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Project Name: RECLAIMED WATER CONVEYANCE IMPROVEMENTS
Page 1
Project No.: WW2206.451
Rev. 5/3/23
PROFESSIONAL SERVICES AGREEMENT
Construction Management Services
RECLAIMED WATER CONVEYANCE IMPROVEMENTS
Project No. WW2206.451
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 Wilson Engineers LLC, an Arizona limited liability company, ("Consultant") (City and
Consultant may individually be referred to as “Party” and collectively referred to as “Parties”).
RECITALS
A. City proposes to engage Consultant to provide Construction Management Services for
RECLAIMED WATER CONVEYANCE 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 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: RECLAIMED WATER CONVEYANCE IMPROVEMENTS
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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 540
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 $202,450 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: RECLAIMED WATER CONVEYANCE IMPROVEMENTS
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Project No.: WW2206.451
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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: Russ Slotnick, Construction Project Manager
P.O. Box 4008, Mail Stop 407, Chandler, AZ 85244-4008
Phone: 480-782-3411 Email: russ.slotnick@chandleraz.gov
To Consultant:
LEGAL COMPANY NAME: Wilson Engineers, LLC
Mailing Address:
1620 W. Fountainhead Pkwy., Ste. 501 Tempe AZ
85282
Physical Address: same
Statutory Agent Name: Corporation Service Company
Statutory Agent Mailing Address:
8825 N. 23rd Ave., Ste. 100 Phoenix,
AZ 85021
Statutory Agent Physical Address: Same
CONSULTANT’S AUTHORIZED PROJECT REPRESENTATIVE
Name:
Uday Kumar Gandhe
Title:
Principle
Phone: (480) 893-8860
Email:
Uday.gandhe@wilson-engineers.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
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
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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
convenience in accordance with the provisions of this Agreement.
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5.5 Indemnification. To the extent permitted by law, the Consultant ("lndemnitor") must
indemnify, save and hold harmless City and its officers, officials, agents and employees
("lndemnitee") from any and all claims, actions, liabilities, damages, losses or expenses
(including court costs, attorneys' fees and costs of claim processing, investigation and
litigation) ("Claims") caused or alleged to be caused, in whole or in part, by the wrongful,
negligent or willful acts, or errors or omissions of Consultant or any of its owners, officers,
directors, agents, employees, or subconsultants in connection with this Agreement. This
indemnity includes any claim or amount arising out of or recovered under workers'
compensation law or on account of the failure of Consultant to conform to any federal, state
or local law, statute, ordinance, rule, regulation or court decree. Consultant must indemnify
lndemnitee from and against any and all Claims, except those arising solely from
lndemnitee's own negligent or willful acts or omissions. Consultant is responsible for primary
loss investigation, defense and judgment costs where this indemnification applies. In
consideration of the award of this Agreement, Consultant agrees to waive all rights of
subrogation against lndemnitee for losses arising from or related to this Agreement. The
obligations of Consultant under this provision survive the termination or expiration of this
Agreement.
5.6 Insurance Requirements. Consultant must procure insurance under the terms and
conditions and for the amounts of coverage set forth in Exhibit “C” against claims that may
arise from or relate to performance of the work under this Agreement by Consultant and its
agents, representatives, employees, and subconsultants. Consultant and any subconsultant
must maintain this insurance until all of their obligations have been discharged, including any
warranty periods under this Agreement. These insurance requirements are minimum
requirements for this Agreement and in no way limit the indemnity covenants contained in
this Agreement. City in no way warrants that the minimum limits stated in Exhibit “C” are
sufficient to protect Consultant from liabilities that might arise out of the performance of the
work under this Agreement by Consultant, Consultant’s agents, representatives, employees,
or subconsultants. Consultant is free to purchase such additional insurance as may be
determined necessary.
5.7 Cooperation and Further Documentation. Consultant agrees to provide City such other
duly executed documents as may be reasonably requested by City to implement the intent
of this Agreement.
5.8 Successors and Assigns. City and Consultant each bind itself, its partners, successors,
assigns, and legal representatives to the other party to this Agreement and to the partners,
successors, assigns, and legal representatives of such other party in respect to all covenants
of this Agreement. Neither City nor Consultant may assign, sublet, or transfer its interest in
this Agreement without the written consent of the other party. In no event may any
contractual relation be created between any third party and City.
5.9 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties
required not disposed of by agreement between Consultant and City, the final determination
at the administrative level will be made by City Engineer.
