Extracted text (via ocr_local)
55007 characters
LSW ENGINEERING SERVICES CONTRACT (TERM) MARICOPA COUNTY, ARIZONA Term Electrical and Mechanical Engineering Services FMD FOR PROFESSIONAL SERVICES Office of Procurement Services Serial # 220062-ROQ Contract # 220062-ROQ C-73- Facilities Management Department MARICOPA COUNTY, ARIZONA 3 YEAR TERM ENGINEERING SERVICES CONTRACT TERM ENGINEERING SERVICES CONTRACT SERIAL NO, 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 1 Table of Contents RECITALS SECTION I - ENGINEER'S BASIC SERVICES SECTION II - PERIOD OF SERVICE SECTION III - REIMBURSABLE EXPENSES SECTION IV - COUNTY RESPONSIBILITIES SECTION V - COMPENSATION AND PAYMENTS SECTION VI - PROJECT CONSTRUCTION BUDGET AND COST ESTIMATES SECTION VII - ENGINEER'S ACCOUNTING RECORDS SECTION VIII - TERMINATION OF AGREEMENT SECTION IX - OWNERSHIP OF DOCUMENTS SECTION X - GENERAL CONSIDERATIONS SECTION XI - INDEMNIFICATION AND INSURANCE SECTION XII - SUCCESSORS AND ASSIGNS SECTION XIII - NO KICK-BACK ooo Oo wm AHN LH HL oe nv oO 13 SECTION XIV - NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, & AMERICANS WITH DISABILITIES; SMALL BUSINESS ENTERPRISE POLICY SECTION XV - INDEPENDENT CONTRACTOR SECTION XVI - CONFLICTS SECTION XVII - CONTINGENCY FEE SECTION XVIII - MATERIALITY AND WAIVER OF BREACH SECTION XIX - COMPLIANCE WITH LAWS SECTION XX - SEVERANCE SECTION XXI - JOINT PREPARATION SECTION XXII - PRIORITY OF PROVISIONS SECTION XXIII - APPLICABLE LAW AND VENUE SECTION XXIV - AMENDMENTS SECTION XXV - PRIOR AGREEMENTS SECITON XXVI - DRUG-FREE WORKPLACE SECTION XXVII - INCORPORATION BY REFERENCE SECTION XXVIII - LEGAL WORKER REQUIREMENTS SECTION XXIX —- ATTACHMENTS SECTION XXX - NOTICES SECTION XXXI - CLAIMS AND DISPUTE RESOLUTION SECTION XXXII - CONTRACT EXECUTION SECTION XXXIII- UNIFORM ADMINISTRATIVE REQUIREMENTS: TERM ENGINEERING SERVICES CONTRACT Term Electrical and Mechanical Engineering Services FMD 13 13 13 14 14 14 15 15 15 15 15 15 16 16 16 16 16 7 18 18 SERIAL NO, 220062-ROQ Page 2 EXHIBIT A - PROJECT SERVICES 20 I- GENERAL 20 II - PRE-DESIGN SERVICES PHASE 20 Ill - SCHEMATIC DESIGN PHASE 20 IV - DESIGN DEVELOPMENT PHASE 21 V - CONSTRUCTION DOCUMENTS PHASE 21 VI - QUALITY ASSURANCE/QUALITY CONTROL 22 VII - BIDDING PHASE 23 VIII - CONSTRUCTION PHASE 23 IX - ENGINEERS REQUIRED ADDITIONAL SERVICES 25 X - OPERATION AND MAINTENANCE MANUAL(s) 26 EXHIBIT B - HOURLY RATES 28 EXHIBIT C - MARICOPA COUNTY SMALL BUSINESS ENTERPRISE PROGRAM PARTICIPATION REPORTING FORM 29 EXHIBIT D - LEGAL WORKER CERTIFICATION 30 EXHIBIT E 31 ALTERNATIVE DISPUTE RESOLUTION 31 TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 3 PROFESSIONAL SERVICES AGREEMENT AGREEMENT BETWEEN MARICOPA COUNTY, ARIZONA, AND LSW Engineers Arizona, Inc. FOR PROFESSIONAL ENGINEERING SERVICES THIS AGREEMENT is made and entered into by and between MARICOPA COUNTY, ARIZONA hereinafter called the "COUNTY" or “OWNER” and LSW Engineers Arizona, Inc.; hereinafter called the "ENGINEER.” RECITALS A. Pursuant to Arizona Revised Statutes § 11-251(8) and § 34-102, the Board of Supervisors has the authority to enter into contracts for the construction of such buildings and structures are necessary, and for alterations thereto, and for the employment of ENGINEERS as warranted by the type of construction. The COUNTY proposes to engage the service of an engineering firm to perform certain engineering and engineering services for the COUNTY on an “on-call” or "as needed" basis. This Agreement is intended to cover performance by the ENGINEER under individual Task Orders. The terms of this Agreement and a Task Order govern the ENGINEER’s work unless the ENGINEER and the COUNTY agree otherwise n writing. The COUNTY may require drawings, plans, specifications, cost estimates, construction administration, and other engineering services, and the ENGINEER is willing to prepare such drawings, plans, specifications, cost estimates, provide construction administration, and perform other engineering services under this Agreement as may be required by the COUNTY. The COUNTY desires to contract with the ENGINEER for the preparation of such drawings, plans, specifications, cost estimates, construction administration, and other engineering services on such terms and conditions as hereinafter follows: NOW THEREFORE, on consideration of the premises and the mutual promises herein contained, the COUNTY and the ENGINEER agree as follows: SECTION I - ENGINEER'S BASIC SERVICES A. GENERAL 1. The ENGINEER shall prepare drawings, plans, and specifications and cost estimates according to the direction and designated standards of the COUNTY. Also, in consideration of the fee hereinafter stated, the ENGINEER agrees to perform contract administration, inspection services and other engineering services on the PROJECT as described in this Section. It is understood and agreed that the County’s authorized Administration for the PROJECT shall be the Director of Facilities Management Department, or designee. 2. The ENGINEER shall review the requirements of the PROJECT as outlined by the COUNTY. Prior to performance of any services under this Agreement, the ENGINEER and his consultants shall meet with the authorized COUNTY personnel to review the scope and nature of the work to be performed. 3. The ENGINEER shall be responsible for providing written minutes of all PROJECT meetings that occur during the course of this work under this Agreement, which are attended by the ENGINEER or his representative and by the representatives of the COUNTY. A copy of these minutes shall be sent to, and TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 4 received by, the COUNTY no later than three (3) working days after the meeting date. The ENGINEER will be responsible for final publishing and distributing of meeting minutes as directed by the COUNTY. 