reimbursement. Written estimates must include a 
breakdown of material, labor, overhead and profit. The City will review the Contractor estimate prior to 
start the project. Estimates will be subject to a cost/price analysis using industry trades publication 
and/or other environmental Contractor indexes, Housing and Urban Development, Federal Transit 
Administration, Federal Aviation Administration, Federal Acquisition Regulations and market indexes for 
cost reasonableness. Estimates found not reasonable will not be approved. Additional estimates may be 
obtained, on occasion, to assure contract costs are reasonable. 
 
Estimates must be within 5% of the total project costs. Variances must be explained in writing. The City 
will use the Federal Acquisition Contract Pricing/Cost-Reimbursement 
(Subparts: 15.4 and 16.3) and/or HUD Safe Harbor Standards – Contractor Fee guidelines for Overhead 
and Profit (Currently at 2% Overhead, 6% Profit) to evaluate

Page 26 of 41

Page 27 of 41 
 
 
ON CALL VENDORS LIST 
 
 
After the review process, a recommendation of those to be placed on the On Call Vendors List 
(QVL) will be made to the Neighborhood Resources Director.  The City of Chandler reserves the 
right to accept or reject, in part or in whole, any proposal, or make a counter offer. The City 
reserves the right to reject any or all qualifications received or any part thereof; to accept any 
response or any part thereof; or to waive any parts of the RFQ when it is deemed to be in the 
City’s best interest. 
 
 
The City is not obligated to accept any submittal or to negotiate with any Offeror. The City reserves 
the right to accept submittals which are deemed most favorable and in the best interests of the 
City after all submittals have been examined and canvassed, to reject any or all submittals, and to 
be the sole judge of the best offeror suited for the City. 
 
 
Legal Worker Requirement - The City is prohibited by A.R.S. § 41-4401 from awarding an 
agreement to any Proposer who fails, or whose subcontractors fail, to comply with A.R.S. § 23-
214(A). Therefore, Proposer agrees that: 
 
o 
Proposer 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. 
o 
A breach of a warranty shall be deemed a material breach of the agreement that is subject to 
penalties up to and including termination of the agreement. 
o 
The City retains the legal right to inspect the papers of any Proposer or subcontractor 
employee(s) who work(s) on the subject agreement to ensure that the Proposer or 
subcontractor is complying with the warranty under paragraph A.  
 
Pursuant to A.R.S. § 35-391.06 and 35-393.06, Proposer certifies that it does not have a scrutinized 
business operation, as defined in A.R.S. § 35-391 and 35-393, in either Sudan or Iran 
 
References: 
https://www.hudexchange.info/hudexchange-
portal/?display=login&returnURL=https%3A%2F%2Fwww%2Ehudexchange%2Einfo%2Fhudexchange%2D
portal%2F 
https://www.hudexchange.info/programs/environmental-review/environmental-review-training/#heros

Page 28 of 41
EXHIBIT B TO AGREEMENT
COMPENSATION AND FEES

EXHIBIT C TO AGREEMENT
INSURANCE 
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.

Page 30 of 41 
If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess 
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.
D.
Professional Liability.  If the Agreement is the subject of any professional services or work
performed by the Contractor, or if the Contractor engages in any professional services or
work adjunct or residual to performing the work under this Agreement, the Contractor
must maintain Professional Liability insurance covering errors and omissions arising out of
the work or services performed by the Contractor, or anyone employed by the Contractor,
or anyone whose acts, mistakes, errors and omissions the Contractor is legally liable, with a
liability limit of $1,000,000 each claim and $2,000,000 all claims.  In the event the
Professional Liability insurance policy is written on a “claims made” basis, coverage must
extend for three years past completion and acceptance of the work or services, and the
Contractor, or its selected Design Professional will submit Certificates of Insurance as
evidence the required coverage is in effect.  The Design Professional must annually submit
Certificates of Insurance citing that the applicable coverage is in force and contains the
required provisions for a three-year period.
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.

Page 31 of 41 
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 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.

Page 32 of 41 
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.

