5-ATTACHMENT C - 26RFP2890 - DRAFT CONTRACT - SaaS - City Services DIGITAL PCR SYSTEM FOR WATER QUALITY.pdf

Scottsdale No. 202_-____COS Solicitation #____________ Contract # _____________

Revised 03/17/25 – Doc #12896175-v28

CITY OF SCOTTSDALE

CITY SERVICES – RFP SOFTWARE AS A SERVICE CONTRACT

THIS CONTRACT is entered into the (day) of (month, year) (“Effective Date”), by and between the City of Scottsdale, an Arizona municipal corporation (“City”) and _____________ , a _______________ (corporation/partnership/sole proprietor) whose principal place of business is ____________________, (“Contractor”). The Contract shall refer to the City and Contractor individually as a “Party” and collectively as the “Parties.”

RECITALS

The City wishes to contract for .

The Contractor is duly qualified provide such software and to perform the requested services.

In consideration of their mutual promises and obligations, the Parties agree as follows:

1.0 DESCRIPTION, ACCEPTANCE, DOCUMENTATION

Contractor will act under the authority and approval of the Contract Administrator for the City, named below, to provide the required services set forth in this Contract.

1.1 SERVICE DESCRIPTION

The entire Request for Proposal __RP___ (“RFP) and identified as _______________ is incorporated herein by this reference as fully as if written out below. Contractor’s proposal submitted in response to Request for Proposals No.

__RP___ and dated ________ is incorporated herein by this reference as fully as if written out below. If any provision incorporated by reference from the RFP conflicts with any provision of the Contractor’s proposal, the provision of the RFP will control. If any provision of the Contractor’s proposal, including but not limited to any limitation of liability or disclaimer of warranty language, conflicts or is in any way inconsistent with any provision of this Contract, this Contract will control.

1.2 ACCEPTANCE AND DOCUMENTATION

No later than five (5) business days after the Effective Date, the Parties shall develop a final Project Development and Delivery Process and Schedule which shall substantially conform to Section __, Project Elements, of the RFP and include final system requirements and deliverables, a project plan, a start date, training, and performance and payment milestones consistent with Schedule C, Service Fee. The final Project Development and Delivery Process and Schedule shall be attached to and incorporated within this Contract as Schedule H.

DRAFT

Contract # _____________

Revised 03/17/25 – Doc #12896175-v28

1.0 DESCRIPTION, ACCEPTANCE, DOCUMENTATION – CONT’D

1.2 ACCEPTANCE AND DOCUMENTATION – CONT’D

A. The Contract Administrator will review and approve each task to determine acceptable completion.

B. The City will provide all necessary information to the Contractor for timely completion of the tasks specified in this section.

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

2.0 CONTRACT DOCUMENTS

In addition to this City Services Contract, the RFP, and the Proposal, the following documents are incorporated by this reference and shall comprise the agreement of the Parties under this Contract:

A. Schedule A, Software Product Description;

B. Schedule B, City’s Technical Environment;

C. Schedule C, Service Fee;

D. Schedule D, Acceptance Testing;

E. Schedule E, Maintenance Services;

F. Schedule F, Warranties;

G. Schedule G, Software as a Service (SaaS);

H. Schedule H, Project Development and Delivery Process and Schedule.

3.0 BILLING RECORDS, AUDIT, FEES

3.1 BILLING RECORDS, AUDIT

Contractor shall record the time spent for each task and submit same to the Contract Administrator. Contractor must maintain all books, papers, documents, accounting records and other evidence pertaining to cost and pricing data, including time billed and costs incurred, and make these materials available for audit by the City in accordance with Section 5.7 of this Contract.

3.2 FEE SCHEDULE

Contractor will be paid according to the Service Fee attached as Schedule C to this Contract. The Service Fee is inclusive of all Contractor services, software, and other deliverables under this Contract and includes Contractor’s “Subscription Fee,” the annual fee the City agrees to pay to subscribe to Contractor’s software and services. Subscription Fee price level changes are not retroactive. Prices for each price level are fixed at the time the subscription is first placed and apply throughout the subscription term.

