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Home My WebLink About2020.1117.TCRM.Packet NOTICE OF MEETING REGULAR MEETING FOUNTAIN HILLS TOWN COUNCIL Mayor Ginny Dickey Vice Mayor David Spelich Councilmember Dennis Brown Councilmember Gerry Friedel Councilmember Alan Magazine Councilmember Mike Scharnow Councilmember Art Tolis TIME:5:30 P.M. – REGULAR MEETING WHEN:TUESDAY, NOVEMBER 17, 2020 WHERE:FOUNTAIN HILLS COUNCIL CHAMBERS 16705 E. AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ Councilmembers of the Town of Fountain Hills will attend either in person or by telephone conference call; a quorum of the Town’s various Commission, Committee or Board members may be in attendance at the Council meeting. Notice is hereby given that pursuant to A.R.S. §1-602.A.9, subject to certain specified statutory exceptions, parents have a right to consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the Town Council are audio and/or video recorded and, as a result, proceedings in which children are present may be subject to such recording. Parents, in order to exercise their rights may either file written consent with the Town Clerk to such recording, or take personal action to ensure that their child or children are not present when a recording may be made. If a child is present at the time a recording is made, the Town will assume that the rights afforded parents pursuant to A.R.S. §1-602.A.9 have been waived. REQUEST TO COMMENT The public is welcome to participate in Council meetings. TO SPEAK TO AN AGENDA ITEM, please complete a Request to Comment card, located in the back of the Council Chambers, and hand it to the Town Clerk prior to discussion of that item, if possible. Include the agenda item on which you wish to comment. Speakers will be allowed three contiguous minutes to address the Council. Verbal comments should be directed through the Presiding Officer and not to individual Councilmembers. TO COMMENT ON AN AGENDA ITEM IN WRITING ONLY, please complete a Request to Comment card, indicating it is a written comment, and check the box on whether you are FOR or AGAINST and agenda item, and hand it to the Town Clerk prior to discussion, if possible. REGULAR MEETING REGULAR MEETING NOTICE OF OPTION TO RECESS INTO EXECUTIVE SESSION Pursuant to A.R.S. §38-431.02, notice is hereby given to the members of the Town Council, and to the general public, that at this meeting, the Town Council may vote to go into executive session, which will not be open to the public, for legal advice and discussion with the Town's attorneys for legal advice on any item listed on the following agenda, pursuant to A.R.S. §38-431.03(A)(3). 1.CALL TO ORDER AND PLEDGE OF ALLEGIANCE – Mayor Dickey 2.INVOCATION - Pastor John Nichols, Harvest Bible Chapel 3.ROLL CALL – Mayor Dickey 4.REPORTS BY MAYOR, COUNCILMEMBERS AND TOWN MANAGER A.RECOGNITION OF outgoing Vice Mayor Mike Scharnow and incoming Vice Mayor David Spelich B.PROCLAMATION - declaring November 28, 2020, as Small Business Saturday. 5.SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS A.PRESENTATION by representatives of Rural Metro on update. B.PRESENTATION OF annual financial audit results by Heinfeld Meech & Co. 6.CALL TO THE PUBLIC Pursuant to A.R.S. §38-431.01(H), public comment is permitted (not required) on matters NOT listed on the agenda. Any such comment (i) must be within the jurisdiction of the Council, and (ii) is subject to reasonable time, place, and manner restrictions. The Council will not discuss or take legal action on matters raised during Call to the Public unless the matters are properly noticed for discussion and legal action. At the conclusion of the Call to the Public, individual councilmembers may (i) respond to criticism, (ii) ask staff to review a matter, or (iii) ask that the matter be placed on a future Council agenda. 7.CONSENT AGENDA ITEMS Town Council Regular Meeting of November 17, 2020 2 of 4 7.CONSENT AGENDA ITEMS All items listed on the Consent Agenda are considered to be routine, noncontroversial matters and will be enacted by one motion of the Council. All motions and subsequent approvals of consent items will include all recommended staff stipulations unless otherwise stated. There will be no separate discussion of these items unless a councilmember or member of the public so requests. If a councilmember or member of the public wishes to discuss an item on the Consent Agenda, he/she may request so prior to the motion to accept the Consent Agenda or with notification to the Town Manager or Mayor prior to the date of the meeting for which the item was scheduled. The items will be removed from the Consent Agenda and considered in its normal sequence on the agenda. A.CONSIDERATION OF approving the meeting minutes of the Regular Meeting of October 6, 2020; and the Regular Meeting of October 20, 2020. B.CONSIDERATION OF approving Fountain Hills Cultural and Civic Association's application to the Arizona Department of Revenue for a Bingo License to conduct Bingo at the Community Center. 8.REGULAR AGENDA A.CONSIDERATION OF Resolution 2020-43 declaring and adopting the results of the General Election held November 3, 2020. B.PUBLIC HEARING AND CONSIDERATION OF Resolution 2020-42 adopting the Town's FY 2021-22 Comprehensive User Fee Schedule. C.CONSIDERATION OF Approving contract 2021-007 for General Plumbing Services, which encompass three (3) as-needed Job Order Master Agreement Contracts; 2021-007A, 2021-007B, and 2021-007C with terms for a period of one-year with up to four, one year renewable options and with identical compensation not to exceed $125,000 per contract in a twelve (12) month period. D.CONSIDERATION OF Approving contract 2021-008 for General Electrical Services, which encompass five (5) as-need basis Job Order Master Agreement Contracts; 2021-008A, 2021-008B, 2021-008C, 2021-008D, and 2021-008E with identical terms for a period of one-year with up to four, one-year renewable options and with identical compensation not to exceed $125,000 per contract in a twelve (12) month period. E.CONSIDERATION OF approving Professional Services Agreement C2021-022 with Kimley Horn and Associates, Inc., for the design of: (1) Palisades Boulevard and Eagle Ridge/Palomino Drive traffic signal design, and (2) Fountain Hills Boulevard and Palisades Boulevard intersection analysis. Town Council Regular Meeting of November 17, 2020 3 of 4 F.CONSIDERATION OF approving the third amendment to Professional Services Agreement C2019-002 with Brown & Associates Certified Inspection Services, INC, for civil plan review and inspection services. G.CONSIDERATION OF directing staff to proceed in undertaking the remaining projects in the Town Council-approved FY2020-21 Capital Improvement Program. H.CONSIDERATION OF approving Amendment No. 1 to Professional Services Agreement C2021-087 with Visus Engineering Construction, Inc. for a change order relating to the roundabout at the intersection of La Montana and Avenue of the Fountains, and the associated budget transfer. 9.COUNCIL DISCUSSION/DIRECTION to the TOWN MANAGER Item(s) listed below are related only to the propriety of (i) placing such item(s) on a future agenda for action, or (ii) directing staff to conduct further research and report back to the Council. 10.ADJOURNMENT CERTIFICATE OF POSTING OF NOTICE The undersigned hereby certifies that a copy of the foregoing notice was duly posted in accordance with the statement filed by the Town Council with the Town Clerk. Dated this ______ day of ____________________, 2020. _____________________________________________ Elizabeth A. Burke, MMC, Town Clerk The Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call 480-816-5199 (voice) or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in the meeting or to obtain agenda information in large print format. Supporting documentation and staff reports furnished the Council with this agenda are available for review in the Clerk's Office. Town Council Regular Meeting of November 17, 2020 4 of 4 ITEM 4. B. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 11/17/2020 Meeting Type: Town Council Regular Meeting Agenda Type: Public Appearances/Presentations Submitting Department: Administration Prepared by: Angela Padgett-Espiritu, Executive Assistant to Manager, Mayor/Council Staff Contact Information: Angela Padgett-Espiritu, Executive Assistant to Manager, Mayor/Council SPECIAL PUBLIC APPEARANCES/PRESENTATIONS (Agenda Language): PROCLAMATION - declaring November 28, 2020, as Small Business Saturday. Staff Summary (Background) Mayor Dickey will be proclaiming November 28, 2020, as Small Business Saturday. Attachments Proclamation - November 28, 2020, Small Business Saturday Form Review Inbox Reviewed By Date Finance Director David Pock 11/09/2020 09:58 AM Town Attorney Aaron D. Arnson 11/09/2020 10:31 AM Town Manager Grady E. Miller 11/09/2020 10:35 AM Form Started By: Angela Padgett-Espiritu Started On: 11/09/2020 09:44 AM Final Approval Date: 11/09/2020 ITEM 5. B. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 11/17/2020 Meeting Type: Town Council Regular Meeting Agenda Type: Public Appearances/Presentations Submitting Department: Administration Prepared by: David Pock, Finance Director Staff Contact Information: David Pock, Finance Director SPECIAL PUBLIC APPEARANCES/PRESENTATIONS (Agenda Language): PRESENTATION OF annual financial audit results by Heinfeld Meech & Co. Staff Summary (Background) In compliance with State statute, an annual financial audit of the Town is completed each year by an independent auditing firm. Heinfeld Meech & Co. completed the annual audit of the Town for the fiscal year ended 6/30/2020. Its audit was conducted in accordance with U.S. generally accepted auditing standards and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Heinfeld Meech & Co. has issued the Town an unmodified opinion for fiscal year 2020. As this is a presentation only, there is no required action from the Town Council. However, the Mayor and Council will have an opportunity to ask questions of the representatives from the auditing firm. Attachments CAFR ELR Auditor's Letter GAS Letter Form Review Inbox Reviewed By Date Finance Director (Originator)David Pock 11/04/2020 09:17 AM Town Attorney Aaron D. Arnson 11/04/2020 09:36 AM Town Manager Grady E. Miller 11/05/2020 10:00 AM Form Started By: David Pock Started On: 10/28/2020 11:28 AM Final Approval Date: 11/05/2020 TOWN OF FOUNTAIN HILLS, ARIZONA COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2020 Issued by: Administration Department Finance Division TOWN OF FOUNTAIN HILLS, ARIZONA TABLE OF CONTENTS INTRODUCTORY SECTION Page Letter of Transmittal 1 List of Principal Officials 11 GFOA Certificate of Achievement 12 Organizational Chart 13 FINANCIAL SECTION INDEPENDENT AUDITOR’S REPORT 17 MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) 21 BASIC FINANCIAL STATEMENTS Government-Wide Financial Statements: Statement of Net Position 34 Statement of Activities 35 Fund Financial Statements: Balance Sheet – Governmental Funds 38 Reconciliation of the Balance Sheet – Governmental Funds to the Statement of Net Position 41 Statement of Revenues, Expenditures and Changes in Fund Balances – Governmental Funds 42 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances – Governmental Funds to the Statement of Activities 44 Notes to Financial Statements 45 TOWN OF FOUNTAIN HILLS, ARIZONA TABLE OF CONTENTS FINANCIAL SECTION – continued Page REQUIRED SUPPLEMENTARY INFORMATION Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual: General Fund 66 Highway User Revenue Fund 67 Grants Fund 68 Note to Required Supplementary Information 69 COMBINING AND INDIVIDUAL FUND FINANCIAL STATEMENTS AND SCHEDULES Governmental Funds: Combining Balance Sheet – All Non-Major Governmental Funds – By Fund Type 72 Combining Statement of Revenues, Expenditures and Changes in Fund Balances – All Non-Major Governmental Funds – By Fund Type 73 Special Revenue Funds: Combining Balance Sheet 76 Combining Statement of Revenues, Expenditures and Changes in Fund Balances 78 Combining Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual 80 Debt Service Funds: Combining Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual 86 TOWN OF FOUNTAIN HILLS, ARIZONA TABLE OF CONTENTS FINANCIAL SECTION – continued Page Capital Projects Fund: Combining Balance Sheet 90 Combining Statement of Revenues, Expenditures and Changes in 91 Fund Balances Combining Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual 92 STATISTICAL SECTION Financial Trends: Net Position by Component 96 Changes in Net Position 98 Financial Trends: Fund Balances – Governmental Funds 100 Statement of Revenues, Expenditures and Changes in Fund Balances – Governmental Funds 102 Revenue Capacity: Governmental Activities – Tax Revenues by Source 104 Assessed Value and Estimated Actual Value of Taxable Property 105 Principal Property Taxpayers 106 Property Tax Levies and Collections 107 Taxable Sales by Category 108 Direct and Overlapping Sales Tax Rates 110 TOWN OF FOUNTAIN HILLS, ARIZONA TABLE OF CONTENTS STATISTICAL SECTION – continued Page Debt Capacity: Ratios of Outstanding Debt by Type 111 Ratios of General Bonded Debt Outstanding 112 Direct and Overlapping Governmental Activities Debt 113 Legal Debt Margin Information 114 Calculation of Legal Debt Margin 116 Revenue Bond Coverage 117 Demographic and Economic Information: Demographic and Economic Statistics 118 Principal Employers 119 Operating Information: Authorized Full-Time Equivalent Government Employees by Function 120 Operating Indicators by Function 121 Capital Assets Statistics by Function 122 (This page intentionally left blank) INTRODUCTORY SECTION (This page intentionally left blank) www.fh.az.gov November 3, 2020 To the Honorable Mayor, Members of the Town Council, and Citizens of the Town of Fountain Hills: State law requires that all general-purpose local governments publish, within six months of the close of each fiscal year, a complete set of financial statements presented in conformity with accounting principles generally accepted in the United States of America and audited in accordance with auditing standards generally accepted in the United States by a certified public accounting firm licensed in the State of Arizona. Pursuant to that requirement, we hereby issue the Comprehensive Annual Financial Report (CAFR) of the Town of Fountain Hills (Town) for the fiscal year ended June 30, 2020. This report consists of management’s representations concerning the finances of the Town. Consequently, management assumes full responsibility for the completeness and reliability of all of the information presented in this report. To provide a reasonable basis for making these representations, management of the Town has established a comprehensive internal control framework that is designed both to protect the government’s assets from loss, theft, or misuse and to compile sufficient reliable information for the preparation of the Town of Fountain Hills’s financial statements in conformity with accounting principles generally accepted in the United States of America. Because the cost of internal controls should not outweigh their benefits, the Town’s comprehensive framework of internal controls has been designed to provide reasonable rather than absolute assurance that the financial statements will be free of material misstatement. As management, we assert that, to the best of our knowledge and belief, this financial report is complete and reliable in all material respects. The Town’s financial statements have been audited by Heinfeld, Meech & Co., P.C., a certified public accounting firm. The goal of the independent audit was to provide reasonable assurance that the financial statements of the Town for the fiscal year ended June 30, 2020, are free of material misstatement. The independent audit involved examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; assessing the accounting principles used and significant estimates made by management; and evaluating the overall financial statement presentation. The independent auditors concluded, based upon the audit, that there was a reasonable basis for rendering an unmodified opinion that the Town’s financial statements for the fiscal year ended June 30, 2020, are fairly presented in conformity with accounting principles generally accepted in the United States of America. The independent auditor’s report is presented as the first component of the financial section of this report. TOWN OF FOUNTAIN HILLS 16705 E. Avenue of the Fountains, Fountain Hills, AZ 85268 480.816.5100 | Fax: 480.837.3145 Generally accepted accounting principles in the Unites States of America require that management provide a narrative introduction, overview, and analysis to accompany the basic financial statements in the form of Management’s Discussion and Analysis (MD&A). This letter of transmittal is designed to complement the MD&A and should be read in conjunction with it. The Town of Fountain Hills’ MD&A can be found immediately following the report of the independent auditors. PROFILE OF THE GOVERNMENT The Town of Fountain Hills overlooks the Verde River Valley and the east valley of the metro Phoenix area. The Town is a master planned community established in 1970 by McCulloch Properties (now MCO Properties, Inc.). Prior to 1970, the area was a cattle ranch and was part of one of the largest land and cattle holdings in Arizona. The land was purchased by Robert McCulloch in the late 1960s and the community designed by Charles Wood, Jr. (designer of Disneyland in southern California). The centerpiece of Fountain Hills is one of the world's tallest man-made fountains, a focal point that attracts thousands of visitors each year. Located on 13,006 acres of land, Fountain Hills is surrounded by the McDowell Mountains and Scottsdale on the west, the Fort McDowell Yavapai Nation on the east, the Salt River Pima- Maricopa Indian Community on the south, and by the McDowell Mountain Regional Park on the north. The elevation is 1,520 feet at the fountain, 2,460 feet at the Adero Canyon Trailhead, and is approximately 500 feet above Phoenix. Over the past twenty-six plus years, Fountain Hills has grown from 10,190 residents to a town of 25,200 in 2019. On June 5, 2006, the Town of Fountain Hills became twenty square miles and about ten percent larger by annexing 1,300 acres of State Trust Land. The process to annex the State Trust Land occurred over a two and one-half year period and development of the land will occur over the next decade. Annexing this property into the Town ensures that its future development will be of the highest quality under Town standards. The Town offers a wide range of living accommodations, from small condominium complexes to large custom homes. Fountain Hills also offers recreational and cultural programs and services that contribute to a high quality of life for its residents. The community consists of primarily residential property and open space; of the total 20.32 square miles of land, only 2.5% of the total is zoned commercial and/or industrial, 23.3% is preserved as open space and 51.0% is residential. Page 2 The Town’s Mission Statement The Town of Fountain Hills’ purpose is to serve the best interests of the community by:  providing for its safety and well-being;  respecting its special, small-town character and quality of life;  providing superior public services;  sustaining the public trust through open and responsive government;  and maintaining the stewardship and preservation of its financial and natural resources. To serve, respect, and provide trust and stewardship. The Town of Fountain Hills is an Arizona municipal corporation, acting as a general law town as prescribed in the Arizona Revised Statutes. The Town was incorporated on December 5, 1989, with the governmental and administrative affairs of the Town operating under the Council- Manager form of government. Legislative authority is vested in a seven member Town Council. The Mayor is a member of the Town Council who is directly elected by voters and chairs the Town Council meetings. The members of the Council are elected at large and serve four year overlapping terms. The Town Council is responsible for the adoption of local ordinances, budget adoption, appointment of residents to citizen advisory committees and hiring the Town Manager. The Town Manager is responsible for implementation of the policies of the Town Council and overall management of the Town through department directors and approximately 61 FTE employees. The Presiding Judge, Town Attorney, and Town Prosecutor are under the direction of the Town Council. The Town provides or administers a full range of services including public safety (law enforcement, fire and emergency medical services); development services (code enforcement, planning and zoning); public works (including construction and maintenance of streets and infrastructure); municipal court; recreational activities; community center; senior services and cultural events. The Town does not maintain utility or other operations that require the establishment of enterprise funds. Fountain Hills Town Hall Page 3 The financial reporting entity (the Town) includes all the funds of the primary government (i.e., the Town of Fountain Hills as legally defined) as well as all of its component units. The component units consist of legally separate entities for which the primary government is financially accountable. Blended component units, although legally separate entities, are, in substance, part of the primary government’s operations and are included as part of the primary government. Accordingly, the Cottonwoods Maintenance District, the Eagle Mountain Community Facilities District and the Fountain Hills Municipal Property Corporation are included in the financial report of the Town. FACTORS AFFECTING FINANCIAL CONDITION The information presented in the financial statements is perhaps best understood when it is considered from the broader perspective of the specific environment within which the Town of Fountain Hills operates. Internal Controls. As earlier noted, the management of the Town of Fountain Hills, Arizona, is responsible for establishing and maintaining a system of internal control. Internal accounting controls are designed to provide reasonable, but not absolute, assurance regarding; 1) Safeguarding of assets against loss from unauthorized use or deposition, and 2) Reliability of financial records for preparing financial statements and maintaining accountability for assets. The concept of reasonable assurance recognizes: 1) The cost of a control should not exceed the benefits likely to be derived, and 2) The valuation of costs and benefits requires estimates and judgments by management. The system of internal control is subject to periodic evaluation by management and is also considered by the independent auditors in connection with the annual audit of the Town’s financial statements. All internal control evaluations occur within the above framework. The Town's internal accounting controls are considered to adequately safeguard assets and provide reasonable assurance of proper recording of financial transactions. Budgetary Controls. The budget process is a cyclical process and begins each year with the preparation of the base budget by each department head. Each budget is based on expenditures to date and the previous years’ experience. The departments’ base budgets, along with any requests for new positions, programs or services are reviewed by the Town Manager. The Town Manager then meets with department heads to review their base budgets and requests for new services and/or programs. Once management has reviewed the departments’ requests, a tentative budget is presented to the Town Council by the Town Manager. Page 4 The Town Council formally adopts the budget and appropriates funding for the General Fund, Special Revenue Funds, Debt Service Funds, and Capital Projects Funds. Therefore, these funds have appropriated budgets, and budget to actual information is presented. In April/May, the Town Manager submits to the Town Council a proposed budget for the fiscal year commencing the following July 1st. The budget includes proposed expenditures and the means of financing them. The Town Council is legally required to hold public hearings on the proposed budget in order to obtain comments from local taxpayers and to adopt a final budget by June 30th, the close of the Town of Fountain Hills’ fiscal year. The budget is legally enacted through passage of a resolution and is prepared by fund and department. The resolution sets the limit for expenditures during the fiscal year. The Town Manager may authorize transfers from and within personnel and from operating capital to services or supplies within a department. Additional expenditures may be authorized for expenditures directly necessitated by a natural or man-made disaster as prescribed in the State Constitution, Article IX, Section 20. The Town is subject to the State of Arizona’s Expenditure Limitation Law for Towns and Cities. This law does not permit the Town to spend more than budgeted revenues plus the carry-over of unrestricted cash balance from the prior fiscal year. The limitation is applied to the total of the combined funds. All appropriations lapse at year-end. To ensure compliance with the state imposed expenditure limitation, a uniform expenditure report must be filed with the state each year. This report reconciles total Town expenditures from the audited financial statements to total expenditures for reporting in accordance with the state’s uniform expenditure reporting system (ARS Section 41-1279.07). The appropriated budget is prepared by fund and department. Department heads may make transfers of appropriations within the department. Transfers of appropriations between departments, however, require Town Council approval. Budget-to-actual comparisons are provided in this report for each individual governmental fund for which an appropriated annual budget has been adopted. Budget-to- actual comparisons for the General Fund and Major Special Revenue Funds are presented in the Required Supplementary Information and all other funds are presented in Combining and Individual Fund Financial Statements and Schedules. Local Economy. The Town of Fountain Hills, Arizona, continues to face many issues during these uncertain economic times. Its citizens, governing body, and municipal government are committed to finding solutions for each of these issues. In order to address these issues, the Town has proposed a baseline budget requiring any new positions to be deemed mission critical. All vacancies will be evaluated to assess the need for replacement, including possible modification or elimination of the job description. The Town will be closely monitoring its revenue sources and make adjustments accordingly. Overall local sales tax receipts continued to increase during the fiscal year, partly due to a 0.3% rate increase that became effective on November 1, 2019 for most sales tax categories. The following chart is a look at the past five years’ local sales tax activity by sector: Page 5 As shown in the chart, sales tax collections remained relatively steady across most sectors. Retail sales experienced a significant 28.7% increase over the prior year, and Transportation/Utility revenues increased 8.9% from FY18-19. Construction sales tax, a one-time revenue source, is driven entirely by development activity in the community, and it decreased by 1.2% from the prior year. Recent building permit activity indicates that construction sales tax is likely to increase over the next fiscal year. The Restaurant/Bar sector was the only other sector to decrease during the year with a 0.2% drop in revenues. Construction activity provides revenue to the Town through local sales tax, the proceeds of which are utilized for general operations and capital expenditures. Without the resources to fund capital projects, the Town must find additional funds to pay for necessary infrastructure projects. For operating costs, the Town is dependent upon State-shared revenues and local sales tax as a major source of operating revenue, accounting for 87% of total General Fund revenue for fiscal year 2019-20. State-shared revenues are derived as a proportionate share of state sales, income and vehicle license taxes which are distributed based on the Town’s population compared to all other incorporated cities and towns in Arizona (currently 0.4%). State-shared income tax revenue category is based on two years prior personal and corporate earnings, and revenue from this source increased by 8.5% in FY19-20. State sales tax has increased over the past several years, and this trend continued by increasing revenue by 4.3% compared to the prior year. Other local activity has remained fairly static during the period due to the lack of major retailers (the Town has three grocery stores and one major retailer). Fountain Hills is past the historic period of rapid growth, and the long-term economic outlook for the Town must recognize this fact. The opportunity to further expand the retail tax base in Fountain Hills is limited by the lack of available commercial land – over 70% of the currently available commercial lots are already developed. Page 6 Development Activity over the past year: Development Services has been involved with the following development activities during fiscal year 2019-20 (7/1/2019 – 6/30/2020): o Three Temporary Visitor Permits were issued. o One Temporary User Permit was issued. o Three Site Plans were approved during the period. o Two Special Use Permits were granted. o Four Administrative Use Permits were issued. o Eleven Banner and Sign Permits were issued. o Sixteen commercial development/subdivision cases were granted. o Five Zoning Verification Letters were issued. o Four Saguaro Cactus Permits were issued. o Twenty-nine new Single-Family Residential Building Permits were issued. o Eighteen Multi-Family Permits were issued. o There were new two Commercial Building Permits issued. o There were thirteen Commercial Tenant Improvement Permits issued during the last fiscal year. A summary of the activity, by month, is shown below: Fiscal year SFR DUP/MULTI T.I. & Comm Pools, Fences & Other Add Ons (Not Garages Garages & Carports MONTH TOTAL Bldgs. Total Units Permits Issued JULY 3 4 1 22 3 0 33 AUGUST 5 2 0 41 2 0 50 SEPTEMBER 0 4 1 28 1 0 34 OCTOBER 2 2 0 47 6 1 58 NOVEMBER 0 1 1 18 3 0 23 DECEMBER 3 2 0 32 4 1 42 JANUARY 3 0 2 44 4 0 53 FEBRUARY 2 2 3 41 2 0 50 MARCH 4 1 0 52 5 0 62 APRIL 3 0 2 29 6 1 41 MAY 2 0 3 37 6 0 48 JUNE 2 0 2 42 7 0 53 YEARLY TOTAL 29 18 15 433 49 3 547 Page 7 Economic Outlook. Local Sales Tax – Not having a property tax, the Town of Fountain Hills relies heavily on Town transaction privilege tax (TPT), sometimes called a sales tax. Overall, sales tax revenues provide over 50% of the General Fund revenues. On November 1, 2019 the Town’s TPT rate went up 0.3% resulting in a total TPT rate of 2.9% for most categories. Sales taxes received from the Construction category is equally divided between the General Fund and the Capital Projects Fund. State-Shared Revenues – The Town of Fountain Hills receives significant revenue allocations from the State. These "State-Shared Revenues" include allocations of the state-collected income tax, sales tax, fuel tax, and motor vehicle license tax. Revenues received from income tax, sales tax, and a portion of vehicle license tax are placed in the Town's General Fund, where it is used to sustain a large portion of the Town's day-to-day activities. Revenues from the fuel tax and the majority of the vehicle license tax are placed in the Streets Fund (discussed in the next section) and are restricted as to their use. Overall, State-Shared Revenues have steadily increased from year-to-year. Streets Fund – The State-Shared fuel tax, referred to as Highway User Revenue Fund (HURF), is placed in the Streets Fund to be used specifically for street maintenance and related activity. In addition to the fuel tax, 70% of the revenues received from the vehicle license tax are placed in the Streets Fund to be used for these same purposes. Long-term Financial Planning. Fountain Hills’ Financial Policies are balanced on sound financial reserves and conservative revenue growth forecasts for the foreseeable future. Potential for State legislative impacts to revenue-sharing or local revenues and additional demands for essential Town services remain. The Town’s Financial Policies set forth guidelines against which current budgetary performance can be measured and proposals for future programs can be evaluated. The Town’s Financial Policies have helped weather the uncertainty caused by the coronavirus pandemic. This policy continues to require the Town to internally restrict an amount equal to 20% of the average actual General Fund revenues for the preceding five fiscal years as part of its General Fund balance. This amount is estimated to be approximately 60 days of expenditure coverage and is considered a “Rainy Day” fund. Additionally, a reserve of 20% of the average actual General Fund revenues for the preceding five fiscal years will be maintained as Unassigned Fund Balance. This additional fund balance reserve will provide increased flexibility in the event of unanticipated decreases in revenue collection. The Council also adopted Financial Policies that include guidelines for the issuance of debt for capital expenditures, community facility districts, financing alternatives, expenditure controls and financial planning. The policy was amended during FY 09-10 to reduce the allocation of the local construction sales tax to the Capital Projects Fund from 85% to 50%, reflecting the transition from one-time building activity to ongoing redevelopment activity. The debt policy was prepared with a preference for “pay- as-you-go” financing for capital spending; however, the policy did not anticipate the lack of funding for capital projects, and the use of bond funding should be reconsidered. Page 8 In early 2009, the Strategic Planning Advisory Commission (SPAC) began the process of gathering public input to update the Strategic Plan’s vision, confirm residents’ values, and create a fresh structure for the Strategic Plan revision. Subsequently, Strategic Plan 2010 was built upon the foundation of a clearly defined vision statement and eight key values, with specific indicators to evaluate Council and staff priorities. In 2017, SPAC again updated the Strategic Plan. Based on citizen input, the newest Strategic Plan is designed to guide our future decisions grounded on these common values: 1. Economic Growth 2. Infrastructure Maintenance 3. Demographic Balance 4. Financial Stability and Sustainability 5. Community and Quality of Life These values guide the Town’s annual budget process. MAJOR INITIATIVES AND SERVICE EFFORTS AND ACCOMPLISHMENTS The Town of Fountain Hills’ adopted FY19-20 budget reflected the continued slow recovery in the local economy, which is also somewhat mirrored at the national and state levels. Due to the challenging economic conditions of the recession, the Town had made significant reductions in staff and service levels in past years. This reduction was accomplished by a thorough assessment of all existing and proposed programs and workload. As a result, Town staffing was reduced from 115 Full-Time Equivalents (FTEs) to 62.07 FTEs in FY19-20. The Town Council established priorities in FY16-17, and the two top priorities were determined to be Economic Development and Pavement Management. In order to implement the Pavement Management program, the Council approved the use of Vehicle License Tax revenues to annual pavement maintenance with an effective date of July 1, 2013. Also, effective July 1, 2016, 0.2% of local sales tax revenues that had been allocated to MPC debt service payments were reallocated to pavement maintenance. Economic Development initiatives are funded through a dedicated portion of the local sales tax which provides funding for business attraction, retention and expansion. For the Year. The following list depicts the continued commitment of the Town of Fountain Hills to make the community a better place to live. Fiscal year 2019-20 goals attained are summarized within this list of accomplishments:  Implemented a 0.3% local sales tax increase to ensure adequate funding of Town operations  Secured grant funding from the Arizona Office of Tourism - Proposition 302  Secured grant funding from Salt River Pima-Maricopa Indian Community - Proposition 202  Received Council approval of the Ten-Year Pavement Management Plan  Completed a Development Fee Study resulting in updated funding sources for new parks, streets, and fire protection infrastructure  Completed a major update to audio-visual equipment in Council Chambers to increase quality of community broadcasts and presentations Page 9 AWARDS AND ACKNOWLEDGEMENTS Awards. The Government Finance Officers Association (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the Town of Fountain Hills for its Comprehensive Annual Financial Report (CAFR) for the fiscal year ended June 30, 2019. This was the twenty-fourth consecutive year that the Town has received this prestigious award. In order to be awarded a Certificate of Achievement, the Town published an easily readable and efficiently organized CAFR. This report satisfied both accounting principles generally accepted in the United States of America (GAAP) and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. We believe that our current CAFR continues to meet the Certificate of Achievement program’s requirements, and we are submitting it to the GFOA to determine its eligibility for the fiscal year ended 2020 Certificate. For the eighth year, the Town was also given the Award for Outstanding Achievement in Popular Annual Financial Reporting for the fiscal year ended June 30, 2019. In addition, the government received the GFOA’s Distinguished Budget Presentation Award for its annual budget for the fiscal year beginning July 1, 2019. In order to qualify for the Distinguished Budget Presentation Award, the government’s budget document was judged to be proficient in several categories, including as a policy document, a financial plan, an operations guide, and a communications device. This is the eighteenth consecutive year that the Town has received the award. Acknowledgments. The preparation of this Comprehensive Annual Financial Report could not have been accomplished without the efficient and dedicated services of the entire team of the Finance Division. I also wish to extend my appreciation to the Mayor and members of Town Council for their leadership and support in planning and conducting the financial affairs of the Town in a responsible and progressive manner. Each employee of the Town has my sincere appreciation for the contributions made in the preparation of this report. Respectfully submitted, Grady E. Miller Town Manager Page 10 TOWN OF FOUNTAIN HILLS, ARIZONA LIST OF PRINCIPAL OFFICIALS JUNE 30, 2020 ELECTED OFFICIALS Ginny Dickey, Mayor Mike Scharnow, Vice-Mayor Dennis Brown, Councilmember Sherry Leckrone, Councilmember Alan Magazine, Councilmember David Spelich, Councilmember Art Tolis, Councilmember DEPARTMENT DIRECTORS Grady Miller, Town Manager David Trimble, Deputy Town Manager/Administrative Services Director Rachael Goodwin, Community Services Director James Smith, Economic Development Director John Wesley, Development Services Director Justin Weldy, Public Works Director David Pock, Finance Director Elizabeth Burke, Town Clerk Captain Dave Ott, Rural Metro Corporation, Fire Chief Captain Larry Kratzer, Maricopa County Sheriff’s Office, District Commander Robert Melton, Presiding Judge Mark Iacovino, The Law Office of Mark Iacovino, Town Prosecutor Aaron Arnson, Pierce Coleman PLLC, Town Attorney Page 11 Certificate of Presented to Town of Fountain Hills For its Comprehensive Annual June 30, 2019 Executive Director/CEO Financial Report for the Fiscal Year Ended Reporting in Financial for Excellence Achievement Text38:Arizona Government Finance Officers Association Page 12 Ci t i z e n s o f F o u n t a i n H i l l s Ci t i z e n s o f F o u n t a i n H i l l s Pr e s i d i n g J u d g e To w n o f F o u n t a i n H i l l s O r g a n i z a t i o n Fi r e / E M S Ad m i n i s t r a t i o n Ad m i n i s t r a t i o n La w En f o r c e m e n t To w n M a n a g e r To w n A t t o r n e y To w n P r o s e c u t o r Ap p o i n t e d by C o u n c i l Co n t r a c t e d Ma y o r a n d T o w n C o u n c i l Ma y o r a n d T o w n C o u n c i l De v e l o p m e n t Se r v i c e s Re c r e a t i o n Co m m u n i t y Se r v i c e s Co m m u n i t y Ce n t e r Co d e En f o r c e m e n t Bu i l d i n g S a f e t y Se n i o r Se r v i c e s Pa r k s Vo l u n t e e r Pr o g r a m GI S Pl a n n i n g En g i n e e r i n g St r e e t s Fa c i l i t i e s Pu b l i c W o r k s In s p e c t i o n Fi n a n c e Fi n a n c e To w n C l e r k To w n C l e r k Ad m i n i s t r a t i v e Se r v i c e s Ad m i n i s t r a t i v e Se r v i c e s Ec o n o m i c De v e l o p m e n t / To u r i s m Ec o n o m i c De v e l o p m e n t / To u r i s m Pu b l i c In f o r m a t i o n Pu b l i c In f o r m a t i o n Page 13 (This page intentionally left blank) Page 14 FINANCIAL SECTION Page 15 (This page intentionally left blank) Page 16 INDEPENDENT AUDITOR’S REPORT The Honorable Mayor and Members of the Town Council Town of Fountain Hills, Arizona Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, each major fund, and the aggregate remaining fund information of Town of Fountain Hills, Arizona (the Town), as of and for the year ended June 30, 2020, and the related notes to the financial statements, which collectively comprise the Town’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, each major fund, and the aggregate remaining fund information of the Town of Fountain Hills, Arizona, as of June 30, 2020, and the respective changes in financial position thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Page 17 Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the Management’s Discussion and Analysis and budgetary comparison information, as listed in the table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Town’s basic financial statements. The Introductory Section, Combining and Individual Fund Financial Statements and Schedules, and Statistical Section are presented for purposes of additional analysis and are not a required part of the basic financial statements. The Combining and Individual Fund Financial Statements and Schedules are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the Combining and Individual Fund Financial Statements and Schedules information is fairly stated in all material respects in relation to the basic financial statements as a whole. The Introductory Section and Statistical Section have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we do not express an opinion or provide any assurance on them. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated November 3, 2020, on our consideration of the Town of Fountain Hills, Arizona’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the effectiveness of internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the Town of Fountain Hills, Arizona’s internal control over financial reporting and compliance. Heinfeld, Meech & Co., P.C. Phoenix, Arizona November 3, 2020 Page 18 MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) (Required Supplementary Information) Page 19 (This page intentionally left blank) Page 20 TOWN OF FOUNTAIN HILLS, ARIZONA MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) YEAR ENDED JUNE 30, 2020 As management of the Town of Fountain Hills, Arizona (Town), we offer readers of the Town’s financial statements this narrative overview and analysis of the financial activities of the Town for the fiscal year ended June 30, 2020. This discussion and analysis is intended to be an easily readable breakdown of the Town of Fountain Hills’ financial activities based on currently known facts, decisions and conditions. This analysis focuses on current year activities and operations and should be read in combination with the transmittal letter and the financial statements that follow. The management’s discussion and analysis is presented as required supplementary information to supplement the basic financial statements. FINANCIAL HIGHLIGHTS  The Town’s total net position of governmental activities increased $0.5 million to $124.2 million, representing a 0.4 percent increase of the total net position.  General revenues from governmental activities accounted for $23.3 million in revenue, or 85.7 percent of all revenues from governmental activities. Program specific revenues in the form of charges for services and grants and contributions accounted for $3.9 million or 14.3 percent of total governmental activities revenues.  The Town had $26.8 million in expenses related to governmental activities, an increase of 1.3 percent from the prior fiscal year, primarily due to increased public safety costs.  Among the major governmental funds, the General Fund had $19.4 million in current fiscal year revenues, which consisted primarily of taxes and intergovernmental revenues. The total expenditures of the General Fund were $16.3 million. The General Fund’s fund balance increased $2.1 million to $9.4 million at the end of the current fiscal year. OVERVIEW OF FINANCIAL STATEMENTS This discussion and analysis is intended to serve as an introduction to the Town’s basic financial statements. The Town’s basic financial statements comprise three components: 1) government- wide financial statements, 2) fund financial statements, and 3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements themselves. Page 21 TOWN OF FOUNTAIN HILLS, ARIZONA MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) YEAR ENDED JUNE 30, 2020 OVERVIEW OF FINANCIAL STATEMENTS – continued Government-wide financial statements. The government-wide financial statements provide readers with a broad overview of the Town’s finances, in a manner similar to a private-sector business. These statements are prepared using the accrual basis of accounting. The Statement of Net Position presents information on all of the Town’s assets, liabilities, and deferred inflows/outflows of resources with the difference reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the Town is improving or deteriorating. The Statement of Activities presents information showing how the Town’s net position changed during the most recent fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g., earned but unused compensated absences). The government-wide financial statements distinguish functions of the Town that are principally supported by taxes and intergovernmental revenues (governmental activities). The governmental activities of the Town include administration, development services, public safety, public works, and culture and recreation. Fund financial statements. A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The Town uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. All of the funds of the Town are included in governmental funds. Governmental funds. Governmental funds are used to account for essentially the same functions reported as governmental activities in the government-wide financial statements. However, unlike the government-wide financial statements, governmental fund financial statements use the modified accrual basis of accounting and focus on near-term inflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating the Town’s near-term financing requirements. Because the focus of governmental funds is narrower than that of the government-wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, readers may better understand the long-term impact of the Town’s near-term financing decision. Both the governmental fund balance sheet and the governmental fund statement of revenues, expenditures and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. Page 22 TOWN OF FOUNTAIN HILLS, ARIZONA MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) YEAR ENDED JUNE 30, 2020 OVERVIEW OF FINANCIAL STATEMENTS – continued Information is presented separately in the governmental fund balance sheet and in the governmental fund statement of revenues, expenditures and changes in fund balances for the General, Highway User Revenue (HURF), Grants, Capital Projects and all Debt Service Funds, all of which are considered major funds. Data from other governmental funds are combined into a single, aggregated presentation. Individual fund data for each of these non-major governmental funds is provided in the form of combining statements and schedules. Notes to the financial statements. The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. The notes to the financial statements can be found immediately following the basic financial statements. Other information. In addition to the basic financial statements and accompanying notes, this report also presents certain required supplementary information concerning the Town’s budget process. The Town adopts an annual budget for all governmental funds. A schedule of revenues, expenditures and changes in fund balances - budget and actual has been provided for the General Fund and major Special Revenue Funds as required supplementary information. GOVERNMENT-WIDE FINANCIAL ANALYSIS While this document contains information about the funds used by the Town to provide services to our citizens, the Statement of Net Position and the Statement of Activities serve to provide an answer to the question of how the Town, as a whole, did financially throughout the year. These statements include all assets and liabilities using the accrual basis of accounting similar to the accounting used by the private sector. The basis for this accounting takes into account all of the current year’s revenues and expenses regardless of when the cash is received or paid. These two statements report the Town’s assets and the changes in those assets. The change in assets is important because it tells the reader whether the financial position of the Town as a whole has improved or diminished. However, in evaluating the overall position of the Town, non- financial information such as changes in the Town’s tax base and the condition of the Town’s capital assets will also need to be evaluated. Analysis of Net Position. Net position may serve over time as a useful indicator of a government’s financial position. In the case of the Town, assets related to governmental activities exceeded liabilities by $124.2 million at the end of the fiscal year. Page 23 TOWN OF FOUNTAIN HILLS, ARIZONA MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) YEAR ENDED JUNE 30, 2020 GOVERNMENT-WIDE FINANCIAL ANALYSIS – continued The largest portion of the Town’s governmental activities net position reflects its investment in capital assets (e.g., land, infrastructure, buildings and improvements, vehicles, machinery and equipment and construction in progress); less any related outstanding debt used to acquire those assets. The Town uses these capital assets to provide services to its citizens; consequently, these assets are not available for future spending. Although the Town’s investment in its capital assets is reported net of related outstanding debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. In addition, a portion of the Town’s net position represents resources that are subject to external restrictions on how they may be used. The remaining balance is unrestricted and may be used to meet the Town’s ongoing obligations to its citizens and creditors. The following tables present a summary of the Town’s net position for the fiscal years ended June 30, 2020 and June 30, 2019. Governmental Activities As of June 30, 2020 As of June 30, 2019 Current and other assets $ 23,329,463 $ 20,419,804 Capital assets, net 104,404,331 107,559,746 Total assets 127,733,794 127,979,550 Current and other liabilities 3,338,678 3,661,199 Long-term liabilities 236,576 631,777 Total liabilities 3,575,254 4,292,976 Net position Net investment in capital assets 104,004,331 104,781,328 Restricted 2,766,041 3,646,449 Unrestricted 17,388,168 15,258,797 Total net position $ 124,158,540 $ 123,686,574 At the end of the current fiscal year the Town reported positive balances in all three categories of net position for governmental activities. The Town also reported positive balances in all net position categories in the prior fiscal year. Page 24 TOWN OF FOUNTAIN HILLS, ARIZONA MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) YEAR ENDED JUNE 30, 2020 GOVERNMENT-WIDE FINANCIAL ANALYSIS – continued The Town’s financial position is the product of several financial transactions including the net results of activities, the acquisition and payment of debt, the acquisition and disposal of capital assets, and the depreciation of capital assets. Changes in net position. The Town’s total revenues for the current fiscal year were $27.2 million. The total cost of all programs and services was $26.8 million. The following table presents a summary of the changes in net position for the fiscal years ended June 30, 2020 and June 30, 2019. Governmental Activities Fiscal Year Ended June 30, 2020 Fiscal Year Ended June 30, 2019 Revenues Program revenues: Charges for services $ 1,783,926 $ 2,676,671 Operating grants and contributions 2,007,841 1,850,676 Capital grants and contributions 91,245 181,939 General revenues Property taxes 2,077,368 2,476,546 Sales taxes 13,172,390 11,491,123 Franchise taxes 434,896 423,947 State-shared revenue 5,813,932 5,453,029 Vehicle License taxes 1,060,839 1,061,441 Investment earnings 545,983 554,549 Miscellaneous 236,452 202,969 Total revenues $ 27,224,872 $ 26,372,890 Expenses General government $ 3,470,936 3,318,477 Development services 825,884 867,725 Public safety 9,003,452 8,142,069 Public works 9,961,306 10,263,244 Culture and recreation 3,490,447 3,767,996 Interest on long-term debt 881 57,054 Total expenses 26,752,906 26,416,565 Excess before special item 471,966 (43,675) Special item – Donation of capital assets 0 6,118,700 Changes in net position 471,966 6,075,025 Net position, beginning 123,686,574 117,611,549 Net position, ending $124,158,540 $ 123,686,574 Page 25 TOWN OF FOUNTAIN HILLS, ARIZONA MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) YEAR ENDED JUNE 30, 2020 GOVERNMENT-WIDE FINANCIAL ANALYSIS – continued The charts below compare the governmental expenses from fiscal years 2019-20 and 2018-19. Page 26 TOWN OF FOUNTAIN HILLS, ARIZONA MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) YEAR ENDED JUNE 30, 2020 GOVERNMENT-WIDE FINANCIAL ANALYSIS – continued The following items are significant current year transactions that have had an impact on the change of net position.  Fees, Fines and Charges for Services revenue decreased 33.4 percent compared to the prior year due to the coronavirus pandemic resulting in the shutdown of the U.S. economy.  