4. The ENGINEER will meet with the COUNTY and representatives of appropriate jurisdictional agencies to review the requirements of the project and the solutions proposed by the ENGINEER at times appropriate to the PROJECT. Atno time shall the ENGINEER meet with jurisdictional agencies without prior consent or attendance of COUNTY representatives. 5. The ENGINEER shall be responsible for and provide all special inspections required for the project. 6. The ENGINEER may be required to coordinate with the COUNTY and its designated workstation supplier for the design and provisions for installation of open office workstations. This work may include but is not limited to: layout of workstations per COUNTY standards, providing backgrounds on AutoCAD to the supplier for shop drawing purposes, coordination with the electrical systems of the building, and provision in the specifications for installation of COUNTY supplied workstations by the Contractor. 7. Asa part of basic services, the ENGINEER will produce record drawings from the marked-up plans prepared by the Contractor. Record drawings shall be submitted on CD discs as required by the COUNTY containing the complete drawings in a pdf electronic format that is 100% compatible with AutoCAD, references bound. 8. Typical project services are listed in attached Exhibit A. The compensation method shall be determined on a project by project basis, utilizing Exhibit B (“Hourly Rates”) for reference only. SECTION II - PERIOD OF SERVICE A. The initial contract shall be in effect for no longer than Three (3) calendar years from the date of approval by the Maricopa County Board of Supervisors. If work is underway under the terms of this contract at the time of the expiration date, the contract expiration date shall be extended to the date for completion of services underway. Furthermore, by mutual written agreement between the County and ENGINEER, this contract may be extended for a period of Two (2), One (1) year period(s). The total term of this contract, including all extension periods, shall not exceed five (5) years. Based upon the mutually agreed scope of work for a project, the ENGINEER shall submit to the COUNTY an anticipated schedule for completion of each phase of the project. The ENGINEER will be required to complete total design phase basic and additional services as required within the total allotment of time. The time required by the COUNTY, or its designee or regulatory agencies, for reviews or approvals shall be included in the allotted calendar days for Design phase and shall be considered to be included in each project schedule. ENGINEER revisions, additions and corrections required by the COUNTY through its review of each phase's first document submittal, shall be required as part of the work of each subsequent phase if applicable. A time extension will not be granted during such phase for these document modifications. Construction document revisions as required by regulatory agencies and the COUNTY shall be accomplished by the ENGINEER within the stated period for that phase. The ENGINEER shall provide construction administration services from the date of construction contract award through the PROJECT construction period and final written acceptance of the PROJECT by the COUNTY regardless of the project delivery method selected. For purposes of this contract, the PROJECT shall be completed when the building(s) and related warranty work is accepted in writing by the COUNTY. TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 5 E. The ENGINEER may be required to provide reviews and reports during the one-year post construction warranty period. The one-year period shall be in addition to the total design and construction periods of service. SECTION Il - REIMBURSABLE EXPENSES A. Reimbursable expenses are additional compensation for Basic and Additional Services that include actual expenditures made by the ENGINEER, his employees, or his professional consultants in the interest of the Project and have the specific prior written approval of the COUNTY. The ENGINEER hereby agrees that no reimbursable expense shall be incurred, nor requested for payment, without the ENGINEER having obtained prior written approval of the COUNTY. The COUNTY is under no obligation to pay the ENGINEER for such expenses without evidence of the COUNTY’S written consent prior to the ENGINEER incurring such expenses. Reimbursable expenses may be approved for: 1. Printing costs by a non-COUNTY contracted printing service vendor according to Subsection C below, if requested by the COUNTY for additional plan review sets or for bidding purposes. 2. Permit fees if levied by an authorized regulatory agency and paid directly by the ENGINEER with the COUNTY’S permission. 3. Approved travel expenses where travel is required as part of the project scope shall be billed by ENGINEER only for those travel expenses that are in compliance with the Federal Travel Regulation, CFR Chapter 300-304, as applicable. All out of state travel expenses must be pre-approved by the County in writing. B. Costs associated with normal office supplies and equipment expenses shall not be considered as Additional Reimbursable Expenses paid by the COUNTY as these costs shall be considered as normal overhead and operating costs which are factored into the ENGINEER’s fee. Normal overhead and operating costs shall include but are not limited to: Paper, pens, pencils, copier supplies, and computer media. Drafting supplies tools & equipment. Telephone and facsimile equipment, rental & toll charges. Office rental, utility, and other overhead expenses. Plan and specification reproduction costs for CONSULTING review purposes. Postage and delivery costs. Use or rental of computer equipment or related supplies. Overtime work necessary to meet deadlines stipulated within the COUNTY’s Notice to Proceed. SAIDAARWYN DS C. Unless specifically authorized in writing in advance as part of the approve scope of work, the COUNTY will not pay for any of the following expenses of the ENGINEER: 1. Vehicle mileage to any COUNTY-owned facility located within the State of Arizona. 