Professional Services Agreement with Black & Veatch Corporation

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01/28/2025 
C      
PROFESSIONAL SERVICES AGREEMENT 
Water Services Resources Planning and AWP Alternatives Assessment 
Project No. 242508 
This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE, 
an Arizona municipal corporation ("City") and Black & Veatch Corporation , a Delaware Corporation, authorized to 
do business in the State of Arizona, ("Consultant") as of the _____ day of _________________, 2025 (“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, Scope of Work (the "SOW"); 
B. 
City desires to retain the professional services of Consultant to develop, create, make, generate, supply, deliver, 
provide and/or perform the specific benefits, services, tasks, activities, expertise, etc. as set forth in the Scope 
of Work; and 
C. 
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. 
1.1 
Professional Services.  Consultant will provide all Services necessary to assure all portions, tasks, 
activities and specifications of the SOW (the “Services”) are completed timely and efficiently 
consistent with the SOW’s 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 SOW 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 perform the SOW by 
Consultant will comprise the "Project Team." 
(2) 
Project Manager will have responsibility for and will supervise all other employees 
assigned to the perform the SOW 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 perform the SOW 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 completion of the SOW. 
d. 
Subcontractors. 
(1) 
Consultant may engage specific technical contractors (each a "Subcontractor") to 
furnish certain Service. 
(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. 
2. 
Schedule.  The Services will be undertaken in a manner that ensures the SOW is completed on time and in 
a cost- efficient manner.  The Services, including any interim milestones, shall be completed in accordance 
with the schedule contained in Exhibit A. 
3. 
Consultant’s Work. 
3.1 
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 SOW 
and identified in this Agreement. 
3.2 
Licensing.  Consultant warrants that: 
a. 
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 
b. 
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 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. 
3.3 
Compliance.   
a. 
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. 
b. 
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. 
3.4 
Coordination; Interaction. 
a. 
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 ("Coordinating Professionals").

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b. 
Consultant will meet to review the Services to be provided in the SOW, Schedule and in-
progress work with Coordinating Professionals and City as often and for durations as City 
reasonably considers necessary in order to ensure the timely work delivery and SOW 
completion. 
c. 
For projects not involving Coordinating 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 SOW. 
3.5 
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, project manuals, 
surveys, estimates, reviews, minutes, all "architectural work" as defined in the United States 
Copyright Act, 17 U.S.C § 101, et 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. 
4. 
Compensation. 
4.1 
Compensation.  Consultant's compensation for the Services, including those furnished by its 
Subconsultants or Subcontractors will not exceed $682,791.00 as specifically detailed in Exhibit B 
("Compensation"). 
4.2 
Change in Scope of Work.  The Compensation may be equitably adjusted if the original SOW is 
significantly modified, but only as provided below. 
a. 
Adjustments to the SOW, including adding any additional Services or any change in the 
amount of Compensation available hereunder, require a written amendment to this 
Agreement and may require City Council approval. 
b. 
Additional services which are outside the scope of the original SOW 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. 
4.3 
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,

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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 in Section 4.1 above. 
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 
Subcontractors; and 
(2) 
Unconditional waivers and releases on final payment from all Subconsultants and 
Subcontractors as City may reasonably request to assure the City 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. 
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.

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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 $2,000,000 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 $2,000,000 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 $2,000,000 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, 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 $4,000,000 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 $2,000,000 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 (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 or omissions (including any Subconsultant or Subcontractor or other person 
or firm employed by Consultant), whether sustained before or after completion of the SOW 
and/or Services. 
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.

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8.3 
Other Insurance Provisions.  The insurance policies required by the Section above must contain, or 
be endorsed to contain the following insurance provisions: 
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 Services 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 
revisions are used. 
b. 
For any claims related to the SOW and/or Services, the Consultant’s insurance coverage 
shall be primary 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. 
8.4 
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. 
8.5 
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). 
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 
or other circumstances 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

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right to randomly inspect the papers and records of the other party to ensure that the 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. 
10. 
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. 
11. 
Uyghur Forced Labor Prevention Act (UFLPA). Consultant certifies that it does not currently, and during 
the term of this Agreement, will not use: 
a.  
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 Uyghurs in the People’s Republic of China. 
12. 
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. 
13. 
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: 
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 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 SOW and/or Services, and his or her address 
for Notice delivery is: 
 
