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HomeMy WebLinkAboutC2022-010.3 - Solar Traffic Controls1 Contract No. 2022-010.3 THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND SOLAR TRAFFIC CONTROLS, LLC THIS THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “Third Amendment”) is entered into as of August 29, 2022, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Solar Traffic Controls, LLC, a(n) Arizona limited liability company (the “Consultant”). RECITALS A. The Town and the Consultant entered into a Professional Services Agreement (the “Agreement”), dated September 27, 2021, for the Consultant to provide Traffic Light Equipment and Services (the “Services”). All capitalized terms not otherwise defined in this Third Amendment have the same meanings as contained in the Agreement. B. The Town and the Consultant amended the Agreement via Amendment No. 1, dated July 1, 2022 and via Amendment No. 2, dated September 19, 2022. C. The Town has determined that it is necessary to add to the scope and provide for hourly rates. D. The Town and the Consultant desire to enter this Third Amendment to amend the Agreement to provide for hourly rates and other provisions (Exhibit C). AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Consultant hereby agree as follows: 1. EXHIBIT C. Exhibit C (Hourly Fees and Provisions 1-9) as attached shall be incorporated into this agreement by this reference. 2. Effect of Amendment. In all other respects, the Agreement is affirmed and ratified and, except as expressly modified herein, all terms and conditions of the Agreement shall remain in full force and effect. 2 3. Non-Default. By executing this Third Amendment, the Consultant affirmatively asserts that (i) the Town is not currently in default, nor has it been in default at any time prior to this Third Amendment, under any of the terms or conditions of the Agreement and (ii) any and all claims, known and unknown, relating to the Agreement and existing on or before the date of this Third Amendment are forever waived. 4. Israel. Consultant certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a “boycott,” as that term is defined in Ariz. Rev. Stat. § 35-393, of Israel. 5. Conflict of Interest. This Third Amendment and the Agreement may be cancelled by the Town pursuant to Ariz. Rev. Stat. § 38-511. [SIGNATURES ON FOLLOWING PAGES] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation Grady E. Miller, Town Manager ATTEST: Linda Mendenhall, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGES] Aaron Arnson (Oct 3, 2022 08:15 PDT) Linda Mendenhall (Oct 3, 2022 09:12 PDT) Linda Mendenhall “Contractor/Vendor/Consultant” ____________________________________, By: Name: Title: Solar Traffic Controls, LLC, a(n) Arizona limited liability company Joe Wise (Oct 2, 2022 15:51 PDT) Joe Wise President/Chief Engineer EXHIBIT C TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND SOLAR TRAFFIC CONTROLS, LLC [Hourly Fees and Provisions 1-9] See following pages. Solar Traffic Controls, L.L.C. T: 480-449-0222 F: 480-449-9367 www.solar-traffic-controls.com Attn: Justin T. Weldy 21 August 2022 Town of Fountain Hills Quote# 0821221JW T: 480-816-5133 E: jweldy@fh.az.gov Justin, Thanks for your calls regarding providing an hourly price for technical services for solar equipment around the town. You have requested that STC provide an hourly rate to help with preventative maintenance and troubleshooting/repair of solar powered traffic equipment around the town. Based on my understanding of your request this will include work on any of the solar powered traffic equipment we have provided the town that is not under warranty or for issues not covered by the warranties that are in effect such as improper installation of equipment under trees. In addition, this fee will also apply to work done on similar solar powered equipment around town that you may need help with. This will include the solar powered STOP sign systems and the new driver feedback signs that you have asked us to help you with. STC can offer you technical support services as part of the annual contract for the following rate: Description Qty $/each Extension 80ENGINEERING, Engineering support and technical services for the 1 hour $ 110 $ 110 Town of Fountain Hills solar powered equipment from both STC and other manufacturers within the town borders; price is per hour and time billed is based on door-to-door from our office in Phoenix; pricing includes diagnostic tools needed to work on systems as well as basic tools for work on the systems; pricing does not include parts for repair, unless under warranty from STC; STC cannot source product specific parts from competitor equipment but will leave procurement of recommended parts to the town; this rate includes roundtrip mileage from our office in Phoenix as well as mileage around town for execution of services; Additional definitions of services to be rendered appears below and will need to be incorporated into any contract documents to be signed; minimum billing per on-site trip is 2 hours; Here are some additional items that we need to consider as part of the service agreement: 1-The town will furnish all manuals, in advance, on any non-STC equipment it wants STC to maintain/troubleshoot. This will include all links to software and/or manuals for non-STC equipment or hard-copy manuals for non-STC equipment. Time spent reviewing manuals and interfacing with different vendors is considered billable time. 2- Service for radar signs can include monthly data collection using either the town’s tablet device or STC can set up its’ own Android device for data collection. Raw data files from radar sign reads will be sent to your designated e- mail recipient list. Services related to radar signs will also include revising the settings on the signs from a written list provided by the town. Changes to radar sign settings may take up to 48 hours to implement if requests for changes are not coincidental with scheduled data readings. 3- STC will furnish basic equipment for completing the work. This includes electronics diagnostic tools such as Digital Voltmeters (DVMs), step ladders up to 10’ tall, basic hand tools such as wrenches and screw drivers, etc. Laptops, tablets and other tech based devices necessary to interface with the equipment will be provided. Any software to interface to non-STC equipment will be provided by the town. Any customer specific passwords for non-STC equipment needed to access such software will be provided by the town to STC. Equipment to access traffic devices on poles greater than 15’ in height are not included in the pricing and will be provided by the town. 4-Unless specifically agreed to by the town and STC, work to be performed will be done at STC’s time schedule. Scheduled maintenance issues, including radar sign data retrieval, may be done in the evening or on weekends at STC’s convenience. Calls for specific trouble shooting issues will typically be addressed in 4-24 hours from time of notification in writing, e-mail or text, by the town to STC. Photos of the problem site should be included with the request so STC can evaluate the need for on-site support. Some exceptions for Holidays or weekends may impact this response time. 5-Billing for services will occur per incident, but STC may choose to hold billing until the end of a calendar month if there is a high level of activity during the month. All work done will be accounted for in hours completed from door-to-door and will include a list of work completed during the billing period for each trip. Billing hours will be broken down into 0.5 hour minimum increments. The minimum billable hours per on-site trip is 2 hours due to travel time. 6-Any special keys and/or passwords to non-STC equipment to be maintained will be provided to STC by the town. 7-The town will provide STC with a list of addresses of non-STC equipment to be worked on and it will include the type of equipment at each location (STOP flasher or radar sign, etc). 8- Tree/shrub trimming for shading of solar powered systems is not included as part of STC’s services. STC will recommend and comment on the need for this at specific sites and it is the responsibility of the town to have this executed in a timely manner to avoid damage to system batteries. In some cases the town may be required, at the recommendation of STC to trim/remove shrubs that are blocking, or may block, access to solar control enclosures or to beacons on the pole that require work. 9-Emergency call out. In the event of emergency call out for knockdowns, or similar situations, outside of 7AM- 5PM, M-F, where STC knowledge/expertise is needed to either disable or secure damaged equipment, services are bill at 1.5 times the normal hourly rate from door-to-door.