Agreement - Wilson Engineers, LLC

@ ® CHANDLER
WS 201 z20Na

Community of Innovation

PROFESSIONAL SERVICES AGREEMENT
Design Services

101/202 REDUNDANT 66-INCH SEWER LINE
Project No. WW2402.201
Council Date: April 4, 2024

This Agreement (“Agreement”) is made and entered into on the day of. , 2024
(‘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 Design Services for 101/202 REDUNDANT
66-INCH SEWER LINE 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.

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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 480
calendar days after the Notice to Proceed (NTP) Date.

SECTION II!--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 $498,550 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:

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To City: City of Chandler - Public Works & Utilities Department

Attn: CIP City Engineer: Daniel Haskins, P.E.

P.O. Box 4008, Mail Stop 407

Chandler, AZ 85244-4008

Phone: 480-782-3335 Email: Daniel.haskins@chandleraz.gov
With a copy to: | City of Chandler - Public Works & Utilities Department

Attn: Melanie Sikes, Project Manager

P.O. Box 4008, Mail Stop 407, Chandler, AZ 85244-4008

Phone: 480-782-3395 Email: melanie.sikes@chandleraz.gov

To Consultant:

LEGAL COMPANY NAME: |Wilson Engineers, LLC
1620 W Fountainhead Parkway, Suite 501, Tempe AZ
Mailing Address: |85282

Physical Address: |same

Statutory Agent Name: |Steve Todd

1620 W Fountainhead Parkway, Suite
Statutory Agent Mailing Address: |501, Tempe AZ 85282

Statutory Agent Physical Address: |same

CONSULTANT'S AUTHORIZED PROJECT REPRESENTATIVE

Name: |Philip Noonan

Title: Principal

Phone: |602-728-1043

Email: —_|Phil.noonan@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

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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.

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5.5 Indemnification. To the extent permitted by law, the Consultant ("Indemnitor") must
indemnify, save and hold harmless City and its officers, officials, agents and employees
("Indemnitee") from any and all claims, actions, liabilities, damages, losses or expenses
(including court costs, attorneys' fees and costs of claim processing, investigation and
litigation) ("Claims") caused or alleged to be caused, in whole or in part, by the wrongful,
negligent or willful acts, or errors or omissions of Consultant or any of its owners, officers,
directors, agents, employees, or subconsultants in connection with this Agreement. This
indemnity includes any claim or amount arising out of or recovered under workers’
compensation law or on account of the failure of Consultant to conform to any federal, state
or local law, statute, ordinance, rule, regulation or court decree. Consultant must indemnify
Indemnitee from and against any and all Claims, except those arising solely from
Indemnitee's own negligent or willful acts or omissions. Consultant is responsible for primary
loss investigation, defense and judgment costs where this indemnification applies. In
consideration of the award of this Agreement, Consultant agrees to waive all rights of
subrogation against Indemnitee for losses arising from or related to this Agreement. The
obligations of Consultant under this provision survive the termination or expiration of this
Agreement.

5.6 Insurance Requirements. Consultant must procure insurance under the terms and
conditions and for the amounts of coverage set forth in Exhibit “C” against claims that may
arise from or relate to performance of the work under this Agreement by Consultant and its
agents, representatives, employees, and subconsultants. Consultant and any subconsultant
must maintain this insurance until all of their obligations have been discharged, including any
warranty periods under this Agreement. These insurance requirements are minimum
requirements for this Agreement and in no way limit the indemnity covenants contained in
this Agreement. City in no way warrants that the minimum limits stated in Exhibit “C” are
sufficient to protect Consultant from liabilities that might arise out of the performance of the
work under this Agreement by Consultant, Consultant's agents, representatives, employees,
or subconsultants. Consultant is free to purchase such additional insurance as may be
determined necessary.

5.7 Cooperation and Further Documentation. Consultant agrees to provide City such other
duly executed documents as may be reasonably requested by City to implement the intent

of this Agreement.

5.8 Successors and Assigns. City and Consultant each bind itself, its partners, successors,
assigns, and legal representatives to the other party to this Agreement and to the partners,
successors, assigns, and legal representatives of such other party in respect to all covenants
of this Agreement. Neither City nor Consultant may assign, sublet, or transfer its interest in
this Agreement without the written consent of the other party. In no event may any
contractual relation be created between any third party and City.

5.9 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties
required not disposed of by agreement between Consultant and City, the final determination
at the administrative level will be made by City Engineer.

