4685_Public_Defender_Services_FINAL.pdf

CITY OF CHANDLER

NOTICE OF REQUEST FOR PROPOSAL CC4-961-4685

SOLICITATION TITLE: Public Defender Services

SOLICITATION NO.: CC4-961-4685

PROPOSAL DUE DATE: September 26, 2023

PROPOSAL DUE TIME: 4:00 pm local Arizona time

SUBMIT TO: Via email to:

saranna.davidson@chandleraz.gov Email and attachments may not exceed 50 MB

CONTACT: Saranna Davidson Procurement Officer Phone: (480) 782-2406 Email: saranna.davidson@chandleraz.gov

ISSUE DATE: September 12, 2023

Proposals for the commodity or service specified will be received by the Purchasing Division, City of Chandler, via email to saranna.davidson@chandleraz.gov, until the time and date cited above.

Proposals must be received in the email inbox of the responsible Procurement Officer on or prior to the exact time and date indicated above.

Instructions for preparing proposals are provided on the following pages.

RFP Summary: The City is requesting proposals from qualified offerors to provide the City with public defender services pursuant to the attached agreement.

INFORMATION AND INSTRUCTIONS TO PROPOSERS

1. Vendor Registration. Proposers must register via the on-line vendor registration system to automatically receive notification of addenda to this solicitation or notice of other solicitation opportunities. Visit https://www.chandleraz.gov/business/vendor-services/purchasing, select Vendor Registration and Management.

2. Addendum. This RFP may only be modified by a written addendum. Proposers are responsible for obtaining all addenda. A Proposer must not rely on verbal responses to inquiries. A verbal reply to an inquiry does not constitute a modification of the solicitation.

3. Late Proposals. Late proposals will not be accepted. It is the sole responsibility of the

Proposer to ensure that its proposal is received at or prior to the exact date and time indicated on the Notice Page. The time stamp of the City’s email system will govern timeliness of submission.

4. Cost of Proposal Preparation. The City will not reimburse any Proposer the cost of responding to a solicitation.

5. Duty to Examine. It is the responsibility of each Proposer to examine the entire solicitation, seek clarification and make inquiries, and examine its proposal for accuracy before submitting it. Lack of care in preparing a proposal will not be grounds for modifying or withdrawing the proposal after the due date and time, nor will it give rise to any claim.

6. Inquiries. Any inquiry related to this solicitation, including any requests for or inquiries regarding standards referenced in the solicitation must be directed solely to the Procurement Officer listed on the cover page of the solicitation. Proposers will not contact or direct inquiries concerning this solicitation to any other City employee unless the solicitation specifically identifies a person other than the Procurement Officer as a contact.

All inquiries, except those at the Pre-Proposal Conference, should be submitted in writing and refer to the appropriate solicitation number, page and paragraph. The City will consider the relevancy of all inquiries but is not required to respond in writing.

Any inquiry must be submitted as soon as possible and should be submitted at least ten days before the proposal due date and time for review and determination by City. Failure to do so may result in the inquiry not being addressed in a solicitation addendum.

7. Remote Attendance at Pre-Proposal Conference. The City may offer remote attendance at the Pre-Proposal Conference via a City-hosted dial-in meeting. If remote attendance is offered, meeting details will be provided on the Notice Page. Interested Offerors attending remotely may be required to register and provide, at a minimum, attendee name and company name.

Remote attendance is provided as a courtesy. Attendees are responsible for all aspects of their attendance. The City will not provide technical support for remote attendance.

https://www.chandleraz.gov/business/vendor-services/purchasing

8. Exceptions to the Solicitation. Any exception to the solicitation must be submitted as soon as possible and should be submitted at least ten days before the proposal due date and time for review and determination by City. Failure to do so may result in the exception not being addressed in a solicitation addendum.

9. Proposal Amendment or Withdrawal. A proposal may be withdrawn at any time before the due date and time. A proposal may not be amended or withdrawn after the due date and time except as otherwise provided by applicable law.

10. Unit Price Prevails. In the case of discrepancy between the unit price or rate and the extension of that unit price or rate, the unit price or rate will govern.

