Agreement

City of Glendale — Regular Meeting (2022-11-22)

Extracted text (via ocr_local) 50781 characters

PROFESSIONAL SERVICES AGREEMENT
Glenn Drive Storm Drain Study
59th to 522d Avenues

This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE,
an Arizona municipal corporation ("City") and Gavan & Barker, Inc., an Arizona corporation, ("Consultant") as of
the day of 2022 (“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”);
on 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.

(1) 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.

(a) Consultant may engage specific technical contractors (each a "Subcontractor") to
furnish certain service 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 necessary for the lawful furnishing of Services
("Approvals"); and

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

(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debatments, 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").

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.

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.

Ownership. Upon receipt of payment for Services furnished, Consultant grants to City,
and will cause its Subconsultants or Subcontractors to gtant to the City, the exclusive
ownership of and all copyrights, if any, to evaluations, reports, drawings, specifications,
project manuals, surveys, estimates, reviews, minutes, all "architectural worl "as defined in
the United States Copyright Act, 17 U.S.C § 101, é¢ 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.

Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.

City Use.
() 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.

Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $150,456.00 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.

4.1

4.2

4.3

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

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.

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
ptiority 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.

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 cat mileage, subject to the following:

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;

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

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

5.2

5.3

Applications.

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.

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

Payment.

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

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.

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 incurted, 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 ptoperty 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:

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
or the general aggregate limit shall be twice the required occurrence limit.

Automobile Liability: Insutance 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.

Professional Liability. Consultant must maintain a Professional Liability insurance
covering errors and omissions arising out of the work or services performed by Consultant,
ot 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.

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 (i.e. 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, errors ot 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
Agteement, 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,
or be endorsed to contain the following insurance provisions:

The City, its officers, officials, employees and volunteers ate 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 arise, but is not limited to, liability for materials, parts
ot equipment furnished in connection with any tasks, or work performed by Consultant or
on its behalf and fot 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
revisions 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 required 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 insuret 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 apptoval 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
or 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.RS. § 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 theit respective properties to perform the random inspections and waiving their respective
rights to keep such papers and records confidential.

No Boycott of Israel. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of 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 if:

a. 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, if

(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Patty in this Agreement by U.S. Mail, hand delivery, or overnight courier
service; of

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

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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:

Mark Gavan

Gaban & Barker, Inc.

3030 North Central Avenue, Suite 700
Phoenix, Arizona 85012

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 Abdul Rashid

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 concurrently 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.
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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 mote 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) year, 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
petiod. 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-curtent 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
Exhibit B
Exhibit C
Exhibit D

Project

Scope of Work
Schedule
Compensation

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

ATTEST:

City of Glendale,
an Arizona municipal corporation

By: Kevin R. Phelps
Its: City Manager

Julie K. Bower
City Clerk

(SEAL)

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

Gavan & Barker, Inc.,
an Arizona corporation

Moff Haase _—

By: Mark T. Gavan, P.E., R.LS.
Its: Project Managet

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See attached

EXHIBIT A
Professional Services Agreement

PROJECT

EXHIBIT A
Professional Services Agreement

Glenn Drive Storm Drain Study
59% Avenue to 52™ Avenue
Project No.

DESCRIPTION OF PROJECT:

This project is a study to refine the concept design and cost estimate for a new storm drain in Glenn Drive
that will extend from the existing 108-inch ADOT storm drain in 59" Avenue and run east to 52™ Avenue.
Glenn Drive is located on the upstream end of downtown Glendale, one block north of Glendale Avenue.
Under existing conditions, the downtown area including City Hall is susceptible to flooding from runoff
that that flows from the north over Glenn Drive.

The proposed Glenn Drive storm drain is one of the recommended drainage improvement elements

contained in the “Glendale Area Stormwater Management Plan — Final Recommended Plan Report”

prepared by Kimley-Hom and Associates Inc. in 2011. The Recommended Plan calls for a 78-inch storm
drain to be constructed between 59" and 52™ Avenues at an estimated cost of $4.3 million. The plan was
based on the updated Glendale Area Stormwater Management Plan which was developed using a HEC-1
model of the 10-year storm. With this new study, a two-dimensional FLO-2D model will be prepared to
better predict the 10-year flows reaching Glenn Drive. The FLO-2D model will incorporate the entire
upstream watershed area that contributes flow to downtown Glendale and will incorporate the existing
drainage infrastructure (i.e. storm drains, basins, etc.) that lie upstream of Glenn Drive. It is anticipated
that utilizing the FLO-2D model for the design of the storm drain will result in lower design flows with a
corresponding reduction in pipe size. Moreover, the FLO-2D model will allow us to better predict the

upstream drainage patterns and inflow locations.