5.10 Completeness and Accuracy of Consultant’s Work. Consultant must be responsible for

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the completeness and accuracy of Consultant's services, data, and other work prepared or
compiled under Consultant's obligation under this Agreement and must correct, at
Consultant's expense, all willful or negligent errors, omissions, or acts that may be discovered.
Correction of errors disclosed and determined to exist during any construction of the project on
architectural or engineering drawings and specifications must be accomplished by Consultant.
The cost of the design necessary to correct those errors attributable to Consultant and any
damage incurred by City as a result of additional construction costs caused by such engineering
or architectural errors will be chargeable to Consultant and will not be considered a cost of the
Work. The fact that City has accepted or approved Consultant's work will in no way relieve
Consultant of any of Consultant's responsibilities.

5.11 Reporting. Written monthly reports, along with updated work schedules, will be made by
Consultant in the format prescribed by City. These reports will be delivered to City per schedule.
When requested by City, Consultant will attend Council meetings and provide finished documents
including correspondence for Council action, supporting charts, graphs, drawings and colored
slides of same.

5.12 Withholding Payment. City reserves the right to withhold funds from Consultant's
payments up to the amount equal to the claims City may have against Consultant until such
time that a settlement on those claims has been reached.

5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by City under the provisions of Section 38-511, Arizona Revised Statutes (A.R.S.).

5.14 Independent Consultant. For this Agreement Consultant constitutes an independent
contractor. Any provisions in this Agreement that may appear to give City the right to direct
Consultant as to the details of accomplishing the work or to exercise a measure of control
over the work means that Consultant must follow the wishes of City as to the results of the
work only. These results must comply with all applicable laws and ordinances.

5.15 Project Staffing. Prior to the start of any work under this Agreement, Consultant must
submit to City detailed resumes of key personnel that will be involved in performing services
prescribed in the Agreement. City hereby acknowledges its acceptance of such personnel to
perform services under this Agreement. At any time hereafter that Consultant desires to
change key personnel while performing under the Agreement, Consultant must submit the
qualifications of the new personnel to City for prior approval. Key personnel include, but are
not limited to, principals-in-charge, project manager, and project Consultant. Consultant will
maintain an adequate and competent staff of qualified persons, as may be determined by
City, throughout the performance of this Agreement to ensure acceptable and timely
completion of the Scope of Services. If City objects, with reasonable cause, to any of
Consultant's staff, Consultant must take prompt corrective action acceptable to City and, if
required, remove such personnel from the Project and replace with new personnel agreed to
by City.

5.16 Consultants or Subconsultants. Prior to beginning the work, Consultant must furnish City
for approval the names of consultants or subconsultants to be used under this Agreement.
Any subsequent changes are subject to City's written prior approval.

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5.17 Force Majeure. If either party is delayed or prevented from the performance of any act
required under this Agreement by reason of acts of God or other cause beyond the control
and without fault of the Party (financial inability excepted), performance of that act may be
excused, but only for the period of the delay, if the Party provides written notice to the other
Party within ten days of such act. The time for performance of the act may be extended for a
period equivalent to the period of delay from the date written notice is received by the other
Party.

5.18 Compliance with Federal Laws. Consultant understands and acknowledges the
applicability of the Americans with Disabilities Act, the Immigration Reform and Control Act
of 1986 and the Drug Free Workplace Act of 1989 to it. Consultant agrees to comply with these
laws in performing this Agreement and to permit City to verify such compliance.

5.19 No Israel Boycott. By entering into this Agreement, Consultant certifies that Consultant
is not currently engaged in, and agrees for the duration of the Agreement, not to engage ina
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. 8 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. 88 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.

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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
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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
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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 Citys 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 with Consultant (if applicable)
Exhibit F - Federal Requirements (if applicable)

5.38 Special Conditions. As part of the services Consultant provides under this Agreement,
Consultant agrees to comply with and fully perform the special terms and conditions set forth
in Exhibit “D”, which is attached to and made a part of this Agreement.

5.39 Non-Discrimination and Anti-Harassment Laws. Consultant must comply with all
applicable City, state, and federal non-discrimination and anti-harassment laws, rules, and

regulations.

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5.40 Licenses and Permits. Beginning with the Effective Date and for the full term of this
Agreement, Consultant must maintain all applicable City, state, and federal licenses and
permits required to fully perform Consultant's services under this Agreement.

