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ENGINEERING SERVICES AGREEMENT BETWEEN
CITY OF APACHE JUNCTION AND ENTELLUS, INC.
FOR ENGINEERING ON-CALL SERVICES PROJECT NO. RFQ PW 26-02
THIS AGREEMENT is made as of the_ day of ___ 20 _
_
(the
"Effective Date") by and between the CITY OF APACHE JUNCTION, an Arizona
municipal corporation ("City"), and ENTELLUS, INC., an Arizona Corporation
("Consultant"), sometimes collectively referred to as the "Parties" or individually
as a "Party" for the project entitled "PW 26-02 - ENGINEERING ON-CALL
SERVICES".
RECITALS
A.
City desires to retain an engineer to assist in a comprehensive on-
call general civil engineering services and to make payment for the same in
accordance with the terms and conditions set forth in this Agreement, including
all attachments and addenda which are appended to it.
B.
The open market procedures have been satisfied to the extent they
apply.
C.
The Parties have set forth below contemplated services Consultant
will provide to City, including payment terms for such services and products.
AGREEMENT
NOW, THEREFORE, in consideration of the Recitals noted above, the
mutual covenants and conditions below, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1.
CONSULTANT'S DUTIES:
Consultant agrees to perform the
professional services detailed in Exhibit A (the "Services").
2.
COMPENSATION: In accordance with Exhibit B and the terms and
conditions of this Agreement, City shall compensate Consultant on a per-project
basis for services in an amount not to exceed Five Hundred Thousand Dollars
and Zero Cents ($500,000.00) (the "Contract Amount").
3.
CONSULTANT BILLING: Consultant shall invoice City on a time and
expense basis in a total amount not to exceed the Contract Amount. City agrees
to process for payment invoices received from Consultant within thirty (30)
calendar days following receipt of such invoices, provided Consultant fulfills all
duties and obligations set forth in this Agreement. Review of invoices by City may
include an inspection of the Services.
4.
TERM: The term of this Agreement shall commence on July 1, 2026,
and end on June 30, 2029. This Agreement may be renewed for up to two
(2) additional years upon mutual written consent of the Parties, provided
that any renewal shall be executed by an authorized signatory of the Parties
and shall set forth in writing the renewed term of the Agreement and, if
applicable, a specified dollar amount of additional payment to be owed by
City to Consultant
5.
CITY'S STANDARD OF PERFORMANCE: City shall furnish Consultant
with all data, information and other supporting services necessary for Consultant
to perform the Services. City shall not be responsible for discovering deficiencies
in the technical accuracy of the Services.
6.
CONSULTANT'S STANDARD OF PERFORMANCE: The Services shall
be performed by qualified professionals licensed in Arizona, selected and paid by
Consultant and acting in the interest of the Consultant. While performing the
Services, Consultant and its subcontractors shall exercise the reasonable
professional care and skill customarily exercised by reputable members of
Consultant's profession practicing in the Phoenix Metropolitan Area and shall use
reasonable diligence and best judgment while exercising its professional skill and
expertise. Consultant shall be responsible for all errors and omissions Consultant
or its subcontractors commit in the performance of this Agreement. Consultant
shall correct any deficiencies in the technical accuracy of the Services without
additional compensation except to the extent such corrective action is directly
attributable to deficiencies in any information provided by City.
7.
NOTICES: All notices to a Party required under this Agreement shall
be in writing and sent by first class certified mail, postage prepaid, return receipt
requested, addressed to the following:
If to City:
City of Apache Junction
Emile Schmid
Department of Public Works
575 East Baseline Avenue
Apache Junction, AZ 85119
If to Consultant:
Entellus Inc
William A. Linck
3033 N 44th St. Suite 250
Phoenix, AZ 85018
8.
INSURANCE:
8.1
General Provisions. Consultant, at its own expense, shall purchase
and maintain during the Term the insurance required by this Agreement with
companies duly licensed, possessing a current A.M. Best, Inc. Rating of B++6, or
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approved unlicensed in the State of Arizona with policies and forms satisfactory
to City.
