5042 Agreement

City of Chandler — Regular Meeting (2026-02-26)

Extracted text (via pymupdf) 59114 characters

CoC Law Comments dated 2-11-26

City Clerk Document No.

City Council Meeting Date: February 26, 2026

CITY OF CHANDLER SERVICES AGREEMENT
PHASE 2 MUNICIPAL SEPARATE STORM SEWER SYSTEM (MS4) PERMIT POST-CONSTRUCTION
PROGRAM IMPLEMENTATION
CITY OF CHANDLER AGREEMENT NO. 5042

THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an
Arizona municipal corporation (City), and Hazen and Sawyer, D.P.C., a New York design professional
corporation (Contractor), (City and Contractor may individually be referred to as Party and
collectively referred to as Parties) and made

, 2026 (Effective Date).

RECITALS

A. City proposes to enter an agreement for Phase 2 Municipal Separate Storm Sewer System (MS4)
Permit post-construction program implementation as more fully described in Exhibit A, which is
attached to and made a part of this Agreement by this reference.

B. Contractor 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 contract with the Contractor 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 Contractor agree as follows:

SECTION I: DEFINITIONS

For purposes of this Agreement, the following definitions apply:
Agreement means the legal agreement executed between the City and the Contractor
City means the City of Chandler, Arizona
Contractor means the individual, partnership, or corporation named in the Agreement
Days means calendar days
May, Should means something that is not mandatory but permissible
Shall, Will, Must means a mandatory requirement
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SECTION II: CONTRACTOR’S SERVICES

Contractor must perform the services described in Exhibit A within the terms and conditions of this
Agreement and within the care and skill that a person who currently provides similar services in
Chandler, Arizona exercises under similar conditions on projects of similar size, scope, and
complexity (“Standard of Care”). All work or services furnished by Contractor under this Agreement
must be performed in a skilled manner.

SECTION III: PERIOD OF SERVICE

Contractor must perform the services described in Exhibit A for the term of this Agreement.

Following execution of this Agreement by City, the Contractor will immediately commence work and
will complete all services described within 365 days from the date the Contractor is notified to
proceed.

SECTION lV: PAYMENT OF COMPENSATION AND FEES

4.1 Unless amended in writing by the Parties, Contractor's compensation and fees as more fully
described in Exhibit B for performance of the services under this Agreement must not exceed
$190,000. Contractor must submit requests for payment for services performed 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
subcontractor’s or supplier’s actual requests for payment plus similar narrative and listing of their
work. 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 completed on the service during the
preceding month. All requests for payment must be submitted to the City for review and approval.
The City will make payment for services performed within 30 days of the City’s receipt of the request
for payment.

4.2 Applicable Taxes. The Contractor will pay all applicable taxes. The City is subject to all applicable
state and local transaction privilege taxes. To the extent any state and local transaction privilege
taxes apply to sales made under the terms of this Agreement, it is the responsibility of the
Contractor to collect and remit all applicable taxes to the proper taxing jurisdiction of authority.

4.3 Tax Indemnification. The Contractor and all subcontractors will pay all Federal, state, and local
taxes applicable to its operation and any persons employed by the Contractor. The Contractor will
and require all subcontractors to hold the City harmless from any responsibility for taxes, damages,
and interest, if applicable, contributions required under Federal, state, and local laws and
regulations and any other costs including transaction privilege taxes, unemployment compensation
insurance, Social Security, and Worker’s Compensation.

4.4 All prices offered herein shall be firm against any increase for the initial term of the Agreement.
Prior to commencement of subsequent renewal terms, the City may approve a fully documented
request for a price adjustment. The City shall determine whether any requested price increases for
extension terms is acceptable to the City. If the City approves the price increase, the price shall
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remain firm for the renewal term for which it was requested. If a price increase is agreed upon by
the Parties a written Agreement Amendment shall be approved and executed by the Parties.

