Extracted text (via pymupdf)
86689 characters
Project Name: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page 1
Project No.: ST2007.451
Rev. 1/12/2024
PROFESSIONAL SERVICES AGREEMENT
Construction Management Services
HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Project No. ST2007.451
Council Date: May 9, 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 ENTELLUS, INC., an Arizona 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 Construction Management Services for the
HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD 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: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page 2
Project No.: ST2007.451
Rev. 1/12/2024
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 395
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 $671,367.74 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: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page 3
Project No.: ST2007.451
Rev. 1/12/2024
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: Vivianna Barrientes, Project Manager
P.O. Box 4008, Mail Stop 407, Chandler, AZ 85244-4008
Phone: 480-782-3314 Email: Vivianna.barrientes@chandleraz.gov
To Consultant:
LEGAL COMPANY NAME: Entellus, Inc.
Mailing Address: 3033 North 44th Street, Suite 250 Phoenix, AZ 85018
Physical Address: 3033 North 44th Street, Suite 250 Phoenix, AZ 85018
Statutory Agent Name: William A Linck
Statutory Agent Mailing Address:
3033 North 44th Street, Suite 250 Phoenix, AZ
85018
Statutory Agent Physical Address:
3033 North 44th Street, Suite 250 Phoenix, AZ
85018
CONSULTANT’S AUTHORIZED PROJECT REPRESENTATIVE
Name:
Paul Young
Title:
Project Manager
Phone: 480-766-3789
Email:
pyoung@entellus.com
5.2 Records/Audit. Records of Consultant’s direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between City and Consultant must be
kept on the basis of generally accepted accounting principles and must be made available to
City and its auditors for up to three years following City’s final acceptance of the services
under this Agreement (this requirement is increased to five years if construction of this
project is federally funded). City, its authorized representative, or any federal agency,
reserves the right to audit Consultant’s records to verify the accuracy and appropriateness of
all cost and pricing data, including data used to negotiate this Agreement and any
amendments. City reserves the right to decrease the total amount of Agreement price or
payments made under this Agreement or request reimbursement from Consultant following
final Agreement payment on this Agreement if, upon audit of Consultant’s records, the audit
discloses Consultant has provided false, misleading, or inaccurate cost and pricing data.
Consultant will include a similar provision in all of its Agreements with subconsultants who
provide services under the Agreement to ensure that City, its authorized representative, or
the appropriate federal agency, has access to the subconsultants’ records to verify the
Project Name: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page 4
Project No.: ST2007.451
Rev. 1/12/2024
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: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page 5
Project No.: ST2007.451
Rev. 1/12/2024
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.
Project Name: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page 6
Project No.: ST2007.451
Rev. 1/12/2024
5.10 Completeness and Accuracy of Consultant’s Work. Consultant must be responsible for
the completeness and accuracy of Consultant’s services, data, and other work prepared or
compiled under Consultant’s obligation under this Agreement and must correct, at
Consultant’s expense, all willful or negligent errors, omissions, or acts that may be discovered.
Correction of errors disclosed and determined to exist during any construction of the project on
architectural or engineering drawings and specifications must be accomplished by Consultant.
The cost of the design necessary to correct those errors attributable to Consultant and any
damage incurred by City as a result of additional construction costs caused by such engineering
or architectural errors will be chargeable to Consultant and will not be considered a cost of the
Work. The fact that City has accepted or approved Consultant’s work will in no way relieve
Consultant of any of Consultant’s responsibilities.
5.11 Reporting. Written monthly reports, along with updated work schedules, will be made by
Consultant in the format prescribed by City. These reports will be delivered to City per schedule.
When requested by City, Consultant will attend Council meetings and provide finished documents
including correspondence for Council action, supporting charts, graphs, drawings and colored
slides of same.
5.12 Withholding Payment. City reserves the right to withhold funds from Consultant’s
payments up to the amount equal to the claims City may have against Consultant until such
time that a settlement on those claims has been reached.
5.13 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to
cancellation by City under the provisions of Section 38-511, Arizona Revised Statutes (A.R.S.).
5.14 Independent Consultant. For this Agreement Consultant constitutes an independent
contractor. Any provisions in this Agreement that may appear to give City the right to direct
Consultant as to the details of accomplishing the work or to exercise a measure of control
over the work means that Consultant must follow the wishes of City as to the results of the
work only. These results must comply with all applicable laws and ordinances.
5.15 Project Staffing. Prior to the start of any work under this Agreement, Consultant must
submit to City detailed resumes of key personnel that will be involved in performing services
prescribed in the Agreement. City hereby acknowledges its acceptance of such personnel to
perform services under this Agreement. At any time hereafter that Consultant desires to
change key personnel while performing under the Agreement, Consultant must submit the
qualifications of the new personnel to City for prior approval. Key personnel include, but are
not limited to, principals-in-charge, project manager, and project Consultant. Consultant will
maintain an adequate and competent staff of qualified persons, as may be determined by
City, throughout the performance of this Agreement to ensure acceptable and timely
completion of the Scope of Services. If City objects, with reasonable cause, to any of
Consultant’s staff, Consultant must take prompt corrective action acceptable to City and, if
required, remove such personnel from the Project and replace with new personnel agreed to
by City.
5.16 Consultants or Subconsultants. Prior to beginning the work, Consultant must furnish City
for approval the names of consultants or subconsultants to be used under this Agreement.
Any subsequent changes are subject to City’s written prior approval.