2. Vehicle mileage for the ENGINEER or its sub-consultants to attend project related meetings located within the State of Arizona. 3. Meal costs for employees of ENGINEER or its sub-consultants whether or not employees of the COUNTY are in attendance for meetings or other gatherings related to project work for the COUNTY, except where authorized in writing in advance for out-of-state consultants/sub-consultants traveling to Arizona or out of state travel related to the assignment. TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 6 D. Unless specifically authorized in writing, the ENGINEER shall use the COUNTY contracted printing vendor for all reproduction work if copies are required by the COUNTY in addition to the review document sets required elsewhere in this Agreement. E, The ENGINEER shall accompany each payment request for Reimbursable Expenses with a copy of the original vendor invoice for any and all Reimbursable Expense costs. The COUNTY reserves the right to reject any and all requests for payment of Reimbursable Expenses costs where no invoice or receipt is attached. F. The ENGINEER shall only be paid the actual amount charged to the ENGINEER by the original vendor for Reimbursable Expenses. G. Refer to Exhibit “B” for hourly billing rates for ENGINEER staff and sub-consultants. SECTION IV - COUNTY RESPONSIBILITIES A. The COUNTY shall provide the following: 1. Review of documents submitted by the ENGINEER. 2. Sufficient copies, electronic access or electronic files of all COUNTY forms required to be completed by the ENGINEER as described in this Agreement. 3. Response to the ENGINEER's written request for decisions within a reasonable amount of time, such time being appropriate to the request. 4. The necessary staff for consultation with the ENGINEER during program review, schematic, design development and construction document phases in order to identify problems, needs and other functional aspects of the PROJECT. 5. Staff for consultation with the ENGINEER and Contractor during the course of construction. 6. Periodic updates on the progress of reviews and requests for information, progress of submittals and deliveries of equipment and furniture to be supplied by the COUNTY. 7. All required fees for securing approvals from governmental and other agencies having lawful jurisdiction over the design of the PROJECT. The COUNTY will pay such fees directly to said jurisdictional authorities. B. THE CONSTRUCTION BUDGET. The COUNTY shall monitor both ENGINEER and Contractor performance during the period of performance of the ENGINEER’s services under this Agreement. The COUNTY's monitoring of the ENGINEER'S and Contractor's performance shall be solely for the information of the COUNTY and shall not be construed to abridge, limit, supplement, or modify the ENGINEER'S duties and responsibilities to provide the usual and customary basic engineering services, including, but not limited to, the services and duties specifically described in this Agreement. SECTION V - COMPENSATION AND PAYMENTS A. The ENGINEER shall be compensated for contracted services that have been authorized in writing by the COUNTY. The ENGINEER shall be compensated on an hourly fees basis in accordance with those items listed in Exhibit B — Hourly Rates. TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page7 All engineering service requests for payment shall be submitted to the COUNTY for review in electronic format and approval and must be accompanied by a detailed invoice as required by the COUNTY. A detailed invoice shall include copies of all related invoices and substantiating receipts; a completed SBE reporting form; and/or other documentation for any charges incurred. Where pre-authorization is required by the County, a copy of the written pre-authorization of the County will be included with the invoice where those charges are submitted. 1. Invoices shall be submitted to: _FMD-AccountsPayable@mail.maricopa.gov with all required supporting documentation. Invoices should not be hand-delivered, mailed or otherwise transmitted. The ENGINEER's fee for contract administration services shall be due and payable monthly during the progress of the construction work, and shall be contingent upon receipt of ENGINEER's field reports. The ENGINEER shall be limited to a maximum total fee of Two Million Dollars ($2,000,000.00) for all work on all projects assigned under this Agreement during the term of this contract. This shall include fees for both basic, additional services, and reimbursable expenses for all projects assigned to the ENGINEER during the term of the contract. Payment for additional services as authorized by the COUNTY shall be made upon completion of the additional services and upon receipt of a detailed invoice and request for payment. If the PROJECT is abandoned or suspended in whole or in part, for a period of more than 180 days through no fault of the ENGINEER, the ENGINEER is to be paid for the services actually performed in accordance with ARS Section 34-104.F, but not for any services not actually performed. No deductions shall be made from the ENGINEER's compensation on account of retainage withheld from payments to Contractors. SECTION VI - PROJECT CONSTRUCTION BUDGET AND COST ESTIMATES A. Until such time as construction bids have been received for the PROJECT, the ENGINEER shall treat the PROJECT Construction Budget and all estimates of construction cost as confidential information. Under no circumstances shall the ENGINEER cause the publication of the PROJECT Construction Budget or construction cost estimates or reveal same to anyone other than authorized COUNTY personnel. To help ensure that the PROJECT is under budget, the ENGINEER shall include, as part of the bid package, additive alternates which represent up to 10 percent of the PROJECT construction budget and do not materially affect the