Agreement - Ritoch Powelll and Associates
Extracted text (via pymupdf)
57319 characters
City of Chandler Professional Services Agreement
Page 1
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
Rev. 3/30/2021
PROFESSIONAL SERVICES AGREEMENT
Construction Management Services
ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No. EN2101.451
Council Date:
May 13, 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 Ritoch-Powell & Associates Consulting Engineers, Inc.,
an Arizona 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 Construction Management Services for ON-
CALL CONSTRUCTION MANAGEMENT SERVICES 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
City retains Consultant to perform construction management services to support the
City's FY2021-2030 Capital Improvement Program. The City's Capital Projects Manager
will seek Individual task order proposals from Consultant for each project. The
Consultant will perform the following, but not exclusive, services as may be requested
by the Capital Projects Manager: site Investigations, studies, design services that Includes
preparation of plans,
specifications,
and
cost
estimates,
field
surveys,
site
planning, construction administration and Inspection, project management, and other
engineering/consulting related services as described in Exhibits "A" and ‘B”. Consultant
must perform the services described in Exhibits "A" and "B" 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.
City of Chandler Professional Services Agreement
Page 2
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
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 is two years that
begins on the Effective Date. The City retains the option to extend the term for one two-
year term.
SECTION III--PAYMENT OF COMPENSATION AND FEES
Unless amended in writing by the Parties, Consultant’s compensation and fees as more fully
described in Exhibits “A” and “B” for performance of the services approved and accepted
by City under this Agreement must not exceed $500,000 for any single year of this two-year
Agreement term. 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
Not Applicable
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:
City of Chandler Professional Services Agreement
Page 3
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
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:
Ritoch-Powell & Associates Consulting Engineers, Inc.
1001 N. Central Ave., Ste. 900, Phoenix, AZ 85004
Statutory Agent Name: Karl G. Obergh
Statutory Agent Physical Address:
1001 N. Central Ave., Ste. 900, Phoenix, AZ 85004
Statutory Agent Mailing Address:
1001 N. Central Ave., Ste. 900, Phoenix, AZ 85004
Consultant’s Authorized Project Representative:
Name: Frank Henderson
Title: Vice President
Physical Address: 1001.N. Central Ave., Ste. 900, Phoenix AZ 85004
Mailing Address: 1001 N. Central Ave., Ste. 900, Phoenix, AZ 85004
Phone: 602-263-1177
Email: fhenderson@rpaeng.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
City of Chandler Professional Services Agreement
Page 4
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
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.
City of Chandler Professional Services Agreement
Page 5
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
Rev. 3/30/2021
5.5 Indemnification. To the extent permitted by law, the Consultant ("lndemnitor") must
indemnify, save and hold harmless City and its officers, officials, agents and employees
("lndemnitee") from any and all claims, actions, liabilities, damages, losses or expenses
(including court costs, attorneys' fees and costs of claim processing, investigation and
litigation) ("Claims") caused or alleged to be caused, in whole or in part, by the wrongful,
negligent or willful acts, or errors or omissions of Consultant or any of its owners, officers,
directors, agents, employees, or subconsultants in connection with this Agreement. This
indemnity includes any claim or amount arising out of or recovered under workers'
compensation law or on account of the failure of Consultant to conform to any federal,
state or local law, statute, ordinance, rule, regulation or court decree. Consultant must
indemnify lndemnitee from and against any and all Claims, except those arising solely from
lndemnitee's own negligent or willful acts or omissions. Consultant is responsible for
primary loss investigation, defense and judgment costs where this indemnification applies.
In consideration of the award of this Agreement, Consultant agrees to waive all rights of
subrogation against lndemnitee for losses arising from or related to this Agreement. The
obligations of Consultant under this provision survive the termination or expiration of this
Agreement.
5.6 Insurance Requirements. Consultant must procure insurance under the terms and
conditions and for the amounts of coverage set forth in Exhibit “C” against claims that may
arise from or relate to performance of the work under this Agreement by Consultant and its
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
City of Chandler Professional Services Agreement
Page 6
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
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 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.