Project Name: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page 7
Project No.: ST2007.451
Rev. 1/12/2024
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: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page 8
Project No.: ST2007.451
Rev. 1/12/2024
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: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page 9
Project No.: ST2007.451
Rev. 1/12/2024
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.
Project Name: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page 10
Project No.: ST2007.451
Rev. 1/12/2024
5.31 Integration. This Agreement contains the full agreement of the Parties. Any prior or
contemporaneous written or oral agreement between the Parties regarding the subject
matter is merged and superseded.
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 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.
Project Name: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page 11
Project No.: ST2007.451
Rev. 1/12/2024
5.39 Non-Discrimination and Anti-Harassment Laws. Consultant must comply with all
applicable City, state, and federal non-discrimination and anti-harassment laws, rules, and
regulations.
5.40 Licenses and Permits. Beginning with the Effective Date and for the full term of this
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: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page 12
Project No.: ST2007.451
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:
Daniel Haskins, P.E.
CIP City Engineer
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
Seal
“CONSULTANT”
ENTELLUS, INC.
Signature
Date
Print Name
Title
Signer Email Address
March 20, 2024
William A. Linck, PE
President & CEO
linck@entellus.com
Project Name: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page A-1
Project No.: ST2007.451
Rev. 1/12/2024
EXHIBIT “A”
SCOPE OF SERVICES/SCHEDULE
1
EXHIBIT “A”
CONSTRUCTION MANAGEMENT
SCOPE OF SERVICES
PROJECT TASKS
1.
PRE-CONSTRUCTION ASSISTANCE
A. Task 1.1 Preconstruction Assistance
i. Consultant must attend the pre-construction meeting.
ii. Consultant must attend the pre-construction public meeting.
2.
CONSTRUCTION MANAGEMENT
A. Task 2.1 Weekly Construction Meetings
i. Consultant must conduct weekly construction meetings. Each meeting
includes agenda and minutes; Request for Information (RFI); Shop Drawing;
Request for Information (RFI); Field Directive (FD); Material Certification; and
Allowance Logs. Consultant assumes 52 weekly meetings will be held.
B. Task 2.2 CPM Schedule
i. Consultant must review and evaluate Contractor’s initial CPM schedule and
provide recommendations for acceptance.
ii. Consultant must review Contractor’s monthly CPM schedule updates
submitted with each payment application, identify CPM tasks behind schedule
that may affect critical path items, project substantial and final completion
dates and initiate correspondence to City regarding those tasks. Consultant
assumes 11 reviews of updated CPM schedule.
C. Task 2.3 Requests for Information (RFI’s)
i. Consultant must review, evaluate, and respond to Contractor Requests for
Information (RFI’s); and prepare and maintain a submittal log of all RFI’s.
Consultant assumes 35 RFI responses.
D. Task 2.4 Shop Drawing Submittals
i. Consultant must review, evaluate, and respond to Contractor shop drawing
submittals; and prepare and maintain a submittal log of all shop drawing
submittals. Consultant assumes 80 reviews.
E. Task 2.5 Requests for Proposal (RFP)
i. Consultant must prepare Requests for Proposal (RFP) documents detailing
requested additional work tasks; review and evaluate Contractor RFP
responses (cost derivations) with approval recommendations; and prepare
and maintain a submittal log list of all RFP’s. Consultant assumes 10 RFPs.
F. Task 2.6 Field Directives (FD’s)
i. Consultant must prepare Field Directive (FD) documents detailing requested
additional work tasks; review and evaluate Contractor FD responses with
2
approval recommendations; and prepare and maintain a submittal log list of
all FD’s. Consultant assumes 30 FD’s.
G. Task 2.7 Contractor Payment Applications
i. Consultant must review and evaluate Contractor monthly payment
applications and make recommendation for payment; maintain a weekly
record of constructed pay quantities and compile monthly totals; and
coordinate payment application with the City quantity report and the
inspectors’ daily logs. Consultant assumes 12 payment applications, with 2
reviews each.
H. Task 2.8 Public Outreach
i. Consultant must provide public outreach services, whether by Consultant or
subconsultant. Tasks will include: create and maintain project website;
maintain a 24-hour bilingual project hotline to respond to inquiries,
complaints and maintain a call log; public weekly email updates; public
interactions with property owners as a liaison between property owners and
the
City;
coordination
meetings;
project
meetings;
public
meeting
coordination; federal funds required partnering process (project team
partnering meeting, maintaining status).
3.
CONSTRUCTION INSPECTION
A. Task 3.1 Inspection Services
i. Consultant must provide weekly construction inspection to verify materials
and installations conform to construction documents; prepare daily inspection
reports documenting Contractor construction activities and progress during
field inspection visits; and perform intermittent erosion control inspections.
Consultant generally assumes 1 inspector full time 5 days per week for 12
months.
B. Task 3.2 Landscape / Irrigation Inspection Services (NOT USED)
i. Consultant
must
provide
Irrigation
system
layout
and
installation
observations; attend and observe irrigation system pressure tests; and attend
a nursery visit to tag and inspect plant material. Consultant assumes 0 site
visits.
C. Task 3.3 Project Closeout
i. Consultant must compile non-conformance list prior to Substantial
Completion; schedule and conduct Substantial Completion inspection;
prepare Substantial Completion punch list generated from Substantial
Completion inspection; track items on punch list and note completed items;
and complete and distribute Substantial Completion certificates.
ii. Consultant must schedule and conduct Final Completion inspection; and
complete and distribute Final Completion certificates.
iii. Consultant must provide all documents in an electronic version that matches
the City’s filing system, so it can be imported into City’s files.
iv. Consultant must participate in a meeting with City staff and Designer to review
request for information log to discuss lessons learned during the course of
construction.