11. Non-Collusion and Non-Discrimination. By signing and submitting the proposal, the

Proposer certifies that the Proposer did not engage in collusion or other anti-competitive practices in connection with the preparation or submission of its proposal; and the Proposer does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, age, sex, national origin, or disability, and that it complies with all applicable Federal, state and local laws and executive orders regarding employment.

12. Waiver and Rejection Rights. The City reserves the right to waive any immaterial defect or informality; or reject any or all proposals, or portions thereof; or reissue the Request for Proposal; and will be the sole judge of the merits of the proposals received.

13. Proposal Opening. Proposals will be opened as indicated on the Notice Page, unless amended in writing by the Procurement Officer issuing the solicitation. The name of each Proposer will be public information following the proposal opening. No other information will be publicly disclosed at that time.

14. Public Record. All proposals submitted in response to this solicitation and all evaluation related records will become property of City and will become a matter of public record for review, subsequent to publication by the City of the proposed award in the agenda for the City Council Meeting, or upon award by the appropriate approving authority or as otherwise required by law.

15. Confidential Information. A request for nondisclosure of data such as trade secrets or other proprietary information must be submitted with the proposal and must contain the basis for the request. Any information included in the request must be submitted as a separate file. Price is not confidential and will not be withheld. A blanket statement of confidentiality will not be considered. It is the Proposer’s responsibility to identify and segregate the information in the proposal provided to the City.

The City will review all requests for confidentiality and may approve or deny all or portions of the request. Information denied confidentiality will be released as public information. In the event of a public records request for information granted confidentiality, the City will endeavor provide 48-hours’ notice before releasing materials in order for the Proposer to apply for a court order blocking the release of the information.

16. Proposal Acceptance Period. All proposals will remain valid for 120 days after the day of the opening of proposals. The City may, at its sole discretion, release any proposal and return any security (as applicable) prior to that date. No Proposer may withdraw a proposal during this period without written permission from the City. Should any Proposer refuse to enter into an agreement, under the terms and conditions of the procurement, the City may retain any security (as applicable) as liquidated damages.

17. Discussions with Proposers and Revisions to Proposals. Discussions and additional investigations may be conducted with responsible Proposers who submit proposals determined to be reasonably susceptible of being selected for award for the purpose of clarification to assure full understanding of, and responsiveness to, the solicitation requirements. Proposers will be accorded fair and equal treatment with respect to any opportunity for discussion and revision of proposals, and such revisions may be permitted after submissions and prior to award for the purpose of obtaining best and final proposals.

In conducting discussions, there will be no disclosure of any information derived from proposals submitted by competing Proposers. The purposes of such discussions will be to:

determine in greater detail such Proposer’s qualifications; explore with the Proposer the scope and nature of the project, the Proposer’s proposed method of performance, and the relative utility of alternate methods of approach; determine that the Proposer will make available the necessary personnel and facilities to perform within the required time; agreeing upon compensation, which is fair and reasonable, taking into account the estimated value of the required services, and the scope, complexity and nature of such services.

18. Clarifications. City reserves the right to obtain Proposer clarifications where necessary to arrive at full and complete understanding of Proposer’s product, service, and solicitation response. Clarification means a communication with a Proposer for the purpose of eliminating ambiguities in the proposal and does not give Proposer an opportunity to revise or modify its proposal.

19. Agreement Negotiations. City reserves the right to conduct exclusive or concurrent negotiations with responsible Proposer(s) for the purpose of agreeing to the conditions, terms and price of the proposed agreement unless prohibited. Proposers will be accorded fair and equal treatment in conducting negotiations and there will be no disclosure of any information derived from proposals submitted by competing Proposers. Exclusive or concurrent negotiations will not constitute an agreement award nor will it confer any property rights to the successful Proposer. In the event the City deems that negotiations are not progressing, the City may formally terminate these negotiations and may enter into subsequent concurrent or exclusive negotiations with the next most qualified Proposer(s).

20. Payment. Proposers may agree to accept the City Procurement Card (Mastercard) for payment. Proposers should indicate on the Proposer Information and Offer Section of this RFP, their willingness to accept City Procurement Card payments. The inability to accept payment by City Procurement Card will not disqualify a Proposer’s response.

