CIP 62107 Wood Engineering Contract

Page 1 of 12 
 
CITY OF EL MIRAGE  
PROFESSIONAL SERVICES CONTRACT 
 
 
THIS PROFESSIONAL SERVICES CONTRACT is made and entered into this __day of ____ 
2022, (“Effective Date”) by and between the City of El Mirage, an Arizona municipal 
corporation (“City”), and Wood Environment & Infrastructure Solutions, Inc., a Nevada 
corporation (“Consultant”). 
 
RECITALS 
 
A. The City of El Mirage is authorized and empowered by provisions of the City Code to 
execute contracts for professional services by and through its City Manager;  
 
B. The City desires to contract for Consultant to provide professional engineering services for 
the expansion of the El Mirage Water Reclamation Facility project (“Services”) as 
described in the attached scope of work (Exhibit “A”) in accordance with the terms of this 
Contract; 
 
C. Consultant is duly qualified to perform the requested Services. 
 
AGREEMENT 
 
NOW, THEREFORE, in consideration of the mutual promises and obligations set for herein, 
the parties hereto agree as follows: 
 
1.1  
DESCRIPTION, ACCEPTANCE, DOCUMENTATION  
 
Consultant shall act under the authority and approval of the Contract Administrator for the 
City to provide the Services required by this Contract. The Contract Administrator for the 
City shall be Nick Russo/City Public Works Director, or designee. The Contract 
Administrator shall oversee the execution of this Contract, assist the Consultant in 
accessing the organization, audit billings, and approve payments. The Consultant shall 
channel reports and special requests through the Contract Administrator. City reserves the 
right to change the Contract Administrator for the City without prior approval of the 
Consultant.  
 
1.2  
SERVICE DESCRIPTION 
 
Consultant shall provide the Services described in Exhibit “A.” All work will be reviewed, 
evaluated, approved, and monitored by the Contract Administrator to determine acceptable 
completion. Review and approval by the Contract Administrator shall not relieve 
Consultant of any liability for improper, negligent or inadequate services rendered pursuant 
to this Contract. Consultant shall provide all work necessary to assure the Services are 
completed in a timely and efficient manner consistent with service requirements, including, 
but not limited to, working in close interaction with, and interfacing with, City and its

Page 2 of 12 
designated employees, and working closely with others, including other consultants or 
contractors retained by City. In the event of a discrepancy between this Agreement and 
Exhibit “A”, this Agreement shall control over Exhibit “A”. 
 
1.3 
DOCUMENTATION AND DATA 
 
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 remain the property of, the 
City and are to be delivered to the Contract Administrator before final payment is made to 
the Consultant. 
 
2.1 
FEE SCHEDULE, RECORDS, AUDIT RIGHTS 
 
 
The fee Consultant shall be paid for all Services provided pursuant to the terms of this 
Contract, inclusive of all expenses under this Contract, shall not exceed One Million 
Twenty-Eight Thousand One hundred and Forty Dollars ($1,028,140). 
 
 
The Contract Administrator reserves the exclusive right to determine the amount of work 
performed and payment due the Consultant on a monthly basis. Consultant shall maintain 
all books, paper documents, accounting records and other evidence pertaining to such 
monthly billings and shall make such materials available at all reasonable times to the 
Contract Administrator. Monthly billings shall be accompanied by such documentation as 
the Contract Administrator may require to make a determination of work performed and 
payment due. 
 
Consultant’s records (hard copy, as well as computer readable data) and any other 
supporting evidence deemed necessary by the City to substantiate charges and claims 
related to this Contract shall be 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 cost of the work, and any invoices, change orders, payments or claims 
submitted by the Consultant or any of its payees pursuant to the execution of the Contract. 
The City’s authorized representative shall be afforded access, at reasonable times and 
places, to all of the Consultant’s records and personnel pursuant to the provisions of this 
article throughout the term of this contract and for a period of three years after last or final 
payment. 
 
