3345 PSA No. 2025385B with OPN.pdf

City of Buckeye — Regular Council Meeting (2025-12-16)

Extracted text (via pymupdf) 46203 characters

PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF BUCKEYE
AND
OPN, INC. DBA OPN ARCHITECTS, INC.
CONTRACT 2025385B

of_________________, between the City of Buckeye, an Arizona municipal corporation (the
City , and OPN, Inc. dba OPN Architects, Inc., an Iowa corporation

RECITALS
A.
Professional Services for Fire
Station No. 706 & 709
s Finance Office
and incorporated herein by reference, seeking statements of qualifications from vendors for
professional consulting services.

B.
The Consultant submitted a Statement of Qualifications in response to the
a copy of which is on file in the City s Finance Office and incorporated
herein by reference, and the City desires to enter into an Agreement with the Consultant to
provide professional services for the Westpark Fire Station No. 706 project

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference, the following mutual covenants and conditions, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the City and the Consultant hereby agree as follows:

1.
Term of Agreement. This Agreement shall be effective as of the date first set
forth above and shall remain in full force for one (1) year, unless extended or terminated as
otherwise provided in this Agreement. After the expiration of the Initial term, this Agreement
may be renewed for up to four (4) successive one-
)
it is deemed in the best interest of the City, subject to availability and appropriation of funds
for renewal in each subsequent year, (ii) at least 30 days prior to the end of the then-current
term of the Agreement, the Consultant approves the additional one-year term in writing
(including any price adjustments approved as part of this Agreement), which approval may
Agreement shall cause the Agreement to terminate at the end of the then-current term of
this Agreement; provided, however, that the City may, at its discretion and with the
agreement of the Consultant, elect to waive this requirement and renew this Agreement. The
Initial Term and any Renewal Term(s) are
renewal, the terms and conditions of this Agreement shall remain in full force and effect.

Westpark Fire Station No. 706
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(REV. 5.15.24)

2.
Scope of Work. The Consultant shall provide the Services as set forth in the
Scope of Work and Fee Proposal attached hereto as Exhibit A and incorporated herein by
reference. The Consultant shall (i) provide the Services required by this Agreement, (ii) be
responsible for all means, methods, techniques, sequences, and proceedings associated
with the Services, and (iii) be responsible for the acts and omissions of its employees, agents
and other persons performing any of the Services under a contract with the Consultant.
Prior to commencing the Services, the Consultant shall tour the Project site and become
familiar with existing conditions, including utilities, and notify the City of any constraints
associated with the Project site.

3.
Compensation. The City shall pay the Consultant an amount not to exceed
One Million One Hundred Ten Thousand Dollars and Zero Cents ($1,110,000.00) for the
Services at the rates set forth in the Scope of Work and Fee Proposal, attached hereto as a
part of Exhibit A.

4.
Payments. The City shall pay the Consultant monthly, based upon work
performed and completed to date, and upon submission and approval of invoices. All
invoices shall document and itemize all work completed to date. Each invoice statement
shall include a record of time expended and work performed in sufficient detail to justify
payment.

5.
Safety Plan. The Consultant shall provide the Services in accordance with a
American National Standards Institute, and National Institute for Occupational Safety and
not require a safety plan, the Consultant shall notify the City, in writing, describing the
reasons a safety plan is unnecessary. The City reserves the right to request a safety plan
following such notification.

6.
Documents. All documents, including any intellectual property rights thereto,
prepared and submitted to the City pursuant to this Agreement shall be the property of the
City. The City may use such documents for other purposes without further compensation
to the Consultant; however, any reuse without written verification or adaptation by the
Consultant for the specific purpose intended will be at the City
liability or legal exposure to the Consultant.

7.
Consultant Personnel. The Consultant shall provide experienced personnel,
capable of and devoted to the successful performance of the Services under this
Agreement. The Consultant agrees to assign specific individuals to key positions. If deemed
qualified, the Consultant is encouraged to hire City residents to fill vacant positions at all
levels. The Consultant agrees that, upon commencement of the Services to be performed
under this Agreement, key personnel will not be removed or replaced without prior written
notice to the City. If key personnel are not available to perform the Services for a continuous
period exceeding 30 calendar days, or are expected to devote substantially less effort to the
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(REV. 5.15.24)

Services than initially anticipated, the Consultant shall immediately notify the City of same
and shall, subject to the concurrence of the City, replace such personnel with personnel
possessing substantially equal ability and qualifications.

