220062 CONTRACT GLHN SIGNED BY FIRM.PDF

GLHN

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 Pagel

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

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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

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EXHIBIT A - PROJECT SERVICES 20

I - GENERAL 20
II - PRE-DESIGN SERVICES PHASE 20
II] - 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

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PROFESSIONAL SERVICES AGREEMENT

AGREEMENT BETWEEN MARICOPA COUNTY, ARIZONA, AND GLHN Architects & Engineers, 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 GLHN Architects & Engineers, 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

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representative and by the representatives of the COUNTY. A copy of these minutes shall be sent to, and
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. As a 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.

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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 III - 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,
CER Chapter 300-304, as applicable. All out of state travel expenses must be pre-approved by the
County in writing.

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.

SAIAAKRYN

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.

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.

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G.

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.

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.

The ENGINEER shall only be paid the actual amount charged to the ENGINEER by the original vendor for
Reimbursable Expenses.

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.

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.

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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-Budyvet 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.

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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 VIII - 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’ services or portion of the PROJECT for which
services have been performed by the ENGINEER.

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.

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.

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.

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

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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.

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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.

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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. In the 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

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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 XII - 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:/Avww.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 shal] 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

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Neither ENGINEER nor its employees shal] 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.
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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 XXIII - 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.

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SECITON XXVI - DRUG-FREE WORKPLACE

A. It isa 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 XXVIII - 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

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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:

R. Douglas Stingelin, Director of Mechanical Engineering
GLHN Architects & Engineers, Inc.

3636 N Central Av #160

Phoenix, AZ 85012

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.

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SECTION XXXH - 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 II, PART 200—-UNIFORM ADMINISTRATIVE REQUIREMENTS, COST
PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200

et seq.

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Term Electrica] and Mechanical Engineering Services Facilities Management

220062-ROQ

August 9, 2022

EO. ¥—~

Principal (Signature)

GLHN Architects & Engineers, Inc.
Firm Name

R. Douglas Stingelin
Printed Name

Net 30
Vendor Payment Terms

Date

86-0198285

Federal Tax Identification Number

92531
NIGP Commodity Code (Advantage)

COUNTY OF MARICOPA, ARIZONA

RECOMMENDED By:

Department Head 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
Term Electrical and Mechanical Engineering Services FMD

ACCEPTED AND APPROVED:

Chairman, Board of Supervisors Date

ATTEST:

Clerk of the Board Date

SERIAL NO, 220062-ROQ

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.

II -

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.

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.

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.
PRE-DESIGN SERVICES PHASE

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.

Afier 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

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.

Ill - 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.

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

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