Agreement

c. CHANDLER
V/j\•ar1zona 
Community of Innovation 
PROFESSIONAL SERVICES AGREEMENT 
Design Services 
AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No. WW1901.202 
Council Date: February 11, 2021 Item No. :
THIS AGREEMENT ("Agreement") is made and entered into on the __ day of _____ 
_J 
2020 ("Effective Date"), by and between City of Chandler, an Arizona municipal corporation, 
("City"), and Wilson Engineers, LLC, an Arizona limited liability company, ("Consultant") (City 
and Consultant may individually be referred to as 11Party" and collectively referred to as 
11
Parties"). 
RECITALS 
A. City proposes to engage Consultant to provide Select Agreement Type for AIRPORT
WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN project as more fully described in
Exhibit "A", which is attached to and made a part of this Agreement by this reference.
B. Consultant is ready, willing, and able to provide the services described in Exhibit "A" for
the compensation and fees set forth and as described in Exhibit "B", which is attached to
and made a part of this Agreement by this reference.
C. City desires to contract with Consultant to provide these services under the terms and
conditions set forth in this Agreement.
AGREEMENT 
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this 
Agreement, City and Consultant agree as follows: 
SECTION !--CONSULTANT'S SERVICES 
Consultant must perform the services described in Exhibit "A" to City's satisfaction within 
the terms and conditions of this Agreement and within the care and skill that a person who 
provides similar services in Chandler, Arizona exercises under similar conditions. All work or 
services furnished by Consultant under this Agreement must be performed in a skilled and 
workmanlike manner. All fixtures, furnishings, and equipment furnished by Consultant as 
part of the work or services under this Agreement must be new, or the latest model, and of 
the most suitable grade and quality for the intended purpose of the work or service. 
City of Chandler Professional Services Agreement 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 10/16/2020 
Page 1

SECTION 11--PERIOD OF SERVICE 
Consultant must perform the services described in Exhibit "A" for the term of 
this Agreement. 
Unless amended in writing by the Parties, the Agreement term 
expires 210 calendar days after the Notice to Proceed (NTP) Date. 
SECTION 111--PAYMENT OF COMPENSATION AND FEES 
Unless amended in writing by the Parties, Consultant's compensation and fees as more fully 
described in Exhibit "B" for performance of the services approved and accepted by City 
under this Agreement must not exceed $198,560 for the full term of the Agreement. 
Consultant may not increase any compensation or fees under this Agreement without the 
City's prior written consent. Consultant must submit monthly requests for payment of 
services approved and accepted during the previous billing period and must include, as 
applicable, detailed invoices and receipts, a narrative description of the tasks accomplished 
during the billing period, a list of any deliverables submitted, and any subconsultant's or 
supplier's actual requests for payment plus similar narrative and listing of their work. 
Consultant must submit an Application and Certification for Payment Sheet with the 
monthly request for payment to: Capita1Projects.Payables@chandleraz.gov. Payment for 
those services negotiated as a lump sum will be made in accordance with the percentage of 
the work completed during the preceding billing period. Services negotiated as a not-to­
exceed fee will be paid in accordance with the work effort expended on the service during 
the preceding month. All requests for payment must be submitted to City for review and 
approval. City will make payment for approved and accepted services within 30 calendar 
days of City's receipt of the request for payment. Consultant bears all responsibility and 
liability for any and all tax obligations that result from Consultant's performance under this 
Agreement. 
SECTION IV--CITY'S OBLIGATIONS 
As part of Consultant's services under this Agreement, City will provide furnished items, 
services, or obligations as detailed in Exhibit "D".
SECTION V--GENERAL CONDITIONS 
5.1 Notices. Unless otherwise provided herein, demands under this Agreement must be in 
writing and will be deemed to have been duly given and received either (a) on the date of 
service if personally served on the party to whom notice is to be given, or (b) on the third 
day after the date of the postmark of deposit by first class United States mail, registered or 
certified, postage prepaid and properly addressed as follows: 
To City: 
City of Chandler 
Public Works & Utilities Department 
Attn: City Engineer 
P.O. Box 4008, Mail Stop 407 
Chandler, AZ 85244-4008 
City of Chandler Professional Services Agreement 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 10/16/2020 
Page 2

With a Copy to: 
Project Manager 
City of Chandler 
Public Works & Utilities Department 
P.O. Box 4008, Mail Stop 407 
Chandler AZ 85244-4008 
To Consultant: 
Mr. Uday Gandhe 
Wilson Engineers, LLC 
1620 W. Fountainhead Pkwy., Ste. 501 
Tempe, AZ 85282 
5.2 Records/Audit. Records of Consultant's direct personnel payroll, reimbursable expenses 
pertaining to this Agreement and records of accounts between City and Consultant must be 
kept on the basis of generally accepted accounting principles and must be made available 
to City and its auditors for up to three years following City's final acceptance of the services 
under this Agreement. City, its authorized representative, or any federal agency, reserves 
the right to audit Consultant's records to verify the accuracy and appropriateness of all cost 
and pricing data, including data used to negotiate this Agreement and any amendments. 
City reserves the right to decrease the total amount of Agreement price or payments made 
under this Agreement or request reimbursement from Consultant following final contract 
payment on this Agreement if, upon audit of Consultant's records, the audit discloses 
Consultant has provided false, misleading, or inaccurate cost and pricing data. Consultant 
will include a similar provision in all of its contracts with subconsultants who provide 
services under the Agreement to ensure that City, its authorized representative, or the 
appropriate federal agency, has access to the subconsultants' records to verify the accuracy 
of all cost and pricing data. City reserves the right to decrease Contract price or payments 
made on this Agreement or request reimbursement from Consultant following final 
payment on this Agreement if the above provision is not included in subconsultant 
agreements, and one or more subconsultants refuse to allow City to audit their records to 
verify the accuracy and appropriateness of all cost and pricing data. If, following an audit of 
this Agreement, the audit discloses Consultant has provided false, misleading, or inaccurate 
cost and pricing data, and the cost discrepancies exceed 1 % of the total Agreement billings, 
Consultant will be liable for reimbursement of the reasonable, actual cost of the audit. 
5.3 Alteration in Character of Work. Whenever an alteration in the character of work results 
in a ,substantial change in this Agreement, thereby materially increasing or decreasing the 
scope of services, cost of performance, or Project schedule, the work will be performed as 
directed by City. However, before any modified work is started, a written amendment must 
be approved and executed by City and Consultant. Such amendment must not be effective 
until approved by City. Additions to, modifications, or deletions from this Agreement as 
provided herein may be made, and the compensation to be paid to Consultant may 
accordingly be adjusted by mutual agreement of the Parties. It is distinctly understood and 
agreed that no claim for extra services or materials furnished by Consultant will be allowed 
by City except as provided herein, nor must Consultant do any work or furnish any 
materials not covered by this Agreement unless such work is first authorized in writing. Any 
such work or materials furnished by Consultant without prior written authorization will be 
at Consultant's own risk, cost, and expense, and Consultant hereby agrees that without 
City of Chandler Professional Services Agreement 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 10/16/2020 
Page 3

