Agreement - Brown and Caldwell, Inc.

City of Chandler Professional Services Agreement  
 Page 1  
Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
 Rev. 3/3/2022 
 
 
 
 
 
PROFESSIONAL SERVICES AGREEMENT 
Design Services 
MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No. WW2106.202 
Council Date: April 14, 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 corporation, 
("City''), and Brown and Caldwell, Inc., a California corporation, ("Consultant") (City and 
Consultant may individually be referred to as “Party” and collectively referred to as “Parties”). 
 
RECITALS 
 
A. City proposes to engage Consultant to provide Design Services for MANGANARO LIFT 
STATION ELECTRICAL IMPROVEMENTS 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 2  
Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
 Rev. 3/3/2022 
 
 
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 180 
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 $127,480.00 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 3  
Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
 Rev. 3/3/2022 
 
 
To City: 
City of Chandler 
Public Works & Utilities Department 
Attn:  Acting CIP City Engineer 
P.O. Box 4008, Mail Stop 407 
Chandler, AZ 85244-4008 
Phone:  480-782-3349 
Email:  Kimberly.moon@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: 
Brown and Caldwell, Inc.  
Mailing Address: 2 N Central Ave Ste 1600 Phoenix AZ 85004  
Physical Address: 201 N Civic Dr Ste 300 Walnut Creek CA 84596 
Statutory Agent Name: CT Corporation System 
Statutory Agent Mailing Address: 3800 N Central Ave Ste 460 Phoenix AZ 
85012  
CONSULTANT’S AUTHORIZED PROJECT REPRESENTATIVE 
Name:  Mr. Randy Mills 
Title:  Project Manager 
Phone:  602-567-3892 
Email:  rmills@brwncald.com      
 
5.2 Records/Audit. Records of Consultant’s direct personnel payroll, reimbursable expenses 
pertaining to this Agreement and records of accounts between City and Consultant must be 
kept on the basis of generally accepted accounting principles and must be made available to 
City and its auditors for up to three years following City’s final acceptance of the services 
under this Agreement (this requirement is increased to five years if construction of this 
project is federally funded). City, its authorized representative, or any federal agency, 
reserves the right to audit Consultant’s records to verify the accuracy and appropriateness of 
all cost and pricing data, including data used to negotiate this Agreement and any 
amendments. City reserves the right to decrease the total amount of Agreement price or 
payments made under this Agreement or request reimbursement from Consultant following 
final contract payment on this Agreement if, upon audit of Consultant’s records, the audit 
discloses Consultant has provided false, misleading, or inaccurate cost and pricing data. 
Consultant will include a similar provision in all of its contracts with subconsultants who 
provide services under the Agreement to ensure that City, its authorized representative, or 
the appropriate federal agency, has access to the subconsultants’ records to verify the 
accuracy of all cost and pricing data. City reserves the right to decrease Contract price or 
payments made on this Agreement or request reimbursement from 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 4  
Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
 Rev. 3/3/2022 
 
 
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. 
 
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

City of Chandler Professional Services Agreement  
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Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
 Rev. 3/3/2022 
 
 
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 
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

City of Chandler Professional Services Agreement  
 Page 6  
Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
 Rev. 3/3/2022 
 
 
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

City of Chandler Professional Services Agreement  
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Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
 Rev. 3/3/2022 
 
 
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 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

City of Chandler Professional Services Agreement  
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Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
 Rev. 3/3/2022 
 
 
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

City of Chandler Professional Services Agreement  
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Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
 Rev. 3/3/2022 
 
 
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

City of Chandler Professional Services Agreement  
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Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
 Rev. 3/3/2022 
 
 
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.