In addition to updating the hydrologic and hydraulic modeling, this study will include a preliminary design
for the proposed storm drain, including plan and profile drawings, location and approximate sizing of the
storm drain inlets, and quantity/cost estimates. From inspection of existing utilities, it appears that it will
be challenging to install the storm drain in Glenn Drive. Therefore, the study will also include an evaluation

of alternative storm drain alignments.

See attached

EXHIBIT B
Professional Services Agreement

SCOPE OF WORK

EXHIBIT B
Professional Services Agreement
CITY OF GLENDALE
Glenn Drive Storm Drain Study
59° Avenue to 52" Avenue

Project No.

SCOPE OF WORK

The following is the scope of work for this project:

A. General project administration services may include:

Coordinating with the City Project Team during the design of the project.

Attending virtual project meetings as necessary to maintain the project budget and schedule; chairing periodic regular virtual
meetings and any additional meetings as requested by the City; setting agendas, setting up virtual meeting and preparing and
distributing meeting minutes. Meetings under basic services may include:

a) Virtual meetings with City staff and management.
b) Field visits with City staff.
c) Meetings with oversight committees (i.e. City Management, City Council, Planning, etc.).

Coordinating with private, public and City utilities (i.e., Information Technology Department, Water Services Department)
regarding standard technology and utility issues and incorporating pertinent information in the study.

Preparing and maintaining a project schedule after meeting with the designated City project manager (referred to as “Project
Manager”) to determine appropriate submittal deadlines and to coordinate project submissions.

Submitting a written monthly Design and Progress Report to the City during the entire period of design.

Submitting a written monthly progress report to the City and Project Team during the entire period of the project. Also, the
Consultant will be required to submit a monthly project schedule update and status report, as well as a quarterly project cash
flow schedule for both design and construction phases. This information will be submitted to City Engineering Administration
for the entire period of the project, through both design and construction.

Project Schedule: The Consultant shall prepare a significant event calendar within fourteen (14) days of the Notice to Proceed
(NTP). The initial schedule should show the original start date with initial completion date as a reference. One copy of the
original overall schedule with original timeline and data dates shall be submitted at the project kick-off meeting. Additionally,
minimum general time frames for project milestones shall be provided. The Consultant shall update the schedule monthly to
keep it current showing comparison with the Baseline/Target schedule. The updated schedule report shall be submitted with
the monthly invoice.

Invoices: The Consultant shall submit a projection of monthly project billings with the fee proposal. The projected billing will
be consistent with the project tasks, the project schedule, and the fee proposal, The City will provide the format for invoices.
Projected invoices, with progress and status reports will be delivered to the City’s Project Manager no later than the 25 day
of the month. The invoices will be consistent with the project tasks, project schedule, fee proposal, and projected billings. The
invoice will identify the contract number and include the amount of each work task and man-hour level of effort and consultant
service identified in the approved fee proposal. The percent complete shall be determined the project schedule, tasks, and fee
proposal per tasks. The total invoice submitted shall be less than or equal to the report that details the task percent complete
with the associated cost. The invoice will show the amounts previously billed, the amount due for the current period, the
project balance and the percent complete per tasks.

EXHIBIT B
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The Consultant shall submit one hard copy invoice to the City Project Manager, City of Glendale Engineering Department,
5850 West Glendale Avenue, Glendale, Arizona 85301.

Cash Flow: The cash flow schedule will provide information to the City regarding future funds needed to complete the project.
It is the responsibility of the Consultant to submit the project life cycle cash flow spreadsheet on a quarterly basis. Non-
response to this requirement could delay payments to the Consultant. The Consultant will have life cycle design and
construction administration responsibility for the project.