written authorization Consultant will make no claim for compensation for such work or 
materials furnished. 
5.4 Termination. City and Consultant hereby agree to the full performance of the covenants 
contained herein, except that City reserves the right, at its discretion and without cause, to 
terminate or abandon any service provided for in this Agreement, or abandon any portion 
of the Project for which services have been performed by Consultant. In the event City 
abandons or suspends the services, or any part of the services as provided in this 
Agreement, City will notify Consultant in writing and immediately after receiving such notice, 
Consultant must discontinue advancing the work specified under this Agreement. Upon 
such termination, abandonment, or suspension, Consultant must deliver to City all 
drawings, plans, specifications, special provisions, estimates and other work entirely or 
partially completed, together with all unused materials supplied by City. Consultant must 
appraise the work Consultant has completed and submit Consultant's appraisal to City for 
evaluation. City may inspect Consultant's work to appraise the work completed. Consultant 
will receive compensation in full for services performed to the date of such termination. The 
fee will be paid in accordance with Section Ill of this Agreement, and as mutually agreed 
upon by Consultant and City. If there is no mutual agreement on payment, the final 
determination will be made in accordance with the "Disputes" provision in this Agreement. 
However, in no event may the fee exceed the fee set forth in Section Ill of this Agreement 
nor as amended in accordance with Section "Alteration in Character of Work." City will make 
the final payment within 60 days after Consultant has delivered the last of the partially 
completed items and the Parties agree on the final fee. If City is found to have improperly 
terminated the Agreement for cause or default, the termination will be converted to a 
termination for convenience in accordance with the provisions of this Agreement. 
5.5 Indemnification. To the extent permitted by law, the Consultant ("lndemnitor") must 
indemnify, save and hold harmless City and its officers, officials, agents and employees 
("lndemnitee") from any and all claims, actions, liabilities, damages, losses or expenses 
(including court costs, attorneys' fees and costs of claim processing, investigation and 
litigation) ("Claims") caused or alleged to be caused, in whole or in part, by the wrongful, 
negligent or willful acts, or errors or omissions of Consultant or any of its owners, officers, 
directors, agents, employees, or subconsultants in connection with this Agreement. This 
indemnity includes any claim or amount arising out of or recovered under workers' 
compensation law or on account of the failure of Consultant to conform to any federal, 
state or local law, statute, ordinance, rule, regulation or court decree. Consultant must 
indemnify lndemnitee from and against any and all Claims, except those arising solely from 
lndemnitee's own negligent or willful acts or omissions. Consultant is responsible for 
primary loss investigation, defense and judgment costs where this indemnification applies. 
In consideration of the award of this Agreement, Consultant agrees to waive all rights of 
subrogation against lndemnitee for losses arising from or related to this Agreement. The 
obligations of Consultant under this provision survive the termination or expiration of this 
Agreement. 
5.6 Insurance Requirements. Consultant must procure insurance under the terms and 
conditions and for the amounts of coverage set forth in Exhibit "C" against claims that may 
arise from or relate to performance of the work under this Agreement by Consultant and its 
City of Chandler Professional Services Agreement 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 10/16/2020 
Page4

agents, representatives, employees, and subconsultants. Consultant and any subconsultant 
must maintain this insurance until all of their obligations have been discharged, including 
any warranty periods under this Agreement. These insurance requirements are minimum 
requirements for this Agreement and in no way limit the indemnity covenants contained in 
this Agreement. City in no way warrants that the minimum limits stated in Exhibit "C" are 
sufficient to protect Consultant from liabilities that might arise out of the performance of 
the work under this Agreement by Consultant, Consultant's agents, representatives, 
employees, or subconsultants. Consultant is free to purchase such additional insurance as 
may be determined necessary. 
5.7 Cooperation and Further Documentation. Consultant agrees to provide City such other 
duly executed documents as may be reasonably requested by City to implement the intent 
of this Agreement. 
5.8 Successors and Assigns. City and Consultant each bind itself, its partners, successors, 
assigns, and legal representatives to the other party to this Agreement and to the partners, 
successors, assigns, and legal representatives of such other party in respect to all covenants 
of this Agreement. Neither City nor Consultant may assign, sublet, or transfer its interest in 
this Agreement without the written consent of the other party. In no event may any 
contractual relation be created between any third party and City. 
5.9 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties 
required not disposed of by agreement between Consultant and City, the final 
determination at the administrative level will be made by City Engineer. 
5.1 O Completeness and Accuracy of Consultant's Work. Consultant must be responsible for 
the completeness and accuracy of Consultant's services, data, and other work prepared or 
compiled under Consultant's obligation under this Agreement and must correct, at 
Consultant's expense, all willful or negligent errors, omissions, or acts that may be 
discovered. Correction of errors disclosed and determined to exist during any construction of 
the project on architectural or engineering drawings and specifications must be accomplished by 
Consultant. The cost of the design necessary to correct those errors attributable to Consultant 
and any damage incurred by City as a result of additional construction costs caused by such 
engineering or architectural errors will be chargeable to Consultant and will not be considered a 
cost of the Work. The fact that City has accepted or approved Consultant's work will in no 
way relieve Consultant of any of Consultant's responsibilities. 
5.11 Reporting. Written monthly reports, along with updated work schedules, will be made by 
Consultant in the format prescribed by City. These reports will be delivered to City per schedule. 
When requested by City, Consultant will attend Council meetings and provide finished 
documents including correspondence for Council action, supporting charts, graphs, drawings 
and colored slides of same. 
5.12 Withholding Payment. City reserves the right to withhold funds from Consultant's 
payments up to the amount equal to the claims City may have against Consultant until such 
time that a settlement on those claims has been reached. 
City of Chandler Professional Services Agreement 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 10/16/2020 
Page 5

5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to 
cancellation by City under the provisions of Section 38-511, Arizona Revised Statutes (A.R.S.). 
5.14 Independent Consultant. For this Agreement Consultant constitutes an independent 
contractor. Any provisions in this Agreement that may appear to give City the right to direct 
Consultant as to the details of accomplishing the work or to exercise a measure of control 
over the work means that Consultant must follow the wishes of City as to the results of the 
work only. These results must comply with all applicable laws and ordinances. 
5.15 Project Staffing. Prior to the start of any work under this Agreement, Consultant must 
submit to City detailed resumes of key personnel that will be involved in performing 
services prescribed in the Agreement. City hereby acknowledges its acceptance of such 
personnel to perform services under this Agreement. At any time hereafter that Consultant 
desires to change key personnel while performing under the Agreement, Consultant must 
submit the qualifications of the new personnel to City for prior approval. Key personnel 
include, but are not limited to, principals-in-charge, project manager, and project 
Consultant. Consultant will maintain an adequate and competent staff of qualified persons, 
as may be determined by City, throughout the performance of this Agreement to ensure 
acceptable and timely completion of the Scope of Services. If City objects, with reasonable 
cause, to any of Consultant's staff, Consultant must take prompt corrective action 
acceptable to City and, if required, remove such personnel from the Project and replace 
with new personnel agreed to by City. 
5.16 Consultants or Subconsultants. Prior to beginning the work, Consultant must furnish 
City for approval the names of consultants or subconsultants to be used under this 
Agreement. Any subsequent changes are subject to City's written prior approval. 
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act 
required under this Agreement by reason of acts of God or other cause beyond the control 
and without fault of the Party (financial inability excepted), performance of that act may be 
excused, but only for the period of the delay, if the Party provides written notice to the 
other Party within ten days of such act. The time for performance of the act may be 
extended for a period equivalent to the period of delay from the date written notice is 
received by the other Party. 
5.18 Compliance with Federal Laws. Consultant understands and acknowledges the 
applicability of the Americans with Disabilities Act, the Immigration Reform and Control Act 
of 1986 and the Drug Free Workplace Act of 1989 to it. Consultant agrees to comply with 
these laws in performing this Agreement and to permit City to verify such compliance. 
5.19 No Israel Boycott. By entering into this Agreement, Consultant certifies that Consultant 
is not currently engaged in, and agrees for the duration of the Agreement, not to engage in 
a boycott of Israel as defined by state statute. 
5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits City from awarding a contract to 
any consultant who fails, or whose subconsultants fail, to comply with A.R.S. § 23-214(A). 
Therefore, Consultant agrees Consultant and each subconsultant it uses warrants their 
City of Chandler Professional Services Agreement 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No,: WW1901,202 
Rev. 10/16/2020 
Page 6