SECTION V: GENERAL CONDITIONS

5.1 Records/Audit. Records of the Contractor's direct personnel payroll, reimbursable expenses
pertaining to this Agreement and records of accounts between the City and Contractor must be
kept on the basis of generally accepted accounting principles and must be made available to the
City and its auditors for up to three years following the City’s final acceptance of the services under
this Agreement. The City, its authorized representative, or any federal agency, reserves the right to
audit Contractor's records to verify the accuracy and appropriateness of all cost and pricing data,
including data used to negotiate this Agreement and any amendments. The City reserves the right
to decrease the total amount of Agreement price or payments made under this Agreement or
request reimbursement from the Contractor following final contract payment on this Agreement if,
upon audit of the Contractor's records, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data. The Contractor will include a similar provision in all
of its contracts with subcontractors providing services under the Agreement Documents to ensure
that the City, its authorized representative, or the appropriate federal agency, has access to the
subcontractors’ records to verify the accuracy of all cost and pricing data. . If a subcontractor refuses
to allow the City to audit its records, the Contractor shall use commercially reasonable efforts to
obtain subcontractor compliance within thirty (30) days of receiving notice from the City of such
refusal. If the Contractor has included the required audit provision in the subcontractor agreement
and has used commercially reasonable efforts to obtain compliance but the subcontractor
continues to refuse, the City’s sole remedy shall be limited to a reduction in payments not to exceed
the value of work performed by the non-compliant subcontractor under this Agreement. If,
following an audit of this Agreement, the audit discloses the Contractor has provided false,
misleading, or inaccurate cost and pricing data, and the cost discrepancies exceed 1% of the total
Agreement billings, the Contractor will be liable for reimbursement of the reasonable, actual cost
of the audit.

5.2 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 the
City. However, before any modified work is started, a written amendment must be approved and
executed by the City and the Contractor. Such amendment must not be effective until approved by
the City and the Contractor. Additions to, modifications, or deletions from this Agreement as
provided herein may be made, and the compensation to be paid to the Contractor may accordingly
be adjusted by mutual agreement of the Parties. It is distinctly understood and agreed that no claim
for extra work done or materials furnished by the Contractor will be allowed by the City except as
provided herein, nor must the Contractor 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
the Contractor without prior written authorization will be at Contractor's own risk, cost, and
expense, and Contractor hereby agrees that without written authorization Contractor will make no
claim for compensation for such work or materials furnished.

5.3 Termination for Convenience. The City and the Contractor hereby agree to the full
performance of the covenants contained herein, except that the City reserves the right, at its
discretion and without cause, to terminate or abandon any service provided for in this
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Agreement, or abandon any portion of the Project for which services have been performed by
the Contractor. In the event the City abandons or suspends the services, or any part of the
services as provided in this Agreement, the City will notify the Contractor in writing at least ten
(10) days before the date of termination, abandonment, or suspension and immediately after
receiving such notice, the Contractor must discontinue advancing the work specified under this
Agreement. Upon such termination, abandonment, or suspension, the Contractor must deliver
to the City all drawings, plans, specifications, special provisions, estimates and other work
entirely or partially completed, together with all unused materials supplied by the City.
Contractor shall not be liable for the City’s or any third party’s use of unfinished or partially
completed work. The Contractor must appraise the work Contractor has completed and submit
Contractor's appraisal to the City for evaluation. The City may inspect the Contractor's work to
appraise the work completed. The Contractor will receive compensation in full for services
performed to the date of such termination, abandonment, or suspension. The fee shall be paid
in accordance with Section IV of this Agreement, and as mutually agreed upon by the
Contractor and the 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 payment exceed the payment set forth in this Agreement nor as amended in
accordance with Alteration in Character of Work. The City will make the final payment within
60 days after the Contractor has delivered the last of the partially completed items and the
Parties agree on the final payment. If the 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.
5.4 Termination for Cause. Either Party may terminate this Agreement for Cause upon at least ten
(10) days written notice and the occurrence of any one or more of the following events: in the event
that (a) the other Party fails to perform pursuant to the terms of this Agreement, (b) the other Party
is adjudged a bankrupt or insolvent, (c) the other Party makes a general assignment for the benefit
of creditors, (d) a trustee or receiver is appointed for the other Party or for any of other Party’s
property (e) the other Party files a petition to take advantage of any debtor's act, or to reorganize
under the bankruptcy or similar laws, (f) the other Party disregards laws, ordinances, rules,
regulations or orders of any public body having jurisdiction, or (g) the other Party fails to cure default
within the time requested. Where Agreement has been so terminated, the termination will not affect
any rights of the terminating Party then existing or which may thereafter accrue, and the Contractor
will receive compensation in full for services performed to the date of such termination.