City of Chandler Professional Services Agreement
Page 7
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
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
City of Chandler Professional Services Agreement
Page 8
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
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 9
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
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
City of Chandler Professional Services Agreement
Page 10
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
Rev. 3/30/2021
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
5.38 Special Conditions. Not Applicable
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
City of Chandler Professional Services Agreement
Page 11
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
Rev. 3/30/2021
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
April 19, 2021
Karl G. Obergh, PE
Principal/CEO
kobergh@rpaeng.com
City of Chandler Professional Services Agreement – Exhibit “A”
Page A-1
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
Rev. 3/30/2021
EXHIBIT “A”
SCOPE OF SERVICES/SCHEDULE
1
EXHIBIT “A”
ANNUAL CONSTRUCTION MANAGEMENT/INSPECTION SERVICES
SCOPE OF SERVICES
PROJECT DESCRIPTION
Construction Management (CM) services will be provided for individual task order proposals for
various City of Chandler (City) projects as approved by the City. Services may include combination
of preconstruction assistance, construction management, contractor oversight, construction
administration, construction inspection and construction contract oversight.
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 weekly construction meetings. Each meeting
includes agenda and minutes; Request for Information (RFI); Shop Drawing;
Request for Information (RFI); Field Directive (FD); Material Certification; and
Allowance Logs.
B. 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.
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.
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.
2
E. 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.
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.
G. Task 2.7 Contractor Payment Applications
i. Consultant must review and evaluate Contractor monthly 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
inspectors’ daily logs.
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.
B. Task 3.2 Landscape / Irrigation Inspection Services
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.
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 punch 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
3
i. Consultant must coordinate with utility representatives to schedule new
service connections and necessary relocations.
ii. 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
A. Task 5.1 Quality Control (QC) Test Program
i. Consultant must review and verify Contractor’s Quality 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.
B. Task 5.2 Quality Assurance (QA) Test Program
i. Consultant must prepare and maintain a materials Quality Assurance plan
per City and MAG.
ii. 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 compaction 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.
6.
RECORD DRAWINGS
A. Task 6.1 Record Drawings
i. Review and monitor Contractor’s weekly updates on red-line drawing set.
7.
PROJECT MANAGEMENT
A. Project Monitoring
i. Consultant must prepare regular monthly progress reports.
ii. Consultant must perform regular budget monitoring.
iii. Consultant must submit monthly pay applications. Pay applications will be
itemized to match fee schedule attached to this contract.
B. Manage Subconsultants
i. Consultant must monitor all subconsultants’ schedules and work products and
ensure activities are coordinated.
ASSUMPTION, CLARIFICATIONS, AND EXCLUSIONS
4
1.
Application fees for City reviews and permits will be paid by CITY.
2.
The Owner’s Allowance will only be utilized with prior written approval from the City
representative.
3.
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.
4.
Following items are excluded from scope of work but may be negotiated on as needed
basis:
a. Special Inspections
b. Topographic survey and aerial mapping or photogrammetry
c. Environmental investigation or clearances
d. Phase 1 Environmental Site Assessments (ESAs)
e. Utility potholing or survey for potholing
f. Roadway, utility (private or public) or drainage analysis and/or design
g. GIS survey or data processing
h. Geotechnical investigation or analysis
City of Chandler Professional Services Agreement – Exhibit “B”
Page B-1
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
Rev. 3/30/2021
EXHIBIT “B”
COMPENSATION AND FEES
City of Chandler Professional Services Agreement – Exhibit “C”
Page C-1
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
Rev. 3/30/2021
EXHIBIT “C”
INSURANCE REQUIREMENTS
1.
General.
1.1 At the same time as execution of this Agreement, Consultant must furnish City a certificate
of insurance on a standard insurance industry ACORD form. The ACORD form must be
issued by an insurance company authorized to transact business in the State of Arizona
possessing a current 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.
1.2 Consultant and any of its subconsultants must procure and maintain, until all of their
obligations have been discharged, including any warranty periods under this Agreement
are satisfied, the insurances set forth below.
1.3 The insurance requirements set forth below are minimum requirements for this
Agreement and in no way limit the indemnity covenants contained in this Agreement.
1.4 City in no way warrants that the minimum insurance limits contained in this Agreement are
sufficient to protect Consultant from liabilities that might arise out of the performance of
the Agreement services under this Agreement by Consultant, its agents, representatives,
employees, subconsultants, and Consultant is free to purchase any additional insurance as
may be determined necessary.