compliance with all federal immigration laws and regulations that relate to their employees 
and their compliance with § 23-214, subsection A. A breach of this warranty will be deemed 
a material breach of the Agreement and may be subject to penalties up to and including 
termination of the Agreement. City retains the legal right to inspect the papers of any 
Consultant's or subconsultant's employee who provides services under this Agreement to 
ensure that Consultant and subconsultants comply with the warranty under this provision. 
5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit City from awarding a 
contract to any natural person who cannot establish that such person is lawfully present in 
the United States. To establish lawful presence, a person must produce qualifying 
identification and sign a City-provided affidavit affirming that the identification provided is 
genuine. This requirement will be imposed at the time of contract award. This requirement 
does not apply to business organizations such as corporations, partnerships, or limited 
liability companies. 
5.22 Covenant Against Contingent Fees. Consultant warrants that no person has been 
employed or retained to solicit or secure this Agreement upon an agreement or 
understanding for a commission, percentage, brokerage, or contingent fee, and that no 
member of the Chandler City Council, or any City employee has any interest, financially, or 
otherwise, in Consultant's firm. For breach or violation of this warrant, City may annul this 
Agreement without liability or, at its discretion, to deduct from the Agreement price or 
consideration, the full amount of such commission, percentage, brokerage, or contingent 
fee. 
5.23 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of 
this Agreement or to require performance of the other Party of any of the provisions hereof 
must not be construed to be a waiver of such provisions, nor must it affect the validity of 
this Agreement or any part thereof, or the right of either Party to thereafter enforce each 
and every provision. 
5.24 Disclosure of Information Adverse to City's Interests. To evaluate and avoid potential 
conflicts of interest, Consultant must provide written notice to City, as set forth in this 
Section, of any work or services performed by Consultant for third parties that may involve 
or be associated with any real property or personal property owned or leased by City. Such 
notice must be given 7 business days prior to commencement of the services by Consultant 
for a third party, or 7 business days prior to an adverse action as defined below. Written 
notice and disclosure must be sent in accordance with Section 6.7 above. An adverse action 
under this Agreement includes, but is not limited to: (a) using data as defined in the 
Agreement acquired in connection with this Agreement to assist a third party in pursuing 
administrative or judicial action against City; or (b) testifying or providing evidence on behalf 
of any person in connection with an administrative or judicial action against City; or (c) using 
data to produce income for Consultant or its employees independently of performing the 
services under this Agreement, without the prior written consent of City. Consultant 
represents that except for those persons, entities, and projects identified to City, the 
services performed by Consultant under this Agreement are not expected to create an 
interest with any person, entity, or third party project that is or may be adverse to City's 
interests. Consultant's failure to provide a written notice and disclosure of the information 
City of Chandler Professional Services Agreement 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 10/16/2020 
Page 7

as set forth in this Section constitute a material breach of this Agreement. 
5.25 Data Confidentiality and Data Security. As used in the Agreement, "data" means all 
information, 
whether 
written 
or 
verbal, 
including 
plans, 
photographs, 
studies, 
investigations, audits, analyses, samples, reports, calculations, internal memos, meeting 
minutes, data field notes, work product, proposals, correspondence and any other similar 
documents or information prepared by, obtained by, or transmitted to Consultant or its 
subconsultants in the performance of this Agreement. The Parties agree that all data, 
regardless of form, including originals, images, and reproductions, prepared by, obtained 
by, or transmitted to Consultant or its subconsultants in connection with Consultant's or its 
subconsultant's performance of this Agreement is confidential and proprietary information 
belonging to City. Except as specifically provided in this Agreement, Consultant or its 
subconsultants must not divulge data to any third party without City's prior written consent. 
Consultant or its subconsultants must not use the data for any purposes except to perform 
the services required under this Agreement. These prohibitions do not apply to the 
following data provided to Consultant or its subconsultants have first given the required 
notice to City: (a) data which was known to Consultant or its subconsultants prior to its 
performance under this Consultant or its subconsultants by a third party, who to the best of 
Consultant's or its subconsultants' knowledge and belief, had the legal right to make such 
disclosure and Consultant or its subconsultants are not otherwise required to hold such 
data in confidence; or (c) data which is required to be disclosed by virtue of law, regulation, 
or court order, to which Consultant or its subconsultants are subject. In the event 
Consultant or its subconsultants are required or requested to disclose data to a third party, 
or any other information to which Consultant or its subconsultants became privy as a result 
of any other contract with City, Consultant must first notify City as set forth in this Section of 
the request or demand for the data. Consultant or its subconsultants must give City 
sufficient facts so that City can be given an opportunity to first give its consent or take such 
action that City may deem appropriate to protect such data or other information from 
disclosure. All data must continue to be subject to the confidentiality agreements of this 
Agreement. Consultant or its subconsultants assume all liability to maintain the 
confidentiality of the data in its possession and agrees to compensate City if any of the 
provisions of this Section are violated by Consultant, its employees, agents or 
subconsultants. Solely for the purposes of seeking injunctive relief, it is agreed that a breach 
of this Section must be deemed to cause irreparable harm that justifies injunctive relief in 
court. Consultant agrees that the requirements of this Section must be incorporated into all 
subagreements entered into by Consultant. A violation of this Section may result in 
immediate termination of this Agreement without notice. 
5.26 Personal Identifying Information-Data Security. Personal identifying information, 
financial account information, or restricted City information, whether electronic format or 
hard copy, must be secured and protected at all times by Consultant or its subconsultants. 
At a minimum, Consultant or its subconsultants must encrypt or password-protect 
electronic files. This includes data saved to laptop computers, computerized devices, or 
removable storage devices. When personal identifying information, financial account 
information, or restricted City information, regardless of its format, is no longer necessary, 
the information must be redacted or destroyed through appropriate and secure methods 
that ensure the information cannot be viewed, accessed, or reconstructed. In the event that 
City of Chandler Professional Services Agreement 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 10/16/2020 
Page 8

data collected or obtained by Consultant or its subconsultants in connection with this 
Agreement is believed to have been compromised, Consultant or its subconsultants must 
immediately notify City contact. Consultant agrees to reimburse City for any costs incurred 
by City to investigate potential breaches of this data and, where applicable, the cost of 
notifying individuals who may be impacted by the breach. Consultant agrees that the 
requirements of this Section must be incorporated into all subcontracts entered into by 
Consultant. It is further agreed that a violation of this Section must be deemed to cause 
irreparable harm that justifies injunctive relief in court. A violation of this Section may result 
in immediate termination of this Agreement without notice. The obligations of Consultant 
or its subconsultants under this Section must survive the termination of this Agreement. 
5.27 jurisdiction and Venue. This Agreement is made under, and must be construed in 
accordance with and governed by the laws of the State of Arizona without regard to the 
conflicts or choice of law provisions thereof. Any action to enforce any provision of this 
Agreement or to obtain any remedy with respect hereto must be brought in the courts 
located in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and 
irrevocably consents to the jurisdiction and venue of such court. 
5.28 Survival. All warranties, representations, and indemnifications by Consultant must 
survive the completion or termination of this Agreement. 
5.29 Modification. Except as expressly provided herein to the contrary, no supplement, 
modification, or amendment of any term of this Agreement will be deemed binding or 
effective unless in writing and signed by the Parties. 
5.30 Severability. If any provision of this Agreement or the application to any person or 
circumstance may be invalid, illegal or unenforceable to any extent, the remainder of this 
Agreement and the application will not be affected and will be enforceable to the fullest 
extent permitted by law. 
5.31 Integration. This Agreement contains the full agreement of the Parties. Any prior or 
contemporaneous written or oral agreement between the Parties regarding the subject 
matter is merged and superseded. 
5.32 Time is of the Essence. Time of each of the terms, covenants, and conditions of this 
Agreement is hereby expressly made of the essence. 
5.33 Date of Performance. If the date of performance of any obligation or the last day of any 
time period provided for should fall on a Saturday, Sunday, or holiday for City, the 
obligation will be due and owing, and the time period will expire, on the first day after which 
is not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this 
Agreement, any performance provided for herein will be timely made if completed no later 
than 5:00 p.m. (Chandler time) on the day of performance. 
5.34 Third Party Beneficiary. Nothing under this Agreement will be construed to give any 
rights or benefits in the Agreement to anyone other than City and Consultant, and all duties 
and responsibilities undertaken pursuant to this Agreement will be for the sole and 
City of Chandler Professional Services Agreement 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 10/16/2020 
Page 9