City of Chandler Professional Services Agreement  
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Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
 Rev. 3/3/2022 
 
 
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

3/21/2022
J. W. Fordyce
Vice President
jfordyce@brwncald.com
J. W. Fordyce
Digitally signed by J. W. Fordyce
DN: C=US, E=jfordyce@brwncald.com, CN=J. W. 
Fordyce
Date: 2022.03.21 12:30:50-07'00'

City of Chandler Professional Services Agreement – Exhibit “A” 
Page A-1  
Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS  
Project No.: WW2106.202 
Rev. 10/28/2021 
 
 
EXHIBIT “A” 
SCOPE OF SERVICES/SCHEDULE

P:\Chandler, City of\MiscBD\Manganaro LS Rehabilitation Design\Scope_Fee_Schedule\Chandler Manganaro LS Rehab 
Design Scope_021822.docx 
EXHIBIT A | Page 1 of 5
 
 
Exhibit A Scope of Work 
City of Chandler 
Manganaro Lift Station Rehabilitation Design 
City of Chandler Project No. WW2106 
February 21, 2022 
 
Project Overview 
This project consists of preliminary and detailed design services for the rehabilitation (rehab), replacement, and 
improvements for the Manganaro sewer lift station located at 2991 W. Ray Road and is part of the City of 
Chandler’s (City) wastewater collection system. 
The City requested this project under the On-Call services agreement with Brown and Caldwell (BC) to implement 
recommendations made in a condition assessment report (Report) of the City’s sewer lift stations. The Report 
was completed in 2020 (“City of Chandler Sewer Lift Station Condition Assessment”; Jacobs, February 2020), 
and recommended rehab and capital improvement projects (CIP) for nine (9) lift stations/junction structures 
(LS). BC and City Operations personnel conducted a lift station site visit on January 20th and February 16th, 
2021. Utilizing CIP recommendations from the Report and City personnel comments, BC identified 
rehab/improvement items for the lift stations based on age of equipment and considerations for improved 
efficiencies.  
Manganaro was one of the sites originally on this project list. After design and review at 60% it was determined 
the entire electrical distribution system (EDS) may need replacement to bring it to current preferred standards of 
a 480V system for efficiency and replacement of aged infrastructure for this critical site.  
BC’s scope will be to utilize documentation developed to date to further develop a single detailed, bid ready 
design package to address the identified rehab/improvements for the Manganaro Lift Station. BCs 
understanding of the rehab/improvement items to be addressed in the design for the Manganaro site include: 
 
• 
Replace the electrical distribution system (EDS) infrastructure including the generator, ATS, MCC, Service 
Entrance Section, and wet well pumps. 
• 
New pumps will be connected to new VFD’s, which will be located in new MCC sections. 
• 
During the development towards the 90% design package BC will work towards identifying unforeseen 
issues in upgrading the electrical equipment, and use of allowance funds in Phase 401 may be required 
for additional engineering and drawings, such as, but not limited to, new concrete equipment pads, 
asphalt saw cutting/repair, or underground conduit removal and replacement. 
• 
Assist with support documentation to SRP for their design. 
• 
Coordination with Utilities as required for SRP involvement with re-feeding the site, and utility locating 
services to identify possible obstacles during digging. 
• 
Replace existing deteriorated wet well access hatch which includes protection. 
• 
Remove and replace equipment pads as necessary to accommodate footprint of new electrical 
equipment. Re-use if feasible. 
• 
Install new shade structure over electrical equipment line up 
• 
Remove odor control station and associated abandoned piping, piping supports, etc. and house-keeping 
pad and patch asphalt as needed. 
• 
Repair corrosion coating in wet well (with access hatch work). 
• 
EI&C reconnections for equipment replaced under this project.