Contract # _____________

Contract # _____________

Revised 03/17/25 – Doc #12896175-v28

3.0 BILLING RECORDS, AUDIT, FEES – CONT’D

3.2 FEE SCHEDULE – CONT’D

As set forth in Section 4.1, and if exercised by the City, the City agrees to pay annual subscription renewal fees as set forth in Schedule C for up to four (4), additional, one (1) year periods. Each such renewal fee shall be payable in advance on or before the anniversary of the Go Live date on which the subscription first commences following Final Acceptance.

No later than thirty (30) days prior to the end of the fifth (5th) subscription period, the Parties shall confer and agree upon whether to extend this Contract for additional subscription periods and mutually acceptable subscription fees.

3.3 PAYMENT APPROVAL

The Contract Administrator shall approve all charges prior to authorizing any payments.

3.3.1 PAYMENT TERMS

The City’s payment terms are payment within thirty (30) days after the Contract Administrator’s approval. In no event will the City issue any payment prior to receipt of an original, approved form of invoice containing accurate invoice and reference numbers. The City is not liable for delays in payment caused by Contractor’s failure to send invoices to the address specified below:

City of Scottsdale Accounts Payable

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

Contractor shall forward an electronic copy to the Contract Administrator or designee:

__________@scottsdaleaz.gov

4.0 TERM, EXTENSION, TERMINATION

4.1 TERM AND EXTENSION

This Contract shall be effective as of the date first stated above. The Contractor representative and Contract Administrator shall agree upon a work start date which shall be no more than fifteen (15) working days following the Effective Date. Time is of the essence with regard to performance of Contractor’s services.

mailto:__________@scottsdaleaz.gov

4.0 TERM, EXTENSION, TERMINATION – CONT’D

4.1 TERM AND EXTENSION – CONT’D

The initial subscription term shall be for one (1) year and shall commence on a mutually agreed upon date following Final Acceptance (“Go Live” or “subscription anniversary date”). The City and Contractor may mutually agree to extend this Contract for up to four (4), additional one (1) year periods upon the Contract Administrator’s recommendation and the Purchasing Director’s concurrence.

4.2 TERMINATION

Termination for Convenience: City reserves the right to terminate this Contract or any part of this Contract for its sole convenience with thirty (30) days prior written notice. In the event of any termination, Contractor must immediately stop all work, and must immediately cause any of its suppliers and subcontractors to cease all work. As compensation in full for services performed to the date of any termination, the Contractor will receive a fee for the percentage of services actually completed.

This fee will be in the amount to be mutually agreed upon by the Contractor and the City and based on Schedule H completed items. If there is no mutual agreement, the Contract Administrator will determine the percentage of completion of each task detailed in Schedule H, and the Contractor’s compensation will be based upon this determination. The City will issue this final payment within sixty

(60) days after the Contractor has delivered the last of the partially completed items. Contractor will not be paid for any work done after receipt of the notice of termination nor for any costs incurred by Contractor’s suppliers or subcontractors which Contractor could reasonably have avoided.

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

Unsatisfactory performance as determined by the Contract Administrator or failure to provide City, upon request, with adequate assurances of future satisfactory performance are examples of grounds whereby the City may cancel this Contract for cause. In the event of cancellation for cause, City will not be liable to Contractor for any amount, and Contractor will be liable to City for any and all damages the City sustains by reason of the default or failure which gave rise to the cancellation.

In the event Contractor is in violation of any federal, state, county, or local law, regulation or ordinance, the City may terminate this Contract immediately upon providing such notice to the Contractor.

If the City improperly cancels this Contract for cause, the cancellation for cause will be converted to a termination for convenience in accordance with the provisions of this Section 4.2.

Contract # _____________

Revised 03/17/25 – Doc #12896175-v28

4.0 TERM, EXTENSION, TERMINATION – CONT’D

4.3 FUNDS APPROPRIATION

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

4.4 POST TERMINATION ASSISTANCE

Upon termination of this Contract, Contractor shall provide to the City any post-termination assistance Contractor generally makes available to customers of its SaaS services at the Contractor’s current rate for these services. Contractor shall implement an orderly return of the City’s data and other assets or otherwise provide secure disposal of same. The Contractor shall provide all City data in a City defined format based on the then-current or planned City platforms including, but not limited to, database, operating systems, and physical media, inclusive of attachments, in their native format.

