Agreement - Brown and Caldwell, Inc.

g “ CHANDLER
Me arizona

Community of Innovation

PROFESSIONAL SERVICES AGREEMENT
Design Services
SEWER LIFT STATION REHABILITATION

Project No. WW2106.201
Council Date: May 27, 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 Brown and Caldwell, Inc., a California corporation, ("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 Design Services for SEWER LIFT STATION
REHABILITATION 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.

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Public Works & Utilities Department, Capital Projects Division

Project Name: SEWER LIFT STATION REHABILITATION

Project No.: WW2106.201

Rev. 3/30/2021

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 270
calendar days after the Notice to Proceed (NTP) Date.

SECTION III--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 $483,188 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:

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Public Works & Utilities Department, Capital Projects Division

Project Name: SEWER LIFT STATION REHABILITATION

Project No.: WW2106.201

Rev, 3/30/2021

To City: City of Chandler

Public Works & Utilities Department
Attn: CIP City Engineer

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

Phone: 480-782-3343

Email: andrew.goh@chandleraz.gov

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: {Brown and Caldwell, Inc.

201 N. Civic Dr., Walnut Creek, CA 94596

Statutory Agent Name: CT Corporation System

Statutory Agent Physical Address:

800 N. Central Ave., Ste. 460, Phoenix, AZ 85012

Statutory Agent Mailing Address:

800 N. Central Ave., Ste. 460, Phoenix, AZ 85012
Consultant's Authorized Project Representative:

Name: Mark Courtney

Title: Client Services Manager

Physical Address: 2 North Central Ave., Suite 1600, Phoenix, AZ 85004
Mailing Address: 2 North Central Ave., Suite 1600, Phoenix, AZ
85004Phone: 602-567-3814

Email: mailto:mcourtney@brwncald.com

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

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Public Works & Utilities Department, Capital Projects Division

Project Name: SEWER LIFT STATION REHABILITATION

Project No.: WW2106.201

Rev. 3/30/2021

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
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.

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Public Works & Utilities Department, Capital Projects Division

Project Name: SEWER LIFT STATION REHABILITATION

Project No.: WW2106.201

Rev. 3/30/2021

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
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

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Public Works & Utilities Department, Capital Projects Division

Project Name: SEWER LIFT STATION REHABILITATION.

Project No.: WW2106.201

Rev. 3/30/2021

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.

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 personne! 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.

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Public Works & Utilities Department, Capital Projects Division

Project Name: SEWER LIFT STATION REHABILITATION

Project No.: WW2106.201

Rev. 3/30/2021

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
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

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Project Name: SEWER LIFT STATION REHABILITATION

Project No,: WW2106.201

Rev. 3/30/2021

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
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

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

Project Name: SEWER LIFT STATION REHABILITATION

Project No.: WW2106.201

Rev. 3/30/2021

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
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

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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
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

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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
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: SEWER LIFT STATION REHABILITATION

Project No.: WW2106.201

Rev. 3/30/2021

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.

ACUY"
CITY OF CHANDLER

MAYOR

Recommended By:

Andrew Goh, P.E.
CIP City Engineer

APPROVED AS TO FORM:

City Attorne Nt A

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ATTEST:

City Clerk Seal
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City of Chandler Professional Services Agreement

Public Works & Utilities Department, Capital Projects Division
Project Name: SEWER LIFT STATION REHABILITATION

Project No.: WW2106.201

Rev. 3/30/2021

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: SEWER LIFT STATION REHABILITATION

Project No.: WW2106,201

Rev. 3/30/2021

Page A-1

Brown ano ®

Caldwell ;

2 North Central Avenue
Suite 1600
Phoenix, AZ 85004

T: 602.567.4000
F: 602.567.4001

April 9, 2024

Gina Ishida-Raybourn, PE

Utilities Engineering Manager
Public Works & Utilities Department
City of Chandler, AZ

Subject: City of Chandler (COC) Sewer Lift Station Rehabilitation Design
COC Project WW2106

Dear Ms. Ishida-Raybourn:

The City requested this project under the On-Call services agreement with Brown and
Caldwell (BC) to provide design and construction documents for implementing
recommendations made in a condition assessment report (Report) of the City’s sewer lift
stations. The Report was completed in 2020 (“City of Chandler Sewer Lift Station
Condition Assessment”; Jacobs, February 2020), and recommended rehab and capital
improvement projects (CIP) for nine (9) lift stations. BC and City Operations personnel
conducted lift station site visits on January 20" and February 16", 2021. Utilizing CIP
recommendations from the Report and City personnel recommendations, BC identified
rehab/improvement items for the lift stations.

The total costs for this lift station rehabilitation design contract are $483,188, and the
design project is scheduled to be completed in approximately nine months. Included
with this letter are the following documents: Scope of Work, Fee Tables B1. and B2,
Project Schedule, and BC Legal Notices Information Form.

