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Form No. 10.03
A/E Services Contract
Revised December 17, 2023
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AGREEMENT FOR ARCHITECTURAL/ENGINEERING SERVICES
PROJECT NAME: Sunset and Sunrise Park Design
THIS Agreement is entered into as of this 20th day of October 2025, by and
between the Town of Wickenburg, Arizona, a municipal corporation, hereinafter referred to as
the “Town” and Willmeng Construction Inc., hereinafter referred to as the “A/E.”
FOR THE PURPOSE of providing professional architectural or engineering
services for the Town of Wickenburg on the Sunset and Sunrise Park Design Project, hereinafter
referred to as the “Project,” the Town and A/E do hereby mutually agree to the following:
1.
SERVICES AND RESPONSIBILITIES
1.1
Retention of the A/E. In consideration of the mutual promises contained in this
Agreement, the Town engages the A/E to render professional services set forth herein, in
accordance with all the terms and conditions contained in this Agreement.
1.2
Scope of Services. The A/E shall do, perform and carry out in a satisfactory and
proper manner the services set forth in this Agreement, including all exhibits (“Services”). The
specific scope of work for this Project is set forth in Exhibit A. At a minimum, construction
documents shall conform to the following standards: (i) all plans (of the same type) shall be
drawn at the same scale, (ii) the correct information shall be shown the least number of times,
(iii) all plans shall have the same orientation, (iv) consistent terminology shall be used between
the plans and specifications, (v) vague notes (such as “see architectural” or “see structural”) shall
be avoided and cross references shall be specific, (vi) match line locations shall be consistent in
all descriptions, (vii) wall sections on the same sheet shall be shown at relative elevations to each
other and (viii) references to “by others” shall be avoided and specific responsibilities shall be
set forth. Construction documents shall satisfy all applicable standards of the industry for
complete documents necessary to construct a fully operational and functional facility. A/E shall
take measures necessary to comply with this requirement prior to final submittal to the Town.
Incomplete items shall be completed by the A/E at its cost.
1.3
Responsibility of the A/E.
1.3.1
A/E hereby agrees that the specifications and Contract Documents prepared by
A/E will fulfill the purposes of the Project, shall meet all applicable code requirements and shall
comply with applicable laws and regulations. In addition, and not as a limitation on the
foregoing, such specifications and contract documents and all other documents prepared by A/E
shall be prepared in accordance with professional architectural or engineering standards, as
applicable. Any review or approval of said specifications and Contract Documents does not
diminish these requirements.
1.3.2
The Town’s construction budget for this Project is estimated to be $2.5–3 million
for the construction of Sunset Park ballfield and $8–10 million for the construction of Sunrise
Park. A/E shall tour the Project site and become familiar with existing conditions, including
Form No. 10.03
A/E Services Contract
Revised December 17, 2023
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utilities, prior to commencing the Services and notify Town of any constraints associated with
the Project site. During design, A/E shall maintain cost controls to deliver the Project within the
construction budget. A/E shall complete the Schematic, Design Development, and Construction
Documents, such that construction cost of the Project designed by A/E will not exceed the
construction budget and shall not proceed from one phase to another unless the budget for the
phase in is compliance with the construction budget or any approved revised construction
budget. If at anytime during the design of the Project it appears the cost of construction may
exceed the construction budget, A/E shall immediately notify Town. If the construction budget
is exceeded, A/E shall value engineer the Project at no additional cost to Town. As used herein,
“cost of construction” shall mean the total cost or estimated cost to the Town of all elements of
the Project designed or specified by A/E, but does not include the compensation of the A/E and
the A/E’s subcontractor or consultants.
1.3.3
If the Town retains a Construction Manager for the Project, A/E shall cooperate
with the construction manager during the design phase in the performance of constructability
reviews and value engineering studies. A/E shall incorporate construction manager’s comments
into the construction documents at no additional cost to Town; provided however, that if A/E
believes such comments should not be incorporated, A/E shall notify construction manager of the
reason the comments were not incorporated. Nothing in this paragraph shall authorize
construction manager to design the Project and A/E shall remain solely responsible for the design
of the Project.
1.3.4
A/E shall perform the Services under this Agreement with the assistance of
Computer Aided Design Drafting (CADD) Technology. A/E shall deliver to Town, on request,
the tape and/or his disc format and the name of the supplier of the software/hardware necessary
to use the design file. In order to document exactly what CADD information was given to Town,
A/E and Town shall each sign a “hard” copy of reproducible documents that depict this
information at that time. Town agrees to release A/E from all liability, damages, and/or for
claims that arise due to any changes made to this information subsequent to it being given to
Town.
