CONTRACT 2020C004 NORTH PEORIA.PDF

CONTRACT
FCD 2020C004

NORTH PEORIA AREA DRAINAGE MASTER
STUDY/PLAN UPDATE ON-CALL

CONTRACT FCD 20200004
NORTH PEORIA AREA DRAINAGE MASTER STUDY/PLAN UPDATE - ON-CALL

TABLE OF CONTENTS

SECTION | - SERVICES OF THE CONSULTANT ......c.csccsceseneseeeeeeneaeeneneesenenaanonna 3

SECTION il - WORK ASSIGNMENTS AND PERIOD OF SERVICES. .........c2.:c:csseeeens 3
SECTION Ill ~ PAYMENTS TO THE CONSULTANT... ..cccccsseeessseesseeneeeeevaneaceeseaneees 4
SECTION IV — THE DISTRICT’S RESPONSIBILITIES..........0cccsseeseeeeuseuneaseeenereeeeeeee 5
SECTION V — ALTERATIONS IN THE SCOPE OF WORK.....ccccssenneeeneteeeaeeseeeeeesnnes 6
SECTION VI — RECORDS 1... ce ccsssesessseeesvasevuaeeeeveeeueseeeeesseseaseaecesenarpaneenaaeeeasesens 7
SECTION Vil - CONTRACT/WORK ASSIGNMENT COMPLETION........00.::c::cccesneener 7

SECTION VIII - TERMINATION

SECTION XV — CERTIFICATION REGARDING DEBARMENT AND SUSPENSION...... 13

SECTION XVI — CERTIFICATION REGARDING LOBBYING............ccccseeesreseeeereneee 14
SECTION XVII — ANTI-DISCRIMINATION PROVISION. .....0....::cccsssseesteeeeeeeeneeeeiee 15
SECTION XVIII - SMALL BUSINESS ENTERPRISE (SBE) PROGRAM........22.::scerece 15
SECTION XIX ~ INDEMNIFICATION 16
SECTION XX — INSURANCE REQUIREMENTS............c::cccceersesererenseesaeeeaeeeeae eats 16
SIGNATURE PAGE... .:cccsecseueseeesenreeuseeeeae sea ceanveeaaagveaeeesaseeeeeseaseceeasantneeseesaaaenes 20
ATTACHMENTS AND EXHIBITS......cccssecsveestesssvees cues eseeeeesseeeeeceasesanecesuneaaneenaageee 21

Attachment 1 — Certificate of Performance & Payments of Claims
Attachment 2 — Certificate of Insurance
Attachment 3 — Maricopa County SBE Reporting Form

Exhibit A —- General Scope of Work

Exhibit B ~ Fee Schedules

Contract 20200004 Page 2 of 24

CONTRACT FCD 20200004
NORTH PEORIA AREA DRAINAGE MASTER STUDY/PLAN UPDATE - ON-CALL

Pursuant to the provisions of the Arizona Revised Statutes (A.R.S.) § 48-3603, the Board of
Directors of the Flood Control District of Maricopa County has the authority to enter into

contracts.

The Flood Control District of Maricopa County, Arizona, hereinafter the “District”, is desirous of
having On-Call Services for North Peoria Drainage Master Study/Plan Update performed for
those services more fully described in Exhibit A, General Scope of Work, and Exhibit B, Fee
Schedule, attached; Stantec Consulting Services, Inc., hereinafter called “Consultant”, with its
principal offices located at 3133 West Frye Road Suite 300 Chandler, AZ. 85226 is desirous of

performing said services.

THEREFORE, the parties hereto mutually agree as follows:

The District’s authorized representative shall be the Project Manager or his/her duly authorized

representative, hereinafter the “Agent”.

SECTION I—SERVICES OF THE CONSULTANT

The Consultant, under the general supervision of the Agent, shall perform Area Drainage
Master Study/Plan Update Services as necessary for the North Peoria Area Drainage Master
Study Plan Update On-Call contract according to the directions and designated standards of
the District, in accordance with Exhibit A, General Scope of Work and Exhibit B, Fee Schedule,
and only as authorized and directed through Contract Work Assignments.

