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Project Name: CITY OWNED PARKING LOT ASSESSMENT
Page 1
Project No.: ST2304.101
Rev. 5/3/23
PROFESSIONAL SERVICES AGREEMENT
Pre-Design Services
CITY OWNED PARKING LOT ASSESSMENT
Project No. ST2304.101
Council Date: June 29, 2023 Item No.
This Agreement (“Agreement”) is made and entered into on the ______ day of_________________, 2023
(“Effective Date”), by and between City of Chandler, an Arizona municipal corporation, ("City''),
and Stantec Consulting Services, Inc., a New York 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 Pre-Design Services for CITY OWNED
PARKING LOT ASSESSMENT 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 enter into an Agreement 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.
Project Name: CITY OWNED PARKING LOT ASSESSMENT
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Project No.: ST2304.101
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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 187
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 $174,220 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:
Project Name: CITY OWNED PARKING LOT ASSESSMENT
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Project No.: ST2304.101
Rev. 5/3/23
To City:
City of Chandler - Public Works & Utilities Department
Attn: CIP City Engineer: Kimberly Moon, P.E.
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: Rachel Marx, Project Manager
P.O. Box 4008, Mail Stop 407, Chandler, AZ 85244-4008
Phone: 480-782-3354 Email: rachel.marx@chandleraz.gov
To Consultant:
LEGAL COMPANY NAME: Stantec Consulting Services Inc.
Mailing Address:
3133 West Frye Road, Suite 300, Chandler, Arizona
85226-5155
Physical Address:
3133 West Frye Road, Suite 300, Chandler, Arizona
85226-5155
Statutory Agent Name: Corporation Service Company
Statutory Agent Mailing Address:
8825 N 23rd Avenue, Suite 100,
Phoenix, Arizona 85021
Statutory Agent Physical Address:
8825 N 23rd Avenue, Suite 100,
Phoenix, Arizona 85021
CONSULTANT’S AUTHORIZED PROJECT REPRESENTATIVE
Name:
Fadi Jadoun
Title:
Senior Associate
Phone: 480-687-6128
Email:
fadi.jadoun@stantec.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 Agreement 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 Agreements with subconsultants who
Project Name: CITY OWNED PARKING LOT ASSESSMENT
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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 Agreement price or
payments made on this Agreement or request reimbursement from Consultant following
final payment on this Agreement if the above provision is not included in subconsultant
agreements, and one or more subconsultants refuse to allow City to audit their records to
verify the accuracy and appropriateness of all cost and pricing data. If, following an audit of
this Agreement, the audit discloses Consultant has provided false, misleading, or inaccurate
cost and pricing data, and the cost discrepancies exceed 1% of the total Agreement billings,
Consultant will be liable for reimbursement of the reasonable, actual cost of the audit.
5.3 Alteration in Character of Work. Whenever an alteration in the character of work results
in a substantial change in this Agreement, thereby materially increasing or decreasing the
scope of services, cost of performance, or Project schedule, the work will be performed as
directed by City. However, before any modified work is started, a written amendment must
be approved and executed by City and Consultant. Such amendment must not be effective
until approved by City. Additions to, modifications, or deletions from this Agreement as
provided herein may be made, and the compensation to be paid to Consultant may
accordingly be adjusted by mutual agreement of the Parties. It is distinctly understood and
agreed that no claim for extra services or materials furnished by Consultant will be allowed
by City except as provided herein, nor must Consultant do any work or furnish any materials
not covered by this Agreement unless such work is first authorized in writing. Any 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
Project Name: CITY OWNED PARKING LOT ASSESSMENT
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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
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.
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5.10 Completeness and Accuracy of Consultant’s Work. Consultant must be responsible for
the completeness and accuracy of Consultant’s services, data, and other work prepared or
compiled under Consultant’s obligation under this Agreement and must correct, at
Consultant’s expense, all willful or negligent errors, omissions, or acts that may be discovered.
Correction of errors disclosed and determined to exist during any construction of the project on
architectural or engineering drawings and specifications must be accomplished by Consultant.
The cost of the design necessary to correct those errors attributable to Consultant and any
damage incurred by City as a result of additional construction costs caused by such engineering
or architectural errors will be chargeable to Consultant and will not be considered a cost of the
Work. The fact that City has accepted or approved Consultant’s work will in no way relieve
Consultant of any of Consultant’s responsibilities.
5.11 Reporting. Written monthly reports, along with updated work schedules, will be made by
Consultant in the format prescribed by City. These reports will be delivered to City per schedule.
When requested by City, Consultant will attend Council meetings and provide finished documents
including correspondence for Council action, supporting charts, graphs, drawings and colored
slides of same.
5.12 Withholding Payment. City reserves the right to withhold funds from Consultant’s
payments up to the amount equal to the claims City may have against Consultant until such
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.
