11-Attachment C - Sample City Services Contract - SAMPLE - 26RFP036.pdf

EXAMPLE

Solicitation No.26RFP036

Contract No. 26RFP036

18079424 Last Update 12/12/2025 Page 1 of 11

CITY OF SCOTTSDALE

CITY SERVICES CONTRACT

TROLLEY OPERATIONS SERVICES

This City Services Contract (“Contract”) is entered into this _____ day of _______________, 2026 (“Effective Date”), between the City of Scottsdale, an Arizona municipal corporation (“City”), and CONTRACTOR NAME, a/an [STATE] [ENTITY TYPE] (“Contractor”). For purposes of this Contract, the City and Contractor may be referred to individually as a “Party” and collectively as the “Parties”.

RECITALS

A. The City desires to contract for Trolley Operations Services for the City of Scottsdale’s circulator system and covers provision of service on the City’s existing routes and future routes. Contractor shall manage operations related transit service activities.

B. Contractor is duly qualified to perform the requested non-professional services.

AGREEMENT

FOR AND IN CONSIDERATION of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. INCORPORATION OF RECITALS. The Recitals set forth above are incorporated into and made a part of this Contract.

2. SERVICES, ACCEPTANCE, DOCUMENTATION.

2.1 Services. The entire Solicitation, identified as Request for Proposal No.

26RFP036, TROLLEY OPERATIONS SERVICES is incorporated herein by this reference as fully as if written out below. Contractor’s proposal submitted in response to the Solicitation, dated DATE is incorporated herein by this reference as fully as if written out below. If any provision incorporated by reference from the Solicitation conflicts with any provision of the Contractor’s proposal, the provision of the Solicitation will control. If any provision of the Contractor’s proposal, including but not limited to any limitation of liability or disclaimer of warranty language, conflicts or is in any way inconsistent with any provision of this Contract, this Contract will control.

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2.2 Acceptance. Each task will be reviewed and approved by the Contract Administrator to determine acceptable completion. The City will provide all necessary information to Contractor for timely completion of tasks.

2.3 Documentation. All documents, including but not limited to data compilations, studies, and reports which are prepared in the performance of this Contract will remain the property of the City and must be delivered to the Contract Administrator before final payment is made to Contractor.

2.4 Billing Records; Audit. The time spent for each task must be recorded and submitted to the Contract Administrator. Contractor must maintain all books, papers, documents, accounting records, and other evidence pertaining to time billed and costs incurred and make these materials available for audit by the City in accordance with Section 11.4.

3. PAYMENTS.

3.1 FEE SCHEDULE

Contractor will be paid according to the Pricing Proposal forms submitted in Contractor’s proposal dated ________, attached as Exhibit “A” for reference.

Amounts indicated in this section represent the entire amounts payable under this Contract. Additional expenses will not be authorized.

3.2 Payment Approval. All charges must be approved by the Contract Administrator before payment.

3.3 Payment Terms. Payment is due no later than twenty-five (25) days after the Contract Administrator’s approval of any invoice. In no event will the City issue payment prior to receipt of an original, approved form of invoice containing accurate invoice and reference numbers. The City will not be liable for any delays in payment caused by Contractor’s failure to timely submit invoices. Contractor shall send an electronic copy of all invoices to the Contract Administrator for approval. Upon approval, all invoices shall be sent to the City at the following address:

City of Scottsdale Accounts Payable

7447 E. Indian School Road, Suite 210 Scottsdale, Arizona 85251-4468

4. TERM AND RENEWAL. The initial term of this Contract shall be for a period from August 13, 2026 through June 30, 2028, commencing on the Effective Date. The Parties may extend this Contract for up to Three (3) additional term/s of One (1) year each, subject to the same terms and conditions outlined herein. Any such extensions shall be in the form of an amendment to this Contract and signed by the Purchasing Director or designee and the Contractor’s authorized representative.

If Contractor does not intend to extend the Contract for any renewal period, Contractor must provide the City with at least 180 days’ notice of its intent not to extend.

