Agreement

G~ CHANDLER

arizona

ANS 2 of Innovation

PROFESSIONAL SERVICES AGREEMENT
Construction Management Services
CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No. WW2111.452
Council Date: February 24, 2022 ‘Item No.

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

2022 (‘Effective Date’), by and between City of Chandler, an Arizona municipal eouporatieh.
("City"), and Dibble CM, LLC, a Delaware limited liability company, ("Consultant") (City and
Consultant may individually be referred to as “Party” and collectively referred to as “Parties”.

RECITALS

A. City proposes to engage Consultant to provide Construction Management Services for
CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS project as more fully described in Exhibit
“A", which is attached to and made a part of this Agreement by this reference.

B. Consultant is ready, willing, and able to provide the services described in Exhibit “A” for
the compensation and fees set forth and as described in Exhibit “B”, which is attached to
and made a part of this Agreement by this reference.

C. City desires to contract with Consultant to provide these services under the terms and
conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this
Agreement, City and Consultant agree as follows:

SECTION I--CONSULTANT’S SERVICES

Consultant must perform the services described in Exhibit “A” to City’s satisfaction within the
terms and conditions of this Agreement and within the care and skill that a person who
provides similar services in Chandler, Arizona exercises under similar conditions. All work or
services furnished by Consultant under this Agreement must be performed in a skilled and
workmanlike manner. All fixtures, furnishings, and equipment furnished by Consultant as
part of the work or services under this Agreement must be new, or the latest model, and of
the most suitable grade and quality for the intended purpose of the work or service.

City of Chandler Professional Services Agreement Page 1
Public Works & Utilities Department, Capital Projects Division

Project Name: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No.: WW2111.452

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 365
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 $1,131,790 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:

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

Project Name: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No.: WW2111.452

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: | City of Chandler

Public Works & Utilities Department

Attn: Project Manager

P.O. Box 4008, Mail Stop 407,

Chandler, AZ 85244-4008

To Consultant: {Dibble CM, LLC

Mailing Address: 7878 N. 16th St. Ste. 300, Phx., AZ 85020
Statutory Agent Name: KC Brandon

Statutory Agent Mailing Address: 7878 N. 16th St. Ste. 300, Phx., AZ
85020

CONSULTANT'S AUTHORIZED PROJECT REPRESENTATIVE
Name: KC Brandon

Title: President

Phone: 602-957-3936

Email: kcbrandon@dibblecm.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 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

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

Project Name: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No.: WW2111.452

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 III of this Agreement nor as amended in
accordance with Section "Alteration in Character of Work." City will make the final payment
within 60 days after Consultant has delivered the last of the partially completed items and
the Parties agree on the final fee. If City is found to have improperly terminated the
Agreement for cause or default, the termination will be converted to a termination for
convenience in accordance with the provisions of this Agreement.

5.5 Indemnification. To the extent permitted by law, the Consultant ("Indemnitor") must
indemnify, save and hold harmless City and its officers, officials, agents and employees
(“Indemnitee") from any and all claims, actions, liabilities, damages, losses or expenses
(including court costs, attorneys' fees and costs of claim processing, investigation and

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Public Works & Utilities Department, Capital Projects Division

Project Name: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No.: WW2111.452

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

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

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Public Works & Utilities Department, Capital Projects Division

Project Name: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No.: WW2111.452

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.

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

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Public Works & Utilities Department, Capital Projects Division

Project Name: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No.: WW2111.452

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. 8§ 1-501 and 1-502 prohibit City from awarding a
contract to any natural person who cannot establish that such person is lawfully present in
the United States. To establish lawful presence, a person must produce qualifying
identification and sign a City-provided affidavit affirming that the identification provided is
genuine. This requirement will be imposed at the time of contract award. This requirement
does not apply to business organizations such as corporations, partnerships, or limited
liability companies.

5.22 Covenant Against Contingent Fees. Consultant warrants that no person has been

employed or retained to solicit or secure this Agreement upon an agreement or
understanding for a commission, percentage, brokerage, or contingent fee, and that no
member of the Chandler City Council, or any City employee has any interest, financially, or
otherwise, in Consultant's firm. For breach or violation of this warrant, City may annul this
Agreement without liability or, at its discretion, to deduct from the Agreement price or
consideration, the full amount of such commission, percentage, brokerage, or contingent fee.

5.23 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this
Agreement or to require performance of the other Party of any of the provisions hereof must
not be construed to be a waiver of such provisions, nor must it affect the validity of this
Agreement or any part thereof, or the right of either Party to thereafter enforce each and
every provision.