5.10 Completeness and Accuracy of Consultant’s Work. Consultant must be responsible for
the completeness and accuracy of Consultant’s services, data, and other work prepared or
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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.
5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
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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
every provision.
Project Name: RECLAIMED WATER CONVEYANCE IMPROVEMENTS
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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
subconsultants assume all liability to maintain the confidentiality of the data in its possession
and agrees to compensate City if any of the provisions of this Section are violated by
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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
matter is merged and superseded.
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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.
5.40 Licenses and Permits. Beginning with the Effective Date and for the full term of this
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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.
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:
DN:C>i=US,
Wl
plgltany signed by Kimberly Moon
-Ol£WL- @'l'Kimberly.Moon@Ch11ndlerAZ.gov,O:City
ofiCABler, OU::Capllal Projects Division,
,CN=Klfnber1yMoori.
---
Date: 2023.06.0110:42:2TOO'
-
Kimberly Moon, P.E.
CIP City Engineer
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
Seal
Project Name: RECLAIMED WATER CONVEYANCE IMPROVEMENTS
Project No.: WW2206.451
Rev. 5/3/23
"CONSUL TANT"
Wilson Engineers, LLC
-
Signature
caJ}LM
Title
Date
Ud .. 5Pindvie (}J )l); IS 0 h-
S1u ·
Signer Email Address
Page 12
Project Name: RECLAIMED WATER CONVEYANCE IMPROVEMENTS
Page A-1
Project No.: WW2206.451
Rev. 12/8/22
EXHIBIT “A”
SCOPE OF SERVICES/SCHEDULE
1
EXHIBIT “A”
CONSTRUCTION MANAGEMENT
SCOPE OF SERVICES
RECLAIMED WATER CONVEYANCE IMPROVEMENTS
GENERAL DESCRIPTION
The City of Chandler is currently in the process of constructing the Reclaimed Water Interconnect
Facility (RWIF) at the Airport WRF Site. The increase in flow (by 10MGD) from AWRF requires additions
to the Reclaimed Water Pump Station and the downstream piping. The City initiated the Reclaimed
Water Conveyance Improvements project in order to the conveyance upgrades completed at the same
time the RWIF is placed in operation. The design of the project is currently underway. In order to
complete construction when RWIF is in operation in October 2024, the City has determined to procure
(as GMP 1 of this project) some of the long lead items that would facilitate timely construction work.
The long lead items will include critical electrical equipment such as 15kV breaker switches and
transformers, MCCs, pre-fabricated building, VFDs and pumps. The early procurement items will allow
the contractor to purchase equipment in time for installation. This Construction Management scope of
work will include effort by Wilson Engineers (Consultant) and will involve Project Administration,
Engineering and Resident Services during this phase (GMP 1) of the Project.
PROJECT TASKS
1.
PRE-CONSTRUCTION ASSISTANCE
A. Task 1.1 Preconstruction Assistance
i. Consultant will conduct a pre-construction conference. At the conference, the
Consultant will identify the services to be provided by Consultant and discuss
coordination procedures. Consultant will prepare an agenda for this meeting and
will prepare and distribute the meeting minutes.
2.
CONSTRUCTION MANAGEMENT
A. Task 2.1 Weekly Construction Meetings
i. Consultant must conduct weekly construction meetings. Each meeting includes
agenda and minutes; Request for Information (RFI); Shop Drawing; Request for
Information (RFI); Field Directive (FD); Material Certification; and Allowance Logs.
Consultant assumes ten weekly meetings will be held. These meetings will be to
discuss the project’s long lead procurement items and any schedule related
discussions.
B. Task 2.2 CPM Schedule
i. Consultant’s opinions concerning various scheduling documents produced or used
by the Contractor are for information and not controlling on the Contractor. It is
Contractor’s responsibility to continue to exercise it independent judgement
concerning means, methods and sequences of construction it employs. The
Contractor remains solely responsible for meeting contract time(s) identified in the
construction documents.
ii. Review Progress Schedule: Consultant will review and critique the Contractor’s
progress schedule in accordance with the construction documents, Consultant will
examine work sequence, durations, interim milestones, and other appropriate
scheduling features in accordance the requirements of the construction
documents. Consultant will prepare a summary of the baseline schedule review
2
comments and will meet and discuss the schedule comments with the Contractor
and the City. Consultant will provide recommendations for acceptance.
iii. Review Progress schedule updates: Consultant will review the Contractor's
progress schedule updates to the construction schedule in accordance with the
construction documents. Consultant will perform a review of progress
accomplished during the period and compare to planned schedule and discuss
significant discrepancies with the Contractor. Consultant and Contractor will
establish, based on the data, the percent of Project completion. Consultant will
meet with Contractor on monthly basis to review and update the schedule data.