8.
Inspection; Acceptance. All work shall be subject to inspection and
acceptance by the City at reasonable times during the Consultant
Consultant shall provide and maintain a self-inspection system that is acceptable to the
City.

9.
Licenses. The Consultant shall maintain in current status all federal, state,
and local licenses and permits required for the operation of the business conducted by the
Consultant. The City has no obligation to provide the Consultant, its employees, or
subcontractors any business registrations or licenses required to perform the specific
services set forth in this Agreement.

10.
Materials; Equipment. The Consultant shall provide, pay for, and insure under
the requisite laws and regulations all labor, materials, equipment, tools, transportation, and
other facilities and services necessary for the proper execution and completion of the
Services.

11.
Performance Warranty. In addition to any specific obligations set forth in
Exhibit A, the Consultant warrants that the Services rendered will conform to the
requirements of this Agreement and shall be carried out with the care and skill ordinarily
used by members of the same profession practicing under similar circumstances at the
same time and in the same locality.

12.
Indemnification. To the fullest extent permitted by law, the Consultant shall
indemnify, defend and hold harmless the City and each council member, officer, employee,
or agent thereof (the City
for, from, and against any and all losses, claims, damages, liabilities, costs, and expenses
appellate proceedings) to which any such Indemnified Party may become subject, under
any
thereof) relate to, arise out of, or are caused by or based upon the negligent acts, intentional
misconduct, errors, mistakes or omissions, in connection with the work or services of the
Consultant, its officers, employees, agents, or any tier of subcontractor in the performance
of this Agreement. The amount and type of insurance coverage requirements set forth below
will in no way be construed as limiting the scope of the indemnity in this Section.

13.
Insurance.

13.1
General.

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(REV. 5.15.24)

A.
Insurer Qualifications. Without limiting any obligations or
liabilities of the Consultant, the Consultant shall purchase and maintain, at its own
expense, hereinafter stipulated minimum insurance with insurance companies
authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206,
as amended, with an AM Best, Inc. rating of A- or above with policies and forms
satisfactory to the City. Failure to maintain insurance as specified herein may result
in termination of this Agreement at the City

B.
No Representation of Coverage Adequacy. By requiring
insurance herein, or by approving or expressing satisfaction with insurance policies
and forms pursuant to the provisions of this agreement, the City does not represent
that coverage and limits will be adequate to protect the Consultant. The City reserves
the right to review any and all of the insurance policies and/or endorsements cited in
this Agreement, but has no obligation to do so. Failure to demand such evidence of
full compliance with the insurance requirements set forth in this Agreement or failure
to identify any insurance deficiency shall not relieve the Consultant from, nor be
construed or deemed a waiver of, its obligation to maintain the required insurance at
all times during the performance of this Agreement.

C.
Additional Insured
Compensation insurance and Professional Liability insurance, if applicable, shall
name, to the fullest extent permitted by law for claims arising out of the performance
of this Agreement, the City, its agents, representatives, officers, directors, officials
and employees as Additional Named Insured as specified under the respective
coverage sections of this Agreement.

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

E.
Primary Insurance. The Consultant
primary insurance with respect to performance of this Agreement and in the
protection of the City as an Additional Insured.

F.
Claims Made. In the event any insurance policies required by
by keeping coverage in force or purchasing an extended reporting option, for three
years past completion and acceptance of the services. Such continuing coverage
shall be evidenced by submission of annual Certificates of Insurance and necessary
endorsements citing applicable coverage is in force and contains the provisions as
required herein for the three-year period.

Westpark Fire Station No. 706
Contract No. 2025385B
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(REV. 5.15.24)

G.
Waiver. All policies, except for Professional Liability, including
(subrogation) against the City, its agents, representatives, officials, officers, and
employees for any claims arising out of the work or services of the Consultant. The
Consultant shall arrange to have such subrogation waivers incorporated into each
policy via formal written endorsement thereto.