basic function, operation, or design intent of the facility. The ENGINEER will identify and make recommendations on the various alternates, but acceptance of any or all of the alternates will be the sole responsibility of the COUNTY. The successful construction bid as herein referenced, means the bid amount submitted by the Contractor actually awarded the PROJECT by the Board of Supervisors and shall include the cost for all work designed or specified by the ENGINEER. Over-Budget Bids. In the event a PROJECT is bid and the lowest responsible bid is higher than the COUNTY construction budget amount for the specific project, the COUNTY may reject all bids or appropriate such additional moneys as are necessary to award the bid. In the event the COUNTY elects to reject all bids, the COUNTY may direct the ENGINEER to revise the drawings, plans, and specifications at no additional expense to the COUNTY in order to obtain a bid for construction not exceeding the construction budget amount. TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 8 SECTION VII - ENGINEER'S ACCOUNTING RECORDS A. Records of the ENGINEER's direct personnel payroll, and reimbursable expense pertaining to the PROJECT and accounts between the COUNTY and ENGINEER shall be kept on a generally recognized accounting basis for a period of no less than nine years after final completion of the PROJECT and shall be available to the COUNTY (on reasonable notice) for examination during normal business hours. SECTION VII - TERMINATION OF AGREEMENT A. The COUNTY and the ENGINEER hereby agree to the full performance of the covenants herein, except that the COUNTY reserves the right, at its discretion, to terminate or abandon the service provided for in this Agreement, or abandon any portion of the ENGINEER's services or portion of the PROJECT for which services have been performed by the ENGINEER. B. In the event the COUNTY shall abandon the services, or any part of the services, as herein provided, the COUNTY shall notify the ENGINEER in writing, and immediately after receiving such notice, the ENGINEER shall discontinue advancing the work under this Agreement. Notification shall be made in writing to the ENGINEER's principal place of business. C. Upon such termination or abandonment, the ENGINEER shall appraise the work completed and submit his appraisal to the COUNTY for evaluation. The COUNTY shall have the right to inspect the ENGINEER’s work to appraise the work completed. D. Except when terminated for delinquency, insolvency, or non-compliance with the terms of this Agreement, the ENGINEER shall receive as compensation for services performed to the date of such termination, a fee for the percentage of the ENGINEER's services as provided in this Agreement under Section V, and that fee shall be in the amount to be agreed mutually by the ENGINEER and the COUNTY. If there is no mutual agreement, the COUNTY will use the same method used for "Additional Services" as a guide in the final determination. In no event, however, shall the fee exceed that set forth in Section VI of this document. The ENGINEER will not be paid for any services not actually performed. SECTION IX - OWNERSHIP OF DOCUMENTS A. The ENGINEER may retain ownership of original drawings, plans, specifications, and related documents, however, the COUNTY shall have ownership of the reproducible, specifications and other contract documents as referred to in Section I, paragraph 3, and Section I, paragraph 6, which are to be delivered to the COUNTY before the final payment is made to the ENGINEER. The COUNTY will not reuse, alter or modify these reproducibles for other construction projects without first soliciting consultation from the ENGINEER. In the event such documents are used without further consultation from the ENGINEER, the COUNTY agrees to hold the ENGINEER harmless from any claim arising from the reuse of these documents for subsequent construction work. SECTION X - GENERAL CONSIDERATIONS A. The use of words "he,” "himself,” “his,” or other terms of masculine gender are intended to apply to both genders, whether male or female. B. All services provided by the ENGINEER under this Agreement shall be performed by employees, agents or Consultants of the ENGINEER who are experienced and skilled in their profession and shall be performed in accordance with the standards of care and workmanship in their profession. The ENGINEER's findings, recommendations and professional advice shall be based on practices and procedures customarily applied in TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 9 his profession. The ENGINEER shall be solely responsible for the completeness and accuracy of his drawings, plans, specifications, supporting data and documents prepared or complied by either his staff or his Consultants in fulfillment of this Agreement. C. The ENGINEER shall make no agreements with his Consultants which abridge, modify or conflict with the requirements of this Agreement. D. The ENGINEER shall require each Consultant, by an appropriate written agreement, of the extent of the services to be performed by the Consultant on the PROJECT, to be bound to the ENGINEER by the terms of this Agreement, and to assume toward the ENGINEER all the obligations and responsibilities which the ENGINEER, by this Agreement, assumes with the COUNTY. Said agreement shall preserve and protect the rights of the COUNTY under this Agreement with respect to the services to be performed by the Consultant so that the Consulting Services thereof will not prejudice such rights and shall allow to the Consultant, unless specifically proved otherwise in the ENGINEER-CONSULTANT agreement, the benefits of all rights, remedies and redress against the ENGINEER, that this ENGINEER, by this Agreement, has against the COUNTY. Where appropriate, the ENGINEER shall require each Consultant to enter into similar agreements with his sub-consultants. The ENGINEER shall make