1.3.5
A/E shall procure and maintain during the course of this Agreement insurance
coverage required by Paragraph 4 of this Agreement.
1.3.6
A/E shall designate ______________________________ as Project Manager and
all communications shall be directed to him. Key A/E Personnel are set forth in Exhibit B. “Key
Personnel” includes the A/E employee who will place his license number and signature on key
documents and those employees who have significant responsibilities regarding the Services and
Project. Prior to changing such designation A/E shall first make a written request to and obtain
the approval of the Town.
1.3.7
A/E's subcontracts are set forth in Exhibit B attached hereto and made a part
hereof. Any modification to the list of Subcontractors on Exhibit B, either by adding, deleting or
changing subcontractors, shall require the written consent of the Town.
1.3.8
A/E shall obtain its own legal, insurance and financial advice regarding A/E's
legal, insurance and financial obligations under this Agreement.
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1.3.9
A/E shall provide required reports on the progress of the Services and the design
budget to the Town or, if a separate Construction Manager is retained by Town, then such reports
shall be provided to the Construction Manager. A/E shall coordinate its activities with the
Town’s representative and Construction Manager, if any.
1.4
Responsibility of the Town.
1.4.1
The Town shall cooperate with the A/E by placing at his disposal all available
information concerning the site of the Project, including all previous plans, drawings,
specifications, and design and construction standards; assistance in obtaining necessary access to
public and private lands; legal, accounting, and necessary permits and approval of governmental
authorities or other individuals. Town agrees to obtain its own legal, insurance and financial
advice Town may require for the Project.
1.4.2
Town shall provide A/E with the budget for the Project in order that preparation
of the Contract Documents will be consistent with such budget.
1.4.3
Town shall provide A/E with any technical requirements of the Town, which shall
be incorporated into the specifications and Contract Documents.
1.4.4
Town designates Todd Wallace as its Project Representative. All
communications to Town shall be through its Project Representative or construction manager, if
a construction manager is retained.
2.
CONTRACT TIME AND CONTRACT SUM
2.1
Contract Time. The Contract Time and any applicable schedule of services are
set forth in Exhibit C.
2.2
Contract Sum. All compensation for complete and satisfactory completion of
services rendered by A/E, including its subcontractor(s), shall be set forth in Exhibit D and shall
not exceed $368,694 for 60% plans for Sunset Park and $277,457 for 30% plans for Sunrise
Park. Actual compensation shall be based on the hourly fee schedule attached to Exhibit D.
2.3
Method of Payment. Method of payment shall be set forth in Exhibit D. Payment
to be made by Town to A/E for the cost of providing services will be based on monthly invoices
which will set forth the hours actually worked during the billing period. The billing rates
indicated in the fee schedule attached to Exhibit D will be applied against the actual hours for
each position to arrive at the total fee for each month. Reimbursable expenses incurred during
the billing period and during previous billing periods and not yet invoiced will be submitted for
payment on the monthly invoice along with expense receipts and other acceptable back-up. All
payment requests shall be certified by the A/E’s Project Representative and shall be
accompanied by a progress report indicating the work completed during the previous month(s),
including the project progress to date by tasks as a percentage (%) of the total of each individual
project task. All invoices shall be for Services completed.
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3.
CHANGES TO THE SCOPE OF SERVICES
3.1
Change Orders. The Town may, at any time, by written change order, make
changes in the Scope of Work. A form of change order is attached hereto as Exhibit E. If A/E
believes a change in the Scope of Work has been ordered, A/E shall submit a request for a
change order in writing within ten (10) days from the date of receipt by A/E of notice of the
change. It is distinctly understood and agreed by the parties that no claim for extra services
provided or
materials furnished by A/E will be allowed by Town except as provided herein. A/E shall not
provide any services or furnish any materials not covered by this Agreement unless Town first
approves in writing.
4.
INSURANCE REPRESENTATIONS AND REQUIREMENTS
4.1
General. A/E agrees to comply with all Town ordinances and state and federal
laws and regulations.