City of Chandler: Manganaro Lift Station Rehabilitation Design 
Scope of Work
 
EXHIBIT A | Page 2 of 5
P:\Chandler, City of\MiscBD\Manganaro LS Rehabilitation Design\Scope_Fee_Schedule\Chandler Manganaro LS Rehab Design Scope_021822.docx 
Assumptions 
The following items are assumed: 
• 
Where the term “BC” is used in this scope, it shall mean Brown and Caldwell and/or BC’s sub-
consultants. 
• 
It is anticipated that City permits will be required, and paid for by others.  
• 
Non-City permit fees by MCESD are not anticipated because the scope of this work is not expected to 
affect lift station capacities or treatment. BC will notify MCESD via email to document this 
understanding. No facility or water demand calculations will be made by BC.  
• 
Opinions of probable construction cost estimates, financial analyses, and feasibility projections are 
subject to many influences including, but not limited to, price of labor and materials, unknown or latent 
conditions of existing equipment or structures, and time or quality of performance by third parties. Such 
influences may not be precisely forecasted and are beyond the control of BC; actual costs incurred may 
vary substantially from the estimates prepared by BC. BC does not warrant or guarantee the accuracy of 
construction or development cost estimates. 
• 
All information on the pipe, equipment and features of the existing lift station will be based on Record 
Drawings provided, visual inspections, and discussions with City operations staff. No additional pump or 
modeling calculations will be completed under this scope unless otherwise specified. 
• 
This scope of work excludes public involvement activities. 
• 
Specified corrosion coatings will be standard City-approved epoxy type products.  
• 
Any features or equipment that are recommended to be replaced will be in kind to the existing 
model/manufacture unless specific model/manufacture is requested by the City. 
• 
It is assumed the existing pads / underground conduit may be re-used and new equipment will fit the 
same footprint, however, an allowance has been added for additional effort if structural support is 
needed to develop drawings for replacement of equipment pads. 
• 
The design plans and specifications will be prepared in formats suitable for competitive bidding of 
construction. 
• 
The City will provide all front end specifications. 
• 
The City will provide all plan and specification reproduction for bidding and construction. 
• 
The City will provide access to Record Drawings for all project lift stations in PDF format.  
• 
BC standards for CAD will be followed. 
• 
No addenda, conformed drawings or construction support is included in this scope of work.  
• 
AutoCAD drawings will be in 2-D format. 3-D design will not be provided. 
• 
Construction administration and inspection services are not included in this scope of work. 
• 
It is assumed City staff will support BC staff during all site visits. 
 
The following specific phases and tasks are proposed. 
Phase 100 – Project Management Services 
Task 101 – Project Management 
BC shall perform overall project management to maintain and monitor the project schedule and fee. BC will 
submit to the City a payment request that summarizes the following by task: budget amount, previous 
expenditures, period expenditures, total expenditures, and remaining balance. A monthly progress report will be 
included with the invoice that summarizes the work completed in the previous billing period.

City of Chandler: Manganaro Lift Station Rehabilitation Design 
Scope of Work
 
EXHIBIT A | Page 3 of 5
P:\Chandler, City of\MiscBD\Manganaro LS Rehabilitation Design\Scope_Fee_Schedule\Chandler Manganaro LS Rehab Design Scope_021822.docx 
Task 102 – Quality Management Reviews 
BC will perform periodic quality reviews of the work progress utilizing appropriately qualified principal staff to 
verify that the project scope is achieved. BC will perform in-house quality reviews on deliverables prior to 
submittal to the City in addition to ongoing quality management of the work flow. 
Phase 200 – Project Initiation 
Task 201 – Progress Review Meetings 
The purpose of the progress meetings is to provide an opportunity for BC and the City to review progress of the 
work and draft deliverables; anticipate and mitigate performance problems; adjust project tasks and effort as 
necessary; and address other issues and concerns. BC will prepare an agenda for each of the progress and 
submittal review meetings. BC will prepare and distribute draft meeting minutes.  
Progress meetings (assumed one hour duration) with representatives from BC and the City will be conducted. 
The following will be accomplished: 
• 
Review the overall project scope and schedule 
• 
Review the itemized list of rehab items 
• 
Identify specific goals and expectations 
• 
Identify key issues affecting project development 
Meeting minutes will be prepared and distributed to the attendees by BC. 
BC will participate in up to four (4) virtual progress/review meetings (assumed one hour duration each) with the 
City’s project team, with participation by BC’s Project Manager, Lead Engineer, Project Engineer, and electrical 
engineer as determined to be necessary.  
Kick Off Meeting – Go over scope / schedule and expectations.  
Progress Meeting #1 - Review progress towards 90% set. 
Progress Meeting #2 – Review of 90% drawings after City review to document comments. 
Progress Meeting #3 – Present revised drawings marked as Issue For Construction based on City comments and 
Agency review comments. Engage SRP and / or Contractor if the City desires at this time. 
Task 202 – Site Visits 
• 
Site visits to the lift station will be conducted to support the design. The 8 hours budgeted for each 
discipline for site visits over the course of design is based on two visits by BC project team members; 
Electrical Engineer, and Civil or Structural Engineer.  
Phase 300 – Design & Construction Documents 
Construction documents will be prepared to address the rehabilitation design elements identified and as listed 
above in the Project Overview section. The construction documents will include design drawings and 
specifications. 
Drawings will include a site plan with drone photo background and numbered references to specific 
rehabilitation detail drawings, and detail drawings for the specific rehabilitation items. Detail drawings will be 
developed using a combination of record drawings and digital photographs of existing facilities and equipment. 
Drawings will be prepared on 24-inch by 36-inch format using the latest AutoCAD software and in accordance 
with the City of Chandler Design Guidelines. Specifications will be prepared in CSI Series 50 format. Drawings 
and specifications will be submitted in PDF format. Opinions of probable construction cost will be provided as 
part of the Final submittal and developed from the Agency Review plans and specifications. 
See Drawing list attached for a detailed list of expected drawings for this package. 
Task 301 – 90 Percent Design Documents 
At approximately 90 percent complete the drawings and specifications will be submitted to the City for review. A 
review meeting will be conducted with City staff under Task 201 to discuss comments. Drawings and details in