The Consultant will collect or estimate the cash flow information from all the parties involved in the project (e.g., design
consultants, engineers, construction contractors, etc.) and will combine this information using the Excel four (4) page
workbook provided to the Consultant by the city. The Consultant will need to obtain the cash flow information from the
Contractor and coordinate this information into the overall cash flow information. The Consultant will complete the applicable
four (4)-page worksheet and send it electronically to Gloria Olaya (golaya@glendaleaz.com) with the Engineering
Department. To request an electronic form, address requests to the above. To request by telephone, call 623-930-3630.

Task 1 — Glenn Drive Storm Drain Study

This task is to conduct a study to refine the design for the proposed Glenn Drive storm drain. The study will include development
of a FLO-2D rainfall-runoff model to better predict the flood flows and development of preliminary plans for the proposed storm
drain. It will also include an assessment of alternative alignments for the proposed storm drain. The following are the individual
tasks associated with Task 1.

Data Collection — The Consultant will collect and review pertinent data from the City of Glendale, the Flood Control District
of Maricopa County, ADOT and others. Data to be collected will include as-built plans, utility maps, existing storm drain
maps, quarter section maps, water and sewer maps, rainfall data, topographic maps, existing drainage reports, and other
pertinent information. A summary of data collected will be included in the preliminary storm drain report.

FLO-2D/SWMM Model Development - A new two-dimensional FLO-2D/SWMM hydrologic model will be prepared to
develop the design flows for the proposed Glenn Drive storm drain between 59" Avenue and 52™ Avenue. The Kimley-Horn
recommended plan is based on a city-wide HEC-1 model that would not be suitable for the design of the proposed storm drain.
Instead, a new FLO-2D/SWMM model will be prepared to encompass the entire upstream contributing drainage area by
modeling the area bound by 61* Avenue to the west, Mountain View Road to the north and 35" Avenue to the east. In order
to properly define the downstream tailwater in the existing 108-inch ADOT storm drain in 59° Avenue, the proposed FLO-
2D model will extend south to Maryland Avenue in order to encompass the entire contributing drainage area to the existing
storm drain. Therefore, the total FLO-2D model area is approximately 9.5 square miles. The model will be prepared as follows:

a. Grid Size — The grid size for the two-dimensional model shall be 20 feet. From previous experience on urban modeling
this was found to provide an acceptable level of detail while also keeping the number of grids to a manageable 670,000
grids.

b. Average Grid Elevation — The topographic mapping that will be used for this model will be obtained from the United
States Geologic Survey (USGS). The USGS in collaboration with Maricopa and Pinal County have developed 1-foot pixel
resolution bare earth LiDAR data for the majority of the Phoenix Metro Area. Utilizing this readily available DEM data
(https://prd-tnm.s3.amazonaws.com/LidarExplorer/index.html#/__[prd-tnm.s3.amazonaws.com]), the average grid
elevations will be calculated utilizing the FLO-2D QGIS plug-in tool.

c. Rainfall Both the 10-year and 100-year, 6-hour storm events will be modeled with the FLO-2D model. The NOAA Atlas
14 rainfall values will be used and the Flood Control District of Maricopa County “Pattern 1” distribution will be
incorpoarted for the 6-hour storm events.

d. Rainfall Losses — The Green & Ampt (G&A) loss method will be applied within the INFIL.DAT input file. The FLO-2D
QGIS plug-in tool will be used to compute the spatially varied G&A input parameters. The soil input parameters will be
based on the NRCS Soil Survey that will be obtained from the Flood Control District of Maricopa County, while the land
use input parameters will be based on the Land Surface Feature Characterization shapefile.

e. Land Surface Feature Characterization (LSFC)— The LSFC shapefile is a major component of the data input files for the
FLO-2D model in that it is used to determine the land-use covers for the INFIL.DAT file as well as the roughness
coefficients in the MANNINGS_N.DAT file. The LSFC has already been developed for the area east of 55" Avenue as

EXHIBIT B
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part of the FLO-2D modeling effort that Stantec is developing for the Bethany Home Road and 51* Avenue Drainage
Improvements. The remaining 2 square miles, between 61°/55" Avenue and Grand Avenue/Mountain View Road will be
digitized by Gavan & Barker utilizing the Flood Control District of Maricopa County specifications for the establishment
of the LSFC file. However, it will be assumed that the permeable surfaces will either be identified as bare ground or low
level urban vegetation in order to simplify the development of the land characterization data.