Upon Contract termination, Contractor shall not take any action to intentionally erase any City data for a period of one hundred and eighty (180) days after the effective termination date. After such period, the Contractor shall have no obligation to maintain or provide any such data and shall thereafter, unless legally prohibited, delete all City data in Contractor’s systems or otherwise in its possession or control.

5.0 GENERAL TERMS

5.1 ENTIRE AGREEMENT

This Contract and the Contract Documents identified in Section 2.0 constitute the entire understanding of the Parties and supersede all previous representations, written or oral, with respect to the services specified. This Contract may not be modified or amended except by a written document executed by each Party’s authorized representatives.

5.2 ARIZONA LAW AND JURISDICTION

This Contract shall be governed and interpreted according to the laws of the State of Arizona without regard to conflicts or choice of law provisions. Any action to enforce any provision of this Contract or to obtain any remedy under this Contract will be brought in the appropriate federal or superior court located in Maricopa County, Arizona, and each Party expressly and irrevocably consents to such jurisdiction and venue.

5.0 GENERAL TERMS – CONT’D

5.3 MODIFICATIONS

Any amendment, modification or variation from the terms of this Contract must be in writing and will be effective only after approval of all parties signing the original Contract.

5.4 ASSIGNMENT

Services covered by this Contract may not be assigned or sublet, in whole or in part, without first obtaining the written consent of the Purchasing Director and Contract Administrator. An authorized assignee shall be deemed to have all the rights and obligations of the assigning Party. No assignment shall release the assigning Party from any of its obligations hereunder.

5.5 SUCCESSORS AND ASSIGNS

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

5.6 CONTRACT ADMINISTRATOR

The Contract Administrator for the City is _________________ or designee. The Contract Administrator will oversee the execution of this Contract, assist the Contractor in accessing the organization, audit billings, approve payments, establish delivery schedules, approve addenda, and assure Certificates of Insurance are current, conform to the Contract requirements, and are in City’s possession. The Contractor will direct reports and special requests through the Contract Administrator.

5.7 RECORDS AND AUDIT RIGHTS

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

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

Contract # _____________

Revised 03/17/25 – Doc #12896175-v28

5.0 GENERAL TERMS – CONT’D

5.7 RECORDS AND AUDIT RIGHTS – CONT’D

If an audit in accordance with this Section discloses overcharges, of any nature, by the Contractor to the City in excess of 1% of the total contract billings, the Contractor shall reimburse the City for the actual cost of the City’s audit. Any adjustments and/or payments which must be made as a result of any audit or inspection of the Contractor’s invoices and/or records will be made no more than ninety (90) days from presentation of City’s findings to Contractor.

5.8 ATTORNEY’S FEES

In the event either Party brings any action for any relief, declaratory or otherwise, arising out of this Contract, or on account of any breach or default hereof, the prevailing Party will be entitled to receive from the other Party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a jury, which will be considered to have accrued on the commencement of the action and will be enforceable regardless of whether the action is prosecuted to judgment.

5.9 BUSINESS AND SYSTEM DESIGN REQUIREMENTS

Contractor is aware of the City’s business requirements for the intended uses of the Software as set forth in the Request for Proposal, and the Software shall satisfy such requirements in all material respects, shall be fit for such intended uses, and will operate fully and correctly in the operating environment identified in Schedule B. Nothing in the final Schedule H shall relieve Contractor of system design responsibility. Contractor is solely responsible for the performance of the system and for furnishing complete system documentation.

5.10 INDEPENDENT CONTRACTOR

The services Contractor provides under the terms of this Contract are that of an independent contractor and not an employee, or agent of the City. The City may report the value paid for these services each year to the Internal Revenue Service (I.R.S.) using Form 1099.

City will not withhold income tax as a deduction from contractual payments unless required under federal or state law. As a result of this, Contractor may be subject to I.R.S. provisions for payment of estimated income tax. Contractor is responsible for consulting the local I.R.S. office for current information on estimated tax requirements.