Black & Veatch Corporation 
Brandy Thigpen PE 
2231 E Camelback Rd, #300 
Phoenix, AZ 85016

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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  Tom Kaczmarowski, PE 
Engineering Department 
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 
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. 
14. 
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 SOW or Services. 
15. 
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 parties regarding 
the SOW 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. 
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. 
15.2 
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. 
15.3 
Survival.  Except as specifically provided otherwise in this Agreement, each warranty, representation, 
indemnification and hold harmless provision, insurance requirement, and every other right, remedy

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and responsibility of a Party, will survive completion of the SOW, or the earlier termination of this 
Agreement. 
15.4 
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. 
15.5 
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. 
15.6 
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. 
15.7 
Counterparts.  This Agreement may be executed in counterparts, and all counterparts will together 
comprise one instrument. 
16. 
Term.   
16.1 
Extensions.  The term of this Agreement commences upon the effective date and continues for a 2 
year initial period.  The City may, at its option and with the approval of the Consultant, extend the 
term of this Agreement an additional 2 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 
during the Agreement extension period and will be a determining factor for any extension.  There 
are no automatic extensions or renewals of this Agreement.  
16.2 
Extension for Procurement Process.  Upon the expiration of the Term of this Agreement, including 
the initial term and any extensions, 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. 
17. 
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. 
18. 
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: 
 http://www.mesaaz.gov/business/purchasing/save  
19. 
Exhibits.  The following exhibits, with reference to the term in which they are first referenced, are 
incorporated by this reference. 
 
Exhibit A 
Scope of Work 
Exhibit B 
Compensation

EXHIBIT A 
Professional Services Agreement 
SCOPE OF WORK 
 
Background 
The City of Glendale (CITY) is the 6th largest CITY in Arizona, with an estimated population of approximately 
255,000. Glendale encompasses approximately 56 square miles, with a municipal planning area (MPA) of 
approximately 92 square miles. The CITY’s Water Services Department (WSD) is committed to the treatment and 
delivery of safe drinking water, collection and treatment of wastewater, the beneficial use of reclaimed water, and the 
management of storm water.  
 The CITY’s potable water facilities include three (3) surface water treatment plants, two using source water from 
the Salt River Project system (SRP) and one from the Central Arizona Project (CAP), one (1) groundwater treatment 
plant, several direct connected wells, and multiple reservoirs. The potable water distribution system consists of 
approximately 1,040 miles of water pipe, 24,000 valves, 8,400 hydrants and 62,600 meters.   
The CITY’s wastewater collection system is comprised of two (2) water reclamation plants, approximately 712 miles 
of sewer pipe, and 15,000 manholes and cleanouts. In addition, the CITY has a capacity of 14.8 million gallons per 
day (gpd) as a partner of the Sub-Regional Operating Group (SROG) for wastewater/residual treatment and 
disposal.  
 Arizona and Glendale continue to face historic drought conditions, posing challenges to the water supply. The 
CITY's 2022 Integrated Water Master Plan (IWMP) suggests several infrastructure improvements and groundwater 
projects to meet current system requirements and future demands through 2055. The IWMP also advises regular 
updates to the CITY's Drought Management Plan (DMP) and exploration of alternative water resources to mitigate 
future drought impacts. Advanced water purification (AWP) is emerging as the leading technical solution for future 
sustainable water resources. The CITY desires to conduct a risk-based approach to develop and evaluate potential 
drought planning mitigation strategies and assure adequate water supply to meet the CITY’s long-term needs 
through 2055.  The CONSULTANT will perform and coordinate all planning activities and services to identify and 
evaluate and water resource concept alternatives that meet the CITY’s long-range water resource needs through 
2055.  The City current and projected demands as well as the City’s current Drought Management Plan and 
projected conservation measures will be incorporated into establishing the City’s future water resource needs. The 
alternative analysis will use a risk-based model approach and incorporate activities within other task to provide a 
robust and documented selection process that can be clearly communicated to policy makers and stakeholders that 
will include the following key tasks: 
● 
Provide overall contract administration for the project services presented herein.  Monthly invoices will be 
prepared and submitted to the CITY’s project manager.  Status reports will be prepared and submitted along with 
each monthly invoice.  The status reports will identify what work has been performed during the billing period and 
the completion status of major tasks. (Task 100). 
● 
Collect Risk Assessment Related Data – CONSULTANT will collaborate with the CITY to collect data and 
gain an understanding of the required performance constraints, opportunities and other various types of risks that 
could affect water resources alternative selection and inform the infrastructure planning risk register (Task 200). 
● 
Define Planning and Risk Framework for Screening the Alternatives – This task will involve the 
CONSULTANT working with the CITY to develop the criteria that will be compiled in the risk register and 
considered in the  screening for this study. (Task 300). 
● 
Feasibility Screening Risk Assessment – This task will implement a process by which up to 10 initial 
alternatives are vetted for inclusion in the model. (Task 400). 
● 
Alternatives Risk Assessment – To perform the risk-based analysis, the CONSULTANT will work with the 
CITY to gather and develop the infrastructure needs, capital and O&M costs for each of the alternatives.  The 
CONSULTANT will prepare for and facilitate a series of Course Screening (Task 500) and Fine Screening 
Workshops (Task 600) for the team to collaboratively evaluate the risks of each alternative. 
● 
Risk Results and Reporting - CONSULTANT will summarize results for inclusion in the project 
deliverable.  The model results will include an analysis of each alternative ability to meet the CITY’s desired 
infrastructure planning criteria as well as the cost for each option. (Task 700).