5.24 Disclosure of Information Adverse to City’s Interests. To evaluate and avoid potential

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Public Works & Utilities Department, Capital Projects Division

Project Name: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No.: WW2111.452

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 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

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Public Works & Utilities Department, Capital Projects Division

Project Name: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No.: WW2111.452

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
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

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Project Name: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No.: WW2111.452

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 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.

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Public Works & Utilities Department, Capital Projects Division

Project Name: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No.: WW2111.452

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: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS.

Project No.: WW2111.452

This Agreement will be in full force and effect only when it has been approved and executed

by the duly authorized City officials.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

“CITY”
CITY OF CHANDLER

MAYOR

Recommended By:

Andrew Goh, P.E.
CIP City Engineer

APPROVED AS TO FORM:

City Attorney
ATTEST:
City Clerk
PS ieee ETT T IE OE
Dibble CM, LLC
(-24. 2022

Signature

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Print Name

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Signer Email Addréss

City of Chandler Professional Services Agreement

Public Works & Utilities Department, Capital Projects Division
Project Name: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No.: WW2111.452

Page 12

EXHIBIT “A”
SCOPE OF SERVICES/SCHEDULE

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

Project Name: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No.: WW2111.452

DIBBLECM
em Se,

CONSTRUCTION MANAGEMENT
SCOPE OF SERVICES
WW2111.452
Chandler Heights Road Utility Relocations

PROJECT TASKS

1,

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

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

CONSTRUCTION MANAGEMENT
A. Task 2.1 Weekly Construction Meetings

i. Consultant must conduct weekly construction meetings. Each meeting
includes agenda and minutes; La ed for Information (RFI); Shop Drawing;
Request for Information (RFI); Field Directive (FD); Material Certification; and
Allowance Logs. Consultant assumes 52 weekly meetings will be held.

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. Consultant
assumes 12 reviews of updated CPM schedule.

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

i. Consultant must review, evaluate, and respond to Contractor Requests for
Information (RFI's); and prepare and maintain a submittal log of all RFI’s.
Consultant assumes a maximum of 50 RFI responses.

D. Task 2.4 Shop Drawing Submittals

i. Consultant must review, evaluate, and respond to Contractor shop drawing
submittals; and prepare and maintain a submittal log of all shop drawing
submittals. Consultant assumes a maximum of 60 reviews.

Task 2.5 Requests for Proposal (RFP)

i. Consultant must prepare Requests for Proposal (RFP) documents detailin
requested additional work tasks; review and evaluate Contractor RF
responses (cost derivations) with approval recommendations; and prepare
and maintain a submittal log list of all RFP’s. Consultant assumes 20 RFPs.

F. Task 2.6 Field Directives (FD’s)

i. Consultant must prepare Field Directive (FD) documents detailing requested
additional work tasks; review and evaluate Contractor FD responses with
approval recommendations; and prepare and maintain a submittal log list of
all FD’s. Consultant assumes 20 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. Consultant assumes a maximum of 12 payment
applications, with 3 reviews each.

H. Task 2.8 Public Outreach

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

3. CONSTRUCTION INSPECTION
A. Task 3.1 Inspection Services

i. Consultant must provide weekly construction inspection to verify materials
and installations conform to construction documents; prepare daily inspection
reports documenting Contractor construction activities and progress during
field inspection visits; and perform intermittent erosion control inspections.
Consultant assumes 1 inspector full time 40 hrs. per week for 12 months and
1 inspector part time 20 hrs. per week for 12 months.

B. Task 3.2 Landscape / Irrigation Inspection Services - J2 Engineering

i. Consultant must provide Irrigation system layout and_ installation
observations; attend and observe irrigation system pressure tests; and attend
a nursery visit to tag and inspect plant material. Consultant assumes 12 site
visits.
C. Task 3.3 Project Closeout

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

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

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

6.

i. Consultant must review and verify Contractor’s Quality Control material test
pe and frequencies are consistent with City and MAG; review and evaluate
ontractor’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
pavernent and structures; and complete sampling and compaction testing of

ackfill for new irrigation, sewer, water, storm drain pipe, and dry utilities.

RECORD DRAWINGS
A. Task 6.1 Record Drawings
i. Review and monitor Contractor's weekly updates on red-line drawing set.

ii. Dibble CM will review contractor's redlines monthly with Dibble Engineering to
ensure proper documentation for County AOC.

ASSUMPTION, CLARIFICATIONS, AND EXCLUSIONS

1.
2s

Application fees for City reviews and permits will be paid by CITY.

The Owner's Allowance will only be utilized with prior written approval from the City
representative.

The Direct Expense Allowance will be used for normal reimbursable expenses on the project.
Items must be billed at cost and backup must be provided with pay applications.