4.
UTILITY COORDINATION
A. Task 4.1 Utility Coordination
i. Consultant must complete Acceptance of Construction (AOC) applications and
submit to MCESD for reclaimed water booster pump and potable water/sewer
improvements.
3
5.
MATERIALS TESTING
A. Task 5.1 Quality Control (QC) Test Program
i. Consultant must review and verify Contractor’s Quality Control material test
type and frequencies are consistent with City and MAG; review and evaluate
Contractor’s QC test schedule and provide recommendations on acceptance;
and review and evaluate all Contractor sampling, test, and inspection results
for conformance with construction documents.
B. Task 5.2 Quality Assurance (QA) Test Program
i. Consultant must prepare and maintain a materials Quality Assurance plan per
City and MAG.
ii. Consultant must coordinate with Contractor’s testing representative to obtain
required QA tests and sample; complete sampling and compaction testing of
subgrade (including lime-stabilized subgrade base), aggregate base and
asphalt concrete materials in new asphalt concrete pavement areas; complete
sampling and compaction testing of subgrade, aggregate base (where
required) and concrete for new curbs, gutters, sidewalks and concrete
pavement and structures; and complete sampling and compaction testing of
backfill for new irrigation, sewer, water, storm drain pipe, and dry utilities.
6.
RECORD DRAWINGS
A. Task 6.1 Record Drawings
i. Review and monitor Contractor’s weekly updates on red-line drawing set.
ASSUMPTION, CLARIFICATIONS, AND EXCLUSIONS
1.
Application fees for City reviews and permits will be paid by CITY.
2.
The Owner’s Allowance will only be utilized with prior written approval from the City
representative.
Project Name: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page B-1
Project No.: ST2007.451
Rev. 1/12/2024
EXHIBIT “B”
COMPENSATION AND FEES
Task
Cost
1
1.1
5,395.44
$
5,395.44
$
2
2.1
43,623.42
$
2.2
7,720.48
$
2.3
10,833.74
$
2.4
26,323.24
$
2.5
3,042.10
$
2.6
8,758.44
$
2.7
8,857.62
$
2.8
19,507.28
$
128,666.32
$
3
3.1
355,288.02
$
3.2
-
$
3.3
3,833.12
$
359,121.14
$
4
4.1
5,574.80
$
5,574.80
$
5
5.1
18,041.92
$
5.2
7,533.96
$
25,575.88
$
6
6.1
10,166.16
$
10,166.16
$
12,600.00
$
64,268.00
$
-
$
76,868.00
$
60,000.00
$
60,000.00
$
671,367.74
$
EXHIBIT "B"
CONSTRUCTION MANAGEMENT
SCOPE OF SERVICES
FEE SCHEDULE
Public Outreach
Field Directive (FD)
Contractor Payment Applications
Description
Requests for Proposal (RFP)
CPM Schedule
Requests for Information (RFI)
Shop Drawing Submittals
Pre-Construction Assistance
Weekly Construction Meetings
PRE-CONSTRUCTION ASSISTANCE
CONSTRUCTION MANAGEMENT
SUBTOTAL TASK 1:
Utility Coordination
SUBTOTAL TASK 3:
SUBTOTAL TASK 4:
Landscape/Irrigation Inspection Services (NOT USED)
Project Closeout
UTILITY COORDINATION
Inspection Services
CONSTRUCTION INSPECTION
SUBTOTAL TASK 2:
SUBTOTAL ALLOWANCES:
PROJECT TOTAL:
SUBTOTAL TASK 6:
SUBTOTAL SUBCONSULTANTS:
MakPro
SUBCONSULTANTS
ALLOWANCES
SAECO
Owner's Allowance
Record Drawings
QC Test Program
MATERIALS TESTING
SUBTOTAL TASK 5:
QA Test Program
RECORD DRAWINGS
Project Title: Hamilton Street Improvements (Iris Place to Appleby Road)
Date: January 31, 2024
Clients Project #: ST2007.451
Entellus Project #: 615.127
Client: City of Chandler
PROJECT
Total
SECTION
TASK
ENGINEER
DESIGNER
Hours
Bill Linck
Paul Young
Brian Wilcox
Toby Starr
Matt Cooper
Kayla Patterson
263.22
$
214.20
$
178.86
$
127.56
$
107.68
$
132.18
$
104.72
$
88.43
$
1
1.1
Pre-Construction Assistance
2
10
20
3
2
37
1
2
10
0
0
20
3
0
2
37
2
2.1
Weekly Construction Meetings
4
78
155
52
26
315
2.2
CPM Schedule
28
16
44
2.3
Requests For Information (RFI's)
2
18
15
35
70
2.4
Shop Drawing Submittals
2
40
160
202
2.5
Requests for Proposal (RFPs)
5
5
10
20
2.6
Field Directives (FDs)
2
15
10
30
57
2.7
Contractor Payment Applications
12
24
24
6
66
2.8
Public Outreach
78
26
104
2
10
274
30
0
456
76
0
32
878
3
3.1
Inspection Services
131
261
2263
0
2655
3.2
Landscape/Irrigation Inspection Services (If Applicable)
0
0
0
3.3
Project Close-Out
4
8
16
28
3
0
135
0
0
269
2279
0
0
2683
4
4.1
Utility Coordination
8
8
16
8
40
4
0
8
8
0
16
0
0
8
40
5
5.1
QC Test Program
26
52
52
130
5.2
QA Test Program
12
24
18
54
5
0
38
0
0
76
70
0
0
184
6
6.1
Record Drawings
6
4
12
52
74
6
0
6
4
0
12
52
0
0
74
12
471
42
0
849
2480
0
42
3896
Construction Management
Construction Inspection