5.41 Warranties. Consultant must furnish a one-year warranty on all work and services
performed under this Agreement. Consultant must furnish, or cause to be furnished, a two-
year warranty on all fixtures, furnishings, and equipment furnished by Consultant,
subconsultants or suppliers under this Agreement. Any defects in design, workmanship, or
materials that do not comply with this Agreement must be corrected by Consultant (including,
but not limited to, all parts and labor) at Consultant's sole cost and expense. All written
warranties and redlines for as-built conditions must be delivered to City on or before City’s
final acceptance of Consultant's services under this Agreement.

5.42 Cooperative Purchasing Agreement (S.AV.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: 101/202 REDUNDANT 66-INCH SEWER LINE Page 11
Project No.: WW2402.201
Rev. 1/12/2024

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:

(Ont Moho

“CONSULTANT”
WILSON ENGINEERS, LLC

Wlum J fe 7

Daniel Haskins, P.E.
CIP City Engineer

APPROVED AS TO FORM:

Signature Date

— Phil Notarcn

Print Name

City Attorney qe

ATTEST:

City Clerk Seal

Project Name: 101/202 REDUNDANT 66-INCH SEWER LINE
Project No.: WW2402.201
Rev. 1/12/2024

Title .
Phil. Neonian buh Loa “eng neers, Cann

Signer Email Address

Page 12

EXHIBIT “A”
SCOPE OF SERVICES/SCHEDULE

Project Name: 101/202 REDUNDANT 66-INCH SEWER LINE Page A-1
Project No.: WW2402.201
Rev. 1/12/2024

WILSON
ENGINEERS 101/202 REDUNDANT 66-INCH SEWER LINE

EXHIBIT “A”
SCOPE OF DESIGN SERVICES/SCHEDULE

February 26, 2024

1. PROJECT DESCRIPTION & SCOPE OF CONSTRUCTION:

Consultant (Engineer) will provide services for the design, permitting, and development of
construction documents for a redundant 66-inch diameter gravity sewer line that crosses the Loop
101 and 202 Freeway. The 66-inch diameter gravity sewer line segment is approximately 800
linear feet in length of which 650 feet will be routed within a steel casing as it crosses the Loop
101 and 202 Freeway. In addition, this project includes rerouting of several 48-inch diameter
gravity lines that are approximately 2,000 LF in length. The design will include a total of 4 junction
structures for connecting the existing gravity lines to the proposed redundant 66-inch gravity line.
Further, the project services will include lining of approximately 2,050 LF of 48-inch diameter
sewer, 900 LF of 30-inch diameter sewer, and 800 LF of the existing 66-inch diameter sewer that
crosses the Loop 101 and 202 transition. Scope of services for the project are more specifically
described herein below.

1.1 Project Scope Overview - This Scope of Services presents the tasks required for
providing design of a redundant 66-inch diameter gravity line, associated 48-inch
diameter sewer lines, diversion structures, and lining of a portion of the existing 30-
inch, 48-inch and 66-inch diameter gravity lines. This project will include the following
tasks;

a. Utilize the completed thirty percent conceptual design prepared by Wilson Engineers
for the new 66-inch redundant gravity sewer design. In addition, design will be
included for lining approximately 2,050 lineal feet of 48-inch and 800 lineal feet of
66-inch diameter gravity sewers, starting from the City’s existing diversion structure
adjacent to Price Road and the Loop 101 Freeway entrance and thru the existing
66-inch diameter gravity line that crosses the Loop 202 to the new junction structure
that is being planned. Lining design also includes 900 linear feet of 30-inch diameter
sewer line from the City’s diversion structure and across the Loop 101 and ending
near the AOT lift station. The design will include sewer connection details, pipe
properties, pipe thickness, and potential construction costs. The redundant design
concept will be documented as part of the design report.

b. Prepare plans and technical specifications for the redundant 66-inch sewer line and
lining segments. Topographic and aerial survey from past efforts will be utilized in
preparation of the plan and profiles of the redundant gravity sewer and lining
segments. Utility information for the area and associated gravity lines will be shown.
The construction documents for the redundant and lining segments will include;

i. Plan and Profiles of the entire redundant and lining alignment
ii. | Steel liner details for crossing the Loop 101 and 202 Freeway along with
coordination with boring contractors. Boring and steel casing development

1.2

1.3

will include coordination with the City of Chandler and all stakeholders,
including the Construction Manager at Risk (CMAR) Contractor.
iii. Junction structure design along with structural details.
c. Coordinate with entities such as Public Works and Utilities, ADOT, SRP, and public
utility entities.
d. Coordinate with City’s CMAR
e. Engineer will provide all design services for the Project including, but not limited to,
civil, mechanical, and structural pipe details.
f. The Engineer shall coordinate with the CMAR who will obtain the Geotechnical
investigation report and pothole data.

