PSA with Policy Confluence DBA Polco

City of Glendale — Regular Meeting (2024-06-25)

Extracted text (via ocr_local) 39413 characters

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

PROFESSIONAL SERVICES AGREEMENT

(Not Construction Related)

This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE,
an Arizona municipal corporation (‘City") and Policy Confluence, Inc, DBA Polco, Delawate Company, authorized
to do business in the State of Arizona, ("Consultant") as of the day of 2024
(“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”);

C. 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 desite to memorialize their agreement with this document.
AGREEMENT

The parties hereby agree as follows:

1. Key Personnel; Other Consultants and Subcontractors.

1.1

1.2

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.

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.

1
10/05/2023

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

(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. Consultant shall not engage any subcontractor for the work or services to
be performed under this Agreement.

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

3. Consultant’s Work.

3.1

3.2

3.3

3.4

Standard. Consultant must perform Services in accordance with the standards of due diligence,
care, 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 currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services (“Approvals"); and

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

(1) City 1s 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
any other professionals retained by City on the Project ("Coordinating Project
Professionals").

Subject to any limitations expressly stated in the Project Budget, Consultant will meet to
review the Project, Schedule, Project Budget, 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.

2
10/05/2023

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

3.5

Work Product.

Ownership. Upon receipt of payment for Services furnished, Consultant grants to City
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, ef seg., 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 "hatd 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.
(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.

4. Compensation for the Project.

Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $$130,600.00 as specifically detailed in Exhibit D
("Compensation").

4.2

The Compensation may be equitably adjusted if the originally

contemplated Scope as outlined in the Project is significantly modified.

Adjustments to Compensation require a written amendment to this Agreement and may
require 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
priority and govern the conduct of the parties.

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, courtier and overnight delivery costs incurred with Federal Express or similar carriers,
travel and car 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

10/05/2023

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

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.

5. 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

2 Unconditional waivers and releases on final payment from all Subconsultants 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.

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

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.

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 provisions of Sec. 5.

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.

10/05/2023

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

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 petsons 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
or 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 petformed by Consultant, or
anyone employed by Consultant, or anyone for whose acts, mistakes, errors and omissions
Consultant is legally liability, with a liability insurance limit of $2,000,000 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.

8.2 Indemnification.

a. 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, errors or omissions (including any Subconsultant or
Subcontractor or other person or firm employed by Consultant), whether sustained before
or after completion of the Project.

b. 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.

c 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.

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

10/05/2023

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

8.4

8.5

8.6

8.7

8.8

a. 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 arise, 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.

b. 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.

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

. 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 acquite from Consultant by virtue of the payment of any loss. Consultant agrees
to obtain any endorsement that may be necessary to affect 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).

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.

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

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 citcumstances unique to the Consultant, the Project or the insurer.

9. E-verify, Records and Audits. To the extent applicable under A-R.S. § 41-4401, the Consultant warrants
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

6
10/05/2023

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

10.

iL.

other party 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 party. 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 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.

Uyghur Forced Labot Prevention Act (UFLPA). Consultant certifies that it does not currently, and
during the term of this Agreement, will not use:

the forced labor of ethnic Uyghurs in the People’s Republic of China;

b. any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; and
c. any contractors, subcontractors or suppliers that use the forced labor or any goods or

services produced by the forced labor of ethnic Uyghuts in the People’s Republic of China.

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.

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

The Notice is in writing; and
b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
tegistered 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 Party in this Agreement by U.S. Mail, hand delivery, or overnight courier

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

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.

13.2 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:

Nick Mastronardi

Policy Confluence, Inc., DBA Polco
1241 John Q. Hammonds Dr #203
Madison, WI 53717

10/05/2023

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

14.

15.

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 Jenny Durda

5850 W Glendale Ave
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

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.

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.

15.1

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

Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.

Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

The solicitation, any addendums and the response submitted by the Contractor are
incorporated into this Agreement as if attached hereto. Any Contractor response modifies
the original solicitation as stated. Inconsistencies between the solicitation, any addendums
and 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.

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

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.

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

10/05/2023

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

16.

17.

18.

19.

15.3

15.4

15.5

15.6

15.7

Term.

16.1

16.2

Survival Except as specifically provided otherwise in this Agreement, cach 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 ot 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.

Extensions. The term of this Agreement commences upon the effective date and continues for a
four 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 years, 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 extension period. Price adjustments will only be
reviewed prior to the City exercising its extension and may be a determining factor for any
extension. There are no automatic extensions or 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.

Cooperative Use of Contract. This agreement may be extended for use by other governmental agencies
and political subdivisions of the State. Any such usage by other entities must be in accord with the
ordinances, charter, rules and regulations of the respective entity and the approval of the Contractor and

City.

For a list of SAVE — members, click on the following link:

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

Exhibit A Project
Exhibit B Scope of Work
Exhibit C Schedule
Exhibit D Compensation

(Signatures appear on the following page.)