Without limiting any obligations or liabilities of A/E, A/E shall purchase and
maintain, at its own expense, hereinafter stipulated minimum insurance with insurance
companies duly licensed by the State of Arizona (admitted insurer) with an AM Best, Inc. rating
of A-7 or above or an equivalent qualified unlicensed insurer by the State of Arizona (non-
admitted insurer) with policies and forms satisfactory to the Town. Failure to maintain insurance
as specified may result in termination of this Agreement at Town’s option.
4.2
No Representation of Coverage Adequacy. By requiring insurance herein, Town
does not represent that coverage and limits will be adequate to protect A/E. Town reserves the
right to review any and all of the insurance policies and/or endorsements cited in this Agreement
but has no obligation to do so. Failure to demand such evidence of full compliance with the
insurance requirements set forth in this Agreement or failure to identify any insurance deficiency
shall not relieve A/E from, nor be construed or deemed a waiver of, its obligation to maintain the
required insurance at all times during the performance of this Agreement.
4.3
Additional Insured. All insurance coverage and self-insured retention or
deductible portions, except Workers Compensation insurance and Professional Liability
insurance if applicable, shall name, to the fullest extent permitted by law for claims arising out of
the performance of this Agreement, Town, its agents, representative, officers, directors, officials
and employees as Additional Insured as specified under the respective coverage sections of this
Agreement.
4.4
Coverage Term. All insurance required herein shall be maintained in full force
and effect until all Services required to be performed under the terms of this Agreement is
satisfactorily performed, completed and formally accepted by the town, unless specified
otherwise in this Agreement.
4.5
Primary Insurance. A/E’s insurance shall be primary insurance. All insurance,
except Workers’ Compensation and Professional Liability, shall provide protection of the Town
as an Additional Insured.
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4.6
Claims Made. In the event any insurance policies required by this Agreement are
written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or
purchasing an extended reporting option, for three (3) years past completion and acceptance of
the Services evidenced by submission of annual Certificates of Insurance citing applicable
coverage is in force and contains the provisions as required herein for the three year period.
4.7
Waiver. All policies, except Professional Liability, shall contain a waiver of
rights of recovery (subrogation) against Town, its agents, representative, officials, directors,
officers, and employees for any claims arising out of the Services of A/E. A/E shall arrange to
have such subrogation waivers incorporated into each policy via formal written endorsement
thereto.
4.8
Policy Deductibles and or Self Insured Retentions. The policies set forth in these
requirements may provide coverage, which contain deductibles or self-insured retention
amounts. Such deductibles or self-insured retention shall not be applicable with respect to the
policy limits provided to Town. A/E shall be solely responsible for any such deductible or self-
insured retention amount. Town, at its option, may require A/E to secure payment of such
deductible or self-insured retention by a surety bond or irrevocable and unconditional Letter of
Credit.
4.9
Use of Subcontractors. If any Services under this Agreement are subcontracted in
any way, A/E shall execute written agreement with Subcontractor containing the same
Indemnification Clause and Insurance Requirements set forth herein protecting Town and A/E.
A/E shall be responsible for executing the agreement with Subcontractor and obtaining
Certificates of Insurance verifying the insurance requirements.
4.10
Evidence of Insurance. Prior to commencing any Services under this Agreement,
A/E shall furnish Town with Certificate(s) of Insurance, or formal endorsements as required by
this Agreement, issued by A/E’s Insurer(s) as evidence that policies are placed with acceptable
insurers as specified herein and provide the required coverage’s, conditions, and limits of
coverage specified in this Agreement and that such coverage and provisions are in full force and
effect. Acceptance of and reliance by the Town on a Certificate of Insurance shall not waive or
alter in any way the insurance requirements or obligations of this Agreement. Such Certificate(s)
shall identify the Agreement and be sent to the Town Risk Manager. If any of the above cited
policies expire during the life of this Agreement, it shall be A/E’s responsibility to forward
renewal Certificates within ten (10) days after the renewal date containing all the aforementioned
insurance provisions. Certificates shall specifically cite the following provisions:
4.10.1
Town, its agents, representatives, officers, directors, officials and employees is an
Additional Insured as follows:
a.
Commercial General Liability-Under ISO Form CG 2010 11 8 or
equivalent.
b.
Auto Liability-Under ISO Form CA 20 48 or equivalent.
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c.
Excess Liability-Follow Form to underlying insurance.
4.10.2
Certificate shall cite that should any of the above-described policies be cancelled
before the expiration date thereof, notice will be delivered in accordance with the policy
provisions.
4.10.3
Project descriptive information including Project name.