1.5 Failure to demand evidence of full compliance with the insurance requirements in this
Agreement or failure to identify any insurance deficiency will not relieve Consultant from,
nor will it be considered a waiver of its obligation to maintain the required insurance at all
times during the performance of this Agreement.
1.6 Use of subconsultants: If any work is subcontracted in any way, Consultant must execute a
written contract with subconsultant containing the same Indemnification Clause and
Insurance Requirements as City requires of Consultant in this Agreement. Consultant is
responsible for executing the Agreement with the subconsultant and obtaining Certificates
of Insurance and verifying the insurance requirements.
2.
Minimum Scope and Limits of Insurance. Consultant must provide coverage with limits of
liability not less than those stated below.
2.1 Professional Liability. If the Agreement is the subject of any professional services or work
performed by Consultant, or if Consultant engages in any professional services or work
adjunct or residual to performing the work under this Agreement, Consultant must
maintain Professional Liability insurance covering errors and omissions arising out of the
work or services performed by Consultant, or anyone employed by Consultant, or anyone
whose acts, mistakes, errors and omissions Consultant is legally liable, with a liability limit
of $1,000,000 each claim and $2,000,000 all claims. In the event the Professional Liability
City of Chandler Professional Services Agreement – Exhibit “C”
Page C-2
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
Rev. 3/30/2021
insurance policy is written on a “claims made” basis, coverage must extend for 3 years past
completion and acceptance of the work or services, and Consultant, or its selected Design
Professional will submit Certificates of Insurance as evidence the required coverage is in
effect. The Design Professional must annually submit Certificates of Insurance citing that
the applicable coverage is in force and contains the required provisions for a 3 year period.
2.2 Commercial General Liability-Occurrence Form. Consultant must maintain “occurrence” form
Commercial General Liability insurance with a limit of not less than $2,000,000 for each
occurrence, $4,000,000 aggregate. Said insurance must also include coverage for products
and completed operations, independent contractors, personal injury and advertising injury.
If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess
insurance must be “follow form” equal or broader in coverage scope than underlying
insurance.
2.3 Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Consultant must maintain Business/Automobile Liability insurance with a
limit of $1,000,000 each accident on Consultant owned, hired, and non-owned vehicles
assigned to or used in the performance of Consultant’s work or services under this
Agreement. If any Excess or Umbrella insurance is utilized to fulfill the requirements of this
paragraph, the Excess or Umbrella insurance must be “follow form” equal or broader in
coverage scope than underlying insurance.
2.4 Workers Compensation and Employers Liability Insurance: Consultant must maintain Workers
Compensation insurance to cover obligations imposed by federal and state statutes having
jurisdiction of Consultant employees engaged in the performance of work or services
under this Agreement and must also maintain Employers’ Liability insurance of not less
than $1,000,000 for each accident and $1,000,000 disease for each employee.
2.5 Cyber Technology Errors and Omissions, Network Security, and Privacy Liability Insurance. The
policy must cover professional misconduct or lack of ordinary skill for those positions
defined in the Scope of Services of this Agreement with a limit of not less than $3,000,000
for each occurrence, $3,000,000 aggregate. In the event that the professional liability
insurance required by this Agreement is written on a claims-made basis, Consultant
warrants that any retroactive date under the policy must precede the effective date of this
Agreement; and that either continuous coverage will be maintained or an extended
discovery period will be exercised for a period of two (2) years beginning at the time work
under this Agreement is completed. If such insurance is maintained on an occurrence form
basis, Consultant must maintain such insurance for an additional period of one (1) year
following termination of Agreement. If such insurance is maintained on a claims-made
basis, Consultant must maintain such insurance for an additional period of three (3) years
following termination of the Agreement. If Consultant contends that any of the insurance it
maintains pursuant to other sections of this Exhibit C satisfies this requirement (or
otherwise insures the risks described in this section), then Consultant must provide proof
of same.
2.5.1. The insurance must provide coverage for the following risks:
City of Chandler Professional Services Agreement – Exhibit “C”
Page C-3
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
Rev. 3/30/2021
2.5.1.1 Liability arising from theft, dissemination, or use of confidential information
(a defined term including but not limited to bank account, credit card
account, personal information such as name, address, social security
numbers, etc. information) stored or transmitted in electronic form.