5.11 CONFLICT OF INTEREST

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

5.12 NOTICES

All notices or demands required to be given in accordance with the terms of this Contract must be given to the other party in writing, delivered by hand, facsimile, or e-mail or registered or certified mail, at the addresses stated below, or to any other address the Parties may substitute by written notice given in the manner prescribed in this paragraph.

In the case of Contractor:

In the case of City:

Attn: _____________________ City of Scottsdale Scottsdale, AZ 85251

Notices will be deemed received on date delivered, if delivered by hand, on the date recorded by the hardware if sent by facsimile or e-mail, and on the delivery date indicated on receipt if delivered by certified or registered mail.

5.13 FORCE MAJEURE

Neither Party will be responsible for delays or failures in performance resulting from acts beyond its control. These acts include, but are not limited to, acts of God, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, or power failures.

5.14 TAXES

Contractor will be solely responsible for any and all tax obligations which may result from the Contractor’s services under this Contract. The City will have no obligation to pay any amounts for such taxes, of any type, incurred by the Contractor.

5.14 TAXES – CONT’D

All payments hereunder shall be in U.S. dollars (USD) and shall be net of any taxes, tariffs, or other governmental charges. Contractor shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its income, employees, and operations. The City shall be responsible for the payment of sales taxes on delivered goods or software, if any.

5.15 ADVERTISING

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

5.16 CAPTIONS

The captions used in this Contract are solely for the convenience of the Parties, do not constitute a part of this Contract and are not to be used to construe or interpret this Contract. All recitals and attached schedules, exhibits, and attachments are deemed incorporated as part of this Contract by this reference.

5.17 SUBCONTRACTORS

During the performance of this Contract, the Contractor may, with the City’s prior approval, engage subcontractors as may be required for timely completion of the required services.

In the event of subcontracting, the sole responsibility for fulfillment of all terms and conditions of this Contract remains with the Contractor.

5.18 CHANGES IN THE WORK

The City may at any time, as the need arises, order changes within the scope of the work without invalidating this Contract. If any changes increase or decrease the amount due under the Contract documents, or in the time required for performance of the work, the City will authorize an equitable adjustment by a written Change Order.

The City will execute a formal Change Order based on the Contractor’s detailed written quotations for work related changes and/or a time of completion variance.

All Change Orders are subject to the City’s Procurement Code, rules, and procedures.

5.19 CO-OP USE OF CONTRACT

This Contract may be extended for use by other municipalities, government agencies and governing bodies, including the Arizona Board of Regents, and political subdivisions of the State. Any other entity’s use of the Contract will be subject to the contracting entity’s ordinances, charter, and/or rules and regulations and the Contractor’s approval.

5.20 COMPLIANCE WITH FEDERAL AND STATE LAWS

The Contractor understands and acknowledges the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986, and the Drug Free Workplace Act of 1989 apply to its services under this Contract.

5.21 IMMIGRATION LAW COMPLIANCE

Under the provisions of A.R.S. §41-4401, the Contractor warrants to the City that the Contractor and all its subcontractors will comply with all federal immigration laws and regulations that relate to their employees and that the Contractor and all its subcontractors now comply with the E-Verify Program under A.R.S. §23-214(A).

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

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

The City may conduct random verification of the employment records of the Contractor and any of its subcontractors to ensure compliance with this warranty.

The Contractor agrees to indemnify, defend and hold the City harmless for, from and against all losses and liabilities arising from any and all violations of these statutes.

5.22 ISRAEL BOYCOTT PROHIBITION

By executing this contract, [Contractor] certifies that it is not currently engaged in and will not for the duration of this contract engage in boycott activity proscribed by A.R.S. § 35-393 et seq.

5.23 FORCED LABOR OF ETHNIC UYGHURS

Contractor warrants and certifies that it does not currently, and agrees for the duration of the contract that it will not, use:

1) The forced labor of ethnic Uyghurs in the People's Republic of China.

2) Any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China.

3) Any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China.