available to each proposed Consultant prior to the execution of the ENGINEER-CONSULTANT written agreements, copies of this Agreement to which the Consultant will be bound by this paragraph, and identify to the Consultant any terms and conditions of the proposed ENGINEER-CONSULTANT written agreement which may be at variance with this Agreement. Each Consultant shall similarly make copies of this Agreement available to his sub- consultants. E. During the course of PROJECT construction, should any defects be revealed which would adversely affect the appearance or function of the PROJECT and which are the result of errors, omissions, or inconsistencies in the drawings and specifications prepared by the ENGINEER, the ENGINEER shall, at his expense, modify these drawings and specifications to resolve the defective conditions to the satisfaction of the COUNTY without additional compensation. SECTION XI —- INDEMNIFICATION AND INSURANCE A. INDEMNIFICATION - To the fullest extent permitted by law, ENGINEER shall defend, indemnify, and hold harmless COUNTY, its agents, representatives, officers, directors, officials, and employees from and against all claims, damages, losses and expenses, including, but not limited to, attorney fees, court costs, expert witness fees, and the cost of appellate proceedings, relating to, arising out of, or alleged to have resulted from the negligent, reckless, or intentionally wrongful acts, errors, omissions or mistakes of the ENGINEER, his agents, representatives, employees, or consultants related to the performance of the Contract. ENGINEER’s duty to defend, indemnify and hold harmless COUNTY, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of property, including loss of use resulting therefrom, caused by the referenced acts, errors, omissions or mistakes in the performance of this Contract including those made by any person for whose acts, errors, omissions or mistakes ENGINEER may be legally liable. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. B. INSURANCE REQUIREMENTS - ENGINEER, at ENGINEER's own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of COUNTY. The form of any insurance policies and forms must be acceptable to COUNTY. TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 10 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of COUNTY, constitute a material breach of this Contract. ENGINEER’s insurance shall be primary insurance as respects COUNTY, and any insurance or self- insurance maintained by COUNTY shall not contribute to it. Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the COUNTY’S right to coverage afforded under the insurance policies. The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to COUNTY under such policies. ENGINEER shall be solely responsible for the deductible and/or self- insured retention and COUNTY, at its option, may require ENGINEER to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. COUNTY reserves the right to request and to receive, within 10 working days, certified copies of any or all of the herein required insurance policies and/or endorsements. COUNTY shall not be obligated, however, to review such policies and/or endorsements or to advise ENGINEER of any deficiencies in such policies and endorsements, and such receipt shall not relieve ENGINEER from, or be deemed a waiver of COUNTY’S right to insist on strict fulfillment of ENGINEER’s obligations under this Contract. The insurance policies required by this Contract, except Workers’ Compensation, and Errors and Omissions, shall name COUNTY, its agents, representatives, officers, directors, officials and employees as Additional Insureds. The policies required hereunder, except Workers’ Compensation, and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against COUNTY, its agents, representatives, officers, directors, officials and employees for any claims arising out of ENGINEER’S work or service. C. ENGINEER is required to procure and maintain the following coverages: 1. Commercial General Liability. Commercial General Liability insurance and, when necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000 Personal/Advertising Injury, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for bodily injury, broad form property damage, and blanket contractual coverage, and shall not contain any provision that would serve to limit third party action over claims. There shall be no endorsement or modification of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. Automobile Liability. Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $2,000,000 each occurrence with respect to any of the ENGINEER’s owned, hired, and non-owned vehicles assigned to or used in performance of the ENGINEER’s work or services under this Contract. Workers’ Compensation. Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of the ENGINEER’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 11 ENGINEER waives all rights against COUNTY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this Agreement. 4. Errors and Omissions (Professional Liability) Insurance. Errors and Omissions (Professional Liability) insurance and, if necessary, Commercial Umbrella insurance, which will insure and provide coverage for errors or omissions or professional liability of the ENGINEER, with limits of no less than $2,000,000 for each claim. D. COVERAGES Commercial General Liability $2,000,000 Each Occurrence $2,000,000 Personal & Advertising Injury $4,000,000 General Aggregate $4,000,000 Products/Completed Operations Automotive Liability $2,000,000 Each Occurrence Workers’ Compensation $1,000,000 Each Accident $1,000,000 Disease for Each Employee $1,000,000 Disease Policy Limit Errors and Omissions $2,000,000 Each Claim E. CERTIFICATES OF INSURANCE - Prior to commencing work or services under this Contract, ENGINEER shall furnish COUNTY with Certificates of Insurance in a form acceptable to COUNTY, or formal endorsements as required by the Contract in the form provided by the County, issued by ENGINEER’S insurer(s), as evidence that policies providing the required coverages, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. 