Agreement - Dibble

g ® CHANDLER
MS 201 Zona

Community of Innovation

PROFESSIONAL SERVICES AGREEMENT
Construction Management Services
VETERAN'S MEMORIAL PHASE II

Project No. PR2004.451
Council Date: April 22, 2021 Item No.

THIS AGREEMENT (“Agreement”) is made and entered into on the day of,

2021 (“Effective Date”), by and between City of Chandler, an Arizona municipal corporation,
(“City”), and Dibble CM, LLC, a Delaware limited liability company, ("Consultant") (City and
Consultant may individually be referred to as “Party” and collectively referred to as
“Parties”).

RECITALS

A. City proposes to engage Consultant to provide Construction Management Services for
VETERAN’S MEMORIAL PHASE II 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 I--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 Page 1
Public Works & Utilities Department, Capital Projects Division

Project Name: VETERAN'S MEMORIAL PHASE II

Project No.: PR2004.451

Rev. 3/2/2021

SECTION II--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 200
calendar days after the Notice to Proceed (NTP) Date.

SECTION IIl--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 $122,400 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: CapitalProjects.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: CIP City Engineer

P.O. Box 4008, Mail Stop 407
Chandler, AZ 85244-4008

City of Chandler Professional Services Agreement Page 2
Public Works & Utilities Department, Capital Projects Division

Project Narne: VETERAN'S MEMORIAL PHASE II

Project No.: PR2004.451

Rev. 3/2/2021

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. KC Brandon

Dibble CM, LLC
7878 N. 16" St., Ste. 300
Phoenix, AZ 85020

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 (this requirement is increased to five years if construction of this
project is federally funded). 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

City of Chandler Professional Services Agreement Page 3
Public Works & Utilities Department, Capital Projects Division

Project Name: VETERAN’S MEMORIAL PHASE II

Project No.: PR2004.451

Rev. 3/2/2021

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
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 ("Indemnitor") must
indemnify, save and hold harmless City and its officers, officials, agents and employees
("Indemnitee") 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 Indemnitee from and against any and all Claims, except those arising solely from
Indemnitee'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 Indemnitee 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
City of Chandler Professional Services Agreement Page 4

Public Works & Utilities Department, Capital Projects Division
Project Name: VETERAN'S MEMORIAL PHASE Ii

Project No.: PR2004.451

Rev. 3/2/2021

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
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.

5.10 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

City of Chandler Professional Services Agreement Page 5
Public Works & Utilities Department, Capital Projects Division

Project Name: VETERAN'S MEMORIAL PHASE I!

Project No.: PR2004.451

Rev. 3/2/2021

time that a settlement on those claims has been reached.

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
City of Chandler Professional Services Agreement Page 6

Public Works & Utilities Department, Capital Projects Division
Project Name: VETERAN'S MEMORIAL PHASE I!

Project No.: PR2004.451

Rev. 3/2/2021

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
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. 8§ 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

City of Chandler Professional Services Agreement Page 7
Public Works & Utilities Department, Capital Projects Division

Project Name: VETERAN'S MEMORIAL PHASE II

Project No.: PR2004.451

Rev, 3/2/2021

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
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,

City of Chandler Professional Services Agreement Page 8
Public Works & Utilities Department, Capital Projects Division

Project Name: VETERAN'S MEMORIAL PHASE II

Project No.: PR2004.451

Rev. 3/2/2021

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
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

City of Chandler Professional Services Agreement Page 9
Public Works & Utilities Department, Capital Projects Division

Project Name: VETERAN'S MEMORIAL PHASE II

Project No.: PR2004.451

Rev. 3/2/2021

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
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.

City of Chandler Professional Services Agreement Page 10
Public Works & Utilities Department, Capital Projects Division

Project Name: VETERAN'S MEMORIAL PHASE II

Project No.: PR2004.451

Rev. 3/2/2021

5.42 Cooperative Purchasing Agreement (S.A.V.E. - Strategic Alliance for Volume

Ex i . In addition to City of Chandler and with the approval of Consultant, this
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 Page 11
Public Works & Utilities Department, Capital Projects Division

Project Name: VETERAN'S MEMORIAL PHASE II

Project No.: PR2004.451

Rev. 3/2/2021

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.
CIP City Engineer

APPROVED AS TO FORM:

City Attorney Wh

ATTEST:

City Clerk Seal

Dibble CM, LLC

Signature—~ Date

EG ic a oa

Print Name ~

Title

keke baw 2a bbb. 1.60777

Signer Email Address

City of Chandler Professional Services Agreement

Public Works & Utillties Department, Capital Projects Division
Project Name: VETERAN'S MEMORIAL PHASE II