Assignment - The design agreement has been awarded to an Engineer based on their
proposed personnel and specified sub-consultants. Any deviations or substitutions of
these team members must be pre-approved in writing by City. Those persons listed in
Exhibit B will perform those portions of the work listed therein.

Project Schedule - Engineer must perform the services within the times set forth in the
Production Schedule included herein and made a part hereof by reference.

Engineer must adhere to the Production Schedule described herein and such schedule
may not be modified or deviated from without written consent of City. Engineer must
revise and submit for review an updated schedule whenever it is demonstrated that the
time for completion of the Project Design or of any of the partial completion points listed
in the schedule is delayed by two weeks or more. Such adjusted schedule will include
a written explanation stating the reasons for the change and a plan for getting back on
schedule. Engineer must take all reasonable actions necessary to get the project back
on schedule and City will cooperate to assist Engineer.

2. PERIOD OF SERVICE (MILESTONES):

2.1 Following receipt of a “Notice to Proceed” with the design work, Engineer must complete

2.2

the design and have final construction documents ready by May 2025.

Engineer must complete all services specified herein in accordance with the Project
Schedule and progress milestones. In the event delays are experienced beyond the
control of the Engineer, the completion date may be extended as mutually agreed upon
by City and Engineer.

3. PROJECT MANAGEMENT SERVICES DURING DESIGN

The Engineer will perform project management services, must meet with City staff to ascertain
the requirements of the Project and will arrive at a mutual understanding of such requirements
as described in the following subtasks:

3.1

Conduct/Attend Meetings - The Engineer will conduct meetings and/or workshops with
City staff to discuss specific technical aspects of the design; progress in the development
of the design, drawings, and specifications; and related issues that may affect Project
results. The Engineer will inform the City Project Manager of the progress via weekly

telephone discussions or email updates in addition to the listed meetings below. The
meetings or workshops will consist of the following;
a. Project Kickoff Meeting
b. Weekly Updates — via email or conference call
c. Monthly progress and/or meetings with City staff (eight meetings)
d. Scheduled review meetings/workshops with City staff. A total of eleven
meetings/workshops are anticipated which include;

i. Boring and Steel Casing Workshop

ii. Sixty Percent (60%) Progress Submittal Review Meeting

iii, | Ninety Percent (90%) Progress Submittal Review Meeting

iv. Utility, SRP and ADOT coordination meetings (four meetings)

v. Meetings with the City’s CMAR Contractor for Cost Model and GMP review

(three meetings)

The Engineer will prepare and distribute meeting agenda and document meeting results for each
meeting and workshop.

4. PRELIMINARY DESIGN SERVICES

Conducting preliminary design services as a distinct project phase is intended to advance the
Project by early determination of Project requirements, constraints, criteria, alternatives,
decisions, and documentation. It is anticipated that an integral part of preliminary design services
will not only assist the Project to its timely and successful completion and more fully meet the
needs of the City, but also actually expedite it. Preliminary design information is necessary to
adequately define the Project and for making subsequent scope recommendations, securing
scope approval, and budget decisions.

Preliminary design should provide the following information in a manner, and at a level of detail,
appropriate for a particular project’s type, complexity, size, and site characteristics:

e Summary of basis of design, expected level of service desired, and prior planning efforts
supporting the Project;
e Details related to the Project scope;
o Documentation of Project requirements
o Pipe diameter
o Alignment analysis
o Junction Structure Design
o Design needs related to alignment and sewer materials to meet Project
requirements.
e Evaluation of existing utility location and analysis of existing conditions;
e Construction cost based on the Project scope, site characteristics, and expected
implementation schedule;

Preliminary design shall finalize the Project's basis of design prior to production of detailed
construction drawings. The purpose for City review of preliminary design elements is to select
the proposed detail concepts for the 101/202 Redundant 66-inch Sewer layout, junction structure
concepts, pipe materials, steel casing design concept and any special construction requirements
prior to production of final construction drawings.