Based upon the schedule update, Consultant will recommend processing progress
payments. The Consultant will identify CPM tasks behind schedule that may affect
critical path items, project’s substantial and final completion dates and initiate
correspondence to City regarding those tasks. Consultant assumes two reviews of
updated CPM schedule.
C. Task 2.3 Requests for Information (RFI’s)
i. Consultant will issue necessary interpretations and clarifications of the construction
documents; have authority, as City’s representative, to require special inspection
or testing of the work; act as initial interpreter of the requirements of the
construction documents and judge the acceptability of the work thereunder, and
make decisions on all claims of City and Contractor(s) relating to the acceptability
of the work or the interpretation of the requirements of the construction
documents pertaining to the execution and progress of the work. Consultant will
render interpretations or decisions in good faith and in accordance with the
requirements of the construction documents.
ii. Consultant will respond to the City’s representative and/or Contractor to clarify
and/or interpret technical or design-related questions. Consultant will respond to
issues raised during construction regarding interpretation and clarification of the
contractual administrative and technical requirements of the construction
documents. Consultant will serve as the City’s advisor in resolution of these issues.
iii. Consultant will prepare and maintain a submittal log of all RFI’s. Consultant
assumes a maximum of 25 RFI responses.
D. Task 2.4 Shop Drawing Submittals
i. CONSULTANT will receive, review, evaluate, and distribute (or take other
appropriate action in respect of) shop drawings, samples, test results, and other
data which Contractor is required to submit. Consultant review shall be for
conformance with the design concept of the Project and compliance with the
information given in the construction documents. Such review or other action shall
not extend to means, methods, sequences, techniques, or procedures of
construction selected by Contractor(s), or to safety precautions and programs
associated thereto. Consultant will receive and review (for general contents as
required by the construction documents) maintenance and operating schedules
and instructions, operation and maintenance manuals, guarantees, and certificates
of inspection, which are to be assembled by Contractor(s) in accordance with the
construction documents.
ii. CONSULTANT will maintain a submittal log showing dates of submittal, transmittal
action to other sub-consultants, dates of return, and review action. Copies of the
log shall be furnished to the CITY and the Contractor weekly. Consultant will
promptly and in accordance with Project schedule requirements, review and
approve, reject or take other appropriate action on the Contractor's request for
substitutions. Consultant will not approve any proposed substitution unless such
substitution conforms to the Project design concept and the construction
documents including the contract price.
iii. Task effort is based on receiving an estimated total of 25 shop drawing submittals.
Submittal review efforts are based upon a maximum of two (2) reviews per
submittal and that no more than fifty percent (50%) of the total number of first
submittals will require two (2) reviews.
3
E. Task 2.5 Requests for Proposal (RFP)
i. Consultant must prepare Requests for Proposal (RFP) documents detailing
requested additional work tasks; review and evaluate Contractor RFP responses
(cost deviations) with approval recommendations; and prepare and maintain a
submittal log list of all RFP’s. Consultant assumes two (2) RFPs.
F. Task 2.6 Field Directives (FD’s)
i. Consultant, without the CITY's prior approval, may authorize or direct minor
changes in the Work which are consistent with the intent of the construction
contract documents and which do not involve a change in Project cost, time for
construction, Project scope, aesthetics, or approved design elements. Any such
minor changes shall be implemented by written field order. Except as provided in
this paragraph, Consultant shall not have authority to direct or authorize changes
in the Work without the City’s prior written approval; however, Consultant shall
provide a copy of any written field order to the City.
ii. Consultant will prepare and submit change order requests explaining the merits
for the change and a recommendation for the City’s approval and acceptance.
iii. Consultant will negotiate an agreement with the Contractor as to scope of work
and cost, time or both associated with the change in Work. The change order shall
include a written justification for the cost of the Work. Consultant will administer
and manage minor changes, change order requests, and change orders on behalf
of the City. Change orders shall be prepared on a standard form provided by the
City. Should a change order request be accepted by the City in the absence of
an agreement with the Contractor as to cost, time, or both, Consultant will:
A) receive and maintain all documentation pertaining to the change order
request required of the Contractor;
B) examine such documentation on the CITY's behalf;
C) take such other action as may be reasonably necessary or as the CITY may
request; and
D) make a recommendation to the CITY concerning any appropriate adjustment
in the construction cost and/or time, and prepare a change order for Contractor's
acceptance and City approval.
iv. Changes and substitutions shall be limited to the scope of the Project as defined
by the construction documents or additional work as may be requested by the City.