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5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
required under this Agreement by reason of acts of God or other cause beyond the control
and without fault of the Party (financial inability excepted), performance of that act may be
excused, but only for the period of the delay, if the Party provides written notice to the other
Party within ten days of such act. The time for performance of the act may be extended for a
period equivalent to the period of delay from the date written notice is received by the other
Party.
5.18 Compliance with Federal Laws. Consultant understands and acknowledges the
applicability of the Americans with Disabilities Act, the Immigration Reform and Control Act
of 1986 and the Drug Free Workplace Act of 1989 to it. Consultant agrees to comply with these
laws in performing this Agreement and to permit City to verify such compliance.
5.19 No Israel Boycott. By entering into this Agreement, Consultant certifies that Consultant
is not currently engaged in, and agrees for the duration of the Agreement, not to engage in a
boycott of Israel as defined by state statute.
5.20 Legal Worker Requirements. A.R.S. § 41-4401 prohibits City from awarding an Agreement
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 an
Agreement 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 Agreement 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
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Project No.: ST2304.101
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every provision.
5.24 Disclosure of Information Adverse to City’s Interests. To evaluate and avoid potential
conflicts of interest, Consultant must provide written notice to City, as set forth in this Section,
of any work or services performed by Consultant for third parties that may involve or be
associated with any real property or personal property owned or leased by City. Such notice
must be given 7 business days prior to commencement of the services by Consultant for a
third party, or 7 business days prior to an adverse action as defined below. Written notice
and disclosure must be sent in accordance with Section 6.7 above. An adverse action under
this Agreement includes, but is not limited to: (a) using data as defined in the Agreement
acquired in connection with this Agreement to assist a third party in pursuing administrative
or judicial action against City; or (b) testifying or providing evidence on behalf of any person
in connection with an administrative or judicial action against City; or (c) using data to produce
income for Consultant or its employees independently of performing the services under this
Agreement, without the prior written consent of City. Consultant represents that except for
those persons, entities, and projects identified to City, the services performed by Consultant
under this Agreement are not expected to create an interest with any person, entity, or third
party project that is or may be adverse to City’s interests. Consultant’s failure to provide a
written notice and disclosure of the information as set forth in this Section constitute a
material breach of this Agreement.
5.25 Data Confidentiality and Data Security. As used in the Agreement, "data" means all
information, whether written or verbal, including plans, photographs, studies, investigations,
audits, analyses, samples, reports, calculations, internal memos, meeting minutes, data field
notes, work product, proposals, correspondence and any other similar documents or
information prepared by, obtained by, or transmitted to Consultant or its subconsultants in
the performance of this Agreement. The Parties agree that all data, regardless of form,
including originals, images, and reproductions, prepared by, obtained by, or transmitted to
Consultant or its subconsultants in connection with Consultant’s or its subconsultant’s
performance of this Agreement is confidential and proprietary information belonging to City.
Except as specifically provided in this Agreement, Consultant or its subconsultants must not
divulge data to any third party without City’s prior written consent. Consultant or its
subconsultants must not use the data for any purposes except to perform the services
required under this Agreement. These prohibitions do not apply to the following data
provided to Consultant or its subconsultants have first given the required notice to City: (a)
data which was known to Consultant or its subconsultants prior to its performance under this
Consultant or its subconsultants by a third party, who to the best of Consultant’s or its
subconsultants’ knowledge and belief, had the legal right to make such disclosure and
Consultant or its subconsultants are not otherwise required to hold such data in confidence;
or (c) data which is required to be disclosed by virtue of law, regulation, or court order, to
which Consultant or its subconsultants are subject. In the event Consultant or its
subconsultants are required or requested to disclose data to a third party, or any other
information to which Consultant or its subconsultants became privy as a result of any other
Agreement 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
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subconsultants assume all liability to maintain the confidentiality of the data in its possession
and agrees to compensate City if any of the provisions of this Section are violated by
Consultant, its employees, agents or subconsultants. Solely for the purposes of seeking
injunctive relief, it is agreed that a breach of this Section must be deemed to cause irreparable
harm that justifies injunctive relief in court. Consultant agrees that the requirements of this
Section must be incorporated into all subagreements entered into by Consultant. A violation
of this Section may result in immediate termination of this Agreement without notice.
5.26 Personal Identifying Information-Data Security. Personal identifying information,
financial account information, or restricted City information, whether electronic format or
hard copy, must be secured and protected at all times by Consultant or its subconsultants. At
a minimum, Consultant or its subconsultants must encrypt or password-protect electronic
files. This includes data saved to laptop computers, computerized devices, or removable
storage devices. When personal identifying information, financial account information, or
restricted City information, regardless of its format, is no longer necessary, the information
must be redacted or destroyed through appropriate and secure methods that ensure the
information cannot be viewed, accessed, or reconstructed. In the event that data collected or
obtained by Consultant or its subconsultants in connection with this Agreement is believed
to have been compromised, Consultant or its subconsultants must immediately notify City
contact. Consultant agrees to reimburse City for any costs incurred by City to investigate
potential breaches of this data and, where applicable, the cost of notifying individuals who
may be impacted by the breach. Consultant agrees that the requirements of this Section must
be incorporated into all subcontracts entered into by Consultant. It is further agreed that a
violation of this Section must be deemed to cause irreparable harm that justifies injunctive
relief in court. A violation of this Section may result in immediate termination of this
Agreement without notice. The obligations of Consultant or its subconsultants under this
Section must survive the termination of this Agreement.