9
10/05/2023

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

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

ATTEST:

Julie K. Bower
City Clerk

APPROVED AS TO FORM:

(SEAL)

Michael D, Bailey
City Attorney

City of Glendale,
an Arizona municipal corporation

By: Kevin Phelps
Its:

Policy Confluence, Inc. DBA Polco,
Delaware Company

By: Nick Mastronardi
Its: CEO

10/05/2023

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

EXHIBIT A
Professional Services Agreement

PROJECT

The City Manager's Office, in conjunction with the Department of Organizational Performance, would like to use
the services of Policy Confluence, Inc., DBA, NRC of Wisconsin & National Research Center, Inc and Polco to
administer a custom resident assessment in 2024, a National Community Survey in 2025, and custom resident
assessment in 2026 and a National Community Survey in 2027.

The National Community Survey (NCS) was developed by Polco in partnership with the International City/County
Managers Association (ICMA) and is considred to be the "gold standard" in community assessments. The NCS is a
benchmarking survey which will provide the city with the change over time picture of livability, and resident
perspectives about the city's services, policies, and management. Comparing the information with our 2023 survey
and to each successive survey will help us understand the direction we are going and the impact our resident facing
services and programs are providing. The NCS is used by over 500 communities nationwide, which allows the city
to use the data provided by the survey to compare to other cities and towns across the country including several
cities within Arizona.

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

EXHIBIT B
Professional Services Agreement

SCOPE OF WORK

Polco Custom Assessment - 5 Page Equivalent Survey - 2024

© Polco's researchers will guide the development of up to a 3-page survey through an iterative process
with 3 meetings and homework on each side to refine information needs and priorities (client) and
develop appropriate survey questions to meet those needs (researchers-Polco)

@ Mailed outreach to 5,000 - 6,000 Households depending on outreach methodology. Two mailed
components per household utilizing either.One initial postcard invitation and one full paper survey
packet mailed to every household in the sample or a second postcard invitation.

® During the last 2 weeks of data collection an Open Participation Survey will be open for all residents to
participate. The customer will be responsible for advertising the Open Participation Survey. This data set
will be kept separate from the scientific portion of the survey.

® Survey Data Collection Window of 6 weeks depending on the City’s timeline and desired number of
responses.

® Polco will provide results specific to distinct demographic and geographic dimensions. At the minimum,
demographic dimensions will include age, gender, income and race.

® Spanish Translation of Survey Included

Polco Engage + Assess Module - National Community Survey® 2025

All Polco Engage (formerly Premium) features are available to you during your subscription term to
engage with your target audiences. Respondents answer questions via Polco's civic surveying and
engagement platform which includes real time results and the option to have respondents verified
against voter lists. As participants respond they become part of your community's digital panel
available for follow up questions, surveys, polls, and other engagement.

The Assess Module(Formerly Performance) includes 1 benchmark survey per contract period. Your
online report will include comparisons to our National Benchmarks, and demographic and geographic
comparisons (if response is sufficient by subgroup). Our customer success team will guide your
benchmark survey process to ensure smooth implementation.

A representative sample of residents (or other appropriate stakeholders) will be invited to complete
the survey to ensure statistically significant response and results. We will use statistically appropriate
methodologies to garner community-wide representativeness with approximately a 6% margin of error
(4-6% is typical and meets best practices for performance measurement, about 250-450 responses) per
local jurisdiction. The invitations will contain an introduction outlining the importance of the survey
and instructions for completing it. To supplement this effort, the client will be asked to participate in
outreach efforts with guidance on best practices from Polco. Responses will be statistically weighted to
ensure the best representation of your community (or stakeholder group, if applicable)

® Spanish Translation of Survey Included

Polco Custom Assessment - 5 Page Equivalent Survey - 2026

@ During the last 2 weeks of data collection an Open Participation Survey will be open for all residents to

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

participate. The customer will be responsible for advertising the Open Participation Survey. This data set
will be kept separate from the scientific portion of the survey.

@ Includes Development, Programming, Analysis and Reporting

© Polco will provide results specific to distinct demographic and geographic dimensions. At the minimum,
demographic dimensions will include age, gender, income and race.

® Spanish Translation of Survey Included

Polco Engage + Assess Module - National Community Survey® 2027

@ Spanish Translation of Survey Included

@ '/ Page of Custom Questions

13
10/05/2023

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

EXHIBIT C
Professional Services Agreement

SCHEDULE

* Survey creation and administrations, annually for four years years.

DocuSign Envelope ID: 8DE04A55-08C8-45C5-82AD-AF6FB70047DA

EXHIBIT D
Professional Services Agreement

COMPENSATION

METHOD AND AMOUNT OF COMPENSATION

Polco Custom Assessment - 5 Page Equivalent Survey - 2024 - $35,000

Polco Engage + Assess Module - National Community Survey® 2025 - $29,800
Polco Custom Assessment - 5 Page Equivalent Survey - 2026 - $35,500

Polco Engage + Assess Module - National Community Survey® 2027 - $29,800
Total for four years - $130,600

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 $130,600.

DETAILED PROJECT COMPENSATION

City shall pay the contractor compensation in accordance with the rates.