 
Consultant shall require all subconsultants, insurance agents, and material suppliers 
(payees) to comply with the provisions of this article by insertion of the requirements 
hereof in a written contract agreement between Consultant and payee. Such requirements 
will also apply to any and all subconsultants. 
 
 
If any audit in accordance with this article discloses overcharges of any nature by the 
Consultant to the City in excess of one percent (1%) of the total contract billings, the actual 
cost of the City’s audit shall be reimbursed to the City by the Consultant. Any adjustments 
and/or payments which must be made as a result of any such audit or inspection of the

Page 3 of 12 
Consultant’s invoices and/or records shall be made within a reasonable amount of time (not 
to exceed 90 days) from presentation of City’s findings to Consultant.  
 
2.2 
ADDITIONAL SERVICES; PRICE ADJUSTMENT 
   
 
The total Scope of Work to be performed by Consultant in accordance with this Contract 
is set forth herein and in Exhibit “A.” Services not included in this Contract, including 
Exhibit “A,” will be considered Additional Services. Consultant shall not perform any 
Additional Services without written authorization from the City. It shall be presumed that 
all Services performed/provided by Consultant were included in the Contract and 
contemplated by Consultant as being part of the original Scope of Work and the fees set 
forth herein, unless such Services have been separately approved by the City, in writing, 
as Additional Services. Consultant shall not be paid for any Additional Services that are 
not authorized by the City in writing. 
2.3 
OWNERSHIP 
 
Upon receipt of payment for Services, Consultant grants to City, and shall cause its 
subconsultants to grant to City, the exclusive ownership of any and all copyrights, if any, 
to evaluations, reports, drawings, specifications, project manuals, surveys, estimates, 
reviews, minutes, and other intellectual work product as may be applicable ("Work 
Product"). This grant is effective whether the Work Product is on paper (e.g., a "hard 
copy"), in electronic format, or in some other form. Consultant warrants, and agrees to 
indemnify, hold harmless and defend City for, from and against any claim that any Work 
Product infringes on third-party proprietary interests. City may reuse the Work Product at 
its sole discretion. In the event the Work Product is used for another project without further 
consultations with Consultant, the City agrees to indemnify and hold Consultant harmless 
from any claim arising out of the Work Product. In such case, City will also remove any 
title block from the Work Product. 
  
3.1 
TERM AND EXTENSION 
 
 
This Contract shall be in full force and effect only when approved and signed by City’s 
City Manager as attested by the City Clerk. This Contract begins on the Effective Date.  
All work shall be completed by ___________, 2022.    
 
 
In the event the work cannot be completed within the time specified, the Contract 
Administrator may approve a change order extending the time for completion of the work 
when Contract Administrator determines it is in the best interest of the City for such period 
as the Contract Administrator deems reasonable.  A modification for a time extension for 
completion of the work pursuant to this subparagraph shall not entitle Consultant to 
additional compensation.

Page 4 of 12 
3.2 
TERMINATION 
 
3.2.1 Termination for Cause 
 
 
The City has the right to terminate this Contract for cause in the event Consultant 
materially breaches any provision of this Contract or portion of the Services and 
fails to remedy the breach within five (5) business days of notification of the breach, 
if the breach is remedial. If Consultant fails to remedy the breach or if the breach is 
not remedial, City may terminate this Contract for cause immediately upon written 
notice to Consultant. In the event the City terminates this Contract or any part of 
the Services as herein provided pursuant to this Section 3.2.1, the City shall notify 
the Consultant in writing, and immediately upon receipt of such notice, the 
Consultant shall discontinue all work under this Contract. 
 
 
Upon termination for cause, Consultant shall immediately deliver to the City all 
drawings, research, data, studies, reports, estimates and any and all other documents 
or work product generated by the Consultant under the Contract, together with all 
unused material supplied by the City. Consultant shall be responsible only for such 
portion of the work which has been completed and accepted by the City. Use of 
incomplete data by the City shall be the City’s sole responsibility. 
 