Proposers may also agree to accept other traditional payment methods, including automated clearinghouse (ACH). Payment terms for traditional payment methods are Net 30 upon receipt of an accurate invoice. Proposers may propose additional discounts for early payment within their proposal.

21. Local Business Consideration. Where the Chandler Administrative Regulation MS-16 Local Business Consideration is applicable, any applicable Chandler Transaction Privilege Tax will be deducted from the net cost for the purpose of evaluation.

22. Protests. A protest must be in writing and be filed with the Purchasing Division. Filed means delivery to the Procurement Officer or Procurement and Supply Senior Manager, whichever is applicable. A time and date of receipt will be documented in a verifiable manner for purposes of filing.

A protest must include:

a. The name, address, telephone number and email address of the protester;

b. The signature of the protester or its representative;

c. Identification of the solicitation or contract number;

d. A detailed statement of the legal and factual grounds of the protest including copies of relevant documents; and

e. The form of relief requested.

A protest based upon alleged improprieties in a solicitation that are apparent before the solicitation due date must be filed not less than five calendar days before the solicitation due date.

A protest of a proposed award requiring City Council approval must be filed within five calendar days of the first posting of the award recommendation on the Purchasing Division website or the City Clerk’s website, whichever occurs first. If the deadline for filing a protest occurs on a weekend or holiday, the protest must be filed the next business day.

A protest of an award not requiring City Council approval must be filed within ten days after the protester knows or should have known the basis of the protest.

23. Award. Unless otherwise provided in this solicitation, the City reserves the right to make multiple awards, award by item, group or as a total, as is deemed most advantageous to the City.

24. Execution of Agreement. Within ten days of notice that Proposer is the recommended awardee, Proposer will execute and return the Agreement to Purchasing.

25. Persons with Disabilities. Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Procurement Officer.

Requests must be made as early as possible to allow time to arrange the accommodation.

PROPOSAL CONTENT

Proposers must submit one copy of the proposal via email to the responsible Procurement Officer.

The REQUEST FOR PROPOSAL TITLE, NUMBER AND OFFEROR NAME should be in the subject line of the email. Emails and attachments may not exceed 50 MB in size. Attachments should be in .pdf format and named with the RFP number and Offeror name. A single email is preferred, however multiple emails are permissible provided that all are received prior to the due date and time.

Proposals should include the following information in the order listed:

1. Completed Proposer Information and Offer Section. Complete and submit the Proposer Information and Offer Section in the format provided in this solicitation. Failure to do so may result in the proposal being rejected as non-responsive. The Proposer Information and Offer Section within the solicitation must include a signature by a person authorized to sign the proposal. The signature must signify the Proposer’s intent to be bound by its Proposal and the terms of the solicitation and that the information provided is true, accurate and complete.

2. Responses to Proposal Evaluation Criteria. Submit information requested in the Evaluation Criteria Section provided in this solicitation. Forms, such as pricing forms, must be completed in the format provided in the solicitation. Failure to do so may result in the proposal being rejected as non-responsive.

3. Exceptions to Agreement. The City’s standard Agreement is included as a part of this solicitation. By submitting a proposal, the Proposer acknowledges having reviewed the Agreement. Any exceptions to the Scope of Work or Specifications or to Agreement terms and conditions must be included with the proposal and be clearly identified. Exceptions not included in the proposal may not be introduced in the future. Any exceptions to the Scope of Work, Specifications or the Agreement language will be considered and included in City’s evaluation of the proposal. A proposal that takes exception to a material requirement of any part of the Scope of Work, Specifications or Agreement language may be rejected as non-responsive.

4. Disclosure. If the Proposer has been debarred, suspended or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any Federal, state or local government, or if any such preclusion is currently pending, the Proposer must make disclosure. In the proposal, the Proposer must include information including the name and address of the governmental entity, the effective date and duration of this suspension or debarment, and the relevant circumstances. The City reserves the right to reject a proposal received from a Proposer, including each of its principals, who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity.

PROPOSER INFORMATION AND OFFER SECTION

Company Name

Business Type (Corporation, Partnership, etc.)