All insurance required by this Agreement shall be maintained in full force and
effect until the Services are accepted by the City. Failure to do so may, at the sole
discretion of City, constitute a material breach of this Agreement.
Consultant's insurance shall be primary insurance as respects the City, and any
insurance or self-insurance maintained by City 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 coverage afforded
under the insurance policies to protect City.
The insurance policies, except Workers' Compensation, shall contain a waiver of
transfer rights of recovery (subrogation) against City, its agents, officers, officials
and employees for any claims arising out of Consultant's acts, errors, mistakes,
omissions, work or service.
The insurance policies may provide coverage which contains deductibles or self
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to City under such policies.
Consultant shall be solely responsible for the deductible and/or self retention and
City, at its option, may require Consultant to secure payment of such deductibles
or self-insured retentions by a surety bond or an irrevocable and unconditional
letter of credit.
The insurance policies
required by this Agreement, except Workers'
Compensation and Professional Liability, shall name City, its elected officials,
agents, officers, and employees as Additional Insured Parties.
Consultant shall expressly bind any subcontractors, or any other lower tier
subcontractors, used in the performance of any aspect of the Services, to the
insurance requirements in this Agreement, making such obligations applicable to
the other subcontractor to the same extent as it is applicable to Consultant. The
purpose of this provision is to require any lower tier subcontractor, regardless of
level, to provide insurance and indemnity required by this Agreement.
8.2
Commercial General Liability. Consultant shall maintain throughout
the Term Commercial General Liability insurance with a limit of not less than
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$1,000,000 for each occurrence with a $2,000,000 Products/Completed
Operations Aggregate and a $2,000,000 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 including,
but not limited to, the liability assumed under the indemnification provisions of
this Agreement, which coverage will be at least as broad as that on Insurance
Service Office, Inc. Policy Form No. CG 00011093, or the equivalent thereof.
Such policies shall contain a severability of interest provision and shall not
contain a sunset provision or commutation clause, nor any provision which would
serve to limit third party action over claims.
The Commercial General Liability additional insured endorsement shall be at
least as broad as the Insurance Service Office, Inc. 's Additional Insured, Form B,
CG 20101185, or the equivalent thereof, and shall include coverage for
Consultant's operations and products and completed operations.
If Consultant sublets any part of the Services, Consultant shall purchase and
maintain, at all times during prosecution of the Services an Owner and
Contractor's Protective Liability insurance policy for bodily injury and property
damage, including death, which may arise in the prosecution of the Services.
Coverage shall be on an occurrence basis with a limit of not less than $2,000,000
per occurrence, and the policy shall be issued by the same insurance company
that issues Consultant's Commercial General Liability insurance.
8.3
Automobile Liability. Consultant shall maintain Commercial/Business
Automobile Liability insurance with a combined single limit for bodily injury and
property damage of not less than $1,000,000 each occurrence with respect to
Consultant's owned, hired, and non-owned vehicles assigned to or used in
performance of the Services. Coverage will be at least as broad as coverage code
1, "any auto", (Insurance Service Office, Inc. Policy Form CA 00011293, or the
equivalent thereof). Such insurance shall include coverage for loading and off
loading hazards. If hazardous substances, materials or wastes are to be
transported, federal mandatory motor carrier safety ("MCS") 90 endorsement
shall be included and $5,000,000 per accident limits for bodily injury and property
damage shall apply.
8.4
Workers'
Compensation.
Consultant
shall
carry
Workers'
Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction over Consultant's employees engaged in the
performance of the Services; and Employer's Liability insurance of not less than
$100,000 for each accident, $100,000 disease for each employee, and $500,000
disease policy limit.