5.5 Indemnification. The Contractor (lndemnitor) must indemnify, defend, save and hold
harmless the 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
the Contractor or any of its owners, officers, directors, agents, employees, or subcontractors 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 the Contractor to
conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree.
The Contractor must indemnify lndemnitee from and against any and all Claims, except those
arising solely from lndemnitee's own negligent or willful acts or omissions. The Contractor is
responsible for primary loss investigation, defense and judgment costs where this
indemnification applies. In consideration of the award of this Agreement, the Contractor agrees
to waive all rights of subrogation against lndemnitee for losses arising from or related to this
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Agreement. The obligations of the Contractor under this provision survive the termination or
expiration of this Agreement.

5.6 Insurance Requirements. Contractor 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 Contractor and its agents,
representatives, employees, and subcontractors. Contractor and any subcontractors 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. The City in no way warrants that the minimum limits stated in Exhibit C are
sufficient to protect the Contractor from liabilities that might arise out of the performance of
the work under this Agreement by the Contractor, the Contractor’s agents, representatives,
employees, or subcontractors. Contractor is free to purchase such additional insurance as may
be determined necessary.

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

5.8 Notices. Unless otherwise provided, notice 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 date notice is sent if
by electronic mail, or (c) 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:

For the City
For the Contractor
Name: Christina Pryor Name: Rebecca Sydnor, PE
Title: Procurement and Supply Senior Manager Title: Project Manager
Address: 175 S. Arizona Ave., 3rd Floor Address: 1626 W. Litchfield Rd., Ste. 330
Chandler, AZ 85225 Goodyear, AZ 85395
Phone: 480-782-2403 Phone: 623-628-7232
Email: christina.pryor@chandleraz.gov Email: rsydnor@hazenandsawyer.com

5.9 Successors and Assigns. City and Contractor 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 the City nor the Contractor 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 the City.

5.10 Disputes. In any dispute arising out of an interpretation of this Agreement or the duties
required not disposed of by agreement between the Contractor and the City, the Parties shall
first attempt to resolve the dispute through good faith negotiations for a period of thirty (30)
days following written notice of the dispute. If the dispute is not resolved through negotiations,
either Party may pursue litigation in the courts located in Maricopa County, Arizona.

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5.11 Completeness and Accuracy of Contractor's Work. The Contractor must be responsible for
the completeness and accuracy of Contractor's services, data, and other work prepared or
compiled under Contractor's obligation under this Agreement and must correct, at Contractor's
expense, all willful or negligent errors, omissions, or acts of Contractor that may be discovered.
The fact that the City has accepted or approved the Contractor's work will in no way relieve the
Contractor of any of Contractor's responsibilities.

5.12 Withholding Payment. The City reserves the right to withhold funds from the Contractor's
payments up to the amount equal to the claims the City may have against the Contractor 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 the City under the provisions of Section 38-511, Arizona Revised Statutes
(A.R.S.).

5.14 Independent Contractor. For this Agreement the Contractor constitutes an independent
contractor. Any provisions in this Agreement that may appear to give the City the right to direct
the Contractor as to the details of accomplishing the work or to exercise a measure of control
over the work means that the Contractor must follow the wishes of the 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, the Contractor must
assign to the City the key personnel that will be involved in performing services prescribed in
the Agreement. The City may acknowledge its acceptance of such personnel to perform
services under this Agreement. At any time hereafter that the Contractor desires to change key
personnel while performing under the Agreement, the Contractor must submit the
qualifications of the new personnel to the City for prior approval. The Contractor will maintain
an adequate and competent staff of qualified persons, as may be determined by the City,
throughout the performance of this Agreement to ensure acceptable and timely completion of
the Scope of Services. If the City objects, with reasonable cause, to any of the Contractor's staff,
the Contractor must take prompt corrective action acceptable to the City and, if required,
remove such personnel from the Project and replace with new personnel agreed to by the City.