Investment income decreased in the current year 1.5 percent over the prior year due to the coronavirus pandemic, slowing economy, and lower interest rates.  Interest on long-term debt decreased 98.5 percent due to the retirement of all town-wide bonded debt.  Public safety costs, which include fire protection and police services, increased 10.6 percent; the fire contract is multi-year with automatic increases while the police contract is based on cost reimbursement.  Overall, expenses increased 1.3 percent due primarily to increase public safety costs. The following table presents the cost of the Town’s major functional activities. The table also shows each function’s net cost (total cost less charges for services generated by the activities and intergovernmental aid provided for specific programs). The net cost shows the financial burden that was placed on the Town’s taxpayers by each of these functions. Year Ended June 30, 2020 Year Ended June 30, 2019 Total Expenses Net (Expense)/ Revenue Total Expenses Net (Expense)/ Revenue Governmental Activities General government $ 3,470,936 $ (2,845,747) $ 3,318,477 $ (2,946,699) Development services 825,884 (216,992) 867,725 276,146 Public safety 9,003,452 (8,856,335) 8,142,069 (7,940,248) Public works 9,961,306 (7,989,399) 10,263,244 (8,573,437) Culture and recreation 3,490,447 (2,960,540) 3,767,996 (2,465,987) Interest on long-term debt 881 (881) 57,054 (57,054) Total expenses $ 26,752,906 $ (22,869,894) $ 26,416,565 $ (21,707,279)  The cost of all governmental activities this year was $26.8 million.  Federal, State, and county governments and charges for services subsidized certain governmental programs with revenues of $3.9 million.  Net cost of governmental activities of $22.9 million was financed by general revenues, which consist of primarily sales taxes of $13.2 million and State-shared revenues of $6.9 million. Page 27 TOWN OF FOUNTAIN HILLS, ARIZONA MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) YEAR ENDED JUNE 30, 2020 FINANCIAL ANALYSIS OF THE TOWN’S FUNDS As noted earlier, the Town uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. Governmental funds. The focus of the Town’s governmental funds is to provide information on near-term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the Town’s financing requirements. In particular, unassigned fund balance may serve as a useful measure of the Town’s net resources available for spending at the end of the fiscal year. The financial performance of the Town as a whole is reflected in its governmental funds. As the Town completed the year, its governmental funds reported an increase of $1.2 million in the combined fund balance from $19.3 million to $20.5 million. The General Fund comprises 45.9 percent of the total fund balance. Approximately $5.5 million or 58.8 percent of the General Fund’s fund balance is unassigned. The General Fund is the principal operating fund of the Town. The fund balance increased by $2.1 million to $9.4 million as of fiscal year end. General Fund revenues increased $1.9 million primarily due to increased local sales tax collections. General Fund expenditures increased $1.7 million. In addition to the increases of the public safety contracts, the Town also replaced a fire truck, which was a major investment in capital assets. The Highway User Revenue Fund comprises 8.0 percent of total fund balance. The fund balance decreased $1.0 million from the prior year because of the continuation of the pavement management program. The Capital Projects Fund comprises 29.7 percent of the total fund balance. All of the fund balance is committed or assigned to capital projects. The fund balance increased $268 thousand due to increased construction-related sales tax. BUDGETARY HIGHLIGHTS A majority of the budget transfers for the fiscal year moved budget authority between departments within the General Fund; however, the final budget for the General Fund did increase $234,500 thousand as a result of transfers from non-major funds. Page 28 TOWN OF FOUNTAIN HILLS, ARIZONA MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) YEAR ENDED JUNE 30, 2020 BUDGETARY HIGHLIGHTS – continued A schedule showing the budget amounts compared to the Town’s actual financial activity for the General Fund is provided in this report as required supplementary information. The significant variances are summarized as follows:  The favorable variance of $2.1 million in overall revenues is primarily due to increased local sales taxes collected from a 0.3% tax rate increase, effective 11/1/2019, and an increase in construction activity.  The favorable total expenditures variance of $1.7 million is due primarily to lowered expenditures throughout all departments, in particular contractual services. CAPITAL ASSETS AND DEBT ADMINISTRATION Capital Assets. As of the end of the current fiscal year, the Town had invested $227.5 million in capital assets, including buildings, facilities, vehicles, computers, equipment, infrastructure and artwork. This amount represents a net increase, prior to depreciation, of $1.5 million from the prior fiscal year. The increase was primarily due to the purchase and replacement of vehicles and equipment and the completion of Phase IV of the unpaved alley project and sidewalk infills. Total depreciation expense for the current fiscal year was $5.3 million. The following schedule presents a summary of capital asset balances for the fiscal years ended June 30, 2020 and June 30, 2019. Governmental Activities As of June 30, 2020 As of June 30, 2019 Capital assets – non-depreciable $ 34,417,953 $ 33,387,396 Capital assets – depreciable, net 69,986,378 74,172,350 Total $104,404,331 $107,559,746 The estimated construction commitments amount is $910,125. Additional information on the Town’s capital assets can be found in Note 5. Debt Administration. At year-end, the Town had $400 thousand in governmental long-term debt outstanding, with the entire balance due within one year. Long-term debt decreased by $2.4 million during the current fiscal year. Page 29 TOWN OF FOUNTAIN HILLS, ARIZONA MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A) YEAR ENDED JUNE 30, 2020 CAPITAL ASSETS AND DEBT ADMINISTRATION – continued State statutes currently limit the amount of general obligation debt a Town may issue to a percentage of its total assessed valuation for water, sewer, artificial lighting, parks, open space, recreational facility improvements, public safety, law enforcement, fire and emergency facilities and street and transportation facilities. The current 20 percent debt limitation for the Town is $113 million. State statutes also currently limit the amount of general obligation debt a Town may issue to a percentage of its total assessed valuation for all other purposes. The current 6 percent debt limitation for the Town is $33.9 million. Additional information on the Town’s long-term debt can be found in Notes 6 and 7 in the notes to the financial statements. ECONOMIC FACTORS AND NEXT YEAR’S BUDGET AND RATES Many factors were considered by the Town’s administration during the process of developing the fiscal year 2020-21 budget. Among them:  Revenue projections were developed using conservative growth estimates and did not include anticipated revenues that will be received from soon-to-be completed developments.  The COVID-19 pandemic has increased uncertainty around budgeted revenues. In response, a large contingency line item has been budgeted in case less revenues are received.  Also considered in the development of the budget is the local economy and inflation of the surrounding area. Budgeted expenditures for the Town increased 3.7 percent to $33.8 million in fiscal year 2020-21. Revenues from local sales taxes and state-shared revenue are expected to be the primary funding sources. CONTACTING THE TOWN’S FINANCIAL MANAGEMENT This financial report is designed to provide our citizens, taxpayers, customers, investors and creditors with a general overview of the Town’s finances and to demonstrate the Town’s accountability for the resources it receives. If you have questions about this report or need additional information, contact the Finance Division, Town of Fountain Hills, 16705 East Avenue of the Fountains, Fountain Hills, Arizona 85268 or visit our website at www.fh.az.gov. Page 30 BASIC FINANCIAL STATEMENTS Page 31 (This page intentionally left blank) Page 32 GOVERNMENT-WIDE FINANCIAL STATEMENTS Page 33 ASSETS Current assets: Cash and investments Accounts receivable Intergovernmental receivable Taxes receivable Interest receivable Inventory, at cost Prepaid items Total current assets Noncurrent assets: Capital assets not being depreciated Capital assets, net of accumulated depreciation Total noncurrent assets Total assets LIABILITIES Current liabilities: Accounts payable Accrued wages and benefits Other liabilities Customer deposits Compensated absences payable General obligation bonds payable Unearned revenues Total current liabilities Noncurrent liabilities: Non-current portion of long-term liabilities Total noncurrent liabilities Total liabilities NET POSITION Net investment in capital assets Restricted Unrestricted Total net position Governmental Activities $ 22,129,907 147,094 938,992 65,807 36,263 8,982 2,418 23,329,463 34,417,953 69,986,378 104,404,331 127,733,794 2,178,254 83,651 1,504 52,350 345,921 400,000 276,998 3,338,678 236,576 236,576 3,575,254 104,004,331 2,766,041 17,388,168 $124,158,540 TOWN OF FOUNTAIN HILLS, ARIZONA STATEMENT OF NET POSITION JUNE 30, 2020 The notes to the basic financial statements are an integral part of this statement. Page 34 Program Revenues Net (Expense) Revenue and Changes in Net Position Functions/Programs Governmental activities: General government Development services Public safety Public works Culture and recreation Interest on long-term debt Total governmental activities Expenses $ 3,470,936 825,884 9,003,452 9,961,306 3,490,447 881 $26,752,906 Charges for Services $ 533,189 608,892 100,444 131,750 409,651 $1,783,926 Operating Grants and Contributions $ 92,000 46,673 1,840,157 29,011 $2,007,841 Capital Grants and Contributions $ 91,245 $91,245 Governmental Activities $ (2,845,747) (216,992) (8,856,335) (7,989,399) (2,960,540) (881) (22,869,894) General revenues: Taxes: Property taxes Sales taxes Franchise taxes State sales & income tax revenue sharing - unrestricted Vehicle license tax revenue sharing - unrestricted Investment earnings Miscellaneous Total general revenues Changes in net position Net position, beginning of year Net position, end of year 2,077,368 13,172,390 434,896 5,813,932 1,060,839 545,983 236,452 23,341,860 471,966 123,686,574 $124,158,540 TOWN OF FOUNTAIN HILLS, ARIZONA STATEMENT OF ACTIVITIES YEAR ENDED JUNE 30, 2020 The notes to the basic financial statements are an integral part of this statement. Page 35 (This page intentionally left blank) Page 36 FUND FINANCIAL STATEMENTS Page 37 ASSETS Cash and investments Accounts receivable Intergovernmental receivable Taxes receivable Interest receivable Inventory, at cost Prepaid items Total assets LIABILITIES, DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES Liabilities: Accounts payable Accrued wages and benefits Other liabilities Customer deposits Unearned revenues Total liabilities Deferred inflows of resources: Unavailable revenues - property taxes Unavailable revenues - intergovernmental Unavailable revenues - other Total deferred inflows of resources Fund balances (deficits): Nonspendable Restricted Committed Assigned Unassigned Total fund balances Total liabilities, deferred inflows of resources and fund balances General $ 9,175,656 120,779 604,412 13,607 8,982 2,418 $9,925,854 $ 364,867 67,105 1,498 52,350 18,097 503,917 3,043 3,043 11,400 3,249,354 622,641 5,535,499 9,418,894 $9,925,854 Highway User Revenue $ 2,410,401 24,440 193,861 $2,628,702 $ 944,078 7,781 6 951,865 24,291 24,291 1,426,674 225,872 1,652,546 $2,628,702 Grants $ 195,736 66,361 $262,097 $ 3,196 258,901 262,097 66,361 66,361 (66,361) (66,361) $262,097 TOWN OF FOUNTAIN HILLS, ARIZONA BALANCE SHEET - GOVERNMENTAL FUNDS JUNE 30, 2020 The notes to the basic financial statements are an integral part of this statement. Page 38 General Obligation Debt Service $ 113,164 57,307 $170,471 $ 46,252 46,252 124,219 124,219 $170,471 Eagle Mountain Debt Service $ 23,478 8,500 $31,978 $ 5,666 5,666 26,312 26,312 $31,978 Municipal Property Corporation Debt Service $ 11,537 $11,537 $ 11,537 11,537 $11,537 Capital Projects $ 6,838,934 58,623 20,638 $6,918,195 $ 759,845 759,845 58,623 58,623 4,488,812 1,610,915 6,099,727 $6,918,195 Non-Major Governmental Funds $ 3,361,001 1,875 15,735 2,018 $3,380,629 $ 106,268 8,765 115,033 1,120,141 1,579,998 565,457 3,265,596 $3,380,629 Total Governmental Funds $ 22,129,907 147,094 938,992 65,807 36,263 8,982 2,418 $23,329,463 $ 2,178,254 83,651 1,504 52,350 276,998 2,592,757 51,918 58,623 93,695 204,236 11,400 2,708,883 9,318,164 3,024,885 5,469,138 20,532,470 $23,329,463 Page 39 (This page intentionally left blank) Page 40 Total governmental fund balances 20,532,470 Amounts reported for governmental activities in the Statement of Net Position are different because: Capital assets used in governmental activities are not financial resources and, therefore, are not reported in the funds. Governmental capital assets 227,543,496$ Less accumulated depreciation (123,139,165)104,404,331 Some receivables are not available to pay for current period expenditures and, therefore, are reported as deferred inflows of resources in the funds. Property taxes 51,918 Intergovernmental 58,623 Other 93,695 204,236 Long-term liabilities are not due and payable in the current period and, therefore, are not reported in the funds. Compensated absences payable (582,497) Bonds payable (400,000)(982,497) Net position of governmental activities 124,158,540$ TOWN OF FOUNTAIN HILLS, ARIZONA RECONCILIATION OF THE BALANCE SHEET - GOVERNMENTAL FUNDS TO THE STATEMENT OF NET POSITION JUNE 30, 2020 The notes to the basic financial statements are an integral part of this statement. Page 41 Revenues: Property taxes Sales taxes Franchise taxes Licenses and permits Leases and rents Intergovernmental Charges for services Other Fines and forfeitures Investment earnings Total revenues Expenditures: Current - General government Development services Public safety Public works Culture and recreation Capital outlay Debt service - Principal retirement Interest on long-term debt Fiscal charges Total expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses): Transfer in Transfer out Proceeds from sale of capital assets Total other financing sources (uses) Changes in fund balances Fund balances, beginning of year Fund balances, end of year General $ 10,775,505 434,896 715,368 286,391 6,178,807 219,106 320,206 256,153 228,622 19,415,054 2,937,208 797,513 8,564,335 954,970 2,430,480 603,077 16,287,583 3,127,471 (1,003,235) (1,003,235) 2,124,236 7,294,658 $9,418,894 Highway User Revenue $ 961,250 2,572,745 3,841 48,326 45,419 3,631,581 4,194,703 337,999 4,532,702 (901,121) 200,000 (346,813) (146,813) (1,047,934) 2,700,480 $1,652,546 Grants $ 77,500 77,500 77,500 132,722 210,222 (132,722) 66,361 66,361 (66,361) $(66,361) TOWN OF FOUNTAIN HILLS, ARIZONA STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - GOVERNMENTAL FUNDS YEAR ENDED JUNE 30, 2020 The notes to the basic financial statements are an integral part of this statement. Page 42 General Obligation Debt Service $ 1,665,453 7,063 1,672,516 1,615,000 48,450 850 1,664,300 8,216 8,216 116,003 $124,219 Eagle Mountain Debt Service $ 414,614 1,736 416,350 395,000 13,991 138 409,129 7,221 7,221 19,091 $26,312 Municipal Property Corporation Debt Service $ 1,866 1,866 300,000 4,860 1,010 305,870 (304,004) 303,235 303,235 (769) 12,306 $11,537 Capital Projects $ 955,010 15,000 10,000 193,926 1,173,936 2,294 404,170 1,642,725 2,049,189 (875,253) 990,775 (266,361) 418,585 1,142,999 267,746 5,831,981 $6,099,727 Non-Major Governmental Funds $ 6,701 480,625 120,363 76,244 8,693 25,551 67,351 785,528 263,189 1,723 492,455 179,362 936,729 (151,201) 368,607 (312,569) 56,038 (95,163) 3,360,759 $3,265,596 Total Governmental Funds $ 2,086,768 13,172,390 434,896 835,731 286,391 8,920,296 222,947 387,225 281,704 545,983 27,174,331 3,280,191 797,513 8,566,058 6,046,298 2,609,842 2,716,523 2,310,000 67,301 1,998 26,395,724 778,607 1,928,978 (1,928,978) 418,585 418,585 1,197,192 19,335,278 $20,532,470 Page 43 Changes in fund balances - total governmental funds 1,197,192$ Amounts reported for governmental activities in the Statement of Activities are different because: Governmental funds report the portion of capital outlay for capitalized assets as expenditures. However, in the Statement of Activities, the costs of those assets are allocated over their estimated useful lives as depreciation expense. Expenditures for capitalized assets 2,689,270$ Less current year depreciation (5,318,203) (2,628,933) Some revenues in the Statement of Activities that do not provide current financial resources are not reported as revenues in the funds. Property taxes (9,400) Intergovernmental 58,623 Other 87,275 136,498 Repayments of bond principal are expenditures in the governmental funds, but the repayment reduces long-term liabilities in the Statement of 2,310,000 Net Position. Some expenses reported in the Statement of Activities do not require the use of current financial resources and, therefore, are not reported as expenditures in governmental funds. Loss on disposal of assets (526,482) Amortization of deferred bond items 68,418 Compensated absences (84,727) (542,791) Changes in net position in governmental activities 471,966$ TOWN OF FOUNTAIN HILLS, ARIZONA RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES YEAR ENDED JUNE 30, 2020 The notes to the basic financial statements are an integral part of this statement. Page 44 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Town of Fountain Hills, Arizona (Town) have been prepared in conformity with accounting principles generally accepted in the United States of America as applied to government units. The Governmental Accounting Standards Board (GASB) is the accepted standard-setting body for establishing governmental accounting and financial reporting principles. The more significant of the Town’s accounting policies are described below. A. Reporting Entity The Town’s major operations include development services, culture and recreation, public works, public safety and general administrative services. The Town is a municipal corporation governed by an elected Mayor and Council. The financial reporting entity consists of a primary government and its component units. A component unit is a legally separate entity that must be included in the reporting entity in conformity with generally accepted accounting principles. The Town is a primary government that has a separately elected governing body, is legally separate, and is fiscally independent of other state or local governments. Furthermore, the component units combined with the Town for financial statement presentation purposes and the Town are not included in any other governmental reporting entity. Consequently, the Town’s financial statements include only the funds of those organizational entities for which its elected governing body is financially accountable. Eagle Mountain Community Facilities District and the Cottonwoods Maintenance District. As special purpose districts and separate political subdivisions under the Arizona Constitution, the Districts can levy taxes and issue bonds independently of the Town. Property owners in the designated areas are assessed taxes for the costs of operating the Districts. The Town Council serves as the Board of Directors; however, the Town has no liability for the Districts’ debt, the Districts are responsible for the debt; the debt is therefore not subject to the Town’s debt limit. The Districts cannot be part of another reporting entity. The Districts’ governing bodies are substantially the same as the Town and the Town’s management oversees operations, resulting in the Town having the ability to exercise control. As a result, for financial reporting purposes, transactions of the Districts are combined together and included as if they were part of the Town’s operations. Page 45 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Town of Fountain Hills, Arizona Municipal Property Corporation. The Town of Fountain Hills, Arizona Municipal Property Corporation’s (MPC) Board of Directors consists of three members which are appointed by the Fountain Hills Town Council. The MPC, which is a nonprofit corporation incorporated under the laws of the State of Arizona, was formed for the sole purpose of assisting the Town in obtaining financing for various projects of the Town. The Town has a “moral obligation” for the repayment of the MPC’s bonds. The MPC cannot be part of another reporting entity. The MPC provides services exclusively to the Town. As a result, for financial reporting purposes, transactions of the MPC are combined together and included as if they were part of the Town’s operations. B. Government-Wide and Fund Financial Statements The government-wide financial statements (i.e., the statement of net position and the statement of activities) present financial information about the Town as a whole. The reported information includes all of the Town's component units. For the most part, the effect of internal activity has been removed from these statements. Interfund services provided and used, such as interfund transfers, are not eliminated in the process of consolidation. Governmental activities normally are supported by taxes and intergovernmental revenues. The Town does not have any fiduciary or business-type activities. The statement of activities demonstrates the degree to which the direct expenses of a given function or segment is offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function or segment and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes, unrestricted state shared revenues, investment income and other items not included among program revenues are reported instead as general revenues. C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation Government-wide Financial Statements – The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the grantor or provider have been met. As a general rule, the effect of internal activity has been eliminated from the government- wide financial statements; however, the effects of interfund services provided and used between functions are reported as expenses and program revenues at amounts approximating their external exchange value. Page 46 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fund Financial Statements – Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the Town considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences, and claims and judgments, are recorded only when payment is due. Property taxes, sales taxes, franchise taxes, state shared revenues, licenses and permits, charges for services, and investment earnings associated with the current fiscal period are all considered to be susceptible to accrual and have been recognized as revenues of the current fiscal period. Grants and similar awards are recognized as revenue as soon as all eligibility requirements imposed by the grantor or provider have been met. Miscellaneous revenue is not susceptible to accrual because generally they are not measurable until received in cash. Unearned revenues arise when resources are received by the Town before it has legal claim to them, as when grant monies are received prior to meeting all eligibility requirements imposed by the provider. The focus of governmental fund financial statements is on major funds rather than reporting funds by type. Each major fund is presented in a separate column. The Town reports the following major governmental funds. General Fund – The General Fund is the Town’s primary operating fund. This fund accounts for all financial resources of the Town, except those required to be accounted for in other funds. Highway User Revenue Fund (HURF) – This fund accounts for the Town’s share of motor vehicle fuel tax revenues and sales tax. Grants Fund – This fund accounts for the activities of various restricted grants and contributions received by the Town. General Obligation Debt Service Fund – This fund accounts for the Town’s property tax revenues received to pay the debt service of the Town’s general obligation bonds. Municipal Property Corporation Debt Service Fund – This fund accounts for the revenues received to pay the debt service on MPC revenue bonds. Page 47 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Eagle Mountain Debt Service Fund – This fund accounts for the property tax revenues restricted to pay the debt service of the Eagle Mountain Community Facilities District. Capital Projects Fund – This fund accounts for the capital improvements to various projects and equipment purchases of the Town. D. Cash and Investments Cash and cash equivalents at year end were cash on hand, cash in bank, restricted cash, and cash and investments held by the State Treasurer. Cash and investments are pooled, except for investments that are restricted under provisions of bond indentures or other restrictions that are required to be reported in the individual funds. Arizona Revised Statutes authorize the Town to invest public monies in the State Treasurer’s local government investment pools, the County Treasurer’s investment pool, obligations of the U.S. Government and its agencies, obligations of the state and certain local government subdivisions, interest-bearing savings accounts and certificates of deposit, collateralized repurchase agreements, certain obligations of U.S. corporations, and certain other securities. Investments are stated at fair value. Arizona statute requires a pooled collateral program for public deposits and a Statewide Collateral Pool Administrator (Administrator) in the State Treasurer’s Office. The purpose of the pooled collateral program is to ensure that governmental entities’ public deposits placed in participating depositories are secured with collateral of 102 percent of the public deposits, less any applicable deposit insurance. An eligible depository may not retain or accept any public deposit unless it has deposited the required collateral with a qualified escrow agent or the Administrator. The Administrator manages the pooled collateral program, including reporting on each depository’s compliance with the program. E. Investment Earnings Investment earnings is composed of interest, dividends, and net changes in the fair value of applicable investments. Investment earnings is a component of revenue in the governmental funds financial statements. Page 48 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES F. Receivables and Payables Activity between funds that is representative of lending/borrowing arrangements outstanding at the end of the fiscal year is referred to as either “due to/from other funds” (i.e., the current portion of interfund loans) or “advances to/from other funds” (i.e., the non-current portion of interfund loans). Interfund balances between governmental funds are eliminated on the statement of net position. Property taxes are levied by the Town and collected by the Maricopa County Treasurer. Property taxes are levied no later than the third Monday in August and are payable in two installments due October 1 of the current year and March 1 of the subsequent year. Taxes become delinquent after the first business day of November and May, respectively. Interest attaches on installments after the delinquency date. All receivables are shown net of an allowance for uncollectibles. G. Inventory All inventories are valued at average cost using the first-in/first-out (FIFO) method. Inventories consist of expendable supplies held for consumption. Inventories are recorded as expenses when consumed in the government-wide financial statements, and as expenditures when consumed in the governmental funds. H. Prepaid Items Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items in both the government-wide and fund financial statements. In the government-wide and fund financial statements, prepaids are recognized as expenses/expenditures when goods and/or services are received rather than when purchased. I. Capital Assets Capital assets, which include land and improvements, artwork, buildings and improvements, vehicles, machinery, and equipment, construction in progress, and infrastructure assets, are reported in the government-wide financial statements. Capital assets are defined by the Town as assets with an initial, individual cost in excess of $10,000 and an estimated useful life in excess of one year. Capital assets are recorded at historical cost, if purchased or constructed. Donated capital assets are recorded at the acquisition value at the date of donation. Page 49 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The costs of normal maintenance and repairs that do not add to the value of the assets or materially extend the life of the asset are not capitalized. Capital assets of the Town are depreciated using the straight-line method over the following estimated useful lives: Buildings and building improvements 20 - 50 years Improvements other than buildings 20 years Infrastructure 15 - 50 years Vehicles, machinery and equipment 5 - 20 years J. Deferred Outflows/Inflows of Resources In addition to assets, the statement of financial position may report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position that applies to a future period and so will not be recognized as an outflow of resources (expense/expenditure) until then. The Town did not have any items that qualified for reporting in this category. In addition to liabilities, the statement of financial position may report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position that applies to a future period and so will not be recognized as an inflow of resources (revenue) until that time. K. Compensated Absences The Town’s employee vacation and sick leave policies generally provide for granting vacation and sick leave with pay. Sick leave and vacation benefits accrue as pay periods are completed at the current rate of pay. All eligible full-time and part-time regularly-scheduled employees can accrue vacation leave. Employees accrue up to a maximum of two times the yearly maximum accrual of vacation through carryover of balances. In the event of termination, employees will be paid for any accrued, but unused, vacation hours. Full-time and part-time regularly-scheduled employees accrue sick leave, up to a maximum of 1040 hours. Part-time non-regularly-scheduled, temporary, or seasonal, and other employees accrue paid sick time for hours worked, not to exceed 40 hours per calendar year. Page 50 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The current and long-term liabilities, including related benefits, for accumulated vacation and sick leave are reported on the government-wide financial statements. A liability for these amounts is reported in governmental funds only if they have matured, for example, as a result of employee termination, resignations and retirements. Generally, resources from the General Fund are used to pay for compensated absences. L. Long-term Obligations In the government-wide financial statements, long-term debt and other long-term obligations are reported as liabilities on the statement of net position. Bond premiums and discounts are amortized over the life of the bonds using the straight-line method. Deferred amounts on refunding result from the difference between the carrying value of refunded debt and its reacquisition price. This amount is deferred and amortized over the shorter of the life of the refunded or refunding debt. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. M. Interfund Activity Flows of cash from one fund to another without a requirement for repayment are reported as interfund transfers. Interfund transfers between governmental funds are eliminated in the statement of activities. Interfund transfers in the fund financial statements are reported as other financing sources/uses in governmental funds. N. Net Position Flow Assumption In the government-wide financial statements the Town applies restricted resources first when outlays are incurred for purposes for which either restricted or unrestricted amounts are available. Page 51 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES O. Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ from those estimates. NOTE 2 – FUND BALANCE CLASSIFICATIONS Fund balances of the governmental funds are reported separately within classifications based on a hierarchy of the constraints placed on the use of those resources. The classifications are based on the relative strength of the constraints that control how the specific amounts can be spent. The classifications are nonspendable, restricted, committed, assigned, and unassigned fund balance classifications. Nonspendable. The nonspendable fund balance classification includes amounts that cannot be spent because they are not in spendable form, or legally or contractually required to be maintained intact. Restricted. Fund balance is reported as restricted when constraints placed on the use of resources are either externally imposed by creditors (such as through debt covenants), grantors, contributors, or laws or regulations of other governments or is imposed by law through constitutional provisions or enabling legislation. Committed. The committed fund balance classification includes amounts that can be used only for the specific purposes imposed by formal action of the Town Council, the Town’s highest level of decision making authority, by ordinance. Those committed amounts cannot be used for any other purpose unless the Town Council removes or changes the specified use by taking the same type of action it employed to previously commit those amounts. Assigned. Amounts in the assigned fund balance classification are intended to be used by the Town for specific purposes but do not meet the criteria to be classified as restricted or committed. In governmental funds other than the General Fund, assigned fund balance represents the remaining amount that is not restricted or committed. In the General Fund, assigned amounts represent intended uses established by the Town Council or a management official delegated that authority by formal Town Council action. The authority to make assignments has been delegated by the Town Council to the Finance Director. Page 52 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 2 – FUND BALANCE CLASSIFICATIONS Unassigned. Unassigned fund balance is the residual classification for the General Fund and includes all spendable amounts not contained in the other classifications. In other governmental funds, the unassigned classification is used only to report a deficit balance resulting from overspending for specific purposes for which amounts had been restricted, committed, or assigned. The Town applies restricted resources first when outlays are incurred for purposes for which either restricted or unrestricted (committed, assigned, and unassigned) amounts are available. Similarly, within unrestricted fund balance, committed amounts are reduced first followed by assigned, and then unassigned amounts when expenditures are incurred for purposes for which amounts in any of the unrestricted fund balance classifications could be used. The Town has established a fund balance policy which states that the combined General Fund operating fund balance should be at least 30 percent of the average actual General Fund revenues for the preceding five fiscal years. The Town has established a stabilization fund (Rainy Day fund) in the Town’s fund balance policy. The Rainy Day fund had a balance of $3,086,699, reported as a committed fund balance at June 30, 2020. The Rainy Day fund may only be used for the following: 1) to replace the loss of more than 25 percent of the Town’s local share of state shared revenues, 2) for any event that threatens the health, safety or welfare of the Town’s citizens, 3) for any event that threatens the fiscal stability of the Town, and lastly 4) to address any matter declared as an emergency by the governor of the State of Arizona or the Mayor of the Town. All withdrawals from the Rainy Day fund shall be subject to the following rules: 1) any appropriation shall require the approval by at least 2/3 vote by the Town Council, and 2) the maximum amount of Rainy Day withdrawal in any fiscal year shall not exceed one-half of the total balance in the fund. Replenishment of the Rainy Day fund when spent by the Town should not exceed a period of more than five years, and should be repaid in annual installments of not less than one percent of the previous fiscal year General Fund balance. Repayments shall be appropriated as part of the annual budget adoption. Page 53 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 2 – FUND BALANCE CLASSIFICATIONS The table below provides detail of the major components of the Town’s fund balance classifications at year end. General Fund Highway User Revenue Fund Grants Fund General Obligation Debt Service Fund Eagle Mountain Debt Service Fund Municipal Property Corporation Debt Service Fund Capital Projects Fund Non-Major Governmental Funds Total Fund Balances: Nonspendable: Inventory $ 8,982 $ $ $ $ $ $ $ $ 8,982 Prepaid items 2,418 2,418 Restricted: Capital Projects 21,989 21,989 Debt Service 124,219 26,312 11,537 162,068 Highways and Streets 1,426,674 1,426,674 Development Fees 1,098,152 1,098,152 Committed: Rainy Day 3,086,699 3,086,699 Public Art 162,655 162,655 Downtown Strategy 991,495 991,495 Economic Development 103,546 103,546 Tourism 83,261 83,261 Capital Projects 4,488,812 4,488,812 Local Court Enhancement 401,696 401,696 Assigned: Capital Projects 1,610,915 1,610,915 Environmental 565,457 565,457 Vehicle Replacement 622,641 225,872 848,513 Unassigned: 5,535,499 (66,361)5,469,138 Total fund balances $9,418,894 $1,652,546 $(66,361) $ 124,219 $ 26,312 $ 11,537 $ 6,099,727 $ 3,265,596 $20,532,470 Page 54 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 3 – CASH AND INVESTMENTS Arizona Revised Statutes authorize the Town to invest public monies in the State Treasurer’s local government investment pools, the County Treasurer’s investment pool, obligations of the U.S. Government and its agencies, obligations of the state and certain local government subdivisions, interest-bearing savings accounts and certificates of deposit, collateralized repurchase agreements, certain obligations of U.S. corporations, and certain other securities. The statutes do not include any requirements for credit risk, custodial credit risk, concentration of credit risk, interest rate risk, or foreign currency risk for the Town’s investments. Custodial Credit Risk – Deposits. Custodial credit risk is the risk that in the event of bank failure the Town’s deposits may not be returned to the Town. The Town does not have a deposit policy for custodial credit risk. At year end, the carrying amount of the Town’s deposits was $925,635 and the bank balance was $1,042,404. At year end, $542,404 of the Town’s deposits were covered by collateral held by the pledging financial institution in the Town’s name. The remaining amount is covered by FDIC. Fair Value Measurements. The Town categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure the fair value of the asset. Level 1 inputs are quoted prices in active markets for identical assets Level 2 inputs are significant other observable inputs Level 3 inputs are significant unobservable inputs Valuation Techniques. Equity securities classified in Level 1 of the fair value hierarchy are valued using prices quoted in active markets for those securities. Debt securities classified in Level 2 of the fair value hierarchy are valued using matrix pricing techniques. Matrix pricing is used to value securities based on the securities’ relationship to benchmark quoted prices. The State Treasurer’s pools are external investment pools, the Local Government Investment Pool (Pool 5) and Local Government Investment Pool-Government (Pool 7), with no regulatory oversight. The pools, as an investment company, are not registered with the Securities and Exchange Commission. The activity and performance of the pools are reviewed monthly by the State Board of Investment. The fair value of each participant’s position in the State Treasurer investment pools approximates the value of the participant’s shares in the pool and the participants’ shares are not identified with specific investments. Participants in the pool are not required to categorize the value of shares in accordance with the fair value hierarchy. Page 55 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 3 – CASH AND INVESTMENTS All investments in which the fair value hierarchy is applicable are measured at fair value on a recurring basis. At year end, cash and investments as of June 30, 2020, are classified in the accompanying financial statements as follows: Carrying amount of investments $ 21,203,422 Carrying amount of cash deposits 925,635 Cash on hand 850 Total pooled cash and investments $ 22,129,907 At year end, the Town’s investments consisted of the following: Investment Maturities (in Years) Credit Rating Investment Type Category Fair Value Less than 1 1-5 S&P Moody’s U.S. Government and Agency Notes Level 1 $ 4,695,240 $ $ 4,695,240 AA+, AAA Aaa Federal Agency Notes Level 1 1,794,679 1,794,679 AA+ Aaa Corporate and Foreign Bonds Level 2 2,286,429 2,286,429 BBB+, AA+ A3 - Aaa Asset Backed Securities Level 2 232,470 232,470 NR AAA Certificates of Deposit Level 2 357,333 151,067 206,266 A-1, AA- P-1, Aa2 Wells Fargo Money Market Funds Level 1 32,402 32,402 n/a n/a $ 183,469 $ 9,215,084 State Treasurer’s Investment Pool 7 Not applicable 11,804,869 44 days average maturities Total $ 21,203,422 Interest Rate Risk. Interest rate risk is the risk that changes in interest rates may reduce the market value of Town investments. In accordance with its investment policy, the Town manages its exposure to declines in fair values by the following: Structuring the investment portfolio so that securities mature concurrent with the anticipated cash requirements for ongoing operations, thereby avoiding, as much as possible, the need to sell securities into an adverse market environment prior to maturity. Investing funds primarily in shorter-term securities or similar investment pools and limiting the average maturity of the portfolio in accordance with the needs of the Town. With respect to any firm or individual given responsibility for investments utilizing external research and advice regarding the current interest rate outlook and global economic condition to optimize portfolio duration strategy. Page 56 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 3 – CASH AND INVESTMENTS Credit Risk. Credit risk is the risk of default of debt by an issuer or counterparty to an investment. The Town will limit credit risk by limiting investments in the Town’s portfolio to the asset classes designated as acceptable in ARS §35-323. When possible, analysis of the credit worthiness of all individual debt issuers held in the portfolio should be conducted on an annual basis in an effort to guard against investing in a weak or deteriorating credit situation. Additionally, the Town will pre-qualify financial institutions, brokers/dealers, and investment advisers with which the Town will do business. Custodial Credit Risk – Investments. Custodial credit risk is the risk that in the event of depository financial institution failure, the Town’s deposits may not be returned to the Town. The Town’s investment in the State Treasurer’s investment pool represents a proportionate interest in the pool’s portfolio; however the Town’s portion is not identified with specific investments and is not subject to custodial credit risk. Concentration of Credit Risk. Concentration of credit risk is the risk of loss from over concentration of investments. In accordance with its investment policy, the Town diversifies its investment portfolio to minimize the risk of loss resulting from over concentration of assets in a specific maturity, specific issuer, or specific class of securities. With the exception of U.S. Treasury notes and securities and authorized pools, the investment policy establishes a maximum percentage of 30 percent in insured or collateralized certificates of deposit; 20 percent in certificates of deposit registry services; 30 percent in commercial paper; and 30 percent in bonds, debentures, or notes. Investment Type Fair Value Percent of Town Investments U.S. Government and Agency Notes $ 4,695,240 22.1% Federal Agency notes 1,794,679 8.5% Corporate and Foreign Bonds 2,286,429 10.8% Asset Backed Securities 232,470 1.1% Certificates of Deposit 357,333 1.7% Wells Fargo Money Market Funds 32,402 0.2% State Treasurer’s investment pool 7 11,804,869 55.7% $ 21,203,422 Page 57 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 4 – RECEIVABLES Receivable balances, net of allowance for uncollectibles, have been disaggregated by type and presented separately in the financial statements with the exception of intergovernmental receivables. Intergovernmental receivables, net of allowance for uncollectibles, as of year-end for the Town’s individual major funds consisted entirely of receivables due from the State. NOTE 5 – CAPITAL ASSETS A summary of capital asset activity at year end is as follows: Governmental Activities Beginning Balance Increase Decrease Ending Balance Capital assets, not being depreciated: Land $ 29,690,368 $ $ $ 29,690,368 Artwork 2,573,900 2,573,900 Construction in progress 1,123,128 1,914,970 884,413 2,153,685 Total capital assets, not being depreciated 33,387,396 1,914,970 884,413 34,417,953 Capital assets, being depreciated: Infrastructure 149,597,675 568,457 150,166,132 Buildings and building improvements 23,583,418 656,004 22,927,414 Improvements other than buildings 15,149,782 132,722 15,282,504 Vehicles, machinery and equipment 4,301,940 957,534 509,981 4,749,493 Total capital assets being depreciated 192,632,815 1,658,713 1,165,985 193,125,543 Less accumulated depreciation for: Infrastructure (99,187,268) (4,016,174) (103,203,442) Buildings and building improvements (6,192,136) (492,604) (200,265) (6,484,475) Improvements other than buildings (10,892,967) (528,834) (439,238) (10,982,563) Vehicles, machinery and equipment (2,188,094) (280,591) (2,468,685) Total accumulated depreciation (118,460,465) (5,318,203) (639,503) (123,139,165) Total capital assets, being depreciated, net 74,172,350 (3,659,490) 526,482 69,986,378 Governmental activities capital assets, net $ 107,559,746 $ (1,744,520) $ 1,410,895 $ 104,404,331 Depreciation expense was charged to functions/programs as follows: Governmental activities: General government $ 172,408 Development services 16,721 Public safety 312,776 Streets and highways 3,953,846 Culture and recreation 862,452 Total depreciation expense $ 5,318,203 Page 58 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 5 – CAPITAL ASSETS Construction Commitments – At June 30, 2020, the Town has the following active construction commitments: Governmental Activities Project Spent-to-Date Remaining Commitment Golden Eagle Drainage Improvements $ 140,890 $ 77,673 Panorama Storm Drain Improvements 65,275 33,030 Four Peaks Park Playground Upgrade 475,000 32,144 Fountain Lake Liner Replacement 40,853 98,795 Fountain Lighting Replacement 42,139 47,861 Avenue of the Fountains - La Montana Roundabout 179,828 571,685 Unpaved Alley Paving 20,708 8,949 Fountain Hills Boulevard Shoulder Paving 692,733 7,956 Shea Boulevard Widening 83,747 32,032 Total commitments $ 1,741,173 $ 910,125 NOTE 6 – BONDS PAYABLE Bonds payable at year end consisted of the following general obligation and revenue bonds. The bonds are both callable and noncallable with interest payable semiannually. Purpose Original Amount Issued Interest Rates Remaining Maturities Outstanding Principal June 30, 2020 Due Within One Year Governmental activities: Private Placement General Obligation Bonds: Eagle Mountain Community Facilities District, General Obligation Refunding Bonds, Series 2015 2,300,000 1.76% 7/1/20-21 $ 400,000 $ 400,000 Total $ 400,000 $ 400,000 Page 59 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 6 – BONDS PAYABLE Annual debt service requirements to maturity on the bonds payable at year end are summarized as follows: Governmental Activities Year ending June 30, Principal Interest 2021 $ 400,000 $ 7,040 Private Placements The Town had outstanding bonds during the fiscal year from private placements reported as governmental activities. The Municipal Facilities Revenue Refunding Bonds contain a provision that the Town must maintain excise taxes coverage of two and one-half times debt service. In the event the Town does not maintain this coverage, the Town will impose additional excise taxes. The Town does not have a line of credit associated with the bonds. The Eagle Mountain Community Facilities District has outstanding bonds from private placements reported as governmental activities of $400,000. There are no specific provisions regarding default on the Eagle Mountain Community Facilities District debt. Pledged Revenues The Town has pledged excise tax revenues to repay a total of $300,000 in outstanding Municipal Facilities Revenue Refunding Bonds. For the current fiscal year, the net revenues available to service the debt were $20,862,372. For the fiscal year ended June 30, 2020, the debt principal and interest paid on this debt was $304,860 (one percent of pledged revenues). There is no principal and interest remaining to be paid on the bonds. Page 60 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 7 – CHANGES IN LONG-TERM LIABILITIES Long-term liability activity for the current fiscal year was as follows: Beginning Balance Additions Reductions Ending Balance Due Within One Year Governmental activities: Bonds payable: General obligation bonds $ 1,615,000 $ $ 1,615,000 $ $ Private placement general obligation bonds 795,000 395,000 400,000 400,000 Private placement revenue bonds 300,000 300,000 Premium 68,418 68,418 Total bonds payable 2,778,418 2,378,418 400,000 400,000 Compensated absences payable 497,770 307,154 222,427 582,497 345,921 Governmental activity long-term Liabilities $ 3,276,188 $ 307,154 $ 2,600,845 $ 982,497 $ 745,921 NOTE 8 – INTERFUND RECEIVABLES, PAYABLES, AND TRANSFERS At year end, interfund balances were as follows: Interfund transfers: At year end, interfund transfers were as follows: Transfers out Transfers in General Fund Highway User Revenue Fund Capital Projects Fund Non-Major Governmental Funds Total HURF Fund $ $ $ 200,000 $ $ 200,000 Grants Fund 66,361 66,361 Municipal Property Corporation Debt Service Fund 303,235 303,235 Capital Projects Fund 500,000 346,813 143,962 990,775 Non-Major Governmental Funds 200,000 168,607 368,607 Total $ 1,003,235 $ 346,813 $ 266,361 $ 312,569 $ 1,928,978 Page 61 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 8 – INTERFUND RECEIVABLES, PAYABLES, AND TRANSFERS The General Fund transferred $500,000 to Capital Projects Fund for funding facilities replacement; $303,235 to Municipal Property Corporation Debt Service Fund for debt service costs; and $200,000 to Environmental Fund for funding operations of that fund. The Highway User Revenue Fund transferred $346,813 to Capital Projects Fund for street-related capital projects. The Capital Projects Fund transferred $200,000 to Highway User Fund for pavement maintenance costs; and $66,361 to the Grants Fund for the Town's matching portion of a park improvement grant. The Economic Development Fund transferred $168,607 to the Tourism Fund to provide funding for operating costs of the tourism program. The Downtown Strategy Fund transferred $143,962 to the Capital Projects Fund for downtown street improvements. NOTE 9– DEFICIT IN FUND BALANCE The Grants Fund had a deficit fund balance of $66,361. The deficit will be covered by future revenue reimbursements. NOTE 10– CONTINGENT LIABILITIES Compliance – Amounts received or receivable from grantor agencies are subject to audit and adjustment by grantor agencies, principally the state government. Any disallowed claims, including amounts already collected, may constitute a liability of the applicable funds. The amount, if any, of expenditures/expenses that may be disallowed by the grantor cannot be determined at this time, although the Town expects such amounts, if any, to be immaterial. Lawsuits – The Town is a party to a number of various types of lawsuits, many of which normally occur in governmental operations. The ultimate outcome of the actions is not determinable; however, Town management believes that the outcome of these proceedings, either individually or in the aggregate, will not have a materially adverse effect on the accompanying financial statements. NOTE 11 – RISK MANAGEMENT The Town is exposed to various risks of loss related to torts; theft of, damage to and destruction of assets; errors and omissions; and natural disasters. The Town’s insurance protection is provided by the Arizona Municipal Risk Retention Pool (Pool). The Pool is made up of various towns and cities within Arizona that operate a common risk management and insurance program. The Pool is structured such that member premiums are based on an actuarial review that will provide adequate reserves to allow the Pool to meet its expected financial obligations. The Pool has the authority to assess its’ members additional premiums should reserves and annual premiums be insufficient to meet the Pool’s obligations. Page 62 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 11 – RISK MANAGEMENT The Town joined the Arizona Municipal Workers’ Compensation Pool (Pool) together with other governments in the state for risks of loss related to workers’ compensation claims. The Pool is a public entity risk pool currently operating as a common risk management and insurance program for towns and cities in the State. The Town is responsible for paying a premium, based on an experience rating formula that allocates pool expenditures and liabilities among members. The Town continues to carry commercial insurance for all other risks of loss, including employee health, dental, and vision insurance. There were no settlements that exceeded insurance coverage in any of the past three years. NOTE 12 – RETIREMENT PLANS Defined Contribution Pension Plan All full-time employees of the Town participate in a defined contribution pension plan administered by the ICMA Retirement Corporation as a 401(a) plan. The contribution rates are 11 percent for both the employee and the Town. The payroll for the Town employees covered by this plan for the year ended June 30, 2020, was $3,502,664. The Town’s total payroll was $4,152,592. A defined contribution pension plan provides benefits in return for services rendered, provides an individual account for each participant, and specifies how contributions to the individual’s account are to be determined, instead of specifying the amount of benefit the individual is to receive. Under a defined contribution pension plan, the benefits a participant will receive depend solely on the amount contributed to the participant’s account and the returns earned on investment of those contributions. All full-time Town employees must participate in the pension plan from the date they are hired. Contributions made by an employee vest immediately and contributions made by the Town vest on a pro rata basis for five years. Town Council has the authority to establish and amend benefit terms and to establish and amend the contribution rates. Page 63 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO FINANCIAL STATEMENTS JUNE 30, 2020 NOTE 12 – RETIREMENT PLANS An employee that leaves the employment of the Town is entitled to his or her contributions and the vested portion of the Town’s contributions, plus interest earned. During the fiscal year, the Town’s required and actual contributions amounted to $385,293. The employees’ contributions totaled $385,293. Employees may also contribute to the ICMA Retirement Corporation 457 plan on a voluntary basis (with the exception of one contract employee that is limited to 11 percent of earnings); there is no employer match for those contributions. During the fiscal year, employees contributed $121,766 to that plan. The Town contributed $8,591 for the contract employee’s 457 account. No pension provision changes occurred during the year that affected the required contributions to be made by the Town or its employees. The ICMA Retirement Corporation held no securities of the Town or other related parties during the fiscal year 2019-20 or as of the close of the fiscal year. NOTE 13 – SUBSEQUENT EVENT The Town applied for AZ Cares funding from the Governor's Office and was subsequently awarded $2,893,126 on July 1st, 2020. The funding was made available through the U.S. Department of the Treasury's Coronavirus Aid, Relief, and Economic Security (CARES) Act, and the funds will be used to pay public safety contract expenditures. Page 64 REQUIRED SUPPLEMENTARY INFORMATION Page 65 10,775,505 $ 1,649,506 $ 3,838,975 $ 5,672,100 $ 9,418,894 $ 3,746,794 1,100,934 Public works 1,174,934 954,970 219,964 516,221 397,276 4,021,299 4,785,920 TOWN OF FOUNTAIN HILLS, ARIZONA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL GENERAL YEAR ENDED JUNE 30, 2020 Revenues:Sales taxesFranchise taxesLicenses and permits Leases and rents 2,807 9,125,999 9,125,999 Intergovernmental Charges for services Other Fines and forfeitures Investment earnings Total revenues Expenditures: Capital outlay Mayor and council Current - General government Public safetyFire and emergencyLaw enforcement Total general government Development services Culture and recreation Total public safety Total expenditures Administration Municipal court Excess (deficiency) of revenues over expenditures Non departmental Other financing sources (uses): Transfer in Transfer out Total other financing sources (uses): Changes in fund balances Fund balances, beginning of year Fund balances (deficits), end of year Budgeted Amounts Original 187,231 929,417 283,584 6,220,134 297,800 89,765 179,000 26,640 17,339,570 2,050,966 397,276 1,073,362 416,149 98,544 4,021,299 4,785,920 3,620,148 1,100,290 2,735,179 8,807,219 17,779,919 (440,349) 39,100 (1,042,335) (1,003,235) (1,443,584) 5,282,559 Final 187,231 929,417 283,584 6,220,134 297,800 89,765 179,000 26,640 17,339,570 2,061,184 98,544 3,186,866 1,100,290 629,862 8,807,219 18,014,419 (674,849) 39,100 (1,042,335) 931,149 2,813,961 (1,003,235) (1,678,084) 7,350,184 Actual 434,896 715,368 286,391 6,178,807 219,106 320,206 256,153 228,622 19,415,054 2,937,208 797,513 2,430,480 1,979,104 367,131 74,752 3,127,471 39,100 (1,042,335) 3,832,350 4,731,985 603,077 (1,003,235) 2,124,236 7,294,658 247,665 (214,049) 8,564,335 16,287,583 (41,327) (78,694) 230,441 77,153 201,982 2,075,484 302,777 383,481 82,080 30,145 328,072 23,792 113,641 242,884 1,726,836 3,802,320 - - Variance with Final Budget Positive (Negative) - 3,802,320 (55,526) 188,949 53,935 249,658 See accompanying notes to this schedule. Page 66 Revenues: Sales taxes Intergovernmental Charges for services Other Investment earnings Total revenues Expenditures: Current - Public works Capital outlay Total expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses): Transfer in Transfer out Total other financing sources (uses) Changes in fund balances Fund balances, beginning of year Fund balances, end of year Budgeted Amounts Original $ 819,678 2,452,224 200,000 43,500 24,000 3,539,402 5,194,059 5,194,059 (1,654,657) 200,000 (521,318) (321,318) (1,975,975) 2,422,099 $446,124 Final $ 819,678 2,452,224 200,000 43,500 24,000 3,539,402 5,173,115 20,944 5,194,059 (1,654,657) 200,000 (521,318) (321,318) (1,975,975) 2,422,099 $446,124 Actual $ 961,250 2,572,745 3,841 48,326 45,419 3,631,581 4,194,703 337,999 4,532,702 (901,121) 200,000 (346,813) (146,813) (1,047,934) 2,700,480 $1,652,546 Variance with Final Budget Positive (Negative) $ 141,572 120,521 (196,159) 4,826 21,419 92,179 978,412 (317,055) 661,357 753,536 174,505 174,505 928,041 278,381 $1,206,422 TOWN OF FOUNTAIN HILLS, ARIZONA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL HIGHWAY USER REVENUE YEAR ENDED JUNE 30, 2020 See accompanying notes to this schedule. Page 67 Revenues: Intergovernmental Total revenues Expenditures: Current - General government Capital outlay Total expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses): Transfer in Total other financing sources (uses) Changes in fund balances Fund balances, beginning of year Fund balances (deficits), end of year Budgeted Amounts Original & Final $1,582,525 1,582,525 1,357,525 305,000 1,662,525 (80,000) 80,000 80,000 $ Actual $77,500 77,500 77,500 132,722 210,222 (132,722) 66,361 66,361 (66,361) $(66,361) Variance with Final Budget Positive (Negative) $(1,505,025) (1,505,025) 1,280,025 172,278 1,452,303 (52,722) (13,639) (13,639) (66,361) $(66,361) TOWN OF FOUNTAIN HILLS, ARIZONA SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL GRANTS YEAR ENDED JUNE 30, 2020 See accompanying notes to this schedule. Page 68 TOWN OF FOUNTAIN HILLS, ARIZONA NOTE TO REQUIRED SUPPLEMENTARY INFORMATION JUNE 30, 2020 NOTE 1 – BUDGETARY BASIS OF ACCOUNTING The Town Council follows these procedures in establishing the budgetary data reflected in the financial statements: 1. In accordance with Arizona Revised Statutes, the Town Manager submits a proposed budget for the fiscal year commencing the following July 1 to the Town Council. The operating budget includes proposed expenditures and the means of financing them for the upcoming year. 2. Public hearings are conducted to obtain taxpayer comment. 