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5. CONTRACT ADMINISTRATOR. The “Contract Administrator” for the City is Nathan Domme, Transportation & Infrastructure Department or Division Name. The Contract Administrator will serve as Contractor’s primary point of contact with the City, monitor Contractor’s performance, review and approve invoices, establish delivery schedules, and in conjunction with Purchasing ensure Certificates of Insurance are current, conform to the requirements of this Contract, and are in the City’s possession. Contractor will direct any reports and/or special requests to the Contract Administrator.

6. NOTICES. All notices, requests, demands, consents, approvals, and other communications which may be or are required to be served or given under this Contract, shall be in writing and hand delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid, addressed to the Party or Parties, as follows:

If to City: City of Scottsdale Attn: Transportation & Infrastructure Suite 205 7447 E. Indian School Rd.

Scottsdale, AZ 85251

Copy to: City of Scottsdale Attn: City Attorney 3939 N. Drinkwater Blvd.

Scottsdale, AZ 85251

If to Contractor: Contractor Name Attn: Contact Name Contractor Address Contractor Address

7. TERMINATION.

7.1 Termination for Convenience. City reserves the right to terminate this Contract or any part of this Contract for its sole convenience with 30 days’ written notice. In the event of any termination, Contractor must immediately stop all work, and must immediately cause any of its suppliers and Subcontractors to cease all work. As compensation in full for services performed to the date of any termination, Contractor will receive a fee for the percentage of services actually completed. This fee will be in the amount to be mutually agreed upon by Contractor and the City, based on the agreed Scope of Work. If there is no mutual agreement, the Contract Administrator will determine the percentage of completion of each task detailed in the Scope of Work and Contractor’s compensation will be based upon this determination. The City will make this final payment within 60 days after Contractor has delivered the last of the partially completed items. Contractor will not be paid for any work done after receipt of the notice of termination, nor for any costs incurred by Contractor’s suppliers or Subcontractors, which Contractor could reasonably have avoided.

7.2 Cancellation for Cause. City may also cancel this Contract or any part of this Contract with seven (7) days’ notice for cause in the event of any default by Contractor, or if Contractor fails to comply with any of the terms and conditions of this Contract.

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Unsatisfactory performance as judged by the Contract Administrator or failure to provide City, upon request, with adequate assurances of future performance are all causes allowing City to cancel this contract for cause. In the event of cancellation for cause, City will not be liable to Contractor for any amount, and Contractor will be liable to City for any and all damages sustained by reason of the default which gave rise to the cancellation.

In the event Contractor is in violation of any federal, state, county or city law, regulation or ordinance, the City may terminate this contract immediately upon giving notice to Contractor.

If the City improperly cancels the Contract for cause, the cancellation for cause will be converted to a termination for convenience.

7.3 Funds Appropriation. If the Scottsdale City Council does not appropriate funds to continue this Contract and pay for charges under this Contract, the City may terminate this Contract at the end of the current fiscal period. The City agrees to give written notice of termination to Contractor at least 30 days prior to the end of its current fiscal period and will pay to Contractor all approved charges incurred through the end of this period.

8. INSURANCE.

8.1 General. Contractor agrees to comply with all applicable City ordinances and state and federal laws and regulations. Without limiting any obligations or liabilities of Contractor, Contractor must purchase and maintain, at its own expense, this Contract’s stipulated minimum insurance with insurance companies properly licensed by the State of Arizona (admitted insurer) with an AM Best, Inc. rating of B ++ 6 or above or an equivalent qualified unlicensed insurer by the State of Arizona (non-admitted insurer) with policies and forms satisfactory to the City. Failure to maintain insurance as specified may result in termination of this Contract at the City’s option.

8.2 Certificates of Insurance. A current Acord Certificate is acceptable. Failure to provide an appropriate Certificate of Insurance will result in rejection of your certificate, delay in Contract execution, and/or termination of Contract. Additionally, Certificates of Insurance submitted without referencing a Contract number may be subject to rejection and returned or discarded.