5.16 Subcontractors. Prior to beginning the work, the Contractor must furnish the City for
approval the names of subcontractors to be used under this Agreement. Any subsequent
changes are subject to the City’s written prior approval.

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 Laws. Contractor understands, acknowledges, and agrees to comply with
the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986 and the
Drug Free Workplace Act of 1989. All services performed by Contractor must also comply with
all applicable City of Chandler codes, ordinances, and requirements. Contractor agrees to
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permit the City to verify Contractor’s compliance.

5.19 No Israel Boycott. By entering into this Agreement, Contractor certifies that Contractor 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 the City from awarding a contract
to any contractor who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A).
Therefore, Contractor agrees Contractor and each subcontractor 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
Contractor’s or subcontractor’s employee who provides services under this Agreement to
ensure that the Contractor and subcontractors comply with the warranty under this provision.

5.21 Lawful Presence Requirement. A.R.S. §§ 1-501 and 1-502 prohibit the City from awarding
a contract 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 contract award. This requirement does not apply
to business organizations such as corporations, partnerships, or limited liability companies.

5.22 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.

5.23 Covenant Against Contingent Fees. Contractor 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
Contractor’s firm. For breach or violation of this warrant, the 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.

5.24 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.

5.25 Disclosure of Information Adverse to the City’s Interests. To evaluate and avoid potential
conflicts of interest, the Contractor must provide written notice to the City, as set forth in this
Section, of any work or services performed by the Contractor for third parties that may involve
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or be associated with any real property or personal property owned or leased by the City. Such
notice must be given seven business days prior to commencement of the services by the
Contractor for a third party, or seven business days prior to an adverse action as defined below.
Written notice and disclosure must be sent to the City’s Purchasing and Materials Manager. 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 the City; or (b) testifying or providing evidence on behalf
of any person in connection with an administrative or judicial action against the City; or (c) using
data to produce income for the Contractor or its employees independently of performing the
services under this Agreement, without the prior written consent of the City. Contractor
represents that except for those persons, entities, and projects identified to the City, the
services performed by the Contractor 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 the City’s
interests. Contractor'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.

5.26 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 the Contractor or its subcontractors in the performance of this
Agreement. The Parties agree that, except to the extent the data includes Contractor IP (defined
below), all data, regardless of form, including originals, images, and reproductions, prepared by,
obtained by, or transmitted to the Contractor or its subcontractors in connection with the
Contractor's or its subcontractor’s performance of this Agreement is confidential and proprietary
information belonging to the City. Except as specifically provided in this Agreement, Contractor or
its subcontractors must not divulge data to any third party without the City’s prior written consent.
Contractor or its subcontractors 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 the Contractor or its subcontractors have first given the required notice to the City: (a)
data which was known to the Contractor or its subcontractors prior to its performance under this
Agreement unless such data was acquired in connection with work performed for the City; or (b)
data which was acquired by the Contractor or its subcontractors in its performance under this
Agreement and which was disclosed to the Contractor or its subcontractors by a third party, who to
the best of the Contractor's or its subcontractors knowledge and belief, had the legal right to make
such disclosure and the Contractor or its subcontractors 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 the Contractor or its subcontractors are subject. In the event the Contractor or its
subcontractors are required or requested to disclose data to a third party, or any other information
to which the Contractor or its subcontractors became privy as a result of any other contract with
the City, the Contractor must first notify the City as set forth in this Section of the request or demand
for the data. The Contractor or its subcontractors must give the City sufficient facts so that the City
can be given an opportunity to first give its consent or take such action that the City may deem
appropriate to protect such data or other information from disclosure. Unless prohibited by law,
within ten calendar days after completion or termination of services under this Agreement, the
Contractor or its subcontractors must promptly deliver, as set forth in this Section, a copy of all data
to the City. All data must continue to be subject to the confidentiality agreements of this Agreement.
Contractor or its subcontractors assume all liability to maintain the confidentiality of the data in its
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possession and agrees to compensate the City if any of the provisions of this Section are violated
by the Contractor, its employees, agents or subcontractors. 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. Contractor agrees that the requirements of this Section must
be incorporated into all subcontracts entered into by Contractor under this Agreement. A violation
of this Section may result in immediate termination of this Agreement without notice. Contractor
retains ownership of its pre-existing intellectual property, methodologies, and tools, and grants the
City a non-exclusive, royalty-free license to use such pre-existing materials solely to the extent
necessary for the City to use the deliverables for the purposes contemplated by this Agreement.
Contractor retains all rights to any general knowledge, skills, experience, and non-client-specific
templates or code developed during the performance of the services under this Agreement.
“Contractor IP” means the intellectual property, and derivatives thereof: (a) Contractor
developed, acquired and/or owned prior to the Effective Date; (b) Contractor created separate
from this Agreement; (c) Contractor created pursuant to suggestions or other feedback from
the City and/or third parties of the City; and (d) in the tools, programs, templates, dashboards,
models, scripts, software or other systems used or created by Contractor hereunder. For
purposes of this Section 5.26, intellectual property includes all proprietary rights, whether
registered or unregistered, including patents, copyrights, trademarks, trade secrets, know-how,
software, data, and similar rights worldwide.