H.
Policy Deductibles and/or Self-Insured Retentions. The policies
set forth in these requirements may provide coverage that contains deductibles or
self-insured retention amounts. Such deductibles or self-insured retention shall not
be applicable with respect to the policy limits provided to the City. The Consultant
shall be solely responsible for any such deductible or self-insured retention amount.

I.
Use of Subcontractors. If any work under this Agreement is
subcontracted in any way, the Consultant shall execute written agreements with its
subcontractors containing the indemnification provisions set forth in this Section
and insurance requirements set forth herein protecting the City and the Consultant.
The Consultant shall be responsible for executing any agreements with its
subcontractors and obtaining certificates of insurance verifying the insurance
requirements.

J.
Evidence of Insurance. Prior to commencing any work or
services under this Agreement, the Consultant will provide the City with suitable
evidence of insurance in the form of certificates of insurance and a copy of the
declaration page(s) of the insurance policies as required by this Agreement, issued
by the Consultant
acceptable insurers as specified herein and provide the required coverages,
conditions and limits of coverage specified in this Agreement and that such coverage
and provisions are in full force and effect. Confidential information such as the policy
premium may be redacted from the declaration page(s) of each insurance policy,
provided that such redactions do not alter any of the information required by this
Agreement. The City shall reasonably rely upon the certificates of insurance and
declaration page(s) of the insurance policies as evidence of coverage but such
acceptance and reliance shall not waive or alter in any way the insurance
requirements or obligations of this Agreement. If any of the policies required by this
Agreement expire during the life of this Agreement, it shall be the Consultant
responsibility to forward renewal certificates and declaration page(s) to the City 30
days prior to the expiration date. All certificates of insurance and declarations
required by this Agreement shall be identified by referencing this Agreement. A
$25.00 administrative fee shall be assessed for all certificates or declarations
received without the appropriate reference to this Agreement. Additionally,
certificates of insurance and declaration page(s) of the insurance policies submitted
without referencing this Agreement will be subject to rejection and may be returned
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(REV. 5.15.24)

or discarded. Certificates of insurance and declaration page(s) shall specifically
include the following provisions:

(1)
The City, its agents, representatives, officers, directors,
officials, and employees are Additional Insureds as follows:

(a)
Commercial General Liability Under Insurance
4 13 or equivalent.

(b)
Auto Liability Under ISO Form CA 20 48 or
equivalent.

(2)
The Consultant
with respect to performance of this Agreement.

(3)
All policies, except for Professional Liability, including
the
City, its agents, representatives, officers, officials, and employees for any
claims arising out of work or services performed by the Consultant under this
Agreement.

ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD certificate
of insurance form 25 (2001/08) is used, the phrases in the cancellation provision
deleted. Certificate forms other than ACORD form shall have similar restrictive
language deleted.

K.
Endorsements. The Consultant shall provide the City with the
necessary endorsements to ensure the City is provided the insurance coverage set
forth in this Section 13.

13.2
Required Insurance Coverage.

A.
Commercial General Liability. The Consultant shall maintain
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 shall cover liability arising from premises, operations, independent
contractors, products-completed operations, personal injury, and advertising injury.
Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93
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(REV. 5.15.24)

the fullest extent allowed by law, for claims arising out of the performance of this
Agreement, the City, its agents, representatives, officers, officials, and employees
shall be cited as an Additional Insured under ISO, Commercial General Liability
Additional Insured Endorsement form CG 20 10 04 13, or equivalent, which shall read
organization shown in the Schedule, but only with respect to liability arising out of

If any Excess insurance is utilized to fulfill
equal or broader in coverage scope than underlying insurance.

B.
Vehicle Liability. The Consultant shall maintain Business
Automobile Liability insurance with a limit of $1,000,000 each occurrence on the
Consultant
, and non-owned vehicles assigned to or used in the
93 or equivalent thereof. To the fullest extent allowed by law, for claims arising out
of the performance of this Agreement, the City, its agents, representatives, officers,
directors, officials, and employees shall be cited as an Additional Insured under ISO
Business Auto policy Designated Insured Endorsement form CA 20 48 or equivalent.
If any Excess insurance is utilized to fulfill the requirements of this subsection, such
Excess insurance sha
underlying insurance.