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01/28/2025 
● 
Allowances – In order to inform the risk model CONSULTANT will support the CITY with tasks and 
meetings related to public outreach, regulatory agencies, and potential teaming partners. (Allowance 1 through 
Allowance 5). 
 
Task 100 – Project Management 
Task 101 Meetings. CONSULTANT will conduct virtual bi-monthly meetings with CITY staff to discuss specific 
technical aspects of the study; progress in the development of alternatives or related to issues that may affect Project 
results. The meetings will consist of the following: 
● 
Bi-monthly progress meetings with CITY engineering and Water Services staff. 
● 
Scheduled review meetings with CITY engineering and Water Services staff. 
Task 102 Meetings. CONSULTANT will prepare for and conduct monthly meetings with CITY Executive Staff 
provide a summary of the study; progress in the development of alternatives or related to issues that may affect 
Project results.  
Task 103 Monitor Progress and Prepare Status Reports.  CONSULTANT will provide overall contract 
administration for the project services presented here.  Monthly invoices will be prepared and submitted to the 
CITY’s Project Manager. Status reports will be prepared and submitted along with each monthly invoice.  The status 
reports will identify what work has been performed during the billing period and the completion status of major 
tasks. The monthly progress report provided with each invoice will include a summary of progress-to-date for key 
tasks, cost expenditures, a summary of the decision or comments log / issue resolution, and an updated progress 
schedule, if required.  
Task 200 – Data Request and Review  
Task 201 Data Request. CONSULTANT will issue a data request to support the project. This request will be refined 
and resubmitted based on the Planning Framework Workshop discussions. CONSULTANT will track the status of 
data transmittal until all available items are received. The data request will be formally submitted to the CITY prior 
to the kickoff meeting and is anticipated to include the focus on cost data for recently completed capital 
improvement projects, compiling potential teaming partners water resource strategies (benchmarking) and recent 
water quality data. 
Task 202 Data Summary.  CONSULTANT will review and summarize the existing information provided as it 
relates to the study. CONSULTANT will identify data gaps that could impact the ability to use information in the 
risk analysis matrix. 
Task 300 – Planning & Risk Framework Basis 
The CONSULTANT will collaborate with the CITY to collect data and gain an understanding of the required 
performance, constraints, opportunities, and other various types of risk affecting the alternative water resource 
concepts.  In this task we will develop the Planning and Risk Based Planning Framework which will be used at 
various steps during the Feasibility and Screening Process to evaluate and document the selection process. 
Task 301 Goals, Objectives, and Investment Planning Criteria (IPC). Develop draft goals, objectives and IPC 
required of the alternative water resource concepts for long term planning. Meet with CITY to confirm assumptions 
and prepare material for the framework workshop where the goals, objectives and IPC will be fully vetted. IPC 
criteria will be included in the risk model and closely coordinated with Task 400 through Task 600.  
CONSULTANT will revise and finalize IPC after the Framework workshop. 
Task 302 Infrastructure Planning Risk Register. Develop a template for compiling the IPC that will be used in the 
risks model. The model will be an Excel-base and employ a risk-weighted methodology to evaluate potential project 
alternatives and combinations. The template will be used to guide other tasks regarding the information needed on 
each alternative. Candidate considerations for the sheets include: 
● 
Implementation/Construction  
● 
Construction methods and contract packaging 
● 
Land Acquisition / ROW 
● 
Financial Funding 
● 
Legal 
● 
Permitting/Environmental 
● 
StakeholderPublic Perception 
● 
System Requirements and Maintenance and Operational 
● 
Meets Demand Conditions 
● 
Waste Stream Management