4.1

4.2

4.3

Existing Conditions Data Collection - The Engineer will gather and analyze existing data

and infrastructure relevant to the redundant gravity sewer line and lining design

elements. Data is anticipated to include existing City water, sewer, and storm drain

quarter section maps and record drawings, previous planning studies, previous

inspection and assessment reports, pipeline condition assessment data and reports,

master plans and studies, and other data pertinent to the project design that may be

available. As for preliminary research before preparing the project design, Engineer will;

a. Perform a Document Search for utility as-builts.

b. Perform a Document search for rights-of-way.

c. Perform a Document search for survey ties and benchmarks.

d. Perform a Document search for City policies, regulations, standards, design manuals,
and requirements, etc. relevant to project.

e. Research and/or obtain geotechnical reports and investigations, master plans,
computer model data and field surveys.

f. Investigate existing conditions, make measured drawings, and verify accuracy of
drawings or other information furnished by City.

Utility Research and Preliminary Mapping - The Engineer will coordinate with utility

companies and gather mapping for existing utilities within the identified project

corridors. The Engineer will be responsible for initial contact with utilities to request

existing utility maps. The Engineer shall catalog and process utility mapping received.

The Engineer will incorporate utility data into project base maps and perform the

following tasks;

a. Research all utility companies/agencies and acquire all available as-built and utility
records.

b. Coordination with utility companies and agencies must be in accordance with the
latest version of the “Public Improvement Project Guide” (PIPG).

c. Identify utility conflicts during the initial stages of the design process.

d. Coordinate the design and installation of the utilities, which includes, but is not
limited to, services for electric, communications, water, storm drainage, irrigation
and sanitary systems, etc.

e. Easements for these utilities shall be identified early in the design stage of the
project and necessary information provided to City’s Real Estate Department to
allow City to complete acquisition during the design phase.

f. 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.

g. Conduct utility meetings to coordinate relocations with utility/agency and establish
relocation schedules.

h. Follow-up with the final design submittal for utility construction and coordination
with the construction documents.

i. Incorporate the utility/agency private developer construction requirements into the
construction documents.

Prepare Preliminary Design Report - The Engineer will prepare a Preliminary Design
Report that shall summarize the redundant gravity sewer design along with the lining
design and propose a specific course of action from an engineering perspective. The

preliminary design report will include documentation and analysis of the following
project components:

Sewer redundant conceptual design

Sewer required diameter

Sewer pipe materials

Project constraints

Alignment and recommendation

Sewer design criteria

Sewer appurtenances design (junction structures, lining material, steel casing)
Right-of-Way, Easement, and ADOT requirements

Assumptions made in formulating basis of design

-yeampango

The preliminary design report will be submitted to the City for review and comment.

4.4 Prepare Final Design Report - The Engineer will prepare a final design report. The final
design report will incorporate City comments and, if applicable, comments from the CM
at Risk. The final design report will be sealed by a Professional Engineer registered in
the State of Arizona.

5. PERMIT, REGULATORY AND SAFETY CONSIDERATIONS

The Engineer will obtain necessary permits for construction which shall include the following;

5.1 Maricopa County Department of Environmental Services (MCDES) - The Engineer will

submit pre-final drawings and specifications for their review and comments. The
Engineer will receive and respond to review comments from MCDES and incorporate
necessary revisions into the drawings and specifications.

The Engineer will prepare and submit a completed application for “Approval to
Construct” certificate including final drawings and specifications to MCDES for their
approval. It is required that MCDES issue the “Approval to Construct” certificate prior
to the start of construction.

6. DETAILED DESIGN DEVELOPMENT

The Engineer will prepare for City review as progress is made on Project design and preparation
of construction drawings and specifications. Deliverables from the Engineer will be reviewed by
the City and others during the design development period. The deliverables during design,
termed “progress submittals”, should be scheduled for submittal in accordance with the schedule
prepared under Exhibit A.

The Engineer will prepare progress submittal packages when the design, drawings, and
specifications are considered 60, 90 percent (%) complete and Final documents as described in
this scope of services. An electronic pdf of the drawings and specifications will be submitted to
the City for review. In addition, the Engineer will submit the design documents through the Accela
process for 60%, 90% and Final Documents. The level of detail on the drawings in each progress
submittal should be as given below unless the City needs other information to complete its review.

In an effort to streamline the progress submittal review process, the Engineer shall present the
progress submittals to City Staff in the form of a MS PowerPoint Presentation or a comment
review at the various submittal stages. The Engineer shall incorporate comments received from
the City during the progress submittal review meetings.