3. Prior to the third Monday in August, the budget for the Town is legally enacted through passage of a resolution. To ensure compliance with the expenditure limitation, a uniform expenditure report must be filed with the State each year. This report, issued under a separate cover, reconciles total Town expenditures from the audited basic financial statements to total expenditures for reporting in accordance with the State’s uniform expenditure reporting system (A.R.S 41-1279.07). 4. Expenditures may not legally exceed the expenditure limitation described below for all fund types as a whole. For management purposes, the Town adopts a budget by department for the General Fund and in total by fund for other funds. The Town Manager, subject to Town Council approval, may at any time transfer any unencumbered appropriation balance or portion thereof between a department or activity. The adopted budget cannot be amended in any way without Town Council approval. 5. Formal budgetary integration is employed as a management control device during the year for the General, Highway User Revenue, Excise Tax, Special Revenue, Debt Service, and Capital Projects Funds on essentially the same modified accrual basis of accounting used to record actual revenues and expenditures. The Town is subject to the State of Arizona’s Spending Limitation Law for Towns and Cities. This law does not permit the Town to spend more than budgeted revenues plus the carryover unrestricted cash balance from the prior fiscal year. The limitation is applied to the total of the combined funds. The Town complied with this law during the year. Page 69 (This page intentionally left blank) Page 70 COMBINING AND INDIVIDUAL FUND FINANCIAL STATEMENTS AND SCHEDULES Page 71 ASSETS Cash and investments Accounts receivable Intergovernmental receivable Interest receivable Total assets LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Accrued wages and benefits Total liabilities Fund balances: Restricted Committed Assigned Total fund balances Total liabilities and fund balances Special Revenue $ 2,262,849 1,875 15,735 2,018 $2,282,477 $ 106,268 8,765 115,033 21,989 1,579,998 565,457 2,167,444 $2,282,477 Capital Projects $ 1,098,152 $1,098,152 $ 1,098,152 1,098,152 $1,098,152 Total Non-Major Governmental Funds $ 3,361,001 1,875 15,735 2,018 $3,380,629 $ 106,268 8,765 115,033 1,120,141 1,579,998 565,457 3,265,596 $3,380,629 TOWN OF FOUNTAIN HILLS, ARIZONA COMBINING BALANCE SHEET - ALL NON-MAJOR GOVERNMENTAL FUNDS - BY FUND TYPE JUNE 30, 2020 Page 72 Revenues: Property taxes Sales taxes Licenses and permits Intergovernmental Other Fines and forfeitures Investment earnings Total revenues Expenditures: Current - General government Public safety Public works Culture and recreation Total expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses): Transfer in Transfer out Total other financing sources (uses) Changes in fund balances Fund balances, beginning of year Fund balances, end of year Special Revenue $ 6,701 480,625 17,575 76,244 8,693 25,551 53,507 668,896 263,189 492,455 171,891 927,535 (258,639) 368,607 (312,569) 56,038 (202,601) 2,370,045 $2,167,444 Capital Projects $ 102,788 13,844 116,632 1,723 7,471 9,194 107,438 107,438 990,714 $1,098,152 Total Non-Major Governmental Funds $ 6,701 480,625 120,363 76,244 8,693 25,551 67,351 785,528 263,189 1,723 492,455 179,362 936,729 (151,201) 368,607 (312,569) 56,038 (95,163) 3,360,759 $3,265,596 TOWN OF FOUNTAIN HILLS, ARIZONA COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - ALL NON-MAJOR GOVERNMENTAL FUNDS - BY FUND TYPE YEAR ENDED JUNE 30, 2020 Page 73 (This page intentionally left blank) Page 74 NON-MAJOR GOVERNMENTAL FUNDS Special Revenue Funds Downtown Strategy Fund – accounts for the portion of Town sales tax committed by the Town Council for the development of the downtown area. Economic Development Fund – accounts for the portion of Town sales tax committed by the Town Council for economic development and tourism. Tourism Fund – accounts for the portion of Town sales tax committed by the Town Council as well as any grants received for all tourism activities. Local Court Enhancement Fund – accounts for a local court surcharge, committed for court enhancement. Environmental Fund – accounts for all funds received from collection of the environmental fee. Cottonwoods Maintenance Fund – accounts for all funds restricted to pay for maintenance of the Cottonwoods Maintenance District. Capital Projects Funds Facilities Replacement Fund – accounts for all funds assigned for the maintenance and repair of facilities and equipment. Development Fees Fund – accounts for restricted development fees collected from building permits. Page 75 ASSETS Cash and investments Accounts receivable Intergovernmental receivable Interest receivable Total assets LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Accrued wages and benefits Total liabilities Fund balances: Restricted Committed Assigned Total fund balances Total liabilities and fund balances Downtown Strategy $ 990,717 3,115 2,018 $995,850 $ 4,355 4,355 991,495 991,495 $995,850 Economic Development $ 95,506 12,460 $107,966 $ 2,174 2,246 4,420 103,546 103,546 $107,966 Tourism $ 84,322 1,875 $86,197 $ 2,687 249 2,936 83,261 83,261 $86,197 TOWN OF FOUNTAIN HILLS, ARIZONA COMBINING BALANCE SHEET - NON-MAJOR SPECIAL REVENUE FUNDS JUNE 30, 2020 Page 76 Local Court Enhancement $ 401,536 160 $401,696 $ 401,696 401,696 $401,696 Environmental $ 668,404 $668,404 $ 96,677 6,270 102,947 565,457 565,457 $668,404 Cottonwoods Maintenance $ 22,364 $22,364 $ 375 375 21,989 21,989 $22,364 Totals $ 2,262,849 1,875 15,735 2,018 $2,282,477 $ 106,268 8,765 115,033 21,989 1,579,998 565,457 2,167,444 $2,282,477 Page 77 Revenues: Property taxes Sales taxes Licenses and permits Intergovernmental Other Fines and forfeitures Investment earnings Total revenues Expenditures: Current - General government Public works Culture and recreation Total expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses): Transfer in Transfer out Total other financing sources (uses) Changes in fund balances Fund balances, beginning of year Fund balances, end of year Downtown Strategy $ 96,125 39,466 135,591 38,474 38,474 97,117 (143,962) (143,962) (46,845) 1,038,340 $991,495 Economic Development $ 384,500 8,674 631 393,805 223,137 223,137 170,668 (168,607) (168,607) 2,061 101,485 $103,546 Tourism $ 76,244 19 1,090 77,353 171,891 171,891 (94,538) 168,607 168,607 74,069 9,192 $83,261 TOWN OF FOUNTAIN HILLS, ARIZONA COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - NON-MAJOR SPECIAL REVENUE FUNDS YEAR ENDED JUNE 30, 2020 Page 78 Local Court Enhancement $ 25,551 909 26,460 1,578 1,578 24,882 24,882 376,814 $401,696 Environmental $ 17,575 11,137 28,712 487,791 487,791 (459,079) 200,000 200,000 (259,079) 824,536 $565,457 Cottonwoods Maintenance $ 6,701 274 6,975 4,664 4,664 2,311 2,311 19,678 $21,989 Totals $ 6,701 480,625 17,575 76,244 8,693 25,551 53,507 668,896 263,189 492,455 171,891 927,535 (258,639) 368,607 (312,569) 56,038 (202,601) 2,370,045 $2,167,444 Page 79 Total revenues Revenues: Property taxes Sales taxes Licenses and permits Intergovernmental Other Fines and forfeitures Investment earnings Expenditures: Current - General government Public works Culture and recreation Capital outlay Total expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses): Transfer in Transfer out Total other financing sources (uses) Changes in fund balances Fund balances, beginning of year Fund balances (deficits), end of year Downtown Strategy Budget $ 81,968 1,260 83,228 46,400 46,400 36,828 (950,000) (950,000) (913,172) 1,038,340 $125,168 Actual $ 96,125 39,466 135,591 38,474 38,474 97,117 (143,962) (143,962) (46,845) 1,038,340 $991,495 Variance - Positive (Negative) $ 14,157 38,206 52,363 7,926 7,926 60,289 806,038 806,038 866,327 $866,327 TOWN OF FOUNTAIN HILLS, ARIZONA COMBINING SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL NON-MAJOR SPECIAL REVENUE FUNDS YEAR ENDED JUNE 30, 2020 Page 80 Economic Development Budget $ 327,871 240 328,111 285,482 285,482 42,629 (168,607) (168,607) (125,978) 101,485 $(24,493) Actual $ 384,500 8,674 631 393,805 223,137 223,137 170,668 (168,607) (168,607) 2,061 101,485 $103,546 Variance - Positive (Negative) $ 56,629 8,674 391 65,694 62,345 62,345 128,039 128,039 $128,039 Tourism Budget $ 90,000 180 90,180 259,103 259,103 (168,923) 168,607 168,607 (316) 9,192 $8,876 Actual $ 76,244 19 1,090 77,353 171,891 171,891 (94,538) 168,607 168,607 74,069 9,192 $83,261 Variance - Positive (Negative) $ (13,756) 19 910 (12,827) 87,212 87,212 74,385 74,385 $74,385 (Continued) Page 81 Total revenues Revenues: Property taxes Sales taxes Licenses and permits Intergovernmental Other Fines and forfeitures Investment earnings Expenditures: Current - General government Public works Culture and recreation Capital outlay Total expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses): Transfer in Transfer out Total other financing sources (uses) Changes in fund balances Fund balances, beginning of year Fund balances (deficits), end of year Local Court Enhancement Budget $ 100,000 49,000 840 149,840 24,800 130,000 154,800 (4,960) (4,960) 376,814 $371,854 Actual $ 25,551 909 26,460 1,578 1,578 24,882 24,882 376,814 $401,696 Variance - Positive (Negative) $ (100,000) (23,449) 69 (123,380) 23,222 130,000 153,222 29,842 29,842 $29,842 TOWN OF FOUNTAIN HILLS, ARIZONA COMBINING SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL NON-MAJOR SPECIAL REVENUE FUNDS YEAR ENDED JUNE 30, 2020 Page 82 Environmental Budget $ 491,976 2,400 494,376 735,254 735,254 (240,878) 200,000 200,000 (40,878) 824,536 $783,658 Actual $ 17,575 11,137 28,712 487,791 487,791 (459,079) 200,000 200,000 (259,079) 824,536 $565,457 Variance - Positive (Negative) $ (474,401) 8,737 (465,664) 247,463 247,463 (218,201) (218,201) $(218,201) Cottonwoods Maintenance Budget $ 6,642 72 6,714 5,101 5,101 1,613 1,613 19,678 $21,291 Actual $ 6,701 274 6,975 4,664 4,664 2,311 2,311 19,678 $21,989 Variance - Positive (Negative) $59 202 261 437 437 698 698 $698 (Continued) Page 83 Total revenues Revenues: Property taxes Sales taxes Licenses and permits Intergovernmental Other Fines and forfeitures Investment earnings Expenditures: Current - General government Public works Culture and recreation Capital outlay Total expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses): Transfer in Transfer out Total other financing sources (uses) Changes in fund balances Fund balances, beginning of year Fund balances (deficits), end of year Totals Budget $ 6,642 409,839 491,976 190,000 49,000 4,992 1,152,449 356,682 740,355 259,103 130,000 1,486,140 (333,691) 368,607 (1,118,607) (750,000) (1,083,691) 2,370,045 $1,286,354 Actual $ 6,701 480,625 17,575 76,244 8,693 25,551 53,507 668,896 263,189 492,455 171,891 927,535 (258,639) 368,607 (312,569) 56,038 (202,601) 2,370,045 $2,167,444 Variance - Positive (Negative) $59 70,786 (474,401) (113,756) 8,693 (23,449) 48,515 (483,553) 93,493 247,900 87,212 130,000 558,605 75,052 806,038 806,038 881,090 $881,090 TOWN OF FOUNTAIN HILLS, ARIZONA COMBINING SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL NON-MAJOR SPECIAL REVENUE FUNDS YEAR ENDED JUNE 30, 2020 Page 84 (This page intentionally left blank) Page 85 Total revenues Revenues: Property taxes Investment earnings Expenditures: Debt service - Principal retirement Interest on long-term debt Fiscal charges Total expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses): Transfer in Total other financing sources (uses) Changes in fund balances Fund balances, beginning of year Fund balances, end of year General Obligation Debt Service Budget $ 1,674,485 1,200 1,675,685 1,615,000 48,450 850 1,664,300 11,385 11,385 116,003 $127,388 Actual $ 1,665,453 7,063 1,672,516 1,615,000 48,450 850 1,664,300 8,216 8,216 116,003 $124,219 Variance - Positive (Negative) $ (9,032) 5,863 (3,169) (3,169) (3,169) $(3,169) TOWN OF FOUNTAIN HILLS, ARIZONA COMBINING SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL ALL DEBT SERVICE FUNDS YEAR ENDED JUNE 30, 2020 Page 86 Eagle Mountain Debt Service Budget $ 413,042 240 413,282 395,000 13,992 200 409,192 4,090 4,090 19,091 $23,181 Actual $ 414,614 1,736 416,350 395,000 13,991 138 409,129 7,221 7,221 19,091 $26,312 Variance - Positive (Negative) $ 1,572 1,496 3,068 1 62 63 3,131 3,131 $3,131 Municipal Property Corporation Debt Service Budget $ 840 840 300,000 4,860 1,010 305,870 (305,030) 303,235 303,235 (1,795) 12,306 $10,511 Actual $ 1,866 1,866 300,000 4,860 1,010 305,870 (304,004) 303,235 303,235 (769) 12,306 $11,537 Variance - Positive (Negative) $ 1,026 1,026 1,026 1,026 $1,026 (Continued) Page 87 Total revenues Revenues: Property taxes Investment earnings Expenditures: Debt service - Principal retirement Interest on long-term debt Fiscal charges Total expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses): Transfer in Total other financing sources (uses) Changes in fund balances Fund balances, beginning of year Fund balances, end of year Totals Budget $ 2,087,527 2,280 2,089,807 2,310,000 67,302 2,060 2,379,362 (289,555) 303,235 303,235 13,680 147,400 $161,080 Actual $ 2,080,067 10,665 2,090,732 2,310,000 67,301 1,998 2,379,299 (288,567) 303,235 303,235 14,668 147,400 $162,068 Variance - Positive (Negative) $ (7,460) 8,385 925 1 62 63 988 988 $988 TOWN OF FOUNTAIN HILLS, ARIZONA COMBINING SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL ALL DEBT SERVICE FUNDS YEAR ENDED JUNE 30, 2020 Page 88 (This page intentionally left blank) Page 89 ASSETS Cash and investments Total assets LIABILITIES AND FUND BALANCES Fund balances: Restricted Total fund balances Total liabilities and fund balances Development Fees $1,098,152 $1,098,152 $1,098,152 1,098,152 $1,098,152 TOWN OF FOUNTAIN HILLS, ARIZONA BALANCE SHEET - NON-MAJOR CAPITAL PROJECTS FUND JUNE 30, 2020 Page 90 Revenues: Licenses and permits Investment earnings Total revenues Expenditures: Current - Public safety Culture and recreation Total expenditures Changes in fund balances Fund balances, beginning of year Fund balances, end of year Development Fees $ 102,788 13,844 116,632 1,723 7,471 9,194 107,438 990,714 $1,098,152 TOWN OF FOUNTAIN HILLS, ARIZONA STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - NON-MAJOR CAPITAL PROJECTS FUND YEAR ENDED JUNE 30, 2020 Page 91 Total revenues Revenues: Sales taxes Licenses and permits Intergovernmental Other Investment earnings Expenditures: Current - General government Public safety Public works Culture and recreation Capital outlay Total expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses): Transfer in Transfer out Proceeds from sale of capital assets Total other financing sources (uses) Changes in fund balances Fund balances, beginning of year Fund balances, end of year Capital Projects Budget $ 640,293 90,000 7,224 737,517 116,672 190,000 2,653,378 2,960,050 (2,222,533) 1,300,000 (280,000) 1,020,000 (1,202,533) 4,342,555 $3,140,022 Non-GAAP Actual $ 955,010 15,000 171,431 1,141,441 2,294 116,281 1,519,608 1,638,183 (496,742) 490,775 (266,361) 418,585 642,999 146,257 4,342,555 $4,488,812 Variance - Positive (Negative) $ 314,717 (75,000) 164,207 403,924 114,378 73,719 1,133,770 1,321,867 1,725,791 (809,225) 13,639 418,585 (377,001) 1,348,790 $1,348,790 TOWN OF FOUNTAIN HILLS, ARIZONA COMBINING SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL ALL CAPITAL PROJECTS FUNDS YEAR ENDED JUNE 30, 2020 Page 92 Facilities Replacement Fund Budget $ 7,200 7,200 819,144 819,144 (811,944) 500,000 500,000 (311,944) 1,489,426 $1,177,482 Non-GAAP Actual $ 10,000 22,495 32,495 287,889 123,117 411,006 (378,511) 500,000 500,000 121,489 1,489,426 $1,610,915 Variance - Positive (Negative) $ 10,000 15,295 25,295 531,255 (123,117) 408,138 433,433 433,433 $433,433 Development Fees Budget $ 164,025 7,200 171,225 9,500 40,500 50,000 121,225 121,225 990,714 $1,111,939 Actual $ 102,788 13,844 116,632 1,723 7,471 9,194 107,438 107,438 990,714 $1,098,152 Variance - Positive (Negative) $ (61,237) 6,644 (54,593) 7,777 33,029 40,806 (13,787) (13,787) $(13,787) (Continued) Page 93 Total revenues Revenues: Sales taxes Licenses and permits Intergovernmental Other Investment earnings Expenditures: Current - General government Public safety Public works Culture and recreation Capital outlay Total expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses): Transfer in Transfer out Proceeds from sale of capital assets Total other financing sources (uses) Changes in fund balances Fund balances, beginning of year Fund balances, end of year Totals Budget $ 640,293 164,025 90,000 21,624 915,942 116,672 9,500 1,009,144 40,500 2,653,378 3,829,194 (2,913,252) 1,800,000 (280,000) 1,520,000 (1,393,252) 6,822,695 $5,429,443 Non-GAAP Actual $ 955,010 102,788 15,000 10,000 207,770 1,290,568 2,294 1,723 404,170 7,471 1,642,725 2,058,383 (767,815) 990,775 (266,361) 418,585 1,142,999 375,184 6,822,695 $7,197,879 Variance - Positive (Negative) $ 314,717 (61,237) (75,000) 10,000 186,146 374,626 114,378 7,777 604,974 33,029 1,010,653 1,770,811 2,145,437 (809,225) 13,639 418,585 (377,001) 1,768,436 $1,768,436 TOWN OF FOUNTAIN HILLS, ARIZONA COMBINING SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET AND ACTUAL ALL CAPITAL PROJECTS FUNDS YEAR ENDED JUNE 30, 2020 Page 94 STATISTICAL SECTION The statistical section presents financial statement trends as well as detailed financial and operational information not available elsewhere in the report. The statistical section is intended to enhance the reader’s understanding of the information presented in the financial statements, notes to the financial statements, and other supplementary information presented in this report. The statistical section is comprised of the five categories of statistical information presented below. Financial Trends These schedules contain information on financial trends to help the reader understand how the Town’s financial position and financial activities have changed over time. Revenue Capacity These schedules contain information to help the reader assess the factors affecting the Town’s ability to generate revenue. Debt Capacity These schedules present information to help the reader evaluate the Town’s current levels of outstanding debt as well as assess the Town’s ability to make debt payments and/or issue additional debt in the future. Demographic and Economic Information These schedules present various demographic and economic indicators to help the reader understand the environment in which the Town’s financial activities take place and to help make comparisons with other cities. Operating Information These schedules contain information about the Town’s operations and various resources to help the reader draw conclusions as to how the Town’s financial information relates to the services provided by the Town. Note: For locally assessed property (i.e., excluding mines, utilities, etc.) Proposition 117, approved by voters in 2012, amended the Arizona Constitution to require that all property taxes after fiscal year 2014-15 be based upon property values limited to five percent in annual growth. The aggregate assessed value of all taxable properties within a taxing jurisdiction (i.e., after applying assessment ratios based on the use of a property), including property values with a growth limit, is currently referred to as net limited assessed value and formerly as primary assessed value. In accordance with Proposition 117, this value is used for all taxing purposes beginning with fiscal year 2015-16. Aggregate assessed value without a growth limit is currently referred to as net full cash assessed value and formerly as secondary assessed value. This value remains the value utilized for determining debt capacity limits. Page 95 2011 2012 2013 2014 Governmental activities: Net investment in capital assets 92,579,483$ 92,006,103$ 89,800,560$ 89,713,260$ Restricted 4,385,595 5,951,416 5,721,744 5,480,867 Unrestricted 22,598,669 21,064,267 20,612,758 19,186,823 Total governmental activities net position 119,563,747$ 119,021,786$ 116,135,062$ 114,380,950$ Source: The source of this information is the Town's financial records. Fiscal Year ended June 30 Town of Fountain Hills, Arizona Net Position by Component Last Ten Fiscal Years (accrual basis of accounting) Page 96 2015 2016 2017 2018 2019 2020 95,325,824$ 95,647,990$ 94,909,703$ 96,777,854$ 104,781,328$ 104,004,331$ 6,310,810 4,530,239 4,471,661 4,589,526 3,646,449 2,766,041 15,180,582 17,232,506 17,578,068 16,244,169 15,258,797 17,388,168 116,817,216$ 117,410,735$ 116,959,432$ 117,611,549$ 123,686,574$ 124,158,540$ Fiscal Year ended June 30 Page 97 2011 2012 2013 2014 Expenses Governmental activities: General government 2,876,848$ 3,119,113$ 2,909,443$ 2,432,965$ Development services 1,572,202 1,442,613 1,633,361 1,237,717 Public safety 5,963,067 5,820,136 6,100,131 6,958,056 Public works 5,567,973 4,718,047 5,712,817 6,630,875 Culture and recreation 2,840,154 2,754,731 2,779,294 2,760,690 Interest on long-term debt 851,957 779,576 567,043 472,999 Total governmental activities expenses 19,672,201 18,634,216 19,702,089 20,493,302 Program Revenues Governmental activities: Fines, fees and charges for services: General government 337,279 272,469 380,926 215,943 Development services 344,821 322,984 377,483 531,193 Public safety 65,568 63,926 63,824 74,887 Public works 77,409 95,201 112,521 250,421 Culture and recreation 339,341 303,508 288,745 340,353 Operating grants and contributions 1,614,462 1,285,656 1,266,906 1,307,738 Capital grants and contributions 2,273,414 1,392,706 150,535 144,570 Total governmental activities program revenues 5,052,294 3,736,450 2,640,940 2,865,105 Net (Expenses)/Revenues (14,619,907) (14,897,766) (17,061,149) (17,628,197) General Revenues and Other Changes in Net Assets Governmental activities: Taxes: Property taxes 1,349,079 1,453,405 1,385,147 1,449,646 Sales taxes 8,013,480 7,787,489 7,957,163 8,459,267 Franchise taxes 322,659 332,130 334,668 349,414 State shared revenues 5,217,140 4,515,511 4,979,183 5,326,332 Investment earnings 28,456 88,877 69,998 123,311 Miscellaneous 68,125 178,393 300,899 166,115 Special item - Donation of capital assets - - - - Total governmental activities 14,998,939 14,355,805 15,027,058 15,874,085 Changes in Net Position Governmental activities 379,032$ (541,961)$ (2,034,091)$ (1,754,112)$ Source: The source of this information is the Town's financial records. Town of Fountain Hills, Arizona Changes in Net Position Last Ten Fiscal Years (accrual basis of accounting) Fiscal Year Ended June 30 Page 98 2015 2016 2017 2018 2019 2020 2,479,365$ 2,516,966$ 3,142,722$ 3,431,752$ 3,318,477$ 3,470,936$ 2,074,611 2,253,208 1,364,378 1,460,967 867,725 825,884 6,816,152 7,178,890 7,563,898 7,567,012 8,142,069 9,003,452 4,963,979 6,476,688 7,904,577 7,380,663 10,263,244 9,961,306 2,822,954 3,124,523 3,375,414 3,311,648 3,767,996 3,490,447 698,542 241,694 178,749 118,552 57,054 881 19,855,603 21,791,969 23,529,738 23,270,594 26,416,565 26,752,906 337,655 298,737 837,163 295,716 280,312 533,189 693,670 1,257,492 1,062,094 1,314,915 1,143,871 608,892 86,641 90,345 155,454 155,973 90,774 100,444 236,706 48,688 216,724 52,465 10,214 131,750 339,158 321,189 393,028 497,914 1,151,500 409,651 1,431,017 1,615,973 1,699,931 1,737,958 1,850,676 2,007,841 2,874,796 381,011 494,328 304,951 181,939 91,245 5,999,643 4,013,435 4,858,722 4,359,892 4,709,286 3,883,012 (13,855,960) (17,778,534) (18,671,016) (18,910,702) (21,707,279) (22,869,894) 904,660 2,569,504 2,296,199 2,263,623 2,476,546 2,077,368 8,983,049 9,395,667 9,415,151 10,311,577 11,491,123 13,172,390 352,673 360,320 367,119 421,682 423,947 434,896 5,713,235 5,813,678 6,057,278 6,396,667 6,514,470 6,874,771 150,358 219,058 55,127 158,860 554,549 545,983 188,251 13,826 28,839 10,410 202,969 236,452 - - - - 6,118,700 - 16,292,226 18,372,053 18,219,713 19,562,819 27,782,304 23,341,860 2,436,266$ 593,519$ (451,303)$ 652,117$ 6,075,025$ 471,966$ Fiscal Year Ended June 30 Page 99 2011 2012 2013 2014 General fund Nonspendable Inventory 13,183$ 9,332$ 10,201$ 14,358$ Prepaid items 29,234 28,245 32,493 18,348 Committed - 1,345,200 1,345,200 1,345,200 Assigned - 2,190,910 2,191,063 1,647,193 Unassigned 8,263,549 3,656,173 4,117,865 4,972,853 Total general fund 8,305,966$ 7,229,860$ 7,696,822$ 7,997,952$ All other governmental funds Nonspendable Cash with escrow agent -$ 2,623,895$ 2,301,609$ 1,973,067$ Prepaid items 6,217 5,474 4,706 997 Restricted 4,379,987 3,300,426 3,354,189 3,505,590 Committed 11,480,869 2,039,560 2,175,094 2,089,361 Assigned - 9,312,168 9,005,276 7,147,586 Unassigned - - - - Total all other governmental funds 15,867,073$ 17,281,523$ 16,840,874$ 14,716,601$ Source: The source of this information is the Town's financial records. Fiscal Year ended June 30 Town of Fountain Hills, Arizona Fund Balances — Governmental Funds Last Ten Fiscal Years (modified accrual basis of accounting) Page 100 2015 2016 2017 2018 2019 2020 6,975$ 9,272$ 5,872$ 13,490$ 5,168$ 8,982$ 10,655 4,123 16,868 21,945 17,311 2,418 2,634,923 2,652,357 2,714,135 2,893,850 3,027,804 3,249,354 1,872,492 1,701,086 1,743,768 2,101,574 2,380,653 622,641 4,369,457 5,853,806 2,696,999 2,140,434 1,863,722 5,535,499 8,894,502$ 10,220,644$ 7,177,642$ 7,171,293$ 7,294,658$ 9,418,894$ 1,645,000$ -$ -$ -$ -$ -$ 656 5,055 474 - - - 10,066,786 4,500,044 4,432,710 4,571,263 3,579,891 2,708,883 1,079,780 1,366,081 8,576,250 7,248,890 5,868,386 6,068,810 5,444,124 5,943,364 1,784,761 2,340,683 2,592,343 2,402,244 - - - - - (66,361) 18,236,346$ 11,814,544$ 14,794,195$ 14,160,836$ 12,040,620$ 11,113,576$ Fiscal Year ended June 30 Page 101 2011 2012 2013 2014 Revenues Taxes 9,704,054$ 9,577,321$ 9,713,445$ 10,271,737$ Licenses and permits 312,367 194,976 570,904 891,782 Leases and rents 227,195 206,018 213,871 252,584 Intergovernmental 7,165,103 6,035,448 6,323,047 6,677,518 Charges for services 388,635 405,663 162,086 161,376 Other 72,125 178,393 300,899 134,114 Fines and forfeitures 236,221 223,673 187,251 170,995 Special assessments - - - - Investment earnings 28,456 88,877 69,998 123,311 Total revenues 18,134,156 16,910,369 17,541,501 18,683,417 Expenditures Current: General government 2,575,975 2,887,321 2,699,109 2,194,845 Development services 1,564,615 1,421,787 1,643,757 1,774,983 Public safety 5,772,800 5,869,445 6,022,269 6,890,770 Public works 1,123,230 1,054,930 2,058,990 3,085,559 Culture and recreation 1,871,446 1,794,332 1,791,018 1,921,939 Capital outlay 1,043,304 884,323 453,002 1,750,465 Debt service: Principal 2,114,999 1,965,000 2,280,000 2,415,000 Interest 729,077 639,135 554,860 460,811 Other debt service 15,254 55,752 12,183 12,188 Total expenditures 16,810,700 16,572,025 17,515,188 20,506,560 Excess (deficiency) of revenues over (under) expenditures 1,323,456 338,344 26,313 (1,823,143) Other Financing Sources (Uses) Transfers in 431,880 2,470,027 1,279,397 1,838,453 Transfers out (431,880) (2,470,027) (1,279,397) (1,838,453) Proceeds from sale of capital assets Issuance of refunding bonds - - - - Issuance of long-term debt - - - - Bond Premium - - - - Payment to refunded bonds escrow agent - -- - Total other financing sources (uses) - -- - Net change in fund balances 1,323,456$ 338,344$ 26,313$ (1,823,143)$ Expenditures for capitalized assets 389,082$ 1,333,785$ 467,691$ 2,385,168$ Debt service as a percentage of noncapital expenditures 17.4% 17.5% 16.7% 15.9% Source: The source of this information is the Town's financial records. Fiscal Year Ended June 30 Town of Fountain Hills, Arizona Statement of Revenues, Expenditures and Changes in Fund Balances Last Ten Fiscal Years (modified accrual basis of accounting) Page 102 2015 2016 2017 2018 2019 2020 10,240,382$ 12,299,285$ 12,069,714$ 13,019,341$ 14,342,801$ 15,694,054$ 1,043,382 1,372,045 1,310,973 2,004,386 2,040,622 835,731 269,753 258,165 284,090 282,531 280,801 286,391 9,770,048 7,559,436 7,917,651 8,266,028 8,401,676 8,920,296 176,541 197,109 351,476 254,122 181,105 222,947 188,251 147,662 153,438 207,697 347,141 387,225 186,456 209,380 257,727 182,997 130,483 281,704 - -- - - 150,358 219,058 55,127 158,860 554,549 545,983 22,025,171 22,262,140 22,400,196 24,375,962 26,279,178 27,174,331 2,275,124 2,324,026 2,713,548 3,195,936 3,147,063 3,280,191 2,073,990 2,217,814 1,275,147 1,397,249 858,957 797,513 6,675,874 7,034,887 7,420,032 7,402,227 6,295,989 8,566,058 1,275,779 2,498,714 3,954,450 3,420,317 7,880,668 6,046,298 1,962,585 2,240,865 2,484,940 2,375,758 2,845,027 2,609,842 8,799,068 6,471,382 1,693,265 4,317,214 4,487,854 2,716,523 1,850,000 4,260,000 2,675,000 2,720,000 2,635,000 2,310,000 454,957 308,106 244,986 185,164 123,871 67,301 243,585 2,005 2,180 1,805 1,600 1,998 25,610,962 27,357,799 22,463,548 25,015,670 28,276,029 26,395,724 (3,585,791) (5,095,659) (63,352) (639,708) (1,996,851) 778,607 2,519,774 562,044 5,194,138 4,543,728 3,672,532 1,928,978 (2,519,774) (562,044) (5,194,138) (4,543,728) (3,672,532) (1,928,978) 418,585 4,180,000 -- - - - 7,565,000 -- - - - 342,086 -- - - - (4,085,000) - -- -- 8,002,086 - -- -418,585 4,416,295$ (5,095,659)$ (63,352)$ (639,708)$ (1,996,851)$ 1,197,192$ 9,067,254$ 6,394,346$ 1,696,612$ 4,293,214$ 4,465,837$ 2,689,270$ 15.4% 21.8% 14.1% 14.0% 11.6% 10.0% Fiscal Year Ended June 30 Page 103 Fiscal Year Ended June 30 Property Tax Sales Tax Franchise Tax Total 2011 1,367,915$ 8,013,480$ 322,659$ 9,704,054$ 2012 1,457,702 7,779,219 332,130 9,569,051 2013 1,421,615 7,957,162 334,668 9,713,445 2014 1,463,056 8,459,267 349,414 10,271,737 2015 904,660 8,983,050 352,673 10,240,383 2016 2,543,298 9,391,267 360,320 12,294,885 2017 2,287,444 9,419,551 367,119 12,074,114 2018 2,286,081 10,311,578 421,682 13,019,341 2019 2,427,730 11,491,124 423,947 14,342,801 2020 2,086,768 13,172,390 434,896 15,694,054 Source: The source of this information is the Town's financial records. Town of Fountain Hills, Arizona Governmental Activities - Tax Revenues by Source Last Ten Fiscal Years (modified accrual basis of accounting) Page 104 Net Assessed Net Total Estimated Taxable Value as a Assessed Direct Actual Percentage of Taxable Tax Taxable Estimated Actual Fiscal Year Value*Rate**Value*Taxable Value 2011 576,401,885$ 0.1639$ 5,068,665,363$ 11.37% 2012 452,236,007 0.2258 4,096,551,487 11.04% 2013 377,816,392 0.2657 3,422,463,416 11.04% 2014 365,963,182 0.2773 3,359,684,579 10.89% 2015 403,330,477 0.1151 3,722,794,676 10.83% 2016 402,223,763 0.5246 3,744,585,506 10.74% 2017 423,688,665 0.4472 3,965,824,715 10.68% 2018 444,639,625 0.4259 4,166,589,970 10.67% 2019 466,895,716 0.4257 4,381,287,279 10.66% 2020 494,576,905 0.3382 4,657,015,387 10.62% Source: The source of this information is the Arizona Department of Revenue's Abstract of the Assessment Roll and the Town's financial records. *Note: On November 6, 2012, voters approved Proposition 117, an amendment to the Arizona Constitution. Beginning with Tax Year 2015 (Fiscal Year 2016), both primary and secondary taxes are levied against the net limited assessed value. The net full cash assessed value is used for determining the Town’s bonding capacity and as the ceiling for net limited assessed value. ** Per $100 of assessed taxable value. Town of Fountain Hills, Arizona Assessed Value and Estimated Actual Value of Taxable Property Last Ten Fiscal Years Page 105 Ne t L i m i t e d Pe r c e n t a g e o f N e t F u l l C a s h Pe r c e n t a g e o f As s e s s e d To t a l N e t L i m i t e d A s s e s s e d To t a l N e t F u l l C a s h Ta x p a y e r Va l u e Ra n k As s e s s e d V a l u e Va l u e Ra n k As s e s s e d V a l u e EP C O R - C h a p a r r a l C i t y W a t e r C o m p a n y 3, 9 4 7 , 7 6 0 1 0. 8 0 % RC S - P a r k P l a c e 1 L L C 3, 7 2 2 , 8 5 0 2 0. 7 5 % Hu n t e r R e t a i l L L C 2, 7 0 3 , 0 2 2 3 0. 5 5 % WS L F o u n t a i n V i e w I n v e s t o r s V , L L C 2, 2 5 3 , 8 5 3 4 0. 4 6 % 2, 2 0 9 , 1 3 9 4 0. 3 8 % Wh i t e s t o n e F o u n t a i n H i l l s , L L C 2, 0 6 4 , 0 1 4 5 0. 4 2 % Ta r g e t C o r p o r a t i o n 1, 3 3 9 , 3 3 0 6 0. 2 7 % 2, 0 5 8 , 6 5 2 7 0. 3 6 % MJ F F H 7 L L C 1, 3 1 9 , 0 7 9 7 0. 2 7 % FP A C P 4 R i d g e v i e w L L C 1, 3 1 1 , 9 5 4 8 Sm i t h ' s F o o d & D r u g C e n t e r s I n c . 1, 3 0 7 , 3 5 8 9 0. 2 6 % Fo u n t a i n H i l l s I n v e s t C o . , L L C 1, 3 0 5 , 0 6 3 1 0 0 . 2 6 % In l a n d W e s t e r n F o u n t a i n H i l l s F o u r P e a k s L L C 3, 4 9 7 , 4 9 2 1 0. 6 1 % Ch a p p a r a l C i t y W a t e r C o m p a n y 3, 0 2 5 , 0 0 0 2 0. 5 2 % EN L L C 2, 2 9 9 , 2 8 0 3 0. 4 0 % Pa c i f i c F H R e s o r t L L C 2, 2 0 1 , 1 0 0 5 0. 3 8 % J & R H o l d i n g s X X L L C 2, 0 8 9 , 5 8 7 6 0. 3 6 % Qw e s t C o r p o r a t i o n 1, 6 4 9 , 9 2 8 8 0. 2 9 % Fi r e r o c k L L C 1, 6 0 8 , 3 5 7 9 0. 2 8 % Fo u n t a i n H i l l s A Z D e v e l o p m e n t L L L P 1, 5 0 4 , 8 5 0 1 0 0. 2 6 % To t a l s 21 , 2 7 4 , 2 8 3 $ 4 . 0 4 % 22 , 1 4 3 , 3 8 5 $ 3 . 8 4 % So u r c e : T h e s o u r c e o f t h i s i n f o r m a t i o n i s t h e M a r i c o p a C o u n t y A s s e s s o r ' s O f f i c e . No t e : O n N o v e m b e r 6 , 2 0 1 2 , v o t e r s a p p r o v e d P r o p o s i t i o n 1 1 7 , a n a m e n d m e n t t o t h e A r i z o n a C o n s t i t u t i o n . B e g i n n i n g w i t h T a x Y e a r 2 0 1 5 ( F i s c a l Y e a r 20 1 5 - 2 0 1 6 ) , b o t h p r i m a r y a n d s e c o n d a r y t a x e s a r e l e v i e d a g a i n s t t h e n e t a s s e s s e d l i m i t e d p r o p e r t y v a l u a t i o n . T h e n e t a s s e s s e d f u l l c a s h p r o p e r t y v a l u a t i o n is u s e d f o r d e t e r m i n i n g t h e T o w n ’ s b o n d i n g c a p a c i t y a n d a s t h e c e i l i n g f o r n e t l i m i t e d a s s e s s e d p r o p e r t y v a l u a t i o n . To w n o f F o u n t a i n H i l l s , A r i z o n a Pr i n c i p a l P r o p e r t y T a x p a y e r s Ju n e 3 0 , 2 0 2 0 a n d 2 0 1 1 20 2 0 20 1 1 Page 106 Current Percent of Delinquent Ratio of Total Fiscal Total Tax Current Taxes Tax Total Tax Tax Collections Year Tax Levy Collections Collected Collections Collections to Total Tax Levy 2011 1,340,544$ 1,307,092$ 97.5% 24,924$ 1,332,016$ 99.4% 2012 1,446,076 1,414,482 97.8%20,255 1,434,737 99.2% 2013 1,429,285 1,401,654 98.1%18,833 1,420,487 99.4% 2014 1,449,884 1,426,612 98.4%18,448 1,445,060 99.7% 2015 892,104 881,170 98.8%6,995 888,165 99.6% 2016 2,532,115 2,502,995 98.8%19,374 2,522,369 99.6% 2017 2,278,728 2,241,482 98.4%29,635 2,271,117 99.7% 2018 2,272,027 2,230,328 98.2%31,614 2,261,942 99.6% 2019 2,404,250 2,369,262 98.5%21,149 2,390,411 99.4% 2020 2,092,340 2,044,210 97.7%- 2,044,210 97.7% Source: The source of this information is the Maricopa County Treasurer's Office. Town of Fountain Hills, Arizona Property Tax Levies and Collections Last Ten Fiscal Years Page 107 2011 2012 2013 2014 Sales category: Construction 567,135$ 600,403$ 567,589$ 783,064$ Transportation/utilities 1,388,075 1,409,349 1,402,734 1,375,623 Wholesale/retail 3,567,986 3,601,904 3,598,895 3,653,181 Restaurants/bars 559,931 575,704 645,258 655,654 Real estate, rental & leasing 731,758 678,326 720,023 782,453 Services 276,566 274,521 310,303 342,079 Other 922,029 639,012 712,360 867,213 Total 8,013,480$ 7,779,219$ 7,957,162$ 8,459,267$ Note: Other includes all state and local sales tax audit adjustments. Source: The source of this information is the Town's financial records. Fiscal Year Ended June 30 Town of Fountain Hills, Arizona Taxable Sales by Category Last Ten Fiscal Years (modified accrual basis of accounting) Page 108 2015 2016 2017 2018 2019 2020 935,694$ 918,717$ 730,163$ 1,408,332$ 1,932,716$ 1,910,021$ 1,405,768 1,327,441 1,288,153 1,309,928 1,290,585 1,405,005 4,214,119 4,815,582 4,982,218 5,235,992 5,464,247 7,031,474 682,180 742,540 811,985 829,857 893,595 892,210 617,348 552,856 636,834 745,171 842,233 965,124 604,618 779,753 852,675 747,834 1,025,548 916,769 523,323 254,378 117,523 34,464 42,200 51,786 8,983,050$ 9,391,267$ 9,419,551$ 10,311,578$ 11,491,124$ 13,172,389$ Fiscal Year Ended June 30 Page 109 Fiscal Year Ended Town Maricopa State Total June 30 Rate County Rate Tax Rate 2011 2.60% 0.70% 6.60% 9.90% 2012 2.60% 0.70% 6.60% 9.90% 2013 2.60% 0.70% 5.60% 8.90% 2014 2.60% 0.70% 5.60% 8.90% 2015 2.60% 0.70% 5.60% 8.90% 2016 2.60% 0.70% 5.60% 8.90% 2017 2.60% 0.70% 5.60% 8.90% 2018 2.60% 0.70% 5.60% 8.90% 2019 2.60% 0.70% 5.60% 8.90% 2020* 2.90% 0.70% 5.60% 9.20% * 0.3% Town rate increase effective 11/1/2019 Source: The source of this information is the Arizona Department of Revenue. Town of Fountain Hills, Arizona Direct and Overlapping Sales Tax Rates Last Ten Fiscal Years Page 110 Co m m u n i t y M u n i c i p a l H i g h w a y Fi s c a l Y e a r G e n e r a l F a c i l i t i e s P r o p e r t y U s e r S p e c i a l T o t a l D e b t En d e d O b l i g a t i o n D i s t r i c t C o r p o r a t i o n R e v e n u e A s s e s s m e n t O u t s t a n d i n g P e r Ju n e 3 0 Bo n d s * Bo n d s * * Bo n d s * Bo n d s Bo n d s De b t Ca p i t a 20 1 1 4 , 5 9 5 , 0 0 0 $ 3 , 3 7 0 , 0 0 0 $ 7 , 8 8 5 , 0 0 0 $ - - 1 5 , 8 5 0 , 0 0 0 $ 70 5 $ 20 1 2 3 , 7 5 5 , 0 0 0 3, 0 9 0 , 0 0 0 7, 0 4 0 , 0 0 0 - - 1 3 , 8 8 5 , 0 0 0 61 1 20 1 3 2 , 9 0 0 , 0 0 0 2, 8 0 0 , 0 0 0 5, 9 0 5 , 0 0 0 - - 1 1 , 6 0 5 , 0 0 0 50 3 20 1 4 2 , 0 0 0 , 0 0 0 2, 4 9 5 , 0 0 0 4, 6 9 5 , 0 0 0 - - 9 , 1 9 0 , 0 0 0 39 4 20 1 5 9 , 5 1 7 , 0 8 6 2, 3 0 0 , 0 0 0 3, 5 2 5 , 0 0 0 - - 1 5 , 3 4 2 , 0 8 6 65 1 20 1 6 7 , 6 7 8 , 6 6 9 1, 9 3 5 , 0 0 0 1, 4 0 0 , 0 0 0 - - 1 1 , 0 1 3 , 6 6 9 46 1 20 1 7 5 , 6 8 0 , 2 5 2 1, 5 6 0 , 0 0 0 1, 0 3 0 , 0 0 0 - - 8 , 2 7 0 , 2 5 2 33 8 20 1 8 3 , 6 3 1 , 8 3 5 1, 1 8 0 , 0 0 0 67 0 , 0 0 0 - - 5 , 4 8 1 , 8 3 5 22 3 20 1 9 1 , 6 8 3 , 4 1 7 79 5 , 0 0 0 30 0 , 0 0 0 - - 2 , 7 7 8 , 4 1 7 11 3 20 2 0 - 4 0 0 , 0 0 0 - - - 40 0 , 0 0 0 16 So u r c e : T h e s o u r c e o f t h i s i n f o r m a t i o n i s t h e T o w n ' s f i n a n c i a l r e c o r d s a n d t h e U . S . B u r e a u o f E c o n o m i c A n a l y s i s . * A l l b o n d a m o u n t s p r e s e n t e d i n c l u d e a m o r t i z a t i o n o f o r i g i n a l i s s u a n c e d i s c o u n t s a n d p r e m i u m s . ** A l l b o n d a m o u n t s p r e s e n t e d i n c l u d e a m o r i t i z a t i o n o f o r i g i n a l i s s u a n c e d i s c o u n t s a n d p r e m i u m s . Th e T o w n i s n o t o b l i g a t e d f o r r e p a y m e n t o f t h e E a g l e M o u n t a i n C o m m u n i t y F a c i l i t i e s D i s t r i c t g e n e r a l o b l i g a t i o n b o n d s . Po p u l a t i o n d a t a c a n b e f o u n d i n t h e S c h e d u l e o f D e m o g r a p h i c a n d E c o n o m i c S t a t i s t i c s . Go v e r n m e n t a l A c t i v i t i e s To w n o f F o u n t a i n H i l l s , A r i z o n a Ra t i o s o f O u t s t a n d i n g D e b t b y T y p e La s t T e n F i s c a l Y e a r s Page 111 Fi s c a l Ye a r Ge n e r a l Ob l i g a t i o n Bo n d s * Le s s : A m o u n t s Re s t r i c t e d f o r Pr i n c i p a l Ne t G e n e r a l Ob l i g a t i o n Bo n d s Es t i m a t e d A c t u a l Ta x a b l e V a l u e o f Pr o p e r t y Pe r c e n t a g e o f Es t i m a t e d A c t u a l Ta x a b l e V a l u e o f Pr o p e r t y Ne t G e n e r a l Ob l i g a t i o n Bo n d e d D e b t pe r C a p i t a Ne t G e n e r a l Ob l i g a t i o n B o n d e d De b t p e r N e t L i m i t e d As s e s s e d V a l u a t i o n Mu n i c i p a l Pr o p e r t y Co r p o r a t i o n Bo n d s * Ne t M u n i c i p a l Pr o p e r t y Co r p o r a t i o n De b t p e r C a p i t a T o t a l R e v e n u e s - Al l S o u r c e s 20 1 1 7 , 9 6 5 , 0 0 0 $ 8 3 , 0 8 1 $ 7 , 8 8 1 , 9 1 9 $ 5 , 0 6 8 , 6 6 5 , 3 6 3 $ 0 . 1 6 % 3 4 7 1 . 3 7 % 6 , 9 9 3 , 6 9 4 $ 30 8 $ 1 8 , 2 4 8 , 3 2 6 $ 20 1 2 6 , 8 4 5 , 0 0 0 94 , 3 8 0 6, 7 5 0 , 6 2 0 4, 0 9 6 , 5 5 1 , 4 8 7 0. 1 6 % 29 3 1. 4 9 % 4 , 3 0 0 , 4 8 9 18 6 1 7 , 1 8 4 , 8 9 5 20 1 3 5 , 7 0 0 , 0 0 0 82 , 1 8 4 5, 6 1 7 , 8 1 6 3, 4 2 2 , 4 6 3 , 4 1 6 0. 1 6 % 24 1 1. 4 9 % 3 , 5 6 1 , 8 1 4 15 3 1 7 , 7 2 3 , 9 9 4 20 1 4 4 , 4 9 5 , 0 0 0 87 , 9 4 9 4, 4 0 7 , 0 5 1 3, 3 5 9 , 6 8 4 , 5 7 9 0. 1 3 % 18 7 1. 2 0 % 2 , 7 2 1 , 9 3 3 11 5 1 8 , 8 9 1 , 9 6 7 20 1 5 1 1 , 8 1 7 , 0 8 6 42 0 , 7 8 2 11 , 3 9 6 , 3 0 4 3, 7 2 2 , 7 9 4 , 6 7 6 0. 3 1 % 47 7 2. 8 3 % 1 , 7 6 4 , 3 3 8 74 2 2 , 1 6 1 , 3 1 6 20 1 6 9 , 6 1 3 , 6 6 9 57 6 , 2 8 1 9, 0 3 7 , 3 8 8 3, 7 4 4 , 5 8 5 , 5 0 6 0. 2 4 % 36 9 2. 2 5 % 1 , 0 8 8 , 1 1 7 44 2 2 , 2 6 2 , 1 3 9 20 1 7 7 , 2 4 0 , 2 5 2 34 3 , 6 9 7 6, 8 9 6 , 5 5 5 3, 9 6 5 , 8 2 4 , 7 1 5 0. 1 7 % 28 1 1. 6 3 % 8 6 0 , 4 3 7 35 2 2 , 4 0 0 , 1 9 6 20 1 8 4 , 8 1 1 , 8 3 5 83 , 1 8 5 4, 7 2 8 , 6 5 0 4, 1 6 6 , 5 8 9 , 9 7 0 0. 1 1 % 18 9 1. 0 6 % 6 6 4 , 4 8 4 27 2 4 , 3 7 5 , 9 6 2 20 1 9 2 , 4 7 8 , 4 1 7 19 6 , 4 1 2 2, 2 8 2 , 0 0 5 4, 3 8 1 , 2 8 7 , 2 7 9 0. 0 5 % 91 0. 4 9 % 2 8 7 , 6 9 4 12 2 6 , 2 7 9 , 1 7 8 20 2 0 4 0 0 , 0 0 0 20 2 , 4 4 9 19 7 , 5 5 1 4, 6 5 7 , 0 1 5 , 3 8 7 8 0. 0 4 % - - 2 7 , 5 8 6 , 0 1 1 So u r c e : T h e s o u r c e o f t h i s i n f o r m a t i o n i s t h e D e p a r t m e n t o f R e v e n u e a n d t h e T o w n ' s f i n a n c i a l r e c o r d s . * A l l b o n d a m o u n t s p r e s e n t e d a r e n e t o f o r i g i n a l i s s u a n c e d i s c o u n t s a n d p r e m i u m s . T h e T o w n i s n o t o b l i g a t e d fo r r e p a y m e n t o f t h e E a g l e M o u n t a i n C o m m u n i t y F a c i l i t i e s D i s t r i c t g e n e r a l o b l i g a t i o n b o n d s Po p u l a t i o n d a t a c a n b e f o u n d i n t h e S c h e d u l e o f D e m o g r a p h i c a n d E c o n o m i c S t a t i s t i c s . No t e : O n N o v e m b e r 6 , 2 0 1 2 , v o t e r s a p p r o v e d P r o p o s i t i o n 1 1 7 , a n a m e n d m e n t t o t h e A r i z o n a C o n s t i t u t i o n . B e g i n n i n g w i t h T a x Y e a r 2 0 1 5 ( F i s c a l Ye a r 2 0 1 6 ) , b o t h p r i m a r y a n d s e c o n d a r y t a x e s a r e l e v i e d a g a i n s t t h e n e t l i m i t e d a s s e s s e d v a l u e . T h e n e t f u l l c a s h a s s e s s e d v a l u e i s u s e d f o r de t e r m i n i n g t h e T o w n ’ s b o n d i n g c a p a c i t y a n d a s t h e c e i l i n g f o r n e t l i m i t e d a s s e s s e d v a l u e . To w n o f F o u n t a i n H i l l s , A r i z o n a Ra t i o s o f G e n e r a l B o n d e d D e b t O u t s t a n d i n g La s t T e n F i s c a l Y e a r s Page 112 Estimated Estimated Share of Percentage Overlapping Outstanding Debt Applicable Debt Overlapping: Maricopa County -$ 1.15% -$ Maricopa County Community College District 250,065,000 1.15% 2,875,748 Maricopa County Special Healthcare District 429,125,000 1.15% 4,934,938 East Valley Institute of Technology - 2.58% - Fountain Hills Unified School District 7,780,000 96.28% 7,490,584 Total Overlapping Debt 15,301,270 Direct: Town of Fountain Hills, Arizona* General Obligation Bonds - Revenue Bonds - Eagle Mountain Community Facilities District** 400,000 Total Direct Debt 400,000 Total direct and overlapping debt 15,701,270$ Source: The source of this information is the Town's records, the State and County Abstract of the Assessment Roll, the Arizona Department of Revenue Report of Indebtedness and the applicable governmental unit. * All bond amounts include amortization of original issuance discounts and premiums. ** The Town is not obligated for repayment of the Eagle Mountain Community Facilities District general obligation bonds. Note: The estimated percentage of debt outstanding applicable to the Town is calculated based on the Town's net limited assessed valuation as a percentage of the net limited assessed valuation of the overlapping jurisdiction. Overlapping governments are those that coincide, at least in part, with the geographic boundaries of the Town of Fountain Hills. This schedule further estimates the portion of outstanding debt of those overlapping governments that is borne by residents and businesses of the Town. This process recognizes that, when considering a town's ability to issue and repay long-term debt, the entire debt burden borne by residents should be taken into account. However, this fact does not imply that every taxpayer is a resident, and, therefore, responsible for repaying the debt of each overlapping government. Town of Fountain Hills, Arizona Direct and Overlapping Governmental Activities Debt as of June 30, 2020 Governmental Unit Page 113 2011 2012 2013 2014 2015 6% Debt Limit Debt limit 34,584,113$ 27,134,160$ 22,668,984$ 21,957,791$ 24,199,829$ Total net debt applicable to limit - - - - - Legal debt margin 34,584,113$ 27,134,160$ 22,668,984$ 21,957,791$ 24,199,829$ Total debt applicable to the limit as a percentage of debt limit - - - - - 20% Debt Limit Debt limit 115,280,377$ 90,447,201$ 75,563,278$ 73,192,636$ 80,666,095$ Total net debt applicable to limit 4,595,000 3,755,000 2,900,000 2,000,000 9,175,000 Legal debt margin 110,685,377$ 86,692,201$ 72,663,278$ 71,192,636$ 71,491,095$ Total debt applicable to the limit as a percentage of debt limit 4% 4% 4% 3% 11% Source: The source of this information is the Town's financial records. Note: All amounts presented are net of original issuance discounts and premiums. Note: On November 6, 2012, voters approved Proposition 117, an amendment to the Arizona Constitution. Beginning with Tax Year 2015 (Fiscal Year 2016), both primary and secondary taxes are levied against the net limited assessed value. The net full cash assessed value is used for determining the Town’s bonding capacity and as the ceiling for net limited assessed value. Town of Fountain Hills, Arizona Legal Debt Margin Information Last Ten Fiscal Years Fiscal Year Ended June 30 Page 114 2016 2017 2018 2019 2020 28,325,296$ 30,651,126$ 31,459,192$ 32,400,042$ 33,907,227$ - - - - - 28,325,296$ 30,651,126$ 31,459,192$ 32,400,042$ 33,907,227$ -- - - - 94,417,653$ 102,170,422$ 104,863,974$ 108,000,140$ 113,024,089$ 7,405,000 5,475,000 3,495,000 1,615,000 - 87,012,653$ 96,695,422$ 101,368,974$ 106,385,140$ 113,024,089$ 8% 5% 3% 1% - Fiscal Year Ended June 30 Page 115 Net full cash assessed valuation 565,120,444$ Water, Sewer, Artificial Lighting, Parks, Open Space, Recreational Facility Improvements, Public Safety, Law Enforcement, Fire and Emergency Facilities, Street and Transportation Facilities Debt limit - 20% of net full cash assessed valuation 113,024,089$ Net debt applicable to limit - 20% legal debt margin 113,024,089 All Other General Obligation Bonds Debt limit - 6% of net full cash assessed valuation 33,907,227 Net debt applicable to limit - 6% legal debt margin 33,907,227 Total legal debt margin 146,931,316$ Source: The source of this information is the Maricopa County Assessor's Office and the Town's financial records. Note: On November 6, 2012, voters approved Proposition 117, an amendment to the Arizona Constitution. Beginning with Tax Year 2015 (Fiscal Year 2016), both primary and secondary taxes are levied against the net limited assessed value. The net full cash assessed value is used for determining the Town’s bonding capacity and as the ceiling for net limited assessed value. Town of Fountain Hills, Arizona Calculation of Legal Debt Margin as of June 30, 2020 Page 116 Fiscal Year Ended Pledged June 30 Principal Interest Total Revenues Coverage 2011 1,035,000$ 386,630$ 1,421,630$ 13,489,416$ 9.5 2012 1,085,000 327,312 1,412,312 12,995,685 9.2 2013 1,150,000 285,287 1,435,287 13,397,842 9.3 2014 1,225,000 234,176 1,459,176 14,313,158 9.8 2015 2,545,000 184,500 2,729,500 15,583,484 5.7 2016 480,000 32,740 512,740 16,250,673 31.7 2017 370,000 22,680 392,680 16,815,224 42.8 2018 360,000 16,686 376,686 18,194,833 48.3 2019 370,000 10,854 380,854 19,765,936 51.9 2020 300,000 4,860 304,860 20,862,372 68.4 Source: The source of this information is the Town's financial records. Town of Fountain Hills Revenue Bond Coverage Last Ten Fiscal Years Municipal Facilities Corporation Revenue Bonds Page 117 20 1 0 20 1 1 20 1 2 20 1 3 20 1 4 20 1 5 20 1 6 20 1 7 20 1 8 20 1 9 * Po p u l a t i o n 22 , 4 8 9 22 , 7 4 1 23 , 0 7 0 23 , 3 1 8 23 , 5 7 3 23 , 8 9 9 24 , 4 8 2 24 , 5 8 3 24 , 9 8 7 25 , 2 0 0 Pe r c a p i t a p e r s o n a l i n c o m e 40 , 6 7 2 $ 44 , 6 6 0 $ 47 , 2 6 0 $ 48 , 2 4 4 $ 46 , 6 1 9 $ 48 , 2 4 0 $ 50 , 1 6 2 $ 60 , 5 3 1 $ 54 , 9 3 6 $ 57 , 4 6 8 $ Me d i a n a g e 53 . 