 
In the event of termination for cause, Consultant shall only be compensated a 
portion of the agreed upon fee for such portion of the work that City agrees, in its 
sole discretion to accept. City shall have no obligation to accept any portion of 
Consultant’s work if the contract is terminated for cause, and shall have no 
obligation to pay Consultant for any portion of the work, if any, not accepted by 
City. 
 
 
If the Consultant materially fails to fulfill in a timely and proper manner its 
obligations under this Contract, of if the Consultant violates any of the covenants, 
agreements, or stipulations of this Contract, the City may withhold from payment 
due to the Consultant such amounts as are necessary to protect the City’s position 
for the purpose of set-off until such time as the exact amount of damages can be 
determined. 
 
3.2.2. Termination for Convenience 
 
The City has the right to terminate this Contract for convenience or to abandon any 
portion of the work for which Services have not been performed by the Consultant. 
In the event the City terminates this Contract or any part of the Services as herein 
provided pursuant to this Section 3.2.2, the City shall notify the Consultant in 
writing, and immediately upon receipt of such notice, the Consultant shall 
discontinue all work under this Contract. 
 
Upon such termination for convenience or abandonment, the Consultant shall 
immediately deliver to the City all drawings, research, data, studies, reports,

Page 5 of 12 
estimates and any and all other documents or work product generated by the 
Consultant under the Contract, together with all unused material supplied by the 
City. Consultant shall be responsible only for such portion of the work which has 
been completed and accepted by the City. Use of incomplete data by the City shall 
be the City’s sole responsibility. 
 
The Consultant shall receive as compensation in full for Services performed to the 
date of such termination or abandonment, a fee for the percentage of Services 
actually completed and accepted by the City. This fee shall be in an amount to be 
mutually agreed upon by the Consultant and the City, based upon the scope of work 
set forth in Exhibit “A’ and the payment schedule set forth in Article 2, hereof. If 
mutual agreement cannot be reached after reasonable negotiation, the Contract 
Administrator shall determine the percentage of satisfactory completion of each 
task set forth in the scope of work contained in Exhibit “A” and the amount of 
compensation Consultant is entitled to for such work and the Contract 
Administrator’s determination in this regard shall be final. The City shall make 
such final payment within sixty (60) days after the Consultant has delivered the last 
of the partially completed items. 
 
3.3 
FUNDS APPROPRIATION 
 
If the City Council does not appropriate funds to continue this Contract and pay for charges 
hereunder, the City may terminate this Contract at the end of the current fiscal period. The 
City agrees to give written notice, pursuant to Section 3.2, Termination, of this Contract to 
the Consultant at least thirty (30) days prior to the end of its current fiscal period and will 
pay to the Consultant all approved charges incurred through the end of such period. 
 
The City's fiscal year begins July 1st and ends June 30th each calendar year. The City may 
make payment for Services rendered or costs encumbered only during a fiscal year and for 
a period of sixty (60) days immediately following the close of the fiscal year, under the 
provisions of Arizona Revised Statutes § 42-17108. Therefore, Consultant must submit 
billings for Services performed or costs incurred prior to the close of a fiscal year within 
forty-five (45) days to allow payment within this period. 
 
 
4.1 
ENTIRE AGREEMENT 
 
This Contract constitutes the entire understanding of the parties and supersedes all previous 
representations, written or oral, with respect to the Services specified herein. This Contract 
may not be modified or amended except by a written document, signed by authorized 
representatives of each party. 
 
4.2  
ARIZONA LAW 
 
This Contract shall be governed and interpreted according to the laws of the State of 
Arizona. Any action brought to interpret or enforce any provision of this Contract that 
cannot be administratively resolved, or otherwise related to or arising from this Contract,

Page 6 of 12 
shall be commenced and maintained in the state or federal courts of the State of Arizona, 
Maricopa County, and each of the parties, to the extent permitted by law, consents to 
jurisdiction and venue in such courts for such purposes. 
 