City of Chandler: Manganaro Lift Station Rehabilitation Design 
Scope of Work
 
EXHIBIT A | Page 4 of 5
P:\Chandler, City of\MiscBD\Manganaro LS Rehabilitation Design\Scope_Fee_Schedule\Chandler Manganaro LS Rehab Design Scope_021822.docx 
all disciplines should be 90% complete, incorporating City comments provided during the 60% deliverable review 
from another project. Specifications should be essentially complete. Design calculations in all disciplines shall 
be essentially complete and checked. Design documents will be sealed by a Professional Engineer for the 
purpose of submitting to Developmental Services for review. 
Deliverables: 
• 
90% Design drawings and specifications in electronic PDF format 
Task 302 – Agency Review Documentation 
Upon receipt of all review comments from the City and incorporation of comments, BC shall prepare final Agency 
Review Set of plans and specifications, and opinion of probable construction cost based on the Agency Review 
package. These set of plans will need submitted to Building / Permitting for review. Drawings and specifications 
should be complete and accepted by the City. Drawings will be sealed by a P.E. prior to submittal.   
Deliverables: 
• 
Agency Review drawings and specifications in electronic PDF format 
• 
Opinion of Probable Construction Cost developed from the Agency Review documents. 
• 
Prepare Issue for Construction Set after Agency Review comment resolution 
Task 303 – Bid Assistance 
BC will provide support for the City during the bidding phase of the project. Services will include participation in 
virtual meetings, and assisting the City with answering questions from prospective bidders and providing 
information for addenda. The total budget for this task is based on 20 hours for a senior engineer. If the City 
chooses to have the project delivered via Construction Manager at Risk (CMAR) or Job Order Contracting (JOC), 
services under this task will be provided to assist the City with CMAR/JOC coordination during the pre-
construction services. 
Phase 401 – Additional Design & Site Improvement Allowance 
An Allowance has been included in Exhibit B for design phase services described in this scope as unforeseen 
conditions during further investigations into the design relating to: 
• 
Ability to fit new equipment onto existing equipment pads and getting the conduits to line up with 
appropriate openings. 
• 
Ability for Manufacturer to provide the same configuration / arrangement of new equipment to match 
existing equipment. 
• 
Installation of a new shade structure over the Motor Control Section and ATS/SES and RTU sections. 
If findings conclude that this is not possible additional design effort will be needed for demolition of existing 
equipment pads, saw cut and patch of asphalt, structural design of new equipment pads, and design / 
installation of a shade structure over the electrical equipment.  
Phase 402 – Utility Location / Coordination Allowance 
An Allowance has been included in Exhibit B for design phase services in support of having Utility location / 
coordination done during the final design phase to identify unknown potential crossings related to any 
underground digging required. Coordination with SRP for their design efforts and in conjunction with our design 
package will also be necessary. 
Phase 403 – Owner Allowance 
An Owner Allowance has been included in Exhibit B for design phase services not described in this scope as 
required or requested by the City. These services shall be negotiated and approved by the City before work is 
executed.