5.27 Jurisdiction and Venue. This Agreement is made under and must be construed in
accordance with and governed by the laws of the State of Arizona without regard to the
conflicts or choice of law provisions thereof. Any action to enforce any provision of this
Agreement or to obtain any remedy with respect hereto must be brought in the courts
located in Maricopa County, Arizona, and for this purpose, each Party hereby expressly and
irrevocably consents to the jurisdiction and venue of such court.
5.28 Survival. All warranties, representations, and indemnifications by Consultant must
survive the completion or termination of this Agreement.
5.29 Modification. Except as expressly provided herein to the contrary, no supplement,
modification, or amendment of any term of this Agreement will be deemed binding or
effective unless in writing and signed by the Parties.
5.30 Severability. If any provision of this Agreement or the application to any person or
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
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contemporaneous written or oral agreement between the Parties regarding the subject
matter is merged and superseded.
5.32 Time is of the Essence. Time of each of the terms, covenants, and conditions of this
Agreement is hereby expressly made of the essence.
5.33 Date of Performance. If the date of performance of any obligation or the last day of any
time period provided for should fall on a Saturday, Sunday, or holiday for City, the obligation
will be due and owing, and the time period will expire, on the first day after which is not a
Saturday, Sunday or legal City holiday. Except as may otherwise be set forth in this
Agreement, any performance provided for herein will be timely made if completed no later
than 5:00 p.m. (Chandler time) on the day of performance.
5.34 Third Party Beneficiary. Nothing under this Agreement will be construed to give any
rights or benefits in the Agreement to anyone other than City and Consultant, and all duties
and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of City and Consultant and not for the benefit of any other party.
5.35 Conflict in Language. All work performed must conform to all applicable City of Chandler
codes, ordinances, and requirements as outlined in this Agreement. If there is a conflict in
interpretation between provisions in this Agreement and those in Exhibit "A", the provisions
in this Agreement prevail.
5.36 Document/Information Release. Documents and materials released to Consultant,
which are identified by City as sensitive and confidential, are City’s property. The
document/material must be issued by and returned to City upon completion of the services
under this Agreement. Consultant secondary distribution, disclosure, copying, or duplication
in any manner is prohibited without City’s prior written approval. The document/material
must be kept secure at all times. This directive applies to all City documents, whether in
photographic, printed, or electronic data format.
5.37 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:
Exhibit A - Scope of Services / Schedule
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions
Exhibit E – Subconsultant Documents (if applicable)
Exhibit F - 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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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.
5.44 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Contractor
certifies and agrees Contractor does not currently use and will not use for the term of this
Agreement: (i) the forced labor of ethnic Uyghurs in the People's Republic of China; or (ii) any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of
China.
5.45 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.
Project Name: CITY OWNED PARKING LOT ASSESSMENT
Page 12
Project No.: ST2304.101
Rev. 5/3/23
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:
Kimberly Moon, P.E.
CIP City Engineer
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
Seal
“CONSULTANT”
Stantec Consulting Services Inc.
Signature
Date
Print Name
Title
Signer Email Address
Fadi Jadoun
/
Colleen M. Ruiz
Senior Associate
/
Senior Principal
fadi.jadoun@stantec.com /
colleen.ruiz@stantec.com
Ruiz, Colleen
Digitally signed by Ruiz,
Colleen
Date: 2023.06.02
09:46:53-06'00'
Jadoun,
Fadi
Digitally signed by
Jadoun, Fadi
Date: 2023.06.02
09:05:15 -07'00'
Digitally signed by Kimberly Moon
DN: C=US, E=Kimberly.Moon@ChandlerAZ.gov,
O=City of Chandler, OU=Capital Projects Division,
CN=Kimberly Moon
Date: 2023.06.05 12:14:22-07'00'
Project Name: CITY OWNED PARKING LOT ASSESSMENT
Page A-1
Project No.: ST2304.101
Rev. 12/8/22
EXHIBIT “A”
SCOPE OF SERVICES/SCHEDULE
ST2304.101 City Owned Parking Lot Assessment
EXHIBIT “A”
SCOPE OF SERVICES/SCHEDULE
1. PROJECT DESCRIPTION & SCOPE OF WORK:
1.1
The primary goal of this project is to perform a condition assessment of the City
of Chandler owned parking lots. The parking lot information will be uploaded to
the City’s RoadMatrix™ pavement management system (PMS) database so that
the City is able to manage the data. While the City of Chandler Streets department
is currently using RoadMatrix™ PMS to manage their road assets. The parking lot
segments as well as their condition data will be loaded to another instance of the
database that is separate from the street asset database. This allows the for
independent inventory management of the parking lots and other peripheral
assets.