If Contractor becomes aware during the term of the Agreement that the Contractor is not in compliance with this paragraph, the Contractor shall notify the City within five business days after becoming aware of the noncompliance. Failure of Contractor to provide a written certification that the Contractor has remedied the noncompliance within one hundred eighty (180) days after notifying the public entity of its noncompliance, this Agreement shall terminate unless the Term of this Agreement shall end prior to said one hundred eighty (180) day period.

5.24 NO PREFERENTIAL TREATMENT OR DISCRIMINATION

In accordance with the provisions of Article II, Section 36 of the Arizona Constitution, the City will not grant preferential treatment to or discriminate against any individual or group on the basis of race, sex, color, ethnicity or national origin.

5.25 INDEMNIFICATION

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

Insurance provisions in this Contract are separate and independent from the indemnity provisions of this section and shall not be construed in any way to limit the scope and magnitude of the indemnity provisions. The indemnity provisions of this section shall not be construed in any way to limit the scope and magnitude and applicability of the insurance provisions.

5.26 CONTRACTOR ON SITE SAFETY REPORTING REQUIREMENTS

For any non-construction City supplier whose service contract(s) (either singular or in aggregate) results in the contractor working 500 or more hours on site at a City of Scottsdale location(s) in any one calendar quarter, the contractor must provide the following documentation to the Contract Administrator:

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

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

• The contractor’s current worker’s compensation experience modifier.

Contractor shall provide the above information at the end of the initial annual term and by February 1st of each year thereafter as long as the contract is in effect.

Upon request, the Contract Administrator will forward this information to the City’s Risk Management Division.

6.0 INSURANCE

A current standard Acord Certificate is acceptable.

Failure to provide an appropriate Certificate of Insurance will result in rejection of your certificate and delay in Contract execution.

Contract # _____________

Revised 03/17/25 – Doc #12896175-v28

6.0 INSURANCE – CONT’D

Additionally, Certificates of Insurance submitted without referencing an RFP and Contract number may be subject to rejection and returned or discarded.

6.1 Insurance Representations and Requirements

6.1.1 General:

Contractor agrees to comply with all applicable City ordinances and state and federal laws and regulations.

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

6.1.2 No Representation of Coverage Adequacy:

By requiring the insurance stated in this Contract, the City of Scottsdale does not represent that coverage and limits will be adequate to protect Contractor. City of Scottsdale reserves the right to review any and all of the insurance policies and/or endorsements required by in this Contract but have no obligation to do so. Failure to demand any evidence of full compliance with the insurance requirements stated in this Contract or failure to identify any insurance deficiency does not relieve Contractor from, nor may it be construed or considered a waiver of Contractor’s obligation to maintain the required insurance at all times during the performance of this Contract.

6.1.3 Coverage Term:

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

6.1.4 Claims Made:

In the event any insurance policies required by this Contract are written on a “claims made” basis, coverage shall continue uninterrupted throughout the term of this Contract by keeping coverage in force using the effective date of this Contract as the retroactive date on all “claims made” policies.

The retroactive date for exclusion of claims must be on or before the effective date of this Contract, and can never be after the effective date of this Contract. Upon completion or termination of this Contract, the “claims made” coverage shall be extended for an additional three (3) years using the original retroactive date, either through purchasing an extended reporting option; or by continued renewal of the original insurance policies.

Submission of annual Certificates of

6.0 INSURANCE – CONT’D

6.1.4 Claims Made – Cont’d

Insurance, citing the applicable coverages and provisions specified herein, shall continue for three (3) years past the completion or termination of this

6.1.5 Policy Deductibles and or Self Insured Retentions:

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

6.1.6 Use of Subcontractors:

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

6.1.7 Evidence of Insurance and Required Endorsements:

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

1. City of Scottsdale, its agents, representatives, officers, directors, officials and employees must be named an Additional Insured under the following policies:

a) Commercial General Liability

b) Auto Liability

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

Contract # _____________

Revised 03/17/25 – Doc #12896175-v28

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

6.0 INSURANCE – CONT’D

6.1.7 Evidence of Insurance and Required Endorsements – Cont’d

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

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

6.2 Required Coverage

6.2.1 Commercial General Liability:

Contractor must maintain “occurrence” form Commercial General Liability insurance with a limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate, and a $2,000,000 General Aggregate Limit. The policy must cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury. If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess insurance must be “follow form” equal or broader in coverage scope then underlying.

