DRAFT_OF_STANDARD_PROFESSIONAL_SERVICES_AGREEMENT.pdf

PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF KINGMAN AND

THIS AGREEMENT (“Agreement”) is made and entered into this day of , 2024, between the City of Kingman, an Arizona municipal corporation (the “CITY”) and , hereinafter called “CONSULTANT”.

WITNESSETH

WHEREAS, the CITY wishes to engage the services of a firm qualified to perform a market feasibility study for a sporting/event/recreation facility;

WHEREAS, CONSULTANT submitted a Detailed Scope of Services dated , attached hereto and made a part of hereof as Exhibit A, offering to perform professional auditing services;

and, WHEREAS, CONSULTANT is qualified to perform those services necessary to successfully complete the market feasibility study, as required;

NOW, THEREFORE, it is mutually agreed as follows:

I. CONSULTANT Duties.

CONSULTANT shall provide all labor, materials and equipment and complete all tasks necessary for the completion of the market feasibility study as outlined in Exhibit A.

II. CITY Duties.

The CITY agrees to provide information and make payment for the work covered under this Agreement in accordance with the following:

A. CITY agrees to pay CONSULTANT for the services provide to perform a market feasibility study.

B. Cost of Other Services. Parties agree to determine the price of any other services permitted under this Agreement prior to commencement of services.

III. GENERAL CONDITIONS

A. Term of the Agreement. The initial term of the Agreement will be for . By mutual written agreement of the party’s representatives identified herein, this Agreement may be extended in one-year additional terms.

B. Termination and Amendments to the Agreement.

1. Termination. Either party may terminate this Agreement for any reason by providing written notice at least 90 days prior to the effective date of the termination. Termination by mutual Agreement may be made at any time.

2. Amendments to the Agreement. Any changes in the scope of work or identification of additional projects and services will become part of this Agreement as an attachment and subject to the terms and conditions included within this Agreement.

a. Amendments to the work to be performed that do not affect the amount of compensation may be made by mutual consent of the representatives.

b. Any other amendment may be made under the provisions of the Purchasing Policy of the Kingman City Code.

c. This Agreement may be canceled in accordance with A.R.S. Title 38, Chapter 3, Article

8, Section 38-511.

C. Personnel. CONSULTANT represents that it has or will secure at its expense, all personnel required in performing the services under this Agreement. Such personnel shall not be employees of or have contractual relationship with the CITY. All personnel engaged in the work shall be fully qualified and shall be authorized or permitted under State and Local law to perform such services.

D. Assignability. Neither party shall assign, subcontract or transfer their interests, rights or obligations in this Agreement without prior written consent of the other party.

E. Records and Audits (Maintenance and Retention). CONSULTANT shall maintain accounts and records adequate to identify and account for all costs pertaining to this Agreement. Said records shall be made available for inspection at CONSULTANT’s offices during normal business hours, upon request, to the CITY and any other body authorized in writing by the

CITY.

F. Accuracy of Work. The CONSULTANT shall be responsible for the accuracy of the work and shall promptly make all necessary revisions or corrections resulting from errors and omissions on the part of the CONSULTANT without additional compensation. CONSULTANT shall notify the City when errors and omissions occur, and of any resulting possibility of missing a contract completion deadline. Acceptance of the work by the City will not relieve the CONSULTANT of the responsibility for subsequent correction of any such errors and the clarification of any ambiguities.

G. Conflict or Dispute. In the event of a conflict or dispute as to the performance, interpretation or implementation of this Agreement, either party shall have the right to submit the conflict or dispute to mediation in accordance with the rules of American Arbitration Association then in effect. Any disputes arising from this Agreement in any way and involving an amount of less than $50,000 shall be settled by arbitration.

H. Standard of Care – Professional Services. Subject to limitations inherent in the agreed scope of work as to the degree of care, amount of time and expenses to be incurred, and subject to any other limitations contained in this Agreement, CONSULTANT shall perform its services in accordance with generally accepted auditing standards. CONSULTANT does not expressly or impliedly warrant or guarantee its services.

I. Subject to Annual Appropriation. Continuation of this Agreement is subject to annual appropriation by the Common Council. In the event that appropriations are not made, CITY may terminate the Agreement as provided for in this Agreement.

J. Designated Representatives. For purposes of monitoring and amending this Agreement, parties agree that the CITY will be represented by the Financial Services Director and CONSULTANT will be represented by .

K. Separability. In the event any term or provision of this Agreement is held to be invalid and unenforceable, the validity of the other provisions shall not be affected, and this Agreement shall be construed and enforced as if it did not contain the particular term or provision that is invalid or unenforceable.

L. Completion of Time. The CONSULTANT shall complete the work per the schedule outlined in

Exhibit A.

