Agreement

City of Glendale — Regular Meeting (2022-06-28)

Extracted text (via ocr_local) 54863 characters

PROFESSIONAL SERVICES AGREEMENT
91 CARDINALS DEVELOPMENT
PROJECT 212239

This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE,
an Arizona municipal corporation ("City") and Entellus, Inc.., an Arizona corporation, ("Consultant") as of the
day of 20 (“Effective Date”).

RECITALS
A. City intends to undertake a project for the benefit of the public and with public funds that is more fully set
forth in Exhibit A, Project (the "Project");

B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit B, Project Scope of Work (“Scope”);

Cc. Consultant desires to provide City with professional services (“Services”) consistent with best consulting or
architectural practices and the standards set forth in this Agreement, in order to complete the Project; and
D. City and Consultant desire to memorialize their agreement with this document.
AGREEMENT

The parties hereby agree as follows:
1. Key Personnel; Other Consultants and Subcontractors.

11 Professional Services. Consultant will provide all Services necessary to assure the Project is
completed timely and efficiently consistent within Project requirements, including, but not limited
to, working in close interaction and interfacing with City and its designated employees, and working
closely with others, including other consultants or contractors, retained by City.

1.2 Project Team.

a. Project Manager.

(1) Consultant will designate an employee as Project Manager with sufficient training,
knowledge, and experience to, in the City's opinion, complete the project and
handle all aspects of the Project such that the work produced by Consultant is
consistent with applicable standards as detailed in this Agreement; and

(2) The City must approve the designated Project Manager.
b. Project Team.

(1) The Project Manager and all other employees assigned to the Project by
Consultant will comprise the "Project Team."

(2) Project Manager will have responsibility for and will supervise all other employees
assigned to the Project by Consultant.

c. Discharge, Reassign, Replacement.

63) Consultant acknowledges the Project Team is comprised of the same persons and
roles for each as may have been identified in Exhibit A.

(2) Consultant will not discharge, reassign, replace or diminish the responsibilities of
any of the employees assigned to the Project who have been approved by City
without City's prior written consent unless that person leaves the employment of
Consultant, in which event the substitute must first be approved in writing by City.

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(3) Consultant will change any of the members of the Project Team at the City's
request if an employee's performance does not equal or exceed the level of
competence that the City may reasonably expect of a person performing those
duties, or if the acts or omissions of that person are detrimental to the
development of the Project.

Subcontractors.

(1) Consultant may engage specific technical contractors (each a "Subcontractor") to
furnish certain setvice functions.

(2) Consultant will remain fully responsible for Subcontractor's services.
(3) Subcontractors must be approved by the City.

(4) Consultant will certify by letter that all contracts with Subcontractors have been
executed incorporating requirements and standards as set forth in this Agreement.

Schedule. ‘The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project.

Consultant’s Work.

3.1

3.2

3.3

3.4

Standard. Consultant must perform Services in accordance with the standards of due diligence,
cate, and quality prevailing among consultants having substantial experience with the successful
furnishing of Services for projects that are equivalent in size, scope, quality, and other criteria under
the Project and identified in this Agreement.

Licensing. Consultant warrants that:

Consultant and its Subconsultants or Subcontractors will hold all appropriate and required
licenses, registrations and other approvals necessaty for the lawful furnishing of Services
("Approvals"); and

Neither Consultant nor any Subconsultant or Subcontractor has been debarted or
otherwise legally excluded from contracting with any federal, state, or local governmental
entity ("Debarment").

(a) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Consultant's contracting ability.

(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.

Compliance.

Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other
standards and criteria designated by City.

Consultant must not discriminate against any employee or applicant for employment on
the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation,
gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Consultant will require any Sub-contractor to be bound to the
same requirements as stated within this section. Consultant, and on behalf of any
subcontractors, warrants compliance with this section.

Coordination: Interaction.

For projects that the City believes requires the coordination of various professional
services, Consultant will work in close consultation with City to proactively interact with

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3.5

any other professionals retained by City on the Project ("Coordinating Project
Professionals").

b. Consultant will meet to review the Project, Schedule and in-progress work with
Coordinating Project Professionals and City as often and for durations as City reasonably
considers necessary in order to ensure the timely work delivery and Project completion.

ron For projects not involving Coordinating Project Professionals, Consultant will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.