C.
Professional Liability. If this Agreement is the subject of any
professional services or work, or if the Consultant engages in any professional
services or work in any way related to performing the work under this Agreement, the
Consultant shall maintain Professional Liability insurance covering negligent errors
and omissions arising out of the Services performed by the Consultant, or anyone
employed by the Consultant, or anyone for whose negligent acts, mistakes, errors,
and omissions the Consultant is legally liable, with an unimpaired liability insurance
limit of $2,000,000 each claim and $2,000,000 annual aggregate.

D.
. If the Consultant employs
the Consultant
obligations imposed by federal and state statutes having jurisdiction over the
Consultant
Agreement and shall also maintain Employers Liability Insurance of not less than
$500,000 for each accident, $500,000 disease for each employee and $1,000,000
disease policy limit.

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Contract No. 2025385B
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(REV. 5.15.24)

13.3
Cancellation and Expiration Notice. The Consultant shall provide at
least 30 days prior written notice to the City before insurance required herein expires, is
canceled, or is materially changed.

14.
Termination; Cancellation. The City may, by written notice to the Consultant
as set forth in this Section, terminate this Agreement in whole or in part.

14.1
For City
. This Agreement is for the convenience of the
City and, as such, may be terminated without cause after receipt by the Consultant of
written notice by the City. Upon termination for convenience, the Consultant shall be paid
for all undisputed services performed to the termination date.

14.2
For Cause. If either party fails to perform any obligation pursuant to
this Agreement and such party fails to cure its nonperformance within 30 days after notice
of nonperformance is given by the non-defaulting party, such party will be in default. In the
event of such default, the non-defaulting party may terminate this Agreement immediately
for cause and will have all remedies that are available to it at law or in equity including,
without limitation, the remedy of specific performance. If the nature of the defaul
nonperformance is such that it cannot reasonably be cured within 30 days, then the
defaulting party will have such additional periods of time as may be reasonably necessary
under the circumstances, provided the defaulting party immediately (A) provides written
notice to the non-defaulting party and (B) commences to cure its nonperformance and
thereafter diligently continues to completion the cure of its nonperformance. In no event
shall any such cure period exceed 90 days. In the event of such termination for cause,
payment shall be made by the City to the Consultant for the undisputed portion of its fee
due as of the termination date.

14.3
Due to Work Stoppage. This Agreement may be terminated by the City
the Consultant in the event that the Services are permanently
abandoned. If the Consultant abandons the Services without the consent of the City, the
Consultant shall be liable for all actual, incidental, and consequential damages arising from
or related to said abandonment, including, but not limited to: (A) the difference between the
cost of a replacement consultant to complete the Services and the contract price for the
Consultant under this Agreement; and (B) any additional charges, costs, fees or expenses
for labor, materials or professional services incurred by the City as a result of delays caused
by abandonment of the Services by the Consultant. The City shall use its best efforts to
replace the Consultant within a reasonable time.

14.4
Conflict of Interest. This Agreement is subject to the provisions of ARIZ.
REV. STAT. § 38-511. The City may cancel this Agreement without penalty or further
obligations by the City or any of its departments or agencies if any person significantly
involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of
the City or any of its departments or agencies is, at any time while this Agreement or any
extension of this Agreement is in effect, an employee of any other party to this Agreement in
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(REV. 5.15.24)

any capacity or a consultant to any other party of this Agreement with respect to the subject
matter of this Agreement.

14.5
Gratuities. The City may, by written notice to the Consultant, cancel
this Agreement if it is found by the City that gratuities, in the form of economic opportunity,
future employment, entertainment, gifts, or otherwise, were offered or given by the
Consultant or any agent or representative of the Consultant to any officer, agent or
employee of the City for the purpose of securing this Agreement. In the event this Agreement
is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any
other rights and remedies, to recover and withhold from the Consultant an amount equal to
150% of the gratuity.