Consultant will promptly consult with and advise the City concerning, and shall
administer and manage, all change order requests and change orders.
v. Consultant will prepare, when requested by the City, required drawings,
specifications and other supporting data regarding minor changes, change order
requests, and change orders. Consultant must prepare Field Directive (FD)
documents detailing requested additional work tasks; review and evaluate
Contractor FD responses with approval recommendations; and prepare and
maintain a submittal log list of all FD’s. Consultant assumes two (2) FD’s.
G. Task 2.7 Contractor Payment Applications
i. Consultant will review, prepare comments, and reach agreement with the
Contractor on the progress represented in the Contractor's schedule of values. The
monthly schedule update, schedule of values, in combination with Consultant’s
field inspections, and the progress schedule shall be used by Consultant to
determine the appropriateness of the Contractor's request for payment.
ii. Consultant, as an experienced and qualified professional, and on review of
applications for payment and the accompanying data and schedules, determine
the amounts owed to Contractor and recommend in writing, payments to
Contractor in such amounts; such recommendations of payment will constitute a
representation to City, based on such inspections and review, that;
4
A) the work has progressed to the point indicated;
B) to the best of Consultant's knowledge, information and belief, the quality of
such work is in accordance with the construction documents (subject to an
evaluation of such work as a functioning Project upon Substantial Completion, to
the results of any subsequent tests called for in the construction documents,
and to any qualifications stated in the recommendation); and
C) payment of the amount recommended is due and owed to the Contractor.
iii. For unit price work, Consultant’s recommendations for payment will be a
determination of completed quantities of such work.
iv. Consultant assumes a maximum of 6 payment applications, with 2 reviews each.
H. Task 2.8 Public Outreach
i. Not Included
3.
CONSTRUCTION INSPECTION
A. Task 3.1 Inspection Services
i. Construction Inspection is not included in the scope of services.
B. Task 3.2 Landscape / Irrigation Inspection Services
i. Not Included
C. Task 3.3 Project Closeout
i. Not Included
4.
UTILITY COORDINATION
A. Task 4.1 Utility Coordination
i. Not Included
5.
MATERIALS TESTING
A. Task 5.1 Quality Control (QC) Test Program
i. Not Included
B. Task 5.2 Quality Assurance (QA) Test Program
i. Not Included
6.
RECORD DRAWINGS
A. Task 6.1 Record Drawings
i. Not Included
ASSUMPTION, CLARIFICATIONS, AND EXCLUSIONS
1.
Application fees for City reviews and permits will be paid by CITY.
2.
The Owner’s Allowance will only be utilized with prior written approval from the City representative.
3.
The Direct Expense Allowance will be used for normal reimbursable expenses on the project.
Items must be billed at cost and backup must be provided with pay applications.
Project Name: RECLAIMED WATER CONVEYANCE IMPROVEMENTS
Page B-1
Project No.: WW2206.451
Rev. 12/8/22
EXHIBIT “B”
COMPENSATION AND FEES
Task
Cost
1
1.1
2,710.00
$
2,710.00
$
2
2.1
11,100.00
$
2.2
19,120.00
$
2.3
30,840.00
$
2.4
59,040.00
$
2.5
19,580.00
$
2.6
16,180.00
$
2.7
21,380.00
$
2.8
-
$
177,240.00
$
3
3.1
-
$
3.2
-
$
3.3
-
$
-
$
4
4.1
-
$
-
$
5
5.1
-
$
5.2
-
$
-
$
6
6.1
-
$
-
$
-
$
-
$
-
$
22,500.00
$
22,500.00
$
202,450.00
$
RECORD DRAWINGS
SUBCONSULTANTS
ALLOWANCES
Construction Inspection Allowance
Record Drawings
Owner's Allowance
SUBTOTAL ALLOWANCES:
PROJECT TOTAL:
SUBTOTAL TASK 6:
SUBTOTAL SUBCONSULTANTS:
NSB Group of Gannett Fleming
SUBTOTAL TASK 5:
QA Test Program
Utility Coordination
QC Test Program
MATERIALS TESTING
SUBTOTAL TASK 4:
Inspection Services
CONSTRUCTION INSPECTION
SUBTOTAL TASK 2:
SUBTOTAL TASK 3:
Landscape/Irrigation Inspection Services (IF APPLICABLE)
Project Closeout
UTILITY COORDINATION
Description
Requests for Proposal (RFP)
CPM Schedule
Requests for Information (RFI)
Shop Drawing Submittals
Pre-Construction Assistance
Weekly Construction Meetings
PRE-CONSTRUCTION ASSISTANCE
CONSTRUCTION MANAGEMENT
SUBTOTAL TASK 1:
EXHIBIT "B"
CONSTRUCTION MANAGEMENT
SCOPE OF SERVICES
FEE SCHEDULE
Public Outreach
Field Directive (FD)
Contractor Payment Applications
Principal
Sr. PM
Sr. PM
(E/I&C)
Const. PM
Sr. Engr./RPR
Project Engineer /
Prof
Lead Const.