4.11
Required Coverage:
4.11.1
Commercial General Liability: A/E shall maintain “occurrence” form
Commercial Liability Insurance with a policy limit of not less than $1,000,000 for each
occurrence, $2,000,000 Products and Completed Operations Annual Aggregate, and a
$2,000,000 General Aggregate Limit. Commercial General Liability coverage specifically shall
contain contractual liability insurance covering the contractual obligations of this Contract. The
policy shall cover liability arising from premises, operations, independent contractors, products-
completed operations, personal injury and advertising injury. Coverage under the policy will be
at least as broad as Insurance Services Office, Inc. policy form CG 00 010 93 or equivalent
thereof, including but not limited to, separation of insured clause. To the fullest extent allowed
by law, for claims arising out of the performance of this Agreement, Town, its agents,
representative, officers, directors, officials and employees shall be cited as an Additional Insured
Endorsement form CG 20 10 11 85 or equivalent, which shall read “Who is an Insured (Section
II) is amended to include as an insured the person or organization shown in the Schedule, but
only with respect to liability arising out of “your work” for that insured by or for you”. If any
Excess insurance is utilized to fulfill the requirements of this paragraph, such Excess insurance
shall be “follow form” equal or broader in coverage scope than underlying insurance.
4.11.2
Professional Liability: A/E shall maintain Professional Liability insurance
covering errors and admissions arising out of the Services performed by A/E, or anyone
employed by A/E, or anyone for whose acts, mistakes, errors and omissions A/E is legally liable,
with a liability insurance policy limit of $1,000,000 each claims and $2,000,000 all claims.
Professional Liability coverage specifically for Architects, Engineers and Surveyors shall contain
contractual liability insurance covering the contractual obligations of this Agreement. In the
event the Professional Liability insurance policy is written on a “claims made” basis, coverage
shall extend for three (3) years past completion and acceptance of the Services, and A/E shall be
required to submit Certificates of Insurance evidencing proper coverage is in effect as required
above.
4.11.3
Vehicle Liability: A/E shall maintain Business Automobile Liability Insurance
with a limit of $1,000,000 each occurrence on A/E’s owned, hired, and non-owned vehicles
assigned to or used in the performance of the A/E’s Services under this Agreement. Coverage
will be at least as broad as Insurance Services Office, Inc. coverage code “1” any auto policy
form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims
arising out of performance of this Agreement, the Town, its agents, representative, officers,
directors, officials and employees shall be cited as an Additional Insured under the Insurance
Service Offices, Inc. Business Auto Policy Designated Insured Endorsement form CA 20 48 or
equivalent. If any Excess insurance is utilized to fulfill the requirements of this paragraph, such
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Excess insurance shall be “follow form” equal or broader in coverage scope than underlying
insurance.
4.11.4
Workers’ Compensation Insurance: A/E shall maintain Workers’ Compensation
insurance to cover obligations imposed by federal and state statutes having jurisdiction of A/E’s
employees engaged in the performance Services under this Agreement and shall also maintain
Employer Liability Insurance of not less than $500,000 for each accident, $500,000 disease for
each employee and $1,000,000 disease policy limit.
5.
INDEMNIFICATION
5.1
To the fullest extent permitted by law, Contractor, its successors and assigns shall
indemnify and hold harmless TOWN, its officers and employees from and against all liabilities,
damages, losses and costs (including reasonable attorney fees and court costs) to the extent
caused by the negligence, recklessness or intentional wrongful conduct of Contractor or other
persons employed or used by the Contractor in the performance of this Agreement. Contractor’s
duty to indemnify and hold harmless TOWN, its officers 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 of resulting there
from, caused by Contractor’s negligence, recklessness or intentional wrongful conduct in the
performance of this Agreement and the negligence, recklessness or intentional wrongful conduct
of any person employed by Contractor or used by Contractor in the performance of this
Agreement.
5.2
Insurance provisions set forth in this Agreement are separate and independent
from the indemnity provisions of this paragraph and shall not be construed in any way to limit
the scope and magnitude of the indemnity provisions. The indemnity provisions of this
paragraph shall not be construed in any way to limit the scope and magnitude and applicability of
the insurance provisions.
6.