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By execution of this Agreement, Consultant certifies as follows:
"I am aware and understand the provisions of A.R.S. § 23-901 et seq. which
requires every employer to be insured against liability for workers'
compensation or to undertake self-insurance in accordance with the
provisions of this chapter, and I will comply with such provisions before
commencing the performance of the Services of this Agreement."
If Consultant has no employees for whom Workers' Compensation insurance is
required by federal or state statutes, Consultant shall submit a declaration or
affidavit to City so stating and covenanting to obtain such insurance if and when
Consultant employs any employees subject to coverage.
8.5
Professional Liability. Consultant shall maintain Professional Liability
insurance covering acts, errors, mistakes and omissions arising out of the work
or services performed by Consultant, or any person employed by Consultant, with
a limit of not less than $1,000,000 each claim.
8.6
Certificates of Insurance. Prior to commencing the Services,
Consultant shall furnish City with Certificates of Insurance, or formal
endorsements as required by the Agreement, issued by Consultant's insurer(s),
as evidence that policies providing the required coverages, conditions and limits
required by this Agreement are in full force and effect. City shall not be obligated,
however, to review same or to advise Consultant of any deficiencies in such
policies and endorsements, and such receipt shall not relieve Consultant from, or
be deemed a waiver of, City's right to insist on strict fulfillment of Consultant's
obligations under this Agreement.
The form of the certificates of insurance and endorsements shall be subject to the
approval of the Apache Junction City Attorney's Office, shall comply with the
terms of this Agreement. Policies or certificates and completed forms of City's
Additional Insured Endorsement (or a substantially equivalent insurance
company form acceptable to the City Attorney) evidencing the coverage required
by this Agreement shall be delivered to City Attorney, City of Apache Junction,
300 East Superstition Boulevard, Apache Junction, AZ 85119. The policy or
policies shall be in the usual form of public liability insurance, but shall also
include the following provision:
"Solely as respects work done by or on behalf of the named insured for the
City of Apache Junction, it is agreed that the City of Apache Junction and
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its elected officials, officers, agents and employees are added as additional
insured parties under this policy."
In the event any insurance policies required by this Agreement are written on a
"claims made" basis, coverage shall extend for two (2) years past completion and
acceptance of Consultant's work or services and as evidenced by annual
Certificates of Insurance.
Consultant shall require its insurers to provide City thirty (30) calendar days' prior
written notice of any nonrenewal, cancellation, or material change in the
coverage under such policy reducing coverage to below the amounts required by
this Agreement. If a policy does expire during the life of the Agreement, a renewal
certificate must be sent to City thirty (30) calendar days prior to the expiration
date.
9.
APPLICABLE LAW AND VENUE: The terms and conditions of this
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Arizona. Any action at law or in equity brought by either Party for the
purpose of enforcing a right or rights provided for in this Agreement, shall be tried
in a court of competent jurisdiction in Pinal County, State of Arizona. The Parties
hereby waive all provisions of law providing for a change of venue in such
proceeding to any other county. In the event either Party shall bring suit to
enforce any term of this Agreement or to recover any damages for and on account
of the breach of any term or condition in this Agreement, it is mutually agreed that
the prevailing party in such action shall recover all costs including: all litigation
and appeal expenses, collection expenses, reasonable attorney fees, necessary
witness fees and court costs to be determined by the court in such action.
10.