9 5 3 . 9 5 3 . 9 5 3 . 0 5 3 . 7 5 3 . 8 5 3 . 7 5 3 . 5 5 7 . 5 58 . 8 Pu b l i c s c h o o l e n r o l l m e n t 2, 1 0 3 1, 9 8 1 1, 8 8 6 1, 8 2 0 1, 6 9 2 1, 6 1 9 1, 5 0 6 1, 4 4 4 1, 3 8 0 1, 3 3 8 To w n o f F o u n t a i n H i l l s un e m p l o y m e n t r a t e 4. 8 % 6 . 7 % 5 . 6 % 6 . 0 % 5 . 4 % 2 . 4 % 1 . 9 % 1 . 6 % 3 . 9 % 8 . 7 % La n d u s e To t a l a c r e s 13 , 0 0 5 . 7 13 , 0 0 5 . 7 13 , 0 0 5 . 7 13 , 0 0 5 . 7 13 , 0 0 5 . 7 13 , 0 0 5 . 7 13 , 0 0 5 . 7 13 , 0 0 5 . 7 13 , 0 0 5 . 7 13 , 0 0 5 . 7 To t a l s q u a r e m i l e s 20 . 3 2 20 . 3 2 20 . 3 2 20 . 3 2 20 . 3 2 20 . 3 2 20 . 3 2 20 . 3 2 20 . 3 2 20 . 3 2 Va c a n t l o t s 1, 2 2 6 1, 2 1 8 1, 2 0 9 1, 1 9 6 1, 1 6 5 1, 2 4 7 1, 2 0 9 1, 1 7 5 1, 1 7 2 1, 0 5 2 Nu m b e r o f u n i t s Ho u s i n g 12 , 9 8 3 12 , 9 9 0 12 , 9 7 7 12 , 9 9 1 12 , 9 8 1 13 , 0 0 2 13 , 1 3 0 13 , 1 7 6 13 , 5 5 8 13 , 7 4 9 Lo d g i n g 4 4 4 4 4 4 4 4 4 4 Re s t a u r a n t s 53 56 56 54 43 46 50 52 54 55 Sh o p p i n g c e n t e r s 20 20 20 20 20 20 20 20 20 20 Sc h o o l s Pu b l i c 4 4 3 3 3 3 3 3 3 3 Pr e s c h o o l 4 4 6 7 7 7 7 7 5 5 Ch a r t e r 1 1 1 1 1 1 1 1 1 1 Vo c a t i o n a l - - - - - - - 1 1 2 No t e : N / A i n d i c a t e s t h e i n f o r m a t i o n i s n o t a v a i l a b l e . * I n f o r m a t i o n o b t a i n e d i s b a s e d o n c a l e n d a r y e a r s ; t h e r e f o r e , t h e l a t e s t i n f o r m a t i o n o b t a i n e d w a s f r o m 2 0 1 9 . De m o g r a p h i c a n d E c o n o m i c S t a t i s t i c s To w n o f F o u n t a i n H i l l s , A r i z o n a La s t T e n C a l e n d a r Y e a r s Ca l e n d a r Y e a r So u r c e s : T h e s o u r c e s o f t h e " P e r C a p i t a P e r s o n a l I n c o m e " , " M e d i a n A g e " a n d " U n e m p l o y m e n t R a t e " i n f o r m a t i o n a r e S i t e s U S A ( 2 0 0 9 - 2 0 1 7 ) , U . S . C e n s u s B u r e a u a n d A r i z o n a O f f i c e o f E c o n o m i c Op p o r t u n i t y ( b e g i n n i n g i n 2 0 1 8 ) . T h e s o u r c e o f t h e " P o p u l a t i o n " i s t h e U . S . C e n s u s B u r e a u J u l y 1 , 2 0 1 9 e s t i m a t e . T h e s o u r c e o f S c h o o l E n r o l l m e n t i s t h e F o u n t a i n H i l l s U n i f i e d S c h o o l D i s t r i c t N o . 98 . O t h e r i n f o r m a t i o n i s f r o m t h e T o w n ' s r e c o r d s . Page 118 Percentage Number of of Total Town Number of Employer Employees Rank Employment Employees Rank Fountain Hills Unified School District No. 98 320 1 6.3% 278 1 Rural Metro Corporation 130 2 2.5% Safeway Stores 130 2 2.5%91 5 Fountain View Village 120 4 2.3% Firerock Country Club 100 5 2.0% Fry's Food Stores 90 6 1.8%76 6 Target Stores 90 6 1.8% 125 2 Eagle Mountain Golf Club 70 8 1.4%69 7 Fountain Hills Family Practice PC 70 8 1.4% Bashas 60 10 1.2%64 8 Golf International Inc 60 10 1.2% Quotemedia Inc 60 10 1.2% Sunridge Canyon Golf Course 60 10 1.2%58 10 Town of Fountain Hills 60 10 1.2%61 9 United States Postal Service 60 10 1.2% Monks Construction 110 3 MCO Properties, Inc.103 4 Totals 1,480 29.2% 1,035 Total Town employment 5,110 5,486 Source: The source of this information is the Maricopa Association of Governments. Note: MAG data includes employers with 5+ employees and is rounded to nearest 10. * Data for 2020 was not available. 2019* Town of Fountain Hills, Arizona Principal Employers Prior Fiscal Year and Nine Years Ago 2010 Page 119 20 1 1 20 1 2 20 1 3 20 1 4 20 1 5 20 1 6 20 1 7 20 1 8 20 1 9 20 2 0 Mu n i c i p a l c o u r t 5. 0 0 5 . 0 0 5 . 0 0 4 . 0 0 3 . 6 3 3 . 6 3 3 . 6 3 3 . 6 3 3 . 6 3 3 . 6 3 Ad m i n i s t r a t i o n 11 . 2 5 1 1 . 5 8 1 1 . 6 8 1 0 . 5 6 1 1 . 3 3 1 1 . 6 3 1 2 . 2 5 1 3 . 4 5 1 3 . 7 0 1 5 . 2 0 Pu b l i c w o r k s 9. 8 0 9 . 8 0 1 0 . 8 0 1 2 . 4 3 De v e l o p m e n t s e r v i c e s 23 . 2 5 2 0 . 2 5 1 8 . 7 5 1 6 . 2 5 1 6 . 3 0 1 6 . 3 0 7 . 5 0 8 . 5 0 7 . 5 0 9 . 0 0 Co m m u n i t y s e r v i c e s 21 . 6 3 2 1 . 5 3 2 1 . 1 8 2 0 . 1 8 2 1 . 0 6 2 0 . 7 6 2 0 . 7 6 2 0 . 5 6 2 0 . 5 6 2 0 . 5 6 To t a l 6 1 . 1 3 5 8 . 3 6 5 6 . 6 1 5 0 . 9 9 5 2 . 3 2 5 2 . 3 2 5 3 . 9 4 5 5 . 9 4 5 6 . 1 9 6 0 . 8 2 So u r c e : T h e s o u r c e o f t h i s i n f o r m a t i o n i s t h e T o w n ' s f i n a n c i a l r e c o r d s . To w n o f F o u n t a i n H i l l s , A r i z o n a Au t h o r i z e d F u l l - t i m e E q u i v a l e n t G o v e r n m e n t E m p l o y e e s b y F u n c t i o n La s t T e n F i s c a l Y e a r s Fi s c a l Y e a r E n d e d J u n e 3 0 Page 120 Fu n c t i o n / P r o g r a m 20 1 1 20 1 2 20 1 3 20 1 4 20 1 5 20 1 6 20 1 7 20 1 8 20 1 9 20 2 0 Mu n i c i p a l C o u r t Ca s e s f i l e d 2 , 5 8 4 2 , 1 7 3 1 , 7 4 0 1 , 6 4 9 1 , 7 3 8 1 , 5 9 3 2 , 0 1 4 1 , 2 7 7 89 1 2 , 2 3 7 He a r i n g s / T r i a l s h e l d 73 8 7 3 1 7 0 3 1 , 6 6 5 1 , 5 8 5 1 , 5 6 4 1 , 8 4 4 67 6 8 0 1 56 8 Ad m i n i s t r a t i o n FT E s p e r 1 , 0 0 0 r e s i d e n t s 2. 7 2 . 6 2 . 5 2 . 2 2 . 2 2 . 2 2 . 2 2 . 3 2 . 2 2 . 4 Re g i s t e r e d v o t e r s - g e n e r a l e l e c t i o n no n e 1 6 , 0 7 4 n o n e N / A 1 6 , 2 1 3 n o n e 1 6 , 3 8 7 n o n e 1 6 , 7 7 5 n o n e Vo t e r t u r n o u t - g e n e r a l e l e c t i o n no n e 3 4 % n o n e N / A 3 8 % n o n e 4 1 % n o n e 5 1 % n o n e De v e l o p m e n t S e r v i c e s Bu i l d i n g p e r m i t s i s s u e d 35 0 3 4 6 4 5 7 4 4 5 4 4 3 4 1 0 5 0 9 4 6 8 5 7 6 54 7 Bu i l d i n g i n s p e c t i o n s c o n d u c t e d 1, 5 4 6 1 , 2 5 7 1 , 3 9 5 2 , 1 3 1 2 , 4 4 8 2 , 1 2 9 2 , 7 0 4 3 , 7 0 7 4 , 7 9 5 4, 0 6 9 Nu m b e r o f c o d e v i o l a t i o n c a s e s 84 3 8 0 4 7 4 6 7 1 6 7 5 2 7 1 3 6 6 9 6 5 4 6 5 5 69 0 Nu m b e r o f z o n i n g c a s e s 14 7 1 0 4 1 6 5 7 2 5 0 4 1 1 1 7 Co m m u n i t y S e r v i c e s Nu m b e r o f C o m m u n i t y C e n t e r b o o k i n g s 3, 3 1 5 3 , 2 3 6 3 , 1 9 6 3 , 3 8 3 3 , 4 3 9 3 , 1 2 4 3 , 7 6 4 4 , 3 9 5 3 , 8 5 7 3, 1 6 9 Nu m b e r o f p a r t i c i p a n t s i n r e c r e a t i o n a l p r o g r a m s 1 , 7 5 9 1 , 8 3 3 1 , 7 8 9 2 , 2 9 1 2 , 2 4 9 2 , 9 1 0 3 , 7 7 3 3 , 7 9 4 3 , 4 8 9 1, 8 3 0 Nu m b e r o f S e n i o r S e r v i c e s m e m b e r s 1, 2 0 5 1 , 2 0 8 1 , 1 1 8 1 , 1 8 9 1 , 2 7 3 1 , 3 2 6 1 , 3 3 5 1 , 2 2 0 1 , 3 1 3 1, 2 6 5 Nu m b e r o f h o m e d e l i v e r e d m e a l s 9, 7 4 2 8 , 4 1 9 6 , 9 4 1 4 , 7 9 9 4 , 0 3 5 3 , 4 9 7 3 , 9 2 0 3 , 0 9 3 3 , 5 6 2 5, 2 1 5 La w E n f o r c e m e n t ( c o n t r a c t e d ) Ph y s i c a l a r r e s t s 64 5 5 2 2 5 4 5 7 4 3 4 4 5 2 2 0 2 2 0 2 1 4 6 7 86 Tr a f f i c v i o l a t i o n s 1, 9 0 9 1 , 3 6 6 1 , 2 9 6 1 , 3 7 9 1 , 5 3 9 1 , 2 1 5 1 , 8 0 3 1 , 0 5 3 1 , 2 4 8 2, 6 1 8 Fi r e & E m e r g e n c y M e d i c a l ( c o n t r a c t e d ) To t a l i n c i d e n t r e s p o n s e s 3, 1 7 9 3 , 0 8 2 3 , 1 3 6 2 , 9 5 6 3 , 1 6 6 3 , 1 9 1 3 , 4 2 5 3 , 6 5 9 4 , 0 7 3 3, 8 9 6 Av e r a g e r e s p o n s e t i m e ( i n m i n u t e s ) 3: 4 6 3 : 5 0 3 : 5 3 3 : 3 7 3 : 5 7 3 : 2 5 3 : 3 3 3 : 3 2 3 : 5 1 4 : 2 1 So u r c e : T h e s o u r c e o f t h i s i n f o r m a t i o n i s t h e T o w n ' s f i n a n c i a l r e c o r d s . No t e : N / A i n d i c a t e s t h a t t h e i n f o r m a t i o n i s n o t a v a i l a b l e . Fi s c a l Y e a r E n d e d J u n e 3 0 To w n o f F o u n t a i n H i l l s , A r i z o n a Op e r a t i n g I n d i c a t o r s b y F u n c t i o n La s t T e n F i s c a l y e a r s Page 121 20 1 1 20 1 2 20 1 3 20 1 4 20 1 5 20 1 6 20 1 7 20 1 8 20 1 9 20 2 0 Pu b l i c s a f e t y Nu m b e r o f f i r e s t a t i o n s 2 2 2 2 2 2 2 2 2 2 Pu b l i c w o r k s St r e e t s ( c e n t e r l i n e m i l e s ) 1 7 8 . 9 1 7 8 . 9 1 7 8 . 9 1 7 8 . 9 1 7 8 . 9 1 7 8 . 9 1 7 8 . 9 1 8 0 . 0 1 8 0 . 0 1 8 0 . 0 St r e e t s ( l a n e m i l e s ) 39 0 3 9 0 3 9 0 3 9 0 3 9 0 3 9 0 . 5 3 9 0 . 5 3 9 1 . 5 3 9 1 . 5 3 9 1 . 5 Pe d e s t r i a n l i g h t i n g 34 3 4 3 4 3 4 8 5 9 1 9 1 9 1 9 1 9 1 Tr a f f i c s i g n a l s 13 1 3 1 3 1 3 1 3 1 3 1 3 1 3 1 3 1 3 Pa r k s a n d r e c r e a t i o n Ac r e a g e - d e v e l o p e d p a r k s 1 1 6 1 1 6 1 1 6 1 1 6 1 1 9 1 1 9 1 1 9 1 1 9 1 1 9 1 1 9 Pl a y g r o u n d s 7 7 7 7 7 7 7 7 9 9 Ba s e b a l l / s o f t b a l l d i a m o n d s 6 6 6 6 6 6 6 6 6 6 So c c e r / f o o t b a l l f i e l d s 7 7 7 7 7 7 7 7 7 7 Co m m u n i t y c e n t e r s 1 1 1 1 1 1 1 1 1 1 Pr e s e r v e a c r e a g e N/ A 7 4 0 7 4 0 7 4 0 8 0 7 . 2 8 0 7 . 2 8 0 7 . 2 8 0 7 . 2 8 8 9 . 2 9 1 3 . 2 Mi l e s o f t r a i l s N/ A 4 . 3 1 0 . 4 3 1 0 . 4 3 15 . 8 1 5 . 8 1 8 . 5 1 8 . 5 1 8 . 5 1 8 . 5 So u r c e : T h e s o u r c e o f t h i s i n f o r m a t i o n i s t h e T o w n ' s f a c i l i t i e s r e c o r d s . No t e : N / A i n d i c a t e s t h e i n f o r m a t i o n i s n o t a v a i l a b l e . To w n o f F o u n t a i n H i l l s , A r i z o n a Ca p i t a l A s s e t s S t a t i s t i c s b y F u n c t i o n La s t T e n F i s c a l Y e a r s Fi s c a l Y e a r E n d e d J u n e 3 0 Fu n c t i o n / P r o g r a m Page 122 Town of Fountain Hills, Arizona Annual Expenditure Limitation Report Year Ended June 30, 2020 TOWN OF FOUNTAIN HILLS, ARIZONA ANNUAL EXPENDITURE LIMITATION REPORT YEAR ENDED JUNE 30, 2020 CONTENTS PAGE Independent Accountant’s Report 1 Annual Expenditure Limitation Report - Part I 2 Annual Expenditure Limitation Report - Part II 3 Annual Expenditure Limitation Report - Reconciliation 4 Notes to Annual Expenditure Limitation Report 5 INDEPENDENT ACCOUNTANT’S REPORT The Auditor General of the State of Arizona The Honorable Mayor and Town Council of the Town of Fountain Hills, Arizona We have examined the accompanying Annual Expenditure Limitation Report of the Town of Fountain Hills, Arizona for the year ended June 30, 2020, and the related notes to the report. The Town’s management is responsible for presenting this report in accordance with the uniform expenditure reporting system as described in Note 1. Our responsibility is to express an opinion on this report based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether this report is presented in accordance with the uniform expenditure reporting system, in all material respects. An examination involves performing procedures to obtain evidence about the amounts and disclosures in the report. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of material misstatement of the report, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion. In our opinion, the Annual Expenditure Limitation Report referred to above is presented, in all material respects, in accordance with the uniform expenditure reporting system as described in Note 1. Heinfeld, Meech & Co., P.C. Phoenix, Arizona November 3, 2020 Page 1 TOWN OF FOUNTAIN HILLS, ARIZONA ANNUAL EXPENDITURE LIMITATION REPORT – PART I YEAR ENDED JUNE 30, 2020 1. Economic Estimates Commission expenditure limitation $29,854,752 2. Voter-approved alternative expenditure limitation (approved N/A) 0 3. Enter applicable amount from line 1 or line 2 $29,854,752 4. Amount subject to the expenditure limitation (total amount from Part II, Line C) 20,627,084 5. Amount under the expenditure limitation $9,227,668 I hereby certify, to the best of my knowledge and belief, that the information contained in this report is accurate and in accordance with the requirements of the uniform expenditure reporting system. Signature of Chief Fiscal Officer Name and Title: David Pock, Finance Director Telephone Number: 480-816-5162 Date: November 3, 2020 See accompanying notes to report. Page 2 In t e r n a l Go v e r n m e n t a l E n t e r p r i s e S e r v i c e F i d u c i a r y Fu n d s F u n d s F u n d s F u n d s T o t a l A. A m o u n t s r e p o r t e d o n t h e Re c o n c i l i a t i o n , L i n e D $ 2 5 , 6 1 0 , 7 1 3 $ - $ - $ - $ 2 5 , 6 1 0 , 7 1 3 - B. L e s s e x c l u s i o n s c l a i m e d : - 1 B o n d p r o c e e d s - De b t s e r v i c e r e q u i r e m e n t s o n b o n d e d i n d e b t e d n e s s 1, 6 6 4 , 3 0 0 1, 6 6 4 , 3 0 0 Pr o c e e d s f r o m o t h e r l o n g - t e r m o b l i g a t i o n s - De b t s e r v i c e r e q u i r e m e n t s o n o t h e r l o n g - t e r m o b l i g a t i o n s - 2 Di v i d e n d s , i n t e r e s t , a n d g a i n s o n t h e s a l e o r r e d e m p t i o n o f i n v e s t m e n t s e c u r i t i 52 9 , 4 0 2 52 9 , 4 0 2 3 T r u s t e e o r c u s t o d i a n - 4 G r a n t s a n d a i d f r o m t h e f e d e r a l g o v e r n m e n t - 5 Gr a n t s , a i d , c o n t r i b u t i o n s , o r g i f t s f r o m a p r i v a t e a g e n c y , o r g a n i z a t i o n , o r i n d i v i d u a l , ex c e p t a m o u n t s r e c e i v e d i n l i e u o f t a x e s 17 1 , 0 6 1 17 1 , 0 6 1 6 A m o u n t s r e c e i v e d f r o m t h e S t a t e o f A r i z o n a 5 1 , 2 4 4 51 , 2 4 4 7 Q u a s i - e x t e r n a l i n t e r f u n d t r a n s a c t i o n s - 8 Am o u n t s a c c u m u l a t e d f o r t h e p u r c h a s e o f l a n d , a n d t h e p u r c h a s e o r c o n s t r u c t i o n o f bui l d i n g s o r i m p r o v e m e n t - 9 H i g h w a y u s e r r e v e n u e s i n e x c e s s o f t h o s e r e c e i v e d i n f i s c a l y e a r 1 9 7 9 - 8 2, 5 3 1 , 2 7 8 2, 5 3 1 , 2 7 8 10 C o n t r a c t s w i t h o t h e r p o l i t i c a l s u b d i v i s i o n s - 11 R e f u n d s , r e i m b u r s e m e n t s , a n d o t h e r r e c o v e r i e s 36 , 3 4 4 36 , 3 4 4 12 V o t e r - a p p r o v e d e x c l u s i o n s n o t i d e n t i f i e d a b o v e - 13 P r i o r y e a r s c a r r y f o r w a r d - 14 T o t a l e x c l u s i o n s c l a i m e d 4, 9 8 3 , 6 2 9 - - - 4, 9 8 3 , 6 2 9 C. Am o u n t s s u b j e c t t o e x p e n d i t u r e l i m i t a t i o $ 2 0 , 6 2 7 , 0 8 4 $ - $ - $ - $ 2 0 , 6 2 7 , 0 8 4 TO W N O F F O U N T A I N H I L L S , A R I Z O N A AN N U A L E X P E N D I T U R E L I M I T A T I O N R E P O R T - P A R T I I YE A R E N D E D J U N E 3 0 , 2 0 2 0 De s c r i p t i o n Se e a c c o m p a n y i n g n o t e s t o r e p o r t . Page 3 In t e r n a l Go v e r n m e n t a l E n t e r p r i s e S e r v i c e F i d u c i a r y De s c r i p t i o n F u n d s F u n d s F u n d s F u n d s T o t a l A. $ 2 6 , 3 9 5 , 7 2 4 $ - $ - $ - $ 2 6 , 3 9 5 , 7 2 4 B. S u b t r a c t i o n s : 1. I t e m s n o t r e q u i r i n g t h e u s e o f wo r k i n g c a p i t a l - De p r e c i a t i o n - Lo s s o n d i s p o s a l o f c a p i t a l a s s e t s - Ba d d e b t e x p e n s e - Ot h e r p o s t e m p l o y m e n t b e n e f i t s e x p e n s e - Cl a i m s i n c u r r e d b u t n o t r e p o r t e d - Pe n s i o n e x p e n s e - La n d f i l l c l o s u r e a n d p o s t c l o s u r e c a r e c o s t s - 2. - 71 9 , 6 6 3 71 9 , 6 6 3 3. R e q u i r e d f e e s p a i d t o t h e A r i z o n a D e p a r t m e n t o f R e v e n u e 65 , 3 4 8 65 , 3 4 8 4. I n v o l u n t a r y c o u r t j u d g m e n t s - 5. T o t a l s u b t r a c t i o n s 78 5 , 0 1 1 - - - 78 5 , 0 1 1 C. A d d i t i o n s : 1. P r i n c i p a l p a y m e n t s o n l o n g - t e r m d e b t - 2. A c q u i s i t i o n o f c a p i t a l a s s e t s - 3. O t h e r p o s t e m p l o y m e n t b e n e f i t s p a i d i n t h e c u r r e n t y e a r bu t r e p o r t e d a s e x p e n s e s i n p r e v i o u s y e a r s - 4. C l a i m s p a i d i n t h e c u r r e n t y e a r b u t r e p o r t e d a s ex p e n s e s i n c u r r e d b u t n o t r e p o r t e d i n p r e v i o u s y e a r s - 5. P e n s i o n c o n t r i b u t i o n s p a i d i n t h e c u r r e n t y e a r - 6. - 7. T o t a l a d d i t i o n s - - - - - D. A m o u n t s r e p o r t e d o n P a r t I I , L i n e A $ 2 5 , 6 1 0 , 7 1 3 $ - $ - $ - $ 2 5 , 6 1 0 , 7 1 3 Se e a c c o m p a n y i n g n o t e s t o r e p o r t . TO W N O F F O U N T A I N H I L L S , A R I Z O N A AN N U A L E X P E N D I T U R E L I M I T A T I O N R E P O R T - R E C O N C I L I A T I O N YE A R E N D E D J U N E 3 0 , 2 0 2 0 To t a l e x p e n d i t u r e s / e x p e n s e s / d e d u c t i o n s a n d a p p l i c a b l e o t h e r f i n a n c i n g us e s , s p e c i a l i t e m s , a n d e x t r a o r d i n a r y i t e m s r e p o r t e d w i t h i n t h e f u n d fi n a n c i a l s t a t e m e n t s Ex p e n d i t u r e s o f s e p a r a t e l e g a l e n t i t i e s e s t a b l i s h e d u n d e r A r i z o n a Re v i s e d S t a t u t e s La n d f i l l c l o s u r e a n d p o s t c l o s u r e c a r e c o s t s p a i d i n t h e c u r r e n t y e a r b u t re p o r t e d a s e x p e n s e s i n p r e v i o u s y e a r s Page 4 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO ANNUAL EXPENDITURE LIMITATION REPORT YEAR ENDED JUNE 30, 2020 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Annual Expenditure Limitation Report (AELR) is presented as prescribed by the Uniform Expenditure Reporting System (UERS), as required by Arizona Revised Statutes §41-1279.07. The AELR excludes expenditures, expenses, or deductions of certain revenues specified in the Arizona Constitution, Article IX, §20, from the total expenditures, expenses, or deductions reported in the fund financial statements. In accordance with the UERS, a note to the AELR is presented below for any exclusion claimed on Part II and each subtraction or addition in the Reconciliation that cannot be traced directly to an amount reported in the fund financial statements. All references to financial statement amounts in the following notes refer to the Statement of Revenues, Expenditures, and Changes in Fund Balances for the Governmental Funds. NOTE 2 - The exclusion claim for expenditures of separate legal entities established under Arizona Revised Statutes in the Governmental Funds consists of expenditures from the Municipal Property Corporation Debt Service Fund, Cottonwoods Maintenance Fund and the Eagle Mountain Debt Service Fund. Governmental Municipal Property Corporation Debt Service Fund $ 305,870 Cottonwoods Maintenance Fund 4,664 Eagle Mountain Debt Service Fund 409,129 $ 719,663 NOTE 3 - The subtraction of $65,348 for required fees paid to Arizona state agencies was paid to the Arizona Department of Administration pursuant to A.R.S. §42-5041 for administrative, program, and operating costs incurred in providing administrative and tax collection services to the Town. NOTE 4 - The exclusions claimed for debt service requirements on bonded indebtedness in the Governmental Funds consisted of principal retirement, interest and fiscal fees in the General Obligation Debt Service Fund. NOTE 5 - The exclusions claimed for dividends, interest, and gains on the sale or redemption of investment securities in the Governmental Funds consisted of investment earnings. The current year exclusion utilized is a follows: Governmental Carryforward exclusions as of 6/30/19 $ 90,757 Investment earnings 545,982 Current year exclusion utilized 529,402 Carryforward exclusions as of 6/30/20 $ 107,337 Page 5 TOWN OF FOUNTAIN HILLS, ARIZONA NOTES TO ANNUAL EXPENDITURE LIMITATION REPORT YEAR ENDED JUNE 30, 2020 NOTE 6 - Grant revenues, contributions and sponsorships from private organizations are claimed as exclusions in the year the expenditure occurs and any unused amounts are carried forward for future years. The current year grant exclusion utilized is a follows: Proposition 202 $ 117,500 Contributions 48,687 Sponsorships 4,874 Current year exclusion utilized $ 171,061 NOTE 7 - State grant revenues are claimed as exclusions in the year the expenditure occurs and any unused amounts are carried forward for future years. The current year state grant exclusion utilized is a follows: Proposition 302 $ 51,244 Current year exclusion utilized $ 51,244 NOTE 8 - The highway user revenue (HURF) earned in excess of the amounts received in fiscal year 1979-80 is as follows: HURF Fund Intergovernmental Revenue $ 2,572,745 Less: Vehicle License Tax Revenues (742,588) Excludable revenue $ 1,830,157 Carryforward HURF funds as of 6/30/19 $ 1,918,095 HURF Fund expenditures 4,532,702 Less: expenditures of Vehicle License Tax (742,588) Less: expenditures of non-excludable revenue (1,013,417) Less: current year investment earnings exclusion utilized (45,419) Less: amounts transferred from the Capital Projects Fund (200,000) HURF eligible expenditures in current year 2,531,278 Less: current year HURF Funds utilized (1,830,157) Less: prior year HURF Funds utilized (701,121) Carryforward HURF Funds as of 6/30/20 $ 1,216,974 NOTE 9 - Refunds, reimbursements, and other recoveries are claimed as exclusions in the year the expenditure occurs and any unused amounts are carried forward for future years. The current exclusions utilized was $36,344. Page 6 INDEPENDENT ACCOUNTANT’S REPORT Honorable Mayor and Members of the Town Council Town of Fountain Hills, Arizona We have examined the Town of Fountain Hills, Arizona’s (Town) compliance as to whether highway user revenue fund monies received by the Town pursuant to Arizona Revised Statutes Title 28, Chapter 18, Article 2, and any other dedicated state transportation revenues received by the Town, were used solely for authorized transportation purposes during the year ended June 30, 2020. Management is responsible for the Town’s compliance with those requirements. Our responsibility is to express an opinion on the Town’s compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about the Town’s compliance with the requirements referred to above, in all material respects. An examination involves performing procedures to obtain evidence about the Town’s compliance with the requirements referred to above. The nature, timing, and extent of the procedures selected depend on our judgement, including an assessment of the risks of material noncompliance of the report, whether due to fraud or error. We believe the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion. Our examination does not provide a legal determination on the Town’s compliance with specified requirements. In our opinion, the Town of Fountain Hills, Arizona complied, in all material respects, with the aforementioned requirements for the year ended June 30, 2020. Heinfeld, Meech & Co., P.C. Phoenix, Arizona November 3, 2020 Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Independent Auditor’s Report Honorable Mayor and Members of the City/Town Council Town of Fountain Hills, Arizona We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, each major fund, and the aggregate remaining fund information of Town of Fountain Hills, Arizona, as of and for the year ended June 30, 2020, and the related notes to the financial statements, which collectively comprise Town of Fountain Hills, Arizona’s basic financial statements, and have issued our report thereon dated November 3, 2020. Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered Town of Fountain Hills, Arizona’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of Town of Fountain Hills, Arizona’s internal control. Accordingly, we do not express an opinion on the effectiveness of Town of Fountain Hills, Arizona’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Page 1 Compliance and Other Matters As part of obtaining reasonable assurance about whether Town of Fountain Hills, Arizona’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Heinfeld, Meech & Co., P.C. Phoenix, Arizona November 3, 2020 Page 2 ITEM 7. A. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 11/17/2020 Meeting Type: Town Council Regular Meeting Agenda Type: Consent Submitting Department: Administration Prepared by: Elizabeth A. Burke, Town Clerk Staff Contact Information: Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF approving the meeting minutes of the Regular Meeting of October 6, 2020; and the Regular Meeting of October 20, 2020. Staff Summary (Background) The intent of approving meeting minutes is to ensure an accurate account of the discussion and action that took place at the meeting for archival purposes. Approved minutes are placed on the Town's website and maintained as permanent records in compliance with state law. Related Ordinance, Policy or Guiding Principle N/A Risk Analysis N/A Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends approving the minutes of the Regular Meeting of October 6, 2020; and the Regular Meeting of October 20, 2020. SUGGESTED MOTION MOVE to approve the minutes of the Regular Meeting of October 6, 2020; and the Regular Meeting of October 20, 2020. Attachments 2020.1006.TCRM.Minutes 2020.1020.TCRM.Minutes Form Review Form Started By: Elizabeth A. Burke Started On: 11/02/2020 08:24 AM Final Approval Date: 11/02/2020 TOWN OF FOUNTAIN HILLS MINUTES OF THE REGULAR MEETING OF THE FOUNTAIN HILLS TOWN COUNCIL OCTOBER 6, 2020 1.CALL TO ORDER AND PLEDGE OF ALLEGIANCE – Mayor Dickey Mayor Dickey called the meeting of October 6, 2020, to order at 5:30 p.m. and led the Council and audience in the Pledge of Allegiance. 2.MOMENT OF SILENCE Pastor Rod Warembourg with Desert Creek Fellowship gave the invocation. 3.ROLL CALL – Mayor Dickey Present: Mayor Ginny Dickey; Vice Mayor Mike Scharnow; Councilmember Gerry Friedel; Councilmember Alan Magazine (telephonically); Councilmember David Spelich Absent: Councilmember Art Tolis; Councilmember Dennis Brown Staff Present: Town Manager Grady E. Miller; Town Attorney Aaron D. Arnson; Town Clerk Elizabeth A. Burke 4.REPORTS BY MAYOR, COUNCILMEMBERS AND TOWN MANAGER Town Manager Grady Miller reported that some modifications had been made to the roundabout which has caused a slight delay. He said that today he learned that they are looking at the 19th for grading and paving placed within three days of that date. There is a project meeting tomorrow that the Public Works Director will be attending, and he has asked him to try to tighten up that schedule. Mr. Miller also reported on the road leading to Eagle Ridge. He said that according to the development agreement with Toll Brothers, it was to be built by December 2020. They now believe that it may be done in time for Thanksgiving. Councilmember Spelich said that he has been a proponent of collecting fees owed to the town, one of which was the environmental fee. He has learned that one of the staff members, Rhonda Brenneman, was given a list of people that had not paid and the biggest one was for $12,000 owed since the inception of the fee. She worked on it and was able to get the person to pay the $12,000 owed. He complimented her on a great job. Councilmember Friedel reported that he had attended a few sessions on Economic Development through AAED, which were geared toward new council members. They talked about the alignment efforts among town, county, and state. He said that it was well attended and well received. He also mentioned that he got a call from residents that lost a set of car keys and they were turned into MCSO, which took them five to six hours to locate. He wanted to remind residents that there is a lost and found at the Community Center and if they find something it can be turned in there. Mayor Dickey gave the following report: The Census Bureau announced it will continue counting individuals through October 31. Go to 2020census.gov/ or call 844-330-2020. The deadline to register to vote in AZ has been extended to 10/23/20. East Valley Partnership meeting was a panel discussion about the election. We attended beautiful remembrances last week for our friends Councilmen Ed Kehe and Mike Archambault. Again, our hearts go out to their families. We are a better community for their service. In that spirit, the Fountain at 50 Committee is gathering items for a time capsule… a glimpse of our community to future generations. What will it be? We get to tell the story of an unlikely start… locating a record-breaking tall fountain in the middle of the desert becoming a hometown with memories shared by family and friends spanning half a century. We have been experiencing rough times, and are understandably anxious and uncertain, disappointed even isolated. Please let’s not forget that we are neighbors and volunteers with many common goals, completing our Vision/FH survey and getting ready to vote on our publicly-created General Plan that we will discuss tonight. So even as we choose contents to display our past and present, we are shaping the future together. You are all a part of this. MAG Regional Council focused on the Prop 400 extension and will talk more about how we fit in locally when we hear the presentation in a little while from RPTA. The MAG Regional Domestic Violence Council has coordinated a response to domestic violence through the criminal justice system since 1999, saving lives, time, and resources. Our Town Hall is lit up in purple and I will read the proclamation next. A.PROCLAMATION - October as Domestic Violence Awareness Month Mayor Dickey read a proclamation proclaiming October as Domestic Violence Awareness Month. B.PROCLAMATION - October as Fire Prevention Month. Mayor Dickey read a proclamation proclaiming October as Fire Prevention Month. C.PROCLAMATION - October as Breast Cancer Awareness Month. Mayor Dickey read a proclamation proclaiming October as Breast Cancer Awareness Month. 5.SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS A.PRESENTATION of National Weather Service Storm Ready Designation for Fountain Hills. Fire Chief Dave Ott explained that Mike Winters, Deputy Fire Chief, oversaw the application process for becoming a Storm Ready community, which shows that the Town is prepared with an Emergency Operation Center to notify the general public and their employees. He said that early notification is paramount. Flooding is a big problem in the state of Arizona, with 90% of all presidentially-declared emergencies. He said that 500 people per year perish and they have $14 billion worth of damage. He said that they have an Emergency Operation Plan so they are prepared for a severe weather plan. At this time, Marvin Percha with the National Weather Service gave a brief PowerPoint presentation (telephonically): Town Council Regular Meeting of October 6, 2020 2 of 9 WORKING TOGETHER TO SAVE LIVES WHY DO WE NEED STORM READY? WHAT IS STORM READY? STORM READY INCENTIVES PARTNERSHIPS HOW DOES A COMMUNITY BECOME STORM READY He said that Fountain Hills is the 35th Storm Ready community in Arizona. Vice Mayor Scharnow asked if the main way the citizens will be notified will be through cell phones. Mr. Winters said that they use a variety of alerts, through Code Red, local media (TV and radio), and they do have a partnership with the Maricopa County Flood Control District. Mr. Miller said that he was very pleased with the Deputy Chief bringing this to the community. He said that they have been hit seriously in the last two years. B.PRESENTATION on Epcor Operations and Proposed Rate Case before the Arizona Corporation Commission by Epcor Representatives. Mr. Miller said that they had two representatives from Epcor with them tonight: Chad Guzman, Government Relations Manager, and Frank Metzler, Operations Director - Eastern Division. Mr. Guzman said that Epcor has a special relationship with the Town of Fountain Hills. They have operated the system here for many years and have enjoyed a strong partnership with the Town. He said that they have worked well with the Town Council and staff, and many of their employees live in Fountain Hills. He then began a PowerPoint presentation which addressed: AGENDA Rate Case History March 28, 2019 Decision Order to File New Rates Customer Assistance Programs HOW RATES ARE SET WHAT'S IN A DOLLAR OF WATER? Investment in System $.32 cents Plant Pipes Equipment Operation costs $.31 operating $.17 tax and insurance $.09 administrative, legal and regular expenses ARIZONA WATER DISTRICTS RATE CASE HISTORY INTERIM RATES DECISION POTENTIAL UNIFICATION SCENARIOS He said that Epcor has no position on any of the scenarios; these were ordered by the Town Council Regular Meeting of October 6, 2020 3 of 9 He said that Epcor has no position on any of the scenarios; these were ordered by the Arizona Corporation Commission (ACC) to be considered. He said that they are wanting to include that in the application and have a thorough policy conversation. He said that they believe that unification as a concept, in general, can provide benefits to their customers by streamlining operations, working with districts; however, they do not want to take a position in any of the scenarios. Mayor Dickey asked why they were bringing this before them if they were not proposing the full consolidation. Mr. Guzman said that they included it to serve as a baseline case to compare with the other regional options. Mayor Dickey asked what the operational downside to Fountain Hills would be if they consolidated. Mr. Metzler said that Epcor prides itself in excellence, and they would not compromise on its commitment to maintain that level of excellence. Mayor Dickey asked if meter size mattered. Mr. Metzler said that it does; they have this chart for different meter sizes, based on the most common size for each district. CUSTOMER ASSISTANCE PROGRAMS Low Income Assistance Program $10 Credit Deployed Service Member Credit Disabled Veterans Assistance WHAT'S NEXT? Virtual Information Sessions Ongoing Communication March 22, 2021 Public Hearing Late summer 2021 decision (estimate) Mr. Metzler said that he was the Director of Operations for everything east of I-17 and everything on the Colorado River. They have 15 employees working in Fountain Hills. They have 14,000 connections and serve 24,000 customers. He said that the water comes from the Central Arizona Project and they have two good producing wells in the community. The surface water is treated at Palatial Estates plant, with the ability to treat 20 mgd. The average high demand month is at 7.2 mgd. He said that their annual electric bill is $1 million and their annual water bill is $1.6 million a year. Mr. Metzler said that he looked at data for the past four years, and they spent between $4.2 to $5 million a year. They have 9 reservoirs, water main replacements and water main breaks. Every year they try to replace 1/2 of all water meters. This year they spent $300,000 on those efforts. He said that he is proud of the relationship they have with Mr. Weldy and Mr. Miller. Mr. Metzler then reviewed recent projects in Fountain Hills: Sunridge Drive Shea Treatment Plant Adero Canyon Trailhead Extension Palatial Estates Reservoir Wall Painted Surface Water Storage Reservoir at the north end of Fountain Hills off of Blackbird Palisades line He said that they like to be able to look at their telemetry and instrumentation. It calls them in Town Council Regular Meeting of October 6, 2020 4 of 9 the middle of the night for a drop in pressure. They have six smart fire hydrants and they are continually monitoring the system. He said that when they have a main break, it does not just impact the system, but also the customers. They want to find those as quickly as possible, isolate them and then repair and repave the road as quickly as possible. Vice Mayor Scharnow said that some of the pipes in the Grande/El Pueblo area are from the 1970's. Mr. Metzler said that if they look at the work done in the 60's and 70's versus that done in the 1990's and 2000's, there is not a direct relationship with age; a lot of it gets to the craftsmanship. The major area of concern is the line on Palisades. Councilmember Spelich said that back in January he knew someone that inadvertently backed into a fire hydrant and the water was gushing for well over half an hour. He asked why the Fire Department did not have the ability to turn that off. Mr. Metzler said that every community in Arizona is its own animal. Typically, the agreements are reached and negotiated with the leadership. He said that he is more than willing to have that conversation with the Fire Chief. Councilmember Spelich said that last month he was contacted by two customers who usually have water bills in the $60-80 range, and each were around $300. He asked who they should reach out to if that happens. Mr. Metzler said that they should call the 1/800 customer service number and they can talk them through it. Nine times out of ten it is related to a leaking irrigation system. If the customers demonstrate they have located and corrected the problem, he will consider crediting the bill. Mr. Guzman said that he is always available as well to talk with a customer. Councilmember Spelich asked if the majority of meters were read virtually. Mr. Metzler said that they are very close to having replaced all of the meters with smart meters, which allows them to drive through a neighborhood. Councilmember Spelich asked if there is ever a time where they would estimate a bill. Mr. Metzler said that they do not estimate reads; it is not acceptable. Mayor Dickey and Councilmember Magazine thanked them for the presentation. C.PRESENTATION of General Plan Video. Mr. Miller said that Bo Larsen worked diligently with John Wesley to get the word out on the General Plan. He said that it was not to tell people to vote yes, but was purely educational. Mr. Larsen then showed the video to the Council and audience. Council asked Mr. Larsen to forward it to the entire Council. D.PRESENTATION of Valley Metro transit analysis. Mr. Miller explained that a few years ago the Town became a member of Valley Metro, which entitles the Town to send a representative to sit on their Board of Directors. Vice Mayor Scharnow has been sitting in that capacity. Part of the Town's membership entitles it to have a comprehensive transit study done at no cost. He said that they got started early last year, but then COVID hit, which delayed the project. Mr. Trimble said that he was happy to help coordinate the annual paperwork for their membership, and tonight they have Joe Gregory, Manager for Service Planning, and Hannah Quincy, Senior Transit Planner, on the telephone. Ms. Quincy then gave a PowerPoint presentation which addressed: Town Council Regular Meeting of October 6, 2020 5 of 9 VALLEY METRO SYSTEM FACTS OPERATING COSTS & FUNDING SOURCES TRANSIT STUDY SCOPE OF WORK DEMOGRAPHIC PROFILE COMMUTE PATTERNS EXISTING TRANSIT OPTIONS RIDECHOICE TRANSIT SERVICE CONCEPT COMMUNITY CONNECTORS EXPRESS ROUTE MODIFICATIONS NEW EXPRESS ROUTE NEW DOWNTOWN CIRCULATOR ALTERNATIVE SERVICE DELIVERY MODEL OTHER SERVICE IDEAS IMPLEMENTATION PLAN AND FUNDING STRATEGIES SECTION 5310 (FEDERAL FUNDS) FUNDING STRATEGIES RIDECHOICE EXPANSION TOWNWIDE SALES TAX, BUSINESS LEVY OR OTHER TAX Mr. Miller said that he was talking earlier that perhaps they should spend down the money currently in the reserves and develop a plan to be discussed during the February Retreat, which is also about the time that Valley Metro requires them to have a plan. Vice Mayor Scharnow said that he was okay with that; however, the Retreat does get to be a long day and topics stack up. He suggested that they schedule a separate work study. Vice Mayor Scharnow said that it is a given that the 514 is probably not going to survive. He believes that with $225,000 in the bank, the cross-town extension to Gilbert/McDowell Roads is a good pilot program for two years; then the money will run out. He said that he was glad to see the numbers come up on RideChoice and he would like to look at options with the Give-a-Lift program, possibly providing administrative help. He said that regionally, he has loved the Valley Metro meetings and he was glad that the Town has been a part of that. He said that he would like to see an increase in the Van Pool Expansion. Mr. Miller said that Hanna had mentioned a Federal Program workshop held for vehicles/operating costs, but it is only held every other year. Mr. Trimble added that MAG put it on. He said that it was a long day with a ton of strings attached. He was not sure that the Town could administer it; it was focused more on nonprofits, but perhaps the Town could partner with a nonprofit. Councilmember Friedel said that he was intrigued with the RideChoice services, and expanding it and getting to the low-income users. He asked if there was enough of a demand for it. Mr. Miller said that there is some survey that was done, and they could probably obtain that from the Department of Economic Services. Mr. Trimble said that one of the biggest advantages with RideChoice is that they came out with a pilot program that decreased the cost to riders. Under the previous program to go to the hospital at 90th Street and Shea, it was a $30 charge; now it is $4 each way. Hannah said that they could look at one of the peers in the region, such as Surprise, as they have expanded. Town Council Regular Meeting of October 6, 2020 6 of 9 Mayor Dickey said that she has been having the same thoughts, talking about transportation. With the Prop 400 extension the Town has proposed 13-14 projects. She said that if they are looking to have 35,000 people in town, she believed that A.ternate 1 to Mesa made the most sense. She said that it would still be separate from the RideChoice program. If they dropped 514, they would get $65,000, giving them a total around $100,000 and that would get them back into what they are going to get out of Prop 400. She was happy to have this information and happy to move forward. Mr. Miller said that he did not hear any debate over the Gilbert Road Connection, to also grow the RideChoice program and expand to low/moderate in the interim. He said that he would like to work with the Mayor and Vice Mayor to influence them providing a regionalized service. Joe Gregory with Valley Metro said that in order to do this they are working six months ahead of time. They are now talking about April of 2021 changes and will be going out to those next month. Mr. Trimble said that they are too late to make a change in April, but to propose something in October 2021, a discussion during the retreat may work in the timeline. Vice Mayor Scharnow thanked Hannah and Joe, and the crew, for the update and study. Mayor Dickey thanked Vice Mayor Scharnow as well. She said that they have a lot of committees around the region and he has been right there since the beginning. 6.CALL TO THE PUBLIC Pursuant to A.R.S. §38-431.01(H), public comment is permitted (not required) on matters NOT listed on the agenda. Any such comment (i) must be within the jurisdiction of the Council, and (ii) is subject to reasonable time, place, and manner restrictions. The Council will not discuss or take legal action on matters raised during Call to the Public unless the matters are properly noticed for discussion and legal action. At the conclusion of the Call to the Public, individual councilmembers may (i) respond to criticism, (ii) ask staff to review a matter, or (iii) ask that the matter be placed on a future Council agenda. None 7.CONSENT AGENDA ITEMS All items listed on the Consent Agenda are considered to be routine, noncontroversial matters and will be enacted by one motion of the Council. All motions and subsequent approvals of consent items will include all recommended staff stipulations unless otherwise stated. There will be no separate discussion of these items unless a councilmember or member of the public so requests. If a councilmember or member of the public wishes to discuss an item on the Consent Agenda, he/she may request so prior to the motion to accept the Consent Agenda or with notification to the Town Manager or Mayor prior to the date of the meeting for which the item was scheduled. The items will be removed from the Consent Agenda and considered in its normal sequence on the agenda. MOVED BY Councilmember David Spelich, SECONDED BY Vice Mayor Mike Scharnow to approve Consent Agenda items 7-A through 7-C. Vote: 5 - 0 Passed - Unanimously Town Council Regular Meeting of October 6, 2020 7 of 9 A.CONSIDERATION OF approving the meeting minutes of the Regular Meeting of September 15, 2020. B.CONSIDERATION OF adopting Ordinance 20-23 to Amend Town Code, Chapter 9, Article 9-5, Section 1, Purpose and Intent; Section 2, Definitions; Section 3, General Preserve Regulations; and Section 4, Central Trailhead Regulations. C.CONSIDERATION OF approving a Liquor License Application for Georgie's, located at 16725 E. Avenue of the Fountains #C110 Fountain Hills, Arizona, for a Series 12 (Restaurant) license. 8.REGULAR AGENDA None 9.COUNCIL DISCUSSION/DIRECTION to the TOWN MANAGER Item(s) listed below are related only to the propriety of (i) placing such item(s) on a future agenda for action, or (ii) directing staff to conduct further research and report back to the Council. None 10.ADJOURNMENT MOVED BY Councilmember David Spelich, SECONDED BY Councilmember Gerry Friedel to adjourn the meeting. Vote: 5 - 0 Passed - Unanimously The Regular Meeting of the Fountain Hills Town Council held October 6, 2020, adjourned at 7:45 p.m. TOWN OF FOUNTAIN HILLS ____________________________ Ginny Dickey, Mayor ATTEST AND PREPARED BY: ______________________________ Elizabeth A. Burke, Town Clerk CERTIFICATION I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the Regular Meeting held by the Town Council of Fountain Hills in the Town Hall Council Chambers on the 6th of October, 2020. I further certify that the meeting was duly called and that a quorum was present. DATED this 17th day of November, 2020. _________________________________ Elizabeth A. Burke, Town Clerk Town Council Regular Meeting of October 6, 2020 8 of 9 TOWN OF FOUNTAIN HILLS MINUTES OF THE REGULAR MEETING OF THE FOUNTAIN HILLS TOWN COUNCIL OCTOBER 20, 2020 1.CALL TO ORDER AND PLEDGE OF ALLEGIANCE – Mayor Dickey Mayor Dickey called the meeting to order at 5:30 p.m. and led the Council and audience in the Pledge of Allegiance. 2.INVOCATION - Pastor Rick Ponzo, Calvary Chapel Fountain Hills Pastor Ponzo, Calvary Chapel Fountain Hills, gave the invocation. 3.ROLL CALL – Mayor Dickey Present: Mayor Ginny Dickey; Vice Mayor Mike Scharnow; Councilmember Gerry Friedel; Councilmember Art Tolis; Councilmember Alan Magazine; Councilmember David Spelich Absent: Councilmember Dennis Brown Staff Present: Town Manager Grady E. Miller; Town Attorney Aaron D. Arnson; Town Clerk Elizabeth A. Burke; 4.REPORTS BY MAYOR, COUNCILMEMBERS AND TOWN MANAGER Town Manager Grady Miller reminded everyone that this Saturday is the 12th Annual Make a Difference Day from 8:00 a.m. to 12:00 p.m. They have 37 residential projects and 267 volunteers registered. This year they will be doing all projects outside. Mayor Dickey thanked Volunteer Coordinator Kim Wickland for all of her work on this project. Mayor Dickey reminded everyone that the deadline to register to vote was October 15, 2020, and the last day to request an early ballot to be mailed is October 23. She clarified that the post office is accessible, and ballots should be in the mail by October 27 to ensure they are received by election day. She said that early ballots could also be dropped off at Town hall on Monday through Thursday from 7:00 a.m. to 6:00 p.m. and until 7:00 p.m. on election day. Voting in person has also started at Plaza Fountainside and they are open Monday through Saturday from 9:00 a.m. to 7:00 p.m. They will be closing the Monday before the election at 5:00 p.m. She said that the Voting Center will be open on election day from 6:00 a.m. to 7:00 p.m. She also reported that she has been attending AAED meetings through the use of Zoom Meetings, and she noted that there are resources out there. A.A PROCLAMATION declaring October 19-23, 2020, as Arizona Cities and Towns Week. Mayor Dickey read a proclamation proclaiming the week of October 19-23, 2020, as Arizona Cities and Towns Week. Mr. Miller said that he would have the proclamation displayed at Town Hall. B.A PROCLAMATION declaring November 11, 2020, as Veterans Day. Mayor Dickey read a proclamation proclaiming November 11, 2020, as Veterans Day. C.Recognition of Outgoing Board and Commission members. Mayor Dickey recognized outgoing board members Vicky Dirksen (Sister Cities Advisory Commission) and Gerry Friedel (Strategic Planning Advisory Commission). Those not present, but recognized, were Don Doty (Community Services Advisory Commission) and Dr. Darienne Slater (McDowell Mountain Preservation Commission). 5.SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS A.PRESENTATION OF Purple Heart flag to the Town of Fountain Hills by Phil Yin, Sr. Vice Commander of the Military Order of the Purple Heart Chapter 2560. Patriot Chuck Byers, Department of Arizona State Commander, Military Order of the Purple Heart, presented the Purple Heart Flag to Mayor Dickey and the Fountain Hills Town Council. He said that he was pleased and proud to have the recognition for the Town. Public Works Director Justin Weldy thanked all veterans and said that they would be hoisting the flag at sunrise in front of Town Hall tomorrow morning. B.PRESENTATION OF update by representatives of the Fountain at 50 Committee. Sandy Racini, Chairman of the Fountain at 50 Committee, reviewed what has been taking place since the proclamation was read last December. She said that they kicked it off last year with the Thanksgiving Day Parade, and then golden "50's" appeared in Fountain Park. They celebrated the 30th Anniversary of Incorporation with cake for 600 people. The Sculpture of Light was approved, and in January they became part of the Museum's history, a social media campaign started, and the Times began a monthly history section. The Museum was collecting oral stories and the Library started a children's program. She said that in February they were well-prepped to receive a number of letters from municipalities from around the Valley through the Pony Express. Then, in March event after event was canceled due to COVID-19. They continued planning and had the banners on the Avenue installed and began a photo contest. Chocofin created a Fountain at 50 chocolate bar and had a contest for 50 pounds of chocolate. The committee also began gathering items for a time capsule which will be opened in 25 years. They are planning to have golden holiday decorations and the Recreation Department began a virtual trivia night with an emphasis on the fountain. She said that they were hoping that these different things would keep people involved. She said that they had originally planned to be part of the Stroll in the Glow Balloon Glow and lighting of the Sculpture, but they have decided against that, although the Chamber is still moving forward with the Stroll. They had also planned a gala anniversary dinner for December 6, but that has been postponed as well. She said that they have moved their events to January 30, 2021, hoping that conditions will have improved by then. During the December 15, 2020, Council Meeting, a new proclamation will be read and they will unveil the new lighting system at the Fountain. Town Council Regular Meeting of October 20, 2020 2 of 10 Mayor Dickey said that this year is not what so many people had hoped for, but she wanted to recognize her and the committee for keeping their good humor and flexibility. She thanked the committee and community groups that volunteered to do things, and she thanked Ms. Racini for her leadership. Councilmember Tolis thanked the committee as well. He said that he would encourage the committee to come up with an alternate plan to have a full year of celebrations, starting with a day that masks are not required. C.PRESENTATION OF monthly update by MCSO Captain Kratzer. MCSO Captain Kratzer reported that they are still seeing a high number of identity theft and fraudulent claims through the Department of Economic Security. He said that if residents find that they are shown as receiving benefits, they should call the Police and DES. Because of the number of fraudulent claims, it is keeping others from getting benefits that they are in need of. He said that computer fraud is still a problem as well. Last month they had an individual in Town defrauded out of $5,000. He said that there is another scam where they ask the individuals to purchase gift cards at local stores. He said that they are fully implemented to go out to contact the local stores to provide training and education so employees could identify these cases, but they are somewhat limited in what they can do. Coming up, they will be part of the Make a Difference Day, the Fountain Hills Goofy Blast Halloween, and will be meeting in person with the Fountain Hills Coalition. He also reminded everyone that there is a drop box at the MCSO Office for unwanted drugs. Councilmember Spelich asked what MCSO's plans are for election day and the day after with police departments across the country planning for social unrest. Captain Kratzer said that it is still being determined. They are constantly monitoring threats. They are working on it, but they have not seen a formal plan. They are not allowing any time off between November 1 and 10, and it may be extended if needed. Mayor Dickey thanked the MCSO office, noting that all of the above, as well as their normal duties of dealing with party houses, helping residents' quality of life, masks, distancing, stolen signs, etc. it keeps them going. She said that he is always calm and professional. D.PRESENTATION OF First Quarter FY21 Revenue Update Finance Director David Pock gave a First Quarter FY21 Revenue Update, which addressed: FIRST QUARTER REVENUE UPDATE Revenues collection for the first quarter is encouraging and exceeded budgeted expectations by $825,000 Most TPT categories are outperforming last year State Shared Revenues are down slightly but still within an acceptable range Staff remains optimistic that collections will continue to strengthen as economic uncertainty related to COVID-19 and the election decrease NET TAXABLE ACTIVITY TOTAL TPT COLLECTIONS RETAIL SALES Town Council Regular Meeting of October 20, 2020 3 of 10 Councilmember Tolis said that a big issue in the past was with online sales. He asked at what point taxes on those sales began coming in. Mr. Pock said that he would have to find out. Mr. Miller said that with the Wayfair Decision, they saw changes starting in 2019. Mr. Pock said that is one of the reasons they faired so well. Mr. Miller said that another factor was with the mandated taxes on short-term rentals. Councilmember Magazine asked how much they are losing to individuals renting out places that are not part of a program. Mr. Pock said that he would not be able to quantify that. Councilmember Magazine asked if the Town works with realtors. Mr. Miller said that they went out to them, and also used the newsletter to get the word out. Neighbors are reporting as well. Mr. Pock said that the Town has an auditor on contract who has working relationships with the Department of Revenue. He will work with him on strategies. Councilmember Tolis said that another policy that Council supported was auto sales and that number is included in this amount as well. Mr. Pock said that was correct. Councilmember Spelich said that they should get with MCSO about the party houses and make sure those are on the list for sales tax. Mr. Pock said that one of the party houses is compliant. CONSTRUCTION UTILITIES REAL ESTATE RESTAURANTS AND BARS SERVICES STATE SHARED REVENUE SALES TAX INCOME TAX HURF Mr. Miller said that staff put a hold on CIP projects, other than the four directed by Council. Council wanted to wait until this first quarter report to determine whether they could move forward with some of the other projects. He said that they had a lot more wants than needs. The cost of living recommended was postponed to January 1, 2021, and went from 3% to 2.5% to wait and see how revenues were looking. He said that all of the capital projects are fully budgeted this year. At adoption of the budget, he had recommended that they go forward with the top five. Staff will come back next month with decision points and outline what the projects are. Councilmember Magazine said that he did not want to be foolish about it. Vice Mayor Scharnow said that he appreciated the summary and looks forward to hearing more about capital projects at the November 17, 2020, meeting. 