Utility Coordination
TOTAL ESTIMATED HOURS
SUBTOTAL
SUBTOTAL
SUBTOTAL
Materials Testing
SUBTOTAL
Record Drawings
SUBTOTAL
WORK ITEM
DESCRIPTION
SUBTOTAL
Pre-Construction Assistance
PRINCIPAL
CONSTRUCTION
MANAGER
ADMIN
EXHIBIT B-2
LABOR ESTIMATE
CONSTRUCTION ADMINISTRATION AND INSPECTION SERVICES
EIT
SENIOR
INSPECTOR
INSPECTOR
3033 N. 44th Street, Suite 250, Phoenix, AZ 85018
(602) 244-2566
www.entellus.com
engineers@entellus.com
P:\600\615127 Hamilton Street\A_ADMIN\Contract_Documents\A_Negotiations\615.127 - CA&I HOUR & FEE PROPOSAL (Exhibit B, B-1, B-2) - Rev 4
1 of 1
EXHIBIT B-1
Unit
Qty
Rate
Cost
PRIME CONSULTANT
Hrs
12
263.22
$
3,158.64
$
Hrs
471
214.20
$
100,888.20
$
Hrs
42
178.86
$
7,512.12
$
Hrs
849
107.68
$
91,420.32
$
Hrs
2480
132.18
$
327,806.40
$
Hrs
0
104.72
$
-
$
Hrs
42
88.43
$
3,714.06
$
Hrs
3896
Subtotal
534,499.74
$
SUBCONSULTANTS
LS
1
12,600.00
$
12,600.00
$
LS
1
64,268.00
$
64,268.00
$
Subtotal
76,868.00
$
ALLOWANCES
LS
1
60,000.00
$
60,000.00
$
Subtotal
60,000.00
$
Total Proposal for Construction Administration and Inspection Services
Owner's Allowance
671,367.74
$
Client: City of Chandler
Date: 2/19/2024
Entellus Project #: 615.127
MakPro
SAECO
PRINCIPAL
CONSTRUCTION MANAGER
EIT
SENIOR INSPECTOR
INSPECTOR
ADMIN
Labor Total
LABOR ESTIMATE
CONSTRUCTION ADMINISTRATION AND INSPECTION SERVICES
PROJECT TITLE: Hamilton Street Improvements (Iris Place to Appleby Road)
Client's Project #: ST2007.451
Project Duration (Calendar Days): 365
Staff Classification
PROJECT ENGINEER
Project Name: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page C-1
Project No.: ST2007.451
Rev. 1/12/2024
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: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page C-2
Project No.: ST2007.451
Rev. 1/12/2024
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: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page C-3
Project No.: ST2007.451
Rev. 1/12/2024
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.
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
03/20/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
CONTACT
NAME:
Southwest Professional Insurance Consultants
Southwest Professional Insurance Consultants
7689 E. Paradise Lane, Suite 5
Scottsdale AZ 85260
PHONE
(A/C, No. Ext):
(480) 368-1800
FAX
(A/C, No): (480) 368-1702
E-MAIL
ADDRESS
INSURER(S) AFFORDING COVERAGE
NAIC #
INSURED
INSURER A:
INSURER B:
RLI Insurance Company
RLI Insurance Company
13056
13056
ENTELLUS INC.
3033 N. 44th Street
Phoenix, AZ 85018
INSURER C:
RLI Insurance Company
13056
INSURER D:
Continental Casualty Company
20443
INSURER E:
INSURER F:
COVERAGES
CERTIFICATE NUMBER: 18807
REVISION NUMBER:1
SUPERCEDES PREVIOUS REVISIONS
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADDL
INSRD
SUBR
WVD
POLICY EFF
DATE (MM/DD/YY)
POLICY EXP
DATE (MM/DD/YY)
X
POLICY NUMBER
EACH OCCURRENCE
LIMITS
$
1,000,000
A
COMMERCIAL GENERAL LIABILITY
X
X
PSB0001271
11/01/23
11/01/24
DAMAGE TO RENTED
PREMISES (Ea occurence)
$
1,000,000
CLAIMS MADE X
OCCUR
10,000
MED EXP (Any one person)
$
1,000,000
PERSONAL & ADV INJURY
$
2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
PRO-
JECT
GENERAL AGGREGATE
$
2,000,000
POLICY
LOC
PRODUCTS-COMP/OP AGG
$
OTHER:
PSA0001072
11/01/24
COMBINED SINGLE LIMIT
(Ea accident)
$
B
AUTOMOBILE LIABILITY
X
X
11/01/23
$
1,000,000
X
ANY AUTO
BODILY INJURY (Per person)
$
OWNED
AUTOS ONLY
SCHEDULED
AUTOS
BODILY INJURY (Per accident)
$
X
HIRED
AUTOS ONLY
X
NON-OWNED
AUTOS ONLY
PROPERTY DAMAGE
$
(Per accident)
$
C
X
UMBRELLA LIAB X
OCCUR
X
X
PSE0001219
11/01/23
11/01/24
EACH OCCURRENCE
$
5,000,000
EXCESS LIAB
CLAIMS-MADE
AGGREGATE
$
5,000,000
DED
RETENTION $
$
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
PER
STATUTE
OTH-
ER
ANY PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
Y/N N/A
E.L. EACH ACCIDENT
$
E.L. DISEASE-EA EMPLOYEE
$
If yes, describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE-POLICY LIMIT
$
D
Professional Liability
AEH591960683
11/01/23
11/01/24
Per Claim
$2,000,000
Aggregate
$4,000,000
See Attached Supplement
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
CERTIFICATE HOLDER
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Chandler
215 E Buffalo Street
Chandler, AZ 85225
Attention: Jeanne Vega
Dan Hardesty Lic # 43395
ACORD 25 (2016/03)
Certificate # 18807
Revision #
1
© 1988-2015 ACORD CORPORATION. All right reserved.