TERMINATION OF THIS AGREEMENT
6.1
Termination. The Town may, by written notice to the A/E, terminate this
Agreement in whole or in part with seven (7) days notice, either for the Town's convenience or
because of the failure of the A/E to fulfill his contract obligations. Upon receipt of such notice,
the A/E shall: (1) immediately discontinue all services affected (unless the notice directs
otherwise), and (2) deliver to the Town copies of all data, drawings, reports, estimates,
summaries, and such other information and materials as may have been accumulated by the A/E
in performing this Agreement, whether completed or in process. This Agreement may be
terminated in whole or in part by the A/E in the event of substantial failure by the Town to fulfill
its obligations.
6.2
Payment to A/E Upon Termination. If the Agreement is terminated, the Town
shall pay the A/E for the services rendered prior thereto in accordance with percent completion at
the time work is suspended minus previous payments.
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7.
ASSURANCES
7.1
Solicitations for Subcontractors, Including Procurements of Materials and
Equipment. In all solicitations either by competitive bidding or negotiation made by the A/E for
Services to be performed under a subcontract, including procurements of materials or leases of
equipment, each potential subcontractor or supplier shall be notified by the A/E of the A/E's
obligations under this Agreement and any Regulations relative to nondiscrimination on the
grounds of race, color or national origin.
7.2
Immigration Law Compliance Warranty. As required by A.R.S. § 41-4401, A/E
hereby warrants its compliance with all federal immigration laws and regulations that relate to its
employees and A.R.S. § 23-214(A). A/E further warrants that after hiring an employee, A/E
verifies the employment eligibility of the employee through the E-Verify program. If A/E uses
any subcontractors in performance of the Work, subcontractors shall warrant their compliance
with all federal immigration laws and regulations that relate to its employees and A.R.S. § 23-
214(A), and subcontractors shall further warrant that after hiring an employee, such
subcontractor verifies the employment eligibility of the employee through the E-Verify program.
A breach of this warranty shall be deemed a material breach of this Agreement that is subject to
penalties up to and including termination of the Contract. A/E is subject to a penalty of $100 per
day for the first violation, $500 per day for the second violation, and $1,000 per day for the third
violation. The Town, at its option, may terminate the Agreement after the third violation. A/E
shall not be deemed in material breach of this Agreement if the A/E and/or subcontractors
establish compliance with the employment verification provisions of Sections 274A and 274B of
the federal Immigration and Nationality Act and the E-Verify requirements contained in A.R.S. §
23-214(A). The Town retains the legal right to inspect the papers of any A/E or subcontractor
employee who works on the Agreement to ensure that the A/E or subcontractor is complying
with the warranty. Any inspection will be conducted after reasonable notice and at reasonable
times. If state law is amended, the parties may modify this paragraph consistent with state law.
7.3
Examination of Records. The A/E agrees that duly authorized representatives of
the Town shall, until the expiration of three (3) years after final payment under this Agreement,
have access to and the right to examine any directly pertinent books, documents, papers, and
records of the A/E involving transactions related to this Agreement.
7.4
Ownership of Document and Other Data. Original documents, such as tracings,
plans, specifications, maps, basic survey notices and sketches, charts, computations, and other
data prepared or obtained under the terms of this Agreement or any change order are and will
remain the property of the Town unless otherwise agreed to by both parties. Town may use such
documents for other purposes without further compensation to the A/E; however, any reuse
without written verification or adaptation by A/E for the specific purpose intended will be at
Town's sole risk and without liability or legal exposure to A/E. Any verification or adaptation of
the documents by A/E for other purposes than contemplated herein will entitle A/E to further
compensation as agreed upon between the parties.
7.5
Litigation. Should litigation be necessary to enforce any term or provision of this
Agreement, or to collect any damages claimed or portion of the amount payable under this
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Agreement, that all litigation and collection expenses, witness fees, court costs, and reasonable
attorneys' fees incurred shall be paid to the prevailing party.
7.6
Independent Contractor. A/E shall be an independent contractor and not an agent
of the Town and shall direct and supervise the services required by this Agreement and shall be
responsible for all means, methods, techniques, sequences and proceedings associated with the
Services and shall be responsible for the acts and omissions of its employees, agents and other
persons performing any of the Services under a contract with the A/E.
7.7
Exclusive Use of Services - Confidentiality. The services agreed to be provided
by A/E within this Agreement are for the exclusive use of the Town and A/E shall not engage in
conflict of interest nor appropriate Town work product or information for the benefit of any third
parties without Town consent.
7.8
Sole Agreement. There are no understandings or agreements except as herein
expressly stated.