8.3 No Representation of Coverage Adequacy. By requiring the insurance stated in this Contract, the City does not represent that coverage and limits will be adequate to protect Contractor. The City reserves the right to review any and all of the insurance policies and/or endorsements required by in this Contract but has no obligation to do so.

Failure to demand any evidence of full compliance with the insurance requirements stated in this Contract or failure to identify any insurance deficiency does not relieve Contractor from, nor may it be construed or considered a waiver of, Contractor’s obligation to maintain the required insurance at all times during the performance of this Contract.

8.4 Coverage Term. All insurance required by this Contract must be maintained in full force and effect until all work or services required to be performed under the terms of this Contract are satisfactorily performed, completed, and formally accepted by the City, unless otherwise specified in this Contract.

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8.5 Claims Made. In the event any insurance policies required by this Contract are written on a “claims made” basis, coverage shall continue uninterrupted throughout the term of this Contract by keeping coverage in force using the effective date of this Contract t as the retroactive date on all “claims made” policies. The retroactive date for exclusion of claims must be on or before the effective date of this Contract and can never be after the effective date of this Contract. Upon completion or termination of this Contract, the “claims made” coverage shall be extended for an additional three (3) years using the original retroactive date, either through purchasing an extended reporting option, or by continued renewal of the original insurance policies. Submission of annual Certificates of Insurance, citing the applicable coverages and provisions specified herein, shall continue for three (3) years past the completion or termination of this Contract.

8.6 Policy Deductibles and/or Self-Insured Retentions. The policies stated in these requirements may provide coverage which contains deductibles or self-insured retention amounts. Any deductibles or self-insured retention are not applicable to the policy limits provided to the City. Contractor is solely responsible for any deductible or self-insured retention amount. The City, at its option, may require Contractor to secure payment of any deductible or self-insured retention by a surety bond or irrevocable and unconditional Letter of Credit.

8.7 Use of Sub-Contractors. If any work under this Contract is subcontracted in any way, Contractor must execute a written agreement with Subcontractor containing the same Indemnification Clause and Insurance Requirements stated in this Contract protecting the City and Contractor. Contractor will be responsible for executing the agreement with Subcontractor and obtaining Certificates of Insurance verifying the insurance requirements.

8.8 Evidence of Insurance and Requirement Endorsements. Before beginning any work or services under this Contract, Contractor must furnish the City with Certificate(s) of Insurance, or formal endorsements as required by this Contract, issued by Contractor’s insurer(s) as evidence that policies are placed with acceptable insurers as specified in this Contract and provide the required coverage, conditions, and limits of coverage and that any coverage and provisions are in full force and effect. 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 any acceptance and reliance will not waive or alter in any way the insurance requirements or obligations of this Contract. If any of the required policies of insurance expire during the life of this Contract, it will be Contractor’s responsibility to forward renewal Certificates within 10 days after the renewal date containing all the aforementioned insurance provisions. Certificates will specifically cite the following provisions endorsed to the Contractor’s policy:

8.8.1 The City of Scottsdale, its agents, representatives, officers, directors, officials and employees, as well as any federal agencies as may be required pursuant to applicable laws and other agreements to which the City is subject, including, but not limited to, the U.S. Bureau of Reclamation, must be named as Additional Insured under the following policies:

a. Commercial General Liability

b. Auto Liability

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c. Excess Liability - Follow Form to underlying insurance as required.

8.8.2 Contractor’s insurance must be primary insurance as respects performance of subject contract.

8.8.3 All policies, except Professional Liability insurance, if applicable, waive rights of recovery (subrogation) against the City, its agents, representatives, officers, directors, officials, and employees for any claims arising out of work or services performed by Contractor under this Contract.

8.8.4 If the Contractor receives notice that any of the required policies of insurance are materially reduced or cancelled, it will be Contractor’s responsibility to provide prompt notice of same to the City, unless such coverage is immediately replaced with similar policies.