We appreciate this opportunity to provide professional design services for this City of
Chandler project.

Sincerely,
Brown and Caldwell

Mark Courtney, PE
Project Manager

documenti

Exhibit A Scope of Work
Caldwell City of Chandler
Sewer Lift Station Rehabilitation Design

City of Chandler Project WW2106
April 9, 2021

Brown ano

Project Overview
This project consists of preliminary and detailed design services for various items of rehabilitation (rehab),

replacement, and improvements to nine (9) remote sewer lift stations/junction structure located in the City of
Chandler’s (City) wastewater collection system.

The City requested this project under the On-Call services agreement with Brown and Caldwell (BC) to implement
recommendations made in a condition assessment report (Report) of the City’s sewer lift stations. The Report
was completed in 2020 (“City of Chandler Sewer Lift Station Condition Assessment”; Jacobs, February 2020),
and recommended rehab and capital improvement projects (CIP) for nine (9) lift stations/junction structure (LS).
Below is a list of the nine LSs and the CIP items recommended for each. BC and City Operations personnel
conducted lift station site visits on January 20" and February 16", 2021. Utilizing CIP recommendations from
the Report and City personnel comments, BC identified rehab/improvement items for the lift stations and
junction structure listed below. BC’s scope will be to develop a single detailed, bid ready design package to
address the identified rehab/improvements. The list below details BC’s understanding of the
rehab/improvement items to be addressed for each of the remote facilities:

Kyrene Lift Station
e Replace existing deteriorated wet well access hatch
e Replace existing deteriorated piping in wet well

e Remove and reinstall existing pumps and appurtenances to allow rehabilitation of corrosion coating in the
wet well

* Rehabilitate corrosion coating in wet well, including baffle walls

e Rehabilitate five (5) upstream manholes with corrosion coating

¢ Open and assess the condition of the automatic transfer switch.

e Replace pump discharge valves (replace swing-check with ball-check) in valve vault
e Replace pump isolation plug valves with new, in valve vault

New Junction Structure
¢ Install fall protection in junction structure and in meter vault

Sunbird Lift Station
e Replace existing deteriorated wet well access hatch
e Replace existing deteriorated ductile iron pipe in wet well

° Remove and reinstall existing pumps and appurtenances to allow rehabilitation of corrosion coating in the
wet well

e Rehabilitate corrosion coating in wet well

Manganaro Lift Station

° Replace existing deteriorated wet well access hatch
¢ Install fall protection in wet well

sity Of\Lift Stati \Scope and Fee\Chandiar LS Rehab

EXHIBIT A | Page 1 of 6

City of Chandler: Sewer Lift Station Rehabilitation Design Scope of Work

e Install lighting in dry well

e Install variable frequency drives (VFDs)

e Repair corrosion coating in wet well (with access hatch work)
e EI&C reconnections for equipment replaced under this project.

Golf Course Lift Station
e Wet Well
- Replace existing deteriorated access hatch on wet well
- Replace existing deteriorated piping in wet well
- Demo existing concrete stairs in wet well
- Rehabilitate corrosion coating in wet well including corrosion coating to repair demolition of stairs.
- Remove existing entry door
e Replace generator enclosure in kind
e Rehabilitate force main ARV manhole with corrosion coating
e Rehabilitate inflow manhole with corrosion coating
e Dry Well
- On the discharge piping in the dry well, replace three existing 6-inch butterfly valves with plug valves

Mission Estates Lift Station
¢ Coat existing piping and valves in valve vault
° Rehabilitate corrosion coating for discharge piping

e Replace ATS to correct neutral bonding issues. Contractor to perform in conjunction with project. Per Vik and
in consultation with other internal staff, ATS can be used with conspicuous labeling outside the panel and
removal/isolation of upstream Neutral wire prior to hookup and transfer of power to generator. It comes
down to repair to configure Correctly with integral neutral isolation and generator transfer vs. modified
hookup with neutral removal and work inside the ATS to facilitate the hookup of a generator. According to
staff, we have never had to run off emergency power. City will need to determine if proper run/transfer is
desired versus modified hookup with neutral removal.