1. Inthe event any insurance policy(ies) required by this contract is(are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of ENGINEER’S work or services and as evidenced by annual Certificates of Insurance. 2. Ifa policy does expire during the life of the Contract, a renewal certificate must be sent to COUNTY fifteen (15) days prior to the expiration date. F. CANCELLATION AND EXPIRATION NOTICE - Insurance required herein shall not expire, be canceled, or materially changed without thirty (30) days prior written notice to COUNTY. SECTION XII - SUCCESSORS AND ASSIGNS A. The COUNTY and the ENGINEER each binds himself, his partners, successors, assigns, and legal representatives to the other party to this Agreement and to the partners, successors, assigns, and covenants of this Agreement. Neither the COUNTY nor the ENGINEER shall assign, sublet, or transfer his interest in this Agreement without the written consent of the other. In no event shall any contractual relation be created by this Agreement between any third party and the COUNTY. In the event ENGINEER changes the name of the firm to which this contract has been awarded, it is incumbent upon ENGINEER to request COUNTY through the Procurement Officer to prepare the appropriate agreement to reflect the ENGINEER’s name change. In the event ENGINEER chooses not to change its name for work accomplished through this awarded contract, ENGINEER will issue all payments on the letterhead of the firm contracted with the TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 12 COUNTY under this contract. Failure to comply may result in the invoices of ENGINEER being refused, which will result in a delay of payment to ENGINEER at no additional cost to COUNTY. SECTION XIII - NO KICK-BACK A. The ENGINEER warrants that no person has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, and that no member of the Board of Supervisors, or any employee of Maricopa County has any interest, financial or otherwise with the ENGINEER and his firm. B. For breach or violation of this warrant, Maricopa County shall have the right to annul this Agreement without liability, or at its discretion to deduct from the Agreement prior to consideration, the full amount of such commission, percentage, brokerage, and contingent fee. 1. This Agreement and its Notice to Proceed and any addendums thereto shall be subject to ARS Section 38-511. SECTION XIV - NONDISCRIMINATION, EQUAL EMPLOYMENT OPPORTUNITY, & AMERICANS WITH DISABILITIES; SMALL BUSINESS ENTERPRISE POLICY A. This Contract is made in accordance with and subject to the provision of all applicable laws, statutes, ordinances, rules, regulations, executive orders and codes. To the extent required by applicable law, each party hereto shall comply and require its Subcontractors and suppliers to comply with all then applicable federal, state of Arizona and local nondiscrimination laws, rules, regulations, ordinances and executive orders, including, without limitation, the Civil Rights Act of 1964, the Age Discrimination in Employment Act and the Americans with Disabilities Act, as they may be amended, modified, codified, supplemented or repealed from time to time. B. It is Maricopa County’s policy to provide Small Business Enterprises (SBE) with the opportunity to participate in the County’s solicitation process and to be considered to fulfill the requirements for various commodities and services. This contract has no requirement for utilization of SBEs, however it does require that utilization of SBE firms by ENGINEER be reported for tracking by the County. A full description of the County’s SBE program and the contractual requirements are attached hereto and incorporated herein by reference in Exhibit C. C. CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009- 09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona’s website http://www.azgovernor.gov/dms/upload/EO_2009_09.pdf which is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, CONTRACTOR shall not discriminate against any employee, client or any or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. SECTION XV - INDEPENDENT CONTRACTOR A. ENGINEER is an independent ENGINEER under this Agreement. Services provided by ENGINEER pursuant to this Agreement shall be subject to the supervision of ENGINEER. In providing such services, neither ENGINEER nor its agents shall act as officers, employees, or agents of the COUNTY. This Agreement shall not constitute or make the parties a partnership or joint venture. The COUNTY is not responsible for any debt, default, act or omission of the ENGINEER. SECTION XVI - CONFLICTS TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 13 Neither ENGINEER nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with ENGINEER’s loyal and conscientious exercise of judgment related to its performance under this Agreement. ENGINEER agrees that none of its officers or employees shall, during the term of this Agreement, serve as an expert witness against COUNTY in any legal or administrative proceeding in which he or she is not a party, unless compelled by court process. Further, ENGINEER agrees that such persons shall not give sworn testimony or issue a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of COUNTY in connection with any such pending or threatened legal or administrative proceeding. The limitations of this section shall not preclude ENGINEER or any other persons from representing themselves in any action or in any administrative or legal proceeding. In the event ENGINEER is permitted to utilize sub-consultants to perform any services required by this Agreement, ENGINEER agrees to prohibit such sub-consultants, by written contract, from having any conflicts within the meaning of this section. SECTION XVII - CONTINGENCY