exclusive benefit of City and Consultant and not for the benefit of any other party. 
5.35 Conflict in Language. All work performed must conform to all applicable City of 
Chandler codes, ordinances, and requirements as outlined in this Agreement. If there is a 
conflict in interpretation between provisions in this Agreement and those in Exhibit "A", the 
provisions in this Agreement prevail. 
5.36 Document/Information Release. Documents and materials released to Consultant, 
which are identified by City as sensitive and confidential, are City's property. The 
document/material must be issued by and returned to City upon completion of the services 
under this Agreement. 
Consultant secondary distribution, 
disclosure, 
copying, or 
duplication in any manner is prohibited without City's prior written approval. The 
document/material must be kept secure at all times. This directive applies to all City 
documents, whether in photographic, printed, or electronic data format. 
5.37 Exhibits. The following exhibits are made a part of this Agreement and are 
incorporated by reference: 
Exhibit A - Scope of Services / Schedule 
Exhibit B - Compensation and Fees 
Exhibit C - Insurance Requirements 
Exhibit D - Special Conditions 
Exhibit E - Federal Requirements (if applicable) 
5.38 Special Conditions. As part of the services Consultant provides under this Agreement, 
Consultant agrees to comply with and fully perform the special terms and conditions set 
forth in Exhibit "D", which is attached to and made a part of this Agreement. 
5.39 Non-Discrimination and Anti-Harassment Laws. Consultant must comply with all 
applicable City, state, and federal non-discrimination and anti-harassment laws, rules, and 
regulations. 
5.40 Licenses and Permits. Beginning with the Effective Date and for the full term of this 
Agreement, Consultant must maintain all applicable City, state, and federal licenses and 
permits required to fully perform Consultant's services under this Agreement. 
5.41 Warranties. Consultant must furnish a one-year warranty on all work and services 
performed under this Agreement. Consultant must furnish, or cause to be furnished, a two­
year warranty on all fixtures, furnishings, and equipment furnished by Consultant, 
subconsultants or suppliers under this Agreement. Any defects in design, workmanship, or 
materials that do not comply with this Agreement must be corrected by Consultant 
(including, but not limited to, all parts and labor) at Consultant's sole cost and expense. All 
written warranties and redlines for as-built conditions must be delivered to City on or 
before City's final acceptance of Consultant's services under this Agreement. 
5.42 Cooperative Purchasing Agreement (S.A.V.E. -
Strategic Alliance for Volume 
Expenditures). In addition to City of Chandler and with the approval of Consultant, this 
City of Chandler Professional Services Agreement 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 10/16/2020 
Page 10

Agreement may be extended for use by other municipalities, school districts, and 
government agencies of the State. Any such usage by other entities must be in accordance 
with the ordinance, charter, or procurement rules and regulations of the respective political 
entity. 
5.43 Budget Approval into Next Fiscal Year. This Agreement will commence on the Effective 
Date and continue in full force and effect until it is terminated or expires in accordance with 
the provisions of this Agreement. The Parties recognize that the continuation of this 
Agreement after the close of the City's fiscal year, which ends on June 30 of each year, is 
subject to the City Council's approval of a budget that includes an appropriation for this 
item as an expenditure. The City does not represent that this budget item will be actually 
adopted. This determination is solely made by the City Council. 
SIGNATURE PAGE TO FOLLOW 
City of Chandler Professional Services Agreement 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 10/16/2020 
Page 11

This Agreement will be in full force and effect only when it has been approved and executed 
by the duly authorized City officials. 
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. 
"CITY" 
CITY OF CHANDLER 
MAYOR 
Recommended By: 
Andrew Goh, P.E. 
Capital Projects Manager 
APPROVED AS TO FORM: 
City Attorney 
ATTEST: 
City Clerk 
Seal 
-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-·-•-"
"CONSULTANT" 
Wilson Engineers, LLC 
--
Signature 
Title 
\) . 1@) (O)'/faJ" --e&1-1'. c.,m 
Email 
City of Chandler Professional Services Agreement 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 10/16/2020 
Page 12

EXHIBIT "A" 
SCOPE OF SERVICES/SCHEDULE 
City of Chandler Professional Services Agreement- Exhibit "A" 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FAc;ILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 9/16/2020 
Page A-1

EXHIBIT "B" 
COMPENSATION AND FEES 
City of Chandler Professional Services Agreement- Exhibit "B" 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No,: WW1901.202 
Rev. 9/16/2020 
Page B-1

1.
General.
EXHIBIT "C" 
INSURANCE REQUIREMENTS 
1.1 At the same time as execution of this Agreement, Consultant must furnish City a certificate 
of insurance on a standard insurance industry ACORD form. The ACORD form must be 
issued by an insurance company authorized to transact business in the State of Arizona 
possessing a current AM. Best, Inc. rating of A-7, or better and legally authorized to do 
business in the State of Arizona with policies and forms satisfactory to City. Provided, 
however, the AM. Best rating requirement will not be deemed to apply to required 
Workers' Compensation coverage. 
1.2 Consultant and any of its subconsultants must procure and maintain, until all of their 
obligations have been discharged, including any warranty periods under this Agreement 
are satisfied, the insurances set forth below. 
1.3 
The insurance requirements set forth below are minimum requirements for this 
Agreement and in no way limit the indemnity covenants contained in this Agreement. 
1.4 
City in no way warrants that the minimum insurance limits contained in this Agreement are 
sufficient to protect Consultant from liabilities that might arise out of the performance of 
the Agreement services under this Agreement by Consultant, its agents, representatives, 
employees, subconsultants, and Consultant is free to purchase any additional insurance as 
may be determined necessary. 
1.5 
Failure to demand evidence of full compliance with the insurance requirements in this 
Agreement or failure to identify any insurance deficiency will not relieve Consultant from, 
nor will it be considered a waiver of its obligation to maintain the required insurance at all 
times during the performance of this Agreement. 
1.6 
Use of subconsultants: If any work is subcontracted in any way, Consultant must execute a 
written contract with subconsultant containing the same Indemnification Clause and 
Insurance Requirements as City requires of Consultant in this Agreement. Consultant is 
responsible for executing the Agreement with the subconsultant and obtaining Certificates 
of Insurance and verifying the insurance requirements. 
2.
Minimum Scope and Limits of Insurance. Consultant must provide coverage with limits of
liability not less than those stated below.
2.1 
Professional Liability. If the Agreement is the subject of any professional services or work 
performed by Consultant, or if Consultant engages in any professional services or work 
adjunct or residual to performing the work under this Agreement, Consultant must 
maintain Professional Liability insurance covering errors and omissions arising out of the 
work or services performed by Consultant, or anyone employed by Consultant, or anyone 
whose acts, mistakes, errors and omissions Consultant is legally liable, with a liability limit 
of $1,000,000 each claim and $2,000,000 all claims. In the event the Professional Liability 
City of Chandler Professional Services Agreement- Exhibit "C" 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 9/16/2020 
Page C-1