14.6
Agreement Subject to Appropriation. The City is obligated only to pay
its obligations set forth in this Agreement as may lawfully be made from funds appropriated
and budgeted for that purpose during the City
-current fiscal year. The City
unfettered legislative discretion of the City concerning budgeted purposes and
appropriation of funds. Should the City elect not to appropriate and budget funds to pay its
Agreement obligations, this Agreement shall be deemed terminated at the end of the then-
current fiscal year term for which such funds were appropriated and budgeted for such
purpose and the City shall be relieved of any subsequent obligation under this Agreement.
The parties agree that the City has no obligation or duty of good faith to budget or appropriate
the payment of the City
in any budget in any fiscal
year other than the fiscal year in which this Agreement is executed and delivered. The City
shall be the sole judge and authority in determining the availability of funds for its obligations
under this Agreement. The City shall keep the Consultant informed as to the availability of
funds for this Agreement. The obligation of the City to make any payment pursuant to this
Agreement is not a general obligation or indebtedness of the City. The Consultant hereby
waives any and all rights to bring any claim against the City from or relating in any way to the
City s termination of this Agreement pursuant to this Section.

14.7
Obligations Upon Receipt of Termination Notice. Upon receipt of a
notice of termination as set forth above, the Consultant shall (A) immediately discontinue
all Services affected (unless the notice directs otherwise), and (B) deliver to the City copies
of all data, reports, calculations, drawings, specifications, and estimates entirely or partially
completed, together with all unused materials supplied by the City, related to the Services
including any completed divisible part of the Services which can be deemed to stand alone
(the completed divisible parts of the Services will be determined by both parties at the time
of termination). Such termination shall not relieve the Consultant of liability for errors and
omissions. Any use of incomplete documents for the Services or for any other project
without the specific written authorization by the Consultant will be without liability or legal
exposure to the Consultant. The Consultant shall appraise the work it has completed and
submit the appraisal to the City for evaluation.

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(REV. 5.15.24)

15.
Suspension of Work.

15.1
Order to Suspend. The City may, for its convenience, order the
Consultant, in writing, to suspend all or any part of the Services for such period of time as it
may determine to be appropriate.

15.2
Adjustment to Contract Sum. If the performance of all or any part of
the Services is, for any unreasonable period of time, suspended or delayed by an act of the
City in the administration of this Agreement, or by its failure to act within the time specified
in this Agreement (or if no time is specified, within a reasonable time), an adjustment shall
be made for any increase in cost of performance of this Agreement necessarily caused by
such unreasonable suspension or modified in writing accordingly. However, no adjustment
shall be made under this clause for any suspension or delay (A) to the extent that
performance was suspended or delayed for any other cause, including the fault or
negligence of the Consultant, or (B) for which a change order is executed.

16.
Miscellaneous.

16.1
Independent Contractor. It is clearly understood that each party will
act in its individual capacity and not as an agent, employee, partner, joint venturer, or
associate of the other. An employee or agent of one party shall not be deemed or construed
to be the employee or agent of the other for any purpose whatsoever. The Consultant
acknowledges and agrees that the Services provided under this Agreement are being
provided as an independent contractor, not as an employee or agent of the City. The
Consultant, its employees,
benefits from the City. The City does not have the authority to supervise or control the actual
work of the Consultant, its employees or subcontractors. The Consultant, and not the City,
shall determine the time of its performance of the services provided under this Agreement
so long as the Consultant meets the requirements of its agreed Scope of Work as set forth
in Section 2 and in Exhibit A. The Consultant is neither prohibited from entering into other
contracts nor prohibited from practicing its profession elsewhere. The City and the
Consultant do not intend to nor will they combine business operations under this
Agreement.

16.2
Applicable Law; Venue. This Agreement shall be governed by the laws
of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in
Maricopa County, Arizona.

16.3
Laws and Regulations. The Consultant shall keep fully informed and
shall at all times during the performance of its duties under this Agreement ensure that it
and any person for whom the Consultant is responsible abides by, and remains in
compliance with, all rules, regulations, ordinances, statutes, or laws affecting the Services,
including, but not limited to, the following: (A) existing and future City and County
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ordinances and regulations, (B) existing and future State and Federal laws, and (C) existing
and future OSHA standards.