EXHIBIT “B”
COMPENSATION AND FEES

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

Project Name: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No.: WW2111.452

EXHIBIT "B"

DIBBLECM CONSTRUCTION MANAGEMENT
ion | SCOPE OF SERVICES
FEE SCHEDULE WW2111.452
Task | Description | Cost ]
1 |PRE-CONSTRUCTION ASSISTANCE
1.1 |Pre-Construction Assistance 5,000.00
SUBTOTAL TASK 1; 5,000.00
2 |CONSTRUCTION MANAGEMENT
2.1 [Weekly Construction Meetings 116,250.00
2.2 |CPM Schedule 15,000.00
2.3. |Requests for Information (RFI) 50,000.00
2.4 |Shop Drawing Submittals 50,000.00
2.5 |Requests for Proposal (RFP) 35,000.00
2.6 |Field Directive (FD) 35,000.00
2.7. |Contractor Payment Applications 30,000.00
2.8 |Public Outreach
SUBTOTAL TASK 2; 331,250.00
3 | CONSTRUCTION INSPECTION
3.1 |Inspection Services 486,720.00
3.2 |Landscape/Irrigation Inspection Services (IF APPLICABLE)
3.3 [Project Closeout
SUBTOTAL TASK 3; 486,720.00
4  |UTILITY COORDINATION
at Utility Coordination - Dibble Engineering - AOC & Final Record Drawings (Assume 3 99,772.00
AOCs)
SUBTOTAL TASK 4: 99,772.00
5 __|MATERIALS TESTING
5.1 [QC Test Program
5.2 |QA Test Program =

SUBTOTAL TASK 5:

6 [RECORD DRAWINGS
6.1 |Record Drawings - $ 15,000.00
SUBTOTAL TASK 6:]| $ 15,000.00
ISUBCONSULTANTS
MakPro $ 25,100.00
2 Engineering $ 16,948.00
Ninyo Moore $ 52,000.00
Subconsultant Name $ “
SUBTOTAL SUBCONSULTANTS:| $ 94,048.00
ALLOWANCES
Direct Expense Allowance $ :
Owner's Allowance $ 100,000.00
SUBTOTAL ALLOWANCES:]| $ 100,000.00
PROJECT TOTAL:| $ 1,131,790.00

1.1

1.2

1.3

1.4

1.5

1.6

2.1

EXHIBIT “C”
INSURANCE REQUIREMENTS

General.

At the same time as execution of this Agreement, Consultant must furnish City a certificate
of insurance on a standard insurance industry ACORD form. The ACORD form must be
issued by an insurance company authorized to transact business in the State of Arizona
possessing a current A.M. Best, Inc. rating of A-7, or better and legally authorized to do
business in the State of Arizona with policies and forms satisfactory to City. Provided,
however, the A.M. Best rating requirement will not be deemed to apply to required Workers’
Compensation coverage.

Consultant and any of its subconsultants must procure and maintain, until all of their
obligations have been discharged, including any warranty periods under this Agreement are
satisfied, the insurances set forth below.

The insurance requirements set forth below are minimum requirements for this Agreement
and in no way limit the indemnity covenants contained in this Agreement.

City in no way warrants that the minimum insurance limits contained in this Agreement are
sufficient to protect Consultant from liabilities that might arise out of the performance of
the Agreement services under this Agreement by Consultant, its agents, representatives,
employees, subconsultants, and Consultant is free to purchase any additional insurance as
may be determined necessary.

Failure to demand evidence of full compliance with the insurance requirements in this
Agreement or failure to identify any insurance deficiency will not relieve Consultant from,
nor will it be considered a waiver of its obligation to maintain the required insurance at all
times during the performance of this Agreement.

Use of subconsultants: If any work is subcontracted in any way, Consultant must execute a
written contract with subconsultant containing the same Indemnification Clause and
Insurance Requirements as City requires of Consultant in this Agreement. Consultant is
responsible for executing the Agreement with the subconsultant and obtaining Certificates
of Insurance and verifying the insurance requirements.

Minimum and Limits of Insurance. Consultant must provide coverage with limits of
liability not less than those stated below.

Professional Liability. \f the Agreement is the subject of any professional services or work
performed by Consultant, or if Consultant engages in any professional services or work
adjunct or residual to performing the work under this Agreement, Consultant must maintain
Professional Liability insurance covering errors and omissions arising out of the work or
services performed by Consultant, or anyone employed by Consultant, or anyone whose
acts, mistakes, errors and omissions Consultant is legally liable, with a liability limit of
$1,000,000 each claim and $2,000,000 all claims. In the event the Professional Liability

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

Project Name: CHANDLER HEIGHTS ROAD UTILITY RELOCATIONS

Project No.: WW2111.452