2.5.1.2 Network Security Liability arising from the unauthorized access to, use of,
or tampering with computer systems including hacker attacks, inability of
an authorized third party, to gain access to your services including denial of
service, unless caused by a mechanical or electrical failure.
2.5.1.3 Liability arising from the introduction of a computer virus into, or otherwise
causing damage to, a customer’s or third person’s computer, computer
system, network, or similar computer related property and the data,
software, and programs thereon.
2.5.2.
The policy must provide a waiver of subrogation.
3.
Additional Policy Provisions Required.
3.1 Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must be
declared and approved by City. If not approved, City may require that the insurer reduce
or eliminate any deductible or self-insured retentions with respect to City, its officers,
officials, agents, employees, and volunteers.
3.1.1. Consultant’s insurance must contain broad form contractual liability coverage.
3.1.2. Consultant’s insurance coverage must be primary insurance with respect to City, its
officers, officials, agents, and employees. Any insurance or self-insurance
maintained by City, its officers, officials, agents, and employees will be in excess of
the coverage provided by Consultant and must not contribute to it.
3.1.3. Consultant’s insurance must apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
3.1.4. Coverage provided by Consultant must not be limited to the liability assumed under
the indemnification provisions of this Agreement.
3.1.5. The policies must contain a severability of interest clause and waiver of subrogation
against City, its officers, officials, agents, and employees, for losses arising from
Work performed by Consultant for City.
3.1.6. Consultant, its successors and or assigns, are required to maintain Commercial
General Liability insurance as specified in this Agreement for a minimum period of 3
years following completion and acceptance of the Work. Consultant must submit a
Certificate of Insurance evidencing Commercial General Liability insurance during
this 3 year period containing all the Agreement insurance requirements, including
naming City of Chandler, its agents, representatives, officers, directors, officials and
employees as Additional Insured as required.
City of Chandler Professional Services Agreement – Exhibit “C”
Page C-4
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
Rev. 3/30/2021
3.1.7. If a Certificate of Insurance is submitted as verification of coverage, City will
reasonably rely upon the Certificate of Insurance as evidence of coverage but this
acceptance and reliance will not waive or alter in any way the insurance
requirements or obligations of this Agreement.
3.2. Insurance Cancellation During Term of Contract/Agreement.
3.2.1. If any of the required policies expire during the life of this Agreement, Consultant
must forward renewal or replacement Certificates to City within 10 days after the
renewal date containing all the required insurance provisions.
3.2.2. Each insurance policy required by the insurance provisions of this Agreement must
provide the required coverage and must not be suspended, voided or canceled
except after thirty (30) days prior written notice has been given to City, except when
cancellation is for non-payment of premium, then ten (10) days prior notice may be
given. Such notice must be sent directly to Chandler Law-Risk Management
Department, Post Office Box 4008, Mailstop 628, Chandler, Arizona 85225. If any
insurance company refuses to provide the required notice, Consultant or its
insurance broker must notify City of any cancellation, suspension, non-renewal of
any insurance within seven (7) days of receipt of insurers’ notification to that effect.
3.3
City as Additional Insured. The policies are to contain, or be endorsed to contain, the
following provisions:
3.3.1. The Commercial General Liability and Automobile Liability policies are to contain, or
be endorsed to contain, the following provisions: City, its officers, officials, agents,
and employees are additional insureds with respect to liability arising out of
activities performed by, or on behalf of, Consultant including City's general
supervision of Consultant; Products and Completed operations of Consultant; and
automobiles owned, leased, hired, or borrowed by Consultant.
3.3.2. City, its officers, officials, agents, and employees must be additional insureds to the
full limits of liability purchased by Consultant even if those limits of liability are in
excess of those required by this Agreement.
City of Chandler Professional Services Agreement – Affidavit of Lawful Presence
Page AFF-1
Public Works & Utilities Department, Capital Projects Division
Project Name: ON-CALL CONSTRUCTION MANAGEMENT SERVICES
Project No.: EN2101.451
Rev. 11/1/19
EXHIBIT “D”
SPECIAL CONDITIONS
N/A