6.2.2 Vehicle Liability:

If any vehicle is used in the performance of the Scope of Work that is the subject of this Contract, the Contractor must maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Contractor’s owned, hired, and non-owned vehicles assigned to or used in the performance of the Contractor’s work or services under this Contract.

If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess insurance must be “follow form” equal or broader in coverage scope then underlying. If any hazardous material, as defined by any local, state or federal authority, is the subject, or transported, in the performance of this contract, an MCS 90 endorsement is required providing $5,000,000 per occurrence limits of liability for bodily injury and property damage.

6.2.3 Workers Compensation Insurance:

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

7.0 SEVERABILITY, AUTHORITY, COUNTERPARTS

7.1 SEVERABILITY

If any term or provision of this Contract is found to be illegal or unenforceable, then despite this illegality or unenforceability, this Contract will remain in full force and effect and that term or provision will be considered deleted.

7.2 AUTHORITY

Each party warrants and represents that it has full power and authority to enter into and perform this Contract, and that the person signing on behalf of each has been properly authorized and empowered to enter this Contract. Each party further acknowledges that it has read, understands, and agrees to be bound by this

7.3 COUNTERPARTS

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

8.0 REQUEST FOR TAXPAYER I.D. NUMBER & CERTIFICATION I.R.S. W-9 FORM

Upon request, the Contractor shall provide the required I.R.S. W-9 Form which is available from the IRS website at www.IRS.gov under their forms section.

9.0 DONATIONS

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

http://www.irs.gov/

SCHEDULE A

Software Description

The City of Scottsdale will use the (name) Software as a Service to____________________.

The Software functions shall be in accordance with the Functional Features Section of Request for Proposal No. __RP___ and Section _______ of the Contractor’s (month dd, yyyy), Proposal.

Contractor and City will create a Project Development and Delivery Process and Schedule [Schedule H]. Upon the City’s written approval, Schedule H will become part of this agreement and will supersede any conflicting information in Request for Proposal No. __RP___, and the Contractor’s response submitted on (month dd, yyyy).

ADD ANY OTHER DESCRIPTIVE MATERIAL TO BE CLEAR OF EXPECTATIONS.

No third party software is required to be installed on any City of Scottsdale computer systems for full functionality of the Software.

LICENSE

General. Contractor grants City a License to the services ordered by City, subject to City’s obligation to pay and any rights and limitations described below. This License is non-exclusive, non-perpetual, and is not transferable. Contractor reserves all rights in and to the Software not expressly granted.

Client Software. City may need to install the Software wherever applicable (mobile client software for iOS and Android are available subject to users being licensed to access the (software name) service to access and use the service. City may make copies of the Software solely to support the service for its users. Copies must be true and complete copies (including copyright and trademark notices) and be made from a Contractor approved media or a network source.

The City agrees to use reasonable efforts to make its employees aware that the software is licensed from Contractor and subject to the terms of this Contract.

Authorized Users. Only users who have administrator privileges may add additional authorized users to the Service up to and including the total number of user Licenses purchased during the subscription period. The City will designate a minimum of one employee as an Authorized User.

Authorized User employees will access the Service solely to support the City. User Licenses cannot be shared or used by more than one individual Authorized User and cannot be reassigned to a new user to replace a current Authorized User who has terminated employment or otherwise changed job status or function and no longer uses the Service. However, a user who has administrator privileges may delete an Authorized User from the Service and add a new Authorized User to the Service to replace the former Authorized User.

Limitations on use. City shall not reverse engineer, decompile or disassemble the service or Software, except where applicable law so permits it despite this limitation. City shall not rent, lease, lend, resell, or host to or for third parties any Contractor service or Software.

Contractor will not own any Content. Contractor shall perform regular backups of Content for the purpose of recovery in the event of a failure in Contractor’s data centers. City, not Contractor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, propriety, and intellectual property ownership or right to use such Content.

SCHEDULE A – CONT’D

Software Description

Definitions “Content” means data, data files, figures, project and personnel information, and any other City materials posted or stored on Contractor’s Software.