Page 33 of 41 
EXHIBIT D TO AGREEMENT 
SPECIAL CONDITIONS 
INTELLECTUAL PROPERTY 
City Ownership of Project Documents. All work products (electronically or manually 
generated) including, but not limited to: plans, specifications, cost estimates, tracings, 
studies, design analyses, original drawings, Computer Aided Drafting and Design (CADD) 
file diskettes which reflect all final drawings, and other related documents which are 
prepared in the performance of this Agreement (collectively referred to as "Documents") 
are to be and remain the property of the City and are to be delivered to the City 
Representative before the final payment is made to the Contractor. In the event these 
Documents are altered, modified or adapted without the written consent of the Contractor, 
which consent the Contractor shall not unreasonably withhold, the City agrees to hold the 
Contractor harmless to the extent permitted by law from the legal liability arising out of the 
City's alteration, modification or adaptation of the Documents. 
Contractor to Retain Copyrights. The copyrights, patents, trade secrets or other intellectual 
property rights associated with the ideas, concepts, techniques, inventions, processes or 
works of authorship developed or created by the Contractor, its subcontractors or 
personnel, during the course of performing this Agreement or arising out of the Project 
shall belong to the Contractor. 
License to City for Reasonable Use. With this Agreement, the Contractor and its 
subcontractors hereby grant a license to the City, its agents, employees, and 
representatives for an indefinite period of time to reasonably use, make copies, and 
distribute as appropriate the Documents, works or deliverables developed or created as a 
result of the Project and this Agreement. This license also includes the making of derivative 
works. In the event that the derivative works require the City to alter or modify the 
Documents, then the provisions of this section apply. 
Documents to Bear Seal. The Contractor and its subcontractors shall endorse by 
professional seal all plans, works, and deliverables prepared by each for this Agreement as 
required by state law 
ACCESS TO SECURED FACILITIES 
Contract Worker Access Controls, Badge and Key Access Requirements. A Contract Worker 
shall not be allowed to begin work in any City facility without: (A) The prior completion and 
the City's acceptance of the required background screening; and (B) when required, the 
Contract Worker's receipt of a City issued badge. A badge will be issued to a Contract 
Worker solely for access to the City facility(s) to which the Contract Worker is assigned. 
Each Contract Worker who enters a City facility must use the badge issued to the Contract 
Worker. Any and all fees associated with security badging will be assessed in compliance 
with Chandler City Code §4-22.

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Key Access Procedures. If the Contract Worker's services require keyed access to enter a 
City facility(s), a separate key issue/return form must be completed and submitted by 
Contractor for each key issued. 
Stolen or Lost Badges or Keys. Contractor shall report lost or stolen badges or keys to the 
City immediately. A new badge application or key issue form shall be completed and 
submitted along with payment of the applicable fees prior to issuance of a new badge or 
key. 
Return of Badges or Keys. All badges and keys are the property of the City and must be 
returned to the City within one business day of when the Contract Worker's access to a City 
facility is no longer required to furnish the services under this Agreement. Contractor shall 
collect a Contract Worker's badge and key(s) upon the termination of the Contract Worker's 
employment; when the Contract Worker's services are no longer required at the particular 
City facility(s); or upon termination, cancellation or expiration of this Agreement. 
Contractor's default under this Section shall include, but is not limited to the following: (1) 
Contract Worker gains access to a City facility(s) without the proper badge or key; (2) 
Contract Worker uses a badge or key of another to gain access to a City facility; (3) Contract 
Worker commences services under this Agreement without the proper badge, key or 
Background Screening; (4) Contract Worker or Contractor submits false information or 
negligently submits wrong information to the City to obtain a badge, key or applicable 
Background Screening; or (5) Contractor fails to collect and timely return Contract Worker's 
badge or key upon termination of Contract Worker's employment, reassignment of 
Contract Worker to another City facility or upon the expiration, cancellation or termination 
of this Agreement. Contractor acknowledges and agrees that the access control, badge and 
key requirements in this Section are necessary to preserve and protect public health, safety 
and welfare. Accordingly, Contractor agrees to properly cure any default under this Section 
within three business days from the date notice of default is sent by the City. The parties 
agree that Contractor's failure to properly cure any default under this Section shall 
constitute a breach of this Section. In addition to any other remedy available to the City at 
law or in equity, Contractor shall be liable for and shall pay to the City the sum of $1,000.00 
for each breach by Contractor of this Section. The parties further agree that the sum fixed 
above is reasonable and approximates the actual or anticipated loss to the City at the time 
and making of this Agreement in the event that Contractor breaches this Section. Further, 
the parties expressly acknowledge and agree to the fixed sum set forth above because of 
the difficulty of proving the City's actual damages in the event that Contractor breaches this 
Section. The parties further agree that three breaches by Contractor of this Section arising 
out of any default within a consecutive period of three months or three breaches by 
Contractor of this Section arising out of the same default within a period of 12 consecutive 
months shall constitute a material breach of this Agreement by Contractor and the City 
expressly reserves all of its rights, remedies and interests under this Agreement, at law and 
in equity including, but not limited to, termination of this Agreement.