The Consultant shall meet periodically with the Agent so as to keep the District informed of the

progress of the work in accordance with each Work Assignment.

SECTION il— WORK ASSIGNMENTS AND PERIOD OF SERVICE

Within the guidelines set forth in Exhibit A, General Scope of Work, a detailed scope of work will
be developed for each Work Assignment and incorporated herein by reference.

Contract 2020C004 Page 3 of 24

The amount of work requested during the life of the contract is unknown; the least amount being
zero and the maximum amount being limited to the "not-to-exceed" amount of the contract.

A Not to Exceed fee will be negotiated for each Work Assignment consistent with Exhibit B, Fee
Schedule.

The Consultant shall complete all work in accordance with the provisions of Exhibit A, General
Scope of Work and the detailed Scope of Work as negotiated for each specific Work
Assignment. Performance of a Work Assignment shall commence only upon receipt of the
Agent's written Notice to Proceed; any work or materials furnished by the Consultant without
such written authorization first being given shall be at Consultant’s own risk, cost, and expense,
and Consultant hereby agrees to make no claim for compensation for such work or materials

furnished,

Work Assignments under this Contract may include “Optional Tasks”, which will be explicitly
identified as such in the Work Assignment Detailed Scope of Work. The Consultant must obtain

the Agent’s written authorization prior to initiating any Optional Task.

All work initiated under this Contract must be completed on or before the expiration date of the
Contract, and on or before the expiration date of the subject Work Assignment. The DISTRICT
shall have the authority to extend the term of this Contract for such period of time as deemed

necessary for the Project.

This Contract shall be effective for seven hundred thirty (730) calendar days from the date of its
execution with the option to renew at the Districts discretion or until the Contract amount of
seven hundred fifty thousand dollars and zero cents, ($750,000.00), is expended, whichever

occurs first.

SECTION III—PAYMENTS TO THE CONSULTANT

The Consultant shall be paid a fee not-to-exceed seven hundred fifty thousand dollars and zero
cents, ($750,000.00), for work under this Contract in accordance with the General Scope of
Work.

Contract 2020C004 Page 4 of 24

The District shall make final payment to the Consultant for each Work Assignment upon
satisfactory completion and acceptance by the District, provided the Consultant returns the
executed Work Assignment Certificate of Performance furnished by the Agent. Should an
assignment require more than thirty (30) days to complete, the Consultant may invoice progress
payments based on District approved monthly progress reports and subject to the limitations set
forth in the Detailed Scope of Work negotiated for the Work Assignment.

Not-to-exceed Work Assignments will be paid on the basis of actual hours worked and actual
costs incurred, per schedules attached under the Work Assignment. The negotiated hourly rate
shall be paid for all labor performed on the Contract that meets the labor classification specified
in the Contract. Should an employee perform work associated with a labor classification above
or below that of the employee’s actual classification, whichever rate is lower will be used for
payment. Should a labor classification’s rate represented on a Work Assignment schedule differ
from that rate represented on the Contract Exhibit B Fee Schedule, the lowest rate will apply.

With each request for payment, the Consultant shall complete and provide the “Maricopa
County Smali Business Enterprise Program Participation Reporting Form” which is included with

this Contract document.

A Certificate of Performance will be provided with each Work Assignment. Upon Completion of
each Work Assignment, the Consultant will furnish to the District that Certificate of Performance,
fully executed. Upon completion of all Work Assignments under this Contract, the Consultant
will furnish to the District an executed Contract Certificate of Performance (Attachment 1).

SECTION IV—THE DISTRICT’S RESPONSIBILITIES

The District shall furnish the Consultant, at no cost to the Consultant, the following information

or services for each Work Assignment:

A. One copy of on-hand maps, records, survey ties, benchmarks, or other data pertinent to the
Work Assignment. This does not, however, relieve the Consultant of the responsibility of
searching records for additional information, for requesting specific information, or for
verification of that information provided. The District does not warrant the accuracy or

comprehensiveness of any such information.

Contract 2020C004 Page 5 of 24

B. All available information and data relative to policies, standards, criteria, studies, etc.
impacting the Work Assignment as identified by the Consultant.