State of Incorporation (if applicable)

Federal Tax I.D. No.

Address

City, State, Zip

Authorized Signature

Name and Title

Contact Name

Title

Telephone

E-mail

Chandler Transaction Privilege Tax (TPT) No. (if applicable) Date of issue:

Is proposed purchase subject to TPT? _______yes _______no

Will you accept a City Procurement Card (MasterCard) for payment of invoices? _______yes _______no

If you accept a MasterCard for payment, do you charge a fee?

_______yes _______no If yes, what is the fee?______

Will you accept automated clearinghouse (ACH) for payment of invoices? _______yes _______no

Prompt Payment Terms Offered _______% Net _________ days

Disclosure of Debarment or Suspension

_______yes _______no

(If yes, please attach description of the circumstances)

Exceptions Taken

_______yes _______no

(If yes, please attach a clearly identified section)

Date Addendum #1 Acknowledged/Received

Date Addendum #2 Acknowledged/Received

Date Addendum #3 Acknowledged/Received

EVALUATION CRITERIA

Statement of Qualifications, Education & Experience 40%

Elements that may be considered include:

• Provide resume or statement of qualifications which include the following:

o Education o Past work experience o Previous experience as a court-appointed attorney o References o Special qualifications

RFQ Response 25%

Elements that may be considered include:

• Quality, composition, and completeness of response

• Acceptance of City’s Terms and Conditions

• Ability to provide representation in accordance with the court schedule

Interview 35%

The City may choose to select a short list of respondents for interview by a committee.

RESPONDENTS MUST SUBMIT THE INFORMATION REQUESTED BELOW

1) EXPERIENCE AND QUALIFICATIONS

a) The responding attorney must be a graduate of a fully accredited law school and a member in good standing of the State Bar of Arizona.

b) Minimum Experience – The responding attorney must have a minimum of three (3) years of experience in prosecuting or defending misdemeanor cases in Arizona courts.

i) List and describe your experience representing or prosecuting persons charged with misdemeanor criminal offenses. Be specific as to the types of cases, the courts in which the actions took place, and the average number of cases handled per month.

ii) List and describe any prior experience you have consulting with incarcerated defendants in a jail setting.

2) GENERAL EXPERIENCE

a) Provide a list and description of your education and work history.

i) Dates, schools, degrees, academic honors, academic memberships, etc.

ii) Dates, employers, description of work/duties performed

b) List all professional licenses

c) List all professional associations to which you belong

d) Describe training and experience in alternative dispute resolution

e) Describe any prior public sector experience

f) Describe any prior law enforcement experience

g) State Bar of Arizona – The responding attorney must be a member in good standing with the State Bar of Arizona and remain in good standing throughout the duration of the contract.

i) Are you currently a member in good standing of the State Bar of Arizona?

ii) How long have you been licensed to practice law in Arizona?

iii) Bar Complaints – Has a charge of professional misconduct ever been filed against you with a state bar in any jurisdiction? If yes, provide details, including date(s) and resolution.

iv) Sanctions – Have you ever been sanctioned by any court for violation of any rule, contempt, or other impropriety? If yes, list, describe, and provide the date(s) of any sanctions.

v) Practice-Related Litigation – List any litigation related to your practice of law in which you were or are a party.

h) Professional References – Provide contact information for three professional references.

The individuals listed should be familiar with your qualifications as a practicing attorney.

Include at least one professional adversary.

i) Name

ii) Phone Number

iii) E-mail Address

iv) Organization/Business

i) Other Languages

i) Are you fluent in any languages other than English (including ASL)?

ii) If yes, describe level of fluency for each.

(1) Speaking

(2) Reading

(3) Writing

iii) Are you able to accept the terms and conditions of the agreement?

iv) Are you available to work the required court schedule required by the Court?

