4725_RFP_FINAL.pdf

CITY OF CHANDLER

NOTICE OF REQUEST FOR PROPOSAL CD4-918-4725

SOLICITATION TITLE: Arts Facilities Needs Assessment

SOLICITATION NO.: CD4-918-4725

PROPOSAL DUE DATE: February 15, 2024

PROPOSAL DUE TIME: 4:00 pm local Arizona time

SUBMIT TO: Via email to:

christina.pryor@chandleraz.gov Email and attachments may not exceed 50 MB

PRE-PROPOSAL CONFERENCE: January 30, 2024 1:00 pm local Arizona time

CONFERENCE ATTENDANCE: Dial in number: 415-655-0001

Event number: 2660 016 9558

CONTACT: Christina Pryor, CPPO Procurement Manager Phone: (480) 782-2403 Email: christina.pryor@chandleraz.gov

ISSUE DATE: January 16, 2024

Proposals for the commodity or service specified will be received by the Purchasing Division, City of Chandler, via email to christina.pryor@chandleraz.gov, until the time and date cited above. The City does not accept proposals submitted through the Arizona Procurement Portal. Proposals must be submitted via email to the Procurement Officer.

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 an arts facilities needs assessment 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.

8. Exceptions to the Solicitation. Any exception to the solicitation must be submitted as soon https://www.chandleraz.gov/business/vendor-services/purchasing 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

SCOPE OF SERVICES

Background

The Chandler Center for the Arts (Center) is jointly owned by the City of Chandler (City) and the Chandler Unified School District (District). With an average of 800 activities per year, the Center serves the needs of the District Monday through Thursday and residents of Chandler and the surrounding metro Phoenix area with performances, exhibitions, and events Friday through Sunday. The City contracts the Chandler Cultural Foundation (Foundation) as the management entity during their time of use to program, market and fundraise for the Center. During the City’s time of use the Foundation presents a series of local, national, and international touring productions and is the host venue for local arts organizations, promoters, and community groups.

The Center opened in 1989 and is equipped with three theatres and a 2,000 square foot gallery.

With a total seating capacity of 1508, the design of the Center allows for two rear sections of the main auditorium to rotate 180 degrees to become two intimate performance spaces: the 346 seat Hal Bogle Theatre and the 250 seat Recital Hall.

The City of Chandler is seeking proposals from qualified offerors to conduct an arts facility needs assessment in accordance with the Scope of Services below. The Scope of Services does not include architectural renderings or concepts and is not intended to identify potential architectural partners.

Scope of Services

First Phase –Research phase to determine community and stakeholder needs

• Background Research – review previous studies of the building, existing cultural plans, stakeholder strategic plans, School District fine arts program current usage, annual reports, history of the Center, etc.

• Operational review of current operations and programming, governance/partnership agreements, staffing, attendance, financial performance, utilization, audience surveys, audience demographics including geodemographic analysis, AEP6 data, etc.

• Stakeholder engagement – interviews and small group interviews

• Needs assessment – audiences and user groups – regional users – internal needs assessment

(administrative space, classroom and workshop space, production space, front of house space– what are needs of current staff and programming?) – survey of current and prospective users

• Needs assessment – School District usage needs assessment for future curricular program expansion and overall usage day/night/weekdays/weekends)

• Competitive landscape assessment (identifying, researching, and evaluating competitors) and overall market analysis (assessment of target market and the competitive landscape within the industry)

• Collect data from an expanded user group beyond the Center’s membership including Chandler residents who travel to other venues outside of Chandler to purchase programming

• Comparisons to other operations with Key Performance Indicators – post pandemic performance indicators

• Tech crew staffing review - support for School District usage and Community usage

Second Phase – Planning/forecasting phase to explore scenarios and options

• Build a case for why expanded arts facilities add value and could benefit the community culturally and financially. Include alternative analysis of options if expansion is completed or not completed.

• Defining a building program – develop a program of spaces for a new building, expansion of existing, existing accessibility and safety for multi-use programming, and repurposing of existing spaces. No graphics, just spaces and square feet. Develop an Order of Magnitude capital cost estimate based on comps – including assessment of repurposing of existing spaces and new spaces – ADA improvements

• Site visits to comp facilities – arrange guided visits to other multi-purpose facilities (local first and potentially out of state)

• Location/Site evaluation – high-level evaluation of multiple sites – access, size/shape, adjacencies, ownership/acquisition; not a technical assessment of sites so no need for civil engineering, soil testing, etc.; develop evaluation criteria, then use criteria to rank various sites recommended (including on-site and off-site advantages) by stakeholders and project steering committee.

• Activity Forecast –Map out who uses the proposed space and how often. Mock-up an annual calendar.