Old Pecos Lift Station
¢ Rehabilitate corrosion coating in wet well, including discharge piping

Riggs Lift Station

e Replace existing deteriorated access hatch

e Rehabilitate corrosion Coating in wet well, including discharge piping

e Design offsite water main extension for potable water supply

° Replace deteriorated generator enclosure (in kind)

e Rehabilitate one (1) upstream manhole with corrosion coating (include Lucity manhole ID in plans)
e Modify MCC/concrete slab to enable MCC doors to open properly

Germann/Tumbleweed Lift Station

e Remove and replace slab on grade around wet well

| Brown» Caldwell :
EXHIBIT A | Page 2 of 6

ments\ PROPOSAL \Chandier, City of

City of Chandler: Sewer Lift Station Rehabilitation Design Scope of Work

Assumptions

The following items are assumed:

e Where the term “BC” is used in this scope, it shall mean Brown and Caldwell and/or BC’s sub-consultants.
e It is not anticipated that City permits will be required.

e Non-City permit fees by MCESD are not anticipated because the scope of this work is not expected to affect
lift station capacities or treatment. BC will notify MCESD via email to document this understanding. The only

exception is that the proposed water main extension to serve the Riggs LS will require MCESD review and
approval. Submission will only include related plan sheets along with the plan set cover sheet. No facility or
water demand calculations will be made by BC.

¢ Opinions of probable construction cost estimates, financial analyses, and feasibility projections are subject
to many influences including, but not limited to, price of labor and materials, unknown or latent conditions of
existing equipment or structures, and time or quality of performance by third parties. Such influences may
not be precisely forecasted and are beyond the control of BC; actual costs incurred may vary substantially
from the estimates prepared by BC. BC does not warrant or guarantee the accuracy of construction or
development cost estimates.

e All information on the pipe, equipment and features of the existing lift stations will be based on Record
Drawings provided, visual inspections, and discussions with City operations staff. No additional pump or
modeling calculations will be completed under this scope unless otherwise specified.

e This scope of work excludes public involvement activities.
° Specified corrosion coatings will be standard City approved epoxy type products.

e Any features or equipment that are recommended to be replaced will be in kind to the existing
model/manufacture unless specific model/manufacture is requested by the City.

e The design plans and specifications will be prepared in formats suitable for competitive bidding of
construction.

¢ The City will provide all front end specifications.

© The City will provide all plan and specification reproduction for bidding and construction.

e The City shall provide access to Record Drawings for all project lift stations in PDF format.
e BC standards for CAD will be followed.

e No addenda, conformed drawings or construction support is included in this scope of work.
e AutoCAD drawings will be in 2-D format. 3-D design will not be provided.

¢ Construction administration and inspection services are not included in this scope of work.
e  Itis assumed City staff will support BC staff during all site visits.

The following specific phases and tasks are proposed.

Phase 100 - Project Management Services

Task 104 - Project Management

BC shall perform overall project management to maintain and monitor the project schedule and fee. BC will
submit to the City a payment request that summarizes the following by task: budget amount, previous
expenditures, period expenditures, total expenditures, and remaining balance. A monthly progress report will be
included with the invoice that summarizes the work completed in the previous billing period.

Task 102 - Quality Management Reviews

BC will perform periodic quality reviews of the work Progress utilizing appropriately qualified principal staff to
verify that the project scope is achieved. BC will perform in-house quality reviews on deliverables prior to
submittal to the City in addition to ongoing quality management of the work flow.

a
Brown» Caldwell :
i EXHIBIT A | Page 3 0f 6

City of Chandler: Sewer Lift Station Rehabilitation Design Scope of Work

Phase 200 - Project Initiation

Task 204 - Kick-Off and Progress/Review Meetings

A kickoff meeting (assumed one hour duration) with representatives from BC and the City will be conducted at
project initiation. The following will be accomplished:

e Introduce team members

¢ Review the overall project scope and schedule

e Review the itemized list of rehab items for each lift station

e Identify specific goals and expectations

e Identify key issues affecting project development

e Request background information

Meeting minutes will be prepared and distributed to the attendees by BC.

In addition to the kick-off meeting, BC will participate in up to five (5) virtual progress/review meetings (assumed
one hour duration each) with the City’s project team, with participation by BC’s Project Manager, Lead Engineer,
Project Engineer, structural engineer and electrical engineer as determined to be necessary. Three (3) of the
meetings will be for review of the milestone submittals at 60%, 90%, and final design completion. The purpose
of the progress meetings is to provide an Opportunity for BC and the City to review progress of the work and draft
deliverables; anticipate and mitigate performance problems; adjust project tasks and effort as/if necessary; and
address other issues and concerns. BC will prepare an agenda for each of the progress and submittal review
meetings. BC will prepare and distribute draft meeting minutes. BC will prepare and distribute final meeting
minutes after the draft meeting minutes are approved by the City’s Project Manager.

Task 202 ~ Site Visits

Site visits to the eight lift stations will be conducted to support the designs. The 96 total hours budgeted for site
visits over the course of design is based on two, one-hour visits by six BC project team members (PM, Lead
Engineer, Project Engineer, Senior Electrical Engineer, EI&C Engineer, and Structural Engineer) for each of the
eight sites.

Phase 300 - Design & Construction Documents

Construction documents will be prepared to address the rehabilitation design elements identified for each lift
Station, as listed above in the Project Overview section. The construction documents will include design drawings
and specifications.