C. Available staff for consultation with the Consultant during the performance of studies and
plan development in order to identify the problems, needs, and other functional aspects of

the Work Assignment.

D, Prompt examination of documents submitted by the Consultant and rendering of decisions
pertaining thereto in order to avoid unreasonable delay in the progress of the work by the
Consultant. The District will keep the Consultant advised concerning the progress of the

District’s review of work.

SECTION V—ALTERATION IN SCOPE OF WORK

This Contract and Work Assignments issued under this Contract may be amended by mutual

written agreement of the District and the Consultant.

Any alteration in the General Scope of Work that will result in a substantial change in the nature
of the Contract so as to materially increase or decrease the Contract fee will require negotiation
of an amendment to the Contract to be executed by the District and the Consultant; no work
shall commence on the change until the Contract amendment has been approved by the District
and the Consultant has been notified to proceed by the Agent. Any alteration in a Work
Assignment Detailed Scope of Work that will result in a substantial change in the nature of the
Work Assignment so as to materially increase or decrease the Work Assignment fee will require
negotiation of an amendment to the Work Assignment to be executed by the District; no work
shall commence on the change until the Work Assignment amendment has been approved by
the District and the Consultant has been notified to proceed by the Agent. Redistributions of
resources, between negotiated Work Assignment tasks, that do not materially impact the total
Work Assignment fee shall require the Agent’s authorization.

It is distinctly understood and agreed that no claim for extra work done or materials furnished by
the Consultant will be allowed by the District except as provided herein, nor shall the Consultant
do any work or furnish any materials not covered by this agreement unless such work is first
authorized in writing by the District and in accordance with the Maricopa County Procurement

Contract 2020C004 Page 6 of 24

Code. Any such work or materials furnished by the Consultant without such written authorization
first being given shall be at Consultant’s own risk, cost, and expense, and Consultant hereby

agrees to make no claim for compensation for such work or materials furnished.

SECTION VI—-RECORDS

Records of the Consultant’s expenses pertaining to this Contract and records of accounts
between the District and the Consultant shall be kept by the Consultant on a generally
recognized accounting basis for six (6) years following final payment and shall be available
upon request to the District or its authorized representative for audit during normal business
hours. In the event that the Consuitant’s records do not support a charge incurred by the
District, the Consultant shall reimburse the District for the unsupported charge or provide

supporting documentation within thirty (30) days of notification.

SECTION VII—CONTRACT/WORK ASSIGNMENT COMPLETION

If, during the course of this Contract and/or a Contract Work Assignment, situations arise which
prevent completion within the allotted time for the Contract/Work Assignment, the Agent may
grant an extension. Any work or materials furnished by the Consultant outside the allotted
Contract/Work Assignment completion time (as extended, if applicable) shall be at the
Consultant’s own risk, cost, and expense, and Consultant hereby agrees to make no claim for

compensation for such work or materials furnished.

SECTION VIII—TERMINATION

The District may terminate this Contract at any time upon reimbursement to the Consultant of
expenses that include reasonable charges for time and material for the percentage of work

satisfactorily completed and turned over to the District.

The District reserves the right to postpone, terminate, or abandon this Contract for the
Consultant's failure to complete any Work Assignment on time, or failure to comply with the
provisions of the Contract. The District also reserves the right to terminate any or all parts of this

Contract for its own convenience as the District may determine at its sole discretion.

Contract 2020C004 Page 7 of 24

The District hereby gives notice that pursuant to A.R.S. § 38-511 “A” this Contract may be
canceled without penalty or further obligation within three (3) years after execution if any person
significantly involved in initiating, negotiating, securing, drafting, or creating a contract on behalf
of the District is, at any time while the contract or any extension of the contract is in effect, an
employee or agent of any other party to the contract in any capacity or a consultant to any other
party of the contract with respect to the subject matter of the contract. Cancellation under this
section shall be effective when written notice from the District Director is received by all of the
parties of the contract. In addition, the District may recoup any fee or commission paid or due to
any person significantly involved in initiating, negotiating, securing, drafting, or creating the
contract on behalf of the District from any other party to the contract arising as a result of the

contract.