4.3 
COMPLIANCE WITH LAWS 
 
Consultant shall comply with all existing and subsequently enacted federal, state and local 
laws, ordinances, codes, and regulations that are, or become applicable to this Contract. If 
a subsequently enacted law imposes substantial additional costs on Consultant, a request 
for an amendment may be submitted pursuant to this Contract. 
 
4.4 
MODIFICATIONS 
 
Any amendment, modification or variation from the terms of this Contract shall be in 
writing and shall be effective only after approval of all parties signing the original Contract. 
 
4.5 
ASSIGNMENT 
 
Services covered under this Contract shall not be assigned or sublet in whole or in part 
without the prior written consent of the Finance Director and Contract Administrator. 
 
4.6 
SUCCESSORS AND ASSIGNS 
 
This Contract shall extend to and be binding upon Consultant, its successors and assigns, 
including any individual, company, partnership or other entity with or into which 
Consultant shall merge, consolidate or be liquidated, or any person, corporation, 
partnership or other entity to which Consultant shall sell its assets. 
 
4.7 
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, neither party shall be 
entitled to receive from the other party attorneys’ fees, costs or expenses. 
 
4.8  
INDEPENDENT CONTRACTOR 
 
The Services Consultant provides under the terms of this Contract to the City are that of an 
Independent Contractor, not an employee or agent of the City. The City will report the 
value paid for these Services each year to the Internal Revenue Service (I.R.S.) using Form 
1099. 
 
City shall not withhold income tax as a deduction from contractual payments. As a result 
of this, Consultant may be subject to I.R.S. provisions for payment of estimated income 
tax. Consultant is responsible for consulting the local I.R.S. office for current information 
on estimated tax requirements. Consultant will not be entitled to any benefits provided by 
City to its employees, including, but not limited to, health benefits, workers’ compensation,

Page 7 of 12 
unemployment coverage, deferred compensation, and all other typical employee benefits. 
 
4.9 
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 consultant to any other party to the Contract with respect to the subject matter 
of the Contract. The cancellation will be effective when written notice from the City is 
received by all other parties to the Contract, unless the notice specifies a later time (A.R.S. 
§38-511). 
 
4.10 
 NOTICES 
 
All notices or demands required to be given pursuant to the terms of this Contract shall be 
given to the other party in writing, delivered by hand or registered or certified mail, at the 
addresses set forth below, or to such other address as the parties may substitute by written 
notice given in the manner prescribed in this paragraph. 
 
In the case of Consultant: 
Wood Environment & Infrastructure Solutions, Inc., 
 
 
 
Attn: __________________________ 
4600 E. Washington St. Suite 600 
Phoenix, Arizona 85034 
 
In the case of City 
 
City of El Mirage 
 
 
 
 
Attn: City Manager 
 
 
 
 
10000 N. El Mirage Road 
 
 
 
 
El Mirage, Arizona 85335 
 
With a copy to: 
 
City of El Mirage 
 
 
 
 
Attn: City Attorney 
 
 
 
 
10000 N. El Mirage Road 
 
 
 
 
El Mirage, Arizona 85335 
 
Notices shall be deemed received on date delivered, if delivered by hand, and on the 
delivery date indicated on receipt if delivered by certified or registered mail. 
 
4.11  FORCE MAJEURE 
 
Neither party shall be responsible for delays or failures in performance resulting from acts 
beyond their control. Such acts shall include, but not be limited to, acts of God, riots, acts 
of war, epidemics, governmental regulations imposed after the fact, fire, communication 
line failures, power failures, or earthquakes.

Page 8 of 12 
 
4.12  TAXES 
 
Consultant shall be solely responsible for any and all tax obligations which may result out 
of the Consultant’s performance of this Contract. The City shall have no obligation to pay 
any amounts for taxes of any type incurred by the Consultant. 
 