8.9 Commercial General Liability. Contractor must maintain “occurrence” form Commercial General Liability insurance with a limit of not less than $5,000,000 for each occurrence, $5,000,000 Products and Completed Operations Annual Aggregate, and a $2,000,000 General Aggregate Limit. The policy must cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury, and advertising injury. 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 the underlying insurance.

8.10 Vehicle/Auto Liability

Contractor shall maintain Business Automobile Liability Insurance with a limit of $5,000,000 each occurrence on Contractor’s owned, hired, and non-owned vehicles assigned to or used in the performance of the Contractor’s work or services under this Contract. If any hazardous material, as defined by any local, state or federal authority, is the subject, or transported, in the performance of this Contract, an MCS 90 endorsement is required providing $5,000,000 per occurrence limits of liability for bodily injury and property damage. If any Excess insurance is utilized to fulfill the requirements of this paragraph, such Excess insurance shall be “follow form” equal or broader in coverage scope then underlying insurance.

8.11 Workers’ Compensation Insurance. Contractor must maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes applicable to Contractor’s employees engaged in the performance of work or services under this Contract, and must also maintain Employers’ Liability Insurance of not less than $100,000 for each accident, $100,000 disease for each employee, and $500,000 disease policy limit. If Contractor is a sole proprietor or a single member limited liability company with no employees, and has elected not to purchase Workers’ Compensation Insurance, a completed and signed Workers’ Compensation Waiver Form will substitute for this insurance requirement.

8.12 Garage Liability

Contractor shall maintain “occurrence” form Garage Liability Insurance with a limit of not less than $5,000,000 for each occurrence, $5,000,000 Products and Completed Operations Annual Aggregate, and a $5,000,000 General Aggregate Limit. The policy shall cover liability arising from premises, operations, independent Contractors, products-

Last Update 12/12/2025 Page 7 of 11 completed operations, personal injury and advertising injury. If any Excess insurance is utilized to fulfill the requirements of this paragraph, such Excess insurance shall be “follow form” equal or broader in coverage scope then underlying insurance.

9. INDEMNIFICATION.

9.1 Indemnification. To the fullest extent permitted by law, Contractor, its successors, assigns, and guarantors must defend, indemnify, and hold harmless the City, its agents, representatives, officers, directors, officials, and employees from and against all allegations, demands, proceedings, suits, actions, claims, damages, losses, expenses, including but not limited to, attorney fees, court costs, and the cost of appellate proceedings, and all claim adjusting and handling expenses, related to, arising from or out of, or resulting from, any act or omission, negligence, recklessness, or intentional wrongful conduct by Contractor in the performance of this Contract, including but not limited to, any Subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable and any injury or damages claimed by any of Contractor’s and Subcontractor’s employees. This indemnity obligation does not apply to, and Contractor shall be held harmless from and against all suits, demands, or claims related to, the sole negligence of the City, its agents, representatives, officers, directors, officials, and employees.

10. COMPLIANCE WITH ARIZONA AND FEDERAL LAWS.

10.1 Conflict of Interest. The City may cancel any contract or agreement, without penalty or obligation, if any person significantly involved in initiating, negotiating, securing, drafting, or creating the contract on behalf of the City’s departments or agencies is, at any time while the contract or any extension of the contract is in effect, an employee of any other party to the contract in any capacity or a consultant to any other party to the contract with respect to the contract’s subject matter. The cancellation will be effective when all other parties to the contract receive the City’s written notice unless the notice specifies a later time (A.R.S. § 38-511).

10.2 Immigration Law Compliance. Under the provisions of A.R.S. §41-4401, Contractor warrants to the City that Contractor and all its subcontractors will comply with all federal immigration laws and regulations that relate to their employees and that Contractor and all its subcontractors now comply with the E-Verify Program under A.R.S.

§23-214(A).