FORCE MAJEURE: Neither City nor Consultant, as the case may be,
shall be considered not to have performed its obligations under this Agreement
in the event of enforced delay (an "Enforced Delay") due to causes beyond its
control and without its fault or negligence or failure to comply with applicable
laws, including, but not restricted to, acts of God, fires, floods, epidemics,
pandemics and related executive orders, quarantines, restrictions, embargoes,
labor disputes, and unusually severe weather or the delays of subcontractors or
materialmen due to such causes, acts of a public enemy, war, terrorism or act of
terror (including but not limited to bio-terrorism or eco-terrorism), nuclear
radiation, blockade, insurrection, riot, labor strike or interruption, extortion,
sabotage, or similar occurrence or any exercise of the power of eminent domain
of any governmental body on behalf of any public entity, or a declaration of
moratorium or similar hiatus (whether permanent or temporary) by any public
entity directly affecting the obligations under this Agreement. In no event will
Enforced Delay include any delay resulting from unavailability for any reason of
labor shortages, or the unavailability for any reason of particular contractors,
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consultants, subcontractors, vendors or investors desired by Consultant in
connection with the obligations under this Agreement. Consultant agrees that
Consultant alone will bear all risks of delay which are not Enforced Delay. In the
event of the occurrence of any such Enforced' Delay, the time or times for
performance of the obligations of the Party claiming delay shall be extended for a
period of the Enforced Delay; provided, however, that the Party seeking the
benefit of the provisions of this Section 10 shall, within thirty (30) calendar days
after such Party knows or should know of any such Enforced Delay, first notify the
other Party of the specific delay in writing and claim the right to an extension for
the period of the Enforced Delay; and provided further that in no event shall a
period of Enforced Delay exceed ninety (90) calendar days.
11.
TERMINATION: This Agreement may be terminated by either Party
for any reason upon thirty (30) days written notice.
If this Agreement is
terminated, City shall be reimbursed from Consultant the amount paid for any
undelivered and/or unaccepted products or services. City shall pay Consultant
for completed and acceptable work performed pursuant to this Agreement prior
to the date of termination.
12.
INDEMNIFICATION:
To the fullest extent permitted by law,
Consultant shall defend, indemnify and hold harmless City, its elected officials
and appointed officers, special districts, agents, and employees from and against
any and all liability including but not limited to demands, claims, actions, fees,
costs and expenses, including reasonable attorney and expert witness fees,
arising from, or alleged to have arisen from, relating to, arising out of, or alleged
to have resulted from the acts, errors, mistakes, omissions, work or services of
Consultant, its agents, employees, or any tier of Consultant's subcontractors in
the performance of this Agreement, but only to the extent caused by the
negligence, recklessness or intentional wrongful conduct of Consultant or its
subcontractors in the performance of the Services under this Agreement or any
subcontract. Consultant's duty to defend, hold harmless and indemnify City, its
elected officials and appointed officers, special districts, agents, 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 an
Consultant's acts, errors, mistakes, omissions, Services or services in the
performance of this Agreement including any employee of Consultant, any tier of
Consultant's subcontractor or any other person for whose acts, errors, mistakes,
omissions, services or work Consultant may be legally liable, but only to the extent
caused by the negligence, recklessness or intentional wrongful conduct of
Consultant or any tier of Consultant's subcontractors or any other person for
whose acts, errors, mistakes, omissions, services or work Consultant may be
legally liable in the performance of the Services under this Agreement or any
subcontract. The amount and type of insurance coverage requirements set forth
in this Agreement will in no way be construed as limiting the scope of the
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Making a difference for our clients together The Entellus WayTM
3033 N. 44th Street, Suite 250, Phoenix, AZ 85018
(602) 244-2566
www.entellus.com
ENTELLUS, INC
HOURLY RATE SCHEDULE
ENGINEERING ON-CALL
2026
Principal
$290/hr.
Senior Project Manager
$260/hr.
Project Manager
$210/hr.
Senior Engineer
$230/hr.
Resident / Project Engineer
$170/hr.
Senior Designer
$160/hr.
Designer / EIT
$125/hr.
Senior CAD Technician
$120/hr.
CAD Technician
$100/hr.
Principal Surveyor - RLS
$235/hr.
Survey Project Manager
$165/hr.
Survey Crew Chief
$110/hr.
Survey Field Technician
$90/hr.
Project Surveyor - LSIT
$105/hr.
GIS Manager
$140/hr.
GIS Analyst
$115/hr.
Senior Inspector
$145/hr.
Inspector
$110/hr.
Clerical
$100/hr.