6.CALL TO THE PUBLIC Pursuant to A.R.S. §38-431.01(H), public comment is permitted (not required) on matters NOT listed on the agenda. Any such comment (i) must be within the jurisdiction of the Council, and (ii) is subject to reasonable time, place, and manner restrictions. The Council will not discuss or take legal action on matters raised during Call to the Public unless the matters are properly noticed for discussion and legal action. At the conclusion of the Call to the Public, individual councilmembers may (i) respond to criticism, (ii) ask staff to review a matter, or (iii) ask that Town Council Regular Meeting of October 20, 2020 4 of 10 the matter be placed on a future Council agenda. None 7.CONSENT AGENDA ITEMS All items listed on the Consent Agenda are considered to be routine, noncontroversial matters and will be enacted by one motion of the Council. All motions and subsequent approvals of consent items will include all recommended staff stipulations unless otherwise stated. There will be no separate discussion of these items unless a councilmember or member of the public so requests. If a councilmember or member of the public wishes to discuss an item on the Consent Agenda, he/she may request so prior to the motion to accept the Consent Agenda or with notification to the Town Manager or Mayor prior to the date of the meeting for which the item was scheduled. The items will be removed from the Consent Agenda and considered in its normal sequence on the agenda. MOVED BY Councilmember David Spelich, SECONDED BY Councilmember Alan Magazine to approve Consent Agenda Items 7-A through 7-D. Vote: 6 - 0 Passed - Unanimously A.CONSIDERATION OF approving the meeting minutes of the Special Meeting of September 8, 2020; and the Special Meeting of September 28, 2020. B.CONSIDERATION OF adopting Resolution 2020-38, abandoning the 10' Public Utility and Drainage Easement at the rear of Plat 603-B, Block 1, Lot 24 (12636 Sumac Drive) as recorded in Book 161, page 41, records of Maricopa County, Arizona; with stipulation. (EA 2020-07) C.CONSIDERATION OF adopting Resolution 2020-39, abandoning the 10' Public Utility and Drainage Easement at the rear of Plat 505-B, Block 1, Lot 22 (15809 Kipling Dr.), as recorded in Book 158, page 43, records of Maricopa County, Arizona, with stipulation. (EA 2020-08) D.CONSIDERATION OF adopting Resolution 2020-40, abandoning a portion of the 10' Public Utility and Drainage Easement at the rear of Plat 506-A, Block 2, Lot 33 (15213 E. Shoot Out Plaza), as recorded in Book 159, page 30, records of Maricopa County Arizona. 8.REGULAR AGENDA A.CONSIDERATION OF appointments to the Board of Adjustment, Community Services Advisory Commission, McDowell Mountain Preservation Commission, Planning and Zoning Commission, Sister Cities Advisory Commission, and the Strategic Planning Advisory Commission. Mayor Dickey said that it was good to see so many interested people in the community. She said that the Council Subcommittees had met and provided their recommendations for appointment. MOVED BY Mayor Ginny Dickey, to appoint: Carol Perica and Paul Ryan to the Board of Adjustment (terms ending 10/31/23); Amy Arnold and Rory Wilson to the Community Services Advisory Commission (terms ending 04/30/23) and Stephen Barnes (term ending 04/30/21), and Jacelle Bautista as the youth member (term ending 06/30/21); Janice Holden and DJ Willard to the McDowell Mountain Preservation Commission (terms ending 10/31/23); Scott Schlossberg and Jessie Brunswig to the Planning and Zoning Commission (terms expiring 04/30/23); Eric Walker and James Wilson to the Sister Cities Advisory Commission (terms expiring 10/31/23); and Gerard Biscelia and Cynthia Magazine to the Strategic Planning Town Council Regular Meeting of October 20, 2020 5 of 10 Advisory Commission (terms ending 04/30/23) and Patrick Garman (term ending 04/30/22). Councilmember Magazine said that he has never seen so many applicants, and it was a sign of a healthy community. He thanked them all. Councilmember Spelich added that their resumes were so impressive with such diverse backgrounds. He said that it was impressed to see the backgrounds of people and it was a tough decision. , SECONDED BY Councilmember David Spelich Vote: 6 - 0 Passed - Unanimously B.HOLD A PUBLIC HEARING AND CONSIDER ORDINANCE 20-21 amending Chapter 12, Commercial Zoning Districts, Sections 12.02 B, 12.02 C, and 12.02 D, by adjusting provisions to allow indoor vehicle sales in the C-C, C-2, and C-3 Districts. Case #Z2020-08 Mayor Dickey opened the Public Hearing. Senior Planner Farhad Tavassoli gave a brief PowerPoint presentation, noting that the proposed text amendment would allow indoor vehicle sales in the C-C, C-2 and C-3 zoning districts. Councilmember Magazine said that he did not see anything about overnight parking. Mr. Tavassoli said that this ordinance did not address overnight parking. It is currently allowed in the C-3 as a matter of right and in the C-2 with a Special Use Permit. Mayor Dickey closed the Public Hearing. MOVED BY Councilmember Art Tolis, SECONDED BY Vice Mayor Mike Scharnow to adopt Ordinance 20-21. Vote: 6 - 0 Passed - Unanimously C.PUBLIC HEARING AND CONSIDERATION OF Ordinance 20-22 amending Zoning Ordinance Section 6.07 G. 2. by changing the calculation used for the size of signs consisting of individual letters and/or logos and Section 6.08 W. 1. regarding the allowable sign area for wall signs. (Case #2020-09) Mayor Dickey opened the Public Hearing. Mr. Wesley said that Chapter 6 of the Zoning Ordinance provides for the regulations of signs. Town staff, with the assistance of the Town Attorney and input from a citizen group, is preparing a comprehensive update to the sign regulations. A draft of the sign ordinance has been reviewed by the Planning and Zoning Commission; the proposed amendments included in this text amendment are part of what the Commission has recommended for approval. In reviewing the current code against those of other cities and towns, and in discussions with the citizen group, it was noted that two current provisions in the Town's sign ordinance are more restrictive than other communities. It has been proposed that these two provisions be changed to allow more flexibility and creativity in sign design. Section 6.07 of the Sign Regulations provides general regulations regarding signs. Subsection 6.07 G. addresses sign area and how to measure sign area for different types of Town Council Regular Meeting of October 20, 2020 6 of 10 signs. Paragraph 2 addresses signs which are made up of individual letters and logos. The measurement standard in the ordinance is to draw a rectangle around the elements that make up the sign to calculate the area of the sign. This method of measuring sign areas limits the creativity of the sign design. To get the largest sign, the owner will usually choose a simple rectangular sign. To allow for and encourage more creative sign design, the proposal is to allow the area for these types of signs to be measured using up to two geometric shapes at least one point in common. This can then allow for different shapes and letters that go outside the standard rectangle without wasting a lot of sign area on unused space. Section 6.08 of the Sign Regulations provides the requirements for individual sign types. Subsection 6.08 W. address wall signs. Paragraph 1 in this section states wall signs are limited to a maximum of 1 square-foot of sign area per foot of frontage. In comparison to other communities, this sign allowance is low. The recommendation is to increase the allowance to 1.5 square-feet of sign area per foot of frontage. The maximum sign allowed will still be limited by the aggregate sign area allowance in Section 6.08 A. Brief discussion was held on potential colors of signs. Mr. Arnson said that the Council could adopt reasonable design standards. Mr. Wesley said that one of the immediate concerns is if that would limit such things as corporate colors. Mayor Dickey closed the Public Hearing at this time. MOVED BY Vice Mayor Mike Scharnow, SECONDED BY Councilmember Art Tolis to adopt Ordinance 20-22. Vote: 6 - 0 Passed - Unanimously D.CONSIDERATION OF Ordinance 20-25 amending the Fountain Hills Town Code by adopting a new Article II (Recreational Marijuana), in Chapter 11 (Offenses); establishing a purpose; setting forth definitions; prohibiting marijuana on public property; prohibiting marijuana establishments and marijuana testing facilities; enacting reasonable regulations for marijuana cultivation on residential property; setting forth violations; providing for enforcement and penalties; and setting a conditional effective date. Mr. Arnson said that in a few weeks the Arizona voters will decide on whether to allow recreational marijuana. Among other things, the Act allows municipalities to prohibit or regulate recreational marijuana establishments and testing facilities from operating within their jurisdictions. This proposed ordinance will not become effective unless and until the Act is approved and becomes effective. As proposed, the ordinance will prohibit recreational marijuana establishments and testing facilities from operating within Fountain Hills. In accordance with the Act, this prohibition would not apply to a current dual licensee that operates within Fountain Hills. The ordinance would also prohibit, among other things, the use or possession of marijuana on Town property. Finally, the proposed ordinance would place reasonable limits on the growth of marijuana plants in private residences. Staff recommends adoption of the ordinance. Doug Hebert, retired agent for DEA, said that his experience is that drug use and its misuse is related to its access and availability. He does not want to see this law pass. Town Council Regular Meeting of October 20, 2020 7 of 10 Shelly Maurey, Fountain Hills Coalition, said that studies show that youth living near marijuana dispensaries are more likely to use than those that do not. She said that she has 19 pages of law written by cannabis executives. She said that the proposed law is bad for the work force and drivers. She commended the Town for their vision in preempting this law and allowing the Town to regulate. Councilmember Magazine asked if she had seen the ordinance, and whether she thought it was going to make any different. Ms. Maurey said that the Town would be sending a signal that they want to protect the kids and the community. She said that if she is a new person coming in, she is more likely to move their family here than somewhere else if they regulate cannabis. Mr. Arnson said that at a minimum, this ordinance allows the Town Council to decide what they want to do in the future; it preserves their rights. Vice Mayor Scharnow said that there are a lot of things in the proposed proposition that are not good. He urged everyone to vote no, and he fully supported the proposed ordinance. MOVED BY Vice Mayor Mike Scharnow, SECONDED BY Councilmember David Spelich to adopt Ordinance 20-25. Vote: 6 - 0 Passed - Unanimously E.CONSIDERATION OF amending Christmas Light Decorators contract in an amount not to exceed $15,000. Community Services Director Rachael Goodwin said that on the first Saturday of December, the Fountain Hills community welcomes the holiday season by hosting a number of programs and activities. One of the most anticipated components of the day is the illumination of the annual light display along the Avenue Linear Park. The lights are officially lit during a Town-wide celebration hosted by the Fountain Hills Chamber of Commerce, known as the Stroll in the Glow. Though the Town does not organize the event, staff collaborates with the Chamber of Commerce to ensure the lights and other logistics are installed in time for the program. Due to COVID-19 and current safety mandates, the Chamber has had to eliminate many of the standard components of this event. In an effort to bolster the event and increase engagement while adhering to social distancing guidelines, the Town is considering a one-time expansion of the light installation. The expansion would include increased displays and/or decor, as budget and stock allow. Christmas Light Decorators is the current provider of the holiday lights and displays and is currently contracted at $35,000 annually. A one-time increase to the contract is requested, not to exceed $15,000, to be used to enhance the displays within the Avenue Linear Park. Budget savings from other events and programs, including Independence Day and Turkey Trot, will be reallocated for this expenditure. Councilmember Spelich said that he is not anti-Christmas, but he thinks that $15,000 is a significant amount of money. He said that he would like staff to look into purchasing a display; something that the Town could hold onto and be used every year. Mr. Miller said that they had the same thought; however, some of the issue is with storage. Ms. Goodwin added that there is also the annual maintenance. Councilmember Tolis said that would be good money going after bad, and the equipment would depreciate very quickly. He said that he trusts Ms. Goodwin's thinking and thinks this is a good investment. It has been a difficult year and it would be nice to have Fountain Hills recognized for having amazing lights. They Town Council Regular Meeting of October 20, 2020 8 of 10 should work with the newspaper and event coordinators. He was in favor of the request. Vice Mayor Scharnow said that he tends to be in favor of it as well. He said that maybe for next year they could look into buying/renting and developing a long-term plan. Mr. Miller said that is a good idea; they will follow up and report back to the Council. MOVED BY Councilmember Art Tolis, SECONDED BY Vice Mayor Mike Scharnow to authorize Town Manager to proceed with procurement of additional holiday lighting displays in an amount not to exceed $15,000. Vote: 6 - 0 Passed - Unanimously F.CONSIDERATION OF approving the fifth (5th) amendment to Professional Services Agreement C2017-083 in the amount of $16,701.64 with the CK Group, Inc. for engineering design services. Mr. Miller said that last year the Town Council selected the roundabout as the optimal alternative to safely move traffic and improve pedestrian safety at this intersection. Last spring CK Group completed the construction design and engineering documents for the roundabout prior to the town seeking qualified bids to construct the roundabout project. Shortly after construction was underway, a potential pedestrian and vehicular safety issue was discovered with the dedicated right turn lane. At the direction of staff, CK Group redesigned the eastbound approach to improve the pedestrian and vehicular safety at the southbound lanes of La Montana. The firm also addressed drainage issues that resulted from removing the dedicated right turn lane. The roundabout redesign, safety and drainage issues have been resolved and final construction of the project should be at or near completion as of the date of the Council meeting on October 20, 2020. The cost of the roundabout design changes resulted in a cost of $16,701.64. Mr. Weldy said that with the prior design, a retention basin was not needed; however, in reducing the pavement width, motorists are unable to get out of the deeper water, so the retention basin will collect the stormwater upstream. After storm events there are large quantities of water and they flow for one to three days down the Avenue. This will help to minimize some of those issues. He noted that these are just retention; once they reach capacity the water will be flowing out. Mr. Weldy said that the final paving for the minor redesign will be tomorrow and provided everything goes right, tomorrow night they will remove all of the temporary signs. He said that there will still be a 2" drop-off. They are finishing the downtown paving at the direction of the Council. When they come back within the next two to three weeks, they will be putting a new coat on the Avenue of the Fountains and La Montana. Councilmember Magazine said that once that have a definite date, they should get the information on the Town's website. MOVED BY Councilmember Alan Magazine, SECONDED BY Councilmember Gerry Friedel to approve Contract Amendment No. 5 (to PSA Contract No. C2017-087) to the CK Group, Inc. in the amount of $16,701.64. Vote: 5 - 1 Passed NAY: Councilmember David Spelich Town Council Regular Meeting of October 20, 2020 9 of 10 9.COUNCIL DISCUSSION/DIRECTION to the TOWN MANAGER Item(s) listed below are related only to the propriety of (i) placing such item(s) on a future agenda for action, or (ii) directing staff to conduct further research and report back to the Council. None Councilmember Tolis said that with everything being in the downtown area, he would like to see Mr. Goodwin and her team, and economic development staff, plan something for the businesses to create a buzz. Perhaps they could work with Judi Yates and the Farmers Market to do something special in the spring if they are allowed to focus on the downtown and fill the vacancies they have. 10.ADJOURNMENT MOVED BY Councilmember Alan Magazine, SECONDED BY Councilmember David Spelich to adjourn. Vote: 6 - 0 Passed - Unanimously The Regular Meeting of the Fountain Hills Town Council held October 20, 2020, adjourned at 7:31 p.m. TOWN OF FOUNTAIN HILLS ____________________________ Ginny Dickey, Mayor ATTEST AND PREPARED BY: ______________________________ Elizabeth A. Burke, Town Clerk CERTIFICATION I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the Regular Meeting held by the Town Council of Fountain Hills in the Town Hall Council Chambers on the 20th day of October, 2020. I further certify that the meeting was duly called and that a quorum was present. DATED this 17th day of November, 2020. _________________________________ Elizabeth A. Burke, Town Clerk Town Council Regular Meeting of October 20, 2020 10 of 10 ITEM 7. B. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 11/17/2020 Meeting Type: Town Council Regular Meeting Agenda Type: Consent Submitting Department: Community Services Prepared by: Jennifer Lyons, Senior Services Supervisor Staff Contact Information: Rachael Goodwin, Community Services Director Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF approving Fountain Hills Cultural and Civic Association's application to the Arizona Department of Revenue for a Bingo License to conduct Bingo at the Community Center. Staff Summary (Background) Senior Services, Inc.(SSI) currently holds a Bingo license issued by the Arizona Department of Revenue in order to utilize the Community Center as the venue to conduct Bingo on Tuesday afternoons. Senior Services, Inc. will be dissolving and their board (Encore) will merge under the umbrella of the Fountain Hills Cultural and Civic Association. The Fountain Hills Cultural and Civic Association is seeking to be the organization that holds the Bingo license to conduct games at the Community Center. Both Senior Services, Inc. and the Fountain Hills Cultural and Civic Association are 501(c)(3) non-profit entities. The Fountain Hills Cultural and Civic Association, represented by Mark Dalton, is applying for a new Bingo license through the Arizona Department of Revenue. The application requires an endorsement by and a signature of a delegated authority of the local governing body. This will allow the Bingo program held at the Community Center on Tuesday afternoons to continue uninterrupted. Related Ordinance, Policy or Guiding Principle Arizona Revised Statute, Title 5, Chapter 4. A.R.S. §§ 5-409 and 5-410. Risk Analysis N/A Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends approval of the application to the Arizona Department of Revenue for a Bingo License to conduct Bingo at the Community Center. SUGGESTED MOTION MOVE to approve Fountain Hills Cultural and Civic Association's application to the Arizona Department of Revenue for a Bingo License to conduct Bingo at the Community Center. Attachments Bingo App Instructions License App Form Review Inbox Reviewed By Date Community Services Director Rachael Goodwin 11/04/2020 03:42 PM Finance Director David Pock 11/04/2020 04:02 PM Town Attorney Aaron D. Arnson 11/09/2020 09:30 AM Town Manager Grady E. Miller 11/09/2020 09:32 AM Form Started By: Jennifer Lyons Started On: 10/12/2020 11:23 AM Final Approval Date: 11/09/2020 ITEM 8. A. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 11/17/2020 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Administration Prepared by: Elizabeth A. Burke, Town Clerk Staff Contact Information: Grady E. Miller, Town Manager Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF Resolution 2020-43 declaring and adopting the results of the General Election held November 3, 2020. Staff Summary (Background) This resolution is presented to officially canvas the results of the General Election held November 3, 2020 which sought voter approval and ratification of the General Plan. At the time of this writing, the Maricopa County Elections Department has not completed their ballot count. As soon as the final numbers are provided, I will input them into the Canvassing resolution and post it with the agenda packet and/or provide a hard copy at the meeting on November 17, 2020. Related Ordinance, Policy or Guiding Principle Arizona Revised Statutes 16-642(A) requires that the Council canvass the election not less than six days nor more than twenty days following the election. Risk Analysis N/A Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends that the Town Council adopt Resolution 2020-43. SUGGESTED MOTION MOVE to adopt Resolution 2020-43. Form Review Inbox Reviewed By Date Inbox Reviewed By Date Town Attorney Aaron D. Arnson 11/09/2020 10:32 AM Town Manager Grady E. Miller 11/09/2020 10:34 AM Form Started By: Elizabeth A. Burke Started On: 11/02/2020 08:27 AM Final Approval Date: 11/09/2020 ITEM 8. B. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 11/17/2020 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Administration Prepared by: David Pock, Finance Director Staff Contact Information: David Pock, Finance Director Request to Town Council Regular Meeting (Agenda Language): PUBLIC HEARING AND CONSIDERATION OF Resolution 2020-42 adopting the Town's FY 2021-22 Comprehensive User Fee Schedule. Staff Summary (background) User fees are charged by local governments for products, services, and rentals provided to individuals or groups for their direct benefit. These fees rarely cover the entire cost incurred by the local government to obtain, maintain, and provide the products, services, and assets for rental. The unrecovered costs are subsidized from other funding sources, most notably the General Fund. In an effort to evaluate the cost of providing municipal services and to ensure the reasonable distribution of subsidies, the Town engaged Willdan Financial Services and Pat Walker Consulting to conduct the Town’s first Comprehensive User Fee Study. This evaluation was the first time that the town had a comprehensive cost of service study conducted. The study was designed to calculate the full cost, including indirect costs, for each fee included in the FY 2020 Comprehensive User Fee Schedule. Once calculated, the full cost was compared to the existing fees to determine the current subsidy amount. Based on that information, and multiple discussions with staff, the attached draft report was compiled, including proposed revisions to the fee schedule. Due to the large number of fees included in the schedule, the report and fee schedule were divided into sections based on departments and the types of products, services, or rentals provided. The Town Council held a work session on September 22, 2020, during which involved the consultants presenting the results of the cost of service study with a proposed a new fee schedule. At the work session, staff provided additional information regarding rentals and services included in the schedule and the costs to provide them. After discussion by the Town Council, direction was directed staff to move forward with the proposed fees for FY 2021-22. It should be noted that due to a state law enacted a few years ago, municipalities are mandated to demonstrate a connection between recommended adjustments of fees to the actual cost of services. Adoption of the resolution being considered would implement the proposed fees in the Comprehensive User Fee Schedule effective July 1, 2021. Related Ordinance, Policy or Guiding Principle Town of Fountain Hills Financial Policies Risk Analysis If the resolution is not adopted, the Town's current fee schedule will remain in effect. In general, this would result in reduced revenue collections for services provided by the Town. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends adoption of the resolution. SUGGESTED MOTION MOVE to adopt Resolution 2020-42 Attachments Res 2020-42 Form Review Inbox Reviewed By Date Finance Director (Originator)David Pock 11/04/2020 09:17 AM Town Attorney Aaron D. Arnson 11/04/2020 09:36 AM Town Manager Grady E. Miller 11/05/2020 09:57 AM Form Started By: David Pock Started On: 10/21/2020 04:00 PM Final Approval Date: 11/05/2020 RESOLUTION 2020-42 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, AMENDING THE TOWN’S COMPREHENSIVE FEE SCHEDULE EFFECTIVE JULY 1ST, 2021 FOR THE FISCAL YEAR 2021-2022 RECITALS: WHEREAS, the Mayor and Council of the Town of Fountain Hills (the “Town Council”), pursuant to ARIZ. REV. STAT. § 9-240(B)(2), are vested with the power to determine the budgets of all Town departments; and WHEREAS, the Town conducted a Comprehensive User Fee Study to assess the current Town Comprehensive Fee Schedule; and WHEREAS, the Town Council, in order to provide for consistent and uniform administration of the Town’s monies and to maximize savings of funds by monitoring expenditures, has determined it is necessary to amend the Comprehensive Fee Schedule effective July 1st, 2021. ENACTMENTS: NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF FOUNTAIN HILLS, as follows: SECTION 1. The recitals above are hereby incorporated as if fully set forth herein. SECTION 2. The Town Council hereby approves the 2021-2022 Comprehensive Fee Schedule, effective July 1, 2021, in the form attached hereto as Exhibit A and incorporated herein by reference. SECTION 3. The Mayor, the Town Manager, the Town Clerk, and the Town Attorney are hereby authorized and directed to take all steps necessary to carry out the purpose and intent of this Resolution. PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, this 17th day of November, 2020. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Ginny Dickey, Mayor Elizabeth A. Burke, Town Clerk REVIEWED BY: APPROVED AS TO FORM: Grady E. Miller, Town Manager Aaron D. Arnson, Town Attorney RESOLUTION 2020-42 PAGE 2 EXHIBIT A TO RESOLUTION 2020-42 [2021-2022 Comprehensive Fee Schedule] RESOLUTION 2020-42 PAGE 3 Proposed Fee Units Development Services Planning Fees Administrative Use Permit/Temporary Sign Permit $50.00 per request Appeal of a Decision by the Zoning Administrator $1,530.00 per appeal Comprehensive Sign Plans and amendments $280.00 per request Commercial/Industrial/Multi-Family Site Plan Review 680.00 Continuance at Applicant Request $140.00 per request Cut & Fill Waiver $350.00 per request Development Agreements 3,975.00 Development Agreements - Amendment 1,900.00 Final Plats 1,690.00 General Plan Amendments - Minor 2,500.00 General Plan Amendments - Major 3,760.00 Hillside Protection Easement (HPE) 170.00 Landscape Plan Review $510.00 per review Public Notice in Newspaper (for all actions requiring newspaper notifications) $260.00 (2) Notification fee (for allactions requiring mailed notifications) $175.00 (3) Ordinances (Text Amendments) $1,975.00 per ordinance Planned Area Developments (PAD) 3,620.00 Planned Area Developments (PAD) - Amendment 1,850.00 Plat Abandonments 1,150.00 Preliminary Plats 2,045.00 Recording Fees (subject to change without notice) $150.00 per request Replats (lot joins, lot divisions, lot line adjustments) $575.00 Rezones (Map) 3,623.00 Saguaro Cactus Permit $110.00 per permit Special Use Permits and amendments $2,000.00 Temporary Use Permits 230.00 Temporary Visitor Permit (RV Parking): $50.00 per permit Tract Housing 325.00 Variances 1,190.00 Zoning Verification Letter $280.00 per verification (1) Plus mailing costs RESOLUTION 2020-42 PAGE 4 (2) Plus actual newspaper posting costs (3) Plus $5 per mailing label (4) Minimum $150 recording fee Building Fees Building Permit/Plan Check Single Family Residential: Single Family Homes (Includes Permit and Plan Review) Livable Area with A/C $0.73 square feet Covered Area: Garage and/or Patio (non A/C) $0.55 square feet Single Family Addition $0.73 square feet Single Family Remodel $0.24 square feet Single Family Remodel non A/C $0.15 square feet Specialized Permits (Includes Permit and Plan Review) Solar Photovoltaic $150.00 per request Fence Walls 200.00 Retaining Walls 300.00 Pools & Spas Attached 320.00 Stand Alone Spas $140.00 per request Landscape Deposit $2,500.00 refundable deposit. Deposit required for Certificate of Occupancy (C of O) if landscaping is not installed; refundable upon landscaping approval by Town within six (6) months. Miscellaneous Plan Review/Inspection (1 hour minimum) One Discipline Permit $140.00 per review Minimum Plan Review $115.00 per permit Addendum $115.00 per addendum Demolition (minor) $60.00 per request Third-Party or Expedited Plan Review & Inspections Actual costs for third party Plan Review Add On (After 3rd Review) 50% of Bldg Permit/Plan Review Fee Reinspection Fee $170.00 per inspection Permit Extensions - Residential new construction only (If Town has all records and within current Code cycle) 460.00 per extension RESOLUTION 2020-42 PAGE 5 Permit Extensions - Residential remodel only (If Town has all records and within current Code cycle) $120.00 per extension Penalty for failure to obtain a building permit 100% of Bldg Permit/Plan Review Fee per incident Building Permit/Plan Check Commercial: Commercial/Tenant Building Permit (Includes Permit and Plan Review) Area with A/C $0.80 per square foot Covered Area (non A/C) $0.65 per square foot Commercial Building Addition Area with A/C $0.80 per square foot Covered Area (non - A/C) $0.65 per square foot Commercial Remodel (Existing) Area with A/C 585.00 Covered Area (non - A/C) 275.00 Apartments/Condominiums Livable Area with A/C $1.10 per square foot Covered Area (non - A/C) $0.75 per square foot Landscape Plan Review $50.00 per request Miscellaneous Permits (Plan Review Fee is Separate) $13.00 per permit Minimum Permit (one discipline) $140.00 per permit Sign Permit, less than 32 square feet (New/Modified) $85.00 per permit Sign Permit, 32 or greater square feet (New/modified) $105.00 per permit Miscellaneous Plan Review Miscellaneous Plan Review/Inspection ( 1 hour minimum) $115.00 per hour Revisions to Approved Plans $170.00 per hour Plumbing - Water heater replacement/solar (minor) $140.00 per request Mechanical - HVAC replacement (minor) $140.00 per request Electrical - panel repair (minor) $150.00 per request Demolition (minor) $60.00 per request Third-Party or Expedited Plan Review & Inspections Actual costs for third party Plan Review Add On (After 3rd Review) 50% of Bldg Permit/Plan Review Fee per review Reinspection Fee $170.00 per inspection RESOLUTION 2020-42 PAGE 6 Permit Extensions - Commercial new construction only (If Town has all records and within current Code cycle) $460.00 per extension Permit Extensions - Commercial remodel only (If Town has all records and within current Code cycle) $120.00 per extension Penalty for failure to obtain a building permit 50% of Bldg Permit/Plan Review Fee per incident Refund for cancelled Commercial Building permit (must be done in writing) 35% of building permit fee paid - request must be made within 180 days of original payment per request Appeal of Decision by Building Official/Fire Marshall 1,000.00 Planning Fees - Miscellaneous Maps: 8 1/2" x 11" $3.00 per map 11" x 17" Street/Index Map "Typical" $5.00 per map 11" x 17" Aerial Site Plan $18.00 per map 24" x 36" Custom Map $20.00 per map 36" x 36" Bldg/Plat/Zoning Map $25.00 per map 60" x 60" Street/Bldg/Develop/Plat/Plot $35.00 per map Map Book $100.00 per map book Fire Fees Residential Automatic Sprinkler System Plan Review/Inspection $340.00 for up to 4,400 square feet then $0.08 per square foot Commercial Automatic Sprinkler System Plan Review/Inspection $340.00 for the first 3,000 square feet then $0.11 per square foot Commercial Auto Sprinkler System Modification Plan Review/Inspection $195.00 per request Commercial Hood System Plan Review/Inspection $290.00 per request Commercial Fire Alarm System Plan Review/Inspection $385.00 per request Commercial Fire Alarm System Modification Plan Review/Inspection $385.00 per request Residential LPG Installation Review/Inspection $170.00 per request Annual Adult Residential Group Care Inspection $130.00 per request RESOLUTION 2020-42 PAGE 7 Annual Commercial Fire Inspection Fee $0.00 per request Tent Permit Fee (any tent over 200 square feet & any canopy over 400 square feet) $65.00 per request Reinspection Fee (beyond one re-check) $150.00 per request Abatement Fees: Inspection fee $340.00 per hour Reinspection fee $340.00 per inspection Public Works Excavations/In-Lieu Fees: Base fee (per excavation) $250.00 Base fee Trench cut fees: Newly paved or overlayed 0 - 1 yrs. $55.00 per linear foot Newly paved or overlayed 1 - 2 yrs. $45.00 per linear foot Newly paved or overlayed 2 - 3 yrs. $35.00 per linear foot Newly paved or overlayed 3 - 4 yrs. $25.00 per linear foot Newly paved or overlayed 4 - 5 yrs. $15.00 per linear foot Newly paved or overlayed 5 - 6 yrs. $10.00 per linear foot Slurry or chip sealed 0 - 2 years $4.00 per linear foot Pavement replacement greater than 300 feet in length $2.50 per square yard Utility Pit fees: Newly paved or overlayed 0 - 1 yrs. $5.00 per square foot Newly paved or overlayed 1 - 2 yrs. $4.50 per square foot Newly paved or overlayed 2 - 3 yrs. $3.50 per square foot Newly paved or overlayed 3 - 4 yrs. $2.50 per square foot Newly paved or overlayed 4 - 5 yrs. $1.50 per square foot Newly paved or overlayed 5 - 6 yrs. $1.00 per square foot Slurry or chip sealed 0 - 2 years $5.00 per square foot Adjustment (MH, valve, monument, etc.) $500.00 each Striping $3.00 per linear foot Lane Markers $175.00 each Stop Bars $3.00 per square foot Crosswalks $3.00 per square foot RPMs $7.00 each Seal-Coat $3.00 per square yard Encroachment/Engineering Permits: Base Permit Fee $200.00 2"/6" Paving A.C. $2.25 per square foot Permanent Barricading $220.00 each RESOLUTION 2020-42 PAGE 8 Guard Rail/Hand Rail $1.50 per linear foot Survey Monuments $145.00 each Concrete Aprons $145.00 each Scuppers $145.00 each Review for Adjustments MH, etc. $145.00 each 4" Paving - PC Concrete $1.45 per square foot Decorative Sidewalk or Paving $2.70 per linear foot Sidewalk & Bike path $2.70 per linear foot Curb & Gutter $1.70 per linear foot Valley Gutter $1.45 per linear foot Sign (regulator, street etc.) $145.00 each Pavement Cuts $1.45 per linear foot Driveway/Driveway Modifications $145.00 each Utility, Water Line, Sewer Line Trench - Paved $2.00 per linear foot Utility, Water Line, Sewer Line Trench - Unpaved $1.45 per linear foot Storm Drain Pipe $1.70 per linear foot Catch Basins, Headwells $145.00 each Cutoff Walls $1.45 per linear foot Slope Protection $1.45 per square yard Rip Rap $1.45 square feet Retaining Wall $1.45 per linear foot Cut/Fill (Materials Moved) $2.00 per cubic yard Box Culverts 5% of engineer estimate Miscellaneous 5% of engineer estimate Landscaping 5% of engineer estimate Irrigation 5% of engineer estimate Lighting 5% of engineer estimate Grading 5% of engineer estimate Utility Splice/Repair Pits Up to 25 square feet (outside pvmt) $140.00 flat fee Other 5% of engineer estimate In Lieu Payments n/a n/a Traffic Control Plan Review $170.00 per request Engineering Plan Review Fee $575.00 per sheet (includes three reviews) $190 per sheet for each subsequent review per sheet Failure to obtain an Encroachment Permit $230.00 per incident Failure to obtain a Final Inspection $170.00 per incident Reinspection Fee $150.00 per incident RESOLUTION 2020-42 PAGE 9 Investigation Fee for Work Done Without Permit $400.00 or the permit fee, whichever is greater, but not to exceed $2,500.00 for every day or a portion of a day from the time unpermitted work began until a permit is obtained. per incident Oversize/Overweight Vehicle Permit $250.00 per permit Haul Route Permit (greater than or equal to 500 cubic yards) $160.00 per permit Failure to barricade or improper barricading $1,00.00 to $5,000.00 per incident Permit Extension $50.00 per request Penalty for work w/o permit 50% of Permit Fee per incident Minimum Plan Review $115.00 per hour Traffic Study - Cost to recover staff time and materials $150.00 base fee plus $50.00 per additional location request per request Easement or Right-of-Way Abandonment $730.00 per request Hillside Protection Reconfiguration and/or Replacement of Hillside Protection Easement $350.00 per request Revocation Administrative Fee $60.00 per request Engineering Plan Review Fee $1,610.00 per request Final Plat Improvement: Plan Checking $1,750.00 per request Except water and sewer plans $1,610.00 per request Water and sewer plans only $1,610.00 per request Engineering Report/Calculations Review Fee (Drainage, Environmental, Traffic, Structural, Water, Sewer, etc.) $1,535.00 per request New/Address Change $50.00 Third-Party or Expedited Plan Review & Inspections Actual costs for third party Inspections not associated with an active Building Permit $60.00 per inspection Off-Hours Inspections (Nights & Weekends) $85.00 per inspection Public Works Fees - Miscellaneous Adopt a Street: Fee, per sign $60.00 Community Services Parks Fees RESOLUTION 2020-42 PAGE 10 Park Rental Fees - Resident: Small Ramada - 2 hour minimum $15.00 per hour Saguaro Ramada - 2 hour minimum $30.00 per hour Meeting Rooms 2 hour minimum $15.00 per hour Athletic Fields - 2 hour minimum $20.00 per hour Sports Courts - 1 hour reservation $10.00 per hour Half Day Open Park space, including Amphitheater, Avenue of the Fountains Plaza, Great Lawn, Centennial Circle and other lawns $800.00 flat fee Full Day Open Park space, including Amphitheater, Avenue of the Fountains Plaza, Great Lawn, Centennial Circle and other lawns $1,500.00 flat fee Park Rental Fees - Non-Resident/Commercial: Small Ramada - 2 hour minimum $22.50 per hour Saguaro Ramada - 2 hour minimum $40.00 per hour Meeting Rooms 2 hour minimum $20.00 per hour Athletic Fields - 2 hour minimum $30.00 per hour Sports Courts - 1 hour reservation $15.00 per hour Half Day Open Park space, including Amphitheater, Avenue of the Fountains Plaza, Great Lawn, Centennial Circle and other lawns $1,350.00 flat fee Full Day Open Park space, including Amphitheater, Avenue of the Fountains Plaza, Great Lawn, Centennial Circle and other lawns $2,350.00 flat fee Park Rental Fee Extras: Power Distribution Box Rental Fee & Deposit 25.00 per box per day Quick Coupler 25.00 per box per day Athletic Field Lights (2 hour minimum) $15.00 per hour per field Athletic Field Prep – Baseball/Softball $30.00 per field Athletic Field Prep – Soccer/Football $500.00 per field Batting Cage Rental - 1 hour $10.00 per hour Alcohol Permit with Park Reservation $20.00 per permit Fountain Operation $300.00 per half hour Staff - 2 hour minimum $40.00 per hour per staff member Community Center Fees Community Center Rentals - Resident/Organization: Classrooms - 2 hour minimum $25.00 per hour RESOLUTION 2020-42 PAGE 11 Ballroom - Per Ballroom; Minimum 4 hours Lobby $50.00 per hour Weekend Rates: Friday & Saturday (no rentals on Sunday) Ballroom - Per Ballroom; Minimum 4 hours $75.00 per hour Groups meeting 6 or More Times per Year Rent 5 Times Get 6th Rental Free 4 hour minimum contract Community Center Rentals - Non- Resident/Commercial: Classrooms - 2 hour minimum $50.00 Ballroom - Per Ballroom; Minimum 4 hours $100.00 per Ballroom per Hour Lobby $100.00 per hour Weekend Rates: Friday & Saturday (no rentals on Sunday) Ballroom - Per Ballroom; Minimum 4 hours $75.00 per hour Groups meeting 6 or More Times per Year Rent 5 Times Get 6th Rental Free 4 hour minimum contract Community Center Extra Service Fees - Non- Resident/Commercial: Video Projector 55.00 per rental Flat Screen TV 55.00 per rental Small Screen 55.00 per rental Large Screen (8' x 10') 55.00 per rental Ping Pong Table 55.00 per rental Sound Reinforcement Wireless Microphones $25.00 per rental Speaker Table (Includes Mixing Board) $25.00 per rental Conference Phone 55.00 per rental Portable Sound System (Includes Mixing Board and/or Portable Speaker) 85.00 per rental Electricity (per booth) n/a Portable White Board $5.00 per rental Walker Display Board $5.00 per rental Items for Sale $5.00 per rental Miscellaneous n/a Dance Floor - per 3' x 3' parquet square (15' x 15') $225.00 per rental Dance Floor - per 3' x 3' parquet square (18' x 18') $280.00 per rental Dance Floor - per 3' x 3' parquet square (21' x 21') $325.00 per rental RESOLUTION 2020-42 PAGE 12 Staging 6' x 8" section (1 piece) $25.00 per rental Coffee Service $20.00 per request Portable Bar $50.00 per request Labor Charges $55.00 per hour per staff Senior Services Annual Membership Fees: Resident $30.00 per year Non - Resident $45.00 per year Special Event Fees Special Events Permits: Special Event Permits - Food/Event Vendors Application Fee $500.00 based on event size Special Event Permits - Business Application Fee - Business (If submitted at least 60 days prior to the event date) $300.00 per application Application Fee - If submitted 59 days or less prior to the event date $550.00 per application Permit Fee $50.00 per application Special Event Permits - Non-Profit Application Fee - Charitable Organization (If submitted at least 60 days prior to the event date) $150.00 per application Application Fee - If submitted 59 days or less prior to the event date $275.00 per application Permit Fee $50.00 per application Special Event Permits - Extra Fees Special Event Liquor Application Fee $25.00 0.00 Special Event Permits - Park Fee (Open Park space: amphitheater, AOTF Plaza, Great Lawn, Other) Non-Profit: Small Event $400.00 half day/full day Medium Event $2,500.00 full day Large Event $3,500.00 full day Business/Commercial: Small Event 750.00 half day/full day Medium Event $2,500.00 full day Large Event $3,500.00 full day Special Event Permits - Deposit Fees Events with less than 1,000 attendance $500.00 per event RESOLUTION 2020-42 PAGE 13 Events with 1,000 - 1,999 attendance $1,000.00 per event Events with 2,000 - 5,000 attendance $2,500.00 per event Events with over 5,000 attendance $5,000.00 per event Special Event Permit Fees - Road Closure Admin Fees Events with less than 1,000 attendance $500.00 per event Events with 1,000 - 1,999 attendance $750.00 per event Events with 2,000 - 5,000 attendance $1,000.00 per event Events with over 5,000 attendance $1,500.00 per event Special Event Permit Fees - Vendor Compliance Fine First time penalty $250.00 per incident Recurring penalty $750.00 per incident Film permit application $85.00 per incident Court Fees Non-Sufficient Funds (checks returned to Court) $50.00 per check Public Defender Actual costs for appointed attorney Jail Reimbursement Actual costs billed by County for jail time served Jury Costs (assessed if jury trial canceled within five days of trial) Actual administrative costs Civil Traffic Default $50.00 per incident Warrant $65.00 per warrant issued Diversion Program Rescheduling $22.00 per incdent Court Clerk $28.00 per request (ARS 22-281) Court User $10.00 per charge Public Records Search $28.00 per name (ARS 22-281) Certified Copies $28.00 per copy (ARS 22-281) Clerk Fees Campaign Fees: Pro/Con Argument Fee $100.00 per request Campaign Finance - Late Filing Fee $10.00 per business day Finance Fees Services: RESOLUTION 2020-42 PAGE 14 Notarization $2.00 per request Affix Town Seal $5.00 per request Returned Check Fee $50.00 per check Convenience Fee - credit card payment $4.00 per transaction Art Commission $35.00 per transaction Copies Photocopies 8 1/2 x 11 $0.65 per page Photocopies 8 1/2 x 14 $0.70 per page Photocopies 11 x 17 $0.75 per page Reports: License Report (Non - Commercial Use) $30.00 CD or hard copy License Report (Commercial Use) $30.00 CD or hard copy Business License Fees: New Business License $50.00 per application and first year fee - non- refundable Annual renewal fee for business within the Town limits $35.00 per renewal Annual renewal fee for business without a fixed place of business within the Town limits $50.00 per renewal Late fee for renewal of business license fee 25% of renewal fee per renewal Penalty for operating a business without a license $150.00 per incident Peddlers, solicitors and mobile merchants $250.00 calendar quarter or fraction thereof - non- refundable Peddler investigation fee (per person) $55.00 per person Promoters of entertainments, circuses, bazaars, etc., who receive a percentage of receipts or other consideration for their services. Each such promoter shall also obtain liability insurance of a minimum of $1 million naming the Town as insured. $150.00 per week Handbill Distributor $50.00 per day Amusement Company, such as ferris wheel, merry - go - round, etc., not part of a circus. Tent Show. Wrestling Exhibition. Road Show, Carnival or Circus. $150.00 per day RESOLUTION 2020-42 PAGE 15 Practice of palmistry, phrenology, astrology, fortune telling, mind reading, clairvoyance, magic or any healing practices not licensed by the State of Arizona, or any similar calling without a fixed place of business $50.00 per day Duplicate Business License $15.00 per request Verification of License Letter $15.00 per request False Alarm Service Charges: First and Second $0.00 each Third $100.00 each Fourth $150.00 each Fifth and Sixth $175.00 each Seventh or more $275.00 each Wireless Communications: Per State Statute Lease Agreement Application Fee, each location $285.00 per location - non-refundable Amendments to Cell Tower Lease Agreements $285.00 per location - non-refundable Small Cell Wireless Facilities: (all fees are non- refundable) ROW Use Fee $50.00 year x number of small wireless facilities (SWF) Authority utility pole attachment $50.00 year per utility pole attachment Small Wireless Facilities (SWF) collocation $100.00 per SWF up to five Small Wireless Facilities (SWF) collocation $50.00 for SWF over five Batched applications for up to 25 SWF's $100.00 per SWF up to five Batched applications for up to 25 SWF's $50.00 per SWF 6 - 20 sites Applications for new, replacement or modified utility poles NOT subject to zoning review $750.00 per application Applications for new, replacement or modified utility poles and collocation of wireless facilities subject to zoning review $1,000.00 per application Alcohol License Application: Person Transfer Fee $200.00 per request Location Transfer Fee $200.00 per request Probate/Will Assignment/Divorce Decree $200.00 per request RESOLUTION 2020-42 PAGE 16 Extension of Premise $200.00 per request Sampling Permit $200.00 per request Acquisition of Control/Restructure/Agent Change $200.00 per request Initial/Interim Application Fee 01 - In State Producer $600.00 per request 02 - Out of State Producer $600.00 per request 03 - Domestic Microbrewery $600.00 per request 04 - In State Wholesaler $600.00 per request 05 - Government $600.00 per request 06 - Bar, All Spirituous Liquors $600.00 per request 07 - Beer & Wine Bar $600.00 per request 08 - Conveyance $600.00 per request 09 - Liquor Store $600.00 per request 10 - Beer & Wine Store $600.00 per request 11 - Hotel/Motel $600.00 per request 12 - Restaurant $600.00 per request 13 - Domestic Farm Winery $600.00 per request 14 - Private Club $600.00 per request Alcohol Permit Renewal $200.00 per year Environmental Fees: per residential solid waste account $0.00 per month per multifamily solid waste account (with a range for number of units $0.00 per month commercial solid waste accounts (license fee and/or cost per commercial account) $0.00 per month Late fee for paying the environmental fee $0.00 ITEM 8. C. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 11/17/2020 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Community Services Prepared by: Jamie Salentine, Executive Assistant Staff Contact Information: Rachael Goodwin, Community Services Director Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF Approving contract 2021-007 for General Plumbing Services, which encompass three (3) as-needed Job Order Master Agreement Contracts; 2021-007A, 2021-007B, and 2021-007C with terms for a period of one-year with up to four, one year renewable options and with identical compensation not to exceed $125,000 per contract in a twelve (12) month period. Staff Summary (Background) The Town periodically uses vendors from different trades to provide plumbing services. With a desire to consolidate these services under one contract, the Town issued a Request for Qualifications from qualified, licensed vendors interested in providing some or all of the Town's general plumbing services needs under Contract 2021-007, through the use of Job Order Contracting (JOC). JOC is an Arizona-approved procurement process that streamlines the process for contracting numerous, commonly encountered plumbing projects quickly and easily through multi-year contracts. This procedure reduces unnecessary levels of engineering, design, and contract procurement time along with plumbing project procurement costs by awarding long-term contracts for a wide variety of renovation, repair, and maintenance projects. The master agreement will provide all town departments with plumbing vendors that will offer a broad range of plumbing services on an as-needed basis. A Request for Qualifications was published in the Fountain Hills Times on 08/26/20 and 09/02/20 and in the Arizona Business Gazette on 08/27/20 and 09/03/20, as well as the Town's website and at Town Hall. The Town received four (4) proposals on or prior to the deadline of September 24, 2020. After thorough review of proposals by an internal committee, the Town accepted three (3) of the proposals and requested a Master Agreement be prepared by the Town Attorney for: Plumbing. Each agreement will be for an amount not to exceed $125,000 per year for a period of one year with up to four, one-year renewal options. Vendors will be chosen to complete projects on an as needed basis, provided budgetary funds are available. These agreements have all been forwarded to the following vendors, and have been executed and returned to the Town: 2021-007A - Benson Systems 2021-007B - Master Rooter, LLC 2021-007C - P.M. Plumbing and Mechanical, Inc. Related Ordinance, Policy or Guiding Principle N/A Risk Analysis The use of Job Order Contracting increases efficiency and reduces time and resources expended on a per-project basis. It allows faster response times to critical situations and reduces "downtime" of facilities to better serve the public. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends approval. SUGGESTED MOTION MOVE to Approve Job Order Master Agreement Contracts Nos. 2021-007A, 2021-007B, and 2021-007C, for general plumbing services. Attachments Benson Systems Master Rooter PM Plumbing Form Review Inbox Reviewed By Date Community Services Director Rachael Goodwin 11/04/2020 03:42 PM Finance Director David Pock 11/04/2020 04:13 PM Town Attorney Jamie Salentine 11/05/2020 02:17 PM Executive Assistant, Comm. Serv. (Originator)Jamie Salentine 11/05/2020 02:19 PM Community Services Director Rachael Goodwin 11/05/2020 02:21 PM Finance Director David Pock 11/05/2020 07:02 PM Town Attorney Aaron D. Arnson 11/09/2020 09:32 AM Town Manager Grady E. Miller 11/09/2020 10:10 AM Form Started By: Jamie Salentine Started On: 11/02/2020 12:40 PM Final Approval Date: 11/09/2020 B-1 Contract No. 2021-007A JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND BENSON SYSTEMS THIS JOB ORDER MASTER AGREEMENT (this “Contract”) is entered into as of November 17, 2020, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Shawn Benson, d/b/a Benson Systems (the “Contractor”). RECITALS A. The Town issued a Request for Qualifications, 2021-007, Plumbing Services (the “RFQ”), a copy of which is on file in the Town Clerk’s Office and incorporated herein by reference, seeking statements of qualifications from vendors for plumbing services. B. The Contractor submitted a Statement of Qualifications (the “SOQ”) in response to the RFQ, attached hereto as Exhibit A and incorporated herein by reference, and the Town desires to enter into an Agreement with the Contractor for plumbing services (the “Services”). 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 Contractor hereby agree as follows: 1. Term of Contract. This Contract shall be effective as of the date first set forth above and shall remain in full force and effect for one year with up to four (one) year renewable options. 2. Job Order Master Contract Process. 2.1 This Contract establishes an indefinite delivery, indefinite quantity, Job Order Contract for such Services within the scope of this Contract as Town may request from time to time by issuance of an individual Job Order for each Project. A separate Job Order will be issued for each Project describing the specific Work to be performed by the Contractor for that Project. 