Agreement

Project Name: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page 1 
Project No.: WA1802.201 
Rev. 5/3/23 
 
 
 
PROFESSIONAL SERVICES AGREEMENT 
Design Services 
CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Project No. WA1802.201 
Council Date: July 20, 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 Design Services for CAP AZ WATER 
PRODUCTION FACILITY SITE 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: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page 2 
Project No.: WA1802.201 
 Rev. 5/3/23 
 
 
 
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 240 
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 $213,800 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: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page 3 
Project No.: WA1802.201 
 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: Sandy Story, Project Manager 
P.O. Box 4008, Mail Stop 407, Chandler, AZ 85244-4008 
Phone: 480-782-3588               Email: Sandra.story@chandleraz.gov 
To Consultant: 
LEGAL COMPANY NAME: Stantec Consulting Services Inc. 
Mailing Address:  
3133 W. Frye Road, Suite 300 
Chandler, AZ 85226 
Physical Address:    
Statutory Agent Name: Corporation Service Company 
Statutory Agent Mailing Address: 
8825 N. 23rd Avenue, Suite 100 
Phoenix, AZ 85021 
Statutory Agent Physical Address:  
CONSULTANT’S AUTHORIZED PROJECT REPRESENTATIVE  
Name: 
Maria Brady 
Title: 
Sr. Principal, Water 
Phone:  480-231-0465 
Email: 
Maria.brady@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 
provide services under the Agreement to ensure that City, its authorized representative, or

Project Name: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page 4 
Project No.: WA1802.201 
 Rev. 5/3/23 
 
 
 
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 
convenience in accordance with the provisions of this Agreement.

Project Name: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page 5 
Project No.: WA1802.201 
 Rev. 5/3/23 
 
 
 
 
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

Project Name: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page 6 
Project No.: WA1802.201 
 Rev. 5/3/23 
 
 
 
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.

Project Name: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page 7 
Project No.: WA1802.201 
 Rev. 5/3/23 
 
 
 
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 
every provision.

Project Name: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page 8 
Project No.: WA1802.201 
 Rev. 5/3/23 
 
 
 
 
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

Project Name: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page 9 
Project No.: WA1802.201 
 Rev. 5/3/23 
 
 
 
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 
contemporaneous written or oral agreement between the Parties regarding the subject

Project Name: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page 10 
Project No.: WA1802.201 
 Rev. 5/3/23 
 
 
 
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.

Project Name: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page 11 
Project No.: WA1802.201 
 Rev. 5/3/23 
 
 
 
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: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page 12 
Project No.: WA1802.201
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 
maria.brady@stantec.com
Name
ture
Digitally signed by Maria Brady
DN: C=US, 
E=maria.brady@stantec.com,
O=Stantec Consulting Services 
Inc., OU=Water, CN=Maria 
Brady
Date: 2023.06.27 
14:27:50-07'00'
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: 2023.06.27 15:34:06-07'00'

Project Name: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page A-1  
Project No.: WA1802.201 
Rev. 12/8/22 
 
 
EXHIBIT “A” 
SCOPE OF SERVICES/SCHEDULE

City of Chandler
1
WA1801.201 - CAP Arizona WPF Site Improvements
WA1801.201 - CHANDLER CAP ARIZONA WPF SITE IMPROVEMENTS
EXHIBIT “A”
SCOPE OF SERVICES/SCHEDULE
1.
PROJECT DESCRIPTION & SCOPE:
1.1.
Stantec Consulting Services Inc (Stantec) will provide services for the design, permitting, 
and development of construction documents, and may provide additional services for 
specified construction administration, if requested by the City of Chandler (City) for the 
development of approximately 90,000 SF (~ 2 acres) of an existing water production 
facility for the drilling of a Salt River Project (SRP) well located at 350 East Chilton Drive, 
Chandler, Arizona more specifically described herein below. 
1.2.
The purpose of this project is to design site improvements for a proposed SRP well on 
Chilton Dr. The project will follow City design guidelines for grading, drainage, structures, 
and other applicable standards. The existing site footprint will be expanded, graded, and 
include drainage and perimeter wall improvements. 
1.3.
The project investigation and design will be paid on a time and materials basis not to 
exceed $201,915 (see Exhibit B).  
1.4.
An allowance of $15,000 has been included to address any unforeseen additional costs 
or minor scope modifications that may be required for the City.  Use of the allowance will 
be solely at the discretion of the City and will only be utilized if directed by the City Project 
Manager.
1.5.
Stantec will provide design services for site grading & drainage and wrought iron fencing. 
It is anticipated that impacted landscaping will be removed and disposed of. In general, 
Stantec proposes to collect site data to prepare base mapping that will include the utilities, 
property data and general information about the existing conditions.  Stantec will then 
prepare a design report, proposed demolition plan, grading & drainage plan, fencing plan 
and produce a 30% submittal.  This submittal will be reviewed with the City to confirm site 
preparation efforts, property owner coordination, right-of-way requirements, and general 
concurrence from the City to proceed with the design.  Design will then commence to a 
pre-construction set of plans and specifications known as the 90% submittal.  These plans 
and specs will be submitted to the City for review.  Comments will be incorporated into 
the pre-final “permitting” submittal and submitted to the City Development Services 
Department for environmental and installation permits.  Upon receipt of the permit 
comments, Stantec will conduct a comment resolution meeting with City staff and permit 
reviewers to resolve comments.  Final plans will be prepared for construction and 
submitted to the City.  Stantec will provide bid assistance.