The ACORD name and logo are registered marks of ACORD
SUPPLEMENT TO CERTIFICATE OF LIABILITY INS #18807
DATE
MAR 20 2024
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS
Professional Liability - Claims Made - Retroactive Date 12/06/1985
City of Chandler, its officers, officials, agents, and employees are added as additional insured on a primary and non-contributary
basis as required by written contract as respects to general liability only for ongoing work per form PPB 304 02 12. Waiver of
Subrogation applies as respects general liability as required by written contract per form PPB 304 02 12. City of Chandler, its
officers, officials, agents, and employees are added as additional insured as required by written contract as respects auto
liability only for ongoing work per form PPA 300 03 13.
Project Name/Number (or any and all jobs): Project No. ST2007.451 Project Name: Hamilton Street Imrovements From Iris Place to
Appleby Road
Certificate # 18807
03/20/2024
Marsh Affinity
a division of Marsh USA LLC.
PO BOX 14404
Des Moines, IA 50306-9686
Marsh Affinity
800-743-8130
ADPTotalSource@marsh.com
New Hampshire Insurance Co.
23841
A
07/01/2023
07/01/2024
2,000,000
2,000,000
2,000,000
ADP TotalSource FL XVIII, Inc.
5800 Windward Parkway
Alpharetta, GA 30005
L/C/F:
Entellus, Inc.
3033 N 44th St Suite 250
Phoenix, AZ 85018
WC 034277051 AZ
X
All worksite employees working for Entellus, Inc. paid under ADP TOTALSOURCE, INC.'s payroll, are
covered under the above stated policy. WAIVER OF SUBROGATION IN FAVOR OF CERTIFICATE HOLDER AS
RESPECTS OF JOB PERFORMED BY Entellus, Inc. AS REQUIRED BY WRITTEN CONTRACT. Hamilton Street
Improvements From Iris Place to Appleby Road - Project No. ST2007.451
City of Chandler
215 E Buffalo Street
Chandler, AZ 85225
X
07/01/2023
WC 034277051 AZ
ADP TotalSource FL XVIII, Inc.
5800 Windward Parkway
Alpharetta, GA 30005
L/C/F:
Entellus, Inc.
3033 N 44th St Suite 250
Phoenix, AZ 85018
New Hampshire Insurance Co.
Project Name: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page D-1
Project No.: ST2007.451
Rev. 1/12/2024
EXHIBIT “D”
SPECIAL CONDITIONS
Work within City's Right-of-Way. All work performed within City's Right-of-Way by Consultant
and Consultant’s subconsultants must comply with City of Chandler requirements.
Project Name: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
E-1
Project No.: ST2007.451
Rev. 1/12/2024
EXHIBIT “E”
SUBCONSULTANT DOCUMENTS WITH CONSULTANT
Any subconsultant assumptions, clarifications, exclusions, terms & conditions,
signature blocks, etc. included are strictly between the Consultant and their
subconsultants, and do not apply to the Agreement between the Consultant and
the City.
MakPro Services, LLC
2036 N. Gentry • Mesa, AZ 85213
Office: 480-890-1927
Email: teresa@makprosvc.com
July 18, 2023
Mr. Paul Young
Entellus, Inc.
3033 N. 44th Street, Suite 250
Phoenix, Arizona 85018
Dear Paul:
MakPro Services, LLC (MakPro) is pleased to provide the following proposal for public
outreach services for the City of Chandler’s Hamilton Street Improvements Project, Iris
Place to Appleby Road (ST2007.401), which will construct a new two-lane collector street
along Centre Pointe Parkway, Carob Drive, and Hamilton Street with curb, gutter, sidewalk,
streetlights, landscaping, drainage improvements, and associated utility improvements.
Public outreach is an important element in projects that directly impact nearby stakeholders
and provides a link between the project and the community it impacts.
There are a variety of public outreach tools which can be used to establish appropriate
communication with the effected stakeholders of a project. The services included in this
scope and fee are based on the information you provided for an estimated 11-month
construction schedule.
As part of the public outreach for this project, MakPro proposes to:
•
establish a 24-hour construction hotline for inquiries and maintain a call log.
•
develop a construction notification for nearby properties to inform them of the start of
construction and any information related to schedule and sequencing.
•
develop and distribute periodic e-update to stakeholders with project progress.
•
attend weekly progress meetings to identify community impacts and better understand
the construction sequencing/schedule.
The total cost for the public outreach services as identified above should not exceed
$12,600.00, as detailed in the proposed cost estimate which follows. This proposed cost
estimate assumes an hourly labor rate of $110 per hour and a $300/mo fee for the project
hotline.
Mr. Paul Young, Entellus, Inc.