5.27 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 Contractor and any of its subcontractors. At a
minimum, Contractor 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 Contractor or its
subcontractors in connection with this Agreement is believed to have been compromised,
Contractor or its subcontractors must immediately notify the City contact. Contractor agrees
to reimburse the City for any reasonable costs incurred by the City to investigate potential
breaches of this data and, where applicable, the cost of notifying individuals who may be
impacted by the breach. Contractor agrees that the requirements of this Section must be
incorporated into all subcontracts entered into by Contractor under this Agreement. 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 Contractor or its subcontractors under this
Section must survive the termination of this Agreement.

5.28 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.

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5.29 Survival. All warranties, representations, and indemnifications by the Contractor must
survive the completion or termination of this Agreement.

5.30 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.

5.31 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.

5.32 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.

5.33 Time is of the Essence. Time of each of the terms, covenants, and conditions of this
Agreement is hereby expressly made of the essence.

5.34 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 the 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.

5.35 Reserved.

5.36 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights
or benefits in the Agreement to anyone other than the City and the Contractor, and all duties
and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of City and the Contractor and not for the benefit of any other party.

5.37 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 the Exhibits, the provisions
in this Agreement prevail.

5.38 Document/Information Release. Documents and materials released to the Contractor,
which are identified by the City as sensitive and confidential, are the City’s property. The
document/material must be issued by and returned to the City upon completion of the services
under this Agreement. Contractor’s secondary distribution, disclosure, copying, or duplication
in any manner is prohibited without the 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.

5.39 Exhibits. The following exhibits are made a part of this Agreement and are incorporated
by reference:
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Exhibit A - Project Description/Scope of Services
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions

5.40 Special Conditions. As part of the services Contractor provides under this Agreement,
Contractor 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.

5.41 Cooperative Use of Agreement. In addition to the City of Chandler and with approval of
the Contractor, 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 and/or procurement rules and regulations of the
respective political entity.

If required to provide services on a school district property at least five times during a month,
the Contractor will submit a full set of fingerprints to the school of each person or employee
who may provide such service. The District will conduct a fingerprint check in accordance with
A.R.S. 41-1750 and Public Law 92-544 of all Contractors, subcontractors or vendors and their
employees for which fingerprints are submitted to the District. Additionally, the Contractor will
comply with the governing body fingerprinting policies of each individual school district/public
entity. The Contractor, sub-contractors, vendors and their employees will not provide services
on school district properties until authorized by the District.

Orders placed by other agencies and payment thereof will be the sole responsibility of that
agency. The City will not be responsible for any disputes arising out of transactions made by
other agencies who utilize this Agreement.

5.42 Reserved.

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

5.44 Warranties. If the City discovers any services that fail to meet the Standard of Care within
one (1) year following completion of such services, the City shall provide Contractor with written
notice specifying the alleged deficiency. Upon receipt of such notice, Contractor shall have
thirty (30) days to cure the deficiency by re-performing the non-conforming services at
Contractor’s sole cost and expense.