City of Chandler
2
WA1801.201 - CAP Arizona WPF Site Improvements
2.
ASSIGNMENT: 
2.1.
The design contract has been awarded to Stantec based on our proposed personnel and 
selected consultants. Those persons listed in Exhibit B are key personnel for this project. 
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.
The overall schedule for the project is 237 calendar days from the Notice to Proceed.
3.2.
Stantec will adhere to the Project Schedule described herein and such schedule will not be 
modified or deviated from without written consent of City. Stantec will 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 if feasible. 
Stantec will take reasonable actions necessary to get the project back on schedule and 
City will cooperate to assist Stantec.
Deliverables: 

Design Project Schedule in PDF format.
4.
QUALITY CONTROL: 
4.1.
Stantec will maintain records of reviews conducted for all deliverables, roles and 
responsibilities for team members, procedures for checking calculations and other work 
products, and use of project tools to include activities needed for preparation of detailed 
design work and construction documents.
5.
PROJECT MANAGEMENT, PROGRESS REPORTS, AND INVOICES:
5.1.
Invoices and Progress Reports
a.
Stantec will prepare monthly invoices and progress reports.  All efforts will be billed 
on a time and materials basis.  The invoice will identify the contract number and use 
the City standard invoice request form.
b.
Formal progress reports will document work completed during the previous month, 
anticipated work upcoming in the current month, outstanding project issues requiring 
resolution and project schedule status. Progress reports will document percent 
complete for each individual work task assigned.  When 75% of budget is expended, 
a specific notice will be included to alert the City.

City of Chandler
3
WA1801.201 - CAP Arizona WPF Site Improvements
Assumptions:  
The level of effort for these activities is estimated at three (3) hours a month.
5.2.
Meetings
a.
Project Kickoff: Stantec will lead a one (1) hour in-person meeting with the City to 
be attended by the Project Manager, Project Technical Lead, and Project Engineer 
to kick off the project and review the schedule. 
b.
Coordination meeting(s) with utility owners:  Stantec will conduct up to two (2), 
one (1) hour virtual or in person coordination meetings with the City and utilities to 
address coordination requirements with the affected utilities.  These meetings will be 
attended by Project Technical Lead and Project Engineer 
c.
30% Design Review Meeting: Stantec will lead a one (1) hour in-person meeting 
with the City to review project status as noted in Section 11.  This meeting will be 
attended by the Project Manager, Project Technical Lead, and Project Engineer.
d.
Coordination meetings with City:  Following the 30% comment resolution meeting 
until the 90% submittal, Stantec will conduct three (3) meetings with City Project 
Manager and staff.  Meetings are anticipated to be 30-minute virtual meetings with 
Stantec Project Manager, Project Technical Lead, and Project Engineer.  A decision 
log will be updated during these meetings, but formal meeting minutes will not be 
required.
e.
90% Comment Resolution Meeting: Stantec will lead a one (1) hour in-person 
meeting with the City to review responses to MUD comments as noted in Section 11.  
This meeting will be attended by the Project Manager, Project Technical Lead, Project 
Engineer, and Design Technician.
f.
Permitting Submittal Comment Resolution Meeting: Stantec will lead a one (1) 
hour virtual meeting with the City to review final comments as noted in Section 11.  
This meeting will be attended by Project Technical Lead and Project Engineer. 
Assumptions: 
The City will be paying permit fees directly. 
Deliverables: 