1.2
The scope of work presented herein is based on a parking lot inventory list
received from the City on January 27, 2023. The list contains a total of 100 parking
lots areas. The City requested that the following assets be inventoried and
assessed for condition through a field “boots on the ground” survey:
a. Parking Lots.
b. Access roads to the parking lots.
c. Pavement Marking within the parking lot areas.
Each parking lot area may contain more than one parking lot and may or may
not contain access roads and/or pavement markings.
Based on the provided inventory list, the following scope was estimated for the
major assets included as part of this project:
a. Parking Lots: A total estimated area of 600,000+ Square Yards of paved
surface shall be surveyed.
b. Access Roads: Approximately 2+ miles of paved access roads are to be
surveyed.
1.3
The project budget is $174,220.00. All data collection and reporting efforts of the
project will be completed within this budget.
2. ASSIGNMENT:
2.1
The aforementioned scope of work has been awarded to the consultant (Stantec)
based on their proposed personnel and specified consultants. Any deviations or
substitutions of these team members must be pre-approved in writing by City.
Those persons listed in Exhibit B will perform those portions of the work listed
therein.
3. PROJECT SCHEDULE:
3.1
Consultant must perform the services within the times set forth in the Production
Schedule included herein and made a part hereof by reference.
3.2
Consultant must adhere to the Production Schedule described herein and such
schedule may not be modified or deviated from without written consent of City.
Consultant must revise and submit for review an updated schedule whenever it is
demonstrated that the time for completion of the Project Design or of any of the
partial completion points listed in the schedule is delayed by two weeks or more.
Such adjusted schedule will include a written explanation stating the reasons for
the change and a plan for getting back on schedule. Consultant must take all
reasonable actions necessary to get the project back on schedule and City will
cooperate to assist Consultant.
3.3
The proposed schedule has been created assuming a notice to proceed date of
July 15, 2023, and deliverables at end of January 2024.
3.4
The schedule dates noted below are practical based on previous experience with
a similar scope. Field surveys are scheduled to start in September and be
completed in mid-November except for the Pilot project which will start in mid-
August. The fieldwork is dependent on good weather. Rainy days will delay data
collection and will impact the final delivery date. Should this become an issue,
Stantec will notify the City project manager of the impact to the overall schedule.
3.5 Stantec will utilize schedule control mechanisms to maintain project timelines as
follows:
•
Maintain a schedule linking dependent tasks together and defining a critical path for
the project. Following the critical path focuses the team on completing the critical
tasks on time.
•
Project progress is tracked by monitoring and updating the schedule. This identifies
the source of an unexpected problem to allow early corrective action if the project is
off schedule.
•
Assign and schedule resources in advance so that the work proceeds on schedule.
•
Follow a proactive risk management approach that involves looking ahead for any
issues that could cause schedule delay and taking action in advance to reduce or
eliminate the potential problem.
4. QUALITY CONTROL:
4.1
Consultant must institute and comply with the Quality Control Plan listed below
under Task 5: “QA/QC of Raw and Processed Data”.
Task
No.
Task Name
Start Date
End Date
Duration
(days)
Net Working
Days
2023-07-21
2023-07-28
2023-08-04
2023-08-11
2023-08-18
2023-08-25
2023-09-01
2023-09-08
2023-09-15
2023-09-22
2023-09-29
2023-10-06
2023-10-13
2023-10-20
2023-10-27
2023-11-03
2023-11-10
2023-11-17
2023-11-24
2023-12-01
2023-12-08
2023-12-15
2023-12-22
2023-12-29
2024-01-05
2024-01-12
2024-01-19
2024-01-26
2024-02-02
1
Project Initiation, Setup and Management
2023-07-15
2024-01-31
201
143
Project Initiation and Setup
2023-07-15
2023-07-24
10
6
Project Management
2023-07-15
2024-01-31
201
143
Review and Finalize Data Collection Procedures with
City
2023-07-15
2023-08-02
19
13
2
Digitization of Assets
2023-07-15
2023-08-06
23
15
Digitization of up to 100 Parking Lot Areas as per City
List
2023-07-15
2023-08-02
19
13
Review and QA/QC of digitized Assets
2023-08-02
2023-08-06
5
3
3
Customization of data collection applications
2023-08-05
2023-08-13
9
5
4
Pilot Study (Three Parking Lots)
2023-08-15
2023-09-05
22
16
Pavement Visual Survey and Pavement Marking and
Acess Road Survey at 3 Parking Lot Areas
2023-08-15
2023-08-19
5
4
QA/QC of Collected Condition Data and Upload to
RoadMatrix™
2023-08-20
2023-08-23
4
3
Calculate PCI and Summarize Findings including
Mapping of Pavement Markings
2023-08-26
2023-08-30