“Service(s)” means the (name) Software as a Service provided to the City under this Contract.

SCHEDULE B

Technical Environment

The City of Scottsdale’s technical environment includes those IT Infrastructure items identified at Section ___ of the Scope of Work and the Required Technical Features sections of Request for Proposal No. __RP_____ and identified as (name) Software System.

As set forth within section __, Technical Features, of the Contractor’s month dd, yyyy Proposal, the Contractor’s software will provide full functionality within the current City of Scottsdale technical environment.

SCHEDULE C

Service Fee

COMPENSATION

A. Contract Price: The total contract price and services included by year are as follows:

Year 1 - $__________

Year 1 services for (software name) (##) named users consists of:

$_________ (Description)

Years 2 through 5 - $__________ / year

Year 2 through 5 services for (##) named users (may be concurrent) consists of:

The (name) Software is being purchased through an annual subscription using a SaaS model. Additional licenses are $__________ per year and include the (name) module.

The above pricing includes the (number) GB of data storage. Additional storage is available at $________ / month per each additional GB. The Contractor will notify the City no later than (thirty) 30 days prior to imposing a charge for additional storage.

SCHEDULE C – CONT’D

B. Progress Payments:

Progress payments for Year 1 will be as follows:

# Payment Milestones Funds 1 Project Commencement

1.1

Initial service payment (##% of the total services) (Description)

1.2

Completion of Services (##% of the total services) (Description)

Annual Software Subscription Fee ($_________), (name) Software, (name) module ($________) (within 30 days of Final Acceptance date)

Year 1 Total Not To Exceed

Years 2 – 5 – Software Subscription renewal fees of $__________ shall be paid in full on or before the initiation of each successive annual service term (“subscription anniversary date”) as set forth in Section 3.2 of the Contract.

C. Invoicing: To receive payment, Contractor shall submit an invoice for each progress payment upon successful completion of the corresponding payment milestone and in accordance with this payment schedule. Contractor’s invoice shall include the contract number and the relevant payment milestone(s). If Contractor is in compliance with this Contract, City shall pay each approved invoice within thirty (30) days of receipt of an approved form of invoice.

Contractor’s training plan, materials, and delivery shall be in accordance with Section (section #) of the Contractor’s (month dd, yyyy) Proposal.

NON-PERFORMANCE

In instances of software outage, City may be reimbursed for service time outage. A non-performance fee will be deducted based on the amount of outage time, if any, over the calendar year.

A. Standard SLA – “Uptime” means all periods of time during which a user can log into the City’s System, retrieve a form, and log out.

B. Normal maintenance that is scheduled with approval of City will not be considered to be a system outage.

C. SCHEDULE C – CONT’D

D. Upon City’s request, Contractor will make available City’s downtime reports calculated on a monthly basis.

E. Desired uptime is 24 hours a day, 7 days a week F. Monthly hosting invoices will be adjusted for system availability issues as follows:

a. If uptime falls between 98 – 99.9% of the monthly desired uptime, City will receive a 10% discount on the monthly fees

b. If uptime falls between 90 – 97.9% of the monthly desired uptime, City will receive a 20% discount on the monthly fees

c. If uptime falls below 90% of the monthly desired uptime, City will receive a 100% discount on the monthly fees

G. Contractor shall provide the City with a minimum of forty-eight (48) hours advance notice for scheduled maintenance, unless in the event of an emergency when notice shall be provided as soon as possible.

SCHEDULE D

Acceptance Testing

The Parties shall prepare a written Acceptance Test Plan to verify that the Software operates in accordance with the requirements of the Contractor’s and/or manufacturers’ published specifications and any additional specifications referenced in this Contract. The Contractor shall have a product support representative readily available for the duration of Acceptance Testing.

Acceptance Testing. The City and Contractor shall cooperatively validate the Software’s functions and specifications, its conformance with performance standards, and any other acceptance criteria stated in this Contract or agreed upon during the engagement. This validation shall take place during Phase _____ – Readiness and shall follow the Test Plan as set forth in Schedule H.