Meeting agendas, meeting minutes, and any additional materials necessary for 
meeting discussion.
5.3.
Project Coordination
a.
Stantec will coordinate with team, subcontractors, and governmental entities and/or utility 
owners including, but not limited to Chandler, Mesa, SRP, and Maricopa County

City of Chandler
4
WA1801.201 - CAP Arizona WPF Site Improvements
to deliver a successful completion of design, plan delivery, and permitting, of the site 
improvements. 
Assumptions:
No public outreach or public meetings will be required for this project.
6.
PRELIMINARY RESEARCH:
6.1
 For preliminary research before preparing the project design, Stantec will:  
a.
Perform a document search for rights-of-way. 
b.
Perform a document search for survey ties and benchmarks. 
c.
Perform a document search for City policies, regulations, standards, design manuals, 
and requirements, etc. relevant to project. 
d.
Perform a document search for utility as-builts. 
e.
Research all utility companies/agencies and acquire all available as-built and utility 
records. 
f.
Investigate existing conditions, make measured drawings as part of design, verify 
accuracy that drawings reflect data provided, and incorporate information provided 
by the City and utilities. 
g.
Stantec will coordinate with the City to verify whether pedestrian access to the 
Western Powerline Trail and if fire access to the Discovery At Daybreak (MCR# 268-
08) neighborhood will need to be maintained.
Assumptions: 
It is assumed that no utility improvements to the Chandler water distribution system 
is necessary.
Pre-design coordination regarding the bike trail pedestrian access and with the fire 
department regarding the fire access to Discovery at Daybreak will be conducted 
by others.  
It is assumed that there will be no improvements to the pavement or the drainage 
channel from East Chilton Drive to the existing south CMU wall at the site.
7.
UTILITY/AGENCY COORDINATION:
7.1.
Coordination with utility companies and agencies will be in accordance with the latest 
version of the “Public Improvement Project Guide” (PIPG).

City of Chandler
5
WA1801.201 - CAP Arizona WPF Site Improvements
7.2.
Stantec will identify potential utility conflicts during the initial stages of the design process.  
7.3.
Stantec will submit preliminary plans, specifications, and design calculations to 
utilities/agencies for review and use during their design for their service improvements or 
any necessary relocations. 
7.4.
It is not anticipated that any utilities will require relocation to accommodate the site 
improvements. However, if required, Stantec will provide easement recommendations for 
these utilities early in the design stage of the project and provide necessary information 
to others.  If utility relocation is required, it is assumed that the utility will complete the 
design and construction in advance of the site improvement construction.  Legal 
descriptions can be added under the Owner’s Allowance if so directed by the City.
7.5.
Stantec will track utility coordination requirements for utilities that do not require relocation 
but do require protection in-place and/or other special conditions.
7.6.
Stantec will collect and log letters of “no conflict” from utilities as identified by the utility.
7.7.
Stantec will conduct utility meetings to coordinate relocations with utility/agency and 
establish relocation schedules, if required. A maximum of two 1-hr meetings have been 
assumed for the project technical lead and for the project engineer.
7.8.
Stantec will follow-up with the final design submittal for utility construction and 
coordination with the bid documents. 
7.9.
Stantec will incorporate the utility/agency private developer construction requirements 
into the bid documents. 
8.
SURVEY:
8.1.
Stantec will collect the topographical and right of way survey for the project site.  
Conventional ground-based data collection shall include existing conditions along the 
entire alignment including existing utility locations, existing features (walls, buildings, 
irrigation channels, etc.), right of way delineation and existing ground elevations up to 50-
feet on all sides of the proposed site improvement footprint.
8.2.
Control points will be established for horizontal and vertical datum to be used as baseline 
for design and construction. Stantec will provide base mapping showing the control points 
and existing conditions as established by the survey.
Assumptions

The Horizontal Datum and Vertical Datum will be based on the City’s UDM system.

City of Chandler
6
WA1801.201 - CAP Arizona WPF Site Improvements

The Vertical Datum will be based on NAVD 88 with ties to City of Chandler 
Benchmarks as available
8.3.
Stantec will provide one (1) legal description for the parcel regarding the expansion of the 
existing parcel already owned by the City.
Assumptions

Excluded is the negotiation, legal paperwork, and fees associated with the any 
legal transfer of ownership or platting of easement that may be required. This shall 
be performed by the City or preferred subcontractor if requested by City.