16.4
Amendments. This Agreement may be modified only by a written
amendment signed by persons duly authorized to enter into contracts on behalf of the City
and the Consultant.

16.5
Provisions Required by Law. Each and every provision of law and any
clause required by law to be in this Agreement will be read and enforced as though it were
included herein and, if through mistake or otherwise any such provision is not inserted, or is
not correctly inserted, then upon the application of either party, this Agreement will
promptly be physically amended to make such insertion or correction.

16.6
Severability. The provisions of this Agreement are severable to the
extent that any provision or application held to be invalid by a Court of competent
jurisdiction shall not affect any other provision or application of this Agreement that may
remain in effect without the invalid provision or application.

16.7
Entire Agreement; Interpretation; Parol Evidence. This Agreement
represents the entire agreement of the parties with respect to its subject matter, and all
previous agreements, whether oral or written, entered into prior to this Agreement are
hereby revoked and superseded by this Agreement. No representations, warranties,
inducements or oral agreements have been made by any of the parties except as expressly
set forth herein, or in any other contemporaneous written agreement executed for the
purposes of carrying out the provisions of this Agreement. This Agreement shall be
construed and interpreted according to its plain meaning, and no presumption shall be
deemed to apply in favor of, or against the party drafting this Agreement. The parties
acknowledge and agree that each has had the opportunity to seek and utilize legal counsel
in the drafting of, review of, and entry into this Agreement.

16.8
Assignment; Delegation. No right or interest in this Agreement shall be
assigned or delegated by the Consultant without prior, written permission of the City, signed
by the City Manager. Any attempted assignment or delegation by the Consultant in violation
of this provision shall be a breach of this Agreement by the Consultant.

16.9
Subcontracts. No subcontract shall be entered into by the Consultant
with any other party to furnish any of the material or services specified herein without the
prior written approval of the City. The Consultant is responsible for performance under this
Agreement whether or not subcontractors are used. Failure to pay subcontractors in a
timely manner pursuant to any subcontract shall be a material breach of this Agreement by
the Consultant.

16.10 Rights and Remedies. No provision in this Agreement shall be
construed, expressly or by implication, as waiver by the City of any existing or future right
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(REV. 5.15.24)

and/or remedy available by law in the event of any claim of default or breach of this
Agreement. The failure of the City to insist upon the strict performance of any term or
condition of this Agreement or to exercise or delay the exercise of any right or remedy
provided in this Agreement, or by law, or the City
shall not release the Consultant from any responsibilities or obligations imposed by this
Agreement or by law, and shall not be deemed a waiver of any right of the City to insist upon
the strict performance of this Agreement.

16.11
. In the event either party brings any action for any
relief, declaratory or otherwise, arising out of this Agreement or on account of any breach or
default hereof, the prevailing party shall be entitled to receive from the other party
reasonable attorney
sitting without a jury, which shall be deemed to have accrued on the commencement of
such action and shall be enforced whether or not such action is prosecuted through
judgment.

16.12 Liens. All materials or services shall be free of all liens and, if the City
requests, a formal release of all liens shall be delivered to the City.

16.13 Offset.

A.
Offset for Damages. In addition to all other remedies at law or
equity, the City may offset from any money due to the Consultant any amounts the
Consultant owes to the City for damages that have been reduced to a judgment
resulting from breach or deficiencies in performance or breach of any obligation
under this Agreement.

B.
Offset for Delinquent Fees or Taxes. The City may offset from
any money due to the Consultant any amounts the Consultant owes to the City for
delinquent fees, transaction privilege use taxes, and property taxes, including any
interest or penalties.