City of Chandler: Manganaro Lift Station Rehabilitation Design 
Scope of Work
 
EXHIBIT A | Page 5 of 5
P:\Chandler, City of\MiscBD\Manganaro LS Rehabilitation Design\Scope_Fee_Schedule\Chandler Manganaro LS Rehab Design Scope_021822.docx 
Compensation 
BC will perform the services described above on a lump sum per task basis in accordance with the fee schedule 
in Exhibit B. The lump sum tasks will be billed monthly based on percent complete per task. The total fee to 
complete the Scope of Work is $127,480.00 including allowance funds identified in phases 401 through 403. 
Allowance tasks are not to exceed amounts, will not be used without City approval, and will be billed based on 
actual costs incurred.  
Schedule 
The work will commence once the City provides a written Notice to Proceed (NTP) and is expected to be 
completed within approximately 5 months from receipt of the NTP. A design schedule is attached as Exhibit C.

City of Chandler Professional Services Agreement – Exhibit “B” 
Page B-1 
Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS  
Project No.: WW2106.202 
Rev. 10/28/2021 
 
 
EXHIBIT “B” 
COMPENSATION AND FEES

15,638.00
$        
101 Project Management
9,144.00
$           
102 Quality Management Reviews
6,494.00
$           
9,500.00
$          
201 Progress Review Meetings
6,564.00
$           
202 Site Visits
2,936.00
$           
57,610.00
$        
301 90 Percent Design Documents
43,520.00
$         
302 Agency Review Documentation
10,428.00
$         
303 Bid Assistance
3,662.00
$           
44,732.00
$        
401 Additional Design & Site Improvements Allowance
18,336.00
$         
402 Utility Location / Coordination Allowance
11,396.00
$         
403 Owner's Allowance
15,000.00
$         
TOTAL COST:
127,480.00
$      
EXHIBIT "B-1"
TASK DESCRIPTION
ALLOWANCES
 SUBTOTAL 
Lump Sum Cost Per Task
Phase 300 - Design & Construction Documents
Phase 200 - Project Initiation
Phase 100 - Project Management Services

PM -R. 
Mills
Sr. Engr. - 
M. Meyers
PE/Prof - Ken 
Chandler
Engineer
Designer/ 
CAD - D. 
Ehmann
Admin
 $    219.00  $    196.00  $         236.00  $    167.00  $    148.00  $  107.00 
18
2
32
0
8
24
84
101 Project Management
16
8
8
24
56
102 Quality Management Reviews
2
2
24
28
20
8
0
0
24
0
52
201 Progress Review Meetings
12
8
16
36
202 Site Visits
8
8
16
18
76
16
52
172
8
342
301 90 Percent Design Documents
12
56
12
32
144
4
260
302 Agency Review Documentation
4
12
2
20
20
4
62
303 Bid Assistance
2
8
2
8
20
12
44
0
24
64
0
144
401 Additional Design & Site Improvements Allowance
8
40
24
32
104
402 Utility Location / Coordination (Allowance - $5,000)
4
4
32
40
403 Owner's Allowance - $15,000
0
Phase 100 - Project Management
Phase 200 - Project Initiation
ALLOWANCES
EXHIBIT "B-2"
Phase 300 - Design & Construction Documents
< PROJECT 
ROLE
 < HOURLY 
TOTAL HOURS   
PER TASK
Hours and Rates
TASK DESCRIPTION
268
32
622
TOTOAL HOURS:
68
130
48
76