If the City determines the Software’s performance cannot be validated, the City shall deliver to Contractor written notice setting forth in reasonable detail the nature of the failure. Contractor shall have ten (10) business days to correct such failure, after which acceptance testing and validation shall be repeated for an additional period until the Software performs in material compliance with all validation criteria for a period of ten (10) consecutive business days.

Final Acceptance. “Final Acceptance” shall mean a written final acceptance of the Software and Contractor’s Services by the Contract Administrator for the City or his/her designee. Final Acceptance shall occur no later than ten (10) business days after the validation described in the above paragraph has been successfully completed.

Use Shall Not Constitute Acceptance. In no event shall any City use of the Software prior to Final Acceptance constitute any City acceptance of the Software or of any Contractor Services. The City understands that data loss may occur for any projects entered into the Software prior to Final Acceptance and is solely responsible for undertaking all such data backup.

Contract # _____________

SCHEDULE D – CONT’D

Acceptance Testing

Failure to Complete Acceptance Testing.

If the Software fails to perform in material compliance with all validation criteria for a period of more than thirty (30) consecutive calendar days from the date City staff initiates acceptance testing, the Software will be deemed not to have completed such testing, and City may elect one or more of the following options:

a. City may terminate this Contract, including any related orders, and request the removal of the Software. Contractor shall immediately refund any and all fees previously paid to it by the City hereunder, and this Contract is terminated;

b. City may continue the Acceptance Testing period;

c. City may conditionally accept the Software or any component(s) or module(s);

d. City may pursue any remedy available at law or equity including declaration of a default and enforcement of any damages.

SCHEDULE E

Maintenance Services

Maintenance shall include the detection and correction of any Software defect and the implementation of all modifications, enhancements, and upgrades as set forth herein.

Maintenance services are included within this Contract as a part of the Annual Subscription Fee as described in Schedule C.

During the time that the Software is under Contractor maintenance, Contractor shall maintain the original functionality by:

Correcting or replacing the Software or any component or module and provide services necessary to remedy any defect. Such correction, replacement or service shall be accomplished within the time frame set forth below once the City has identified and notified Contractor of any such error; and

Supplying updated user guides as necessary for the City to maintain complete and current documentation of the use of the Software.

With the City’s approval, updates / upgrades of the Software service may be incorporated for bug fixes, new features, or other Software enhancements included in future versions. For each upgrade and/or enhancement, Contractor warrants and represents that the installation of such upgrade and/or enhancement shall not adversely affect the City’s business while using the Software as a Service (SaaS) product.

Telephone Support. Contractor shall maintain telephone service during regular business hours (8 a.m. to 5 p.m. Arizona local time) to assist the City in reporting errors and providing first-line support in the use and operation of the Software.

SCHEDULE E – CONT’D

Maintenance Services

Internet Email. Contractor shall maintain an email address for the express purpose of providing support. This special email address shall be managed by software which tracks problem progress on an incident-by-incident basis in order to ensure a timely turn-around for the City.

Limitations on Support. The City agrees that the point of contact for maintenance and support of the Software shall be limited to two (2) designated employees at any one time, who will act as support liaison between the Contractor and the City.

Upon receipt of notice of an error, Contractor will assign a priority level as determined by the City to the error according to the following criteria:

Level 1 Critical - An error that results in the Software being completely non-functional or inoperative;

Level 2 High - An error that results in the Software being substantially non-functional or inoperative;

Level 3 Minor – An error that results in the Software operating or performing other than as represented in the Documentation, but which does not have a material adverse impact on the performance of the Software;

Level 4 Low- An error suggesting a Software improvement may be preferred

Contractor will make reasonable efforts to correct the error or provide a work-around solution for each priority level and, if a work-around is the immediate solution, will make reasonable efforts to provide a final resolution of the error. Reasonable effort will be made to respond to the incident within the following time frames after receiving notice and sufficient information and support from the City:

Priority Level Correction or Work-Around Final Resolution

Level 1 Eight (8) hours Five (5) business days Level 2 Twenty-four (24) Fifteen (15) business days Level 3 Five (5) business days Thirty (30) business days Level 4 Twenty (20) business days Forty-five (45) business days

SCH…