16.14 Notices and Requests. Any notice or other communication required or
permitted to be given under this Agreement shall be in writing and shall be deemed to have
been duly given if (A) delivered to the party at the address set forth below, (B) deposited in
the U.S. Mail, registered or certified, return receipt requested, to the address set forth below,
or (C) given to a recognized and reputable overnight delivery service, to the address set forth
below:

If to the City:
City of Buckeye
530 E. Monroe Avenue
Buckeye, Arizona 85236
Attn: Contracts
Email: Contracts@buckeyeaz.gov
Westpark Fire Station No. 706
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(REV. 5.15.24)

With copy to:
City of Buckeye
530 E. Monroe Avenue
Buckeye, Arizona 85326
Attn: Legal
Email: Legal@buckeyeaz.gov

If to Consultant: OPN, INC.
200 Fifth Avenue SE Ste.201
Cedar Rapids, Iowa 52401
Attn: David Sorg, Principal
Email: DSorg@opnarchitects.com

or at such other address, and to the attention of such other person or officer, as any party
may designate in writing by notice duly given pursuant to this subsection. Notices shall be
deemed received (A) when delivered to the party, (B) three business days after being placed
in the U.S. Mail, properly addressed, with sufficient postage, or (C) the following business
day after being given to a recognized overnight delivery service, with the person giving the
notice paying all required charges and instructing the delivery service to deliver on the
recipient, the provisions above governing the date on which a notice is deemed to have been
received by a party shall mean and refer to the date on which the party, and not its counsel
or other recipient to which a copy of the notice may be sent, is deemed to have received the
notice.

16.15 Confidentiality of Records. The Consultant shall establish and
maintain procedures and controls that are acceptable to the City for the purpose of ensuring
that information contained in its records or obtained from the City or from others in carrying
out its obligations under this Agreement shall not be used or disclosed by it, its agents,
officers, or employees, except as required to perform the Consultant
Agreement. Persons requesting such information should be referred to the City. The
Consultant also agrees that any information pertaining to individual persons shall not be
divulged other than to employees or officers of the Consultant as needed for the
performance of duties under this Agreement.

16.16 Information Technology.

A.
Limited Access. If necessary for the fulfillment of this
Agreement, the City may provide the Consultant with non-exclusive, limited access
to the City
agrees to abide by all City policies, standards, regulations, and restrictions regarding
access and usage of the City
resources. The Consultant shall enforce all such policies, standards, regulations,
gents, or any tier of
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subcontractor granted access in the performance of this Agreement and shall be
granted and authorized only such access as may be necessary for the purpose of
fulfilling the requirements of this Agreement.

B.
Permitted Access
subcontractors must receive prior, written approval from the City before being
granted access to the City
and data. The City, in its sole discretion, shall determine accessibility and limitations
thereto. The Consultant agrees that the requirements of this Section shall be
incorporated into all subcontractor/subconsultant agreements entered into by the
Consultant. It is further agreed that a violation of this Section shall be deemed to
cause irreparable harm that justifies injunctive relief in court. Notwithstanding the
provisions in Section 14, a violation of this Section may result in immediate
termination of this Agreement without notice.

C.
Data Confidentiality. All City data and technical information,
regardless of form, including originals, images, and reproductions, prepared by,
obtained by, or transmitted to the Consultant in connection with this Agreement, are
confidential, proprietary information owned by the City. Except as specifically
provided in this Agreement, the Consultant shall not, without the prior, written
consent of the City Manager or authorized designee, (A) disclose data generated in
the performance of the services to any third party, or (B) use City data and
information.

D.
Data Security. Personal identifying information, financial
account information, or restricted City information, whether in electronic format or
hard copy, must be secured and protected at all times to avoid unauthorized access.
At a minimum, the Consultant must encrypt and/or password-protect electronic
files. This includes data saved to laptop computers, computerized devices, or
removable storage devices. When City information, regardless of its format, is no
longer required by the Consultant to execute the work contracted by the City, the
information must be redacted or destroyed through appropriate and secure methods
to ensure the information cannot be viewed, accessed, or reconstructed.

E.
Compromised Security. In the event that data collected or
obtained by the Consultant in connection with this Agreement is believed to have
been compromised, the Consultant shall immediately notify the City Manager, or
authorized City designee. The Consultant agrees to reimburse the City for any costs
incurred by the City to investigate potential breaches of this data by the Consultant
and, where applicable, the cost of notifying and/or assisting individuals who may be
impacted by the breach.

F.
Disengagement. In the event this Agreement is terminated by
either party, the Consultant agrees to confer back to the City all of its data, in usable
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and normalized format, within 30 days of notice of termination. There shall be no
charge for the return of City data to the City.