FEE A. ENGINEER warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for ENGINEER, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for ENGINEER, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For a breach or violation of this provision, COUNTY shall have the right to terminate this Agreement without liability at its discretion, or to deduct from the Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. SECTION XVIII - MATERIALITY AND WAIVER OF BREACH A. COUNTY and ENGINEER agree that each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. COUNTY’S failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deem a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. SECTION XIX - COMPLIANCE WITH LAWS A. ENGINEER shall comply with all federal state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement. TERM ENGINEERING SERVICES CONTRACT SERIAL NO, 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 14 SECTION XX - SEVERANCE A. In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless COUNTY or ENGINEER elects to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final. SECTION XXI - JOINT PREPARATION A. The parties acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. SECTION XXII - PRIORITY OF PROVISIONS A. If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. SECTION XXIM - APPLICABLE LAW AND VENUE A. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Arizona. Venue for litigation or any proceedings concerning this Agreement shall be in Maricopa County, Arizona. SECTION XXIV - AMENDMENTS A. No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement and executed by the COUNTY and ENGINEER. B. All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County SECTION XXV - PRIOR AGREEMENTS A. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless set forth in writing in accordance with Section XXIV above. TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 15 SECITON XXVI - DRUG-FREE WORKPLACE A. Itis a requirement of COUNTY that it enter into contracts only with firms that certify the establishment of a drug free work place. Execution of this Agreement by ENGINEER shall serve, as ENGINEER’s required certification that it either has or that it will establish a drug free work place. SECTION XXVII - INCORPORATION BY REFERENCE A. The truth and accuracy of each “Whereas” clause set forth herein is acknowledged by the parties. The attached Exhibits are incorporated into and made a part of this Agreement. SECTION XXVIII - LEGAL WORKER REQUIREMENTS A. As required by Arizona Revised Statutes §41-4401, the COUNTY is prohibited after September 30, 2008 from awarding a contract to any service or construction ENGINEER who fails, or whose sub-contractors fail, to comply with Arizona Revised Statutes § 23-214-A. The ENGINEER warrants that it complies fully with all federal immigration laws and regulations that relate to its employees, that it shall verify, through the employment verification pilot program as jointly administered by the U.S. Department of ‘Homeland Security and the Social Security Administration or any of its successor programs, the employment eligibility of each employee hired after December 31, 2007, and that it shall require its sub-contractors and sub-sub-contractors to provide the same warranties to the ENGINEER. The ENGINEER acknowledges that a breach of this warranty by ENGINEER or by any sub-contractor or sub-sub-contractor under this Contract shall be deemed a material breach of this Contract, and is grounds for penalties, including termination of this Contract, by Maricopa County. Maricopa County retains the right to inspect the records of any ENGINEER, sub- contractor and sub-sub-contractor employee who performs work under this Contract, and to conduct random verification of the employment records of the ENGINEER and any sub-contractor and sub-sub-contractor who works on this Contract, to ensure that the ENGINEER and each sub-contractor and sub-sub-contractor is complying with the warranties set forth above. ENGINEER shall be responsible for all costs associated with compliance with this requirement. SECTION XXIX — ATTACHMENTS Exhibit A — Project Services Exhibit B — Hourly Rates Exhibit C —- SBE Reporting Form Exhibit D — Legal Worker Statement (from Statement of Qualifications) Exhibit E — Alternative Dispute Resolution SECTION XXX - NOTICES Notices: All notice to be given hereunder shall be in writing, and may be given by depositing the same in the United States mail addressed to the party to be notified, postpaid, return receipt requested or by delivering the same n person to such party with written receipt of acknowledgement of delivery by a person at the address(s) set forth below. All notices to be given to the parties hereto shall be sent to or made to the addresses shown below. The place for giving notice shall remain the same as set forth herein unless changed in the manner provided in this Section. Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States mail, postage prepaid, return receipt requested, or by hand-delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 16 place last specified. The place for giving notice shall remain the same as set forth herein until changed in writing in the manner provided in this Section. For the present, the parties designate the following: Charles Jones, Director Facilities Management Department Maricopa County 401 W. Jefferson St. Phoenix, Arizona 85003 AND Kevin Tyne, Chief Procurement Officer Office of Procurement Services Maricopa County 320 W. Lincoln Street Phoenix, Arizona 85003 AND TO DESIGN PROFESSIONAL: Gerald Katafiasz, Vice President LSW Engineers Arizona,Inc. 2333 W Northern Av #9 Phoenix, AZ 85021 SECTION XXXI - CLAIMS AND DISPUTE RESOLUTION A. Notice Prior to Execution of Work. If the ENGINEER wishes to make Claim for any increase in the Project Cost, written notice must be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangered life or property. If