Project No.: PR2004.451

Rev, 3/2/2021

Page 12

EXHIBIT “A”
SCOPE OF SERVICES/SCHEDULE

City of Chandler Professional Services Agreement - Exhibit “A” Page A-1
Public Works & Utilities Department, Capital Projects Division

Project Name: VETERAN'S MEMORIAL PHASE II

Project No.: PR2004.451

Rev. 3/2/2021

DIBBLECM
ees EXHIBIT “A”

CONSTRUCTION MANAGEMENT
SCOPE OF SERVICES

PROJECT TASKS

1, PRE-CONSTRUCTION ASSISTANCE
A. Task 1.1 Preconstruction Assistance
i. Consultant must attend the pre-construction meeting.
ii. Consultant must attend the pre-construction public meeting.

iii, Consultant must attend coordination meeting with the Public Outreach
Consultant to review improvements and properties requiring specific outreach
efforts.

2. CONSTRUCTION MANAGEMENT
A. Task 2.1 Weekly Construction Meetings

i. Consultant must conduct were construction meetings. Each meeting includes
agenda and minutes; Request for Information (RFI); Shop Drawings Request for
Information (RFI); Field Directive (FD); Material Certification; and Allowance Logs.
Consultant assumes 28 weekly meetings will be held.

Task 2.2 CPM Schedule

i. Consultant must review and evaluate Contractor's initial CPM schedule and provide
recommendations for acceptance.

ii. Consultant must review Contractor's monthly CPM schedule updates submitted
with each payment application, identify CPM tasks behind schedule that may affect
critical path items, project substantial and final completion dates, and initiate
correspondence to City regarding those tasks. Consultant assumes 7 reviews of
updated CPM schedule.

C. Task 2.3 Requests for Information (RFI's)

i. Consultant must review, evaluate, and respond to Contractor Requests for
Information (RFI's); and prepare and maintain a submittal log of all RFI’s. Consultant
assumes a maximum of 25 RFI responses.

D. Task 2.4 Shop Drawing Submittals

i. Consultant must review, evaluate, and respond to Contractor shop drawing
submittals; and prepare and maintain a submittal log of all shop drawing
submittals. Consultant assumes a maximum of 30 reviews.

. Task 2.5 Requests for Proposal (RFP)

i. Consultant must prepare Requests for Proposal (RFP) documents detailing
requested additional work tasks; review and evaluate Contractor RFP responses
(cost derivations) with approval recommendations; and prepare and maintain a
submittal log list of all RFP’s. Consultant assumes 15 RFPs.

F. Task 2.6 Field Directives (FD's)

i. Consultant must prepare Field Directive (FD) documents detailing requested
additional work tasks; review and evaluate Contractor FD responses with approval

recommendations; and prepare and maintain a submittal log list of all FD’s.
Consultant assumes 15 FD's.

G. Task 2.7 Contractor Payment Applications

i. Consultant must review and evaluate Contractor monty payment applications
and make recommendation for payment; maintain a weekly record of constructed
pay quantities and compile monthly totals; and coordinate payment application
with the City quantity report and the Ws Sica daily logs. Consultant assumes a
maximum of 8 payment applications, with 2 reviews each.

H. Task 2.8 Public Outreach =N/A

i. Consultant must provide public outreach services, whether by Consultant or
subconsultant. Tasks will include: create and maintain project websites maintain a
24-hour bilingual project hotline to respond to inquiries, complaints and maintain
a call log; public weekly email updates; public interactions with property owners as
a liaison between property owners and the City; coordination meetings; project
meetings; public meeting coordination; federal funds required partnering process
(project team partnering meeting, maintaining status).

3. CONSTRUCTION INSPECTION
A. Task 3.1 Inspection Services

i. Consultant must provide weekly construction inspection to verify materials and
installations conform to construction documents; prepare daily inspection reports
documenting Contractor construction activities and progress during field
inspection visits; and perform intermittent erosion control inspections. Consultant
assumes 1 inspector part time 15 hrs. per week for 7 months.

B. Task 3.2 Landscape / Irrigation Inspection Services = N/A

i. Consultant must provide Irrigation system layout and installation observations;
attend and observe irrigation system pressure tests; and attend a nursery visit to
tag and inspect plant material. Consultant assumes site visits.

C. Task 3.3 Project Closeout

i. Consultant must compile non-conformance list prior to Substantial Completion;
schedule and conduct Substantial Completion inspection; prepare Substantial
Completion punch list generated from Substantial Completion inspection; track
items on Papsh list and note completed items; and complete and distribute
Substantial Completion certificates.

ii. Consultant must schedule and conduct Final Completion inspection; and complete
and distribute Final Completion certificates.