A breach of this warranty by Contractor or any of its subcontractors will be considered a material breach of this Contract and may subject Contractor or Subcontractor to penalties up to and including termination of this Contract or any subcontract. Contractor will take appropriate steps to assure that all subcontractors comply with the requirements of the E- Verify Program. Contractor’s failure to assure compliance by all its subcontractors with the E-Verify Program may be considered a material breach of this Contract by the City.

The City retains the legal right to inspect the papers of any employee of Contractor or any subcontractor who works on this Contract to ensure that Contractor or any subcontractor is complying with the warranty given above.

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The City may conduct random verification of the employment records of Contractor and any of its subcontractors to ensure compliance with this warranty. Contractor agrees to indemnify, defend, and hold the City harmless for, from, and against all losses and liabilities arising from any and all violations of these statutes.

10.3 No Preferential Treatment or Discrimination. In accordance with the provisions of Article II, Section 36 of the Arizona Constitution, the City will not grant preferential treatment to, or discriminate against, any individual or group on the basis of race, sex, color, ethnicity, or national origin.

10.4 Israel Boycott Prohibition. Unless otherwise prohibited by law or court order, by submitting a quote/proposal/bid and/or entering into a contract with the City, Contractor certifies that they are not currently engaged in, and agree for the duration of the contract to not engage in, a boycott of Israel as proscribed in A.R.S. §35-393.

10.5 Forced Labor Prohibition. To the extent applicable under A.R.S. §35-394, Contractor warrants and certifies that it does not currently, and agrees for the duration of the contract that it will not, use:

a. The forced labor of ethnic Uyghurs in the People’s Republic of China.

b. Any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.

c. 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.

If Contractor becomes aware during the term of the Contract that Contractor is not in compliance with this paragraph, Contractor shall notify the City within five (5) business days after becoming aware of the noncompliance. If Contractor fails to provide a written certification that Contractor has remedied the noncompliance within one hundred eighty

(180) days after notifying the public entity of its noncompliance, this Contract shall terminate unless the Term of this Contract shall end prior to said one hundred eighty (180) day period.

10.6 Federal Laws. Contractor agrees to comply with all applicable federal laws, including but not limited to the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986, and the Drug Free Workplace Act of 1989.

11. COMPLIANCE WITH CITY REQUIREMENTS

11.1 Advertising. No advertising or publicity concerning the City using Contractor’s services shall be undertaken without prior written approval of such advertising or publicity by the Contract Administrator and the City Attorney.

11.2 No Donations Allowed. To avoid the appearance of impropriety, Contractor shall not make any donation to the City of any goods or services during the term of this Contract, unless it has specifically been approved by the City Manager or designee.

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11.3 Request for Taxpayer I.D. Number and Certification I.R.S. W-9 Form. Upon request, Contractor will provide the required I.R.S. 2-9 Form, which is available from the I.R.S. website at www.IRS.gov under their forms section.

11.4 Records and Audit Rights. Contractor’s records (hard copy, as well as computer readable data), and any other supporting evidence considered necessary by the City to substantiate charges and claims related to this Contract are open to inspection and subject to audit and/or reproduction by City’s authorized representative to the extent necessary to adequately permit evaluation and verification of the cost of the work, and any invoices, change orders, payments or claims submitted by the Contractor or any of his payees in accordance with the terms of the Contract. The City’s authorized representative must be given access, at reasonable times and places, to all of Contractor’s records and personnel in accordance with the provisions of this article throughout the term of this contract and for a period of 3 years after last or final payment.

Contractor must require all Subcontractors, insurance agents, and material suppliers (payees) to comply with the provisions of this Section by insertion of these contract requirements in a written contract agreement between Contractor and payee. These requirements will also apply to any and all Subcontractors.

If an audit in accordance with this Section, discloses overcharges, of any nature, by the Contractor to the City in excess of 1% of the total contract billings, the actual cost of the City’s audit will be reimbursed to the City by the Contractor. Any adjustments and/or payments which must be made as a result of any audit or inspection of the Contractor’s invoices and/or records will be made within a reasonable amount of time (not to exceed 90 days) from presentation of City’s findings to Contractor.