7.9
Caption. Paragraph captions are for convenience only and are not to be construed
as a part of this Agreement; and in no way do they define or limit the Agreement.
7.10
Time is of the Essence. The timely completion of the Project is of critical
importance to the economic circumstances of the Town.
7.11
Notices. Any notice to be given under this Agreement shall be in writing, shall be
deemed to have been given when personally served or when mailed by certified or registered
mail, addressed as follows:
TOWN:
A/E:
Town Manager
_______________________
Town of Wickenburg
_______________________
155 N. Tegner, Suite A
_______________________
Wickenburg, Arizona 85390
_______________________
The address may be changed from time to time by either party by serving notices
as provided above.
7.12
Controlling Law. This Agreement is to be governed by the laws of the State of
Arizona.
7.13
Israel. To the extent A.R.S. § 35-393 through § 35-393.03 are applicable, A/E
hereby certifies that it is not currently engaged in and agree for the duration of this Agreement to
not engage in, a boycott of goods or services from Israel, as that term is defined in A.R.S. § 35-
393.
7.14
China. Pursuant to and in compliance with A.R.S. § 35-394, A/E hereby agrees
and certifies that it does not currently, and agrees for the duration of this Agreement that A/E
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will not, use: (i) the forced labor of ethnic Uyghurs in the People’s Republic of China; (ii) any
goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of
China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or any goods
or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China.
A/E also hereby agrees to indemnify and hold harmless the Town, its officials, employees, and
agents from any claims or causes of action relating to the Town’s action based upon reliance
upon this representation, including the payment of all costs and attorney fees incurred by the
Town in defending such as action.
8.
SUSPENSION OF WORK
8.1
Order to Suspend. The Town may order the A/E, in writing, to suspend all or any
part of the Services for such period of time as he may determine to be appropriate for the
convenience of the Town.
8.2
Adjustment to Contract Sum. If the performance of all or any part of the Services
is, for any unreasonable period of time, suspended or delayed by an act of the Town in the
administration of this Agreement, or by its failure to act within the time specified in this
Agreement (or if no time is specified, within a reasonable time), an adjustment shall be made for
any increase in cost of performance of this Agreement necessarily caused by such unreasonable
suspension or modified in writing accordingly. However, no adjustment shall be made under this
clause for any suspension or delay to the extent (1) that performance was suspended or delayed
for any other cause, including the fault or negligence of the A/E, or (2) for which a change order
is executed.
9.
INTERESTS AND BENEFITS
9.1
Conflict of Interest of A/E. The A/E covenants that he presently has no interest
and shall not acquire any interest, direct or indirect, which would conflict in any manner or
degree with the performance of services required to be performed under this Agreement. The
A/E further covenants that in the performance of this Agreement, no person having any such
interest shall be employed.
9.2
Interest of Town Members and Others. No officer, member or employee of the
Town and no member of its governing body, who exercises any functions or responsibilities in
the review or approval of the undertaking or carrying out of the services to be performed under
this Agreement, shall participate in any decision relating to this Agreement which affects his
personal interest or have any personal or pecuniary interest, direct or indirect, in this Agreement
or the process thereof.
9.3
Non-Solicitation. A/E agrees that it has not employed or retained any company or
person, other than a bona fide employee working for A/E, to solicit or secure this Agreement,
and that he has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration,
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this clause, the Town may terminate this Agreement without liability, or, in its
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discretion, deduct from the Contract Sum, or otherwise recover, the full amount of such fee,
commission, percentage, brokerage fee, gift or contingency fee.
9.4
Notice Regarding A.R.S. § 38-511. Under Section 38-511, Arizona Revised
Statutes, as amended, the Town may cancel any Agreement it is a party to within three (3) years
after its execution and without penalty or further obligation, if any person significantly involved
in initiating, negotiating, securing, drafting or creating the Agreement on behalf of the Town is,
at any time while the Agreement or any extension thereof is in effect, an employee or agent of
any other party to the Agreement in any capacity or a consultant to any other party to the
Agreement with respect to the subject matter of the Agreement. In the event the Town elects to
exercise its rights under Section 38-511, Arizona Revised Statutes, as amended, the Town agrees
to immediately give notice thereof to the A/E.
10.
ASSIGNABILITY
The A/E shall not assign any interest in this Agreement, and shall not transfer any
interest in the same without the prior written consent of the Town thereto; provided, however,
that claims for money due or to become due to the A/E from the Town under this Agreement
may be assigned to a bank, trust company, or other financial institution without such approval.