ID
Task 
Mode
Outline 
Level
BC Phase and 
Task
Task Name
Duration
Start
Finish
0
0
Chandler Manganaro Lift Station Rehab Design 180 days
Tue 2/15/22 Mon 10/24/2
1
1
Phase 100
Project Management
112 days
Mon 5/2/22
Tue 10/4/22
2
2
Task 101
Project Management & Coordination
112 days
Mon 5/2/22
Tue 10/4/22
3
2
Task 102
Quality Management Reviews
112 days
Mon 5/2/22
Tue 10/4/22
4
1
Phase 200
Project Initiation
160 days
Tue 2/15/22
Mon 9/26/22
5
2
Task 201
Progress Review Meetings
103 days
Thu 5/5/22
Mon 9/26/22
6
3
Kick-Off Meeting
1 day
Thu 5/5/22
Thu 5/5/22
7
3
Progress Meeting #1
1 day
Mon 6/20/22
Mon 6/20/22
8
3
Progress Meeting #2
1 day
Mon 8/15/22
Mon 8/15/22
9
3
Progress Meeting #3
1 day
Mon 9/26/22
Mon 9/26/22
10
2
Task 202
Site Visits
55 days
Tue 2/15/22
Mon 5/2/22
11
3
Fiber Optic Review
0.5 days
Tue 2/15/22
Tue 2/15/22
12
3
Site Visit #2
1 day
Mon 5/2/22
Mon 5/2/22
13
1
Phase 300
Design & Construction Documents
122 days
Fri 5/6/22
Mon 10/24/22
14
2
Electrical Design / Determination on Pads
30 days
Fri 5/6/22
Thu 6/16/22
15
2
Structural Allowance Design (as needed)
30 days
Fri 6/17/22
Thu 7/28/22
16
2
Pencils Down
0 days
Thu 7/28/22
Thu 7/28/22
17
2
Drawing package QC
5 days
Fri 7/29/22
Thu 8/4/22
18
2
Task 301
90% Design Documents
10 days
Tue 8/16/22
Mon 8/29/22
19
3
90% Comment Resolution
10 days
Tue 8/16/22
Mon 8/29/22
20
2
Task 302
Agency Review Documentation
32 days
Tue 8/30/22 Wed 10/12/22
21
3
Prepare Agency Review Documents
5 days
Tue 8/30/22
Mon 9/5/22
22
3
Submit Agency Review
1 day
Tue 9/6/22
Tue 9/6/22
23
3
Engage SRP and Submit Design
1 day
Tue 9/6/22
Tue 9/6/22
24
3
Agency Review / SRP Review Comment 
Resolution
15 days
Thu 9/15/22
Wed
10/5/22
25
3
Opinion of Probable Construction Cost Estim
15 days
Tue 9/6/22
Mon 9/26/22
26
3
Issue For Construction Set
5 days
Thu 10/6/22
Wed 10/12/22
27
2
Task 303
Bid Assistance - TBD
1 day
Mon 10/24/22 Mon 10/24/22
7/28
1
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Qtr 2, 2022
Qtr 3, 2022
Qtr 4, 2022
Task
Split
Milestone
Summary
Project Summary
Inactive Task
Inactive Milestone
Inactive Summary
Manual Task
Duration-only
Manual Summary Rollup
Manual Summary
Start-only
Finish-only
External Tasks
External Milestone
Deadline
Critical
Critical Split
Progress
Manual Progress
Page 1
Project: Chandler Manganaro L
Date: Mon 2/21/22

City of Chandler Professional Services Agreement – Exhibit “C” 
Page C-1 
Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
Rev 10/28/2021 
 
 
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: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
Rev 10/28/2021 
 
 
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. 
 
3. 
Additional Policy Provisions Required. 
 
3.1 Self-Insured Retentions or Deductibles.  Any self-insured retentions and deductibles must be 
declared and approved by City.  If not approved, City may require that the insurer reduce or 
eliminate any deductible or self-insured retentions with respect to City, its officers, officials, 
agents, employees, and volunteers. 
 
3.1.1. Consultant’s insurance must contain broad form contractual liability coverage. 
 
3.1.2. Consultant’s insurance coverage must be primary insurance with respect to City, its 
officers, officials, agents, and employees.  Any insurance or self-insurance maintained 
by City, its officers, officials, agents, and employees will be in excess of the coverage 
provided by Consultant and must not contribute to it. 
 
3.1.3. Consultant’s insurance must apply separately to each insured against whom claim is 
made or suit is brought, except with respect to the limits of the insurer's liability.