Spatially Varied n-Values (MANNINGS_N.DAT) — The FLO-2D QGIS plug-in tool will be used to assign the average
surfaced roughness parameter (Manning’s n-value) to each model grid cell based on the land cover type in the LSFC.

Obstructions to Storage (ARF.DAT) — The obstructions to storage will be defined as area reduction factors (ARF) in the
ARE.DAT file. The FLO-2D QGIS plug-in tool will be used to assign the area reduction factors based on the roof print
layer that will be obtained from the Flood Control District of Maricopa County.

Obstructions to Flow (LEVEE.DAT) ~ The obstructions to flow, which represent impediments to surface flow conveyance
created by walls, will be defined in the LEVEE.DAT file. Only walls that have a significant impact on the flow distribution
will be included in the analysis. The FLO-2D QGIS plug-in tool will be used to generate the LEVEE.DAT with the crest
elevation estimated by adding 6-feet (approximate height of a residential block wall) to the underlying ground DEM.

Culverts/Hydraulic Structures (HYSTRUC.DAT) — All culverts, 36 inches in diameter or larger will be included in the
model. Culverts whose diameter is between 24- and 36-inches may be included in the model if their conveyance represents
a significant factor in determining the flow reaching Glenn Drive. Culverts that are added will be modeled with the FLO-
2D generalized culvert equation.

Storm Drain Data (SWMM.inp, SWMMFLO.DAT & SWMMOUTF.DAT) — A SWMM ready GIS database of the existing
storm drains will be created from the City of Glendale storm drain geodatabase, as-built plans and field measurements.
This will include the existing storm drains listed below. The data will include the storm drains and sizes, the manholes
and invert elevations at manholes, the inlets including type and size, and the connector pipes. These storm drains will then
be modeled using the SWMM storm drain feature in FLO-2D with inflows dynamically applied through existing inlets.
The inflow peak discharge calculated by FLO-2D for each inlet shall be reviewed for reasonableness. Adjustments will
be made to the grid elevation assignments and/or the n-value assignments to achieve reasonable inflow hydrographs for
each of the storm drain inlets. The FLO-2D QGIS plug-in tool will be used to convert the GIS database into the SWMM
input files. At a minimum the following storm drains in the contributing watershed area will be added to the FLO-2D
model:
i,Grand Avenue Storm Drain — Maryland Avenue to 61% Avenue
iiGlendale Avenue Storm Drain — 51“ Avenue to Grand Avenue
iii. Orangewood/59% Avenue Storm Drain — Northern Avenue to Orangewood Avenue to 61** Avenue
iv.Northern Avenue Storm Drain ~ 47" Avenue to 61" Avenue
v.Peoria Avenue Storm Drain - 47" Avenue to 61* Avenue
vi.43™ Avenue Storm Drian — Arizona Canal to Maryland Avenue
vii.47" Avenue Storm Drian — Orangewood Avenue to Maryland Avenue
viii.49"" Avenue Storm Drain — Glendale Avenue to Maryland Avenue

Hydraulic Analysis Check - In conjunction with the FLO-2D modeling, standalone hydraulic calculations will be prepared
to determine the capacity of select channels and streets. The analysis will ensure that runoff intended to flow into the
detention basins is accurately depicted in the FLO-2D models. The purpose of this analysis is for general FLO-2D model
verification. This analysis is not intended to be comprehensive, but simply a check of FLO-2D results. Hydraulic analyses
shall be limited to normal depth calculations for open channels and streets.

Numerical Stability - Inappropriate n-value assignments and/or grid elevation assignments may result in extreme numbers
of time step decrements due to numerical instability within the FLO-2D model. This can result in unreasonably high
velocities causing unreasonably high maximum discharges and long model run times. The FLO-2D model will be reviewed
and appropriate adjustments will be made to eliminate the unreasonably high maximum discharges/velocities.

. Floodplain Cross Sections (FPXSEC.DAT) ~ Floodplain cross section locations will be added throughout the upstream
watershed at major flow concentrations. However, the primary use of floodplain cross section locations will immediately
upstream of proposed inlet locations along Glenn Drive. The peak discharges from the cross sections will be used to
approximate the size of the new storm drain inlets.