5
3
Onsite Meeting with City Staff to Present the Results
2023-09-04
2023-09-05
2
2
5
Field Data Collection Services
2023-09-09
2023-11-14
67
47
Parking Lots Visual Surveys at 97 Parking Lot Areas
2023-09-09
2023-11-14
67
47
Pavement Marking Visual Survey at 97 Parking Lots
Areas
2023-09-09
2023-11-14
67
47
Access Roads Visual Survey at 97 Parking Lots Areas
2023-09-09
2023-11-14
67
47
6
QA/QC of raw and processed data
2023-09-09
2023-11-25
78
55
Daily QA/QC of Collected Condition Data
2023-09-09
2023-11-14
67
47
QA/QC of Processed Data after Loading into
RoadMatrix™
2023-11-18
2023-11-25
8
5
7
Loading of Parking Lots data to RoadMatrix™ and
running analysis
2023-11-14
2023-12-06
23
17
Setup RoadMatrix™ database (Internal)
Loading of Parking Lots Data to RoadMatrix™
2023-11-14
2023-11-19
6
4
PCI Present Status Analysis
2023-11-20
2023-11-22
3
3
Recommended Work Programs for Individual Parking
Lots
2023-11-25
2023-12-06
12
8
8
Mapping of Pavement Markings / Deliver (.shp)
2023-11-27
2023-11-28
2
2
9
Reporting
2023-12-13
2024-01-31
50
36
Draft Report of Parking Lots and Pavement Markings
(PDF)
2023-12-13
2024-01-03
22
16
Final Report of Parking Lots and Pavement Markings
(PDF)
2024-01-13
2024-01-31
19
13
Week Ending
5. WORK PLAN:
5.1
The following work plan details the various tasks involved in executing the project
to achieve the desired results and satisfy the City's objectives.
a. Task 1: Project Initiation, Setup and Management
b. Task 2: Digitization of Assets
c.
Task 3: Customization of Data Collection Applications
d. Task 4: Pilot Study
e. Task 5: Field Data Collection Services
f.
Task 6: QA/QC of Raw and Processed Data
g. Task 7: Loading of Parking Lots Data to RoadMatrix and Running Analysis
h. Task 8: Mapping of Pavement Markings
i.
Task 9: Reporting
5.2 Task 1: Project Initiation, Setup and Management
This task provides for initiation, setup, and project management services for the
duration of the project. This task also includes meetings with the City to review
and document the data collection approach, and to provide updates on project
status.
A summary of the sub-tasks include:
•
The administration of the contract and the provision of the
insurance certificates.
•
The preparation of the information and tools the field survey crew
requires prior to starting the field survey. This includes electronic
files, tablet, measuring wheel, digital levels, etc.
•
The coordination and supervision of the entire project.
•
Up to three (3) meetings with City staff to review the data
collection procedures, review the digitized assets and to provide a
summary of the results from this project. The form of the
meetings, virtual vs. onsite, will be discussed with the City’s project
manager and will be agreed upon. Our project manager is local
and can also meet with the City staff on an ad-hoc basis.
5.3
Task 2: Digitization of Assets.
This task provides digitization services of all parking lots and access roads based
on the parking lot inventory list that was received from the City.
All of the aforementioned assets will be digitized into manageable polygons for
condition survey as well as for loading the data into the RoadMatrix™ software.
The goal is to develop a list of records/segments/sections that will make
reasonable presentations and can be used to generate reasonable work
recommendations in terms of the size of each polygon/segment.
The digitization effort will take place in our office using the Maricopa County Tax
Assessor streaming layer of 2022 aerials.
In addition to digitizing the assets, various attributes of each newly-created
segment are populated. The following attributes will be extracted and
documented for each digitized segment:
•
Lot Number
•
Asset Type (Parking Lot, Access Road)
•
Asset Location Name
•
Asset Parcel Number
•
Asset Address
•
Shape/Asset Length
•
Shape/Asset Area
•
Material Type (Asphalt, PCC, Rubber, Other)
The digitized file will be shared with the City as a GIS geodatabase (points and
lines for assets and polygons for parking lots), once completed for review and
feedback before the field survey is started. The field survey will use the digitized
file to collect the condition of the aforementioned assets.
5.4
Task 3: Customization of Data Collection Applications.
Once an agreement is reached in terms of the approach to collecting the
condition of the various assets, Stantec will customize the Survey123 and
Collector application interfaces to facilitate the field data collection approach
and enhance productivity and quality.
The application interface will be designed in a way that avoids users having to
enter information manually; rather, the user will simply choose the option from
an available drop-down list or by tapping on radio buttons or check boxes.
5.5
Task 4: Pilot Study
A pilot study to inventory and collect the condition of the parking lots, access roads
and pavement marking will be completed on parking lots at the following three (3)
locations.