Work Product.

a. Ownership. Upon receipt of payment for Services furnished, Consultant grants to City,
and will cause its Subconsultants or Subcontractors to grant to the City, the exclusive
ownership of and all copyrights, if any, to evaluations, reports, drawings, specifications,
prtoject manuals, surveys, estimates, reviews, minutes, all "architectural work" as defined in
the United States Copyright Act, 17 U.S.C § 101, ef seq., and other intellectual work product
as may be applicable ("Work Product").

(1) This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.

(2) 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.

b. Delivery. Consultant will deliver to City copies of the preliminary and completed Work

Product promptly as they are prepared.

c. City Use.
(1) City may reuse the Work Product at its sole discretion.
(2) 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.

(3) In such case, City will also remove any seal and title block from the Work Product.

Compensation for the Project.

4.2

4.3

Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $244,191.68 as specifically detailed in Exhibit D
("Compensation").

Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

a Adjustments to Compensation requite a written amendment to this Agreement and may
require City Council approval.

b. Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.

c. Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.

Allowances. An “Allowance” may be identified in Exhibit D only for work that is required by the
Scope and the value of which cannot reasonably be quantified at the time of this Agreement.

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As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts
identified in Exhibit D and any unused allowance at the completion of the Project will
remain with City.

Consultant may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subconsultant.

Consultant will not use any portion of an Allowance without prior written authorization
from the City.

Examples of Allowance items include, but are not limited to, subsurface pothole
investigations, survey, geotechnical investigations, public participation, radio path studies
and material testing.

4.4 Expenses. City will reimburse Consultant for certain out-of-pocket expenses necessarily incurred
by Consultant in connection with this Agreement, without mark-up (the “Reimbursable
Expenses”), including, but not limited to, document reproduction, materials for book preparation,
postage, courier and overnight delivery costs incurred with Federal Express or similar carriers,
travel and car mileage, subject to the following:

a. Mileage, airfare, lodging and other travel expenses will be reimbursable only to the extent
these would, if incurred, be reimbursed to City of Glendale personnel under its policies
and procedures for business travel expense reimbursement made available to Consultant
for review prior to the Agreement’s execution, and which policies and procedures will be
furnished to Consultant;

b. The Reimbursable Expenses in this section are approved in advance by City in writing; and

c, The total of all Reimbursable Expenses paid to Consultant in connection with this
Agreement will not exceed the “not to exceed” amount identified for Reimbursable
Services in the Compensation.

Billings and Payment.

5.1 Applications.

a. Consultant will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated
below.

b. The period covered by each Payment Application will be one calendar month ending on
the last day of the month.

5.2 Payment.

a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.

b. Payment may be subject to or conditioned upon City's receipt of:

(1) Completed work generated by Consultant and its Subconsultants and
Subcontractors; and

(2) Unconditional waivers and releases on final payment from all Subconsultants and
Subcontractors as City may reasonably request to assure the Project will be free of
claims arising from required performances under this Agreement.

5.3 Review and Withholding. City's Project Manager will timely review and certify Payment

Applications.

If the Payment Application is rejected, the Project Manager will issue a written listing of
the items not approved for payment.

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b. City may withhold an amount sufficient to pay expenses that City reasonably expects to
incur in correcting the deficiency or deficiencies rejected for payment.

6. Termination.

6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by
delivering a written termination notice stating the effective termination date, which may not be less
than 15 days following the date of delivery.

a. Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.

b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of
the required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of
this Agreement within seven days after receipt of written notice specifying the breach.

a. Consultant will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, are less than
the equitable amount due but not paid Consultant for Services furnished, City will pay the
amount due to Consultant, less City's damages, in accordance with the provision of Sec. 5.

b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject
to consequential damages more than $1,000,000 or the amount of this Agreement,
whichever is greater.

7. Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or
consultant of any other party to this Agreement.

8. Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain
insurance against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of all tasks or work necessary to complete the Project as herein defined.
Such insurance shall cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.