• Management and governance – evaluate the existing partnership and other alternative structures; make recommendations.

• Financial forecast – forecast of revenue/expense for normalized year of operation of new facilities + existing Center (with any facility modifications made).

EVALUATION CRITERIA

Qualifications and Experience 40%

1. Provide a brief history of the company including number of years in business, primary business focus and number of years providing the services described in the Scope of Work.

2. Identify the proposed project team. Provide evidence of qualifications for relevant experience and expertise of the project team members in providing services pertaining to performing arts facilities needs assessments.

3. Provide samples of deliverables from substantially similar projects performed by the proposed team members, preferably those cited as references.

4. Provide a minimum of three (3) references from similar projects performed for state and/or local government clients, school districts and/or nonprofits partnerships within the last three years.

The City reserves the right to contact additional clients for references, if deemed necessary.

Information provided for each reference should include:

• Client Name

• Project Description

• Project Dates (starting and ending)

• Staff assigned to referenced project that are proposed to perform services for the City

• Client project manager name, email and telephone number

5. Identify proposed subconsultants. For each, provide the information requested in 1 – 4 above.

Method of Approach 35%

1. Provide a narrative that describes the approach to the Scope of Services. Include:

a. Approach to project phases

b. Specific project phase activities and personnel to be assigned

c. Timeline and milestones

d. Resources needed from the City and stakeholders

2. Describe the roles and responsibilities of any proposed subcontractors in the proposed approach to the work.

3. Describe the role of City staff in the proposed approach to the work.

4. Provide any recommendations for scope enhancements that will positively impact the quality of the Area Plan.

Fee Proposal 25% Complete the Fee Proposal Page.

FEE PROPOSAL PAGE

Provide firm, fixed, all-inclusive pricing for each Phase of the Scope of Services in the format provided below.

Phase Fee

Phase 1:

Research phase to determine community and stakeholder needs $

Phase 2:

Planning/forecasting phase to explore scenarios and options $

Project Total $

Provide hourly rates for all consultant and sub-consultant personnel below. In the event that the City requires related services in addition to those of the Scope of Work, these rates will serve as the basis for pricing those services.

Staff Role Hourly Fee

City Clerk Document No.

City Council Meeting Date:

CITY OF CHANDLER SERVICES AGREEMENT

ARTS FACILITIES NEEDS ASSESSMENT

CITY OF CHANDLER AGREEMENT NO. CD4-918-4725

THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an Arizona municipal corporation (City), and (Contractor), (City and Contractor may individually be referred to as Party and collectively referred to as Parties) and made , 2024 (Effective Date).

RECITALS

A. City proposes to conduct an arts facilities needs assessment as more fully described in Exhibit A, which is attached to and made a part of this Agreement by this reference.

B. Contractor is ready, willing, and able to provide the 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:

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, or corporation 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 the services described in 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 services in Chandler, Arizona exercises under similar conditions. All work 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 work 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 work or service.

SECTION III: PERIOD OF SERVICE

Contractor must perform the services described in Exhibit A for the term of this Agreement.

Following execution of this Agreement by City, the Contractor will immediately commence work and will complete all services described within ______ days from the date the Contractor is notified to proceed.

SECTION lV: PAYMENT OF COMPENSATION AND FEES

4.1 Unless amended in writing by the Parties, Contractor's compensation and fees as more fully described in Exhibit B for performance of the services approved and accepted by the City under this Agreement must not exceed $ . Contractor must submit requests for payment for 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 services negotiated as a lump sum will be made in accordance with the percentage of the work completed during the preceding billing period. Services negotiated as a not-to-exceed fee will be paid in accordance with the work completed on the service 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 services within 30 days of the City’s receipt of the request for payment.

4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this Agreement, it is the responsibility of the Contractor to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.

4.3 Tax Indemnification. The Contractor and all subcontractors will pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. The Contractor will and require all subcontractors to hold the City harmless from any responsibility for taxes, damages, and interest, if applicable, contributions required under Federal, state, and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security, and Worker’s Compensation.

4.4 All prices offered herein shall be firm against any increase for the initial term of the Agreement.

Prior to commencement of subsequent renewal terms, the City may approve a fully documented request for a price adjustment. The City shall determine whether any requested price increases for 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 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 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 services, cost of performance, or Project schedule, the work 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 service provided for in this Agreement, or abandon any portion of the Project for which services have been performed by the Contractor. In the event the City abandons or suspends the services, or any part of the 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 work Contractor has completed and submit Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's work to appraise the work completed. The Contractor will receive compensation in full for services performed to the date of such termination. The fee shall be paid in accordance with Section IV of this Agreement, and as mutually agreed upon by the Contractor and the City. If there is no mutual agreement on payment, the final determination will be made in accordance with the Disputes provision in this Agreement. However, in no event may the payment exceed the payment set forth in this Agreement nor as amended in accordance with Alteration in Character of Work. The City will make the final payment within 60 days after the Contractor has delivered the last of the partially completed items and the Parties agree on the final payment.