Every Monday: All Day Every Tuesday: Morning Only

3) ADDITIONAL REQUESTED DOCUMENTS

a) Conflicts Statement

i) Are you currently involved in any legal representation in which you are adverse to the

City of Chandler? If yes, provide a separate conflicts statement describing the nature of the adverse representation.

ii) If not, provide a separate conflicts statement confirming that you are not currently involved in any legal representation adverse to the City of Chandler or its interests.

b) Certificate of Insurance – The failure to provide a certificate of insurance that conforms with the City’s insurance requirements will not disqualify the responding attorney from being placed on the qualified list, but a conforming certificate will be required before any contract is awarded to the respondent.

c) Certificate of Good Standing

d) Copy of Business License (if applicable)

City Clerk Document No.

City Council Meeting Date: N/A

CITY OF CHANDLER SERVICES AGREEMENT

PUBLIC DEFENDER SERVICES

THIS AGREEMENT (“Agreement”) is entered into by and between the City of Chandler (“City”), an Arizona municipal corporation, by its Mayor, and (“Contractor”), (City and Contractor may individually be referred to as “Party” and collectively referred to as “Parties”) and made this day of , 2023 (Effective Date).

RECITALS

A. City proposes to contract for public defense representation for eligible persons with matters before the Chandler Municipal Court as more fully described in Exhibit A, which is attached to and made a part of this Agreement by this reference.

B. Contractor represents that he or she is licensed to practice law in Arizona and is qualified by reason of competence, training, and experience to provide the services described in Exhibit A for the compensation and fees set forth and as described in Exhibit B, which is attached to and made a part of this Agreement by this reference.

C. City desires to contract with the Contractor to provide these 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:

DEFINITIONS:

For purposes of this Agreement, the following definitions apply:

“Agreement” means this legal agreement executed between the City and the Contractor.

“City” means the City of Chandler, Arizona.

“Contractor” means the individual, partnership, or corporation named in the Agreement.

“Days” means calendar days.

“May” or “Should” means something that is not mandatory but permissible.

“Shall,” Will,” or “Must” means a mandatory requirement.

SECTION I: CONTRACT ADMINISTRATOR

Contractor shall act under the authority and approval of the Presiding City Magistrate of the Chandler Municipal Court, or designee, ("Contract Administrator") to provide the services required by the Agreement.

SECTION II: CONTRACTOR’S SERVICES

This is a personal services contract. Contractor must perform the services described in Exhibit A to City’s satisfaction within the terms and conditions of this Agreement and with the care and skill that a person who provides similar services exercises under similar conditions.

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 commences on ________________, and terminates on June 30, 2024, unless sooner terminated in accordance with the provisions herein. City reserves the right, at its sole discretion, to extend the Agreement for up to 60 days beyond the expiration of any term.

SECTION IV: PAYMENT OF COMPENSATION AND FEES

Unless amended in writing by the Parties, Contractor's compensation and fees, as more fully described in Exhibit B, for performance of the services approved and accepted by the City under this Agreement must not exceed $55,000.00 (FIFTY-FIVE THOUSAND DOLLARS) per year. Contractor must submit requests for payment of services provided during the previous billing period no later than the 7th day of each month and must include, as applicable, detailed invoices and receipts and a narrative description of the tasks accomplished during the billing period as set forth in Exhibit B.

City will make payment for approved and accepted services within 30 days of City’s receipt of the request for payment. Contractor bears all responsibility and liability for any and all tax obligations that result from Contractor’s performance under this Agreement.

SECTION V: GENERAL CONDITIONS

5.1 Records/Audit.

(a) Record Retention. Contractor shall retain and shall contractually require each substitute attorney to retain all data and other records relating to the performance of and service rendered under this Agreement for a period of five years after completion of the Agreement.

(b) Audit. At any time during the term of the Agreement and up to five years thereafter, the books and records of Contractor or any substitute attorney shall be subject to audit by the City to the extent that the books and records relate to the performance of the Agreement or a subcontract hereunder. Upon request, Contractor shall produce a legible copy of any or all such records.

5.2 City’s Contractual Remedies.

(a) Right to Assurance. If City in good faith has reason to believe Contractor does not intend, or is unable, to perform or continue performing under the Agreement, the Contract Administrator may demand, in writing, that Contractor provide a written assurance of intent to perform. Failure by Contractor to provide written assurance within the time period specified in the demand may, at the option of the City, be the basis for terminating the Agreement in addition to any other rights and remedies provided by law or the Agreement.