City of Chandler Professional Services Agreement – Exhibit “C” 
Page C-3 
Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
Rev 10/28/2021 
 
 
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. (Does not apply to Professional Liability coverage.) 
 
3.1.6. Consultant, its successors and or assigns, are required to maintain Commercial 
General Liability insurance as specified in this Agreement for a minimum period of 3 
years following completion and acceptance of the Work.  Consultant must submit a 
Certificate of Insurance evidencing Commercial General Liability insurance during this 
3-year period containing all the Agreement insurance requirements, including 
naming City of Chandler, its agents, representatives, officers, directors, officials and 
employees as Additional Insured as required. 
 
3.1.7. If a Certificate of Insurance is submitted as verification of coverage, City will 
reasonably rely upon the Certificate of Insurance as evidence of coverage but this 
acceptance and reliance will not waive or alter in any way the insurance requirements 
or obligations of this Agreement.   
 
3.2.  Insurance Cancellation During Term of Contract/Agreement.  
3.2.1. If any of the required policies expire during the life of this Agreement, Consultant 
must forward renewal or replacement Certificates to City within 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; 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: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
Rev. 11/1/19 
 
 
EXHIBIT “D” 
SPECIAL CONDITIONS 
 
 
Standard Details and Specifications. Consultant must be familiar with City’s latest revision of 
the MAG Specifications and MAG Standard Details as amended by City.  City’s current 
amendment to the MAG Specifications, part of City’s Unified Development Manual, may be found 
and downloaded from City’s website at http://www.chandleraz.gov/udm.   
 
City Ownership of Project Documents. All work products (electronically or manually 
generated) including, but not limited to: plans, specifications, cost estimates, field notes, 
tracings, studies, investigations, design analyses, original drawings, original mylars, Computer 
Aided Drafting and Design (CADD) file diskettes which reflect all final drawings, and other 
related documents which are prepared in the performance of this Agreement (collectively 
referred to as "Documents") are to be and remain the property of City and are to be delivered 
to the Project Manager before the final payment is made to Consultant. In the event these 
Documents are altered, modified or adapted without the written consent of Consultant, 
which consent Consultant must not unreasonably withhold, City agrees to hold Consultant 
harmless to the extent permitted by law from the legal liability arising out of City's alteration, 
modification or adaptation of the Documents. 
 
Re-use of Documents. The parties agree the documents, drawings, specifications and designs, 
although the property of City,  are prepared for this specific project and are not intended nor 
represented by Consultant to be suitable for re-use for any other project.  Any re-use without 
written verification or adaptation by Consultant for the specific purpose intended will be at 
City’s sole risk and without liability or legal exposure to Consultant. 
 
Patent Fees and Royalties. Consultant must pay all license fees and royalties and assume all 
costs incidental to the use, in the performance of the work or the incorporation in the work 
of any invention, design, process, product, or device which is the subject of patent rights or 
copyrights held by others.  If a particular invention, design, process, product, or device is 
specified in the Agreement for use in the performance of the work and if, to the actual 
knowledge of City, its use is subject to patent rights or copyrights calling for the payment of 
any license fee or royalty to others, the existence of such rights will be disclosed by City in the 
Agreement.  Consultant must defend, indemnify and hold harmless City and anyone directly 
or indirectly employed by City from and against all claims, damages, losses, and expenses 
(including attorneys’ fees) arising out of any infringement of patent rights or copyrights 
incidental to the use in the performance of the work, or resulting from the incorporation in 
the work of any invention, design, process, product, or device not specified in the Agreement, 
and must defend all such claims in connection with any alleged infringement of such rights.  
 
License to City for Reasonable Use. With this Agreement, Consultant and its subconsultants 
hereby grant a license to City, its agents, employees, and representatives for an indefinite 
period of time to reasonably use, make copies, and distribute as appropriate the Documents, 
works or deliverables developed or created as a result of the Project and this Agreement. This 
license also includes the making of derivative works.

City of Chandler Professional Services Agreement – Affidavit of Lawful Presence 
Page AFF-2 
Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
Rev. 11/1/19 
 
 
 
Documents to Bear Seal. Consultant and its subconsultants must endorse by professional 
seal all plans, works, and deliverables prepared by each for this Agreement as required by 
state law. 
 