Notice of any such assignment or transfer shall be furnished promptly to the Town.
IN WITNESS WHEREOF, the Town and the A/E have executed this Agreement
as of the date first written.
TOWN OF WICKENBURG
______________________________
Troy Smith, Town Manager
ATTEST:
______________________________
Amy Brown, Town Clerk
APPROVED AS TO FORM:
_______________________________
Trish Stuhan, Town Attorney
Pierce Coleman PLLC
ARCHITECT/ENGINEER
By _________________________________
Its ______________________
Form No. 10.03
A/E Services Contract
Revised December 17, 2023
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EXHIBIT A
SCOPE OF WORK
Form No. 10.03
A/E Services Contract
Revised December 17, 2023
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of
13
16
EXHIBIT B
A/E KEY PERSONNEL AND SUBCONTRACTORS
A/E KEY PERSONNEL:
SUBCONTRACTORS:
Form No. 10.03
A/E Services Contract
Revised December 17, 2023
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of
14
16
EXHIBIT C
SCHEDULE OF WORK
Promptly after the execution of this Agreement, the Engineer shall prepare and submit for
approval to the Town a Schedule of Work showing the order in which Engineer proposes to carry
our Engineer’s work. The schedule shall apply to the completion of all services listed hereunder
within the times established by this Agreement. The Schedule shall be in the form of a progress
chart clearly delineating all important increments and review dates. Engineer shall update the
Schedule of Work on a monthly basis and deliver three (3) copies to the Town along with the
monthly billing.
1.
Engineer shall complete all work and services required under the Pre-Design Services
within ____ calendar days after written authorization from Town to proceed.
2.
Engineer shall complete all work and services required under the Design Services within
____ calendar days after receipt of a written authorization from the Town to proceed.
3.
Engineer shall complete all work and services required under Construction Document
within ____ calendar days after receipt of a written authorization from the Town to
proceed. Excluded from this duration is the time associated with the construction
document back-check stage.
4.
Engineer shall proceed with all work and services required under the Construction Phase,
upon the commencement of construction, and shall continue through completion and
acceptance of the Project by the Town.
The durations stated above exclude the review periods required by the Town and all other
regulatory agencies.
All times to complete tasks set forth in this Exhibit are of the essence. If delays in schedules are
imposed by the Town’s inability to comply with requested meeting schedules, Engineer shall
maintain the right to request an adjustment in schedule if deemed necessary to meet the deadlines
set forth in this Exhibit. If approved, such extensions shall be authorized in writing by the Town.
Form No. 10.03
A/E Services Contract
Revised December 17, 2023
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of
15
16
EXHIBIT D
PAYMENT SCHEDULE
A.
Compensation
1.
The consideration of payment to Engineer, as provided herein shall be in full
compensation for all of Engineer’s work incurred in the performance hereof,
including offices, travel, per diem or any other direct or indirect expenses
incident to providing the services.
2.
Such amount shall be based upon the Schedule attached hereto.
B.
Method of Payment
1.
Invoices shall be on a form and in the format provided by the Town and are to
be submitted in triplicate to the Town via the Town’s authorized representative.
2.
Upon receipt and approval of Engineer’s invoices, the Town agrees to make
payments within thirty days of receipt of the invoice as follows:
Phase
Percentage of Fee
Form No. 10.03
A/E Services Contract
Revised December 17, 2023
Page
of
16
16
EXHIBIT E
CHANGE ORDER
CHANGE ORDER NO. ______
Distribution: TOWN
[ ]
A/E
[ ]
CM (If any)
[ ]
OTHER
[ ]
PROJECT: __________________
DATE:
OWNER:
Town of Wickenburg
A/E:
AGREEMENT DATED:
CHANGES: The Agreement is changed as follows:
Not valid until signed by both TOWN and A/E.
Signature of A/E indicates acceptance.
The original compensation was __________________________________________
Net change by previously authorized Change Orders_________________________
The compensation prior to this Change Order was _______________________
The compensation will be increased by this Change Order in the amount of
______________________________________________________________
The new compensation under the Agreement including this Change Order will be
_______________
The Contract Time will increase by ______________________________________
ACCEPTANCE STATUS:
__________________
A/E
Town of Wickenburg
By _______________
By _______________
Date ______________
Date ______________