It is assumed that no private party easements will be required.

No utility ROW documents have been assumed to be required but can be provided 
if requested by the City.
Deliverables: 

All deliverables will be provided in pdf form electronically.  

Additionally the native files will be provided upon project completion, if requested:
o
2D/3D CAD Base-map in AutoCAD Civil 3D format
o
DTM Surface in AutoCAD Civil 3D format
o
.xml surface data
o
One (1) legal description of parcel
o
Georeferenced Ortho Image, (0.32-pixel aerial form Maricopa County 
dated 2020)
o
ASCII Point Files 
9.
GEOTECHNICAL INVESTIGATION:
9.1.
Stantec has selected Alpha Geotechnical & Materials (Alpha) to provide geotechnical 
investigation.  Alpha will provide recommendations for construction for the existing ground 
conditions.  Stantec will work with Alpha to establish a boring locations map.
9.2.
Sub-surface soil conditions, established by the geotechnical investigations, will be 
incorporated into the bid documents in a manner usable to the excavation and foundation 
bidding and construction. 
9.3.
The geotechnical investigation will consist of 2 borings with advanced to depths of 10 to 
15 feet or auger refusal and an infiltration test.  It is anticipated that the 2 to 4

City of Chandler
7
WA1801.201 - CAP Arizona WPF Site Improvements
feet of material will be removed from the retention site and the infiltration test conducted 
at that depth. Laboratory tests will be performed on the samples and results put into report 
format.  Additional details can be found in the proposed Alpha proposal.  Details will be 
finalized prior to proceeding with the work.
Deliverables:

Geotechnical Report
10. FIELD SITE VISITS:
10.1.
Stantec will conduct one (1) site visit consisting of walking the entirety of the project 
alignment to confirm survey, note needed additional survey, verify that existing 
conditions, and identify any conditions that could potentially affect the project. The Project 
Engineer and the Designer will conduct the field visit. The site visit will precede the 90% 
submittal to verify existing conditions have been correctly captured on the plans.
10.2.
Stantec has selected Al Field & Associates (Al Field) to pothole specific utility locations.  
Al Field has noted that a minimum of 12 holes will be required for the provided per hole 
pricing; therefore, per hole cost may be more than listed, but the total will not exceed the 
proposal estimate.
Assumptions:

The site visit, with travel time, will have a total duration of four (4) hours each to be 
attended by Project Technical Lead and Project Engineer
11. DESIGN DOCUMENTS
11.1.
Design Report:  
a.
Stantec will prepare a Design report, including drainage calculations, to document 
technical and engineering decisions which will be used as the basis for development 
of detailed design. This will be prepared for submission for permitting applications. 
11.2.
Design Drawings
a.
Stantec will prepare base maps from survey, existing conditions, and utility record 
drawings.
b.
Stantec will develop a Civil 3D base file for the design drawings from spot elevation 
information, benchmarks, and data collected during the topographic survey. This will 
be updated upon utility coordination meetings and Bluestake markings picked up.

City of Chandler
8
WA1801.201 - CAP Arizona WPF Site Improvements
c.
Stantec will prepare plan, profile, and detail drawings for the project site including 
trenching, pavement and surfacing, pipe locations, and relevant information obtained 
through the Survey, Geotechnical borings and field investigation, and Utility 
Coordination and pothole investigation tasks.
d.
Drawings will be prepared in AutoCAD Civil 3D version 2021.
e.
It is assumed that 22” x 34” sheets will be used with plan and profile sheets using a 
scale of 1” = 20’ horizontal and 1” = 2’ vertical.  It is estimated that 14 sheets will be 
required for the project (see attached table).
11.3.
Specifications
a.
Stantec will prepare technical specifications based on City of Chandler Standard 
Details, MAG Standard Details, and Stantec CSI specifications in that order.
11.4.
Engineer’s Opinion of Construction Cost (OPCC)
a.
Stantec will develop a schedule of values and an AACE Class 2 Estimate for the 
construction elements. 
Deliverables

City of Chandler
9
WA1801.201 - CAP Arizona WPF Site Improvements

Electrical engineering service, namely site lighting and security, will be provided by SRP 
during well drilling and equipping. Therefore, no electrical design services by Stantec will be 
required.

Stantec will prepare a 30% submittal which will consist of a draft design report, base mapping, 
demolition plan, grading and drainage plan, and a draft OPCC for City staff and Development 
Services review in a one (1) hour progress meeting. The City will have twenty (20) business 
days for review.