1. Contract Worker Access Controls, Badge and Key Access Requirements. A Contract Worker 
from Consultant’s firm must not be allowed to begin work in any City facility without: (A) 
The prior completion and City's acceptance of the required background screening; and (8) 
when required, the Contract Worker's receipt of a City issued badge. A badge will be issued 
to a Contract Worker solely for access to City facility(s) to which the Contract Worker is 
assigned. Each Contract Worker who enters a City facility must use the badge issued to 
the Contract Worker. 
 
2. Badges. After receipt of the badge application, the Contract Worker will proceed to the 
Badging Office for processing of the badge application and issuance of the badge. City will 
not process the badge application until the Contract Worker satisfies the required 
Background Screening (as defined herein). The Contract Worker must comply with all 
requirements and furnish all requested information as requested by the Badging Office. 
Any and all fees associated with security badging will be assessed in compliance with 
Chandler City Code §4-22. 
 
3. Key Access Procedures. If the Contract Worker's services require keyed access to enter a 
City facility(s), a separate key issue/return form must be completed and submitted by 
Consultant for each key issued. 
 
4. Stolen or Lost Badges or Keys. Consultant must report lost or stolen badges or keys to City 
immediately. A new badge application or key issue form must be completed and 
submitted along with payment of the applicable fees prior to issuance of a new badge or 
key. 
5. Return of Badges or Keys. All badges and keys are the property of City and must be 
returned to City at the Badging Office within one (1) business day of when the Contract 
Worker's access to a City facility is no longer required to furnish the services under this 
Agreement. Consultant must collect a Contract Worker's badge and key(s) upon the 
termination of the Contract Worker's employment; when the Contract Worker's services 
are no longer required at the particular City facility(s); or upon termination, cancellation 
or expiration of this Agreement. 
 
6. Consultant’s default under this Section must include, but is not limited to the following: 
(1) Contract Worker gains access to a City facility(s) without the proper badge or key; (2) 
Contract Worker uses a badge or key of another to gain access to a City facility; (3) Contract 
Worker commences services under this Agreement without the proper badge, key or 
Background Screening; (4) Contract Worker or Consultant submits false information or 
negligently submits wrong information to City to obtain a badge, key or applicable 
Background Screening; or (5) Consultant fails to collect and timely return Contract 
Worker's badge or key upon termination of Contract Worker's employment, reassignment 
of Contract Worker to another City facility or upon the expiration, cancellation or

City of Chandler Professional Services Agreement – Affidavit of Lawful Presence 
Page AFF-3 
Public Works & Utilities Department, Capital Projects Division  
Project Name: MANGANARO LIFT STATION ELECTRICAL IMPROVEMENTS 
Project No.: WW2106.202 
Rev. 11/1/19 
 
 
termination of this Agreement. Consultant acknowledges and agrees that the access 
control, badge and key requirements in this Section are necessary to preserve and protect 
public health, safety and welfare. Accordingly, Consultant agrees to properly cure any 
default under this Section within three (3) business days from the date notice of default is 
sent by City. The parties agree that Consultant’s failure to properly cure any default under 
this Section must constitute a breach of this Section. In addition to any other remedy 
available to City at law or in equity, Consultant must be liable for and must pay to City the 
sum of one thousand dollars ($1,000.00) for each breach by Consultant of this Section. 
The parties further agree that the sum fixed above is reasonable and approximates the 
actual or anticipated loss to City at the time and making of this Agreement in the event 
that Consultant breaches this Section. Further, the parties expressly acknowledge and 
agree to the fixed sum set forth above because of the difficulty of proving City's actual 
damages in the event that Consultant breaches this Section. The parties further agree that 
three (3) breaches by Consultant of this Section arising out of any default within a 
consecutive period of three (3) months or three (3) breaches by Consultant of this Section 
arising out of the same default within a period of twelve (12) consecutive months will 
constitute a material breach of this Agreement by Consultant and City expressly reserves 
all of its rights, remedies and interests under this Agreement, at law and in equity 
including, but not limited to, termination of this Agreement.