July 18, 2023
Public Outreach Services for Hamilton Street Improvements Project Construction (ST2007.401)
Proposed Cost Estimate
Activity
Est
Hours
Fees
Reimb
Expenses
Total
Public Outreach Services:
Project Hotline (11 months @ $300)
$3,000
$3,000
Develop, print, and distribute one
construction notification and collect
contact info
10 hrs
$1,100
$1,100
Provide periodic e-updates (approx 15)
and respond to stakeholder inquiries or
issues
34 hrs
$3,740
$3,740
Progress meetings and project
administration (assumed to be “virtual”
attendance)
(Approx 40 weekly mtgs – 1 hr each)
40 hrs
$4,400
$4,400
Reimbursable Expenses (printing /
postage)
$360
$360
Total Public Outreach Services:
84 hrs
$12,240
$360
$12,600
Reimbursable expenses for this project have been estimated based on a distribution to
those near the construction activities. The estimated cost is based on a 2-up half-color
postcard. MakPro is not responsible for documenting existing property conditions, project
signage or traffic signage, or any direct doorhanger notifications related to service
disruptions. Progress or scheduled meetings have a one-hour minimum. This cost estimate
is based on efficiencies across tasks, so adjustments to one activity may require
adjustments to other activities. Changes of substance to this proposal during the project
may affect the final cost.
Thank you for the opportunity to work with you and the City of Chandler on this project.
Should you have questions or need additional information related to this proposal, please
feel free to contact me at (480) 890-1927.
Sincerely,
Teresa Makinen
Principal
July 17, 2023 - Revised July 20, 2023
Entellus, Inc
3033 N. 44th Street, Suite 250
Phoenix, Arizona 85018
Attention:
H. Paul Young, P.E.
Project Manager
Subject:
Proposal For Construction Engineering Services Rev. 1
Hamilton Street Improvements (ST2007)
Iris Place to Appleby Road
Chandler, Arizona
SAECO Proposal Number PC44.23.040
Fax: 480-659-5484
Smith & Annala Engineering Co. (SAECO) is pleased to provide this proposal for construction materials
testing services for the Hamilton Street Improvements Project. SAECO has developed this proposal
based upon our review of the plans and specifications for this project and our experience on similar
projects.
SAECO
SAECO was founded in 2011 by Michael E. Smith, P.E. and Michael S. Annala, R.G. The firm provides
geotechnical engineering, construction QA/QC, and environmental services to clients across the
Southwestern U.S. The firm is locally owned and operated and is headquartered in Tempe, Arizona.
Currently our staff consists of over 40 engineers, geologists, engineering technicians, and special
inspectors. We previously built a considerable presence in the industry as a startup during challenging
economic conditions because of our commitment to our safety culture and client service. We hope to
demonstrate these attributes for your company on this project.
SAECO maintains American Association of State Highway and Transportation Officials (AASHTO)
Materials Reference Laboratory (AMRL) and Cement and Concrete Reference Laboratory (CCRL)
accreditation. These programs require our quality system meet strict federal criteria and requires us to
undergo inspections which assess our personnel and our equipment relative to the criteria established
by AASHTO. The programs also require us to participate in a Proficiency Sample Program (PSP) which
allows us to conduct testing and provide results that are then compared to other accredited
laboratories across the United States.
saecosafe.com
Phone: 480-659-4101
Geotechnical
Environmental
Construction QA/QC
1
SAECO
5861 S. Kyrene Rd., Suite 5
Tempe, Arizona 85283
Proposal for Construction Engineering Services Rev. 1
Hamilton Street Improvements (ST2007) - Chandler, Arizona
SAECO Proposal No. PC44.23.040 - July 20, 2023
The Construction Engineering Department of SAECO has experience on hundreds of projects
performing Quality Assurance (QA) and/or Quality Control (QC) materials testing and inspection
services. Our staff can provide a wide range of construction engineering services including asphalt and
concrete mix designs; laboratory asphalt, soils, concrete, and aggregate evaluations; construction
management and safety related services; geosynthetic materials evaluation and inspection; ICC Special
Inspection; and, expert witness consulting on various construction, geotechnical, and/or construction
materials issues.
The company is also commited to the certification and continued development of our employees.
SAECO Construction Engineering personnel maintain certifications in a wide range of programs
including Arizona Training and Technical Institute (ATTI), American Concrete Institute (ACI),
International Code Council (ICC), National Institute of Certified Engineering Technicians (NICET), and the
Geosynthetic Institute.
The engineering and management personnel in the Construction Engineering Department of SAECO are
currently or have been involved in leadership roles within the American Society of Civil Engineers
(ASCE), Arizona Rock Products Association (ARPA), and Maricopa Association of Governments (MAG)
Specifications and Technical Committee. Additionally, Mr. Michael E. Smith, P.E. previously served as a
faculty associate at Arizona State University in the Del E. Webb School of Construction. Our
engineering and management personnel are actively involved in determining the future of the
construction engineering industry.
SAECO understands the project will consist of a new two-lane collector street along Centre Point
Parkway, Carob Drive, and Hamilton Street with curb, gutter, and sidewalks. Elements of the project
that will require construction materials testing include subgrade preparation, roadway paving, drainage
improvements, and various utilities. We understand that the project will take approximately 11
months to complete. We have estimated an average of 2 trips to the site per week for materials
testing. These trips will average 5 to 6 hours of on-site time per trip.
The attached proposal outlines our anticipated number of trips, hours and tests. Travel to and from
the site is approximately 1 hour from our office which will be billed in accordance with the rates shown
(travel time not included in the 5 to 6 hour estimate of on-site time per trip above). Additional trips,
hours, and tests will be invoiced in accordance with the rates shown in this proposal.