•
Fire Station No. 8
•
Downtown Library
•
Veterans Oasis Park
The goal of the pilot study is for the City to evaluate the data collection
methodology described in this proposal.
An onsite meeting will be scheduled to present the deliverables from the pilot
study and discuss any changes needed to the data collection approach and/or
the format of the deliverables.
5.6
Task 5: Field Data Collection Services.
a.
Task 5.A: Visual Surface Distress Data of Parking Lots/Access Roads
A visual surface condition assessment will be completed on approximately 100
parking lot areas with an estimated total area of 600,000 square yards
throughout the City. Also, approximately 2 miles of
access roads will be collected following the same
procedure as the parking lots as described below.
For the visual survey, our field crew will use a mobile
data collection application for distress rating inputs. All
collected data will be uploaded into the City’s
RoadMatrix™ PMS.
As mentioned before, Stantec will review the proposed
data collection approach and will discuss and finalize
with the City before field data collection begins. Once
the data collection approach is finalized, Stantec will visually collect the surface
distresses and attributes as presented in Table 1 below. The distresses shown
below for PCC and for Asphalt pavements reflect a simplified version of ASTM
D6433 standards: “Standard Practice for Roads and Parking Lots Pavement
Condition Index Surveys”.
Table 1: Data Collection Distresses on Parking Lots and Access Roads
Asphalt Distresses
PCC Distresses
•
Bleeding
•
Block Cracking
•
Bumps and Sags
•
Corrugation
•
Depression
•
Alligator Cracking
•
Edge Cracking
•
Long & Trans Cracking
•
Patching & Utility Cut
Patching
•
Potholes
•
Rutting
•
Shoving
•
Raveling
•
Corner Break
•
Durability Crack
•
Faulting
•
Joint Seal
•
Linear Cracking
•
Patching (Large) & Utility Cuts
•
Patching (Small)
•
Popouts
•
Punchout
•
Scaling, Map Cracking, Crazing
•
Shrinkage
•
Corner Spalling
•
Joint Spalling
Pavement surface distress will be processed and analyzed as per ASTM
D6433 standards to calculate a Pavement Condition Index (PCI) score within
RoadMatrix™ for each parking lot and for each access road.
b.
Task 5.B: Pavement Markings
Pavement marking presence and general condition will be collected in all
parking lot areas. The following attributes will be collected:
•
Type (e.g., Edge Line, Stop Line, Crosswalk, Fire Lane, Parking Zone,
Handicap, Speed Hump)
•
Color (White, Yellow, Red, Blue, Orange, Other)
•
Parking Orientation (Parallel, Perpendicular, Angled, Null)
•
General Condition (Good, Fair, Poor, Undetermined)
5.7 Task 6: QA/QC of Raw and Processed Data.
This task provides for the effort required to check the quality and completeness
of the data while data collection is happening and after data has been collected
for loading into RoadMatrix™. The following tasks are completed as part of the
QA/QC during data collection:
1. Review the collected data daily to ensure there are no missed areas and to
check reasonableness of collected data.
2. Apply any edits needed and instruct the rater to collect any missed
assets/locations.
Once the data has been collected it is quality checked prior to upload to
RoadMatrix™. Any updated attribute data discussed and agreed upon at the
kickoff meeting (estimated traffic volumes, pavement structure layer
information, etc.) is loaded into RoadMatrix™, providing it is supplied in an
agreed upon format. Any required attributes to calculate the PCI and the SCI will
be discussed during the kickoff meeting.
Quality Control Plan
Quality Control methods are conducted daily. Essentially, there are the following
two key areas:
•
Field Data Verification
•
Office Data Verification
Field Data Verification
Our field crews are responsible for the daily operations in the field. It is
important in a project of this nature that the rater use due-diligence and follow a
consistent and systematic approach in conducting the condition survey. Since
the deliverable will ultimately be produced from the fieldwork, it is imperative
that the technicians:
•
Adhere to all health and safety guidelines,
•
Adhere to any traffic regulations,
•
Route and track as per pre-defined routing plans to avoid overlap and
duplication,
•
Constantly monitor QC systems,
•
Make daily data back-ups,
•
Communicate with Stantec and City Project Managers, if questions arise in
the field,
•
Make decisions as to when surveys should be suspended due to hindrances
such as GPS satellite coverage or weather,
•
On a daily basis, report to the Stantec Project Manager a list of assets
surveyed that day, and other issues that may have risen, and
•
Ensure safety measures are met with regard to both themselves and the
public.
Office Data Verification
Prior to delivery, our Project Management Team will perform thorough checks
on the data, to verify integrity and completeness. Any discrepancies will be
addressed accordingly, and the Project Management Team will determine if re-
surveys are required. All reports and deliverables will undergo peer reviews
before delivery to the City.