8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products and completed operations, with limits of no less than $1,000,000 per
occurrence for bodily injury, personal injury, and property damage. If a general aggregate
limit applies, either the general aggregate limit shall apply separately to this project/location
ot the general aggregate limit shall be twice the required occurrence limit.

b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.

c. Professional Liability. Consultant must maintain a Professional Liability insurance

covering errors and omissions arising out of the work or services performed by Consultant,
ort anyone employed by Consultant, or anyone for whose acts, mistakes, errors and
omissions Consultant is legally liability, with a liability insurance limit of $1,000,000 for
each claim and a $2,000,000 annual aggregate limit.

d. Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.

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8.2

8.3

8.4

8.5

Indemnification.

To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties") for, from, and against any and
all claims, demands, actions, damages, judgments, settlements, personal injury (including
sickness, disease, death, and bodily harm), property damage (including loss of use),
infringement, governmental action and all other losses and expenses, including attorneys!
fees and litigation expenses (each, a "Demand or Expense” collectively "Demands or
Expenses") asserted by a third-party (ie. a person or entity other than City or Consultant)
and that arises out of or results from the breach of this Agreement by the Consultant or
the Consultant’s negligent actions, etrors or omissions (including any Subconsultant or
Subcontractor or other person or firm employed by Consultant), whether sustained before
or after completion of the Project.

This indemnity and hold harmless provision applies even if a Demand or Expense is in
part due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Consultant will be liable only to the extent the Demand or
Expense results from the negligence or breach of a responsibility of Consultant or of any
person or entity for whom Consultant is responsible.

Consultant is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.

Other Insurance Provisions. The insurance policies required by the Section above must contain,
ot be endorsed to contain the following insurance provisions:

The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL and automobile policies for any liability arising from or
in connection with the performance of all tasks or work necessary to complete the Project
as herein defined. Such liability may atise, but is not limited to, liability for materials, parts
or equipment furnished in connection with any tasks, or work performed by Consultant or
on its behalf and for liability arising from automobiles owned, leased, hired or borrowed
on behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant’s existing insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later
tevisions are used.

For any claims related to this Project, the Consultant’s insurance coverage shall be
ptimary insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees or volunteers shall be in excess of the Consultant’s insurance and shall not
contribute with it.

Each insurance policy requited by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless the Consultant has obtained prior approval from the City stating that a
non-conforming insurer is acceptable to the City.

Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which
any insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees
to obtain any endorsement that may be necessary to effect this waiver of subrogation. The
Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City
for all work performed by the Consultant, its employees, agent(s) and subcontractor(s).

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10.

11.

8.6 Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to
obtain, submit or secure the City’s approval of the required insurance policies, certificates or
endorsements prior to the City’s agreement that work may commence shall not waive the
Consultant’s obligations to obtain and verify insurance coverage as otherwise provided in this
Section. The City reserves the right to require complete, certified copies of all required insurance
policies, including any endorsements or amendments, required by this Agreement at any time
during the Term stated herein.

Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance
policies, certificates or endorsements shall not be considered a Force Majeure or defense for any
failure by the Consultant to comply with the terms and conditions of the Agreement, including any
schedule for performance or completion of the Project.

8.7 Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.

8.8 Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
ot other circumstances unique to the Consultant, the Project or the insurer.

E-verify, Records and Audits. To the extent applicable under A.R-S. § 41-4401, the Consultant warrant
their compliance and that of its subconsultants with all federal immigration laws and regulations that relate
to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The
Consultant or subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement
and may result in the termination of the Agreement by the City under the terms of this Agreement. The City
retains the legal right to randomly inspect the papers and records of the other party to ensure that the other
patty is complying with the above-mentioned warranty. The Consultant and subconsultant warrant to keep
their respective papers and records open for random inspection during normal business hours by the other
patty. The parties shall cooperate with the City’s random inspections, including granting the inspecting party
entry rights onto their respective properties to perform the random inspections and waiving their respective
rights to keep such papets and records confidential.

No Boycott of Israel. To the extent A-RS § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they ate not currently engaged in, and agree for the duration of the Agreement to not engage in,
a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.

Attestation of PCI Compliance. When applicable, the Consultant will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Consultant with oversight responsibility.

Notices.

12.1 A notice, request or other communication that is required or permitted under this Agreement (each
a "Notice") will be effective only ift

The Notice is in writing; and

b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).
c Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, ift
(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service; ot

(2) As of the next business day after receipt, if received after 5:00 p.m.