5.45 Emergency Purchases. City reserves the rights to purchase from other sources those
items, which are required on an emergency basis and cannot be supplied immediately by the
Contractor.

5.46 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of
Chandler. The City reserves the right to obtain like goods or services from another source when
necessary.
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12
5.47 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 expenditure. The City does not
represent that this budget item will be actually adopted. This determination is solely made by the
City Council at the time Council adopts the budget. This Agreement shall be in full force and effect
only when it has been approved and executed by the duly authorized City officials.
FOR THE CITY
FOR THE CONTRACTOR
By: _________________________________________
By: _________________________________________
Its: Mayor
Its: _________________________________________
APPROVED AS TO FORM:
By: _________________________________________
City Attorney
ATTEST:
By: _________________________________________
City Clerk
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Vice President

EXHIBIT A
SCOPE OF SERVICES

Task 1 – Project Management
The Consultant will provide project management services to ensure the successful completion of all tasks
within scope, schedule, and budget. Activities will include developing and submitting monthly invoices,
maintaining a detailed project schedule to track progress and milestones, and implementing quality control
measures to ensure all deliverables meet the city’s expectations and applicable regulatory requirements.

Task 2 – Analyze Post Construction Program
This task will include analysis of the city’s existing post-construction program, facilitated through up to four
meetings and interviews with city staff and key internal stakeholders. The Consultant will assess the city’s
MS4 regulatory needs and overall program performance, identify data gaps, and provide
recommendations to enhance compliance, effectiveness, and long-term sustainability of post-construction
stormwater management efforts.

Deliverables:
•
Task summary memo.

Assumptions:
•
The city will provide existing post‑construction program documents, records, and relevant MS4
materials needed for review.
•
Up to four meetings (one in-person and three virtual), each up to 1 hour in duration, with staff and
stakeholders will be scheduled and attended within the agreed project timeline.
•
The assessment will focus on program‑level needs and gaps, not detailed engineering design or
legal interpretation.
•
Recommendations will be based on available information and are intended to guide practical,
implementable program improvements.

Task 3 – Create Guidance Manual
As part of this task, the Consultant will prepare a comprehensive Post‑Construction Guidance Manual that
clearly outlines the City’s procedures, roles, and expectations for complying with post‑construction
stormwater requirements. The document will include workflows for data management, municipal
inspections, long‑term maintenance oversight, and coordination with owners of privately‑owned
stormwater infrastructure. Development of the Manual will be an iterative process supported by up to four
meetings with city staff to discuss current practices, evaluate workflow options, and review and refine draft
content to ensure the final document is practical, consistent with MS4 requirements, and aligned with the
city’s operational needs.

Deliverables:
•
Draft table of contents
•
Draft and final Guidance Manual

Assumptions:
•
The city will provide all existing post construction procedures, inspection forms, and data
management materials needed to inform workflow development.
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•
Up to four meetings (one in-person and three virtual), each up to 1 hour in duration, with staff will
be scheduled within the project timeline, with feedback provided on draft workflows and document
sections within 2 weeks of receipt.
•
Guidance development will focus on program-level processes and roles, not detailed engineering,
standards, or ordinance revisions.
•
Recommendations and workflows will be based on information supplied by the city and will not
require new field data collection, unless separately scoped.
•
Guidance Manual is anticipated to be up to 20 pages in length and will be submitted electronically.
•
City will provide one round of consolidated comments on the draft Guidance Manual.
•
If needed, the city will perform all direct coordination with private stormwater infrastructure owners.

Task 4 – Funding Assessment
This task will involve conducting a comprehensive assessment of the city’s stormwater program costs and
evaluating potential long‑term funding mechanisms to support program sustainability. The effort will
include four coordination meetings and two interactive workshops to review financial analyses, GIS‑based
assessments, and comparative approaches used by similar communities. Findings and recommendations
will be summarized in a concise memo and presented to city staff and stakeholders in a final presentation
to help guide future funding and program‑planning decisions.

Deliverables:
•
Draft and final Technical Memo summarizing task findings.
•
Draft and final presentation of task findings.