The Consultant may terminate this Contract in the event of nonpayment of fees as specified in

Section Ill, Payments to the Consultant.

SECTION IX—-OWNERSHIP OF DOCUMENTS

A. All original documents including, but not limited to studies, reports, tracings, drawings,
physical and computer models, estimates, field notes, investigations, design analysis,
calculations, computer software, and specifications, prepared in the performance of this
Contract are to be and remain the property of the District and are to be delivered to the
Agent before final payment is made to the Consultant. The District will not reuse, alter or
modify these documents without noting such modifications, alterations, or intent of their
reuse, and will hold the Consultant harmless from any claims arising from such reuse,
modifications, or alterations of the documents. The Consultant may retain reproducible

copies of all such documents delivered to the District.

B. If the Consultant retains reproducible copies of all such documents delivered to the District,
the Consultant may not use those documents in regard to current or future claims or
litigation against the District brought by another party or parties unless the documents are
independently produced in accordance with a court order or procedural rules and notice of
such production is given to the District immediately and prior to their production.

Contract 2020C004 Page 8 of 24

C. Copies retained by the Consultant, sub-consultant(s), or any related entities are governed
by Arizona Law regarding the use of public records and may not be used for commercial
purpose without additional written permission from the District and the payment of all

applicable fees.

D. The District reserves the right to reuse, reproduce and distribute the documents as it sees
fit.

SECTION X—COMPLIANCE WITH LAWS

A. The Consultant is required to comply with all Federal, State, and local laws, local ordinances
and regulations. The Consultant’s signature on this Contract certifies compliance with the
provisions of the |-9 requirements of the Immigration Reform and Control Act of 1986 for all
personnel that the Consultant and any sub-consultants employ to complete any Work
Assignment. It is understood that the District shall conduct itself in accordance with the

provisions of the Maricopa County Procurement Code.

The Consultant warrants that it is in compliance with A.R.S. § 41-4401 and further

acknowledges:

(1) That the Consultant and its sub-consultants, if any, warrant their compliance with all
federal immigration laws and regulations that relate to their employees and their
compliance with A.R.S. § 23-214, subsection A; After December 31, 2007, every
employer, after hiring an employee, shail verify the employment eligibility of the
employee through the e-verify program and shall keep a record of the verification for the

duration of the employee's employment or at least three years, whichever is longer.

(2) That a breach of a warranty under Subsection (1) above, shail be deemed a material
breach of the Contract that is subject to penalties up to and including termination of the

Contracts;

(3) That the contracting government entity retains the legal right to inspect the papers of any
Consultant or sub-consultant employee who works on the Contract to ensure that the

Consultant or sub-consultant is complying with the warranty provided under Subsection

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(1) above and that the Consultant agrees to make all papers and employment records of
said employee(s) available during normal working hours in order to facilitate such an

inspection.

(4) That nothing herein shall make any consultant or sub-consultant an agent or employee

of the contracting government entity.

(5) The District may request verification of compliance for any Consultant or sub-consultant
performing work under the Contract. Should the District suspect or find that the
Consultant or any of its subcontractors are not in compliance, the District may pursue
any and all remedies allowed by law, including, but not limited to: suspension of work,
termination of the Contract for default, and suspension and/or debarment of the
Consultant. All costs necessary to verify compliance are the responsibility of the

Consultant.

(6) STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is
given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without
penalty or further obligation within three years after execution of the contract, if any
person significantly involved in initiating, negotiating, securing, drafting or creating the
contract on behalf of the County is at any time while the Contract or any extension of the
Contract is in effect, an employee or agent of any other party to the Contract in any
capacity or consultant to any other party of the Contract with respect to the subject
matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup
any fee or commission paid or due to any person significantly involved in initiating,
negotiating, securing, drafting or creating the contract on behalf of the County from any

other party to the contract arising as the result of the Contract.

SECTION XI—GENERAL CONSIDERATIONS

A. The Consultant shall furnish to the District for approval, the names of its key employees, and
of its sub-consultants and their key employees, to be used on the Work Assignment prior to
beginning the work under this Contract. Any subsequent changes are subject to the written

approval of the District.