Project Information
Geotechnical
Environmental
Construction QA/QC
2
SAECO
5861 S. Kyrene Rd., Suite 5
Tempe, Arizona 85283
Proposal for Construction Engineering Services Rev. 1
Hamilton Street Improvements (ST2007) - Chandler, Arizona
SAECO Proposal No. PC44.23.040 - July 20, 2023
Miscellaneous Field Density Testing
11
Description
Quantity
Rate
Amount
Engineering Technician, per hour
340
68.00
$
23,120.00
$
Engineering Technician - OT/Standby, per hour
20
102.00
$
2,040.00
$
Mileage ( 60 trips )
3000
0.80
$
2,400.00
$
Proctor (ASTM D698 or ASTM D1557)
6
125.00
$
750.00
$
Sieve Analysis (ASTM C136/C117)
6
85.00
$
510.00
$
Plasticity Index (ASTM D4318)
6
75.00
$
450.00
$
Subtotal, Miscellaneous Field Density Testing
29,270.00
$
Description
Quantity
Rate
Amount
Engineering Technician, per hour
80
68.00
$
5,440.00
$
Engineering Technician - OT/Standby, per hour
40
102.00
$
4,080.00
$
Mileage ( 10 trips )
500
0.80
$
400.00
$
Laboratory Asphalt Density (AASHTO T-245 or T-312)
12
175.00
$
2,100.00
$
Max. Theoretical Specific Gravity (RICE, AASHTO T-209)
12
175.00
$
2,100.00
$
Asphalt Content and Gradation (AASHTO T-308)
12
175.00
$
2,100.00
$
Bulk Density of Asphalt Concrete Core
10
15.00
$
150.00
$
Subtotal, Asphalt Concrete Paving
16,370.00
$
SAECO will also perform coring of the pavement utilizing the Maricopa Association of Governments
(MAG) procedure described in MAG Section 321.14. Core specimens will be properly transported to
our laboratory in Tempe, Arizona for completion of in-place density testing in accordance with AASHTO
T-269.
Scope of Work and Fee Schedule
Soils and aggregate requiring laboratory testing will be sampled and delivered to our AMRL accredited
laboratory in Tempe, Arizona. Laboratory testing will include maximum density - optimum moisture
(proctor) determinations. Additional laboratory testing will include sieve analysis and plasticity index
for aggregate base course materials.
SAECO will provide an Engineering Technician to perform sampling (if necessary) and testing during the
placement of asphalt concrete in an attempt to evaluate the level of compaction achieved by the
contractor. Field density testing will include nuclear density (ARIZ 412b). Sampling (if necessary) will
be performed in accordance with ARIZ 104 or AASHTO T-168. Laboratory testing will include gyratory
bulk density or marshall density depending on the applicable mix design, maximum theoretical specific
gravity (RICE density), and asphalt content and gradation.
SAECO will provide an Engineering Technician to perform sampling (if necessary) and testing during the
placement of subgrade, utility trench backfill, and roadway aggregate base course in an attempt to
evaluate the level of compaction achieved by the contractor. Field testing will include both nuclear
density (ARIZ 235) and sandcone density (ARIZ 230).
Asphalt Concrete Paving
Geotechnical
Environmental
Construction QA/QC
3
SAECO
5861 S. Kyrene Rd., Suite 5
Tempe, Arizona 85283
Proposal for Construction Engineering Services Rev. 1
Hamilton Street Improvements (ST2007) - Chandler, Arizona
SAECO Proposal No. PC44.23.040 - July 20, 2023
Description
Quantity
Rate
Amount
Engineering Technician, per hour
20
68.00
$
1,360.00
$
Engineering Technician - OT/Standby, per hour
9
102.00
$
918.00
$
Mileage ( 10 trips )
500
0.80
$
400.00
$
Comp. Stength of Concrete Cylinders (Set of 4, ASTM C39)
15
100.00
$
1,500.00
$
Subtotal, Structural Concrete
4,178.00
$
Additional Items
Description
Quantity
Rate
Amount
Report Preparation & Dispatch, per hour
40
65.00
$
2,600.00
$
Project Manager, per hour
40
195.00
$
7,800.00
$
Professional Engineer, P.E., per hour
2
225.00
$
450.00
$
Daily Equipment Charge
80
45.00
$
3,600.00
$
Contingency
1
-
$
-
$
Subtotal, Additional Items
14,450.00
$
TOTAL ESTIMATED FEE
64,268.00
$
Based upon our review of the project requirements, we have estimated the number of trips below
based upon a sampling frequecy of 1 set of compressive strength specimens for each concrete
placement which exceeds 5 cubic yards. An additional set of compressive strength specimens will be
fabricated for each additional 50 cubic yards of structural concrete placed.
Our Engineering Technician will fabricate a set of concrete compressive strength specimens in
accordance with ASTM C31. Unless otherwise directed, our Engineering Technician will fabricate a set
of 4 test specimens. One specimen will be tested at 7-days, 2 specimens will be tested at 28-days, and
the fourth specimen will be utilized as a hold cylinder in the event the concrete does not make strength
at 28-days or additional evaluation is necessary. SAECO will transport the specimens to our central
laboratory for compressive strength testing. The specimens will be cured in accordance with ASTM C31
during both the initial and final curing. Laboratory compressive strength testing will be performed in
our CCRL accredited laboratory in Tempe, Arizona. ASTM C617 (capping) or ASTM C1231 (unbonded
caps) procedure will be followed.