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01/28/2025 
● 
Water Quality 
● 
Staffing Requirements 
Task 303 Planning & Risk Framework Workshop. Prepare and facilitate an interactive workshop. It is anticipated 
that the workshop covers the following topics: 
● 
Review and gain consensus on Goals, Objectives and Infrastructure Planning Criteria 
● 
Overview of the Planning Process. Summarize the process to screening each water resource alternative 
concept through finalizing a preferred solution.  
● 
Risk model overview. 
● 
Evaluation Criteria: prepare and present candidate project evaluation criteria, discuss criteria and process. 
● 
Next steps: review the tasks and methods that will be used to evaluate options and prioritization, obtain 
buy-in from Workshop attendees and Executive Team.  
Task 400 Feasibility Screening  
Task 401 Develop Initial Alternatives (10). In preparation of the Feasibility Session, CONSULTANT will develop 
approximately 10 alternatives. They may include common components. Each alternative will include supporting 
infrastructure including initial treatment, reservoirs, pump stations, and regulating facilities to meet operational 
criteria. This task includes compiling technical information on the improvements, preparing graphics, rough order of 
magnitude pricing for capital and 10-year operation life cycle costs and coordination with risk modeling tasks above 
and the technical teams work in other tasks. 
Task 402 Feasibility Workshop. Prepare and facilitate a Feasibility Workshop(s).  Screening workshops may be 
broken into multiple work sessions depending on content.   The Feasibility Workshop will focus on a first pass 
screening of potential alternatives. The CONSULTANT will present approximately 10 alternatives (which will likely 
include common components) for discussion. This task will implement a process by which the alternative water 
resource concepts are identified and vetted against the Feasibility Risk Criteria established at the Planning and Risk 
Framework Workshop.  If an alternative water resource concept does not pass the initial Feasibility Risk Criteria, it 
will not be included in the model for the coarse and fine screening steps. The goal of the session is to screen down 
the potential alternatives from 10 to approximately 6 water resource alternatives for further analysis in the risk 
model.  
Task 500 Course Screening 
Task 501 Refine Feasibility Screened Water Resource Alternatives (6). In preparation of the Coarse Screening 
Session, CONSULTANT will refine up to 6 water resource concept alternatives. It is anticipated that the 
CONSULTANT will hold up to three (3) small group meetings focusing on specific topics to gather stakeholder 
feedback for implementation into the Course Screening Risk Model.  Each alternative will include supporting 
infrastructure including treatment, distribution and collection improvements needed to implement the water 
resource alternative. This task includes compiling technical information on the improvements, developing planning 
level infrastructure costs, preparing graphics, and coordination with risk modeling tasks above and the technical 
teams work in other tasks. 
Task 502 Coarse Screening Session (CSS) Workshop. Prepare and facilitate a Coarse Screening Session (CSS) 
Workshop. The CSS will focus on a detailed risk analysis of the 6 water resource alternatives advanced from the 
Feasibility Workshop. CONSULTANT will present how the risk model was utilized to evaluate each water resource 
alternative concept and how each responded to the infrastructure planning criteria. CONSULTANT will facilitate 
discussion on how to look for ways to improve alternatives, detail risks, and identify gaps for further assessment. 
The goal of the session is to screen down the potential alternatives from 6 to approximately 3 for further analysis in 
the risk model. In addition, the goal of the CSS session and executive meetings is to prepare and reach consensus on 
detailed cost and schedule guidance for Fine Screening Sessions (FSS).  
Task 600 Fine Screening  
Task 601 Lifecycle Program Costs (3). CONSULTANT will compile program costs after the Coarse Screening 
Sessions. CONSULTANT will develop the overall lifecycle cash flows for each of the Fine Screening Alternatives 
and compare them in terms of 50-year Net Present Value. This will allow for the full understanding of the additional 
requirements of O&M expenses and the impact of replacement of the new assets over the next 50 years. It is 
anticipated that there will be up to three (3) options at this time.  
Task 602 Refine Coarse Screened Alternatives (3).  In preparation of the Fine Screening Session, CONSULTANT 
will refine up to 3 water resource alternatives. It is anticipated that the CONSULTANT will hold up to three (3) 
small group meetings focusing on specific topics to gather stakeholder feedback for implementation into the Fine