All collected data is processed and analyzed by trained staff. All raters undergo a
hands-on training course developed by our team of engineers before they can
rate pavement markings and parking lot distresses/defects. The staff have been
trained to identify parameters that may cause data degradation. Utilizing
internally developed data processing tools, all collected data is screened for
outliers. In the event our QA/QC procedures identify inconsistencies with the
rated data, it will be re-rated with additional technicians assigned to the task to
expedite the process.
Quality Assurance
Quality assurance activities include the various procedures used for acceptance
testing of collected condition data. These tests confirm that data meets the
established requirements prior to use in asset management decisions.
Techniques used for this purpose include testing of control and verification sites,
sampling and re-rating, complete database checks, GIS-based quality acceptance
checks, and time-history comparisons.
5.8
Task 7: Loading of Parking Lots Data to RoadMatrix and Running Analysis
Setup RoadMatrix™ Database
The RoadMatrix™ database will be setup to host the parking lots condition data
and segment information. The City will be requested to provide traffic and
structure/as-built information if available to help with the treatment
recommendations.
Analysis of Parking Lots - PCI
The parking lot segments, and associated condition data will be loaded to
RoadMatrix™. The parking lots data will be loaded to the main module of
RoadMatrix™ to calculate the PCI. RoadMatrix™ streets model will calculate the
PCI for each parking lot and an average for all parking lots or any subset as
needed.
The pavement marking information will not be loaded to RoadMatrix™. Rather, it
will be delivered in Excel, GIS geodatabase with points and polygons, and KMZ
formats.
5.9
Task 8: Mapping of Pavement Markings
Pavement marking locations will be mapped as points or lines
depending on the type of the pavement marking. The accuracy
of the location is within one (1) meter (3.3 feet) using the Bad Elf
GNSS Surveyor device (pictured to the right).
Individual GIS layers will be created with the location of each
pavement marking. Layer symbology will be applied to
differentiate between the poor, fair, and good condition
pavement markings.
5.10
Task 9: Reporting
A report will be completed and submitted to the City, upon completion of the
data collection activities and data analysis. The report will summarize the
following:
•
Data collection approach,
•
List of parking lots that were not surveyed, if any, and the
reasoning,
•
Present status analysis results (PCI) in tabulated and
mapped formats,
•
Treatment “Network-Level” Recommendations for parking
lots,
•
A digital copy of the completed condition inventory in MS
Excel format,
•
A color-coded map with present condition rating, and
•
Conclusions and recommendations.
Stantec will coordinate with the City during the reporting phase of the project to
determine future staffing needs to meet the recommended maintenance plan
and include the findings in the report.
A draft report will be submitted to the City in PDF format for review. A final
report will be submitted after all the City comments/suggestions have been
reviewed and implemented. The final report will be submitted in PDF format
after being quality-checked and reviewed by our project manager and another
senior reviewer.
6. TERMS AND CONDITIONS:
6.1
It is our understanding that the Scope of Work will be carried out as a task order
under an existing On-Call Pre-Qualified Civil Engineering Consulting Agreement
currently in place between Stantec and the City. This proposal will remain valid for
90 days.
7. PERIOD OF SERVICE (MILESTONES):
7.1
Following receipt of a “Notice to Proceed” with the work, Consultant must
complete the work and have all documents ready for bidding within 187 calendar
days of the date indicated on the Notice to Proceed.
7.2
Consultant must complete all services specified herein in accordance with the
Schedule and progress milestones included herein. In the event delays are
experienced beyond the control of Consultant, the completion date may be
extended as mutually agreed upon by City and Consultant.
8. Allowances:
8.1
A 10 % allowance is to be added to the scope to cover any potential scope
changes. Allowances are to be used only by prior City approval.
Project Name: CITY OWNED PARKING LOT ASSESSMENT
Page B-1
Project No.: ST2304.101
Rev. 12/8/22
EXHIBIT “B”
COMPENSATION AND FEES
Stantec Consulting Services Inc.
3133 West Frye Road Suite 300, Chandler AZ 85226-5155
May 16, 2023
Attention:
Rachel Marx, PE, CFM
City of Chandler
PO Box 4008, Mail Stop 407
Chandler, AZ 85244-4008
Dear Rachel,
Reference: ST2304 City-Owned Parking Lot Assessment
Proposed Fees
May 16, 2023
Rachel Marx, PE, CFM
Page 2 of 3
Reference:
ST2304 City-Owned Parking Lot Assessment
May 16, 2023
Rachel Marx, PE, CFM
Page 3 of 3
Reference:
ST2304 City-Owned Parking Lot Assessment
We trust that the foregoing will meet with your expectations. If you have any questions, please do not
hesitate to contact us.
Regards,
Stantec Consulting Services Inc.