(b) Right of Offset. City shall be entitled to offset against any sums due Contractor, any expenses or costs incurred by City, or damages assessed by City concerning Contractor’s nonconforming performance or failure to perform the Agreement, including expenses to bring in substitute counsel and other costs and damages incurred by City.

(c) Non-exclusive Remedies. The rights and remedies of the City under the Agreement are not exclusive.

5.3 Termination.

(a) Termination for Convenience. City and Contractor hereby agree to the full performance of the covenants contained herein, except that either Party may terminate the Agreement or any part thereof for its sole convenience with 60 days advance written notice. In the event of such termination, Contractor shall immediately cease all work hereunder. If the Agreement is terminated and Contractor has not rendered services for a full month, the payment for the month will be prorated accordingly. The City will make the final payment within 60 days after the Contractor has delivered the last of the partially completed items.

(b) Termination for Cause. City may, upon written notice, terminate the Agreement for Cause for any one or more of the following non-exclusive grounds: (i) Contractor fails to perform pursuant to the terms of this Agreement, (ii) Contractor willfully or repeatedly disregards the procedures required by the Court, (iii) Contractor demonstrates a continued inability to adequately serve the interests of his or her clients, (iv) Contractor fails to abide by the standards of performance and rules of professional conduct, (v) Contractor fails to maintain his/her license to practice law in Arizona in good standing, (vi) Contractor is adjudged a bankrupt or insolvent, (vii) Contractor makes a general assignment for the benefit of creditors, (viii) A trustee or receiver is appointed for Contractor or for any of Contractor’s property (ix) Contractor files a petition to take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (x) Contractor disregards laws, ordinances, rules, regulations or orders of any public body having jurisdiction, (xi) Contractor fails to cure default within the time requested, or (xii) any other cause which has substantially impaired Contractor’s ability to provide adequate services under the Agreement. Where the Agreement has been so terminated by City, Contractor shall continue to perform in accordance with the requirements of the Agreement up to the date of termination as set forth in the termination notice. The termination shall not affect any rights of City against Contractor then existing or which may thereafter accrue. If 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 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.

5.5 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 the 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. These insurance requirements are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in the Agreement. City in no way warrants that the minimum limits stated in Exhibit C are sufficient to protect Contractor from liabilities that might arise out of the performance of the work under this Agreement by Contractor, Contractor’s agents, representatives, employees, or subcontractors. Contractor is free to purchase such additional insurance as may be determined necessary.

5.6 Cooperation and Further Documentation. Contractor agrees to provide City such other duly executed documents as may be reasonably requested by City to implement the intent of this Agreement.

5.7 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: Name:

Title:

Address: Address:

Phone: Phone:

Email: Email:

5.8 Professional Licenses. Beginning with the Effective Date and for the full term of this Agreement and any extension thereof, Contractor must at all times remain an active member in good standing of the State Bar of Arizona. Contractor shall immediately inform the Contract Administrator of any changes in the status of Contractor’s license to practice law in Arizona.

Contractor’s failure to maintain active membership in good standing and/or failure to promptly apprise the Contract Administrator of changes in status may result in immediate termination of the Agreement. City may, upon written notice to Contractor, immediately terminate the Agreement if the City determines Contractor has been disbarred, suspended, or otherwise lawfully prohibited from practicing law.

5.9 Disputes.

(a) Alternative Dispute Resolution. The Parties agree that there shall be a 60 day resolution period commencing on the day a claim is filed by Contractor pursuant to A.R.S. § 12-821.01 during which time the Parties will negotiate in good faith to resolve the dispute and evaluate the viability of pursuing alternative dispute resolution procedures such as mediation and arbitration.

(b) Fees and Costs. Except as otherwise agreed by the Parties, the prevailing party in any adjudicated dispute relating to this Agreement is entitled to an award of reasonable attorneys’ fees, expert witness fees, and costs including, as applicable, arbitrator fees; provided, however, that no award of attorneys’ fees shall exceed ten percent (10%) of the damages awarded the prevailing party unless the non-prevailing party has been determined to have acted in bad faith or in a frivolous manner during the adjudication.