insurance policy is written on a "claims made" basis, coverage must extend for 3 years past 
completion and acceptance of the work or services, and Consultant, or its selected Design 
Professional will submit Certificates of Insurance as evidence the required coverage is in 
effect. The Design Professional must annually submit Certificates of Insurance citing that 
the applicable coverage is in force and contains the required provisions for a 3 year period. 
2.2 Commercial General Liability-Occurrence Form. Consultant must maintain "occurrence" form 
Commercial General Liability insurance with a limit of not less than $2,000,000 for each 
occurrence, $4,000,000 aggregate. Said insurance must also include coverage for products 
and completed operations, independent contractors, personal injury and advertising injury. 
If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess 
insurance must be "follow form" equal or broader in coverage scope than underlying 
insurance. 
2.3 Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles 
Vehicle Liability: Consultant must maintain Business/Automobile Liability insurance with a 
limit of $1,000,000 each accident on Consultant owned, hired, and non-owned vehicles 
assigned to or used in the performance of Consultant's work or services under this 
Agreement. If any Excess or Umbrella insurance is utilized to fulfill the requirements of this 
paragraph, the Excess or Umbrella insurance must be "follow form" equal or broader in 
coverage scope than underlying insurance. 
2.4 Workers Compensation and Employers Liability Insurance: Consultant must maintain Workers 
Compensation insurance to cover obligations imposed by federal and state statutes having 
jurisdiction of Consultant employees engaged in the performance of work or services 
under this Agreement and must also maintain Employers' Liability insurance of not less 
than $1,000,000 for each accident and $1,000,000 disease for each employee. 
3.
Additional Policy Provisions Required.
3.1 Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must be 
declared and approved by City. If not approved, City may require that the insurer reduce 
or eliminate any deductible or self-insured retentions with respect to City, its officers, 
officials, agents, employees, and volunteers. 
3.1.1. Consultant's insurance must contain broad form contractual liability coverage. 
3.1.2. Consultant's insurance coverage must be primary insurance with respect to City, its 
officers, officials, agents, and employees. . 
Any insurance or self-insurance 
maintained by City, its officers, officials, agents, and employees will be in excess of 
the coverage provided by Consultant and must not contribute to it. 
3.1.3. Consultant's insurance must apply separately to each insured against whom claim is 
made or suit is brought, except with respect to the limits of the insurer's liability. 
City of Chandler Professional Services Agreement - Exhibit "C" 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 9/16/2020 
Page C-2

3.1.4. Coverage provided by Consultant must not be limited to the liability assumed under 
the indemnification provisions of this Agreement. 
3.1.5. The policies must contain a severability of interest clause and waiver of subrogation 
against City, its officers, officials, agents, and employees, for losses arising from 
Work performed by Consultant for City. 
3.1.6. Consultant, its successors and or assigns, are required to maintain Commercial 
General Liability insurance as specified in this Agreement for a minimum period of 3 
years following completion and acceptance of the Work. Consultant must submit a 
Certificate of Insurance evidencing Commercial General Liability insurance during 
this 3 year period containing all the Agreement insurance requirements, including 
naming City of Chandler, its agents, representatives, officers, directors, officials and 
employees as Additional Insured as required. 
3.1. 7. If a Certificate of Insurance is submitted as verification of coverage, City will 
reasonably rely upon the Certificate of Insurance as evidence of coverage but this 
acceptance and reliance will not waive or alter in any way the insurance 
requirements or obligations of this Agreement. 
3.2. Insurance Cancellation During Term of Contract/Agreement. 
3.2.1. If any of the required policies expire during the life of this Agreement, Consultant 
must forward renewal or replacement Certificates to City within 1 O days after the 
renewal date containing all the required insurance provisions. 
3.2.2. Each insurance policy required by the insurance provisions of this Agreement must 
provide the required coverage and must not be suspended, voided or canceled 
except after thirty (30) days prior written notice has been given to City, except when 
cancellation is for non-payment of premium, then ten (10) days prior notice may be 
given. 
Such notice must be sent directly to Chandler Law-Risk Management 
Department, Post Office Box 4008, Mailstop 628, Chandler, Arizona 85225. If any 
insurance company refuses to provide the required notice, Consultant or its 
insurance broker must notify City of any cancellation, suspension, non-renewal of 
any insurance within seven (7) days of receipt of insurers' notification to that effect. 
3.3 
City as Additional Insured. The policies are to contain, or be endorsed to contain, the 
following provisions: 
3.3.1. The Commercial General Liability and Automobile Liability policies are to contain, or 
be endorsed to contain, the following provisions: City, its officers, officials, agents, 
and employees are additional insureds with respect to liability arising out of 
activities performed by, or on behalf of, Consultant including City's general 
supervision of Consultant; Products and Completed operations of Consultant; and 
automobiles owned, leased, hired, or borrowed by Consultant. 
City of Chandler Professional Services Agreement - Exhibit "C" 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 9/16/2020 
Page C-3

3.3.2. City, its officers, officials, agents, and employees must be additional insureds to the 
full limits of liability purchased by Consultant even if those limits of liability are in 
excess of those required by this Agreement. 
City of Chandler Professional Services Agreement- Exhibit "C" 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 9/16/2020 
Page C-4

EXHIBIT "D" 
SPECIAL CONDITIONS 
Standard Details and Specifications. Consultant must be familiar with City's latest revision of 
the MAG Specifications and MAG Standard Details as amended by City. 
City's current 
amendment to the MAG Specifications, part of City's Unified Development Manual, may be found 
and downloaded from City's website at http://www.chandleraz.gov/udm. 
City Ownership of Project Documents. All work products (electronically or manually 
generated) including, but not limited to: plans, specifications, cost estimates, field notes, 
tracings, studies, investigations, design analyses, original drawings, original mylars, 
Computer Aided Drafting and Design (CADD) file diskettes which reflect all final drawings, 
and other related documents which are prepared in the performance of this Agreement 
(collectively referred to as "Documents") are to be and remain the property of City and are 
to be delivered to the Project Manager before the final payment is made to Consultant. In 
the event these Documents are altered, modified or adapted without the written consent of 
Consultant, which consent Consultant must not unreasonably withhold, City agrees to hold 
Consultant harmless to the extent permitted by law from the legal liability arising out of 
City1s alteration, modification or adaptation of the Documents. 
Re-use of Documents. The parties agree the documents, drawings, specifications and 
designs, although the property of City, are prepared for this specific project and are not 
intended nor represented by Consultant to be suitable for re-use for any other project. Any 
re-use without written verification or adaptation by Consultant for the specific purpose 
intended will be at City's sole risk and without liability or legal exposure to Consultant. 
Patent Fees and Royalties. Consultant must pay all license fees and royalties and assume all 
costs incidental to the use, in the performance of the work or the incorporation in the work 
of any invention, design, process, product, or device which is the subject of patent rights or 
copyrights held by others. If a particular invention, design, process, product, or device is 
specified in the Agreement for use in the performance of the work and if, to the actual 
knowledge of City, its use is subject to patent rights or copyrights calling for the payment of 
any license fee or royalty to others, the existence of such rights will be disclosed by City in 
the Agreement. Consultant must defend, indemnify and hold harmless City and anyone 
directly or indirectly employed by City from and against all claims, damages, losses, and 
expenses (including attorneys' fees) arising out of any infringement of patent rights or 
copyrights incidental to the use in the performance of the work, or resulting from the 
incorporation in the work of any invention, design, process, product, or device not specified 
in the Agreement, and must defend all such claims in connection with any alleged 
infringement of such rights. 
License to City for Reasonable Use. With this Agreement, Consultant and its subconsultants 
hereby grant a license to City, its agents, employees, and representatives for an indefinite 
period of time to reasonably use, make copies, and distribute as appropriate the 
Documents, works or deliverables developed or created as a result of the Project and this 
Agreement. This license also includes the making of derivative works. 
City of Chandler Professional Services Agreement - Affidavit of Lawful Presence 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901 .202 
Rev. 11/1/19 
Page AFF-1

Documents to Bear Seal. Consultant and its subconsultants must endorse by professional 
seal all plans, works, and deliverables prepared by each for this Agreement as required by 
state law. 
City of Chandler Professional Services Agreement-Affidavit of Lawful Presence 
Public Works & Utilities Department, Capital Projects Division 
Project Name: AIRPORT WATER RECLAMATION FACILITY MEMBRANE PRE-DESIGN 
Project No.: WW1901.202 
Rev. 11/1/19 
Page AFF-2

ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
INSR
ADDL SUBR
LTR
INSD WVD
PRODUCER
CONTACT
NAME:
FAX
PHONE
(A/C, No):
(A/C, No, Ext):
E-MAIL
ADDRESS:
INSURER A :
INSURED
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER
POLICY EFF
POLICY EXP
TYPE OF INSURANCE
LIMITS
(MM/DD/YYYY)
(MM/DD/YYYY)
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES  (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE
$
DAMAGE TO RENTED
CLAIMS-MADE
OCCUR
$
PREMISES (Ea occurrence)
MED EXP (Any one person)
$
PERSONAL & ADV INJURY
$
GEN'L AGGREGATE LIMIT APPLIES PER:
GENERAL AGGREGATE
$
PRO-
POLICY
LOC
PRODUCTS - COMP/OP AGG
JECT
OTHER:
$
COMBINED SINGLE LIMIT
$
(Ea accident)
ANY AUTO
BODILY INJURY (Per person)
$
OWNED
SCHEDULED
BODILY INJURY (Per accident)
$
AUTOS ONLY
AUTOS
HIRED
NON-OWNED
PROPERTY DAMAGE
$
AUTOS ONLY
AUTOS ONLY
(Per accident)
$
OCCUR
EACH OCCURRENCE
CLAIMS-MADE
AGGREGATE
$
DED
RETENTION $
PER
OTH-
STATUTE
ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
E.L. DISEASE - POLICY LIMIT
DESCRIPTION OF OPERATIONS below
INSURER(S) AFFORDING COVERAGE
NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
(Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE
EXPIRATION
DATE
THEREOF,
NOTICE
WILL
BE
DELIVERED
IN
ACCORDANCE WITH THE POLICY PROVISIONS.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED.
NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW.
THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
COVERAGES
CERTIFICATE NUMBER:
REVISION NUMBER:
CERTIFICATE HOLDER
CANCELLATION
© 1988-2015 ACORD CORPORATION.  All rights reserved.
ACORD 25 (2016/03)
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
$
$
$
$
$
The ACORD name and logo are registered marks of ACORD
WILSO-1
OP ID: JM
11/18/2020
Prof. Underwriters of Arizona
Professional Underwriters of
Arizona, Inc.
P.O. Box 5419
Scottsdale, AZ 85261-5419
Prof. Underwriters of Arizona
480-483-0440
480-948-7752
jeff@prounderwriters.com
RLI Insurance Company
Wilson Engineers, LLC
1620 W. Fountainhead Pkwy.
Ste 501
Tempe, AZ 85282
A
X
2,000,000
X
X
X
PSB0001272
01/01/2020 01/01/2021
1,000,000
X
10,000
X
2,000,000
4,000,000
X
4,000,000
1,000,000
A
X
X
X
PSA0001073
01/01/2020 01/01/2021
X
X
X
Blkt AI
X
X
A
X
PSW0001259
01/01/2020 01/01/2021
1,000,000
1,000,000
1,000,000
A
X
RDP0041543
11/08/2020 11/08/2021 Per Claim
1,000,000
Architect/Engineer
Ann. Agg.
2,000,000
RE: Airport Water Reclamation Facility Membrane Pre-Design, Project No.     
WW1901.202                                                                  
City of Chandler, its agents, representatives, officers, directors,         
officials and employees are additional insured as indicated. Coverages      
afforded are primary and non-contributory basis. Waiver of          (Cont'd)
CITYC01
City of Chandler
PW-Contract Admin
Attn: Paula Brown
POB 4008
Chandler, AZ 85244-4008
480-483-0440
13056
Blkt AI & WOS
Contractual Liab.
Blkt WOS
Professional Liab.

Date
HOLDER CODE   
INSURED'S NAME
PAGE
NOTEPAD:
subrogation and severability of interests included.                       
Attached:                                                                 
PPB304 02 12                                                              
PPA300 03 13                                                              
WC000313
CITYC01
2
Wilson Engineers, LLC
11/18/2020
WILSO-1
OP ID: JM

Policy Number:
RLI Insurance Company
Named Insured:
PPB 304 02 12
Page 1 of 1
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
RLIPack® FOR PROFESSIONALS
BLANKET ADDITIONAL INSURED ENDORSEMENT
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM - SECTION II – LIABILITY
1.
C. WHO IS AN INSURED is amended to include as
an additional insured any person or organization that
you agree in a contract or agreement requiring
insurance to include as an additional insured on this
policy, but only with respect to liability for "bodily
injury",
"property
damage"
or
"personal
and
advertising injury" caused in whole or in part by you
or those acting on your behalf:
a.
In the performance of your ongoing operations;
b.
In connection with premises owned by or rented
to you; or
c.
In connection with “your work” and included
within
the
“product-completed
operations
hazard”.
2.
The insurance provided to the additional insured by
this endorsement is limited as follows:
a.
This insurance does not apply on any basis to
any person or organization for which coverage
as an additional insured specifically is added by
another endorsement to this policy.
b.
This insurance does not apply to the rendering
of
or
failure
to
render
any
"professional
services".
c.
This endorsement does not increase any of the
limits of insurance stated in D. Liability And
Medical Expenses Limits of Insurance.
3.
The following is added to SECTION III H.2. Other
Insurance
–
COMMON
POLICY
CONDITIONS
(BUT
APPLICABLE
ONLY
TO
SECTION
II
–
LIABILITY)
However, if you specifically agree in a contract or
agreement
that
the
insurance
provided
to
an
additional insured under this policy must apply on a
primary basis, or a primary and non-contributory
basis, this insurance is primary to other insurance
that is available to such additional insured which
covers such additional insured as a named insured,
and we will not share with that other insurance,
provided that:
a.
The "bodily injury" or "property damage" for
which coverage is sought occurs after you have
entered into that contract or agreement; or
b.
The "personal and advertising injury" for which
coverage is sought arises out of an offense
committed after you have entered into that
contract or agreement.
4.
The following is
added
to SECTION III K. 2.
Transfer of Rights of Recovery Against Others to
Us
–
COMMON
POLICY
CONDITIONS
(BUT
APPLICABLE
TO
ONLY
TO
SECTION
II
–
LIABILITY)
We waive any rights of recovery we may have
against any person or organization because of
payments we make for "bodily injury", "property
damage" or "personal and advertising injury" arising
out of "your work" performed by you, or on your
behalf, under a contract or agreement with that
person or organization. We waive these rights only
where you have agreed to do so as part of a
contract
or
agreement
with
such
person
or
organization entered into by you before the "bodily
injury" or "property damage" occurs, or the "personal
and advertising injury" offense is committed.
ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.
PSB0001272
Wilson Engineers, LLC

Policy Number:   
 
 
 
 
 
 
 
 
 
RLI Insurance Company 
Named Insured: 
PPA 300 03 13 
 
Page 1 of 5 
 
 
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 
 
RLIPack® BUSINESS AUTO ENHANCEMENT 
 
 
SCHEDULE OF COVERAGES ADDRESSED BY THIS ENDORSEMENT 
 
 
A. Broad Form Named Insured  
B. Employees As Insureds 
C. Blanket Additional Insured 
D. Blanket Waiver Of Subrogation 
E. Employee Hired Autos 
F. Fellow Employee Coverage 
G. Auto Loan Lease Gap Coverage 
H. Glass Repair – Waiver Of Deductible 
I. 
Personal Effects Coverage 
J. Hired Auto Physical Damage Coverage 
K. Hired Auto Physical Damage – Loss Of Use 
L. Hired Car – Worldwide Coverage 
M. Temporary Transportation Expenses 
N. Amended Bodily Injury Definition – Mental Anguish 
O. Airbag Coverage 
P. Amended Insured Contract Definition – Railroad Easement 
Q. Coverage Extensions – Audio, Visual And Data Electronic Equipment Not Designed Solely For The 
Production Of Sound 
R. Notice Of And Knowledge Of Occurrence 
S. Unintentional Errors Or Omissions 
T. Towing Coverage 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PSA0001073
Wilson Engineers, LLC