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Screening Risk Model.  This task includes refining the technical information on the alternatives, preparing graphics, 
and coordination with risk modeling tasks above and the technical teams work in other tasks. 
Task 603 Fine Screening Session (FSS) Workshop Prepare and facilitate a Fine Screening Session (FSS) Workshop. 
The FSS will focus on the results and optimization of the alternatives from the CSS. CONSULTANT will present 
how the risk model was utilized to evaluate each alternative. CONSULTANT will lead interactive team discussions 
to assess the refined alternatives to look for any final betterments, gaps, risks, or other considerations. The goal of 
the session is to screen down the potential alternatives from 3 to a preferred alternative or combination of 
alternatives. 
Task 604 Final Review Session Prepare and facilitate a final review session workshop. The workshop will review the 
refinements made to the preferred alternative along with the supporting infrastructure that encompasses the 
program. The draft final deliverables will be reviewed, and input received at this session will be incorporated in the 
final deliverable.  
Task 605 Final Alternative Water Resource Concepts Development. Based on the input received in the Final Review 
Session, CONSULTANT will compile the final project preferred alternative. This task includes compiling technical 
information on the alternatives, preparing graphics, and coordination with risk modeling tasks above. 
Task 700 Drought Planning and AWP Alternative Assessment 
Task 701 Draft Drought Planning and AWP Alternative Assessment Report. CONSULTANT will compile a Draft 
Drought Planning and AWP Alternative Assessment Report, which will include the following elements: 
● 
Compilation of goals and background material  
● 
Summary of the alternative water resource concepts. Development process 
● 
Summary of alternatives analyzed. 
● 
Summary of the preferred alternative 
● 
Summary of costs and schedule considerations 
● 
Summary of workshop sessions and results 
● 
Summary of risk modeling efforts and results  
● 
Summary of technical work performed. 
● 
Summary of costing process 
● 
Report graphics 
It is anticipated that as project milestones / workshops are completed the corresponding chapters of the report will 
be drafted by the CONSULTANT and submitted to the CITY for review comment throughout the project.  
CONSULTANT will maintain one project Bluebeam session to solicit and collect comments on Draft Chapters. 
Task 702 Final Drought Planning and AWP Alternative Assessment Report.  CONSULTANT will revise the Study 
and supporting material based on input from the Final Review Session and CITY comments. The document will be 
finalized and provided in digital format (pdf).  
 
Allowances 
Allowance 1 Support with Public Stakeholder Engagement.  The CONSULTANT and SUBCONSULTANT will 
develop a comprehensive public engagement program to educate, involve, solicit feedback and gain community 
support of the preferred water resource concept and its subsequent phases.  Task may include the development of 
AWP education and outreach materials. CONSULTANT will prepare a public/policy maker level executive 
summary. The executive summary will be approximately eight (8) pages and predominantly include graphics on the 
project, its goals, the proposed alternative 
Allowance 2 Support with Public Agencies and Teaming Partners. The CONSULTANT will support the CITY in 
responding to and/or coordinating with federal, state and local agencies in regard to the Work. CONSULTANT will 
provide all necessary data and technical information, reports, and maps to assist the CITY in responding to agency 
requests. All requests will be documented, and all materials approved prior to distribution. All contacts will occur in 
coordination with CITY’s Community Outreach team.  It is anticipated that up to three meetings with each Public 
Agencies will be included. 
The CONSULTANT will support the CITY in responding to and/or coordinating with Potential Teaming Partners 
in a regional water resource solution. CONSULTANT will provide all necessary data and technical information, 
reports, and maps to assist the CITY in discussions with potential teaming partners. All requests will be 
documented, and all materials approved prior to distribution. All contacts will occur in coordination with CITY’s 
team.  It is anticipated that up to three meetings with each potential teaming partner will be included.