4.13  ADVERTISING AND PROMOTION 
 
Consultant shall not publish, release, disclose or announce to any member of the public, 
press, official body, or any other third party: (1) any information concerning this Contract, 
the Services, or any part thereof; or (2) any documentation or the contents thereof, without 
the prior written consent of the City, except as required by law or judicial or regulatory 
process. The name of any site on which Services are performed shall not be used in any 
advertising or other promotional context by Consultant without the prior written consent 
of the City. 
 
4.14 
COUNTERPARTS 
 
 
This Contract may be executed in one or more counterparts, and each originally executed 
duplicate counterpart of this Contract shall be deemed to possess the full force and effect 
of the original. 
 
4.15 
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. 
 
4.16  SUBCONSULTANTS 
 
During the performance of the Contract, the Consultant may engage such additional 
subconsultants as may be required for the timely completion of this Contract. The addition 
of any subconsultants shall be subject to the prior approval of the City. 
 
In the event of subcontracting, the sole responsibility for fulfillment of all terms and 
conditions of this Contract rests with the Consultant. 
 
4.17  INDEMNIFICATION 
 
The Consultant agrees, to the fullest extent permitted by law, to indemnify and hold 
harmless the City, its officers, directors and employees (collectively, City) against all 
damages, liabilities or costs, including reasonable attorneys’ fees and defense costs, to the 
extent caused by the Consultant’s negligent performance of professional services under 
this Contract and that of its subcontractors or anyone for whom the Consultant is legally 
liable.

Page 9 of 12 
The City agrees, to the fullest extent permitted by law, to indemnify and hold harmless the 
Consultant, its officers, directors, employees and subcontractors (collectively, Consultant) 
against all damages, liabilities or costs, including reasonable attorney’s fees and defense 
costs, to the extent caused by the City’s negligent acts in connection with the Services and 
the acts of its contractors, subcontractors or consultants or anyone for whom the City is 
legally liable. 
 
Neither the City nor the Consultant shall be obligated to indemnify the other party in any 
manner whatsoever for the other party’s own negligence or for the negligence of others. 
 
4.18 
INSURANCE 
 
The Consultant shall secure and maintain at all times that this Contract is in effect, 
insurance coverage which shall include statutory workers’ compensation, comprehensive 
general and automobile liability, owner’s and Consultant’s protective liability insurance 
and errors and omissions professional liability. The comprehensive general and automobile 
liability limits shall be no less than one million dollars ($1,000,000) combined single limit. 
The owner’s and Consultant’s protective liability limits shall be no less than one million 
dollars ($1,000,000) for each occurrence and one million dollars ($1,000,000) policy 
aggregate naming the City as an additional insured. The minimum amounts of coverage for 
Consultant’s professional liability shall be one million dollars ($1,000,000). In other than 
errors and omissions professional liability, City’s and Consultant’s protective liability and 
worker’s compensation, the City of El Mirage shall be named as an additional insured.  
 
All insurance coverage shall be written through a carrier licensed in Arizona, or an 
approved non-admitted list of carriers published by the Arizona Department of Insurance, 
and possessing an A.M. Best rating of at least A- or above with policies and forms 
satisfactory to the City.  
 
The Consultant shall submit to the City a certificate of insurance evidencing the coverage 
and limits stated in the foregoing paragraph within ten (10) days of award of this Contract. 
City shall not issue a “Notice to Proceed” until after Consultant has submitted the 
certificate of insurance to City. Insurance evidenced by the certificate shall not expire or 
be canceled or materially changed without thirty (30) days prior written notice to the City, 
and a statement to that effect must appear on the face of the certificate and the certificate 
shall be signed by a person authorized to bind the insurer. Consultant shall also submit to 
the City a copy of Consultant’s insurance policy endorsements indicating that the City is 
an additional insured under Consultant’s insurance policies as required herein.  
 
The insurance policies, except Workers’ Compensation required by this Contract, shall 
name the City, its agents, representatives, officers, directors, officials and employees as 
Additional Insureds. 
 