5.10 Acceptance and Documentation. Contractor’s work shall be reviewed and approved by the Contract Administrator to determine acceptability. Contractor shall maintain current case logs and final disposition records, and shall provide written reports, as requested, to facilitate the Contract Administrator’s evaluation of Contractor’s performance under this Agreement.

5.11 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.

5.12 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.).

5.13 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.

5.14 Substitute Counsel. Prior to beginning the work, the Contractor must furnish the Contract Administrator for approval the names of any substitute attorneys to be used under this Agreement. Any subsequent changes are subject to the City’s prior written approval.

5.15 Mandatory Notification. Contractor shall report to the Contract Administrator any Bar complaint, malpractice claim, or lawsuit in which a determination, finding, or decision adverse to Contractor has been made within three (3) workdays of becoming aware of or receiving notice of the existence or occurrence of such complaint, determination, finding, or decision. Contractor shall report any arrest or conviction to the Contract Administrator as soon as possible after the arrest or conviction and before performing any additional services under the Agreement. Contractor’s failure to provide such mandatory notifications constitutes a material breach of the Agreement.

5.16 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.

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

5.18 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.

5.19 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 services under this Agreement to ensure that the Contractor and subcontractors comply with the warranty under this provision.

5.20 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.

5.21 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.

5.22 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.

5.23 Advertising, Publishing, and Promotion of Contract. Contractor shall not use, advertise, or otherwise promote information related to the Agreement or the services provided hereunder for commercial benefit without the prior written consent of City.

5.24. 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: (a) data which was known to the Contractor or its subcontractors prior to its performance under this Agreement unless such data was acquired in connection with work performed for the City; or (b) data which was acquired by the Contractor or its subcontractors in its performance under this Agreement and which was disclosed to the Contractor or its subcontractors by a third party, who to the best of the Contractor's or its subcontractors knowledge and belief, had the legal right to make such disclosure and the Contractor or its subcontractors are not otherwise required to hold such data in confidence; or (c) data which is required to be disclosed by virtue of law, regulation, or court order, to which the Contractor or its subcontractors are subject. In the event the Contractor or its subcontractors are required or requested to disclose data to a third party, or any other information to which the Contractor or its subcontractors became privy as a result of any other contract with the City, the Contractor must first notify the City as set forth in this Section of the request or demand for the data. The Contractor or its subcontractors must give the City sufficient facts so that the City can be given an opportunity to first give its consent or take such action that the City may deem appropriate to protect such data or other information from disclosure. Unless prohibited by law, within ten calendar days after completion of services for a third party on real or personal property owned or leased by the City, 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.

5.25 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.

5.26 Jurisdiction and Venue. This Agreement is made under and must be construed in accordance with and governed by the laws of the State of Arizona without regard to the conflicts or choice of law provisions thereof. Any action to enforce any provision of this Agreement or to obtain any remedy with respect hereto must be brought in the courts located in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and irrevocably consents to the jurisdiction and venue of such court.

5.27 Survival. All warranties, representations, and indemnifications by the Contractor must survive the completion or termination of this Agreement.

5.28 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.

5.29 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.

5.30 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.

5.31 Time is of the Essence. Time of each of the terms, covenants, and conditions of this Agreement is hereby expressly made of the essence.

5.32 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.

5.33 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.

5.34 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.

5.35 Document/Information Release. Documents and materials released to Contractor, which are identified by the City as sensitive and confidential, are City’s property. The document/material must be issued by and returned to City upon completion of the services under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication in any manner is prohibited without the City’s prior written approval. The document/material must be kept secure at all times. This directive applies to all City documents, whether in photographic, printed, or electronic data format.

5.36 Exhibits. The following exhibits are made a part of this Agreement and are incorporated by reference:

Exhibit A - Project Description/Scope of Services

Exhibit B - Compensation and Fees Exhibit C - Insurance Requirements

5.37 Waiver of Workers’ Compensation Benefits. If a sole proprietor, Contractor shall execute the Sole Proprietor’s Waiver of Workers’ Compensation Benefits.

5.38 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.

5.39 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 City nor 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.

5.40 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.

5.41 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.