4, UTILITY COORDINATION
A. Task 4.1 Utility Coordination =N/A

i. Consultant must complete Acceptance of Construction (AOC) applications and
submit to MCESD for reclaimed water booster pump and potable water/sewer
improvements.

5. MATERIALS TESTING =N/A
A. Task 5.1 Quality Control (QC) Test Program

i. Consultant must review and verify Contractor's Qual Control material test type
and frequencies are consistent with City and MAG; review and evaluate
Contractor's QC test schedule and provide recommendations on acceptance; and
review and evaluate all Contractor sampling, test, and inspection results for
conformance with construction documents.

6.

B. Task 5.2 Quality Assurance (QA) Test Program

Consultant must prepare and maintain a materials Quality Assurance plan per City
and MAG.

Consultant must coordinate with Contractor's testing representative to obtain
required QA tests and sample; complete sampling and compaction testing of
subgrade (including lime-stabilized subgrade base), aggregate base and asphalt
concrete materials in new asphalt concrete pavement areas; complete sampling
and porpaction testing of subgrade, aggregate base (where required) and
concrete for new curbs, gutters, sidewalks and concrete pavement and structures;
and complete sampling and compaction testing of backfill for new irrigation, sewer,
water, storm drain pipe, and dry utilities.

RECORD DRAWINGS
A. Task 6.1 Record Drawings

Review and monitor Contractor’s weekly updates on red-line drawing set.

ASSUMPTION, CLARIFICATIONS, AND EXCLUSIONS

1.
2.
3.

Application fees for City reviews and permits will be paid by CITY.
The Owner's Allowance will only be utilized with prior written approval from the City representative.

The Direct Expense Allowance will be used for normal reimbursable expenses on the project. Items

must be billed at cost and backup must be provided with pay applications.

EXHIBIT “B”
COMPENSATION AND FEES

City of Chandler Professional Services Agreement - Exhibit “B” Page B-1
Public Works & Utilities Department, Capital Projects Division

Project Name: VETERAN'S MEMORIAL PHASE II

Project No.: PR2004.451

Rev. 3/2/2021

EXHIBIT "B"

DIBBLECM CONSTRUCTION MANAGEMENT

Fite i ea SCOPE OF SERVICES

FEE SCHEDULE

[Task] Description Cost
4 RE. ISTRU! IN ISTA\
1.1 |Pre-Construction Assistance $ 1,750.00
SUBTOTAL TASK 1: § 1,750.00
2 [CONSTRUCTION MANAGEMENT
2.1 |Weekly Construction Meetings $ 25,750.00
2.2 |CPM Schedule $ 2,500.00
2.3. [Requests for Information (RFI) $ 7,500.00
2.4 |Shop Drawing Submittals $ 7,500.00
2.5 |Requests for Proposal (RFP) $ 5,000.00
2.6 [Field Directive (FD) $ 5,000.00
2.7 [Contractor Payment Applications $ 2,500.00
2.8 [Public Outreach $ -
SUBTOTAL TASK 2:]| $ 55,750.00
3 CONSTRUCTION INSPECTION
3.1. [Inspection Services $ 50,400.00
3.2 |Landscapelirrigation Inspection Services (IF APPLICABLE) $ -
3.3. [Project Closeout $ 4,500.00
SUBTOTAL TASK 3:]| $ 54,900.00
4 |UTILITY COORDINATION
4.1 [utility Coordination $ =
SUBTOTAL TASK 4:] $ -
5 [MATERIALS TESTING
5.1 est Program $ =
5.2 |QA Test Program $ =
SUBTOTAL TASK 5:] $ -
6 [RECORD DRAWINGS
6.1 [Record Drawings $ -
SUBTOTAL TASK 6:]| $ -
ISUBCONSULTANTS

[Subconsultant Name

Subconsultant Name

[Subconsultant Name

alealea)

Subconsultant Name

rd
'

SUBTOTAL SUBCONSULTANTS:

[ALLOWANCES

[Direct Expense Allowance §

Owner's Allowance $ 10,000.00
SUBTOTAL ALLOWANCES:| $ 10,000.00

PROJECT TOTAL:| $ 122,400.00 |

1.1

1.2

1.3

1.4

1.5

1.6

2.1

EXHIBIT “C”
INSURANCE REQUIREMENTS

General.

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 A.M. 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 A.M. Best rating requirement will not be deemed to apply to required
Workers’ Compensation coverage.

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.

The insurance requirements set forth below 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 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.

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.

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.

Minimum Scope and Limits of Insurance. Consultant must provide coverage with limits of

liability not less than those stated below.

Professional Liability. \f 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” Page C-1
Public Works & Utilities Department, Capital Projects Division

Project Name: VETERAN'S MEMORIAL PHASE |!

Project No.: PR2004.451

Rev. 3/2/2021