Inspector
Sr Elec.
Inspector /
Designer
Senior
Admin
Uday
Gandhe
Sreeram R.,
Craig R.,
Mike C.,
Joe S.
Dave C
Sean Z.,
Dan H.
Phani P.
Pranav M.,
Katie G., Marie S.,
Kristen R.,
Martin V.
Jason Gilley,
Elvin R.
Brandy
Nixon
$ 240.00 $ 225.00 $ 225.00 $ 190.00 $ 170.00 $ 145.00 $ 145.00 $ 160.00 $ 95.00
2
2
0
4
6
0
0
0
0
14
Preconstruction Assistance
2
2
0
4
6
0
0
0
0
14
20
96
64
164
132
236
140
120
96
1068
Weekly Construction Meetings
0
8
4
8
8
16
8
8
8
68
CPM Schedule
0
24
0
24
16
0
40
4
0
108
Requests for Information
8
24
16
12
32
60
4
4
24
184
Shop Drawing Submittals
8
24
24
16
40
120
4
80
60
376
Request for Proposals
4
4
8
40
16
32
4
0
4
112
Field Directives
0
4
8
24
4
8
40
8
0
96
Contractor Payment Applications
0
8
4
40
16
0
40
16
0
124
Public Outreach
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Utility Coordination
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
QC Test Program
0
0
0
0
0
0
0
0
0
0
QA Test Program
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Record Drawings
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
NSB Group of Gannett Fleming (Structural)
0
0
0
0
0
0
0
0
0
0
Construction Inspection Allowance
0
0
0
0
0
0
0
0
0
0
Direct Expense Allowance
22
98
64
168
138
236
140
120
96
1082
4. Utility Coordination
EXHIBIT "B-2"
Hours and Rates
< PROJECT ROLE
< NAME OF PERSON
< HOURLY RATES
TASK DESCRIPTION
TOTAL HOURS
PER TASK
1. Preconstruction Assistance
2. Preliminary Design Report
3. Construction Inspection
5. Materials Testing
6. Record Drawings
TOTAL HOURS:
Subconsultants
ALLOWANCES
Project Name: RECLAIMED WATER CONVEYANCE IMPROVEMENTS
Page C-1
Project No.: WW2206.451
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: RECLAIMED WATER CONVEYANCE IMPROVEMENTS
Page C-2
Project No.: WW2206.451
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.
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.
Project Name: RECLAIMED WATER CONVEYANCE IMPROVEMENTS
Page C-3
Project No.: WW2206.451
Rev. 5/3/23
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 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.
Project Name: RECLAIMED WATER CONVEYANCE IMPROVEMENTS
Page D-1
Project No.: WW2206.451
Rev. 5/3/23
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.
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.
Project Name: RECLAIMED WATER CONVEYANCE IMPROVEMENTS
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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
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.
Project Name: RECLAIMED WATER CONVEYANCE IMPROVEMENTS
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Project No.: WW2206.451
Rev. 5/3/23
EXHIBIT “E”
SUBCONSULTANT DOCUMENTS WITH CONSULTANT
Any subconsultant assumptions, clarifications, exclusions, terms & conditions,
signature blocks, etc. included are strictly between the Consultant and their
subconsultants, and do not apply to the Agreement between the Consultant and
the City.
Project Name: RECLAIMED WATER CONVEYANCE IMPROVEMENTS
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EXHIBIT “F”
FEDERAL REQUIREMENTS
N/A