the ENGINEER believes additional cost is involved for reasons including but not limited to (1) a written interpretation from the design, an order by the OWNER to stop the Work where the ENGINEER was not at fault, (2) other reasonable grounds, a Claim shall be filed in accordance with this Section. Fourteen Days After Occurrence. If the ENGINEER wishes to make a Claim for an increase in the Project Cost, the ENGINEER shall give the OWNER written notice thereof within fourteen (14) days after the occurrence of the event giving rise to such Claim or within fourteen (14) days after the ENGINEER should have recognized, in the exercise of due diligence, the condition giving rise to such Claim. The ENGINEER shall provide such notice before proceeding to perform the Work. Any Claim with respect to an emergency shall be made not later than five (5) days after occurrence of the emergency as to which the Work was performed. Waiver of Claim for Additional Cost. Failure to give notice of a Claim for an increase Project Cost in strict compliance with the requirements of this Section shall constitute a waiver of such Claim. Notwithstanding anything to the contrary provided elsewhere in the Contract, the alternative dispute resolution (“ADR”) process provided for in as Exhibit E (attached hereto and incorporated herein by this reference) shall be the exclusive means for resolution of claims or disputes arising under this Contract. TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 17 SECTION XXXII - CONTRACT EXECUTION This Agreement shall be in full force and effect only when the Board of Supervisors of Maricopa County, Arizona has approved it, and when executed by the Chairman of the Board of Supervisors. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first above written, in counterparts, each of which shall without proof or accounting for the other counterparts, be deemed an original Contract. SECTION XXXIII- UNIFORM ADMINISTRATIVE REQUIREMENTS: When applicable and by entering into this Contract the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter I, PART 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 18 Term Ejectrical and Mechanical Engineering Services Facilities Management . 220062-ROQ Wy i 08.08.2022 Principal (Signaturey/ Date LSW Engineers, Arizona, Inc. #86-0173957 Firm Name Federal Tax Identification Number Gerald E Katafiasz, PE RCDD 92531 Printed Name NIGP Commodity Code (Advantage) Net 30 Vendor Payment Terms COUNTY OF MARICOPA, ARIZONA RECOMMENDED BY: ACCEPTED AND APPROVED: Department Head Date Chairman, Board of Supervisors Date ATTEST: Clerk of the Board Date LEGAL REVIEW: Approved as to form and within the powers and authority granted under the laws of the State of Arizona to Maricopa County. By: Deputy County Attorney Date: TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 19 EXHIBIT A - PROJECT SERVICES Facilities Management Department MARICOPA COUNTY, ARIZONA 3 TERM ENGINEERING SERVICES CONTRACT SERIAL # 220062-ROQ CONTRACT NO.: 220062-ROQ I- GENERAL A. This exhibit lists the range of requirements, which may become part of any PROJECT for which the ENGINEER provides professional services. The actual service requirements will vary with each PROJECT. The ENGINEER and COUNTY will meet and review the scope of work for each PROJECT completed under terms of this contract and the COUNTY will identify which services it requires of the ENGINEER. Based upon the scope of work and the required services the ENGINEER shall prepare his proposal, which shall include a design phase schedule. That schedule shall include: design by phases; owner and stakeholder responses thereto (included in the times set); and permitting. The schedule will then be updated and delivered electronically every two (2) weeks. B. All services listed herein may not be required for a project completed by the ENGINEER. The COUNTY reserves the right to request additional services not listed here from the ENGINEER if required to complete the work, and to direct that any listed services not be performed. C. ENGINEER shall send documents that are to be delivered to the COUNTY to the COUNTY’s contract vendor for printing, unless otherwise approved in writing by the COUNTY. The COUNTY will be billed directly for these printing costs. II - PRE-DESIGN SERVICES PHASE A. The ENGINEER shall work with the Owner to develop a scope of work, phases, schedule and budget for a specific project. These services shall include programming, space schematics and flow diagrams, survey of existing facilities, marketing studies, economic feasibility studies, project financing studies, etc. The ENGINEER shall incorporate COUNTY space and graphic standards, and shall develop a program for a specific project. B. After completion of the pre-design services, the ENGINEER shall present these documents to the COUNTY for review, comments, and approval. The COUNTY shall have the right to make changes on review at no cost to the COUNTY as long as the original PROJECT scope is not materially affected C. The ENGINEER shall present, at the request of the COUNTY, the pre-design documents to the Maricopa County Facilities Management Department Review Committee and/or County Board of Supervisors. Il - SCHEMATIC DESIGN PHASE A. The ENGINEER shall provide a preliminary evaluation of the program requirements and the PROJECT budget constraints, each in terms of the other, then review with the COUNTY any inconsistencies evident between these program requirements and the budgetary limitations. B. Based upon the mutually agreed PROJECT program and budget requirements, the ENGINEER shall prepare schematic design studies leading to the recommended design concept together with a general description of the PROJECT in terms of its scale and interrelationship of parts. The ENGINEER shall submit four (4) sets TERM ENGINEERING SERVICES CONTRACT SERIAL NO. 220062-ROQ Term Electrical and Mechanical Engineering Services FMD Page 20