7
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d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.

e Digitalized signatures and copies of signatures will have the same effect as original
signatures.

12.2 Representatives.

a. Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:

Brian Wilcox

Entellus, Inc.

3033 North 44% Street, Suite 250
Phoenix Arizona 85018

b. City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale

c/o David Beard

5850 West Glendale Avenue, Suite 315
Glendale, Arizona 85301

With required copy to:

City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301
c Concurrent Notices.
(1) All notices to City's representative must be given concurtently to City Manager
and City Attorney.
(2) A notice will not be deemed to have been received by City's representative until

the time that it has also been received by the City Manager and the City Attorney.

(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.

d. Changes. Consultant or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.

Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-
profit corporation or other entity whose primary purpose is to own or manage the Project.

Entire Agreement; Survival; Counterparts; Signatures.

14.1. Integration. ‘This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties
regarding the Project or this Agreement.

a. Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.
b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.
8

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15.

16.

17.

14.2

14.3

14.4

14.5

14.6

14.7

Term.

15.1

15.2

c Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response or any excerpts attached as Exhibit A, and this Agreement, will be resolved by
the terms and conditions stated in this Agreement.

Interpretation.

a. The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.

b. The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.

c The Agreement will be interpreted in accordance with the laws of the State of Arizona.

Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.

Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

Remedies, All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.

Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.

Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

Renewals. The term of this Agreement commences upon the effective date and continues for a
one (1) year initial period. The City may, at its option and with the approval of the Consultant,
extend the term of this Agreement an additional one (1), renewable on an annual basis. Consultant
will be notified in writing by the City of its intent to extend the Agreement period at least thirty (30)
calendar days prior to the expiration of the original or any renewal Agreement period. Price
adjustments will only be reviewed during the Agreement renewal period and will be a determining
factor for any renewal. There are no automatic renewals of this Agreement.

Extension for Procurement Process. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be
extended on a month-to-month basis for a maximum of six (6) months to allow for the City to
complete its procurement process to select a vendor to provide the services/materials similar to
those provided under this Agreement. The City will notify the Contractor in writing of its intent to
extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any
extension provided under this subsection will continue under the same terms and conditions as in
effect immediately prior to the expiration of the then-current term.

Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.

Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

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Exhibit A Project

Exhibit B Scope of Work
Exhibit C Schedule
Exhibit D Compensation

The patties enter into this Agreement effective as of the date shown above.

City of Glendale,
an Arizona municipal corporation

By: Kevin R. Phelps
Its: City Manager
ATTEST:

Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

Entellus, Inc.,

an “Uh, ,
VA

By: William Linck
Its: President

10
4/29/2021

See attached

EXHIBIT A
Professional Services Agreement

PROJECT

z ©) 3033 N. 44th Street, Suite 250, Phoenix, AZ 85018
(602) 244-2566 engineers@entellus.com
Entellus www.entellus.com

91 CARDINALS DEVELOPMENT
Phase 1 — Preliminary Engineering Services
City of Glendale Project No. 212239
Entellus Project No. 340.074

EXHIBIT A

Project Description

The City of Glendale is looking to design and construct infrastructure for the future development of the site known as the
“91 Cardinals", owned by the City of Glendale. The project site is currently identified as the “Black Lot” and is located on
the southeast corner of Cardinals Way and 95th Avenue.

The City of Glendale in collaboration with Plaza Del Rio Corporation (PDRC) as “Owners Representative”, intends to
create an innovative, vibrant, mixed-use project that will further enhance and spur economic development for the City. The
project is located just east of Loop 101 and south of State Farm Stadium, home to the Arizona Cardinals. The development
of this approximately 64-acre site will add employment, commerce, entertainment, and housing opportunities in this rapidly
expanding hub in the West Valley. Upon completion, the “Vision” for this high energy, synergistic mixed-use environment
could include large footprint Class A office development, along with quality retail amenities, restaurant and entertainment
space, hotels and high-density, multi-family residential developments. The site will also be planned to provide bulk event
parking for State Farm Stadium and the future VAI Resort. The varied uses could be connected by a vehicular spine road.
Individual pad sites will be developed to include pedestrian connectivity throughout the development. The pedestrian
walkways will be enhanced with pedestrian nodes and landscaped plaza spaces that encourage interaction and are
appointed with public art, accent lighting and a featured outdoor plaza which creates a link to the pedestrian underpass at
Cardinal Way that connects this development to the stadium to the north.