Drawings for each lift station will include a site plan with drone photo background and numbered references to
specific rehabilitation detail drawings, and detail drawings for the specific rehabilitation items. Detail drawings
will be developed using a combination of record drawings and digital photographs of existing facilities and
equipment. Drawings will be prepared on 24-inch by 36-inch format using the latest AutoCAD software and in
accordance with the City of Chandler Design Guidelines. Specifications will be prepared in CSI Series 50 format.
Drawings and specifications will be submitted in PDF format. Opinions of probable construction cost will be
provided as part of the 60%, 90%, and Final submittals.

Task 301 - 60 Percent Design & Documents

At approximately 60 percent complete, plans, specifications, and an opinion of probable construction cost will be
submitted to the City for review. A review meeting will be conducted with City staff under Task 201 to discuss
comments. This deliverable will include a drawings set to include a site plan with recommended rehabilitation
callouts for each site and a set of project specifications, The drawings and specifications for each discipline shall
be 60% complete, coordinated, and have progressed where the design intent is established and show the work
in sufficient detail that a builder can recognize general building elements and requirements for construction. The
Set of drawings will include a cover sheet, index sheet, general details, and location of each site.

[Ee |
Brown Caldwell :
a!

EXHIBIT A | Page 4 of 6

\\bephxipO1\ Departmen!

City of Chandler: Sewer Lift Station Rehabilitation Design Scope of Work

Deliverables:
e 60% Design drawings and specifications in electronic PDF format
© Opinion of Probable Construction Cost

Task 302 - 90 Percent Design & Documents

At approximately 90 percent complete, plans, specifications, and an opinion of probable construction cost will be
submitted to the City for review. A review meeting will be conducted with City staff under Task 201 to discuss
comments. Drawings and details in all disciplines should be 90% complete, incorporating City comments
provided during the 60% deliverable review. Specifications should be essentially complete. Design calculations
in all disciplines shall be essentially complete and checked.

Deliverables:

e 90% Design drawings and specifications in electronic PDF format

e Submission of Riggs LS water main extension drawings to MCESD for review to obtain an Approval to
Construct

e Updated Opinion of Probable Construction Cost

Task 303 ~ Final Design & Documents

Upon receipt of all review comments from the City, BC shall prepare final plans, specifications, and opinion of

probable construction costs. Drawings and specifications should be complete and accepted by the City.
Deliverables:

e Final Design drawings and specifications in electronic PDF format

e Approved Approval to Construct from MCESD for Riggs LS water main extension

e Final Opinion of Probable Construction Cost

Task 304 ~ Bidding Assistance

BC will provide support for the City during the bidding phase of the project. Services will include participation in
virtual meetings, and assisting the City with answering questions from prospective bidders and providing
information for addenda. The total budget for this task is based on 16 hours for a senior engineer and 32 hours
for a project engineer. If the City chooses to have the project delivered via Construction Manager at Risk (CMAR)
or Job Order Contracting (JOC), services under this task will be provided to assist the City with CMAR/JOC
coordination during the pre-construction services.

Phase 400 - Design Phase Allowances

401 - Survey/Confined Space Allowance

Allowances are provided for the field survey to support the design of the potable water main extension at the
Riggs Lift Station, and for confined space entry assessments for wet wells.

402 ~ Agency Review Allowance

An allowance is provided for Maricopa County Environmental Services Department (MCESD) permit to construct
review for the Riggs Lift Station off-site water main extension.

403 - Drone Site Plans Allowance

An allowance is provided for drone digital photographs to serve as background for site plans for each of the lift
station sites.

Brown»»Caldwell :
ee |

\

EXHIBIT A | Page 5 of 6

040921. doex

Departmen:

POSAL\Chandler. City of Lift Station Rehab Desi

City of Chandler: Sewer Lift Station Rehabilitation Design Scope of Work

Phase 500 - Owner Allowance

A twenty thousand dollar ($20,000) Owner Allowance is included for design phase services not described in this
Scope as required or requested by the City. These services shall be negotiated and approved by the City before
work is executed.

Compensation

BC will perform the services described above ona lump sum per task basis in accordance with the fee schedule
in Exhibit B1 and the hours and rates in Exhibit B2. The lump sum tasks will be billed monthly based on percent
complete per task. The total fee to complete the Scope of Work is $483,188.00, including allowance funds for
Phases 400 and 500. Allowance tasks will be billed based on actual costs incurred.

Schedule

The work will commence once the City provides a written Notice to Proceed (NTP) and is expected to be
completed within approximately nine (9) months from receipt of the NTP. A preliminary design schedule is
attached as Exhibit C.

mt
Brown» Caldwell :
See | EXHIBIT A | Page 6 of 6

Chandler LS Rehab Di

benhxfp04\ Departments \ PROPOSAL \Chandier, Cily of \Lift Station Rehab Desi