If the City is found to have improperly terminated the Agreement for cause or default, the termination will be converted to a termination for convenience in accordance with the provisions of this Agreement.

5.4 Termination for Cause. The City may terminate this Agreement for Cause upon the occurrence of any one or more of the following events: in the event that (a) the Contractor fails to perform pursuant to the terms of this Agreement, (b) the Contractor is adjudged a bankrupt or insolvent, (c) the Contractor makes a general assignment for the benefit of creditors, (d) a trustee or receiver is appointed for Contractor or for any of Contractor’s property (e) the Contractor files a petition to take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws, (f) the Contractor disregards laws, ordinances, rules, regulations or orders of any public body having jurisdiction, or (g) the Contractor fails to cure default within the time requested. Where Agreement has been so terminated by City, the termination will not affect any rights of City against Contractor then existing or which may thereafter accrue.

5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold harmless the City and its officers, officials, agents and employees (lndemnitee) from any and all claims, actions, liabilities, damages, losses or expenses (including court costs, attorneys' fees and costs of claim processing, investigation and litigation) (Claims) caused or alleged to be caused, in whole or in part, by the wrongful, negligent or willful acts, or errors or omissions of the Contractor or any of its owners, officers, directors, agents, employees, or subcontractors in connection with this Agreement. This indemnity includes any claim or amount arising out of or recovered under workers' compensation law or on account of the failure of the Contractor to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.

The Contractor must indemnify lndemnitee from and against any and all Claims, except those arising solely from lndemnitee's own negligent or willful acts or omissions. The Contractor is responsible for primary loss investigation, defense and judgment costs where this indemnification applies. In consideration of the award of this Agreement, the Contractor agrees to waive all rights of subrogation against lndemnitee for losses arising from or related to this Agreement. The obligations of the Contractor under this provision survive the termination or expiration of this Agreement.

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: Name:

Title: Title:

Address: Address:

Phone: Phone:

Email: Email:

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 performing services prescribed in the Agreement. The City may acknowledge its acceptance of such personnel to 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 Services. If the City objects, with reasonable cause, to any of the Contractor's staff, the Contractor must take prompt corrective action acceptable to the City and, if required, remove such personnel from the Project and replace with new personnel agreed to by the City.

5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for approval the names of subcontractors to be used under this Agreement. Any subsequent changes are subject to the City’s written prior approval.

5.17 Force Majeure. If either party is delayed or prevented from the performance of any act required under this Agreement by reason of acts of God or other cause beyond the control and without fault of the Party (financial inability excepted), performance of that act may be excused, but only for the period of the delay, if the Party provides written notice to the other Party within ten days of such act. The time for performance of the act may be extended for a period equivalent to the period of delay from the date written notice is received by the other Party.

5.18 Compliance with Laws. Contractor understands, acknowledges, and agrees to comply with the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free Workplace Act of 1989. All services performed by Contractor must also comply with all applicable City of Chandler codes, ordinances, and requirements. Contractor agrees to permit the City to verify Contractor’s compliance.

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

5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding a contract to any natural person who cannot establish that such person is lawfully present in the United States. To establish lawful presence, a person must produce qualifying identification and sign a City-provided affidavit affirming that the identification provided is genuine. This requirement will be imposed at the time of contract award. This requirement does not apply to business organizations such as corporations, partnerships, or limited liability companies.

5.22 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor certifies and agrees Contractor does not currently use and will not use for the term of this Agreement: (i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China.

5.23 Covenant Against Contingent Fees. Contractor warrants that no person has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, and that no member of the Chandler City Council, or any City employee has any interest, financially, or otherwise, in Contractor’s firm. For breach or violation of this warrant, the City may annul this Agreement without liability or, at its discretion, to deduct from the Agreement price or consideration, the full amount of such commission, percentage, brokerage, or contingent fee.

5.24 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this Agreement or to require performance of the other Party of any of the provisions hereof must not be construed to be a waiver of such provisions, nor must it affect the validity of this

Agreement or any part thereof, or the right of either Party to thereafter enforce each and every provision.

5.25 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential conflicts of interest, the Contractor must provide written notice to the City, as set forth in this Section, of any work or services performed by the Contractor for third parties that may involve or be associated with any real property or personal property owned or leased by the City. Such 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.