An affiliate of the Arizona Cardinals owns approximately 9-acres of the 64-acre site. The portion owned by the affiliate

is located in the northwest corner of the site. The other 55-acres is owned by the City of Glendale and is referred to as

the “Black Lot.” This project will focus on the future development of the Black Lot - “91 Cardinals”. The Black Lot is located
between Cardinals Way and Montebello Avenue and 91st Avenue with 95th Avenue. The Black Lot is currently a paved
parking lot that provides event parking, as established by an agreement between the City of Glendale and the Arizona
Cardinals. The parking lot also includes an extensive storm drain system. The 20 acres of the eastern portion of the Black
Lot is currently unpaved and is not encumbered by the aforementioned parking agreements of record.

The City has engaged PDRC as its “Owner's Representative” to assist the City with the future development of this property.
PDRC has developed a Preliminary Planning Concept. This document is conceptual and aspirational to Glendale’s market
needs and best use of the site. For the purposes of this project, the area will be referred to as the “site.” The scope of work
is being broken into phases to create clearly understood start and stop points. Market conditions and partnership
opportunities may necessitate pauses in the design process to evaluate evolving opportunities. Entellus will use the
Preliminary Planning Concept for the design of infrastructure improvements, meeting City Engineering Standards, required
for the future development of the spine road and utilities to service the development site. The design improvements will
include, but are not limited to pavement, curb, gutter, sidewalk, hardscape, landscape, and City owned utilities.

The first phase of the design scope will be to develop the Preliminary Planning Concept into a 15% Design
Concept Report (DCR). The DCR will include the following:

Preparation of preliminary design concept
Preliminary construction cost estimate
Final design schedule

Exhibits for presentation to Project Team

oe ee

See attached

EXHIBIT B
Professional Services Agreement

SCOPE OF WORK

yy
Ps [G) 3033 N. 44th Street, Suite 250, Phoenix, AZ 85018
(602) 244-2566 engineers@entellus.com

Entellus www.entellus.com

91 CARDINALS DEVELOPMENT

Phase 1 — Preliminary Engineering Services
City of Glendale Project No. 212239
Entellus Project No. 340.074

EXHIBIT B
June 9, 2022

Project Description

The City of Glendale is looking to design and construct infrastructure for the future development of the site known as the
“91 Cardinals’, owned by the City of Glendale. The project site is currently identified as the “Black Lot” and is located on
the southeast corner of Cardinals Way and 95th Avenue.

The City of Glendale in collaboration with Plaza Del Rio Corporation (PDRC) as “Owners Representative’, intends to
create an innovative, vibrant, mixed-use project that will further enhance and spur economic development for the City. The
project is located just east of Loop 101 and south of State Farm Stadium, home to the Arizona Cardinals. The development
of this approximately 64-acre site will add employment, commerce, entertainment, and housing opportunities in this rapidly
expanding hub in the West Valley. Upon completion, the “Vision” for this high energy, synergistic mixed-use environment
could include large footprint Class A office development, along with quality retail amenities, restaurant and entertainment
space, hotels and high-density, multi-family residential developments. The site will also be planned to provide bulk event
parking for State Farm Stadium and the future VAI Resort. The varied uses could be connected by a vehicular spine road.
Individual pad sites will be developed to include pedestrian connectivity throughout the development. The pedestrian
walkways will be enhanced with pedestrian nodes and landscaped plaza spaces that encourage interaction and are
appointed with public art, accent lighting and a featured outdoor plaza which creates a link to the pedestrian underpass at
Cardinal Way that connects this development to the stadium to the north.

An affiliate of the Arizona Cardinals owns approximately 9-acres of the 64-acre site. The portion owned by the affiliate

is located in the northwest corner of the site. The other 55-acres is owned by the City of Glendale and is referred to as

the “Black Lot.” This project will focus on the future development of the Black Lot — “91 Cardinals”. The Black Lot is located
between Cardinals Way and Montebello Avenue and 91st Avenue with 95th Avenue. The Black Lot is currently a paved
parking lot that provides event parking, as established by an agreement between the City of Glendale and the Arizona
Cardinals. The parking lot also includes an extensive storm drain system. The 20 acres of the eastern portion of the Black
Lot is currently unpaved and is not encumbered by the aforementioned parking agreements of record.