2.2 Town shall have the right to perform work of the types included in this Contract itself or to have other Contractors perform such work. 2.3 This Contract does not obligate or require Town to offer any Job Order to Contractor and no Contract will exist for any specific Work until a Job Order for such Work has been fully executed by Town and Contractor. B-2 2.4 Scope of Work Under This Contract. The Contractor will provide all labor, tools, management, materials, parts and supplies, equipment, and transportation necessary to furnish a broad range of plumbing services at various locations throughout the Town of Fountain Hills on an as-needed basis. Plumbing services will include complete troubleshooting and repair of existing plumbing systems, installation of new components, general maintenance, and may include responses to emergency calls outside of normal Town operating hours. 2.5 Contract Price for Each Job Order. The amount to be paid by Town for the Project under each Job Order is the Contract Price for the Job Order. The Contract Price includes the Contract Price for the Work. The Contract Price for any Job Order may be a Fixed Price or a Guaranteed Maximum Price (GMP), subject to the following: A. The cumulative sum of the Job Orders performed by Contractor during any twelve (12) month period shall not exceed $125,000.00. B. There is no limit on the number of Job Orders that the Town may issue to Contractor during any twelve (12) month period of this Contract or during the entire period this Contract is in effect. C. Contractor may not refuse any Job Order under this Contract properly issued by Town, unless Contractor explains, in writing and to Town’s satisfaction, that the scope of work under a specific Job Order is poorly defined or hazardous to health or safety. 3. Performance of the Work. 3.1 Specifications. The Maricopa Association of Governments, Uniform Standard Specifications for Public Works Construction, current edition (“MAG Specifications”), Maricopa Association of Governments, Standard Details for Public Works Construction, current edition (“MAG Details”), have been adopted by Town and shall apply to the Work, to the extent applicable. In addition, to the extent Town has adopted its own Town Specifications, and/or Supplements and/or Modifications to the MAG Specifications or MAG Details (collectively the “Town Specifications”), those Town Specifications shall apply to the Work when and where appropriate and the Contractor shall fully comply therewith. Any questions or concerns about the applicability of any specific MAG or Town Specifications to the Work shall be directed in writing to the Project Engineer. The MAG Specifications, MAG Details and Town Specifications are incorporated into the Contract. 3.2 Coordination. Contractor shall also cooperate with Town in communicating with, obtaining necessary approvals or permits from, and responding to, any applicable government entity or regulatory agency, including participation in any hearings or meetings. 3.3 Extra Work/Changes in the Work/Approvals. Town reserves the right to make such changes in the plans and specifications for the Work, within the general scope B-3 thereof, as it may deem appropriate and any such change as set forth in a written Change Order or Extra Work Order shall be deemed a part of this Contract as if originally incorporated herein. A. Contractor shall not be entitled to payment for additional work unless a written Change Order or Extra Work Order, in form and content prescribed by Town, has been executed by Town prior to starting the additional work; on all such Change Orders and Extra Work Orders, Contractor shall specify the increased and/or decreased costs and whether it believes any extensions of time will be necessary to complete its Work as modified by the Change Order or Extra Work Order. In no event, however, will the Contractor be entitled to collect for overhead and profit for such changes more than the percentages of Contractor’s actual and direct cost incurred in such change as set forth in the corresponding Change Order. If additional work is performed on the basis of an Extra Work Order, a corresponding Change Order shall be prepared, approved and processed by Town before payment can be made to Contractor. B. Upon request by Town, Contractor shall submit for Town’s prior approval all samples, product data, shop drawings on all materials, systems and equipment to be incorporated into the Work. C. The Project Manager shall be designated by the Town. All communications concerning performance of the Work or the Project shall be provided to the designated Project Manager, who has the authority to act on behalf of Town, as delineated and limited by the Contract Documents and applicable law. The Project Manager has no authority to bind Town or Town Council in contravention of any Town Code, State or Federal statute or regulation, or this Contract. Project communications may be exchanged by e-mail upon the written agreement of the Project Manager and Contractor, but e-mail communications are not binding upon Town and cannot change the terms of the Contract or the scope of Work, or effectuate any change that requires a written change order. The use of e-mails is for information only, and e-mails will have no legal or binding effect. 3.4 Time/Float. Contractor shall strictly comply with the Project schedule approved in writing by Town (the “Contract Time”). The Contract Time shall start with the Notice to Proceed and end with final acceptance of the Work. Contractor shall commence performance of the Work and complete the Project through both substantial completion and final acceptance within the Contract Time, and failure to do so shall be a material breach of the Contract. A. Time is of the essence of the Contract, for each Project, for the Work, and for each phase and/or designated milestone thereof. B. No modification to the Contract Documents or the Contract Time shall be effective unless approved in writing, in advance, by Town. C. The total float time within the overall schedule is for the exclusive use of Town, but Town may approve Contractor’s use of float as needed to meet contract milestones and the Project completion date. B-4 4. Payments. Payments shall be made as follows: 4.1 Progress Payments. A. Progress billings will be processed monthly starting upon Project commencement. B. Contractor billings shall be submitted on Contractor’s typical invoice form. C. A list of all suppliers (including name, contact information and phone numbers) to be used by Contractor must be received and approved by Town, prior to release of Contractor’s monthly progress payment. Town’s approval of Contractor’s suppliers shall not release Contractor from any of its obligations under this Contract, including without limitation, Contractor’s indemnification, and insurance obligations. D. If required by Town, Contractor will be required to execute an Unconditional Waiver and Release on Progress Payment or Unconditional Waiver and Release on final payment contemporaneously with the receipt of partial or final payments, or other form of acknowledgment of payment and/or release of claims as required by Town, as well as unconditional lien waivers executed by subcontractors and/or suppliers who have provided labor, materials, or rental equipment to Contractor. Payments of any amounts covered by any conditional lien waivers may, at Town’s sole discretion, be made by joint check issued to the Contractor and the subcontractor or supplier. E. Contractor shall submit all other supporting documentation substantiating its Invoice as may be reasonably required by the Engineer, Project Manager, Town, and applicable laws. 4.2 Final Payment. Final payment including retainage shall be paid only after: (i) the Work has been fully completed (including completion of all incorrect or incomplete work items) and accepted by Town; (ii) necessary operating manuals, any excess materials and supplies necessary for matching materials and supplies incorporated into the Work, and complete “as-built” drawings, plans and specifications have been delivered to Town; (iii) if required by Town, full and unconditional lien waivers and releases by Contractor and any person performing labor or supplying material, machinery, fixtures, or tools for the Work have been delivered to Town; (iv) all conditions and requirements imposed by Town or any financing entity for the corresponding disbursement have been met; and (v) Contractor delivers to Town an Invoice requesting payment. The Contract number must be referenced on all invoices. 4.3 Town’s Right to Withhold Payment. Town may withhold payment to such extent as may be necessary in Town’s opinion to protect Town from loss for which the Contractor is responsible, including, without limitation: B-5 A. defective Work not remedied; B. third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to Town is provided by the Contractor; C. failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; D. reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; E. damage to Town or another contractor; F. reasonable evidence that the Work will not be completed within the Contract Time (or otherwise by Town), and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or G. persistent failure to carry out the Work in accordance with the Contract Documents. 4.4 Joint/Direct Checks. Payments to Contractor may be made by checks payable jointly to Contractor and its employees, agents, subcontractors and suppliers, or any of them, and when in the sole opinion of Town it is advisable, payments may be made directly to Contractor's subcontractors and any amount so paid shall be deducted from the amounts owed to Contractor under this Contract. 4.5 Payment Not A Waiver. No payment (nor use or occupancy of the Project by Town) shall be deemed acceptance or approval of the Work or as a waiver of any claims, rights, or remedies of Town. 4.6 Liens and Bond Claims. Contractor shall make all payments, in the time required, of all labor and materials furnished to Contractor in the course of the Work and shall promptly furnish evidence of such payments as Town may require. Contractor shall pay when due all claims arising out of performance of the Work covered by this Contract for which a lien may be filed either against the real estate or leasehold interest of Town, or against payments due from Town to Contractor, or for which a claim may be made against any payment or performance bond or both. To the fullest extent permitted by law, Contractor agrees that no liens or other claims in the nature of a lien against the real estate, leasehold, or other interest of Town, against payment due from Town to Contractor, or against any payment or performance bond, shall be filed or made in connection with the Work by any party who has supplied professional services, labor, materials, machinery, fixtures, tools, or equipment used in or in connection with the performance of this Contract, and Contractor agrees to remove or to cause to be removed any such liens or claims in the nature of a lien or bond claim within ten (10) days upon receiving notice or obtaining actual knowledge of the existence of such liens or claims. In addition, Contractor agrees to defend, indemnify, and hold harmless Town from and against any and all such liens and claims. This paragraph does not apply to claims and liens of Contractor due to non-payment for Work performed. B-6 5. Documents. All documents, including any intellectual property rights thereto, prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town. 6. Contractor Personnel. Contractor shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. Contractor agrees to assign specific individuals to key positions. Contractor agrees that, upon commencement of the Services to be performed under this Agreement, key personnel shall not be removed or replaced without prior written notice to the Town. If key personnel are not available to perform the Services for a continuous period exceeding 30 calendar days, or are expected to devote substantially less effort to the Services than initially anticipated, Contractor shall immediately notify the Town of same and shall, subject to the concurrence of the Town, replace such personnel with personnel possessing substantially equal ability and qualifications. 7. Inspection; Acceptance. All work shall be subject to inspection and acceptance by the Town at reasonable times during Contractor’s performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the Town. 8. Licenses; Materials. Contractor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor, without limitation, all of Contractor’s applicable licenses issued by the Arizona Registrar of Contractors. The Town has no obligation to provide Contractor, its employees or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement. The Town has no obligation to provide tools, equipment or material to Contractor. 9. Work Standards, Warranties and Correction of Work. All materials and any other items incorporated into the Work shall be new, and all Work shall be of good and workmanlike quality and completed in strict conformance with all applicable laws, rules and regulations and the plans, specifications, schedules, Contract Documents and all other terms and conditions of the Contract. 9.1 Express Warranties. Within fourteen (14) days of the completion of the Work (or at such earlier time as requested by Town), Contractor shall execute and deliver to Town all warranties regarding the Work required by the Project plans and specifications. These warranties shall be in form and content satisfactory to Town, and any other person reasonably requested by Town, or Town’s lender(s). 9.2 Standard Warranty. In the absence of any requirement for warranties in the Project specifications, Contractor hereby warrants that the Work shall be free of any defects in quality or workmanship for a period of two (2) years after the date of completion and acceptance of the Project by Town. 9.3 Correction of Work. The Contractor shall promptly correct Work rejected by the Project Engineer, Project Manager, or Town as failing to conform to the requirements of the Contract Documents. The Contractor shall bear the cost of correcting such rejected Work. In addition to the Contractor’s other obligations including warranties under the Contract, the B-7 Contractor shall, for a period of (two) 2 years after Substantial Completion, correct work not conforming to the requirements of the Contract Documents. If the Contractor fails to correct nonconforming Work within a reasonable time, Town may correct it and the Contractor shall reimburse Town for the cost of correction. 10. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Town and each council member, officer, employee or agent thereof (the Town and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”) to the extent that such Claims (or actions in respect thereof) are caused by the negligent acts, recklessness or intentional misconduct of the Contractor, its officers, employees, agents, or any tier of subcontractor in connection with Contractor’s work or services in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section. 11. Insurance. 11.1 General. A. Insurer Qualifications. Without limiting any obligations or liabilities of Contractor, Contractor shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town. Failure to maintain insurance as specified herein may result in termination of this Agreement at the Town’s option. B. No Representation of Coverage Adequacy. By requiring insurance herein, the Town does not represent that coverage and limits will be adequate to protect Contractor. The Town reserves the right to review any and all of the insurance policies and/or endorsements cited in this Agreement but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. C. Additional Insured. All insurance coverage, except Workers’ Compensation insurance and Professional Liability insurance, if applicable, shall name, to the fullest extent permitted by law for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees as Additional Insured as specified under the respective coverage sections of this Agreement. D. Coverage Term. All insurance required herein shall be maintained in full force and effect until all work or services required to be performed under the terms B-8 of this Agreement are satisfactorily performed, completed and formally accepted by the Town, unless specified otherwise in this Agreement. E. Primary Insurance. Contractor’s insurance shall be primary insurance with respect to performance of this Agreement and in the protection of the Town as an Additional Insured. F. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. G. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Contractor. Contractor shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. H. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self- insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Contractor shall be solely responsible for any such deductible or self-insured retention amount. I. Use of Subcontractors. If any work under this Agreement is subcontracted in any way, Contractor shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Section and insurance requirements set forth herein protecting the Town and Contractor. Contractor shall be responsible for executing any agreements with its subcontractors and obtaining certificates of insurance verifying the insurance requirements. J. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Contractor will provide the Town with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of the insurance policies as required by this Agreement, issued by Contractor’s insurance insurer(s) as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverages, conditions and limits of coverage specified in this Agreement and that such coverage and provisions are in full force and effect. Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The Town shall reasonably rely upon the certificates of insurance and declaration page(s) of the insurance policies as evidence of coverage but such acceptance and reliance shall not waive or alter in any way the B-9 insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement, it shall be Contractor’s responsibility to forward renewal certificates and declaration page(s) to the Town 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing the RFQ number and title or this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate RFQ number and title or a reference to this Agreement, as applicable. Additionally, certificates of insurance and declaration page(s) of the insurance policies submitted without referencing the appropriate RFQ number and title or a reference to this Agreement, as applicable, will be subject to rejection and may be returned or discarded. Certificates of insurance and declaration page(s) shall specifically include the following provisions: (1) The Town, its agents, representatives, officers, directors, officials and employees are Additional Insureds as follows: (a) Commercial General Liability – Under Insurance Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent. (b) Auto Liability – Under ISO Form CA 20 48 or equivalent. (c) Excess Liability – Follow Form to underlying insurance. (2) Contractor’s insurance shall be primary insurance with respect to performance of this Agreement. (3) All policies, except for Professional Liability, including Workers’ Compensation, waive rights of recovery (subrogation) against Town, its agents, representatives, officers, officials and employees for any claims arising out of work or services performed by Contractor under this Agreement. (4) ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the phrases in the cancellation provision “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives” shall be deleted. Certificate forms other than ACORD form shall have similar restrictive language deleted. 11.2 Required Insurance Coverage. A. Commercial General Liability. Contractor shall maintain “occurrence” form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy B-10 shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal injury and advertising injury. Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including but not limited to, separation of insured’s clause. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, officials and employees shall be cited as an Additional Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of “your work” for that insured by or for you.” If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. B. Vehicle Liability. Contractor shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Contractor’s owned, hired and non-owned vehicles assigned to or used in the performance of the Contractor’s work or services under this Agreement. Coverage will be at least as broad as ISO coverage code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees shall be cited as an Additional Insured under ISO Business Auto policy Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. C. Professional Liability. If this Agreement is the subject of any professional services or work, or if the Contractor engages in any professional services or work in any way related to performing the work under this Agreement, the Contractor shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Contractor, or anyone employed by the Contractor, or anyone for whose negligent acts, mistakes, errors and omissions the Contractor is legally liable, with an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate. D. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Contractor’s employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit. 11.3 Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town. 12. Termination; Cancellation. B-11 12.1 For Town’s Convenience. This Agreement is for the convenience of the Town and, as such, may be terminated without cause after receipt by Contractor of written notice by the Town. Upon termination for convenience, Contractor shall be paid for all undisputed services performed to the termination date. 12.2 For Cause. If either party fails to perform any obligation pursuant to this Agreement and such party fails to cure its nonperformance within 30 days after notice of nonperformance is given by the non-defaulting party, such party will be in default. In the event of such default, the non-defaulting party may terminate this Agreement immediately for cause and will have all remedies that are available to it at law or in equity including, without limitation, the remedy of specific performance. If the nature of the defaulting party’s nonperformance is such that it cannot reasonably be cured within 30 days, then the defaulting party will have such additional periods of time as may be reasonably necessary under the circumstances, provided the defaulting party immediately (A) provides written notice to the non-defaulting party and (B) commences to cure its nonperformance and thereafter diligently continues to completion the cure of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of such termination for cause, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.3 Due to Work Stoppage. This Agreement may be terminated by the Town upon 30 days’ written notice to Contractor in the event that the Services are permanently abandoned. In the event of such termination due to work stoppage, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further obligations by the Town or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a consultant to any other party of this Agreement with respect to the subject matter of this Agreement. 12.5 Gratuities. The Town may, by written notice to the Contractor, cancel this Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer, agent or employee of the Town for the purpose of securing this Agreement. In the event this Agreement is canceled by the Town pursuant to this provision, the Town shall be entitled, in addition to any other rights and remedies, to recover and withhold from the Contractor an amount equal to 150% of the gratuity. 12.6 Agreement Subject to Appropriation. This Agreement is subject to the provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of this Agreement for payment of funds by the Town shall be effective when funds are appropriated for purposes of this Agreement and are actually available for payment. The Town shall be the sole judge and authority in determining the availability of funds under this Agreement and the Town shall keep the Contractor fully informed as to the availability of funds for this Agreement. B-12 The obligation of the Town to make any payment pursuant to this Agreement is a current expense of the Town, payable exclusively from such annual appropriations, and is not a general obligation or indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town and the Contractor shall be relieved of any subsequent obligation under this Agreement. 12.7 Upon any termination of the Contract, no further payments shall be due from Town to Contractor unless and until Contractor has delivered to Town any and all documentation required to be maintained by Contractor or provided by Contractor to Town. 12.8 Under no circumstances shall Town have any liability for any costs, expenses, overhead, or profits in relation to any work not actually performed, or for any future or anticipated profits, recovery, damages, expenses, or loses. 13. Miscellaneous. 13.1 Independent Contractor. It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Contractor acknowledges and agrees that the Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the Town. Contractor, its employees and subcontractors are not entitled to workers’ compensation benefits from the Town. The Town does not have the authority to supervise or control the actual work of Contractor, its employees or subcontractors. The Contractor, and not the Town, shall determine the time of its performance of the Services provided under this Agreement so long as Contractor meets the requirements of its agreed Scope of Work as set forth in Section 2 above. Contractor is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and Contractor do not intend to nor will they combine business operations under this Agreement. 13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 13.3 Laws and Regulations. Contractor shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Contractor is responsible abides by, and remains in compliance with, all rules, regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A) existing and future Town and County ordinances and regulations; (B) existing and future State and Federal laws; and (C) existing and future Occupational Safety and Health Administration standards. 13.4 Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the Town and the Contractor. B-13 13.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 13.6 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of, review of, and entry into this Agreement. 13.8 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by Contractor without prior, written permission of the Town, signed by the Town Manager. Any attempted assignment or delegation by Contractor in violation of this provision shall be a breach of this Agreement by Contractor. 13.9 Subcontracts. No subcontract shall be entered into by the Contractor with any other party to furnish any of the material or services specified herein without the prior written approval of the Town. The Contractor is responsible for performance under this Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material breach of this Agreement by Contractor. 13.10 Rights and Remedies. No provision in this Agreement shall be construed, expressly or by implication, as waiver by the Town of any existing or future right and/or remedy available by law in the event of any claim of default or breach of this Agreement. The failure of the Town to insist upon the strict performance of any term or condition of this Agreement or to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the Town’s acceptance of and payment for services, shall not release the Contractor from any responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the Town to insist upon the strict performance of this Agreement. 13.11 Attorneys’ Fees. In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Agreement or on account of any breach or default hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a jury, which B-14 shall be deemed to have accrued on the commencement of such action and shall be enforced whether or not such action is prosecuted through judgment. 13.12 Liens. All materials or services shall be free of all liens and, if the Town requests, a formal release of all liens shall be delivered to the Town. 13.13 Offset. A. Offset for Damages. In addition to all other remedies at law or equity, the Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for damages resulting from breach or deficiencies in performance or breach of any obligation under this Agreement. B. Offset for Delinquent Fees or Taxes. The Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for delinquent fees, transaction privilege taxes and property taxes, including any interest or penalties. 13.14 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: Town of Fountain Hills 4711 East Falcon Drive, Suite 111 Mesa, Arizona 85215 Attn: Aaron D. Arnson, Town Attorney If to Contractor: Shawn Benson d/b/a Benson Systems 2065 West Obispo Avenue, Suite 101 Gilbert, Arizona 85233 Attn: Dave Orozco, Account Manager or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and B-15 refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 13.15 Confidentiality of Records. The Contractor shall establish and maintain procedures and controls that are acceptable to the Town for the purpose of ensuring that information contained in its records or obtained from the Town or from others in carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or employees, except as required to perform Contractor’s duties under this Agreement. Persons requesting such information should be referred to the Town. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under this Agreement. 13.16 Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under subsection 13.17 below, Contractor’s and its subcontractor’s books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit (A) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (B) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary for the Town to audit Records as set forth in this subsection, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this subsection. The Town shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractor’s failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 13.18 Israel. Contractor 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. B-16 13.19 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Scope of Work, the Fee Proposal, the RFQ and the Contractor’s SOQ, the documents shall govern in the order listed herein. 13.20 Non-Exclusive Contract. This Agreement is entered into with the understanding and agreement that it is for the sole convenience of the Town. The Town reserves the right to obtain like goods and services from another source when necessary. 13.21 Cooperative Purchasing. Specific eligible political subdivisions and nonprofit educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted to utilize procurement agreements developed by the Town, at their discretion and with the agreement of the awarded Contractor. Contractor may, at its sole discretion, accept orders from Eligible Procurement Unit(s) for the purchase of the Materials and/or Services at the prices and under the terms and conditions of this Agreement, in such quantities and configurations as may be agreed upon between the parties. All cooperative procurements under this Agreement shall be transacted solely between the requesting Eligible Procurement Unit and Contractor. Payment for such purchases will be the sole responsibility of the Eligible Procurement Unit. The exercise of any rights, responsibilities or remedies by the Eligible Procurement Unit shall be the exclusive obligation of such unit. The Town assumes no responsibility for payment, performance or any liability or obligation associated with any cooperative procurement under this Agreement. The Town shall not be responsible for any disputes arising out of transactions made by others. 13.22 Special Provisions. The Contract created by this request and the resulting request for qualifications will automatically renew for up to four successive one-year terms, unless the Vendor notifies the Town in writing of its desire to terminate the Contract. If extended, the then-current prices shall be applicable during the subsequent renewal year unless the Vendor notifies the Town in writing of any rate increase and the Town approves the increase with an authorized signature, prior to the end of the then-current term. [SIGNATURES ON FOLLOWING PAGES] B-17 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: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGES] B-18 “Contractor” SHAWN BENSON d/b/a Benson Systems, By: Name: Title: EXHIBIT A TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND BENSON SYSTEMS [Contractor’s SOQ] See following pages. Providing 30 years of reliable and trusted service. TrustBenson.com Delivering the services you need with experience you can trust. At Benson Systems, we are committed to being the trusted provider of vital facility and system integration services while also being a leader in the communities where we live and work. For 30 years, our team members have worked together, bringing a wealth of experience to our full suite of services so that our customers can trust Benson Systems in all that we do. At Benson Systems, we pride ourselves on providing world class services that enable businesses to excel and families to thrive. With one call, we can do it all: • Security, Access, and CCTV Systems • Fire and Life Safety • Air Conditioning, Electrical, and Plumbing • Building Automation • IT and Network Services • Audio and Visual • Electronics Restoration Services you can rely on. Experience you can trust. What started as a young man’s dream in the early 80s is now celebrating nearly 30 years in business. When Shawn Benson was in his 20s, he started Benson Security Systems, working out of his garage. Over the years, we expanded our service offerings to more than security systems so that we could meet all of our customers’ needs and today, we offer a full portfolio of facilities services and system integration solutions. With more than 100 team members and over 60 service trucks on the road every day, one phone call to Benson Systems does it all. Benson Systems is truly a leader in our industry as no other company in the Southwest can offer so many different services under one roof. We have built our organization on services our customers can rely on and experience they can trust. Our goal is to be the trusted provider of vital facility and system integration services while also being a leader in the communities where we live and work. All of our team members contribute to this goal every day, working as a united team that supports not only our customers, but also each other. We are a local, family owned company that is dedicated to delivering superior services. When you choose to work with Benson Systems, we’ll handle every issue for you, so you won’t have to worry about a thing. We are truly your full service provider. Services you can respect. Experience you can trust. TrustBenson.com CONTACT US TODAY BENSON SYSTEMS 2065 W Obispo Ave | Suite 101 Gilbert, AZ 85233 P: 480.892.8688 | F: 480.892.8689 www.trustbenson.com Benson Systems Services PLUMBING SERVICES Commercial Plumbing Service Underground Leak Detection Leaky Faucets, Disposals, Water Heaters Backflow Devices Repaired & Replaced Drains Opened, Toilets Cleared & Replaced Pipes & Sewer Systems Repaired Residential Plumbing Service EXCLUSIVE PRICING SERVICE Business Hours 8am-5pm M-F (minimum 2 hours) After Hours, Weekends & Holidays Emergency (4 hour response time) PLUMBING $95.00 per hour/ per technician $105.00 per hour/ per technician $125.00 per hour/ per technician ELECTRICAL $75.00 per hour/ per technician $95.00 per hour/ per technician $105.00 per hour/ per technician HVAC MECHANICAL $75.00 per hour/ per technician $95.00 per hour/ per technician $105.00 per hour/ per technician FIRE & LIFE SAFETY $95.00 per hour/ per technician $125.00 per hour/ per technician $145.00 per hour/ per technician HVAC MECHANICAL SERVICES Commercial HVAC Installation, Service & Maintenance Service Agreements We Service: Carrier, Trane, Goodman and All Other Manufacturers ELECTRICAL SERVICES Commercial Electrical Installation and Repair Emergency Electrical Repair Electrical System Troubleshooting Parking Lot Lighting Repair Scheduled Parking Lot Maintenance New Electrical Panels Installation Residential Electrical Installation & Repair FIRE & LIFE SAFETY SERVICES Fire Alarm Systems Fire Sprinkler Installation and Repair Fire Extinguisher Sales and Service NFPA Required Testing and Inspections Backflow Prevention Systems Installed and Serviced Local Monitoring of All Systems Call Benson Systems for service - 24/7: 480.892.8688 Thanks to the expertise of our employees and our commitment to excellence, Benson Systems is uniquely positioned to provide best-in-class facility services and system integration solutions to customers nationwide. All of our services include: IN-HOUSE CAD DESIGN TEAM At Benson Systems, we have our own complete in-house CAD design team. Our CAD designers have many years of experience in dealing with the design of many systems. We also have the large plotters and printers to accomplish all CAD related requirements and we can turn major projects around very quickly. PROJECT MANAGEMENT TEAMS Our experienced project management teams fully manage your Benson Systems projects. All of our project managers come from a construction background so they are very good at finding solutions if any issues arise with a project. INSTALLATION TEAMS You can be assured you are in good hands with our experienced installation teams. Our technicians have been through multiple manufacturers training courses and are well versed in installing all types of equipment. CUSTOMER SERVICE TEAM Our award winning customer service department will handle any of your service requests quickly. They will keep you informed along the way, letting you know when your service call is scheduled. Most of our CSRs have been with us for many years and you’ll appreciate getting to know who you’re working with when you call in for our services. Benson Systems believes that communication with our customers is as equally as important as providing efficient and high-quality service solutions. All proposed work is contingent upon approval of Authority having jurisdiction. Benson Systems proposes to furnish material and labor – complete in accordance with listed specifications. The listed prices, specifications and conditions are considered satisfactory and accepted upon utilization of Benson Systems’ services. TERMS: Net 30 days | Benson will only put a 30% mark up on all parts | No trip charges will apply to all HVAC mechanical, plumbing and electrical projects | Minimum two hours on all service calls (includes 30 minutes of travel to the site - additional travel time will be billed per the hourly rate) 2065 W Obispo Ave | Suite 101 | Gilbert, AZ 85233 P: 480.892.8688 | F: 480.892.8689 | www.trustbenson.com C-12 ROC166993 | C-12 ROC166994 | K-11 ROC147120 | K-16 ROC213233 | K-39 280147 | K-37 27585 Services you can respect. Experience you can trust. TrustBenson.com Providing 30 years of reliable and trusted service. TrustBenson.com B-1 Contract No. 2021-007B JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND MASTER ROOTER, LLC THIS JOB ORDER MASTER AGREEMENT (this “Contract”) is entered into as of November 17, 2020, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Master Rooter, LLC, a(n) Arizona limited liability company (the “Contractor”). RECITALS A. The Town issued a Request for Qualifications, 2021-007, Plumbing Services (the “RFQ”), a copy of which is on file in the Town Clerk’s Office and incorporated herein by reference, seeking statements of qualifications from vendors for plumbing services. B. The Contractor submitted a Statement of Qualifications (the “SOQ”) in response to the RFQ, attached hereto as Exhibit A and incorporated herein by reference, and the Town desires to enter into an Agreement with the Contractor for plumbing services (the “Services”). 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 Contractor hereby agree as follows: 1. Term of Contract. This Contract shall be effective as of the date first set forth above and shall remain in full force and effect for one year with up to four (one) year renewable options. 2. Job Order Master Contract Process. 2.1 This Contract establishes an indefinite delivery, indefinite quantity, Job Order Contract for such Services within the scope of this Contract as Town may request from time to time by issuance of an individual Job Order for each Project. A separate Job Order will be issued for each Project describing the specific Work to be performed by the Contractor for that Project. 2.2 Town shall have the right to perform work of the types included in this Contract itself or to have other Contractors perform such work. 2.3 This Contract does not obligate or require Town to offer any Job Order to Contractor and no Contract will exist for any specific Work until a Job Order for such Work has been fully executed by Town and Contractor. B-2 2.4 Scope of Work Under This Contract. The Contractor will provide all labor, tools, management, materials, parts and supplies, equipment, and transportation necessary to furnish a broad range of plumbing services at various locations throughout the Town of Fountain Hills on an as-needed basis. Plumbing services will include complete troubleshooting and repair of existing plumbing systems, installation of new components, general maintenance, and may include responses to emergency calls outside of normal Town operating hours. 2.5 Contract Price for Each Job Order. The amount to be paid by Town for the Project under each Job Order is the Contract Price for the Job Order. The Contract Price includes the Contract Price for the Work. The Contract Price for any Job Order may be a Fixed Price or a Guaranteed Maximum Price (GMP), subject to the following: A. The cumulative sum of the Job Orders performed by Contractor during any twelve (12) month period shall not exceed $125,000.00. B. There is no limit on the number of Job Orders that the Town may issue to Contractor during any twelve (12) month period of this Contract or during the entire period this Contract is in effect. C. Contractor may not refuse any Job Order under this Contract properly issued by Town, unless Contractor explains, in writing and to Town’s satisfaction, that the scope of work under a specific Job Order is poorly defined or hazardous to health or safety. 3. Performance of the Work. 3.1 Specifications. The Maricopa Association of Governments, Uniform Standard Specifications for Public Works Construction, current edition (“MAG Specifications”), Maricopa Association of Governments, Standard Details for Public Works Construction, current edition (“MAG Details”), have been adopted by Town and shall apply to the Work, to the extent applicable. In addition, to the extent Town has adopted its own Town Specifications, and/or Supplements and/or Modifications to the MAG Specifications or MAG Details (collectively the “Town Specifications”), those Town Specifications shall apply to the Work when and where appropriate and the Contractor shall fully comply therewith. Any questions or concerns about the applicability of any specific MAG or Town Specifications to the Work shall be directed in writing to the Project Engineer. The MAG Specifications, MAG Details and Town Specifications are incorporated into the Contract. 3.2 Coordination. Contractor shall also cooperate with Town in communicating with, obtaining necessary approvals or permits from, and responding to, any applicable government entity or regulatory agency, including participation in any hearings or meetings. 3.3 Extra Work/Changes in the Work/Approvals. Town reserves the right to make such changes in the plans and specifications for the Work, within the general scope B-3 thereof, as it may deem appropriate and any such change as set forth in a written Change Order or Extra Work Order shall be deemed a part of this Contract as if originally incorporated herein. A. Contractor shall not be entitled to payment for additional work unless a written Change Order or Extra Work Order, in form and content prescribed by Town, has been executed by Town prior to starting the additional work; on all such Change Orders and Extra Work Orders, Contractor shall specify the increased and/or decreased costs and whether it believes any extensions of time will be necessary to complete its Work as modified by the Change Order or Extra Work Order. In no event, however, will the Contractor be entitled to collect for overhead and profit for such changes more than the percentages of Contractor’s actual and direct cost incurred in such change as set forth in the corresponding Change Order. If additional work is performed on the basis of an Extra Work Order, a corresponding Change Order shall be prepared, approved and processed by Town before payment can be made to Contractor. B. Upon request by Town, Contractor shall submit for Town’s prior approval all samples, product data, shop drawings on all materials, systems and equipment to be incorporated into the Work. C. The Project Manager shall be designated by the Town. All communications concerning performance of the Work or the Project shall be provided to the designated Project Manager, who has the authority to act on behalf of Town, as delineated and limited by the Contract Documents and applicable law. The Project Manager has no authority to bind Town or Town Council in contravention of any Town Code, State or Federal statute or regulation, or this Contract. Project communications may be exchanged by e-mail upon the written agreement of the Project Manager and Contractor, but e-mail communications are not binding upon Town and cannot change the terms of the Contract or the scope of Work, or effectuate any change that requires a written change order. The use of e-mails is for information only, and e-mails will have no legal or binding effect. 3.4 Time/Float. Contractor shall strictly comply with the Project schedule approved in writing by Town (the “Contract Time”). The Contract Time shall start with the Notice to Proceed and end with final acceptance of the Work. Contractor shall commence performance of the Work and complete the Project through both substantial completion and final acceptance within the Contract Time, and failure to do so shall be a material breach of the Contract. A. Time is of the essence of the Contract, for each Project, for the Work, and for each phase and/or designated milestone thereof. B. No modification to the Contract Documents or the Contract Time shall be effective unless approved in writing, in advance, by Town. C. The total float time within the overall schedule is for the exclusive use of Town, but Town may approve Contractor’s use of float as needed to meet contract milestones and the Project completion date. B-4 4. Payments. Payments shall be made as follows: 4.1 Progress Payments. A. Progress billings will be processed monthly starting upon Project commencement. B. Contractor billings shall be submitted on Contractor’s typical invoice form. C. A list of all suppliers (including name, contact information and phone numbers) to be used by Contractor must be received and approved by Town, prior to release of Contractor’s monthly progress payment. Town’s approval of Contractor’s suppliers shall not release Contractor from any of its obligations under this Contract, including without limitation, Contractor’s indemnification, and insurance obligations. D. If required by Town, Contractor will be required to execute an Unconditional Waiver and Release on Progress Payment or Unconditional Waiver and Release on final payment contemporaneously with the receipt of partial or final payments, or other form of acknowledgment of payment and/or release of claims as required by Town, as well as unconditional lien waivers executed by subcontractors and/or suppliers who have provided labor, materials, or rental equipment to Contractor. Payments of any amounts covered by any conditional lien waivers may, at Town’s sole discretion, be made by joint check issued to the Contractor and the subcontractor or supplier. E. Contractor shall submit all other supporting documentation substantiating its Invoice as may be reasonably required by the Engineer, Project Manager, Town, and applicable laws. 4.2 Final Payment. Final payment including retainage shall be paid only after: (i) the Work has been fully completed (including completion of all incorrect or incomplete work items) and accepted by Town; (ii) necessary operating manuals, any excess materials and supplies necessary for matching materials and supplies incorporated into the Work, and complete “as-built” drawings, plans and specifications have been delivered to Town; (iii) if required by Town, full and unconditional lien waivers and releases by Contractor and any person performing labor or supplying material, machinery, fixtures, or tools for the Work have been delivered to Town; (iv) all conditions and requirements imposed by Town or any financing entity for the corresponding disbursement have been met; and (v) Contractor delivers to Town an Invoice requesting payment. The Contract number must be referenced on all invoices. 4.3 Town’s Right to Withhold Payment. Town may withhold payment to such extent as may be necessary in Town’s opinion to protect Town from loss for which the Contractor is responsible, including, without limitation: B-5 A. defective Work not remedied; B. third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to Town is provided by the Contractor; C. failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; D. reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; E. damage to Town or another contractor; F. reasonable evidence that the Work will not be completed within the Contract Time (or otherwise by Town), and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or G. persistent failure to carry out the Work in accordance with the Contract Documents. 4.4 Joint/Direct Checks. Payments to Contractor may be made by checks payable jointly to Contractor and its employees, agents, subcontractors and suppliers, or any of them, and when in the sole opinion of Town it is advisable, payments may be made directly to Contractor's subcontractors and any amount so paid shall be deducted from the amounts owed to Contractor under this Contract. 4.5 Payment Not A Waiver. No payment (nor use or occupancy of the Project by Town) shall be deemed acceptance or approval of the Work or as a waiver of any claims, rights, or remedies of Town. 4.6 Liens and Bond Claims. Contractor shall make all payments, in the time required, of all labor and materials furnished to Contractor in the course of the Work and shall promptly furnish evidence of such payments as Town may require. Contractor shall pay when due all claims arising out of performance of the Work covered by this Contract for which a lien may be filed either against the real estate or leasehold interest of Town, or against payments due from Town to Contractor, or for which a claim may be made against any payment or performance bond or both. To the fullest extent permitted by law, Contractor agrees that no liens or other claims in the nature of a lien against the real estate, leasehold, or other interest of Town, against payment due from Town to Contractor, or against any payment or performance bond, shall be filed or made in connection with the Work by any party who has supplied professional services, labor, materials, machinery, fixtures, tools, or equipment used in or in connection with the performance of this Contract, and Contractor agrees to remove or to cause to be removed any such liens or claims in the nature of a lien or bond claim within ten (10) days upon receiving notice or obtaining actual knowledge of the existence of such liens or claims. In addition, Contractor agrees to defend, indemnify, and hold harmless Town from and against any and all such liens and claims. This paragraph does not apply to claims and liens of Contractor due to non-payment for Work performed. B-6 5. Documents. All documents, including any intellectual property rights thereto, prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town. 6. Contractor Personnel. Contractor shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. Contractor agrees to assign specific individuals to key positions. Contractor agrees that, upon commencement of the Services to be performed under this Agreement, key personnel shall not be removed or replaced without prior written notice to the Town. If key personnel are not available to perform the Services for a continuous period exceeding 30 calendar days, or are expected to devote substantially less effort to the Services than initially anticipated, Contractor shall immediately notify the Town of same and shall, subject to the concurrence of the Town, replace such personnel with personnel possessing substantially equal ability and qualifications. 7. Inspection; Acceptance. All work shall be subject to inspection and acceptance by the Town at reasonable times during Contractor’s performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the Town. 8. Licenses; Materials. Contractor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor, without limitation, all of Contractor’s applicable licenses issued by the Arizona Registrar of Contractors. The Town has no obligation to provide Contractor, its employees or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement. The Town has no obligation to provide tools, equipment or material to Contractor. 9. Work Standards, Warranties and Correction of Work. All materials and any other items incorporated into the Work shall be new, and all Work shall be of good and workmanlike quality and completed in strict conformance with all applicable laws, rules and regulations and the plans, specifications, schedules, Contract Documents and all other terms and conditions of the Contract. 9.1 Express Warranties. Within fourteen (14) days of the completion of the Work (or at such earlier time as requested by Town), Contractor shall execute and deliver to Town all warranties regarding the Work required by the Project plans and specifications. These warranties shall be in form and content satisfactory to Town, and any other person reasonably requested by Town, or Town’s lender(s). 