11.5 Background Check. Contractor acknowledges that the City may require a background and/or criminal records check of Contractor, which may include fingerprinting. If, in the City’s sole discretion, the City determines that Contractor refused to participate in a background or criminal records check, or the City no longer wishes to contract with Contractor due to the results of a background or criminal records check, the City may terminate this Contract effective immediately upon the City’s notice to Contractor.

11.6 Contractor On Site Safety Requirements. For any non-construction City supplier whose service contract(s) (either singular or in aggregate) results in the contractor working 500 or more hours on site at a City of Scottsdale location(s) in any one calendar quarter, the following documentation must be provided by the contractor to the Contract Administrator (“CA”):

• the contractor’s most recent OSHA 300A (if applicable);

• all accident reports for injuries that occurred in the city under the contract during the most recent review period;

• the contractor’s current worker’s compensation experience modifier;

• the above information is to be provided to the CA initially and every

February thereafter as long as the contract is in force;

• the CA will provide this information to Risk Management when requested.

http://www.irs.gov/

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12. MISCELLANEOUS.

12.1 Arizona Law; Venue. This Contract shall be governed and interpreted according to the laws of the State of Arizona, and any cause of action pertaining to this Contract may be brought only in courts in Maricopa County, Arizona.

12.2 Attorney Fees. In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Contract, or on account of any breach or default, the prevailing party will be entitled to receive from the other party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a jury, which will be considered to have accrued on the commencement of the action and will be enforceable whether or not the action is prosecuted to judgment.

12.3 Severability. If any provision of this Contract is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, then such provision shall be deemed deleted, the remaining provisions shall not in any way be affected or impaired thereby, and this Contract shall remain in full force and effect.

12.4 Entire Agreement. This Contract constitutes the entire understanding between the Parties and supersedes all previous representations, written or oral, with respect to the subject matter contained herein.

12.5 Amendments. This Contract may not be modified or amended except by written agreement of the Parties, signed by the Purchasing Director or designee and the Contractor’s authorized representative.

12.6 Cooperative Use of Contract. This Contract may be extended for use by other municipalities, government agencies and governing bodies, including but not limited to the Arizona Board of Regents, and political subdivisions of the State of Arizona, that has, at the time of request, a cooperative purchasing agreement with the City, or that participates in the Strategic Alliance for Volume Expenditures (SAVE) cooperative. Any usage by other entities must be in accordance with the ordinances, charter, and/or rules and regulations of the respective entity and must be approved by Contractor. Each participating entity that orders goods or services under this Contract as provided above is solely responsible for paying Contractor for those goods and services. The City is not responsible for any disputes arising out of transactions made by other entities.

12.7 Assignment. Services covered by this Contract may not be assigned or sublet in whole or in part without first obtaining the written consent of the Purchasing Director or designee and Contract Administrator.

12.8 Counterparts. This Contract may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

12.9 Authority. Each party warrants and represents that it has full power and authority to enter into and perform this Contract, and that the person signing on behalf of each has been properly authorized to enter into this Contract.

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12.10 Successors and Assigns. This Contract extends to and is binding upon Contractor, its successors and assigns, including any individual, company, partnership or other entity with or into which Contractor merges, consolidates or is liquidated, or any person, corporation, partnership or other entity to which Contractor sells its assets.

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Solicitation #26RFP036 Contract # 26RFP036

Contract Signature Page Template Admin Contract No. XXXXXX Updated 12/08/25

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

CONTRACTOR CITY OF SCOTTSDALE

Contractor Name Contractor Address ______________________________ Contractor Address Jenn Myers, MPA, CPPO, NIGP, CPP, CPPB Purchasing Director

______________________________ REVIEWED BY:

(Authorized Representative Signature)

(Name) Nathan Domme Contract Administrator (Title) George Woods Safety & Risk Management Director

APPROVED AS TO FORM:

Luis E. Santaella, Interim City Attorney By: Lindsay Hampshire, Asst. City Attorney