The first phase of the design scope will be to develop the Preliminary Planning Concept into a 15% Design
Concept Report (DCR). The DCR will include the following:

Preparation of preliminary design concept
Preliminary construction cost estimate
Final design schedule

Exhibits for presentation to Project Team

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gO 3033 N. 44th Street, Suite 250, Phoenix, AZ 85018
(602) 244-2566 engineers@entellus.com

Entellus www.entellus.com

City Responsibility

The City of Glendale shall assume responsibility for the following:

* — City utility maps, right-of-way quarter section maps, and City topographic maps, if available

+ As-built information of City facilities available within the project limits, including any proposed plans by other
projects in the area

+ Previous geotechnical studies for the project site

+ — Information regarding the parking agreement with the Cardinals

* Title reports and property agreements for the project site

Standards and Procedures

All work will be in accordance with the latest edition of the City of Glendale’s Engineering Design and Construction
Standards and Details, MAG Standard Details and Specifications, and applicable State and Federal standards. All drawings
shall be prepared utilizing AutoCad 2022.

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@ gi 3033 N. 44th Street, Suite 250, Phoenix, AZ 85018
(602) 244-2566 engineers@entellus.com

Entellus www.entellus.com

Anticipated Tasks

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1.2 Monitor Progress and Prepare Status Reports
1.3 Manage Sub-Consultants

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2.3 Field Investigation...

3 Design Concept Report and 15% Design
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3.4 Sewer Memorandum
3.5 Engineer’s Opinion of Construction Cost ..
3.6 Design Concept Report
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43 Potholing
4.4 Public Outreach.
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(2) 3033 N. 44th Street, Suite 250, Phoenix, AZ 85018
(602) 244-2566 engineers@entellus.com

Entellus ; www.entellus.com

Anticipated Tasks

Project Management

11 Project Meetings

Entellus will coordinate this project with City staff, in particular the project manager from the City’s Engineering
Division and the Owner’s Representative, PRDC. Coordination meetings will be held as necessary between
Entellus and City staff. Interim communications will be maintained via telephone, virtual meetings, or e-mail
transmission. It is anticipated that there will be the following meetings with City staff:

+ Project Kickoff Meeting (1)
+ Progress Review Meetings (5)

Preparing the DCR shall lead to recommended solutions. The Consultant shall present this information to the
Project Team and others, as necessary, for review, comment, and approval. it is anticipated that this information
may be presented to City management and City Council. For purposes of this proposal, it is anticipated that there
will be two (2) additional meetings to present concepts to City management and City Council.

General project administrative tasks and coordination are included in this task budget for the duration of the project.
These activities include but are not limited to the following: interim communication via telephone, email or
teleconferences, invoicing, and general correspondence. It is anticipated that this project will be fast paced, thus
greater coordination and communication with the City is anticipated aside from meetings. It is assumed that
Entellus’ project manager will spend six (6) hours a month on this task for this phase of the project.

Coordination with other projects and property owners may be required, although no specific meetings with others
are anticipated. No coordination meetings with utility companies are anticipated as part of this phase of the project.

Assumptions:
+ — City will confirm proposed City attendees at meetings
+ Meetings wiil be held at City facilities or nearby facilities. The Engineer's office is also available to host the
meetings as needed. For the purposes of this proposal, it is assumed that these meetings will be held in
person, although Microsoft Teams (Teams) or other virtual meeting platform may also be used.
+ — Itis assumed that for each meeting the Engineer will need to prepare for the meeting with agendas/exhibits
and provide minutes of information presented at the meeting.

12 Monitor Progress and Prepare Status Reports

Entellus shall prepare and maintain an overall project schedule after meeting with the City Project Team. The
schedule shall include time for submittal and review by the City’s Development Services Department. Entellus
shall update the schedule monthly to keep it current showing comparison with the Baseline/Target schedule. The
schedule will show the proposed construction schedule; however, the construction schedule will be the
responsibility of the Contractor.