Assumptions
•
The city will provide existing budget information, staffing levels, asset inventories, and GIS data
needed to support the financial and program assessments.
•
Workshops (two in person) and meetings (four virtual), each up to 1 hour in duration, will be
scheduled within the project timeline, with feedback provided on draft analyses and
recommendations within 2 weeks of receipt.
•
The assessment will focus on evaluating funding options and program needs, not developing or
implementing a specific funding structure.
•
Task does not include development of capital improvement projects or detailed planning.
•
City will provide one round of consolidated comments on the draft Technical Memo.

Task 5 – Field Support
This task aims to strengthen the city’s stormwater data collection and management processes by providing
targeted field support and practical tools that improve consistency, accuracy, and efficiency. The
Consultant will identify and evaluate the data collection methods, software, and tools currently used by
city staff; develop a standardized field form that captures essential inspection and asset information in a
clear, user‑friendly format; and convert forms into digital versions compatible with the city’s preferred
platforms. Digitized forms will be designed to support real‑time data entry, reduce manual transcription,
and integrate smoothly with existing databases or GIS systems, ultimately improving the city’s ability to
track stormwater infrastructure conditions, maintenance needs, and long‑term program performance.

Deliverables:
•
Digital field form
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•
Draft and final Technical Memo summarizing task findings.

Assumptions
•
The city will provide access to existing field procedures, data systems, and any tools currently used
for stormwater inspections.
•
Staff will be available to review draft field forms and provide timely feedback needed to finalize both
the paper and digital versions.
•
Digitization will be limited to integrating the form with the city’s existing platforms and will not
include development of new software or major system upgrades.
•
City will provide one round of consolidated comments on the draft Technical Memo.
•
City will perform all data and program hosting and will provide the Consultant with sufficient access
to the software to develop the field form.

Task 6 – Contingency
This task provides optional, as-needed support to address unforeseen needs or emerging priorities related
to the city’s stormwater program. Activities may include supplemental analysis, additional meetings, limited
document revisions, or other minor efforts necessary to maintain project continuity and successful
completion of the overall scope. Scope, fee, and deliverables to be confirmed with the city prior to initiating
any work under this task.

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EXHIBIT B
COMPENSATION AND FEES

Fees are inclusive of the services described in the Scope of Services.

Task
Project
Director
Project
Manager
QC
Reviewer
Senior GIS
Associate
Engineer
Admin
Labor
Total
Expenses
Task Total
Rate
$265
$250
$240
$190
$150
$90

Task 1 –
Project
Management
4
40
0
0
10
2
$12,740
$100
$12,840
Task 2 –
Analyze Post
Construction
Program
2
20
10
8
140
8
$31,170
$100
$31,270
Task 3 –
Create
Guidance
Manual
2
50
8
60
200
18
$57,970
$100
$58,070
Task 4 –
Stormwater
Funding
Assessment
2
60
12
20
140
16
$44,650
$200
$44,850
Task 5 – Field
Support
2
18
8
50
80
18
$30,070
$0
$30,070
Task 6 –
Contingency

$10,000

$10,000
Total
12
188
38
138
570
62
$186,600
$500
$187,100

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EXHIBIT C
INSURANCE
INSURANCE

General.

A.
At the same time as execution of this Agreement, the Contractor shall furnish the 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 shall not be deemed to apply to required Workers’
Compensation coverage.

B.
The Contractor and any of its subcontractors shall 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.

C.
The insurance requirements set forth below are minimum requirements for this Agreement
and in no way limit the indemnity covenants contained in this Agreement.

D.
The City in no way warrants that the minimum insurance limits contained in this Agreement
are sufficient to protect Contractor from liabilities that might arise out of the performance
of the Agreement services under this Agreement by Contractor, its agents, representatives,
employees, subcontractors, and the Contractor is free to purchase any additional insurance
as may be determined necessary.

E.
Failure to demand evidence of full compliance with the insurance requirements in this
Agreement or failure to identify any insurance deficiency will not relieve the Contractor 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.