Contract 20200004 Page 10 of 24

B. The Consultant shall perform, with its own firm, work amounting to fifty percent (60%) or
more of the total amount of the Contract value. Any deviation may be approved, in writing, at

the discretion of the Agent.

C. The failure of either party to enforce any of the provisions of this Contract or to require
performance of the other party of any of the provisions hereof shall not be construed to be a
waiver of such provisions, nor shall it affect the validity of this Contract or any part thereof, or

the right of either party to thereafter enforce each and every provision.

D. The Consultant shall be responsible for the cost of any additional design, field layout,
testing, construction and supervision necessary to correct those errors or omissions
attributable to the Consultant, and for any damage incurred by the District as a result of

additional construction costs caused by such Consultant errors or omissions.

E. The fact that the District has accepted or approved the Consultant’s work shall in no way

relieve the Consultant’s responsibility.

F. It is mutually understood and agreed that this Contract shall be governed by the laws of the
State of Arizona, both as to interpretation and performance. Any action at law, suit in equity,
or judicial proceeding for the enforcement of this Contract, or any provision thereof, shall be

instituted only in the courts of the State of Arizona.

G. When this Contract requires the Consultant to study specific geographic areas of Maricopa
County (including, but not limited to, floodplain delineations, watercourse master plans, area
drainage master studies, or any other site specific assignment), the Consultant agrees
during the term of this Contract and any extensions thereof that Consultant will not perform
similar services for any clients other than the District within that specific geographic area

without the written authorization and approval of the Director of the District.

H. The Consultant shall incorporate stormwater quality best management practices (BMPs) in

the design of the project and comply with the Maricopa County Stormwater Quality
Management and Discharge Contro] Regulation, the Maricopa County Drainage Policies

and Standards, and the Maricopa County Drainage Regulations, using guidance from the

Maricopa County Drainage Design Manual, Vol. Ill, Erosion Control.

Contract 2020C004 Page 11 of 24

|. The Consultant agrees that it, its principals, employees, sub-consuitants, agents and
assigns, shall not accept employment as consultants, expert witnesses or otherwise in any
pending or contemplated litigation against the District during the term of this Contract and
any extensions thereof without the written authorization and approval of the Director of the
District.

J. The Consultant agrees that it, its principals, employees, sub-consultants, agents and
assigns, shall not accept employment as consultants, expert witnesses or otherwise in any
future litigation against the District in regard to the subject matter of this Contract without the

written authorization and approval of the Director of the District.

K. It is understood that the District shall have the right to seek and obtain in any court of
competent jurisdiction an injunction to restrain a violation or alleged violation by the
Consultant, its principals, employees, sub-consultants, agents or assigns, of the provisions
of G., |, and J. of this section or of the provisions of B. of Section IX, and the right of action
for full damages at law, in addition to any other remedies provided by this Contract. In no
case shall a waiver by the District of the right to seek relief under this provision constitute a

waiver of any other or further violation.

SECTION XII—SUCCESSORS AND ASSIGNS

This Contract shall not be assigned by either party without prior written approval of the other
except that the Consultant may use in the performance of this Contract without prior approval of
the District, personnel or services of its related entities and affiliated companies as if they were
an integral part of the Consultant; and it shall extend to and be binding upon the heirs,

executors, administrators, successors and assigns of the parties hereto.

SECTION XIII—NO KICK-BACK CERTIFICATION

The Consultant warrants that no person has been employed or retained to solicit or secure this
Contract upon any agreement or understanding for a commission, percentage, brokerage, or
contingent fee; and that no member of the District's Board of Directors or any employee of the

District has any interest, financially or otherwise, in the Consultant’s firm.

Contract 2020C004 Page 12 of 24

For breach or violation of this warranty, the District shall have the right to annul this Contract
without liability or at its discretion to deduct from the Contract price or consideration, the full

amount of such commission, percentage, brokerage, or contingent fee.

SECTION XIV—INFLUENCE

As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence
an employee or agent to breach the Maricopa County Ethical Code of Conduct or breach any
ethical conduct, may be grounds for Debarment or Suspension under MC1-902.