Stantec will update the plans, specifications, OPCC, and design report incorporating 30% 
comments from the City. Stantec will prepare an 90% submittal which will consist of plans, 
specifications, design report, and an updated OPCC. The City will have twenty (20) business 
days for review. Upon receipt of comments Stantec will review all comments and provide a 
preliminary response.  Stantec will then hold a comment resolution meeting with the City as 
noted in Section 5 to address and finalize any issues.

Stantec will update the plans, specifications, OPCC, and design report incorporating City 
comments.  Stantec will prepare a pre-final submittal for permit review by the City 
Development Services and MCESD (if necessary). All plans, OPCC, calculations and 
specifications will be stamped.  It is anticipated that City Development Services and MCESD 
(if necessary) will provide comments within approximately twenty (20) working days.  
However, this element is not entirely within Stantec control and schedule may need to be 
modified.  If required due to comments, Stantec will revise and resubmit plans or specific 
sheets to permitting entities for approval to construct.

Upon receipt of all comments, Stantec will review comments and provide preliminary 
responses in a comment response log and update the plans, permitting submittal, and 
specifications as needed. Stantec will hold a comment resolution meeting with the City as 
noted in Section 5 to review comments and document final design plan changes.

Stantec will provide final design report, final plans, specifications, and OPCC ready to Issue 
for Construction (IFC) and bidding. 

All deliverables will be provided in pdf form electronically.  Each subsequent deliverable will 
include response to comments from prior submittals.  
Assumptions:

Plans will be submitted at 30% to both the City and Development Services.  The intent at 
30% is to base mapping, review pavement and surface treatments, stormwater 
conveyance and retention design, wrought iron fencing, and grading design of the site to 
proceed to 90% submittal.

Submittals to Development Services are on-line and require 20 days for review.

30% and 90% will be submitted in electronic format only.

City of Chandler
10
WA1801.201 - CAP Arizona WPF Site Improvements
12. JOC COORDINATION & GMP DEVELOPMENT:
12.1.
If applicable, this project may be constructed using a job order contract with one of the 
City’s pre-selected contractors.  It is anticipated that the JOC will be selected prior to the 
30% submittal and will participate in the reviews of the plans and specifications.
12.2.
Stantec will visit the site with the Contractor to review the site and the initial work effort 
during the plan preparation to allow Contractor input on the constructability issues for the 
project and to solidify level of effort for GMP.
12.3.
Assist JOC in the preparation of schedule of values.  This schedule of values will be used 
in the development of the OPCC as well as the Contractors GMP for the project.  The 
schedule will allow direct comparison between the Stantec’s expectation for the level of 
effort for the project with the Contractors.
12.4.
Stantec will collect Contractor comments at 30% and 90% for review with the City and 
will incorporate comments as directed by the City.
Assumptions:

Estimated level of effort for periodic site reviews is up to three (3) site visits with up to 2 
hours for each visit for project technical lead and project engineer.
13. Reimbursables/Allowances:
Stantec will provide geotechnical, potholing, SRP coordination, printing and travel at a time 
and materials basis up to the estimated limit. 
An Owner’s Allowance is also included but will only be used with additional approval from 
the City.

Project Name: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page B-1 
Project No.: WA1802.201  
Rev. 12/8/22 
 