M. Insurance Requirements and Indemnification. Insurance Requirements and Indemnity Clause:

i. CONSULTANT warrants that, at its own expense, it shall procure and maintain the following minimum insurance coverage for the duration of the contract with companies duly licensed to do business in the State of Arizona, possessing a current A.M. Best, Inc.

Rating of A- or better. All liability policies shall be written on an occurrence basis form. In the event any insurance policy(ies) required by the Contract is(are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of the CONSULTANT’s work or services.

ii. The CONSULTANT’s insurance shall be primary insurance, and any insurance or self-insurance maintained by the City shall not contribute to it.

iii. The CONSULTANT shall be solely responsible for deductibles and/or self-insured retention.

iv. The City reserves the right to request and to receive, within 10 working days, certified copies of any or all of the required insurance policies and/or endorsements. The City shall not be obligated, however, to review same or to advise CONSULTANT of any deficiencies in such policies and endorsements, and such receipt shall not relieve the CONSULTANT from, or be deemed a waiver of, the City’s right to insist on strict fulfillment of the CONSULTANT’s obligations outlined herein.

v. Before starting any work or services under this Agreement, CONSULTANT must furnish

City with Certificates of Insurance, and where required, policy endorsements as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverage limits. The insurance policy(ies), except the copy of Workers’ Compensation and Professional Liability, shall be endorsed to name the City, its agents, officers, officials and employees as Additional Insured’s and provide a policy endorsement to effect such change to the actual liability policies.

vi. CONSULTANT agrees to notify City of any action or pending legal action that might affect

CONSULTANT’s liability insurance within 30 days of that action.

vii. Required Coverage:

a. Commercial General Liability insurance with a limit of not less than $1,000,000 for each occurrence with a $1,000,000 Products and Completed Operations Aggregate and $2,000,000 General Aggregate Limit. The policy shall include coverage for premises, operations, independent contractors, personal injury, and products/completed operations.

b. Professional Liability Insurance covering errors and omissions arising out of the work or services performed by CONSULTANT, or anyone employed by CONSULTANT, or anyone for whose acts, mistakes, errors and omissions CONSULTANT is legally liable, with a liability insurance limit of $1,000,000 each claim and $2,000,000 all claims.

Commercial/Business Automobile Liability insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 each occurrence with respect to the CONSULTANT’s owned, hired and non-owned vehicles assigned to or used in the performance of the CONSULTANT’s work.

c. Worker’s Compensation insurance to cover obligations imposed by Arizona state statutes.

viii. Each party (as "Indemnitor") agrees to defend, indemnify, and hold harmless the other party (as "Indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as "Claims") arising out of bodily injury of any person (including death) or property damage, but only to the extent that such Claims are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, employees, or volunteers. The obligations under this section shall survive termination of this Agreement.

N. Legal Arizona Workers Act. In compliance with A.R.S. § 41-4401, the Parties hereby warrants that they will, at all times during the term of this Agreement, comply with all federal immigration laws applicable to the Parties’ employment of their employees, and with the E- Verify requirements of A.R.S. § 23-214 (A) (together the “State and Federal Immigration Laws”). The Parties shall further ensure that each subcontractor who performs any work for the Parties under this Agreement likewise complies with the State and Federal Immigration Laws. The Parties agree and warrant that the Parties shall each have the right at any time to inspect the books and records of the other Parties and any subcontractor in order to verify such party’s compliance with the State and Federal Immigration Laws. The Parties agree that any act by another Party or subcontractor that results in the impediment or denial of access of the books and records of the Parties or subcontractor shall be a material breach of this Agreement on the part of the that Party. Nothing herein shall make the Parties or subcontractor an agent or employee of any of the other Parties. Nothing herein shall act to establish privity of contract between any of the Parties and any subcontractor. Any breach of the Parties’ or any subcontractor’s warranty of compliance with the State and Federal Immigration Laws, or of any other provision of this section, shall be deemed to be a material breach of this Agreement subjecting the offending Party to penalties up to and including suspension or termination of this Agreement. If the breach is by a subcontractor, and the subcontract is suspended or terminated as a result, the Party shall be required to take such steps as may be necessary to either self-perform the services that would have been provided under the subcontract or retain a replacement subcontractor, subject to each Parties’ approval as soon as possible so as not to delay project completion and at no additional expense to the other Parties. Any additional costs attributable directly or indirectly to remedial action under this Article shall be the responsibility of the offending Party.

IN WITNESS WHEREOF, we have set our hands and seal the day, month and year first above written.

Audit Firm

Name Title

State of Arizona )

County of

)ss.

Subscribed and Sworn to Before Me This day of , 20 . Notary Public

My Commission Expires:

CITY OF KINGMAN, ARIZONA

KEN WATKINS, MAYOR DATE

ATTEST:

ANNIE MEREDITH, CITY CLERK

APPROVED AS TO FORM:

CARL COOPER, CITY ATTORNEY