PPA 300 03 13 
 
Page 2 of 5 
This endorsement modifies insurance provided under the following: 
BUSINESS AUTO COVERAGE FORM  
A. Broad Form Named Insured  
The following is added to the SECTION II – 
COVERED AUTOS LIABILITY COVERAGE, Para-
graph A.1. Who Is An Insured Provision: 
Any business entity newly acquired or formed by you 
during the policy period, provided you own fifty 
percent (50%) or more of the business entity and the 
business entity is not separately insured for Bus-
iness Auto Coverage. Coverage is extended up to a 
maximum of one hundred eighty (180) days 
following the acquisition or formation of the business 
entity.  
This provision does not apply to any person or 
organization for which coverage is excluded by 
endorsement. 
B. Employees As Insureds 
The following is added to the SECTION II – 
COVERED AUTOS LIABILITY COVERAGE, Para-
graph A.1. Who Is An Insured Provision: 
Any “employee” of yours is an “insured” while using 
a covered “auto” you don't own, hire or borrow in 
your business or your personal affairs. 
C. Blanket Additional Insured 
The following is added to the SECTION II – 
COVERED AUTOS LIABILITY COVERAGE, Para-
graph A.1. Who Is An Insured Provision: 
Any person or organization that you are required to 
include as an additional insured on this coverage 
form in a contract or agreement that is executed by 
you before the “bodily injury” or “property damage” 
occurs is an “insured” for liability coverage, but only 
for damages to which this insurance applies and 
only to the extent that person or organization 
qualifies as an “insured” under the Who Is An 
Insured provision contained in SECTION II – 
COVERED AUTOS LIABILITY COVERAGE. 
The insurance provided to the additional insured will 
be on a primary and non-contributory basis to the 
additional insured’s own business auto coverage if 
you are required to do so in a contract or agreement 
that is executed by you before the “bodily injury” or 
“property damage” occurs. 
D. Blanket Waiver Of Subrogation 
The following is added to the SECTION IV – BUSI-
NESS AUTO CONDITIONS, A. Loss Conditions, 
5. Transfer Of Rights Of Recovery Against 
Others To Us: 
We waive any right of recovery we may have against 
any person or organization to the extent required of 
you by a contract executed prior to any “accident” or 
“loss”, provided that the “accident” or “loss” arises 
out of the operations contemplated by such contract. 
The 
waiver 
applies 
only 
to 
the 
person 
or 
organization designated in such contract. 
E. Employee Hired Autos 
1. The following is added to the SECTION II – 
COVERED AUTOS LIABILITY COVERAGE, 
Paragraph A.1. Who Is An Insured Provision:  
An “employee” of yours is an “insured” while 
operating an “auto” hired or rented under a 
contract or agreement in that “employee's” 
name, with your permission, while performing 
duties related to the conduct of your business. 
2. Changes In General Conditions: 
Paragraph 5.b. of the Other Insurance Con-
dition in the BUSINESS AUTO CONDITIONS is 
deleted and replaced with the following:  
b. For Hired Auto Physical Damage Coverage, 
the following are deemed to be covered 
“autos” you own: 
(1) Any covered “auto” you lease, hire, rent 
or borrow; and 
(2) Any covered “auto” hired or rented by 
your “employee” under a contract in that 
individual “employee's” name, with your 
permission, while performing duties 
related to the conduct of your business. 
However, any “auto” that is leased, 
hired, rented or borrowed with a driver is 
not a covered “auto”. 
F. Fellow Employee Coverage 
SECTION II – COVERED AUTOS LIABILITY 
COVERAGE, Exclusion B.5. does not apply if you 
have workers compensation insurance in-force 
covering all of your employees.   
G. Auto Loan Lease Gap Coverage 
SECTION III – PHYSICAL DAMAGE COVERAGE, 
C. Limit Of Insurance, is amended by the addition 
of the following: 
In the event of a total “loss” to a covered “auto” 
shown in the Schedule of Declarations, we will pay 
any unpaid amount due on the lease or loan for a 
covered “auto”, less:  
1. The 
amount 
paid 
under 
the 
PHYSICAL 
DAMAGE COVERAGE section of the policy; 
and 
2. Any:  
a. Overdue lease/loan payments at the time of 
the “loss”;

PPA 300 03 13 
 
Page 3 of 5 
b. Financial penalties imposed under a lease 
for excessive use, abnormal wear and tear 
or high mileage. 
c. Security deposits not returned by the lessor; 
d. Costs for extended warranties, Credit Life 
Insurance, Health, Accident or Disability 
Insurance purchased with the loan or lease; 
and 
e. Carry-over balances from previous loans or 
leases. 
H. Glass Repair – Waiver Of Deductible 
SECTION III – PHYSICAL DAMAGE COVERAGE, 
D. Deductible is amended by adding the following: 
No deductible for a covered “auto” will apply to glass 
damage if the glass is repaired rather than replaced.  
I. 
Personal Effects Coverage 
The following is added to SECTION III – PHYSICAL 
DAMAGE COVERAGE, A. Coverage, 4. Coverage 
Extensions: 
c. Personal Effects Coverage 
In the event of a total theft loss of your covered 
“auto” we will pay up to $400 for “loss” to 
wearing apparel and other personal effects 
which are: 
(1) Owned by an “insured”; and 
(2) In or on your covered “auto”; 
No deductible applies to Personal Effects 
Coverage. 
J. Hired Auto Physical Damage Coverage 
The following is added to SECTION III – PHYSICAL 
DAMAGE COVERAGE, A. Coverage, 4. Coverage 
Extensions: 
d. Hired Auto Physical Damage Coverage 
If hired “autos” are covered “autos” for Liability 
Coverage and this policy also provides Physical 
Damage Coverage for an owned “auto”, then the 
Physical Damage Coverage is extended to 
“autos” that you hire, rent or borrow subject to 
the following: 
(1) The most we will pay for “loss” in any one 
“accident” to a hired, rented or borrowed 
“auto” is the lesser of: 
(a) $60,000 
(b) The actual cash value of the damaged 
or stolen property as of the time of the 
“loss”; or 
(c) The cost of repairing or replacing the 
damaged or stolen property with other 
property of like kind and quality. 
(2) An adjustment for depreciation and physical 
condition will be made in the event of a total 
“loss”. 
(3) If a repair or replacement results in better 
than like kind or quality, we will not pay for 
the betterment. 
(4) A deductible equal to the highest Physical 
Damage deductible applicable to any owned 
auto will apply. 
(5) This Coverage Extension will not apply to: 
(a) Any “auto” that is hired, rented or 
borrowed with a driver; or 
(b) Any “auto” that is hired, rented or 
borrowed from your “employee”. 
K. Hired Auto Physical Damage – Loss Of Use 
The following is added to SECTION II – COVERED 
AUTOS LIABILITY COVERAGE, A.2. Coverage 
Extensions: 
e. We will pay sums which you legally must pay to 
the lessor of a covered “auto” which you have 
leased without a driver for thirty (30) days or less 
for the lessor’s loss of use of the covered “auto”, 
provided:  
(1) This insurance provides comprehensive, 
specified causes of loss or collision covered 
on the covered “auto”; 
(2) The loss of use results from the covered 
“auto” being damaged in an “accident” while 
you are leasing it. 
We will pay up to a maximum limit of $1,500 for 
this covered extension. 
L. Hired Car – Worldwide Coverage 
The following is added to SECTION II – COVERED 
AUTOS LIABILITY COVERAGE, A.2. Coverage 
Extensions: 
f. 
Hired Car – Worldwide Coverage 
(1) We will pay all sums an “insured” legally 
must pay as damages because of “bodily 
injury” or “property damage” to which this 
insurance applies, caused by an “accident” 
which occurs outside of the United States of 
America, the territories and possessions of 
the United States of America, Puerto Rico 
and Canada resulting from the maintenance, 
or use of any covered “auto” of the private 
passenger type you lease, hire, rent or 
borrow without a driver for thirty (30) days or 
less. 
(2) With respect to any claim made or “suit” 
instituted outside the United States of 
America, the territories and possessions of 
the United States of America, Puerto Rico, 
and Canada:

PPA 300 03 13 
 
Page 4 of 5 
(a) You shall undertake the investigation, 
settlement and defense of such claims 
and “suits” and keep us advised of all 
proceedings and actions. 
(b) You will not make any settlement 
without our consent. 
(c) We will reimburse you: 
(i) For the amount of damages be-
cause of liability imposed upon you 
by law on account of “bodily injury” 
or “property damage” to which this 
insurance applies, and 
(ii) For 
all 
reasonable 
expenses 
incurred 
with 
our 
consent 
in 
connection with the investigation, 
settlement or defense of such 
claims or “suits”. Reimbursement for 
expenses will be part of the Limit of 
Insurance 
for 
liability 
coverage 
shown 
in 
the 
Business 
Auto 
Coverage Declarations, and not in 
addition to such limits.   
(3) The limit of Insurance for Liability Coverage 
shown in the Business Auto Coverage 
Declarations is the most we will reimburse 
you for the sum of all damages imposed on 
you, as set forth in paragraph 2.c. above, 
and all expenses incurred by you arising out 
of any single “accident” or “loss”. 
(4) You must maintain the greater of the follow-
ing primary auto liability insurance limits: 
(a) Compulsory admitted insurance with 
limits required to be in force to satisfy 
the legal requirements of the jurisdiction 
where the accident occurs; or 
(b) Insurance limits required by law and 
issued by a government entity or by an 
insurer licensed or permitted by law to 
do business in the jurisdiction where the 
“accident” occurs; or 
(c) Auto liability insurance limits of at least 
$300,000 combined single limit or 
$100,000 per person/$300,000 per acci-
dent Bodily Injury, $100,000 Property 
Damage. 
If you fail to comply with the above, this 
insurance is not invalidated. However, in the 
event of a “loss”, we will pay only to the 
extent that we would have been liable had 
you so complied.  
(5) The insurance provided by this coverage 
extension is excess over any other collec-
tible insurance available to you whether on a 
primary, excess contingent or any other 
basis. 
M. Temporary Transportation Expenses 
SECTION III – PHYSICAL DAMAGE COVERAGE, 
A.4. 
Coverage 
Extensions, 
subparagraph 
a. 
Transportation Expenses is deleted and replaced 
by the following: 
a. Transportation Expenses 
(1) We will pay up to a maximum of $1,500 for 
temporary transportation expense incurred 
by you because of Physical Damage to a 
covered “auto”. 
(2) We will pay only for those covered “autos” 
for which you carry Comprehensive, Colli-
sion or Specified Case of Loss Coverage.  
(3) We will pay only for those expenses incurred 
by you during the period of time that begins 
twenty-four (24) hours after the covered 
“loss” and ends at the time when the 
covered “auto” can be reasonable repaired 
or replaced. 
(4) This coverage does not apply while there 
are spare or reserve “autos” available to you 
for your operations. 
N. Amended Bodily Injury Definition – Mental 
Anguish 
The 
following 
is 
added 
to 
SECTION 
V 
– 
DEFINITIONS, Definition C.: 
“Bodily injury” also includes mental anguish, but only 
when the mental anguish arises from other bodily 
injury, sickness or disease. 
O. Airbag Coverage 
The following is added to SECTION III – PHYSICAL 
DAMAGE COVERAGE B. Exclusions 3.a.: 
However, this exclusion will not apply to accidental 
discharge of an airbag due to mechanical or 
electrical breakdown. 
P. Amended Insured Contract Definition – Railroad 
Easement 
SECTION V – DEFINITIONS paragraph H. “Insured 
contact” is modified as follows: 
1. Paragraph H.3. is replaced by the following: 
3. Any easement or license agreement. 
2. Paragraph H.6.a. is deleted. 
Q. Coverage Extensions – Audio, Visual And Data 
Electronic Equipment Not Designed Solely For 
The Production Of Sound  
SECTION III – PHYSICAL DAMAGE COVERAGE 
B. Exclusions, exception paragraph a. to exclusion 
4.c. and 4.d. is deleted and replaced with the 
following:

PPA 300 03 13 
 
Page 5 of 5 
a. Equipment and accessories used with such 
equipment, except for tapes, records, discs or 
other electronic media device, provided such 
equipment is permanently installed in the 
covered “auto” at the time of the “loss” or is 
removable from the housing unit which is 
permanently installed in the covered “auto” at 
the time of the “loss”, and such equipment is 
designed to be solely operated by use of the 
power from the “autos” electrical system, in or 
upon the covered “autos”; or  
R. Notice Of And Knowledge Of Occurrence 
SECTION IV – BUSINESS AUTO CONDITIONS, 
A.2. Duties In The Event Of Accident, Claim Suit 
Or Loss, subparagraph a. is deleted and replaced 
with the following: 
a. In the event of “accident”, claim, “suit” or “loss”, 
you must give us or our authorized repre-
sentative prompt notice of the “accident” or 
“loss” including: 
(1) How, when and where the “accident” or 
“loss” occurred; 
(2) The “insured’s” name and address; and 
(3) To the extent possible, the names and 
addresses of any injured person and 
witnesses. 
Your duty to give us or our authorized 
representative prompt notice of the “accident” or 
“loss” applies only when the “accident” or “loss” 
is known to: 
(1) You, if you are an individual; 
(2) A partner if you are a partnership; or 
(3) An executive officer or insurance manager, if 
you are a corporation. 
S. Unintentional Errors Or Omissions 
SECTION IV – BUSINESS AUTO CONDITIONS, B. 
General Conditions; 2. Concealment Misrepre-
sentation Or Fraud is amended by adding the 
following: 
The unintentional omission of, or unintentional error 
in, any information given by you shall not prejudice 
your rights under this insurance. However this pro-
vision does not affect our right to collect additional 
premium or exercise our right of cancellation or 
nonrenewal. 
T. Towing Coverage 
SECTION III – PHYSICAL DAMAGE COVERAGE, 
A.2. Towing, is deleted and replaced by the 
following: 
2. We will pay up to $750 for towing and labor 
costs incurred each time a covered “auto” is 
disabled due to a covered cause of loss. 
However: 
a. 
All labor must be performed at the place of 
disablement; and 
b. 
If the covered auto is a private passenger 
type no deductible applies; and 
c. 
If the covered auto is not of the private 
passenger type our obligation to pay will be 
reduced 
by 
a 
$250 
deductible 
per 
disablement. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ALL OTHER TERMS AND CONDITIONS OF THIS POLICY REMAIN UNCHANGED.

¤ 1983 National Council on Compensation Insurance. 
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY 
WC 00 03 13 
(Ed. 4-84) 
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT 
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce 
our right against the person or organization named in the Schedule. (This agreement applies only to the extent that 
you perform work under a written contract that requires you to obtain this agreement from us.) 
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. 
Schedule 
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. 
(The information below is required only when this endorsement is issued subsequent to preparation of the policy.)
Endorsement Effective 
Policy No. 
Endorsement No. 
Insured
Premium
 
Insurance Company
Countersigned by ___________________________________________ 
 
WC 00 03 13
(Ed. 4-84)  
Any person or organization that you have agreed with in a written contract to provide this agreement.
Wilson Engineers, LLC
PSW0001259
 01-01-2020
RLI Insurance Company