6.1

6.2

Utility Coordination - The Engineer will complete utility coordination beyond the thirty
percent that has already been completed. The Engineer shall add utility mapping
received, identify potential conflicts with proposed infrastructure, providing design
drawings and documentation for potential City coordination with utilities for relocation,
and attendance at coordination meetings.

The Engineer will identify a list of utilities to be field located (potholed) if required to
confirm location and depth. Pothole list will be developed in conjunction with the 60%
Progress Submittal, and proposed pothole locations denoted on the 90% Progress
Submittal. Potholes will be completed by the Contractor. It is assumed that the results
of potholes will be stamped by a Land Surveyor registered in the State of Arizona and
provided to the Engineer for incorporation into the construction documents.

Sanitary Sewer Si Percent (60%) Progress Submittal - The drawings and
specifications for the redundant sewer and lining will be completed and have progressed
where the design intent is established and must show the work in sufficient detail that
the CMAR can recognize general building elements and requirements for construction.
Based on the approved Preliminary Design Report Progress Submittal and any
adjustments authorized by City in the program, schedule or construction budget,
Engineer shall prepare for approval by City, Design Development Documents consisting
of drawings and other documents to fix and describe the size and character of the
Project as to structural, mechanical and civil, materials and such other elements as may
be appropriate. When the design is approximately sixty percent (60%) complete,
Engineer must do the following:

a. Perform code reviews and implement requirements into the design documents.

b. Engineer is required to review and complete the City's Constructability Review
Checklist. All applicable checklist items are required to be incorporated in the design
documents. ‘

c. Value Engineer the design cooperatively with the entire design team and City’s
representatives. This effort will occur as early as effectively possible and consist of
a focused meeting addressing: relationships of components, construction materials,
and replacement alternatives.

d. Conducta full document set (plans & specs) review in the presence of all consultants
and City’s representatives and any other stakeholders.

i. Submit electronic pdfs of drawings and technical specifications to City’s
Project Manager for comment. Include original redline drawings and
comments received from previous review along with a review summary
indicating action taken.

ii. | Schedule review meeting with plan check staff to discuss review comments.
Clarify with the plan check staff what the design challenges are and decide
the method in which they will be resolved.

The set of drawings will include a cover sheet and an index sheet.

a. Civil:
i. All facilities are shown and located.
ii. Plan and profile sheets are substantially complete.
iii. | Develop a survey control sheet. Design must utilize established City of
Chandler benchmarks and reference locations of benchmarks on the plans.
iv. Prepare plans, elevations, sections, schedules and notes as required to fix
and describe the project as to civil, structural, mechanical, and special
systems.
v. Selection of access portal locations are more defined (if applicable)
vi. Access portal enlarged views including demolition and utilities (if applicable)
vii. Identification of Temporary Construction Easements partially defined
viii. | Design calculations are complete
ix. Draft specifications are assembled
x. | MOPO development started
b. Structural:
i. Structural replacement details are partially complete (if applicable)
ii. Design calculations are complete
iii. Structural detailing is partially complete
iv. Draft specifications are assembled

6.3. Sanitary Sewer Ninety Percent (90%) Progress Submittal - Drawings and details in all
disciplines should be complete. Specifications should be essentially complete. Design
calculations in all disciplines shall be essentially complete and checked. Comments on
design, drawings and specifications from previous reviews must have appropriate
responses before the 90% progress submittal is submitted. Comments from the 60%
reviews by City staff, any constructability reviews, and review comments from regulatory
agencies must have appropriate responses or actions.

The 90% progress submittal shall be used for permit approvals as necessary. Drawings
will be stamped by a Professional Engineer registered in the State of Arizona as required
for permit submittal, and marked “Agency Review Set”

Based on the approved Design Development Documents and any further adjustments
in the scope or quality of the Project or in the construction budget authorized by City,
Engineer must prepare, for approval by City, Construction Documents consisting of
Drawings and Specifications setting forth in detail the requirements for the construction
of the Project. When the design is approximately ninety percent (90%) complete
Engineer must do the following:

a. Prepare plans, elevations, sections, schedules, notes and specifications as required
to be able to construct the project in its entirety.

b. Cover sheet to be provided by City on diskette (AutoCAD 2018).

c. Provide City of Chandler with a copy of the AutoCAD files.

d. Conducta full document set (plans & Specs) review in the presence of all consultants
and City's representatives.