Entellus shall submit monthly invoices and status reports. The invoices will be consistent with the project tasks,
project schedule, and fee proposal. The invoice will identify the contract number and include the amount for each
work task. The total invoice submitted shall be less than or equal to the task percent complete with the associated
cost. The invoice will show the amounts previously billed, the amount due for the current period and remaining
balance. A monthly progress report will be submitted to the City's Project Manager with the monthly invoice.

Q 3033 N. 44th Street, Suite 250, Phoenix, AZ 85018
(602) 244-2566 engineers@entellus.com

Entellus www.entellus.com

13 Manage Sub-Consultants

Entellus shall assemble, integrate and manage subconsultants with technical expertise required for the Project.
Entellus shall coordinate subconsultant activities, manage information, transfer data, and coordinate deliverables.
Entellus shall review subconsultant deliverables for clarity, consistency and integration with Project design
elements; however, each subconsultant shall be responsible for their design, quality assurance and quality control
of their deliverables.

Data Collection and Research

21 Topographic Assessment

Entellus will obtain topographic surveying of the project site. Survey cross sections will be obtained every 50 feet
across the site (parking lot and undeveloped areas) and will include pavement, pedestrian underpass, top and
bottom of ditches / basins and any other hardscape found in the area, such as existing power poles, street lights,
driveways, signs, traffic signals, water valves, manhole rims, catch basins, culverts, fire hydrants, trees, culvert
headwalls, etc. Additionally, Entellus will obtain 50-foot cross sections and topographic features of the perimeter
roads (95th Avenue, Cardinals Way, 91st Avenue and Montebello Avenue).

Entellus will collect invert information for any sanitary sewer and storm drain manholes as well as any water valve
nuts in this area. This task will include dipping of the existing sanitary sewer and storm drain manholes within the
project limits, providing the existing inverts and direction for each of the manholes identified. This will provide
greater understanding of the underground waterline, sanitary sewer, and storm drain system in the area, not only
reducing the number of potholes, but also facilitating the design of the water main, sewer main, and storm drain.

This task will include the following:

Project control survey

Topographic survey

Existing catch basin inverts / manhole inverts / water valve nuts (assume 20)
Centerlines & right-of-way generation

22 Existing Mapping / Bluestake

Entellus shall contact Bluestake and obtain a list of existing utilities that are within the project limits. Entellus will
teach out to each one of those utility companies with infrastructure in the project area to obtain their mapping and
confirm there are no other new utilities or facilities that may affect this project. Entellus will review this information
and will utilize it along with the survey data to prepare the CAD basemap, which will be the basis for the
development of concept plans.

23 Field Investigation

Entelius shall conduct one (1) site visit to review the topographic survey data, assess general conditions of the
project area, and review drainage and utility features. As part of this investigation, Entellus shall evaluate the
existing concrete flatwork (sidewalks, driveways, ramps, etc.) on site that are anticipated to remain in place for
ADA compliance. Any substandard items shall be identified for replacement / upgrade as part of this project.

& g 3033 N. 44th Street, Suite 250, Phoenix, AZ 85018
(602) 244-2566 engineers@entellus.com
Entellus www.entellus.com

Design Concept Report and 15% Design
3.1 Geometrics and Utilities Layout

Entellus will prepare a conceptual layout of the spine road (Glendale Collector Section C-4) and wet utility
alignments utilizing the Preliminary Planning Concept developed by PDRC. The layouts will be developed on the
base map prepared as described in Section 2 and include any proposed right-of-way and easements. Entellus will
update the conceptual layouts through an iterative process following discussions and reviews by the City and
PRDC.

3.2 Drainage Memorandum

Entellus shall prepare a drainage memorandum that describes the existing drainage conditions and the final
drainage conditions after the proposed improvements are implemented. Additionally, Entellus will attempt to
identify the ultimate development conditions to determine the ultimate site retention requirements to minimize any
infrastructure that won't be used at full development. Entellus will review the size of the existing drainage
infrastructure relative to the anticipated flows and make recommendations for improvements as needed. Entellus
to investigate alternatives to the proposed drainage solution of converting the existing retention basins or portions
of the existing retention basins to underground storage to allow for new parking spaces. The memorandum may
include data collection, survey, supporting calculations, and exhibits / photographs. Drainage / retention
calculations shall be prepared along with conceptual layouts to determine an overall drainage concept. The Final
Project Drainage Memorandum will be sealed /signed and included in the DCR.