4.19 
FEDERAL AND STATE EMPLOYMENT IMMIGRATION LAWS AND OTHER 
REQUIREMENTS 
 
To the extent applicable under A.R.S. § 41-4401, Consultant warrants its and its

Page 10 of 12 
subconsultants’ compliance with all federal immigration laws and regulations that relate to 
their compliance with the E-verify requirements under A.R.S. § 23-214(A). Consultant’s 
or its subconsultants’ breach of the above-mentioned warranty shall be deemed a material 
breach of the Contract and may result in the termination of the Contract by the City. The 
City retains the legal right to randomly inspect the papers and records of Consultant and its 
subconsultants to ensure that the Consultant and its subconsultants are complying with the 
above-mentioned warranty. 
 
The Consultant warrants to keep the papers and records open for random inspection during 
normal business hours by the City. The Consultant shall cooperate with the City’s random 
inspections including granting the City entry rights to Consultant’s property to perform the 
random inspections and waiving its right to keep such papers and records confidential. The 
failure of Consultant to comply with this warranty regarding the keeping of papers and 
records and cooperating with City’s random inspections shall constitute a material breach 
of the Contract and the City will have the right to immediately terminate the Contract.  
 
A breach of the Immigration Warranty shall constitute a material breach of this Contract 
and shall subject the Consultant to penalties up to and including termination of this 
Contract at the sole discretion of the City. 
 
Neither the Consultant nor any Sub-contractor shall be deemed to have materially 
breached the Professional Immigration Warranty if the Consultant or Sub-contractor 
establishes that it has complied with employment verification provisions prescribed by 
Sections 274A and 274B of the Federal Immigration and Nationality Act and the E-Verify 
requirements prescribed by A.R.S. § 23-214(A). 
 
The provisions of this Article must be included in any contract the Consultant enters into 
with any and all of its Sub-contractors who provide services under this Contract or any 
sub-contract.  “Services” are defined as furnishing labor, time or effort in the State of 
Arizona by a professional or sub-contractor.  Services include construction or 
maintenance of any structure, building or transportation facility or improvement to real 
property. 
 
Consultant understands and acknowledges the applicability to it of the Americans with 
Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free 
Workplace Act of 1989.  The following is only applicable to construction contracts: The 
Consultant must also comply with A.R.S. § 34-301, “Employment of Aliens on Public 
Works Prohibited”, and A.R.S. § 34-302, as amended, “Residence Requirements for 
Employees”.  
 
4.20 
SEVERABILITY 
 
If any term or provision of this Contract shall be found to be illegal or unenforceable, then 
notwithstanding such illegality or unenforceability, this Contract shall remain in full force 
and effect and such term or provision shall be deemed to be deleted.

Page 11 of 12 
4.21 
DEGREE OF CARE 
 
Professional shall exercise the same degree of care, skill and diligence in the performance 
of the Services as is ordinarily possessed and exercised by a professional under similar 
circumstances. 
 
4.22 
THIRD PARTY BENEFICIARIES  
 
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other 
than the City and Professional. 
 
4.23 
ISRAEL BOYCOTT 
 
Consultant certifies that it is not currently engaged in and agrees for the duration of this 
Agreement that it will not engage in a “boycott”, as that term is defined in A.R.S. § 35-
393, of Israel. 
 
CITY OF EL MIRAGE 
 
 
 
CONSULTANT:    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By: ______________________________ 
_______________________________ 
 
                      Print Name 
By: J. Crystal Dyches 
Its: City Manager 
 
 
 
 
 
 
 
 
 
 
By: ______________________________ 
 
 
 
 
 
 
 
 
 
Signature 
 
 
 
 
 
 
 
 
 
Its _______________________________ 
 
 
 
 
 
 
 
 
 
Title 
 
ATTEST: 
 
 
 
____________________________ 
Sharon Antes, City Clerk 
 
APPROVED AS TO FORM: 
 
___________________________ 
        
Justin Pierce, City Attorney

Page 12 of 12 
EXHIBIT “A”