G.
Survival. The obligations of the Consultant under this Section
16.16 shall survive the termination of this Agreement.

16.17 Records and Audit Rights. To ensure that the Consultant and its
subcontractors are complying with the warranty under subsection 16.18, the Consultant
practices, and any other supporting evidence relating to this Agreement, including the
papers of any of the Consultant
or services pursuant to this Agreement (all of the foregoing hereinafter referred to as
normal working hours by the City, to the extent necessary to adequately permit (A)
evaluation and verification of any invoices, payments or claims based on the Consultant
allocations) incurred, or units expended directly in the performance of work under this
Agreement and (B)
the Arizona employer sanctions laws referenced in subsection 16.18. To the extent
necessary for the City to audit Records as set forth in this subsection, the Consultant and
its subcontractors hereby waive any rights to keep such Records confidential. For the
purpose of evaluating or verifying such actual or claimed costs or units expended, the City
effective date of this Agreement for the duration of the work and until three years after the
date of final payment by the City to the Consultant pursuant to this Agreement. The
Consultant and its subcontractors shall provide the City with adequate and appropriate
workspace so that the City can conduct audits in compliance with the provisions of this
subsection. The City shall give the Consultant or its subcontractors reasonable advance
notice of intended audits. The Consultant shall require its subcontractors to comply with
the provisions of this subsection by insertion of the requirements hereof in any subcontract
pursuant to this Agreement.

16.18 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT.
§ 41-4401, the Consultant and its subcontractors warrant compliance with all federal
immigration laws and regulations that relate to their employees and their compliance with
the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). The Consultant
this Agreement and may result in the termination of this Agreement by the City.

16.19 Israel. To the extent ARIZ. REV. STAT. § 35-393 through § 35-393.03 are
applicable, the parties hereby certify that they are not currently engaged in, and agree for
the duration of this Agreement to not engage in, a boycott of goods or services from Israel,
as that term is defined in ARIZ. REV. STAT. § 35-393.

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16.20 Conflicting Terms. In the event of any inconsistency, conflict, or
ambiguity among the terms of this Agreement, any amendments, the Scope of Work and Fee
Proposal, or any City-approved Purchase Order, the documents shall govern in the order
listed herein.

16.21 Time is of the Essence. The timely completion of the Services is of
critical importance to the economic circumstances of the City.

16.22 Meaning of Terms. References made in the singular shall include the
plural and the masculine shall include the feminine or the neuter.

16.23 Non-Exclusive Contract. This Agreement is entered into with the
understanding and agreement that it is for the sole convenience of the City. The City
reserves the right to obtain like goods and services from another source when necessary.

16.24 Forced Labor of Ethnic Uyghurs. To the extent applicable under ARIZ.
REV. STAT. § 35-394, the Vendor warrants and certifies that it does not currently, and agrees
for the duration of this Agreement that it will not use the forced labor, any goods or services
produced by the forced labor, or 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
this paragraph, the Vendor shall notify the Town of the noncompliance within five business
days of becoming aware of it. If the Vendor fails to provide a written certification that the
Vendor has remedied the noncompliance within 180 days after that, this Agreement shall
terminate unless the termination date of this Agreement occurs before the end of the
remedy, in which case this Agreement terminates on the contract termination date.

16.25 Clickwrap Terms Excluded. In the event the
terms of sale or

agreement, such terms of sale or service shall not be binding upon the City. No oral
agreement,
way modify a City issued or approved contract or the terms of this Professional Services
Agreement.

[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first set forth above.

City

Consultant

CITY OF BUCKEYE,

OPN, INC. DBA OPN ARCHITECTS, INC.,
an Arizona municipal corporation

an Iowa corporation

Doug Sandstrom, City Manager

David Sorg, Principal

Lucinda J. Aja, City Clerk

RECOMMENDED:

Rob Roach, Interim Procurement Manager

APPROVED AS TO FORM:

K. Scott McCoy, City Attorney

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EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF BUCKEYE
AND
OPN, INC. DBA OPN ARCHITECTS, INC.

[Scope of Work and Fee Proposal]

See following pages.

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