Fadi Jadoun Ph.D., PE
Senior Associate,
Infrastructure Management
& Pavement Engineering
Phone: 480 687 6128
Fadi.Jadoun@stantec.com
Colleen M. Ruiz PE, MPA
Senior Principal
Phone: 505-349-8454
Colleen.Ruiz@stantec.com
Project Name: CITY OWNED PARKING LOT ASSESSMENT
Page C-1
Project No.: ST2304.101
Rev. 5/3/23
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 Agreement 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
insurance policy is written on a “claims made” basis, coverage must extend for 3 years past
Project Name: CITY OWNED PARKING LOT ASSESSMENT
Page C-2
Project No.: ST2304.101
Rev. 5/3/23
completion and acceptance of the work or services, and Consultant, or its selected Design
Professional will submit Certificates of Insurance as evidence the required coverage is in
effect. The Design Professional must annually submit Certificates of Insurance citing that the
applicable coverage is in force and contains the required provisions for a 3 year period.
2.2 Commercial General Liability-Occurrence Form. Consultant must maintain “occurrence” form
Commercial General Liability insurance with a limit of not less than $2,000,000 for each
occurrence, $4,000,000 aggregate. Said insurance must also include coverage for products
and completed operations, independent contractors, personal injury and advertising injury.
If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess
insurance must be “follow form” equal or broader in coverage scope than underlying
insurance.
2.3 Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Consultant must maintain Business/Automobile Liability insurance with a
limit of $1,000,000 each accident on Consultant owned, hired, and non-owned vehicles
assigned to or used in the performance of Consultant’s work or services under this
Agreement. If any Excess or Umbrella insurance is utilized to fulfill the requirements of this
paragraph, the Excess or Umbrella insurance must be “follow form” equal or broader in
coverage scope than underlying insurance.
2.4 Workers Compensation and Employers Liability Insurance: Consultant must maintain Workers
Compensation insurance to cover obligations imposed by federal and state statutes having
jurisdiction of Consultant employees engaged in the performance of work or services under
this Agreement and must also maintain Employers’ Liability insurance of not less than
$1,000,000 for each accident and $1,000,000 disease for each employee.
2.5 Cyber Technology Errors and Omissions, Network Security, and Privacy Liability Insurance. The
policy must cover professional misconduct or lack of ordinary skill for those positions
defined in the Scope of Services of this Agreement with a limit of not less than $3,000,000
for each occurrence, $3,000,000 aggregate. In the event that the professional liability
insurance required by this Agreement is written on a claims-made basis, Consultant warrants
that any retroactive date under the policy must precede the effective date of this Agreement;
and that either continuous coverage will be maintained or an extended discovery period will
be exercised for a period of two (2) years beginning at the time work under this Agreement
is completed. If such insurance is maintained on an occurrence form basis, Consultant must
maintain such insurance for an additional period of one (1) year following termination of
Agreement. If such insurance is maintained on a claims-made basis, Consultant must
maintain such insurance for an additional period of three (3) years following termination of
the Agreement. If Consultant contends that any of the insurance it maintains pursuant to
other sections of this Exhibit C satisfies this requirement (or otherwise insures the risks
described in this section), then Consultant must provide proof of same.
2.5.1. The insurance must provide coverage for the following risks:
2.5.1.1 Liability arising from theft, dissemination, or use of confidential information
(a defined term including but not limited to bank account, credit card
account, personal information such as name, address, social security
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numbers, etc. information) stored or transmitted in electronic form.
2.5.1.2 Network Security Liability arising from the unauthorized access to, use of, or
tampering with computer systems including hacker attacks, inability of an
authorized third party, to gain access to your services including denial of
service, unless caused by a mechanical or electrical failure.
2.5.1.3 Liability arising from the introduction of a computer virus into, or otherwise
causing damage to, a customer’s or third person’s computer, computer
system, network, or similar computer related property and the data,
software, and programs thereon.
2.5.2.
The policy must provide a waiver of subrogation.
3.
Additional Policy Provisions Required.
3.1 Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must be
declared and approved by City. If not approved, City may require that the insurer reduce or
eliminate any deductible or self-insured retentions with respect to City, its officers, officials,
agents, employees, and volunteers.
3.1.1. Consultant’s insurance must contain broad form contractual liability coverage.
3.1.2. Consultant’s insurance coverage must be primary insurance with respect to City, its
officers, officials, agents, and employees. Any insurance or self-insurance maintained
by City, its officers, officials, agents, and employees will be in excess of the coverage
provided by Consultant and must not contribute to it.
3.1.3. Consultant’s insurance must apply separately to each insured against whom claim is
made or suit is brought, except with respect to the limits of the insurer's liability.
3.1.4. Coverage provided by Consultant must not be limited to the liability assumed under
the indemnification provisions of this Agreement.
3.1.5. The policies must contain a severability of interest clause and waiver of subrogation
against City, its officers, officials, agents, and employees, for losses arising from Work
performed by Consultant for City. (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
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Rev. 5/3/23
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 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.
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EXHIBIT “D”
SPECIAL CONDITIONS
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
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
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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.