3.3 Water Memorandum

Per discussions with the City, the water infrastructure sizing and demand will be confirmed by the City's on-call
modeler. Entellus will prepare preliminary alignments and include in the 15% Concept as described in Section 3.1.
The future developer will be required to submit a site-specific Water Report.

3.4 Sewer Memorandum

Per discussions with the City, sewer capacity analysis is not included. The City will confirm adequate sewer
capacity of existing sewer in 91% Avenue, 95" Avenue and Cardinals Way. Entellus will prepare preliminary
alignments and include in the 15% Concept as described in Section 3.1. The future developer will be required to
submit a site-specific Sewer Report.

35 Engineer's Opinion of Construction Cost

Entellus shall prepare opinions of probable construction costs for the project. Unit costs will be developed based
on recent bid tab data, material pricing provided by suppliers, and standardized unit price estimate literature.
Entellus will provide construction estimates to assist in developing a final conceptual layout. A final opinion of
construction cost will be included in the DCR. The City and Engineer acknowledge that opinions of cost are based
on market data available at the time of preparation and do not constitute a guarantee of the construction cost of
the proposed improvements.

3.6 Design Concept Report

Entellus will prepare and finalize a Design Concept Report documenting the final conceptual layout of the
improvements. The Report will describe the existing and proposed improvements and include a discussion of
considerations and any specific project challenges. The report will include:

+ Existing Conditions Summary

+ Proposed Alignment Summary and Strip Maps / Exhibits
+ Drainage Memorandum and Alternative Analysis

+ Proposed Water and Sewer Design

DB [7 3033 N. 44th Street, Suite 250, Phoenix, AZ 85018
(602) 244-2566 engineers@entellus.com
Entellus www.entellus.com

+ — Existing Utility Information and Potential Relocations
+ Budget / Cost Estimates
+ Recommendations for Final Design

Entellus will prepare 15% design plans for the recommended concept to be included in the DCR. It is anticipated
that these plans will include the following:

* Paving Plan and Profiles (8 sheets)

+ | Water and Sewer Plan and Profiles (8 sheets)
+ Lighting Layout / Plan — by Burgess & Niple

+ Landscape Site Plan — by iN2iT Studio

It is anticipated that Entellus will provide the City with an electronic copy and three (3) hard copies of the DCR.

Allowances

41 Traffic and Streetlight Engineering Services

Burgess & Niple will provide traffic and streetlight engineering services for the conceptual design of the site. Please
refer to the attached scope of work from Burgess & Niple for a more detailed breakdown of their scope on this
project.

42 Landscape Design Services

iN2iT Studio will provide a conceptual landscape site plan which identifies a proposed landscape palette and
planting. The site plan will identify amenity opportunities, gathering spaces, and pedestrian circulation. Please
refer to the attached scope of work from iN2iT Studio for a more detailed breakdown of their scope on this project.

43 Potholing

RT Underground will conduct exploratory potholes of existing utilities as identified by Entellus and the City. A total
of 10 potholes were budgeted for in the preparation of this scope. Entellus will submit a pothole plan and obtain
City approval prior to utility potholing.

44 Public Outreach

Entellus will support the City with public outreach on this project. The exact services are unknown at this time but
may include attendance at meetings, preparation of exhibits / flyers, and providing refreshments. An allowance of
$5,000 is included for these services.

45 Drainage Design

An allowance of $10,000 is included for drainage design services beyond those identified in this scope of work. At
the City’s direction, this allowance shall be utilized to advance the drainage design past concept stage. This may
include but is not limited to: drainage plan sheets, storm drain plan and profile sheets, independent cost estimating,
and coordination with the Cardinals regarding the parking agreement. This allowance will not be utilized without
written approval by the City.

46 Additional Engineering Services

An allowance of $50,000 is included for additional engineering services beyond those identified in this scope of
work. This allowance may also be utilized to advance the design following approval of the conceptual layouts by
City management and City Council prior to having a final design contract. This allowance will not be utilized without
written approval by the City.