Structural Concrete
SAECO will provide an Engineering Technician to perform sampling and testing during the placement of
concrete. Sampling of concrete will be performed in accordance with ASTM C172. After sampling the
temperature of the plastic concrete will be determined in accordance with ASTM C1064 and the slump
will be determined in accordance with ASTM C143. If required by the project specifications, or client
request, air content and/or yield will be determined in accordance with ASTM C138, ASTM C173, or
ASTM C231.
Geotechnical
Environmental
Construction QA/QC
4
SAECO
5861 S. Kyrene Rd., Suite 5
Tempe, Arizona 85283
Proposal for Construction Engineering Services Rev. 1
Hamilton Street Improvements (ST2007) - Chandler, Arizona
SAECO Proposal No. PC44.23.040 - July 20, 2023
ADDITIONAL PROVISIONS
attachment: Consulting Agreement
3) A 4-hour minimum charge applies for all of our services.
We are available to start work immediately. SAECO appreciates this opportunity to provide this
proposal. We have attached a Consulting Agreement which you can use to authorize us to begin work.
Should you find this proposal acceptable please sign and return this proposal which includes the
Consulting Agreement. We are available to discuss this proposal with you should have any questions.
1) Hourly rates shown are based upon a typical 5 day per week, 8 hour per day schedule. The
overtime rate applies for work more than 8 hours per day, weekends, and holidays.
2) Services are billed portal to portal from our office in Tempe, Arizona.
4) Services will be performed with appropriate notification. Schedule requests should be made by
emailing us at dispatch@saecosafe.com before 2 pm of the day prior to needing services.
Closing
Geotechnical
Environmental
Construction QA/QC
5
SAECO
5861 S. Kyrene Rd., Suite 5
Tempe, Arizona 85283
Smith & Annala Engineering Co. DBA SAECO
Entellus, Inc
PC44.23.040
SAECO Proposal No.
This CONSULTING AGREEMENT (the "Agreement") is entered into between Consultant and Company each together
sometimes referred to as the "Parties" and/or individually as a "Party". In consideration of the mutual covenants and
agreements set forth herein, the Parties agree as follows:
1. Engagement. The company herby retains Consultant to provide the services described in the above referenced SAECO
Proposal. Consultant shall devote reasonable time and his reasonable best efforts, skill, and attention to the performance
of such consulting services.
2. Term of Engagement. This Agreement shall commence as of the Effective Date and, unless terminated as set forth in
Section 8, continue through the completion of the work which should not be longer than 14 months. The term of this
Agreement as in effect from time to time shall be referred to as the "Term."
CONSULTING AGREEMENT
Consulting Agreement Date (the "Effective Date")
Between ("Consultant")
and (Company)
July 17, 2023 - Revised July 20, 2023
3. Compensation. During the Term of this Agreement, as compensation for all services rendered by the Consultant, the
Company shall pay fees to the Consultant in accordance with the above referenced proposal.
4. Taxes. Consultant shall be responsible for payment of all taxes arising out of Consultant's activities in accordance with
this Agreement.
5. Termination. Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party.
Except as otherwise provided herein, in the event of termination, Consultant shall be entitled to compensation until the
expiration of the stated notice period. Notwithstanding the foregoing, in the event of a violation by Consultant of any
term or condition, express or implied, of this Agreement or of any federal or state law or regulation pertaining to or
arising from Consultant's performance of services under this Agreement, the Company may, in its discretion, terminate
this Agreement immediately, without notice and in such event, Consultant shall only be entitled to compensation up to
the time of such violation.
6. Entire Agreement and Amendment. This Agreement embodies the entire agreement and understanding of the Parties
hereto in respect of the subject matter of this Agreement, and supersedes and replaces all prior agreements,
understandings and commitments with respect to such subject matter; provided, however, that this Agreement shall be
subject to the terms and conditions of the Confidentiality Agreement. This agreement may be amended only by a written
document signed by both Parties to this Agreement.
7. Limitation of Liability. The Consultant's liability for work performed under this contract shall be limited to $50,000.
Neither Company nor any third parties assume liability for damages to others which may arise solely on account of
Consultant's negligent acts, errors or omissions. As part of the consideration Consultant requires for provision of the
Services indicated herein, Company agrees that any claim for damages filed against Consultant by Company or any
contractor or subcontractor hired directly or indirectly by Company will be filed solely against Consultant or its successors
or assigns and that no individual person shall be made personally liable or liable for damages, in whole or in part.
8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Arizona.
6
COMPANY:
Entellus, Inc
By:
Name:
Title:
Date:
CONSULTANT:
Smith & Annala Engineering Co. (SAECO)
Consultant will be responsible for data, interpretations, and recommendations, but shall not be responsible for the
interpretation by others of the information developed.
IN WITNESS WHEREOF the Parties have executed this Agreement to be effective as of the Effective Date.
9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
10. lnvoice(s). Consultant will submit an invoice to the Company upon completion of the work or on a monthly basis
depending on project duration. Payment is due upon presentation of invoice and is past due thirty (30) days from invoice
date.
11. Standard of Care & Notification. Services performed by Consultant under this Consulting Agreement will be
conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession
currently practicing under similar conditions. No warranty express of implied is made.
Consultant agrees to notify Company when unanticipated hazardous materials or suspected hazardous materials are
encountered. Company agrees to make any disclosures required by law to the appropriate governing agencies.
Consulting Agreement (Cont.)
7
Project Name: HAMILTON STREET IMPROVEMENTS FROM IRIS PLACE TO APPLEBY ROAD
Page F-1
Project No.: ST2007.451
Rev. 1/24/2024
EXHIBIT “F”
FEDERAL REQUIREMENTS
N/A