15 
01/28/2025 
Allowance 3 Support with Environmental and Cultural Impacts. CONSULTANT will perform desktop level 
research on state and federal environmental permitting for the preferred alternative. CONSULTANT will make no 
direct contact with regulatory agencies unless such contact is approved by the CITY. CONSULTANT will assist the 
CITY in evaluating the work efforts related to meeting permitting requirements/criteria and identifying major steps 
needed for the Authority to secure necessary permits.  The CONSULTANT may provide the following services: 
● 
Attendance at meetings, workshops, and project coordination  
● 
Prepare Environmental Permitting Plan and Constraint Report  
● 
Develop Permitting Cost & Schedule  
Allowance 4 Support with Right of Way, Easement and Land Acquisition. The CONSULTANT will coordinate 
with the CITY's Right of Way and Land Acquisition Group to obtain required rights-of-entry prior to conducting 
any activities including: 
● 
Rights-of-Entry. 
● 
Support Planning with available R/W & Easement data for evaluation.   
● 
Prepare figures of the route alternatives showing required easements.  
● 
Document where easements are needed based on routing alternatives.   
● 
Support planning cost estimate with potential land acquisition cost.  
The CONSULTANT will provide the Right of Way, Easement and Land Acquisition Technical Memorandum as 
the task deliverable. This deliverable will be provided in draft form for CITY review. After review and comment by 
the CITY the memorandum will be finalized. 
Allowance 5 Support with Permitting. The CONSULTANT will research and identify necessary jurisdictional review 
and permit requirements. The CONSULTANT may prepare and deliver a permit matrix.  The permit matrix will 
provide the name of permit or required jurisdictional review; a short description of permit and application process 
required; description will include estimate of review/processing time by issuing agency. 
CONSULTANT will verify current information regarding the description, application process, and review schedule 
for federal, state, local permits. Research will be conducted primarily on-line and with phone calls as needed.   
Allowance 8 Owners Allowance.  Any additional work requested by CITY that is not included in this draft scope of 
services will be treated as supplemental services. The scope and fee associated with these additional supplemental 
services shall be agreed upon by CITY and the CONSULTANT before the work is performed..

EXHIBIT B 
Professional Services Agreement 
COMPENSATION 
 
METHOD AND AMOUNT OF COMPENSATION 
Time and materials, not to exced $682,791.00 over the entire term, including extensions. 
NOT-TO-EXCEED AMOUNT 
The total amount of compensation paid to Consultant for Services as defined herein during the entire term of the 
Project must not exceed $$682,791.00.  
DETAILED PROJECT COMPENSATION 
See Attached..

Exhibit B - Fee Proposal
Employee
101
Project Status Meetings
32,985.00
102
Executive Meetings
17,710.00
103
Monitor Progress and Prepare Status Reports
18,260.00
68,955.00
201
Data Request
8,525.00
202
Data Summary
13,665.00
22,190.00
301
Goals, Objectives, and IPC
38,252.00
302
Infrastructure Planning and Risk Register
17,282.00
303
Planning & Risk Framework Workshop
22,904.00
78,438.00
401
Develop Initial Alternatives (10)
44,881.00
402
Feasibility Workshop
27,814.00
72,695.00
501
Refine Feasibility Screened Water Resource Alternatives (6)
51,943.00
502
CSS Workshop
33,429.00
85,372.00
601
Lifecycle Program Costs (3)
35,477.00
602
Refine Coarse Screened Alternatives (3)
27,157.00
603
FSS Workshop
20,994.00
604
Final Review Session
17,153.00
605
Final Alternative Water Resource Concept Development
8,972.00
109,753.00
701
Drought Planning and AWP Alternative Assessment Report
64,388.00
64,388.00
$501,791.00
$6,000.00
$507,791.00
$50,000.00
$30,000.00
$10,000.00
$30,000.00
$55,000.00
$175,000.00
$682,791.00
Subtotal - B&V Labor
Subtotal - B&V Fee
Total Proposed Fee
Allowance 2 - Support with Public Agencies and Teaming Partners
Allowances
Allowance 1 - Public Stakeholder Engagement Materials
Subtotal Task 200
Task 300 - PLANNING & RISK FRAMEWORK BASIS
Subtotal Task 300
Total Hours
City of Glendale
Water Resources and AWP Alternatives Assessment
City Project No. 242508
Black & Veatch Fee Proposal
TASK
DESCRIPTION
LABOR COST
Allowance 3 - Environmental and Cultural Impacts
Allowance 4 - ROW, Easement, and Land Acquisition
Allowance 5 - Owner's Allowance
Task 600 - FINE SCREENING
Task 700 - DROUGHT PLANNING AND AWP ALTERNATIVES ASSESSMENT REPORT
Subtotal Task 600
Subtotal Task 700
Task 100 - PROJECT MANAGEMENT
Task 500 - COARSE SCREENING 
Subtotal Task 500
Task 400 - DEVELOP INITIAL ALTERNATIVES
Subtotal Task 400
Subtotal Task 100
Task 200 - DATA REQUEST AND REVIEW
Glendale Water Resources and AWP
Revised 01/24/2025