 
EXHIBIT “B” 
COMPENSATION AND FEES







 ΖQYRLFHVDQG3URJUHVV5HSRUWV


 0HHWLQJV


 3URMHFW&RRUGLQDWLRQ








 6XUYH\/HDG)LHOG6XUYH\&UHZ7LPH


 (VWDEOLVK&RQWURO3RLQWVDQG3UHSDUH%DVH0DS


 /HJDOV







3RWKROH0DSDQG3RWKROLQJ&RRUGLQDWLRQ




 'HVLJQ5HSRUW


 'HVLJQ'UDZLQJV


 6SHFLILFDWLRQV


 23&&




 3HULRGLF6LWH9LVLWV


 -2&&RRUGLQDWLRQ	*03'HYHORSPHQW




 3ULQWLQJ([SHQVHVDW'LUHFW&RVW


 653&RRUGLQDWLRQ


 7UDYHO


 6XEFRQVXOWDQWIRU*HRWHFKQLFDOΖQYHVWLJDWLRQ


 6XEFRQVXOWDQWIRU8WLOLW\3RWKROH/RFDWLRQV


 2ZQHU
V$OORZDQFH


727$/&267


(;+Ζ%Ζ7%
7$6.'(6&5Ζ37Ζ21
7DVN4XDOLW\&RQWURO
68%727$/
:$&KDQGOHU&$3$UL]RQD:)36LWHΖPSURYHPHQWV
/XPS6XP&RVW3HU7DVN
7DVN3URMHFW0DQDJPHQW3URJUHVV5HSRUWVDQGΖQYRLFHV
7DVN3URMHFW6FKHGXOH
7DVN$VVLJQPHQW
7DVN3URMHFW'HVFULSWLRQ	6FRSH
7DVN3UHOLPLQDU\5HVHDUFK
7DVN8WLOLW\$JHQF\&RRUGLQDWLRQ
7DVN)LHOG9LVLW
7DVN%LG	$ZDUG
$//2:$1&(6
7DVN'HVLJQ'RFXPHQWV
7DVN6XUYH\
7DVN*HRWHFKQLFDOΖQYHVWLJDWLRQ

y,//dΗͲϮΗ
,ŽƵƌƐĂŶĚZĂƚĞƐ
tϭϴϬϭ͘ϮϬϭŚĂŶĚůĞƌWƌŝnjŽŶĂt&W^ŝƚĞ/ŵƉƌŽǀĞŵĞŶƚƐ
30
3URM7HFK
/HDG
3URMHFW
(QJLQHHU
'HVLJQHU
4$4&
6XUYH\
/HDG
6XUYH\
'HVLJQHU
6XUYH\
&UHZ
$VVW30
0DULD%UDG\
*DU\%UDG\
7RGG
&URXWKDPHO
'DUZLQ
6HQXP
%HUQLH
3RSSHQJD
7RQ\
&XRPR
5LFN&DUU
&RQWUDFW
&UHZ
(OL]DEHWK
+DPEOLQ
        
7$6.'(6&5,37,21
7DVN3URMHFW'HVFULSWLRQ	6FRSH
7DVN$VVLJQPHQW
7DVN3URMHFW6FKHGXOH










7DVN4XDOLW\&RQWURO










7DVN3URMHFW0DQDJPHQW3URJUHVV5HSRUWVDQGΖQYRLFHV










 ΖQYRLFHVDQG3URJUHVV5HSRUWVPRQWKV










 0HHWLQJV










 3URMHFW&RRUGLQDWLRQ










7DVN3UHOLPLQDU\5HVHDUFK










7DVN8WLOLW\$JHQF\&RRUGLQDWLRQ&LW\0&(6'8WLOLWLHV










7DVN6XUYH\










 )LHOG6XUYH\7RSRDQG(VWDEOLVK%RXQGDU\&RQWURO










 (VWDEOLVK&RQWURO3RLQWVDQG3UHSDUH%DVH0DS










 /HJDO3DUFHO0DS3UHSDUDWLRQ










7DVN*HRWHFKQLFDOΖQYHVWLJDWLRQ










7DVN)LHOG9LVLW










7DVN'HVLJQ'RFXPHQWV










 'HVLJQ5HSRUW










 'HVLJQ'UDZLQJV6KHHWV










 6SHFLILFDWLRQV










 23&&










7DVN-2&&RRUGLQDWLRQDQG*03'HYHORSPHQW










 3HULRGLF6LWH9LVLWV










 *035HYLHZDQG&RRUGLQDWLRQ










352-(&752/(
+285/<5$7(6
727$/+2856
3(57$6.
6WDII0HPEHU

Project Name: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page C-1 
Project No.: WA1802.201 
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: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page C-2 
Project No.: WA1802.201 
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: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page C-3 
Project No.: WA1802.201 
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: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page D-1 
Project No.: WA1802.201 
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: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page D-2 
Project No.: WA1802.201 
Rev. 5/3/23 
 
 
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: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
E-1 
Project No.: WA1802.201 
Rev. 5/3/23 
 
 
 
EXHIBIT “E” 
SUBCONSULTANT DOCUMENTS WITH CONSULTANT 
 
N/A 
 
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: CAP AZ WATER PRODUCTION FACILITY SITE IMPROVEMENTS 
Page F-1 
Project No.: WA1802.201  
Rev. 5/3/23 
 
 
 
EXHIBIT “F” 
FEDERAL REQUIREMENTS 
 
N/A