4886_RFP_FINAL.pdf

CITY OF CHANDLER

NOTICE OF REQUEST FOR PROPOSAL HR5-918-4886

SOLICITATION TITLE: Employee Assistance Program

SOLICITATION NO.: HR5-918-4886

PROPOSAL DUE DATE: March 26, 2025

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: March 10, 2025 11:00 am local Arizona time

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

Event number: 2664 985 0390

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

ISSUE DATE: February 24, 2025

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 employee assistance program 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. 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

SCOPE OF SERVICES

BACKGROUND

The City of Chandler has historically provided at the City's expense an Employee Assistance Program to all regular status employees, immediate family members and members of their household. The current program in place provides up to 10 visits with a counselor per incident per year for each employee and their family members. The City of Chandler has an eligible employee population of approximately 1,1,750 (217 Fire, and 217 PD employees).

More information about the benefits offered to City employees, as well as the Employee Benefits Guide, can be found online at https://www.chandleraz.gov/government/departments/human-resources/active-and-retiree-employee-benefits

Utilization Reports for calendar years 2022, 2023, and 2024 are available. To receive copies of the reports, interested Offerors must complete the Nondisclosure Statement included as Attachment C with the RFP and return the completed, signed statement to Christina Pryor, CPPO, Procurement and Supply Senior Manager via e-mail to Christina.Pryor@chandleraz.gov.

SCOPE OF SERVICES

The Contractor will provide a comprehensive Employee Assistance Program. Minimum program services include:

1. Providing issue-specific face to face counseling services to employees and eligible dependents through professional counselors with specific experience in issues facing civilian and public safety employees and their dependents.

2. Providing a minimum of ten one-hour face to face visits per issue per employee or eligible dependent each calendar year.

3. Providing 24-hour per day, 365-day per year crisis counseling with Master’s level clinicians via toll-free telephone, secure video based platform, and text or chat.

4. Providing referrals to qualified, behavioral health providers in the City’s medical plan network upon request of the employee or eligible dependent requiring continuing care following the initial ten visits.

5. Adding providers not already included in the current network, at the request of the city.

6. Accepting requests for program services via telephone, e-mail, and internet request forms.

7. Providing a program website and mobile application for use by employees and eligible dependents that includes, at a minimum:

Program information Service provider information Behavioral health and wellness information Service request portal Customer service, question, and comment portal

8. Providing quarterly statistical reports of program utilization to the city.

9. Preparing and modifying as needed all necessary documents to comply with government reporting and tax requirements.

10. Complying with all applicable federal and state laws

11. Developing and implementing an employee education program.

12. Developing and implementing communication strategies and materials including:

Emails Posters Flyers Banner ads Postcards Wallet cards Promotional videos Bi-fold mailers Monthly newsletter Mobile app

13. Conducting work-site educational meetings to explain the services available in advance of the services effective date and to respond to employee concerns and questions.

14. Providing in-person open enrollment/benefit fair/wellness fair attendance.

15. Providing a designated account manager to the city.

16. Providing exceptional customer service support across all communication channels.

17. Crisis Response Counseling Services:

On-site counselors available to assist employees immediately following a crisis event affecting the City.

Public safety specific resources to support high job stress environment.

Individualized counseling services specific to public safety employees to assist them through high job stress situations.

Supervisor and Employee Training on the signs and symptoms of alcohol or drug use, its effects and intervention methods.

18. Providing comprehensive program implementation services including:

Discovery and strategy meetings Weekly meetings with the city’s and contractor’s implementation teams Requirements gathering Set up of eligibility Review of reporting requirements Review of communication plan Go live

ADDITIONAL SERVICES

Interested Offerors are encouraged, but not required, to propose additional services that may be requested by the city on an as-needed, if-needed basis. Examples of additional services include:

1. Employee Development Courses On-site delivery of courses designed to develop employees’ interpersonal skills

2. Supervisor Development Courses On-site delivery of courses designed to equip new and experienced supervisors with skills for success

Additional resources available through web portal such as webinars, presentations, assessment tools that would be available to employees and dependents.

3. Other Services Any related services that can be available to employees and eligible dependents which could include referrals to childcare providers, elder care guidance, financial resources, legal and mediation services, ID theft/fraud resolution, etc.

Free access to other mental health mobile applications, such as Calm & Talkspace.

EVALUATION CRITERIA

Evaluation Criteria: The evaluation criteria are listed below in their relative order of importance.

The offer should contain responses to all of the specific information requested below. The Offeror’s submittal should be organized by section based on the listed criteria.