An attempt to influence includes, but is not limited to:

1. A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or
educational passes or tickets, or any type valuable contribution or subsidy;

2, That is offered or given with the intent to influence a decision, obtain a contract, garner

favorable treatment, or gain favorable consideration of any kind.

If a Person attempts to influence any employee or agent of the District or Maricopa County, the
Maricopa County Chief Procurement Officer, or his designee, reserves the right to seek any
remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the

law, or any remedy provided by this Contract.

SECTION XV—CERTIFICATION REGARDING DEBARMENT AND SUSPENSION

The undersigned (authorized official signing for the Consultant) certifies to the best of his or her
knowledge and belief, that the Consultant, defined as the primary participant in accordance with
45 CFR Part 76, and its principals:

1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any Federal Department or agency;

2. Have not within 3-year period preceding this Contract been convicted of or had a civil
judgment rendered against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public (Federal, State or local)
transaction or contract under a public transaction; violation of Federal or State antitrust

Contract 2020C004 Page 13 of 24

statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of

records, making false statements, or receiving stolen property;

3. Are not presently indicted or otherwise criminally or civilly charged by a government entity
(Federal, State or local) with commission of any of the offenses enumerated in paragraph

(2) of this certification; and

4. Have not within a 3-year period preceding this Contract had one or more public transaction

(Federal, State or local) terminated for cause of default.

Should the Consultant not be able to provide this certification, an explanation as to why should
be attached to the Contact.

The Consultant agrees to include, without modification, this clause in all lower tier covered
transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered

transactions related to this Contract.

5. Written Certification Pursuant to A.R.S. § 35-393.01: If vendor engages in for-profit activity
And has 10 or more employees, and if this Agreement has a value of $100,000 or more,
VENDOR certifies it is not currently engaged in, and agrees for the duration of this
Agreement to not engage in, a boycott of goods or services from Israel. This certification does
not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50
U.S.C. § 4842.

SECTION XVI—CERTIFICATION REGARDING LOBBYING

The undersigned (authorized official signing for the Consultant) certifies, to the best of his or her

knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an office or employee
of an agency, a Member of Congress, or an employee of a Member of Congress in
connection with the awarding of any Federal contract, the making of any Federal grant, the
making of any Federal loan, the entering into of any cooperation agreement, and the

Contract 20200004 Page 14 of 24

extension, continuation, renewal, amendment, or modification of any Federal contract, grant,

loan or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency,
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this Federal contract, grant, loan, or cooperative agreement,
the undersigned shall complete and submit Standard Form-LLL, “Disclosure of Lobbying

Activities,” in accordance with it instructions.

3. The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, suggrants, and contracts
under grants, loans, and cooperative agreements) and that all subrecipients shall certify and
disclose accordingly. This certification is a material representation of fact upon which
reliance was placed when this transaction was made or entered into. Submission of this
certification is a prerequisite for making or entering into this transaction imposed by section
1352, title 31, U.S. Code. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such

failure.

SECTION XVII—ANTI-DISCRIMINATION PROVISION

The Consultant agrees not to discriminate against any employee or applicant for employment
because of race, religion, gender, age, disability, or national origin, and further agrees not to
engage in any unlawful employment practices. The Consultant further agrees to insert the

foregoing provisions in all subcontracts hereunder.

SECTION XVIII - SMALL BUSINESS ENTERPRISE (SBE) PROGRAM

The Maricopa County Small Business Enterprise (SBE) Program is incorporated by reference. It
is Maricopa County’s policy to provide small businesses the opportunity to participate in the
District’s solicitation process and to be considered to fulfill the requirement for various
commodities and services. No specific SBE participation percentage goal or dollar amount has

been established for this Contract.

Contract 2020C004 Page 15 of 24

SECTION XIX—INDEMNIFICATION

To the fullest extent permitted by law, the Consultant shall defend, indemnify, and hold harmless
the District, Maricopa County and their 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 acts, errors, omissions
or mistakes relating to the performance of this Contract. The Consultant's duty to defend,
indemnify, and hold harmless the District, Maricopa County, and their 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 there from, caused by any
negligent acts, errors, omissions, or mistakes in the performance of this Contract including any
person for whose negligent acts, errors, omissions, or mistakes the Consultant 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.