ID
Task Name
Duration
Start
Finish
1
Task 100 - PROJECT MANAGEMENT
325 days
Mon 3/3/25
Fri 5/29/26
2
Project Status Meetings
325 days
Mon 3/3/25
Fri 5/29/26
3
Executive Meetings
325 days
Mon 3/3/25
Fri 5/29/26
4
Monitor Progress and Prepare Status Reports
325 days
Mon 3/3/25
Fri 5/29/26
5
Task 200 - DATA REQUEST AND REVIEW
20 days
Mon 3/3/25
Fri 3/28/25
6
Data Request
5 days
Mon 3/3/25
Fri 3/7/25
7
Data Summary
10 days
Mon 3/10/25
Fri 3/21/25
8
Task 300 - PLANNING & RISK FRAMEWORK BASIS
50 days
Mon 3/3/25
Fri 5/9/25
9
Goals, Objectives, and IPC
20 days
Mon 3/3/25
Fri 3/28/25
10
Infrastructure Planning and Risk Register
45 days
Mon 3/3/25
Fri 5/2/25
11
Planning Level & Risk Workshop
0 days
Mon 5/5/25
Mon 5/5/25
12
Task 400 - DEVELOP INITIAL ALTERNATIVES
45 days
Mon 5/12/25
Fri 7/11/25
13
Develop Initial Alternatives (10)
45 days
Mon 5/12/25
Fri 7/11/25
14
Feasibility Workshop
0 days
Mon 7/7/25
Mon 7/7/25
15
Task 500 - COARSE SCREENING
45 days
Mon 7/14/25
Fri 9/12/25
16
Refine Feasibility Screened Water Resource Alternatives (6)
40 days
Mon 7/14/25
Fri 9/5/25
17
CSS Workshop
0 days
Mon 9/8/25
Mon 9/8/25
18
Task 600 - FINE SCREENING
120 days
Mon 9/15/25
Fri 2/27/26
19
Lifecycle Program Costs (3)
40 days
Mon 9/15/25
Fri 11/7/25
20
Refine Coarse Screened Alternatives (3)
80 days
Mon 9/15/25
Fri 1/2/26
21
FSS Workshop
0 days
Mon 1/5/26
Mon 1/5/26
22
Final Review Session
0 days
Mon 2/2/26
Mon 2/2/26
23
Final Alternative Water Resource Concept Development
20 days
Mon 2/2/26
Fri 2/27/26
24
Task 700 - DROUGHT PLANNING AND AWP ALTERNATIVES 
ASSESSMENT REPORT
305 days
Mon 3/31/25
Fri 5/29/26
25
Drought Planning and AWP Alternative Assessment Report
305 days
Mon 3/31/25
Fri 5/29/26
5/5
7/7
9/8
1/5
2/2
Jan
Feb Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Jan
Feb Mar
Apr
May
Jun
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
1st Quarter
2nd Quarter
Task
Split
Milestone
Summary
Project Summary
Inactive Task
Inactive Milestone
Inactive Summary
Manual Task
Duration-only
Manual Summary Rollup
Manual Summary
Start-only
Finish-only
External Tasks
External Milestone
Deadline
Progress
Manual Progress
Page 1
Fri 2/7/25
City of Glendale
Water Resource 
and AWP Assessment