A. Method of Approach 35%

Offerors must complete and submit the Method of Approach sections of the Questionnaire, included as Attachment A to the RFP document.

B. Qualifications and Experience 30% Offerors must complete and submit the Method of Approach sections of the Questionnaire, included as Attachment A to the RFP document.

C. Price Proposal 25% Offerors must complete and submit the Financial Workbook, included as Attachment B to the RFP document.

D. Reporting/Employee Portal 10% Offerors must complete and submit the Reporting and Employee Portal sections of the Questionnaire, included as Attachment A to the RFP document.

ATTACHMENT A

QUESTIONNAIRE

Offerors must complete and submit the Questionnaire in its native Excel format. The Questionnaire is available to download in the same location as this RFP document.

ATTACHMENT B

FINANCIAL WORKBOOK

Offerors must complete and submit the Financial Workbook in its native Excel format. The Financial Workbook is available to download in the same location as this RFP document.

ATTACHMENT C

NON-DISCLOSURE STATEMENT

RFP NO. HR5-918-4886

EMPLOYEE ASSISTANCE PROGRAM

The Undersigned, in the course of participating in the competitive selection process for the Request for Proposal (RFP) named above may have access to and may review information, documents, intellectual and work products and related data (Documents) provided by the City. These Documents are made available to the Undersigned under the following conditions:

The Undersigned agrees to hold all Documents in confidence and shall not disclose the information contained within the Documents to any other persons.

The Undersigned shall destroy all documents provided by the City in reference to this RFP in a secure manner as directed by both HIPAA and HITECH Federal Legislation.

The Undersigned shall not communicate or, by the Undersigned’s actions, allow the contents of the Documents to be communicated with any Offerors, their subcontractors or other persons not also holding a related Statement.

The Undersigned shall not utilize the provided information for any other purpose other than to respond to the abovementioned RFP.

Signature Representing (Agency or Company)

Name (print) Date Email address

Title Phone

Completed Non-Disclosure Statements may be returned to Christina Pryor, CPPO, Procurement and Supply Senior Manager, via e-mail to Christina.Pryor@chandleraz.gov.

City Clerk Document No.

City Council Meeting Date:

CITY OF CHANDLER SERVICES AGREEMENT

EMPLOYEE ASSISTANCE PROGRAM

CITY OF CHANDLER AGREEMENT NO. HR5-918-4486

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 , 2025 (Effective Date).

RECITALS

A. City proposes to enter an agreement for an employee assistance program 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 Employee: A current or former employee of the City or an affiliated employer.

ERISA: Employee Retirement Income Security Act of 1974, as amended from time to time, including all rules and regulations promulgated thereunder May, Should means something that is not mandatory but permissible

Network: The group of Network Providers who entered into, or are governed by, contractual arrangements with Contractor to provide health care services to Plan Participants Network Provider: The physician, or medical professional or facility which participates in a Network and accepts negotiated fees for providing health care services. A provider is only a Network Provider if they are participating in a Network at the time services are rendered to the Plan Participant.

Participant: Employee beneficiary or dependent who is covered by the Plan PHI: Any information Contractor receives or provides on behalf of the Plan which is considered Protected Health Information as the term is defined in the privacy regulations of the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (collectively, “HIPAA”) and American Recovery and Reinvestment Act (“ARRA”), as each is amended from time to time Plan: The provisions of the plan of benefits to which this Agreement applies, as described in the Summary Plan Description Plan Administrator: The current or succeeding person, committee, partnership, or other entity designated by the terms of the instrument under which the Plan is operated as defined by ERISA and who is responsible for the Plan’s operation Plan Document(s): The documents provided to Participants that are required by ERISA and are prepared or provided by the Plan Administrator that describe either: the Services covered by this Agreement; eligibility requirements for participation and benefits offered under the Plan; or any other similar information. Examples of Plan Documents include but are not limited to the following:

Summary Plan Description, evidence or certificate of coverage, description of Services or a trust agreement Summary Plan Description or SPD: The document(s) ERISA requires provided to Plan Participants describing the terms and conditions of coverage offered under the Plan 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.

The term of the Agreement is one year, and begins on January 1, 2026, and ends on December 31, 2026, unless sooner terminated in accordance with the provisions of this Agreement. The City and the Contractor may mutually agree to extend the Agreement for up to four additional terms of one year each, or portions thereof. The City reserves the right, at its sole discretion, to extend the Agreement for up to 60 days beyond the expiration of any extension term.

SECTION lV: PAYMENT OF COMPENSATION AND FEES

4.1 Unless amended in writing by the Parties, Contractor's compensation and fees as more fully described in Exhibit B for performance 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…