The scope of this indemnification does not extend to the sole negligence of the District.

SECTION XX—INSURANCE REQUIREMENTS

The Consultant, at the Consultant'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 the District. The form of any insurance policies and forms must be acceptable to
the District.

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 the District, constitute a material breach

of this Contract.

Contract 2020C004 Page 16 of 24

The Consultant’s insurance shall be primary insurance as respects the District and Maricopa
County, and any insurance or self-insurance maintained by the District or Maricopa 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 District'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 the District under such policies. The Consultant shall be solely
responsible for the deductible and/or self-insured retention and the District, at its option, may
require the Consultant to secure payment of such deductibles or self-insured retentions by a

surety bond or an irrevocable and unconditional letter of credit.

The District reserves the right to request and to receive, within ten (10) working days, certified
copies of any or all of the herein required insurance policies and/or endorsements. The District
shall not be obligated, however, to review such policies and/or endorsements or to advise the
Consultant of any deficiencies in such policies and endorsements, and such receipt shall not
relieve the Consultant from, or be deemed a waiver of the District’s right to insist on strict

fulfillment of the Consultant's obligations under this Contract.

The insurance policies required by this Contract, except Workers’ Compensation and Errors and
Omissions, shall name the District, Maricopa County, and their 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 the District,
Maricopa County and their agents, representatives, officers, directors, officials, and employees

for any claims arising out of the Consultant’s work or service.

REQUIRED INSURANCE COVERAGES

Commercial General Liability
Commercial General Liability insurance and, when necessary, Commercial Umbrella insurance

Contract 2020C004 Page 17 of 24

with a limit of not less than $2,000,000 for each occurrence, $2,000,000 Products/Completed
Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include
coverage for bodily injury, broad form property damage, personal injury, products, and
completed operations 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 Consultant’s owned, hired, and non-
owned vehicles assigned to or used in performance of the Consultant’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 Consultant'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. The
Consultant waives all rights against the District, Maricopa County, and their 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 the Consultant pursuant to this Contract.

Errors and Omissions Insurance

Errors and Omissions insurance and, when necessary, Commercial Umbrella insurance, which
will insure and provide coverage for errors or omissions of the Consultant, with limits of no less
than $2,000,000 for each claim.

Certificates of Insurance
Prior to commencing work or services under this Contract, the Consultant shall furnish the
District with Certificates of Insurance in a form acceptable to the District, or formal

Contract 20200004 Page 18 of 24

endorsements as required by the Contract in the form provided by the District, issued by the
Consultant’s insurer(s), as evidence that policies providing the required coverage’s, conditions,
and limits required by this Contract are in full force and effect. Such certificates shall identify this

Contract number and Contract title.

In the event any insurance policy(ies) required by this Contract is(are) written on a “claims
made” basis, coverage shall extend for two (2) years past completion and acceptance of the
Consultant's work or services and as evidenced by annual Certificates of Insurance.

lf a policy does expire during the life of the Contract, a renewal certificate must be sent to the

District fifteen (15) days prior to the expiration date.

Cancellation and Expiration Notice
Insurance required herein shall not expire, be canceled, or materially changed without thirty (30)

days prior written notice to the District.

Contract 20200004 Page 19 of 24

CONTRACT FCD 20200004
NORTH PEORIA AREA DRAINAGE MASTER STUDY/PLAN UPDATE - ON-CALL

IN WITNESS WHEREOF, the parties herein have executed this Contract.

STANTEC CONSULTING SERVICES, INC.

Principal (Signature)

Printed Name

Title

Date

Federal Tax Identification Number

FLOOD CONTROL DISTRICT OF MARICOPA COUNTY

RECOMMENDED BY: ACCEPTED AND APPROVED:

Michael A. Fulton, Director Date Chairman, Board of Directors 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 the Flood Control District of Maricopa County.

Flood Control District General Counsel Date

Contract 20200004 Page 20 of 24