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e Field Visits/Measurements — The Consultant will conduct site visits to obtain all needed photographs, verify FLO-2D
drainage patterns and collect field data on existing drainage infrastructure.

¢ Assess Alternative Storm Drain Alignments — The storm drain plan and profile drawings in the Glendale Area Stormwater
Management Plan Preliminary indicate that there are sanitary sewer conflicts in the proposed Glenn Drive alignment.
Therefore, the study will include an assessment of alternative alignments in Palmaire Drive and/or Myrtle Avenue to determine
if there are alternative alignments that would involve less disruption to the existing utilities. The analysis will include exhibits
of each alternative alignment in order to document the recommended alignment.

¢ Preliminary Storm Drain Plan and Profile Drawings — Plan and profile drawings of the proposed storm drain will be prepared
for the recommend alignment. These drawings will include existing utilities, existing ROW, floodwater inflows derived from
the FLO-2D model, the proposed storm drain alignment, pipe sizes, pipe profile, manhole locations, approximate location and
sizes of storm drain inlets and itemization of removals and new construction required to install the proposed storm drain. The
proposed storm drain will also be incorporated in the FLO-2D model to document its impact on surface runoff, including the
reduction in the flood flows that reach the area of downtown Glendale.

¢ Budgetary Cost Estimate — An itemized budgetary cost estimate will be prepared for the proposed storm drain using recent
bid results from other projects in the Phoenix Metro area.

e Report — The Consultant will prepare a report for the proposed Glenn Drive storm drain that includes a discussion of the data
collection effort, ESGS LiDAR mapping, FLO-2D hydrologic/ hydraulic analysis, supporting calculations, alternative storm
drain alignments, cost estimates, and exhibits/photographs. Report exhibits will include 1) FLO-2D output maps of Peak
Discharge and Maximum Flow Depths, 2) Exhibits of each alternative alignment considered, 3) plan and profile drawings of
the proposed storm drain, and 4) enlarged exhibits of the downtown area showing peak discharge and flow depths with and
without the proposed storm drain. The City will review and comment on the preliminary report. The Consultant will address
the comments by revising the report, as necessary, and providing a final report.

e SUBMITTALS

Preliminary Submittal — A preliminary report will be submitted to the City for review. The preliminary submittal will be
made electronically in PDF format.

Final Submittal — Upon approval of the preliminary report, a final drainage report will be submitted which will include any
revisions requested by the City. The final submittal will also be submitted electronically in PDF format.

C. Task 2 — Allowance for Extra Work:
This allowance is for extra work, as determined by the City, to provide additional studies and/or carry out additional work on the
storm drain study. The Consultant shall not use any portion of this allowance without prior authorization from the City.

D. Task 3 — Allowance for Final Design:
This allowance is for the final design of the downstream portion of the storm drain which is needed to provide an outfall for the
existing stormwater pump system that serves the City’s municipal complex on the south side of Glenn Drive. If an alternative
alignment is chosen for the ultimate storm drain, this design allowance will be used to design a smaller diameter storm drain in
Glenn Drive that will serve as an outfall for the pump system. The Consultant shall not use any portion of this allowance without
prior authorization from the City.

EXHIBIT B
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See attached

EXHIBIT C
Professional Services Agreement

SCHEDULE

EXHIBIT C
Professional Services Agreement
CITY OF GLENDALE
Glenn Drive Storm Drain Study
59" Avenue to 52"! Avenue

Project No.
PROJECT SCHEDULE
(Calendar Days)

Activity Duration
Design Completion

Data Collection and Topo Mapping 14
FLO-2D/SWMM Model Development 120
Assess Alternative SD Alignments 21
Preliminary Storm Drain Plans 28
Preliminary Drainage Report 35
City Review 28
Final Drainage Report 21
Total Design Time 267

EXHIBIT D
Professional Services Agreement

COMPENSATION

METHOD AND AMOUNT OF COMPENSATION
Time and Materials not to exceed
NOT-TO-EXCEED AMOUNT

The total amount of compensation paid to Consultant for full completion of all work required by the Project during
the entire term of the Project must not exceed $150,456.

DETAILED PROJECT COMPENSATION

See attached.