Professional Services Contract

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CITY OF EL MIRAGE  
PROFESSIONAL SERVICES CONTRACT 
 
 
THIS PROFESSIONAL SERVICES CONTRACT is made and entered into this 4th day of October 2022, 
(“Effective Date”) by and between the City of El Mirage, an Arizona municipal corporation (“City”), and 
Michael Baker International (“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 services to develop a Downtown Revitalization Plan 
(“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 Procurement Administrator for the City to 
provide the Services required by this Contract. The Procurement Administrator for the City shall be Valerie 
Ojeda, or designee. The Procurement 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 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

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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 Seventy One Thousand Seven Hundred Dollars 
($71,700). 
 
 
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 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

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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 
June 30, 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.   
 
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, 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.

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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, 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

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written consent of the Finance Director and Procurement 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, 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: Michael Baker International 
 
 
 
Attn: __________________________ 
______________________________ 
_______________________________ 
 
In the case of City  
City of El Mirage 
 
 
 
 
Attn: City Manager

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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. 
 
 
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.

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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. 
 
 
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 subconsultants’

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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. 
 
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.

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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