F.
Use of Subcontractors: If any work is subcontracted in any way, the Contractor shall execute
a written contract with Subcontractor containing the same Indemnification Clause and
Insurance Requirements as the City requires of the Contractor in this Agreement. The
Contractor is responsible for executing the Agreement with the Subcontractor and obtaining
Certificates of Insurance and verifying the insurance requirements.

Minimum Scope and Limits of Insurance. The Contractor shall provide coverage with limits of liability not
less than those stated below.

A.
Commercial General Liability-Occurrence Form. Contractor 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
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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.

B.
Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Contractor must maintain Business/Automobile Liability insurance with a
limit of $1,000,000 each accident on Contractor owned, hired, and non-owned vehicles
assigned to or used in the performance of the Contractor’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.

C.
Workers Compensation and Employers Liability Insurance: Contractor must maintain Workers
Compensation insurance to cover obligations imposed by federal and state statutes having
jurisdiction of Contractor 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.

D.
Professional Liability. If the Agreement is the subject of any professional services or work
performed by the Contractor, or if the Contractor engages in any professional services or
work adjunct or residual to performing the work under this Agreement, the Contractor must
maintain Professional Liability insurance covering errors and omissions arising out of the
work or services performed by the Contractor, or anyone employed by the Contractor, or
anyone whose acts, mistakes, errors and omissions the Contractor 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 three
years past completion and acceptance of the work or services, and the Contractor, 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 three
year period.

Additional Policy Provisions Required.

A. Self-Insured Retentions or Deductibles. Any self-insured retentions and deductibles must be
declared and approved by the City. If not approved, the City may require that the insurer reduce
or eliminate any deductible or self-insured retentions with respect to the City, its officers,
officials, agents, employees, and volunteers.

1. The Contractor’s insurance must contain broad form contractual liability coverage.

2. The Contractor's insurance coverage must be primary insurance with respect to the City,
its officers, officials, agents, and employees. Any insurance or self-insurance maintained
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by the City, its officers, officials, agents, and employees shall be in excess of the coverage
provided by the Contractor and must not contribute to it.

3. The Contractor'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.

4. Coverage provided by the Contractor must not be limited to the liability assumed under
the indemnification provisions of this Agreement.

5. The policies must contain a severability of interest clause and waiver of subrogation
against the City, its officers, officials, agents, and employees, for losses arising from Work
performed by the Contractor for the City.

6. The Contractor, its successors and or assigns, are required to maintain Commercial
General Liability insurance as specified in this Agreement for a minimum period of three
years following completion and acceptance of the Work. The Contractor must submit a
Certificate of Insurance evidencing Commercial General Liability insurance during this
three-year period containing all the Agreement insurance requirements, including
naming the City of Chandler, its agents, representatives, officers, directors, officials and
employees as Additional Insured as required.

7. If a Certificate of Insurance is submitted as verification of coverage, the 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.

B.
Insurance Cancellation During Term of Contract/Agreement.
1. If any of the required policies expire during the life of this Contract/Agreement, the
Contractor must forward renewal or replacement Certificates to the City within ten days
after the renewal date containing all the required insurance provisions.
2. Each insurance policy required by the insurance provisions of this Contract/Agreement
shall provide the required coverage and shall not be suspended, voided or canceled
except after 30 days prior written notice has been given to the City, except when
cancellation is for non-payment of premium, then ten days prior notice may be given.
Such notice shall 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, the Contractor or its insurance broker shall notify
the City of any cancellation, suspension, non-renewal of any insurance within seven days
of receipt of insurers’ notification to that effect.

A.
City as Additional Insured. The policies are to contain, or be endorsed to contain, the
following provisions:

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1. The Commercial General Liability and Automobile Liability policies are to contain, or be
endorsed to contain, the following provisions: The City, its officers, officials, agents, and
employees are additional insureds with respect to liability arising out of activities
performed by, or on behalf of, the Contractor including the City's general supervision of
the Contractor; Products and Completed operations of the Contractor; and automobiles
owned, leased, hired, or borrowed by the Contractor.

2. The City, its officers, officials, agentsand employees must be additional insureds to the
full limits of liability purchased by the Contractor even if those limits of liability are in
excess of those required by this Agreement.

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EXHIBIT D
SPECIAL CONDITIONS

NONE

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