9.2 Standard Warranty. In the absence of any requirement for warranties in the Project specifications, Contractor hereby warrants that the Work shall be free of any defects in quality or workmanship for a period of two (2) years after the date of completion and acceptance of the Project by Town. 9.3 Correction of Work. The Contractor shall promptly correct Work rejected by the Project Engineer, Project Manager, or Town as failing to conform to the requirements of the Contract Documents. The Contractor shall bear the cost of correcting such rejected Work. In addition to the Contractor’s other obligations including warranties under the Contract, the B-7 Contractor shall, for a period of (two) 2 years after Substantial Completion, correct work not conforming to the requirements of the Contract Documents. If the Contractor fails to correct nonconforming Work within a reasonable time, Town may correct it and the Contractor shall reimburse Town for the cost of correction. 10. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Town and each council member, officer, employee or agent thereof (the Town and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”) to the extent that such Claims (or actions in respect thereof) are caused by the negligent acts, recklessness or intentional misconduct of the Contractor, its officers, employees, agents, or any tier of subcontractor in connection with Contractor’s work or services in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section. 11. Insurance. 11.1 General. A. Insurer Qualifications. Without limiting any obligations or liabilities of Contractor, Contractor shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town. Failure to maintain insurance as specified herein may result in termination of this Agreement at the Town’s option. B. No Representation of Coverage Adequacy. By requiring insurance herein, the Town does not represent that coverage and limits will be adequate to protect Contractor. The Town reserves the right to review any and all of the insurance policies and/or endorsements cited in this Agreement but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. C. Additional Insured. All insurance coverage, except Workers’ Compensation insurance and Professional Liability insurance, if applicable, shall name, to the fullest extent permitted by law for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees as Additional Insured as specified under the respective coverage sections of this Agreement. D. Coverage Term. All insurance required herein shall be maintained in full force and effect until all work or services required to be performed under the terms B-8 of this Agreement are satisfactorily performed, completed and formally accepted by the Town, unless specified otherwise in this Agreement. E. Primary Insurance. Contractor’s insurance shall be primary insurance with respect to performance of this Agreement and in the protection of the Town as an Additional Insured. F. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. G. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Contractor. Contractor shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. H. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self- insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Contractor shall be solely responsible for any such deductible or self-insured retention amount. I. Use of Subcontractors. If any work under this Agreement is subcontracted in any way, Contractor shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Section and insurance requirements set forth herein protecting the Town and Contractor. Contractor shall be responsible for executing any agreements with its subcontractors and obtaining certificates of insurance verifying the insurance requirements. J. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Contractor will provide the Town with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of the insurance policies as required by this Agreement, issued by Contractor’s insurance insurer(s) as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverages, conditions and limits of coverage specified in this Agreement and that such coverage and provisions are in full force and effect. Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The Town shall reasonably rely upon the certificates of insurance and declaration page(s) of the insurance policies as evidence of coverage but such acceptance and reliance shall not waive or alter in any way the B-9 insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement, it shall be Contractor’s responsibility to forward renewal certificates and declaration page(s) to the Town 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing the RFQ number and title or this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate RFQ number and title or a reference to this Agreement, as applicable. Additionally, certificates of insurance and declaration page(s) of the insurance policies submitted without referencing the appropriate RFQ number and title or a reference to this Agreement, as applicable, will be subject to rejection and may be returned or discarded. Certificates of insurance and declaration page(s) shall specifically include the following provisions: (1) The Town, its agents, representatives, officers, directors, officials and employees are Additional Insureds as follows: (a) Commercial General Liability – Under Insurance Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent. (b) Auto Liability – Under ISO Form CA 20 48 or equivalent. (c) Excess Liability – Follow Form to underlying insurance. (2) Contractor’s insurance shall be primary insurance with respect to performance of this Agreement. (3) All policies, except for Professional Liability, including Workers’ Compensation, waive rights of recovery (subrogation) against Town, its agents, representatives, officers, officials and employees for any claims arising out of work or services performed by Contractor under this Agreement. (4) ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the phrases in the cancellation provision “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives” shall be deleted. Certificate forms other than ACORD form shall have similar restrictive language deleted. 11.2 Required Insurance Coverage. A. Commercial General Liability. Contractor shall maintain “occurrence” form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy B-10 shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal injury and advertising injury. Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including but not limited to, separation of insured’s clause. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, officials and employees shall be cited as an Additional Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of “your work” for that insured by or for you.” If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. B. Vehicle Liability. Contractor shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Contractor’s owned, hired and non-owned vehicles assigned to or used in the performance of the Contractor’s work or services under this Agreement. Coverage will be at least as broad as ISO coverage code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees shall be cited as an Additional Insured under ISO Business Auto policy Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. C. Professional Liability. If this Agreement is the subject of any professional services or work, or if the Contractor engages in any professional services or work in any way related to performing the work under this Agreement, the Contractor shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Contractor, or anyone employed by the Contractor, or anyone for whose negligent acts, mistakes, errors and omissions the Contractor is legally liable, with an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate. D. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Contractor’s employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit. 11.3 Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town. 12. Termination; Cancellation. B-11 12.1 For Town’s Convenience. This Agreement is for the convenience of the Town and, as such, may be terminated without cause after receipt by Contractor of written notice by the Town. Upon termination for convenience, Contractor shall be paid for all undisputed services performed to the termination date. 12.2 For Cause. If either party fails to perform any obligation pursuant to this Agreement and such party fails to cure its nonperformance within 30 days after notice of nonperformance is given by the non-defaulting party, such party will be in default. In the event of such default, the non-defaulting party may terminate this Agreement immediately for cause and will have all remedies that are available to it at law or in equity including, without limitation, the remedy of specific performance. If the nature of the defaulting party’s nonperformance is such that it cannot reasonably be cured within 30 days, then the defaulting party will have such additional periods of time as may be reasonably necessary under the circumstances, provided the defaulting party immediately (A) provides written notice to the non-defaulting party and (B) commences to cure its nonperformance and thereafter diligently continues to completion the cure of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of such termination for cause, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.3 Due to Work Stoppage. This Agreement may be terminated by the Town upon 30 days’ written notice to Contractor in the event that the Services are permanently abandoned. In the event of such termination due to work stoppage, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further obligations by the Town or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a consultant to any other party of this Agreement with respect to the subject matter of this Agreement. 12.5 Gratuities. The Town may, by written notice to the Contractor, cancel this Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer, agent or employee of the Town for the purpose of securing this Agreement. In the event this Agreement is canceled by the Town pursuant to this provision, the Town shall be entitled, in addition to any other rights and remedies, to recover and withhold from the Contractor an amount equal to 150% of the gratuity. 12.6 Agreement Subject to Appropriation. This Agreement is subject to the provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of this Agreement for payment of funds by the Town shall be effective when funds are appropriated for purposes of this Agreement and are actually available for payment. The Town shall be the sole judge and authority in determining the availability of funds under this Agreement and the Town shall keep the Contractor fully informed as to the availability of funds for this Agreement. B-12 The obligation of the Town to make any payment pursuant to this Agreement is a current expense of the Town, payable exclusively from such annual appropriations, and is not a general obligation or indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town and the Contractor shall be relieved of any subsequent obligation under this Agreement. 12.7 Upon any termination of the Contract, no further payments shall be due from Town to Contractor unless and until Contractor has delivered to Town any and all documentation required to be maintained by Contractor or provided by Contractor to Town. 12.8 Under no circumstances shall Town have any liability for any costs, expenses, overhead, or profits in relation to any work not actually performed, or for any future or anticipated profits, recovery, damages, expenses, or loses. 13. Miscellaneous. 13.1 Independent Contractor. It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Contractor acknowledges and agrees that the Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the Town. Contractor, its employees and subcontractors are not entitled to workers’ compensation benefits from the Town. The Town does not have the authority to supervise or control the actual work of Contractor, its employees or subcontractors. The Contractor, and not the Town, shall determine the time of its performance of the Services provided under this Agreement so long as Contractor meets the requirements of its agreed Scope of Work as set forth in Section 2 above. Contractor is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and Contractor do not intend to nor will they combine business operations under this Agreement. 13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 13.3 Laws and Regulations. Contractor shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Contractor is responsible abides by, and remains in compliance with, all rules, regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A) existing and future Town and County ordinances and regulations; (B) existing and future State and Federal laws; and (C) existing and future Occupational Safety and Health Administration standards. 13.4 Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the Town and the Contractor. B-13 13.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 13.6 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of, review of, and entry into this Agreement. 13.8 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by Contractor without prior, written permission of the Town, signed by the Town Manager. Any attempted assignment or delegation by Contractor in violation of this provision shall be a breach of this Agreement by Contractor. 13.9 Subcontracts. No subcontract shall be entered into by the Contractor with any other party to furnish any of the material or services specified herein without the prior written approval of the Town. The Contractor is responsible for performance under this Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material breach of this Agreement by Contractor. 13.10 Rights and Remedies. No provision in this Agreement shall be construed, expressly or by implication, as waiver by the Town of any existing or future right and/or remedy available by law in the event of any claim of default or breach of this Agreement. The failure of the Town to insist upon the strict performance of any term or condition of this Agreement or to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the Town’s acceptance of and payment for services, shall not release the Contractor from any responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the Town to insist upon the strict performance of this Agreement. 13.11 Attorneys’ Fees. In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Agreement or on account of any breach or default hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a jury, which B-14 shall be deemed to have accrued on the commencement of such action and shall be enforced whether or not such action is prosecuted through judgment. 13.12 Liens. All materials or services shall be free of all liens and, if the Town requests, a formal release of all liens shall be delivered to the Town. 13.13 Offset. A. Offset for Damages. In addition to all other remedies at law or equity, the Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for damages resulting from breach or deficiencies in performance or breach of any obligation under this Agreement. B. Offset for Delinquent Fees or Taxes. The Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for delinquent fees, transaction privilege taxes and property taxes, including any interest or penalties. 13.14 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: Town of Fountain Hills 4711 East Falcon Drive, Suite 111 Mesa, Arizona 85215 Attn: Aaron D. Arnson, Town Attorney If to Contractor: Master Rooter, LLC 660 East Main Street Mesa, Arizona 85215 Attn: Clint Fessler or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and B-15 refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 13.15 Confidentiality of Records. The Contractor shall establish and maintain procedures and controls that are acceptable to the Town for the purpose of ensuring that information contained in its records or obtained from the Town or from others in carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or employees, except as required to perform Contractor’s duties under this Agreement. Persons requesting such information should be referred to the Town. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under this Agreement. 13.16 Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under subsection 13.17 below, Contractor’s and its subcontractor’s books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit (A) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (B) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary for the Town to audit Records as set forth in this subsection, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this subsection. The Town shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractor’s failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 13.18 Israel. Contractor 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. B-16 13.19 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Scope of Work, the Fee Proposal, the RFQ and the Contractor’s SOQ, the documents shall govern in the order listed herein. 13.20 Non-Exclusive Contract. This Agreement is entered into with the understanding and agreement that it is for the sole convenience of the Town. The Town reserves the right to obtain like goods and services from another source when necessary. 13.21 Cooperative Purchasing. Specific eligible political subdivisions and nonprofit educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted to utilize procurement agreements developed by the Town, at their discretion and with the agreement of the awarded Contractor. Contractor may, at its sole discretion, accept orders from Eligible Procurement Unit(s) for the purchase of the Materials and/or Services at the prices and under the terms and conditions of this Agreement, in such quantities and configurations as may be agreed upon between the parties. All cooperative procurements under this Agreement shall be transacted solely between the requesting Eligible Procurement Unit and Contractor. Payment for such purchases will be the sole responsibility of the Eligible Procurement Unit. The exercise of any rights, responsibilities or remedies by the Eligible Procurement Unit shall be the exclusive obligation of such unit. The Town assumes no responsibility for payment, performance or any liability or obligation associated with any cooperative procurement under this Agreement. The Town shall not be responsible for any disputes arising out of transactions made by others. 13.22 Special Provisions. The Contract created by this request and the resulting request for qualifications will automatically renew for up to four successive one-year terms, unless the Vendor notifies the Town in writing of its desire to terminate the Contract. If extended, the then-current prices shall be applicable during the subsequent renewal year unless the Vendor notifies the Town in writing of any rate increase and the Town approves the increase with an authorized signature, prior to the end of the then-current term. [SIGNATURES ON FOLLOWING PAGES] B-17 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: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGES] B-18 “Contractor” MASTER ROOTER, LLC a(n) Arizona limited liability company, By: Name: Title: EXHIBIT A TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND MASTER ROOTER, LLC [Contractor’s SOQ] See following pages. Master Rooter LLC EIN: 84-1738628 2915 N Norfolk Mesa, Az 85215 602-399-9464 .... , ... ,•, .. , .... Please consider Master Rooter LLC for Fountain Hills plumbing needs. As you can see from the included materials, we are ready to serve and tackle any job based on our experience. From large municipal jobs, to small residential jobs. Master Rooter is a partner you can trust. Master Rooter has a combined experience of 50+ years in the industry. We pride ourselves in providing the best service, with top tier equipment and plumbing technicians. We are here to professionally serve the community in a timely manner. Services we offer: 24/7 plumbing and drain, Trenchless Pipe Replacement, GIPP Pipe Lining, Sewer Jetting, Camera Inspections and Locating, Tenant Improvement, Sewer Digs, Spot Repairs (Trenchless Options Available), Pipe Descaling, Re-routes, Water Leaks, Full-Service Plumbing, Free Estimates, No After Hour Charges, Best Customer Service, and Same Day Service. Master Rooter has never had any issues with failure to perform a contract or had a contract cancelled for any reason. We have never had any claims, litigation, or arbitrations recorded. Managing Member: Clint Fessler Scanned with CamScanner 24 / 7 Emergency Plumbing and Drain Masterrooteraz. com 602-399-9464 > -<: -~ . ------· -- 1 • t __ ··:<~> ... · -/;r - ·J_~.-:-:· .... . _·.:._.L,;,::; .• -.. , ;. .. ------:----... -·· --•· --··1 1 I ~--....... ...._ .. ~ ........ - --···-~--------- Home of the Free Second Opinion Commercial RO·C:# . 325569 Residential ROC# 325909 .... (1) C C ro u Cf) E ro u ~ .... ~ "O (1) C C ro u Cf) Who We Are •Master Rooter AZ Plumbing and Drain is a full-service company with deep roots in the industry. We have a combined 50+ years of experience in the industry. Master Rooter started on the idea of providing the customer with the best seivice, at the right price, in the right time. •We Pride ourselves on our work ethic and being able to get the job done. There is no job too big or small, that we can't handle. Master Rooter is built to bring the best results to YOU, our customer. We look forward to building a relationship where we can tackle all of your plumbing service needs 24 /7. •We are setup and built to provide any seivice you need. We have Residential, Commercial, Tennant Improvement, Trenchless Pipe Repair/Replacement Divisions. ..... Cl) C C ro u Cf) E ro u ~ .... -~ -0 Cl) C C ro u Cf) Trenchless Sewer Replacement ,, ' ::• 1·,' .,.,:,-:•.,,. '· .. ,:;.;~,•: .. ,.~· ~ ' \ • Trenchless Sewer Replacement (Pipe Bursting) is a method of pipe replacement that we utilize to replace pipe. Pipe busting gives us a brand new, seamless pipeline without any joints. Making it impervious to tree roots, and joint separations. Pipe bursting also allows us to increase the pipe size if needed. In some cases we can even fix bellies. We are licensed and certified by TRIC. • How it works is using two points of access. We pull a cable through the old pipe, fuse the new pipe together. Using a cone shaped head, our hydraulic equipment will pull our new pipe through the old pipe, bursting the old pipe apart. Once the new pipe is pulled into place, we then connect it back to the service lines. ~ (l) C: C: ro u Cf) E ro u ~ +-' .§ -0 (l) C: C: ro u Cf) CIPP Epoxy Pipe Lining (Cured In Place Pipe) • Master Rooter is one of the only certified installers in the state of Arizona that can install CIPP. We are licensed and certified through Perma-Liner Industries. • CIPP works by first cleaning and descaling the host pipe. Once the host pipe is cleaned, we measure and cut our liners job site specific, saturate with a 2-part epoxy resin mixture, and saturate the felt liner. Using compressed air and our single access point we invert the liner into the pipe. The liner will then cure for a designated amount of time and a brand new pipe will be in place of the old one, using the old pipe as a host pipe. Pipe lining saves time and money. However, not all pipes can be lined. Pipe bursting is an option. Regardless of the condition of the pipe, Master Rooter has options to service all your plumbing and drain needs. .... (1) C C ro (.) Cf) E ro u ..c. ...... ·3: ""O (1) C C ro (.) Cf) Jauue~sweJ 4l!M pauue~s CIPP Spot Repairs ijj/)!j, •Our CIPP spot repairs are an excellent alternative to repair a section of pipe that may only have one bad spot and you may not want to line the entire pipe. We can perform spot repairs on pipes that are 3" in diameter and all the way up to 18" in diameter. Our spot repairs can be as short as one foot in length or up to ten feet in length. Master Rooter as a vast array of options available. •We also have the ability to keep your sewer running while making repairs by utilizing our flow through packers that allow us to keep the sewer running while also making the repair with the least amount of disruption to your business. ..... (1) C C co (.) CJ) E co u .c. ..., -~ "'O (1) C C co (.) CJ) Tennant Improvement •Master Rooter has a Tennant Improvement Division that has p r oven to get projects completed on-time and within the customers' budget. •We have successfully completed projects from $1,500 to $500,000+ •Projects can range from changing out faucets, to doing a compete overhaul. There is no project that our TI division can't handle. Our promise to you is to have it done on- time, on budget, and to communicate should there be any changes. .... (l) C C cu (.) en E cu u ..c. .... ·3: ""O (l) C C cu (.) en t1ASTE ,ROOTER L Master Rooter Plumbing Commercial Price List *Labor *Emergency Call Out Fee Valve Replacement Hose Bibb Replacement Angle Stop Replacement Gas Valve w/ Supply Line Replacement 3/4" Pressure Regulator Valve Replacement Faucet Replacement Pro Flo Generic Bathroom Sink Faucet Pro Flo Generic Kitchen Sink Faucet Without Spray Pro Flo Generic Kitchen Sink Faucet w/ Separate Spray Pro Flo Generic Kitchen Sink Faucet w/ Built-In Spray Toilet Repairs Pro Flo Generic Toilet Replacement Toilet Fill Valve Replacement Pull and Reseal Toilet w/ New Wax Ring and Flange Kit Bolts Pull and Reseal Toilet w/ New Wax Ring and Flange Kit Tank to Bowl w/ Hardware $135 $95 $185 $185 $225 $450 $255 $325 $355 $385 $450 $135 $265 $485 $135 Scanned with CamScanner Rooter Services Bathroom Sink Drains Toilet Kitchen Sink Drains Sewer Drains (If performed from clean out) Sewer Drains (If performed from roof vent) Washing Machine Camera and Locate Plumbing Line Jetting Hot Water Heaters 40 Gallon Electric Water Heater 50 Gallon Electric Water Heater 40 Gallon Gas Water Heater 50 Gallon Gas Water Heater 3/4" Ball Valve Replacement $225 $225 $225 $250 $325 $225 $285/hour $500/Up to 2hrs $1250 $1300 $1300 $1350 $235 Scanned with CamScanner ~ MASTAOO-01 BERRY ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDOIYYYY) ~ 7/21/2020 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 ls an ADDITIONAL INSURED, the pollcy(les) 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 ~\ilrn;~cT Ava Berry Blzsmart Insurance Grouf' LLC r~,NJ:o, Extl: (480) 558-4336 I rie~. Nol:(480) 37 4-5251 1410 Guadalu~e Rd, Ste 12 Gilbert, AZ. 85 33 ft"n'Jbcc, csraz@allinsgrp.com INSURERISI AFFORDING COVERAGE NAIC I INSURER A , Pekin Insurance 24228 INSURED INSURER B: Master Rooter, LLC INSURER C: 2915 N Norfolk INSURER D: Mesa, AZ. 85215 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· 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. 1r,i~ TYPE OF INSURANCE ~.l?P.!-~.\'~ POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 ,__ =1 CLAIMS-MADE [!] OCCUR ~~t;4b~~J9cc~~~I,EE, ___ , 300,000 ,__ X X CL0244437 8/1/2020 8/112021 $ MED EXP fAnv one oersonl $ 10,000 t-1,000,000 PERSONAL & ADV INJURY $ ,__ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s Fl POLICY [!] ~m • LOC PRODUCTS· COMP/OP AGG s 2,000,000 OTHER: s A AUTOMOBILE LIABILITY Ycc~~~~(:.';,~,~INGLE LIMIT s 1,000,000 -X ANY AUTO X X 005802369 8/1/2020 8/1/2021 BODIL y INJURY IPer oersonl s -OWNED -SCHEDULED -AUTOS ONLY -AUTOS BODILY INJURY /Per accident) $ X ~llWs's ONLY X ~8f~"m1.~ r~?~mdi;,;,t?AMAGE s -- $ A X UMBRELLA LIAB ~ OCCUR EACH OCCURRENCE s 2,000,000 -OOCU36237 8/1/2020 8/112021 EXCESSLIAB CLAIMS-MADE AGGREGATE s 2,000,000 OED I X I RETENTION$ $ A WORKERS COMPENSATION XI ~~fnm= I I 2~H-AND EMPLOYERS' LIABILITY Y/N X ~05570261 8/112020 8/112021 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE • E.L. EACH ACCIDENT s ~FFICER/MEMBER EXCLUDED? N/A Mandatory In NH) E.L. DISEASE • EA EMPLOYEE s 1,000,000 ~irc~~tif~ tf'8PERATIONS below E.L. DISEASE -POLICY LIMIT s 1,000,000 ~~~~~~PJ~~~;i; b~-N~i~%ii~iES (ACORD 101, Additional Remark• Schedule, may be attached If more apace 11 required) Third Avenue Investments, LLC, a Delaware limlted liability company, ALLIANCE RESIDENTIAL, LLC AND ITS AFFILIATES, SUCCESSORS AND ASSIGNEES, AND THE OWNERSHIP ENTITIES OF THEIR OWNED OR MANAGED PROPERTIES are additional Insured on a primary and non-contributory basis In regards to general liability and commerlcal auto llablllty. Waiver of Subrogation on the Workers' Compensation policy Is Issued In favor of Alllance Residential, LLC and Its affiliates, successors and assignees, and the ownership entitles of their owned or managed properties as permitted by law. Waiver of Subrogation applies In favor of the additional lnsurect(s) with respects to General Llability and Commercial Auto per forms attached. "Except 1 Oday notice of cancellation due to non-payment of premium. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Alliance Residential, LLC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN c/o NetVendor ACCORDANCE WITH THE POLICY PROVISIONS. 7644 SW Mohawk Street, #J Tualatin, OR 97062 AUTHORIZED REPRESENTATIVE ~6tf -I ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks or ACORD Scanned with CamScanner F~ W-9 Request for Taxpayer Olve Fonn to the [R,,. Oc1ob« 2018) Identification Number and Certification requester. Do not send to the IRS. Otl)altmenl Cl h Trtasu,y lnlemil Rr..ru S.vice • Go to www.n.gov/FonnWI for lnatructions and Iha latftt Information. 1 Name la$"'°'"" on your income i&, ra!lJm,). N.-ne ill re~ed on 11111 tne: oo not It&•• tllls line bl.vii<. Muter Rooter U.C 2 eus.--namatd\swgarded ~ nlffle. I different from abO'Je ..; 3 C),ecle q,~ l:>Oll IOt llderlll tu. claNificmion of the pr1on whoH name II entered on line 1. CNck on>, -ol the 4 Exempliona (codn apply only to & toloww,g-bokff. r:artaln enlitift, not ind"'iduals: see & 0 C Co,po,atlon D s eo,pora11en D P;Jrt ...... hip 0 Trust/r.itate lnstructlo~ on ~ge 3): 8 D lndlvld.lal/101e propr1e10, °' . I! ~u.c Elcempl Pil)'ff code [I r,y) ___ u 12] · Umited liiabllty compeny. Ertw the tu clalificalion (O:C oorporatlon, $aS Co,potati01\ P•Partnersnip) .. __ S __ ND19c Cnedl the ~e bo• In N Irle al)Ove io, h to• clalslie.ltion !If h llingl9-rnernber owner. Do not check u.c I the U.C II claui11ed a • mglMnamber U.C !NI 11 dilregatOed from a,e -lne'$$ l7WJ owner ot tilt LLC la Eun,ptlon ho,n ~ATCA r~po,!lng code(danyj 1-.,_ U.C 11'111 la not CliSregs~ florn h owner far U.S. fedonl tu purpo-. Olhelwlu. a sln~ml!lllbet U.C that i la.-,.gordedfromlhe awne,......., _,,the al)Ofos:,,late bO• lo< hla>!c-ionof Ila-· ... n~ .... nwctiona)• ~j)a,co,, .. tctlMll,~'~-USJ .f 5 Aadr.a fllml)er. at...c. anCI apt. or SUile no.) See instructicna. ~tar'• name and oeldrl!!ls pplionab 0 2915 N. Norfolk r8 6 Ciy. state, and ZIP oode Mesa, AZ 85215 7 Lilt ICCOlri runbtr(sl twe toplionlll) mu Taxnaver Identification Number (TIN) Entflryou-TIN ln_the appropriate box.~ TIN provided must_match ~e name given on line 1 to avoid backup wiflnllding. For lndMduala, thla ia gen81111y )'QVI" ,ocial s~ty number (SSN). However. for a resident alien. sole proprlelcr. or disnlgardad entity, see the in5tructions for Part I, later. For other entities. it is your employer ldanllflcatlon number (EIN). II you do not have II number. see How to get a TIN, later. I Social HCUrity numl>er I ITO -[D -I I I I I or Now: n the account Is in more than one name, -the instructions for line 1. Al90 see What Name and Mmber To Gil/It the Requo.srar for guidelines on whose number to enter. I Employer idantificnon number e 4 1 1 3 e s 2 s Certification Under penalties of perjury. I certify that 1. The number shown on this tom, is my correct tixpayer idantlll~tion numbef {or I arn waiting for a number to be illsued to rne); llfld 2. I am not subject to badwp withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service {IRS) that I am subject to backup withholding as a result of a f!lilure to n,port al interest or lfrvidends. or {c) the IRS has notified me that I am no longer subject to backup withholding: and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) ent«ed on llli& form (If any) indicating thiJt I am exempt from fATCA n,porting is correct. Celtlficalicn Instructions. Y<xl must cross out itvm 2 above if you have been notified by the IRS that you ara cmently subject to backup withhold~ because you haw faiad to report al .-ittrest end dividends on ;wr tax ret1n, For relll estate transactlons. Item 2 does no( apply. For mortgage inter«it paid. acquisllion or abandorvnent of sec!M'ed property, cancellation of debt. contributions to an Individual rellrement irrangement ~RA). and generally. payments ---,ooe~-~ ..... onlka,•\IM,_. ................. TIN.S..,._.......,.,.,.,,. ..,, ~~ I=•~~ .. _0~ .. @/11 General Instructions • fonn 1099-DIV (dMdends. includ1ng those from stocks or mutual . ~~ Section references are to the Internal Rellenue Code unleGs otherwise noted. Fubre cllwelopmenls. Fot Iha latest Information about developments related ta Form W-9 and 11s Instructions. 9UCh as legislstion enacted after 1hlly-. pta)liahad, go IO www.n.gov/Fom1W9. Purpose of Form An lndMdual or llllity (Form W-9 requester) who is required to file an information~ with Iha IRS must obtain your com,ct taxpayer ldenllflcallon l'IUll1ber (TIN) which may be )'OIW eocial seemly number (SSN), lndivldual taxpayw Identification runber (mN). adoption taxpayer Identification number II' TIN). or employer identification llllmbar (EIN), to report on an information return the amount paid to you, Of other amount repo,tnble on 1111 lnfcrmatlon return. Examples of information reh.wns include, but in not llmlted to. lha rollowing. • Form 1099-IITT (lrterest Mfned or paid) Cat. No. 10231X • Fonn 1099-MISC (various types of income. prizes, awards, or gross proceeds) • Fonn 109!>-B (stock or mutual fund sales and certain other transactions by brokers) • Fonn 1 099-S (proceeds from real estate transactions) • Fonn 109!>-K (merchant card and third party natwoi1< transactions) • Form 1 098 {home mongage Interest). 1098-E (student loan Interest), 1098-T (tuition} • Form 1099-C (canceled debt) • Form 1099-A (acquisition o, abandollnwll of seeured proper1yj Use Form W-9 only If you are a U.S. pel'SOn Oncluding a resident allon), to provide your correct TIN. If you do not return Form W-9 fo the reque.s!er with II TIN. you might be Wbj&et to oacJqJp withholding. See What is backup withholding, later. Form W-9 (Aev.10-2018) Scanned with CamScanner STATE OF ARIZONA 0~4~ 4 This is to certify that: Master Rooter LLC OBA (if any) License No. ROC 325569 Having been shown to possess all the necessary qualifications, and having complied with all the requirements of the law, is by order of the Registrar of Contractors duly licensed and admitted to engage in and pursue the business of C-37 Plumbing Contractor in the State of Arizona. Given my hand and the seal of the Registrar of Contractors in my office, City of Phoenix, on 2019-07-24 <J?iL. :::: DIRECTOR, ARit6"NA REGISTRAR OF CONTRACTORS • 1931 • .... Q) C C ro u Cl) E ro u ..c. .... "§ "'O Q) C C ro u Cl) \' \ \ STATE OF ARIZONA 0f¥ce4~ License No. ROC 324909 4 This is to certify that: Master Rooter LLC OBA (if any) Having been shown to possess all the necessary qualifications, and having complied with all the requirements of the law, is by order of the Registrar of Contractors duly licensed and admitted to engage in and pursue the business of R-37R Plumbing Contractor in the State of Arizona. Given my hand and the seal of the Registrar of Contractors in my office, City of Phoenix, on 2019-06-26 DIRECTOR, ARIZONA REGISTRAR OF CONTRACTORS .... (1) C C ro u Cf) E ro u _c .... ~ "O (1) C C ro u Cf) B-1 Contract No. 2021-007C JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND P.M. PLUMBING AND MECHANICAL, INC. THIS JOB ORDER MASTER AGREEMENT (this “Contract”) is entered into as of November 17, 2020, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and P.M. Plumbing and Mechanical, Inc., a(n) Arizona corporation (the “Contractor”). RECITALS A. The Town issued a Request for Qualifications, 2021-007, Plumbing Services (the “RFQ”), a copy of which is on file in the Town Clerk’s Office and incorporated herein by reference, seeking statements of qualifications from vendors for plumbing services. B. The Contractor submitted a Statement of Qualifications (the “SOQ”) in response to the RFQ, attached hereto as Exhibit A and incorporated herein by reference, and the Town desires to enter into an Agreement with the Contractor for plumbing services (the “Services”). 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 Contractor hereby agree as follows: 1. Term of Contract. This Contract shall be effective as of the date first set forth above and shall remain in full force and effect for one year with up to four (one) year renewable options. 2. Job Order Master Contract Process. 2.1 This Contract establishes an indefinite delivery, indefinite quantity, Job Order Contract for such Services within the scope of this Contract as Town may request from time to time by issuance of an individual Job Order for each Project. A separate Job Order will be issued for each Project describing the specific Work to be performed by the Contractor for that Project. 2.2 Town shall have the right to perform work of the types included in this Contract itself or to have other Contractors perform such work. 2.3 This Contract does not obligate or require Town to offer any Job Order to Contractor and no Contract will exist for any specific Work until a Job Order for such Work has been fully executed by Town and Contractor. B-2 2.4 Scope of Work Under This Contract. The Contractor will provide all labor, tools, management, materials, parts and supplies, equipment, and transportation necessary to furnish a broad range of plumbing services at various locations throughout the Town of Fountain Hills on an as-needed basis. Plumbing services will include complete troubleshooting and repair of existing plumbing systems, installation of new components, general maintenance, and may include responses to emergency calls outside of normal Town operating hours. 2.5 Contract Price for Each Job Order. The amount to be paid by Town for the Project under each Job Order is the Contract Price for the Job Order. The Contract Price includes the Contract Price for the Work. The Contract Price for any Job Order may be a Fixed Price or a Guaranteed Maximum Price (GMP), subject to the following: A. The cumulative sum of the Job Orders performed by Contractor during any twelve (12) month period shall not exceed $125,000.00. B. There is no limit on the number of Job Orders that the Town may issue to Contractor during any twelve (12) month period of this Contract or during the entire period this Contract is in effect. C. Contractor may not refuse any Job Order under this Contract properly issued by Town, unless Contractor explains, in writing and to Town’s satisfaction, that the scope of work under a specific Job Order is poorly defined or hazardous to health or safety. 3. Performance of the Work. 3.1 Specifications. The Maricopa Association of Governments, Uniform Standard Specifications for Public Works Construction, current edition (“MAG Specifications”), Maricopa Association of Governments, Standard Details for Public Works Construction, current edition (“MAG Details”), have been adopted by Town and shall apply to the Work, to the extent applicable. In addition, to the extent Town has adopted its own Town Specifications, and/or Supplements and/or Modifications to the MAG Specifications or MAG Details (collectively the “Town Specifications”), those Town Specifications shall apply to the Work when and where appropriate and the Contractor shall fully comply therewith. Any questions or concerns about the applicability of any specific MAG or Town Specifications to the Work shall be directed in writing to the Project Engineer. The MAG Specifications, MAG Details and Town Specifications are incorporated into the Contract. 3.2 Coordination. Contractor shall also cooperate with Town in communicating with, obtaining necessary approvals or permits from, and responding to, any applicable government entity or regulatory agency, including participation in any hearings or meetings. 3.3 Extra Work/Changes in the Work/Approvals. Town reserves the right to make such changes in the plans and specifications for the Work, within the general scope B-3 thereof, as it may deem appropriate and any such change as set forth in a written Change Order or Extra Work Order shall be deemed a part of this Contract as if originally incorporated herein. A. Contractor shall not be entitled to payment for additional work unless a written Change Order or Extra Work Order, in form and content prescribed by Town, has been executed by Town prior to starting the additional work; on all such Change Orders and Extra Work Orders, Contractor shall specify the increased and/or decreased costs and whether it believes any extensions of time will be necessary to complete its Work as modified by the Change Order or Extra Work Order. In no event, however, will the Contractor be entitled to collect for overhead and profit for such changes more than the percentages of Contractor’s actual and direct cost incurred in such change as set forth in the corresponding Change Order. If additional work is performed on the basis of an Extra Work Order, a corresponding Change Order shall be prepared, approved and processed by Town before payment can be made to Contractor. B. Upon request by Town, Contractor shall submit for Town’s prior approval all samples, product data, shop drawings on all materials, systems and equipment to be incorporated into the Work. C. The Project Manager shall be designated by the Town. All communications concerning performance of the Work or the Project shall be provided to the designated Project Manager, who has the authority to act on behalf of Town, as delineated and limited by the Contract Documents and applicable law. The Project Manager has no authority to bind Town or Town Council in contravention of any Town Code, State or Federal statute or regulation, or this Contract. Project communications may be exchanged by e-mail upon the written agreement of the Project Manager and Contractor, but e-mail communications are not binding upon Town and cannot change the terms of the Contract or the scope of Work, or effectuate any change that requires a written change order. The use of e-mails is for information only, and e-mails will have no legal or binding effect. 3.4 Time/Float. Contractor shall strictly comply with the Project schedule approved in writing by Town (the “Contract Time”). The Contract Time shall start with the Notice to Proceed and end with final acceptance of the Work. Contractor shall commence performance of the Work and complete the Project through both substantial completion and final acceptance within the Contract Time, and failure to do so shall be a material breach of the Contract. A. Time is of the essence of the Contract, for each Project, for the Work, and for each phase and/or designated milestone thereof. B. No modification to the Contract Documents or the Contract Time shall be effective unless approved in writing, in advance, by Town. C. The total float time within the overall schedule is for the exclusive use of Town, but Town may approve Contractor’s use of float as needed to meet contract milestones and the Project completion date. B-4 4. Payments. Payments shall be made as follows: 4.1 Progress Payments. A. Progress billings will be processed monthly starting upon Project commencement. B. Contractor billings shall be submitted on Contractor’s typical invoice form. C. A list of all suppliers (including name, contact information and phone numbers) to be used by Contractor must be received and approved by Town, prior to release of Contractor’s monthly progress payment. Town’s approval of Contractor’s suppliers shall not release Contractor from any of its obligations under this Contract, including without limitation, Contractor’s indemnification, and insurance obligations. D. If required by Town, Contractor will be required to execute an Unconditional Waiver and Release on Progress Payment or Unconditional Waiver and Release on final payment contemporaneously with the receipt of partial or final payments, or other form of acknowledgment of payment and/or release of claims as required by Town, as well as unconditional lien waivers executed by subcontractors and/or suppliers who have provided labor, materials, or rental equipment to Contractor. Payments of any amounts covered by any conditional lien waivers may, at Town’s sole discretion, be made by joint check issued to the Contractor and the subcontractor or supplier. E. Contractor shall submit all other supporting documentation substantiating its Invoice as may be reasonably required by the Engineer, Project Manager, Town, and applicable laws. 4.2 Final Payment. Final payment including retainage shall be paid only after: (i) the Work has been fully completed (including completion of all incorrect or incomplete work items) and accepted by Town; (ii) necessary operating manuals, any excess materials and supplies necessary for matching materials and supplies incorporated into the Work, and complete “as-built” drawings, plans and specifications have been delivered to Town; (iii) if required by Town, full and unconditional lien waivers and releases by Contractor and any person performing labor or supplying material, machinery, fixtures, or tools for the Work have been delivered to Town; (iv) all conditions and requirements imposed by Town or any financing entity for the corresponding disbursement have been met; and (v) Contractor delivers to Town an Invoice requesting payment. The Contract number must be referenced on all invoices. 4.3 Town’s Right to Withhold Payment. Town may withhold payment to such extent as may be necessary in Town’s opinion to protect Town from loss for which the Contractor is responsible, including, without limitation: B-5 A. defective Work not remedied; B. third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to Town is provided by the Contractor; C. failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; D. reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; E. damage to Town or another contractor; F. reasonable evidence that the Work will not be completed within the Contract Time (or otherwise by Town), and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or G. persistent failure to carry out the Work in accordance with the Contract Documents. 4.4 Joint/Direct Checks. Payments to Contractor may be made by checks payable jointly to Contractor and its employees, agents, subcontractors and suppliers, or any of them, and when in the sole opinion of Town it is advisable, payments may be made directly to Contractor's subcontractors and any amount so paid shall be deducted from the amounts owed to Contractor under this Contract. 4.5 Payment Not A Waiver. No payment (nor use or occupancy of the Project by Town) shall be deemed acceptance or approval of the Work or as a waiver of any claims, rights, or remedies of Town. 4.6 Liens and Bond Claims. Contractor shall make all payments, in the time required, of all labor and materials furnished to Contractor in the course of the Work and shall promptly furnish evidence of such payments as Town may require. Contractor shall pay when due all claims arising out of performance of the Work covered by this Contract for which a lien may be filed either against the real estate or leasehold interest of Town, or against payments due from Town to Contractor, or for which a claim may be made against any payment or performance bond or both. To the fullest extent permitted by law, Contractor agrees that no liens or other claims in the nature of a lien against the real estate, leasehold, or other interest of Town, against payment due from Town to Contractor, or against any payment or performance bond, shall be filed or made in connection with the Work by any party who has supplied professional services, labor, materials, machinery, fixtures, tools, or equipment used in or in connection with the performance of this Contract, and Contractor agrees to remove or to cause to be removed any such liens or claims in the nature of a lien or bond claim within ten (10) days upon receiving notice or obtaining actual knowledge of the existence of such liens or claims. In addition, Contractor agrees to defend, indemnify, and hold harmless Town from and against any and all such liens and claims. This paragraph does not apply to claims and liens of Contractor due to non-payment for Work performed. B-6 5. Documents. All documents, including any intellectual property rights thereto, prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town. 6. Contractor Personnel. Contractor shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. Contractor agrees to assign specific individuals to key positions. Contractor agrees that, upon commencement of the Services to be performed under this Agreement, key personnel shall not be removed or replaced without prior written notice to the Town. If key personnel are not available to perform the Services for a continuous period exceeding 30 calendar days, or are expected to devote substantially less effort to the Services than initially anticipated, Contractor shall immediately notify the Town of same and shall, subject to the concurrence of the Town, replace such personnel with personnel possessing substantially equal ability and qualifications. 7. Inspection; Acceptance. All work shall be subject to inspection and acceptance by the Town at reasonable times during Contractor’s performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the Town. 8. Licenses; Materials. Contractor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor, without limitation, all of Contractor’s applicable licenses issued by the Arizona Registrar of Contractors. The Town has no obligation to provide Contractor, its employees or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement. The Town has no obligation to provide tools, equipment or material to Contractor. 9. Work Standards, Warranties and Correction of Work. All materials and any other items incorporated into the Work shall be new, and all Work shall be of good and workmanlike quality and completed in strict conformance with all applicable laws, rules and regulations and the plans, specifications, schedules, Contract Documents and all other terms and conditions of the Contract. 9.1 Express Warranties. Within fourteen (14) days of the completion of the Work (or at such earlier time as requested by Town), Contractor shall execute and deliver to Town all warranties regarding the Work required by the Project plans and specifications. These warranties shall be in form and content satisfactory to Town, and any other person reasonably requested by Town, or Town’s lender(s). 9.2 Standard Warranty. In the absence of any requirement for warranties in the Project specifications, Contractor hereby warrants that the Work shall be free of any defects in quality or workmanship for a period of two (2) years after the date of completion and acceptance of the Project by Town. 9.3 Correction of Work. The Contractor shall promptly correct Work rejected by the Project Engineer, Project Manager, or Town as failing to conform to the requirements of the Contract Documents. The Contractor shall bear the cost of correcting such rejected Work. In addition to the Contractor’s other obligations including warranties under the Contract, the B-7 Contractor shall, for a period of (two) 2 years after Substantial Completion, correct work not conforming to the requirements of the Contract Documents. If the Contractor fails to correct nonconforming Work within a reasonable time, Town may correct it and the Contractor shall reimburse Town for the cost of correction. 10. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Town and each council member, officer, employee or agent thereof (the Town and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”) to the extent that such Claims (or actions in respect thereof) are caused by the negligent acts, recklessness or intentional misconduct of the Contractor, its officers, employees, agents, or any tier of subcontractor in connection with Contractor’s work or services in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section. 11. Insurance. 11.1 General. A. Insurer Qualifications. Without limiting any obligations or liabilities of Contractor, Contractor shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town. Failure to maintain insurance as specified herein may result in termination of this Agreement at the Town’s option. B. No Representation of Coverage Adequacy. By requiring insurance herein, the Town does not represent that coverage and limits will be adequate to protect Contractor. The Town reserves the right to review any and all of the insurance policies and/or endorsements cited in this Agreement but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. C. Additional Insured. All insurance coverage, except Workers’ Compensation insurance and Professional Liability insurance, if applicable, shall name, to the fullest extent permitted by law for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees as Additional Insured as specified under the respective coverage sections of this Agreement. D. Coverage Term. All insurance required herein shall be maintained in full force and effect until all work or services required to be performed under the terms B-8 of this Agreement are satisfactorily performed, completed and formally accepted by the Town, unless specified otherwise in this Agreement. E. Primary Insurance. Contractor’s insurance shall be primary insurance with respect to performance of this Agreement and in the protection of the Town as an Additional Insured. F. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. G. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Contractor. Contractor shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. H. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self- insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Contractor shall be solely responsible for any such deductible or self-insured retention amount. I. Use of Subcontractors. If any work under this Agreement is subcontracted in any way, Contractor shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Section and insurance requirements set forth herein protecting the Town and Contractor. Contractor shall be responsible for executing any agreements with its subcontractors and obtaining certificates of insurance verifying the insurance requirements. J. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Contractor will provide the Town with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of the insurance policies as required by this Agreement, issued by Contractor’s insurance insurer(s) as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverages, conditions and limits of coverage specified in this Agreement and that such coverage and provisions are in full force and effect. Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The Town shall reasonably rely upon the certificates of insurance and declaration page(s) of the insurance policies as evidence of coverage but such acceptance and reliance shall not waive or alter in any way the B-9 insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement, it shall be Contractor’s responsibility to forward renewal certificates and declaration page(s) to the Town 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing the RFQ number and title or this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate RFQ number and title or a reference to this Agreement, as applicable. Additionally, certificates of insurance and declaration page(s) of the insurance policies submitted without referencing the appropriate RFQ number and title or a reference to this Agreement, as applicable, will be subject to rejection and may be returned or discarded. Certificates of insurance and declaration page(s) shall specifically include the following provisions: (1) The Town, its agents, representatives, officers, directors, officials and employees are Additional Insureds as follows: (a) Commercial General Liability – Under Insurance Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent. (b) Auto Liability – Under ISO Form CA 20 48 or equivalent. (c) Excess Liability – Follow Form to underlying insurance. (2) Contractor’s insurance shall be primary insurance with respect to performance of this Agreement. (3) All policies, except for Professional Liability, including Workers’ Compensation, waive rights of recovery (subrogation) against Town, its agents, representatives, officers, officials and employees for any claims arising out of work or services performed by Contractor under this Agreement. (4) ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the phrases in the cancellation provision “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives” shall be deleted. Certificate forms other than ACORD form shall have similar restrictive language deleted. 11.2 Required Insurance Coverage. A. Commercial General Liability. Contractor shall maintain “occurrence” form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy B-10 shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal injury and advertising injury. Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including but not limited to, separation of insured’s clause. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, officials and employees shall be cited as an Additional Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of “your work” for that insured by or for you.” If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. B. Vehicle Liability. Contractor shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Contractor’s owned, hired and non-owned vehicles assigned to or used in the performance of the Contractor’s work or services under this Agreement. Coverage will be at least as broad as ISO coverage code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees shall be cited as an Additional Insured under ISO Business Auto policy Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. C. Professional Liability. If this Agreement is the subject of any professional services or work, or if the Contractor engages in any professional services or work in any way related to performing the work under this Agreement, the Contractor shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Contractor, or anyone employed by the Contractor, or anyone for whose negligent acts, mistakes, errors and omissions the Contractor is legally liable, with an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate. D. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Contractor’s employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit. 11.3 Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town. 12. Termination; Cancellation. B-11 12.1 For Town’s Convenience. This Agreement is for the convenience of the Town and, as such, may be terminated without cause after receipt by Contractor of written notice by the Town. Upon termination for convenience, Contractor shall be paid for all undisputed services performed to the termination date. 12.2 For Cause. If either party fails to perform any obligation pursuant to this Agreement and such party fails to cure its nonperformance within 30 days after notice of nonperformance is given by the non-defaulting party, such party will be in default. In the event of such default, the non-defaulting party may terminate this Agreement immediately for cause and will have all remedies that are available to it at law or in equity including, without limitation, the remedy of specific performance. If the nature of the defaulting party’s nonperformance is such that it cannot reasonably be cured within 30 days, then the defaulting party will have such additional periods of time as may be reasonably necessary under the circumstances, provided the defaulting party immediately (A) provides written notice to the non-defaulting party and (B) commences to cure its nonperformance and thereafter diligently continues to completion the cure of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of such termination for cause, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.3 Due to Work Stoppage. This Agreement may be terminated by the Town upon 30 days’ written notice to Contractor in the event that the Services are permanently abandoned. In the event of such termination due to work stoppage, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further obligations by the Town or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a consultant to any other party of this Agreement with respect to the subject matter of this Agreement. 12.5 Gratuities. The Town may, by written notice to the Contractor, cancel this Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer, agent or employee of the Town for the purpose of securing this Agreement. In the event this Agreement is canceled by the Town pursuant to this provision, the Town shall be entitled, in addition to any other rights and remedies, to recover and withhold from the Contractor an amount equal to 150% of the gratuity. 12.6 Agreement Subject to Appropriation. This Agreement is subject to the provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of this Agreement for payment of funds by the Town shall be effective when funds are appropriated for purposes of this Agreement and are actually available for payment. The Town shall be the sole judge and authority in determining the availability of funds under this Agreement and the Town shall keep the Contractor fully informed as to the availability of funds for this Agreement. B-12 The obligation of the Town to make any payment pursuant to this Agreement is a current expense of the Town, payable exclusively from such annual appropriations, and is not a general obligation or indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town and the Contractor shall be relieved of any subsequent obligation under this Agreement. 12.7 Upon any termination of the Contract, no further payments shall be due from Town to Contractor unless and until Contractor has delivered to Town any and all documentation required to be maintained by Contractor or provided by Contractor to Town. 12.8 Under no circumstances shall Town have any liability for any costs, expenses, overhead, or profits in relation to any work not actually performed, or for any future or anticipated profits, recovery, damages, expenses, or loses. 13. Miscellaneous. 13.1 Independent Contractor. It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Contractor acknowledges and agrees that the Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the Town. Contractor, its employees and subcontractors are not entitled to workers’ compensation benefits from the Town. The Town does not have the authority to supervise or control the actual work of Contractor, its employees or subcontractors. The Contractor, and not the Town, shall determine the time of its performance of the Services provided under this Agreement so long as Contractor meets the requirements of its agreed Scope of Work as set forth in Section 2 above. Contractor is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and Contractor do not intend to nor will they combine business operations under this Agreement. 13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 13.3 Laws and Regulations. Contractor shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Contractor is responsible abides by, and remains in compliance with, all rules, regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A) existing and future Town and County ordinances and regulations; (B) existing and future State and Federal laws; and (C) existing and future Occupational Safety and Health Administration standards. 13.4 Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the Town and the Contractor. B-13 13.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 13.6 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of, review of, and entry into this Agreement. 13.8 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by Contractor without prior, written permission of the Town, signed by the Town Manager. Any attempted assignment or delegation by Contractor in violation of this provision shall be a breach of this Agreement by Contractor. 13.9 Subcontracts. No subcontract shall be entered into by the Contractor with any other party to furnish any of the material or services specified herein without the prior written approval of the Town. The Contractor is responsible for performance under this Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material breach of this Agreement by Contractor. 13.10 Rights and Remedies. No provision in this Agreement shall be construed, expressly or by implication, as waiver by the Town of any existing or future right and/or remedy available by law in the event of any claim of default or breach of this Agreement. The failure of the Town to insist upon the strict performance of any term or condition of this Agreement or to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the Town’s acceptance of and payment for services, shall not release the Contractor from any responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the Town to insist upon the strict performance of this Agreement. 13.11 Attorneys’ Fees. In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Agreement or on account of any breach or default hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a jury, which B-14 shall be deemed to have accrued on the commencement of such action and shall be enforced whether or not such action is prosecuted through judgment. 13.12 Liens. All materials or services shall be free of all liens and, if the Town requests, a formal release of all liens shall be delivered to the Town. 13.13 Offset. A. Offset for Damages. In addition to all other remedies at law or equity, the Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for damages resulting from breach or deficiencies in performance or breach of any obligation under this Agreement. B. Offset for Delinquent Fees or Taxes. The Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for delinquent fees, transaction privilege taxes and property taxes, including any interest or penalties. 13.14 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: Town of Fountain Hills 4711 East Falcon Drive, Suite 111 Mesa, Arizona 85215 Attn: Aaron D. Arnson, Town Attorney If to Contractor: P.M. Plumbing & Mechanical, Inc. 660 East Main Street Mesa, Arizona 85203 Attn: Bobbette Sherrard, Vice President or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and B-15 refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 13.15 Confidentiality of Records. The Contractor shall establish and maintain procedures and controls that are acceptable to the Town for the purpose of ensuring that information contained in its records or obtained from the Town or from others in carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or employees, except as required to perform Contractor’s duties under this Agreement. Persons requesting such information should be referred to the Town. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under this Agreement. 13.16 Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under subsection 13.17 below, Contractor’s and its subcontractor’s books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit (A) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (B) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary for the Town to audit Records as set forth in this subsection, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this subsection. The Town shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractor’s failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 13.18 Israel. Contractor 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. B-16 13.19 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Scope of Work, the Fee Proposal, the RFQ and the Contractor’s SOQ, the documents shall govern in the order listed herein. 13.20 Non-Exclusive Contract. This Agreement is entered into with the understanding and agreement that it is for the sole convenience of the Town. The Town reserves the right to obtain like goods and services from another source when necessary. 13.21 Cooperative Purchasing. Specific eligible political subdivisions and nonprofit educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted to utilize procurement agreements developed by the Town, at their discretion and with the agreement of the awarded Contractor. Contractor may, at its sole discretion, accept orders from Eligible Procurement Unit(s) for the purchase of the Materials and/or Services at the prices and under the terms and conditions of this Agreement, in such quantities and configurations as may be agreed upon between the parties. All cooperative procurements under this Agreement shall be transacted solely between the requesting Eligible Procurement Unit and Contractor. Payment for such purchases will be the sole responsibility of the Eligible Procurement Unit. The exercise of any rights, responsibilities or remedies by the Eligible Procurement Unit shall be the exclusive obligation of such unit. The Town assumes no responsibility for payment, performance or any liability or obligation associated with any cooperative procurement under this Agreement. The Town shall not be responsible for any disputes arising out of transactions made by others. 13.22 Special Provisions. The Contract created by this request and the resulting request for qualifications will automatically renew for up to four successive one-year terms, unless the Vendor notifies the Town in writing of its desire to terminate the Contract. If extended, the then-current prices shall be applicable during the subsequent renewal year unless the Vendor notifies the Town in writing of any rate increase and the Town approves the increase with an authorized signature, prior to the end of the then-current term. [SIGNATURES ON FOLLOWING PAGES] B-17 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: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGES] B-18 “Contractor” P.M. Plumbing & Mechanical, Inc. a(n) Arizona corporation, By: Name: Title: EXHIBIT A TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND J.M. PLUMBING AND MECHANICAL, INC. [Contractor’s SOQ] See following pages. ITEM 8. D. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 11/17/2020 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Community Services Prepared by: Jamie Salentine, Executive Assistant Staff Contact Information: Rachael Goodwin, Community Services Director Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF Approving contract 2021-008 for General Electrical Services, which encompass five (5) as-need basis Job Order Master Agreement Contracts; 2021-008A, 2021-008B, 2021-008C, 2021-008D, and 2021-008E with identical terms for a period of one-year with up to four, one-year renewable options and with identical compensation not to exceed $125,000 per contract in a twelve (12) month period. Staff Summary (Background) The Town periodically uses various vendors to provide professional services relating to electric repairs and projects. With a desire to consolidate these services under one contract, the Town issued a Request for Qualifications for qualified, licensed vendors interested in providing some or all of the General Electrical Services under Contract 2021-008, through the use of Job Order Contracting (JOC). JOC is an Arizona-approved procurement process that provides for organizations to complete numerous, commonly encountered electrical projects quickly and easily through multi-year contracts. This procedure reduces unnecessary levels of engineering, design, and contract procurement time along with electrical project procurement costs by awarding long-term contracts for a wide variety of renovation, repair, and maintenance projects. This master agreement will provide all departments within the Town with vendors from the electrical trade that will offer a broad range of electrical services on an as-needed basis. A Request for Proposals was published in the Fountain Hills Times on 08/26/20 and 09/02/20 and in the Arizona Business Gazette on 08/27/20 and 09/03/20, as well as the Town's website and at Town Hall. The Town received four (4) proposals on or prior to the deadline of September 24, 2020. After a thorough review of the proposals by an internal committee, the Town accepted five (5) of the proposals and requested a Master Agreement be prepared by the Town Attorney for General Electrical Services. Each agreement will be for an amount not to exceed $125,000 per year for a period of one year with up to four, one-year renewal options. Vendors will be chosen to complete projects on an as needed basis, provided funding is available. The following agreements have been forwarded to the vendors below and have been executed and returned to the Town: 2021-008A - Geuther Electrical, LLC 2021-008B - Hawkeye Electric, Inc. 2021-008C - Hernandez Companies, Inc. 2021-008D - K2Electric, LLC 2021-008E - Utility Construction Company, Inc. Related Ordinance, Policy or Guiding Principle N/A Risk Analysis The use of Job Order Contracting increases efficiency and reduces time and resources expended on a per-project basis. It allows faster response times to critical situations and reduces "downtime" of facilities to better serve the public. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends approval. SUGGESTED MOTION MOVE to Approve Job Order Master Agreement Contracts Nos. 2021-008A, 2021-008B, 2021-008C, 2021-008D, and 2021-008E for general electrical services. Attachments Geuther Electrical Hawkeye Electric Hernandez Companies K2Electric Utility Construction Co Form Review Inbox Reviewed By Date Community Services Director Rachael Goodwin 11/04/2020 03:42 PM Finance Director David Pock 11/04/2020 04:15 PM Town Attorney Jamie Salentine 11/05/2020 02:08 PM Executive Assistant, Comm. Serv. (Originator)Jamie Salentine 11/05/2020 02:16 PM Community Services Director Rachael Goodwin 11/05/2020 02:21 PM Finance Director David Pock 11/05/2020 06:59 PM Town Attorney Aaron D. Arnson 11/09/2020 09:33 AM Town Manager Grady E. Miller 11/09/2020 09:39 AM Form Started By: Jamie Salentine Started On: 11/02/2020 12:58 PM Final Approval Date: 11/09/2020 B-1 Contract No. 2021-008A JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND GEUTHER ELECTRICAL, LLC. THIS JOB ORDER MASTER AGREEMENT (this “Contract”) is entered into as of November 17, 2020, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Geuther Electrical, LLC, a(n) Arizona Limited Liability Company (the “Contractor”). RECITALS A. The Town issued a Request for Qualifications, 2021-008, Electrical Services (the “RFQ”), a copy of which is on file in the Town Clerk’s Office and incorporated herein by reference, seeking statements of qualifications from vendors for professional consulting services. B. The Contractor submitted a Statement of Qualifications (the “SOQ”) in response to the RFQ, attached hereto as Exhibit A and incorporated herein by reference, and the Town desires to enter into an Agreement with the Contractor for Electrical Services (the “Services”). 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 Contractor hereby agree as follows: 1. Term of Contract. This Contract shall be effective as of the date first set forth above and shall remain in full force and effect for one year with up to four (one) year renewable options. 2. Job Order Master Contract Process. 2.1 This Contract establishes an indefinite delivery, indefinite quantity, Job Order Contract for such Electrical Services within the scope of this Contract as Town may request from time to time by issuance of an individual Job Order for each Project. A separate Job Order will be issued for each Project describing the specific Work to be performed by the Contractor for that Project. 2.2 Town shall have the right to perform work of the types included in this Contract itself or to have other Contractors perform such work. B-2 2.3 This Contract does not obligate or require Town to offer any Job Order to Contractor and no Contract will exist for any specific Work until a Job Order for such Work has been fully executed by Town and Contractor. 2.4 Scope of Work Under This Contract. The Contractor will provide all labor, tools, management, materials, parts and supplies, equipment, and transportation necessary to furnish a broad range of electrical services at various locations throughout the Town of Fountain Hills on an as-needed basis. Electrical services will include complete troubleshooting and repair of existing electrical systems, installation of new electrical components, general maintenance, and may include responses to emergency calls outside of normal Town operating hours. 2.5 Contract Price for Each Job Order. The amount to be paid by Town for the Project under each Job Order is the Contract Price for the Job Order. The Contract Price includes the Contract Price for the Work. The Contract Price for any Job Order may be a Fixed Price or a Guaranteed Maximum Price (GMP), subject to the following: A. The cumulative sum of the Job Orders performed by Contractor during any twelve (12) month period shall not exceed $125,000.00. B. There is no limit on the number of Job Orders that the Town may issue to Contractor during any twelve (12) month period of this Contract or during the entire period this Contract is in effect. C. Contractor may not refuse any Job Order under this Contract properly issued by Town, unless Contractor explains, in writing and to Town’s satisfaction, that the scope of work under a specific Job Order is poorly defined or hazardous to health or safety. 3. Performance of the Work. 3.1 Specifications. The Maricopa Association of Governments, Uniform Standard Specifications for Public Works Construction, current edition (“MAG Specifications”), Maricopa Association of Governments, Standard Details for Public Works Construction, current edition (“MAG Details”), have been adopted by Town and shall apply to the Work, to the extent applicable. In addition, to the extent Town has adopted its own Town Specifications, and/or Supplements and/or Modifications to the MAG Specifications or MAG Details (collectively the “Town Specifications”), those Town Specifications shall apply to the Work when and where appropriate and the Contractor shall fully comply therewith. Any questions or concerns about the applicability of any specific MAG or Town Specifications to the Work shall be directed in writing to the Project Engineer. The MAG Specifications, MAG Details and Town Specifications are incorporated into the Contract. 3.2 Coordination. Contractor shall also cooperate with Town in communicating with, obtaining necessary approvals or permits from, and responding to, any applicable government entity or regulatory agency, including participation in any hearings or meetings. B-3 3.3 Extra Work/Changes in the Work/Approvals. Town reserves the right to make such changes in the plans and specifications for the Work, within the general scope thereof, as it may deem appropriate and any such change as set forth in a written Change Order or Extra Work Order shall be deemed a part of this Contract as if originally incorporated herein. A. Contractor shall not be entitled to payment for additional work unless a written Change Order or Extra Work Order, in form and content prescribed by Town, has been executed by Town prior to starting the additional work; on all such Change Orders and Extra Work Orders, Contractor shall specify the increased and/or decreased costs and whether it believes any extensions of time will be necessary to complete its Work as modified by the Change Order or Extra Work Order. In no event, however, will the Contractor be entitled to collect for overhead and profit for such changes more than the percentages of Contractor’s actual and direct cost incurred in such change as set forth in the corresponding Change Order. If additional work is performed on the basis of an Extra Work Order, a corresponding Change Order shall be prepared, approved and processed by Town before payment can be made to Contractor. B. Upon request by Town, Contractor shall submit for Town’s prior approval all samples, product data, shop drawings on all materials, systems and equipment to be incorporated into the Work. C. The Project Manager shall be designated by the Town. All communications concerning performance of the Work or the Project shall be provided to the designated Project Manager, who has the authority to act on behalf of Town, as delineated and limited by the Contract Documents and applicable law. The Project Manager has no authority to bind Town or Town Council in contravention of any Town Code, State or Federal statute or regulation, or this Contract. Project communications may be exchanged by e-mail upon the written agreement of the Project Manager and Contractor, but e-mail communications are not binding upon Town and cannot change the terms of the Contract or the scope of Work, or effectuate any change that requires a written change order. The use of e-mails is for information only, and e-mails will have no legal or binding effect. 3.4 Time/Float. Contractor shall strictly comply with the Project schedule approved in writing by Town (the “Contract Time”). The Contract Time shall start with the Notice to Proceed and end with final acceptance of the Work. Contractor shall commence performance of the Work and complete the Project through both substantial completion and final acceptance within the Contract Time, and failure to do so shall be a material breach of the Contract. A. Time is of the essence of the Contract, for each Project, for the Work, and for each phase and/or designated milestone thereof. B. No modification to the Contract Documents or the Contract Time shall be effective unless approved in writing, in advance, by Town. B-4 C. The total float time within the overall schedule is for the exclusive use of Town, but Town may approve Contractor’s use of float as needed to meet contract milestones and the Project completion date. 4. Payments. Payments shall be made as follows: 4.1 Progress Payments. A. Progress billings will be processed monthly starting upon Project commencement. B. Contractor billings shall be submitted on Contractor’s typical invoice form. C. A list of all suppliers (including name, contact information and phone numbers) to be used by Contractor must be received and approved by Town, prior to release of Contractor’s monthly progress payment. Town’s approval of Contractor’s suppliers shall not release Contractor from any of its obligations under this Contract, including without limitation, Contractor’s indemnification, and insurance obligations. D. If required by Town, Contractor will be required to execute an Unconditional Waiver and Release on Progress Payment or Unconditional Waiver and Release on final payment contemporaneously with the receipt of partial or final payments, or other form of acknowledgment of payment and/or release of claims as required by Town, as well as unconditional lien waivers executed by subcontractors and/or suppliers who have provided labor, materials, or rental equipment to Contractor. Payments of any amounts covered by any conditional lien waivers may, at Town’s sole discretion, be made by joint check issued to the Contractor and the subcontractor or supplier. E. Contractor shall submit all other supporting documentation substantiating its Invoice as may be reasonably required by the Engineer, Project Manager, Town, and applicable laws. 4.2 Final Payment. Final payment including retainage shall be paid only after: (i) the Work has been fully completed (including completion of all incorrect or incomplete work items) and accepted by Town; (ii) necessary operating manuals, any excess materials and supplies necessary for matching materials and supplies incorporated into the Work, and complete “as-built” drawings, plans and specifications have been delivered to Town; (iii) if required by Town, full and unconditional lien waivers and releases by Contractor and any person performing labor or supplying material, machinery, fixtures, or tools for the Work have been delivered to Town; (iv) all conditions and requirements imposed by Town or any financing entity for the corresponding disbursement have been met; and (v) Contractor delivers to Town an Invoice requesting payment. The Contract number must be referenced on all invoices. B-5 4.3 Town’s Right to Withhold Payment. Town may withhold payment to such extent as may be necessary in Town’s opinion to protect Town from loss for which the Contractor is responsible, including, without limitation: A. defective Work not remedied; B. third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to Town is provided by the Contractor; C. failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; D. reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; E. damage to Town or another contractor; F. reasonable evidence that the Work will not be completed within the Contract Time (or otherwise by Town), and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or G. persistent failure to carry out the Work in accordance with the Contract Documents. 4.4 Joint/Direct Checks. Payments to Contractor may be made by checks payable jointly to Contractor and its employees, agents, subcontractors and suppliers, or any of them, and when in the sole opinion of Town it is advisable, payments may be made directly to Contractor's subcontractors and any amount so paid shall be deducted from the amounts owed to Contractor under this Contract. 4.5 Payment Not A Waiver. No payment (nor use or occupancy of the Project by Town) shall be deemed acceptance or approval of the Work or as a waiver of any claims, rights, or remedies of Town. 4.6 Liens and Bond Claims. Contractor shall make all payments, in the time required, of all labor and materials furnished to Contractor in the course of the Work and shall promptly furnish evidence of such payments as Town may require. Contractor shall pay when due all claims arising out of performance of the Work covered by this Contract for which a lien may be filed either against the real estate or leasehold interest of Town, or against payments due from Town to Contractor, or for which a claim may be made against any payment or performance bond or both. To the fullest extent permitted by law, Contractor agrees that no liens or other claims in the nature of a lien against the real estate, leasehold, or other interest of Town, against payment due from Town to Contractor, or against any payment or performance bond, shall be filed or made in connection with the Work by any party who has supplied professional services, labor, materials, machinery, fixtures, tools, or equipment used in or in connection with the performance of this Contract, and Contractor agrees to remove or to cause to be removed any such liens or claims in the nature of a lien or bond claim within ten (10) days upon B-6 receiving notice or obtaining actual knowledge of the existence of such liens or claims. In addition, Contractor agrees to defend, indemnify, and hold harmless Town from and against any and all such liens and claims. This paragraph does not apply to claims and liens of Contractor due to non-payment for Work performed. 5. Documents. All documents, including any intellectual property rights thereto, prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town. 6. Contractor Personnel. Contractor shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. Contractor agrees to assign specific individuals to key positions. Contractor agrees that, upon commencement of the Services to be performed under this Agreement, key personnel shall not be removed or replaced without prior written notice to the Town. If key personnel are not available to perform the Services for a continuous period exceeding 30 calendar days, or are expected to devote substantially less effort to the Services than initially anticipated, Contractor shall immediately notify the Town of same and shall, subject to the concurrence of the Town, replace such personnel with personnel possessing substantially equal ability and qualifications. 7. Inspection; Acceptance. All work shall be subject to inspection and acceptance by the Town at reasonable times during Contractor’s performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the Town. 8. Licenses; Materials. Contractor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor, without limitation, all of Contractor’s applicable licenses issued by the Arizona Registrar of Contractors. The Town has no obligation to provide Contractor, its employees or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement. The Town has no obligation to provide tools, equipment or material to Contractor. 9. Work Standards, Warranties and Correction of Work. All materials and any other items incorporated into the Work shall be new, and all Work shall be of good and workmanlike quality and completed in strict conformance with all applicable laws, rules and regulations and the plans, specifications, schedules, Contract Documents and all other terms and conditions of the Contract. 9.1 Express Warranties. Within fourteen (14) days of the completion of the Work (or at such earlier time as requested by Town), Contractor shall execute and deliver to Town all warranties regarding the Work required by the Project plans and specifications. These warranties shall be in form and content satisfactory to Town, and any other person reasonably requested by Town, or Town’s lender(s). 9.2 Standard Warranty. In the absence of any requirement for warranties in the Project specifications, Contractor hereby warrants that the Work shall be free of any defects in quality or workmanship for a period of two (2) years after the date of completion and acceptance of the Project by Town. B-7 9.3 Correction of Work. The Contractor shall promptly correct Work rejected by the Project Engineer, Project Manager, or Town as failing to conform to the requirements of the Contract Documents. The Contractor shall bear the cost of correcting such rejected Work. In addition to the Contractor’s other obligations including warranties under the Contract, the Contractor shall, for a period of (two) 2 years after Substantial Completion, correct work not conforming to the requirements of the Contract Documents. If the Contractor fails to correct nonconforming Work within a reasonable time, Town may correct it and the Contractor shall reimburse Town for the cost of correction. 10. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Town and each council member, officer, employee or agent thereof (the Town and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”) to the extent that such Claims (or actions in respect thereof) are caused by the negligent acts, recklessness or intentional misconduct of the Contractor, its officers, employees, agents, or any tier of subcontractor in connection with Contractor’s work or services in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section. 11. Insurance. 11.1 General. A. Insurer Qualifications. Without limiting any obligations or liabilities of Contractor, Contractor shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town. Failure to maintain insurance as specified herein may result in termination of this Agreement at the Town’s option. B. No Representation of Coverage Adequacy. By requiring insurance herein, the Town does not represent that coverage and limits will be adequate to protect Contractor. The Town reserves the right to review any and all of the insurance policies and/or endorsements cited in this Agreement but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. C. Additional Insured. All insurance coverage, except Workers’ Compensation insurance and Professional Liability insurance, if applicable, shall name, to the fullest extent permitted by law for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and B-8 employees as Additional Insured as specified under the respective coverage sections of this Agreement. D. Coverage Term. All insurance required herein shall be maintained in full force and effect until all work or services required to be performed under the terms of this Agreement are satisfactorily performed, completed and formally accepted by the Town, unless specified otherwise in this Agreement. E. Primary Insurance. Contractor’s insurance shall be primary insurance with respect to performance of this Agreement and in the protection of the Town as an Additional Insured. F. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. G. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Contractor. Contractor shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. H. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self- insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Contractor shall be solely responsible for any such deductible or self-insured retention amount. I. Use of Subcontractors. If any work under this Agreement is subcontracted in any way, Contractor shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Section and insurance requirements set forth herein protecting the Town and Contractor. Contractor shall be responsible for executing any agreements with its subcontractors and obtaining certificates of insurance verifying the insurance requirements. J. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Contractor will provide the Town with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of the insurance policies as required by this Agreement, issued by Contractor’s insurance insurer(s) as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverages, conditions and limits of coverage specified in this Agreement and that such coverage and provisions are in full force and effect. B-9 Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The Town shall reasonably rely upon the certificates of insurance and declaration page(s) of the insurance policies as evidence of coverage but such acceptance and reliance shall not waive or alter in any way the insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement, it shall be Contractor’s responsibility to forward renewal certificates and declaration page(s) to the Town 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing the RFQ number and title or this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate RFQ number and title or a reference to this Agreement, as applicable. Additionally, certificates of insurance and declaration page(s) of the insurance policies submitted without referencing the appropriate RFQ number and title or a reference to this Agreement, as applicable, will be subject to rejection and may be returned or discarded. Certificates of insurance and declaration page(s) shall specifically include the following provisions: (1) The Town, its agents, representatives, officers, directors, officials and employees are Additional Insureds as follows: (a) Commercial General Liability – Under Insurance Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent. (b) Auto Liability – Under ISO Form CA 20 48 or equivalent. (c) Excess Liability – Follow Form to underlying insurance. (2) Contractor’s insurance shall be primary insurance with respect to performance of this Agreement. (3) All policies, except for Professional Liability, including Workers’ Compensation, waive rights of recovery (subrogation) against Town, its agents, representatives, officers, officials and employees for any claims arising out of work or services performed by Contractor under this Agreement. (4) ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the phrases in the cancellation provision “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives” shall be deleted. Certificate forms other than ACORD form shall have similar restrictive language deleted. 11.2 Required Insurance Coverage. B-10 A. Commercial General Liability. Contractor shall maintain “occurrence” form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal injury and advertising injury. Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including but not limited to, separation of insured’s clause. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, officials and employees shall be cited as an Additional Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of “your work” for that insured by or for you.” If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. B. Vehicle Liability. Contractor shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Contractor’s owned, hired and non-owned vehicles assigned to or used in the performance of the Contractor’s work or services under this Agreement. Coverage will be at least as broad as ISO coverage code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees shall be cited as an Additional Insured under ISO Business Auto policy Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. C. Professional Liability. If this Agreement is the subject of any professional services or work, or if the Contractor engages in any professional services or work in any way related to performing the work under this Agreement, the Contractor shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Contractor, or anyone employed by the Contractor, or anyone for whose negligent acts, mistakes, errors and omissions the Contractor is legally liable, with an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate. D. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Contractor’s employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit. B-11 11.3 Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town. 12. Termination; Cancellation. 12.1 For Town’s Convenience. This Agreement is for the convenience of the Town and, as such, may be terminated without cause after receipt by Contractor of written notice by the Town. Upon termination for convenience, Contractor shall be paid for all undisputed services performed to the termination date. 12.2 For Cause. If either party fails to perform any obligation pursuant to this Agreement and such party fails to cure its nonperformance within 30 days after notice of nonperformance is given by the non-defaulting party, such party will be in default. In the event of such default, the non-defaulting party may terminate this Agreement immediately for cause and will have all remedies that are available to it at law or in equity including, without limitation, the remedy of specific performance. If the nature of the defaulting party’s nonperformance is such that it cannot reasonably be cured within 30 days, then the defaulting party will have such additional periods of time as may be reasonably necessary under the circumstances, provided the defaulting party immediately (A) provides written notice to the non-defaulting party and (B) commences to cure its nonperformance and thereafter diligently continues to completion the cure of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of such termination for cause, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.3 Due to Work Stoppage. This Agreement may be terminated by the Town upon 30 days’ written notice to Contractor in the event that the Services are permanently abandoned. In the event of such termination due to work stoppage, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further obligations by the Town or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a consultant to any other party of this Agreement with respect to the subject matter of this Agreement. 12.5 Gratuities. The Town may, by written notice to the Contractor, cancel this Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer, agent or employee of the Town for the purpose of securing this Agreement. In the event this Agreement is canceled by the Town pursuant to this provision, the Town shall be entitled, in addition to any other rights and remedies, to recover and withhold from the Contractor an amount equal to 150% of the gratuity. B-12 12.6 Agreement Subject to Appropriation. This Agreement is subject to the provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of this Agreement for payment of funds by the Town shall be effective when funds are appropriated for purposes of this Agreement and are actually available for payment. The Town shall be the sole judge and authority in determining the availability of funds under this Agreement and the Town shall keep the Contractor fully informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is a current expense of the Town, payable exclusively from such annual appropriations, and is not a general obligation or indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town and the Contractor shall be relieved of any subsequent obligation under this Agreement. 12.7 Upon any termination of the Contract, no further payments shall be due from Town to Contractor unless and until Contractor has delivered to Town any and all documentation required to be maintained by Contractor or provided by Contractor to Town. 12.8 Under no circumstances shall Town have any liability for any costs, expenses, overhead, or profits in relation to any work not actually performed, or for any future or anticipated profits, recovery, damages, expenses, or loses. 13. Miscellaneous. 13.1 Independent Contractor. It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Contractor acknowledges and agrees that the Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the Town. Contractor, its employees and subcontractors are not entitled to workers’ compensation benefits from the Town. The Town does not have the authority to supervise or control the actual work of Contractor, its employees or subcontractors. The Contractor, and not the Town, shall determine the time of its performance of the Services provided under this Agreement so long as Contractor meets the requirements of its agreed Scope of Work as set forth in Section 2 above. Contractor is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and Contractor do not intend to nor will they combine business operations under this Agreement. 13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 13.3 Laws and Regulations. Contractor shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Contractor is responsible abides by, and remains in compliance with, all rules, regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A) existing and future Town and County ordinances and regulations; (B) existing and B-13 future State and Federal laws; and (C) existing and future Occupational Safety and Health Administration standards. 13.4 Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the Town and the Contractor. 13.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 13.6 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of, review of, and entry into this Agreement. 13.8 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by Contractor without prior, written permission of the Town, signed by the Town Manager. Any attempted assignment or delegation by Contractor in violation of this provision shall be a breach of this Agreement by Contractor. 13.9 Subcontracts. No subcontract shall be entered into by the Contractor with any other party to furnish any of the material or services specified herein without the prior written approval of the Town. The Contractor is responsible for performance under this Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material breach of this Agreement by Contractor. 13.10 Rights and Remedies. No provision in this Agreement shall be construed, expressly or by implication, as waiver by the Town of any existing or future right and/or remedy available by law in the event of any claim of default or breach of this Agreement. The failure of the Town to insist upon the strict performance of any term or condition of this Agreement or to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the Town’s acceptance of and payment for services, shall not release the Contractor from any B-14 responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the Town to insist upon the strict performance of this Agreement. 13.11 Attorneys’ Fees. In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Agreement or on account of any breach or default hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a jury, which shall be deemed to have accrued on the commencement of such action and shall be enforced whether or not such action is prosecuted through judgment. 13.12 Liens. All materials or services shall be free of all liens and, if the Town requests, a formal release of all liens shall be delivered to the Town. 13.13 Offset. A. Offset for Damages. In addition to all other remedies at law or equity, the Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for damages resulting from breach or deficiencies in performance or breach of any obligation under this Agreement. B. Offset for Delinquent Fees or Taxes. The Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for delinquent fees, transaction privilege taxes and property taxes, including any interest or penalties. 13.14 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: Town of Fountain Hills 4711 East Falcon Drive, Suite 111 Mesa, Arizona 85215 Attn: Aaron D. Arnson, Town Attorney If to Contractor: Geuther Electrical, LLC 745 North Gilbert Road, Suite 124; PMB 193 Gilbert, Arizona 85234 Attn: Daniel Geuther, President B-15 or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 13.15 Confidentiality of Records. The Contractor shall establish and maintain procedures and controls that are acceptable to the Town for the purpose of ensuring that information contained in its records or obtained from the Town or from others in carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or employees, except as required to perform Contractor’s duties under this Agreement. Persons requesting such information should be referred to the Town. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under this Agreement. 13.16 Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under subsection 13.17 below, Contractor’s and its subcontractor’s books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit (A) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (B) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary for the Town to audit Records as set forth in this subsection, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this subsection. The Town shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify B-16 requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractor’s failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 13.18 Israel. Contractor 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. 13.19 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Scope of Work, the Fee Proposal, the RFQ and the Contractor’s SOQ, the documents shall govern in the order listed herein. 13.20 Non-Exclusive Contract. This Agreement is entered into with the understanding and agreement that it is for the sole convenience of the Town. The Town reserves the right to obtain like goods and services from another source when necessary. 13.21 Cooperative Purchasing. Specific eligible political subdivisions and nonprofit educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted to utilize procurement agreements developed by the Town, at their discretion and with the agreement of the awarded Contractor. Contractor may, at its sole discretion, accept orders from Eligible Procurement Unit(s) for the purchase of the Materials and/or Services at the prices and under the terms and conditions of this Agreement, in such quantities and configurations as may be agreed upon between the parties. All cooperative procurements under this Agreement shall be transacted solely between the requesting Eligible Procurement Unit and Contractor. Payment for such purchases will be the sole responsibility of the Eligible Procurement Unit. The exercise of any rights, responsibilities or remedies by the Eligible Procurement Unit shall be the exclusive obligation of such unit. The Town assumes no responsibility for payment, performance or any liability or obligation associated with any cooperative procurement under this Agreement. The Town shall not be responsible for any disputes arising out of transactions made by others. 13.22 Special Provisions. The Contract created by this request and the resulting request for qualifications will automatically renew for up to four successive one-year terms, unless the Vendor notifies the Town in writing of its desire to terminate the Contract. If extended, the then-current prices shall be applicable during the subsequent renewal year unless the Vendor notifies the Town in writing of any rate increase and the Town approves the increase with an authorized signature, prior to the end of the then-current term. [SIGNATURES ON FOLLOWING PAGES] B-17 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: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGES] B-18 “Contractor” GEUTHER ELECTRICAL, LLC., a(n) Arizona Limited Liability Company By: Name: Title: EXHIBIT A TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND GEUTHER ELECTRICAL, LLC. [Contractor’s SOQ] See following pages. .. ,. < T ••:•• -- ~ . >,!:UTHERii:lECTRICAl,11.C. ' .� . -. --� " ~- -� -,._, ... -,,-.·--. . -. -.. ,. ---. .. . . � . Statement $!Quatif.i�lions . -' ' 74HJ. GllBEIU RO., STE 124 The UJldersigneq certifies under� the truth and correctness of all statements and of all answers to questions made PMB193 hereinafter. GILBERT, AZ85234 Company Name ; GEUTHER ELECTRICAL, LLC Mailing Address City/State Zip Code 745 N. GILBERT RD., SUITE 124 PMB 193 GILBERT.AZ 85234 D Corporation □IndividualD Partnership D .Joint Venture IE! Limited Liability Corp D Other Contact$ .. Name I Telephone No. Fax No. DANIEL GEUTHER (PRESIDENl) (480)353-8650Principal Office E-Mail Address 3400 N. ARIZONA AVE., SUITE 118 CHANDLER, AZ 85225 Name GEUTHERELECTRIC@GMAIL.COM l Telephone No. Fax No. GERRY GEUTHER (PROJECT MANAGER) (480)812-5219Principal Office E-Mail Address 3400 N. ARIZONA A VE., SUITE 118 CHANDLER, AZ 85225 GRG 83AZ@YAHOO.COM Name I Telephone No. Fax No. HAILEY KRUGER (OFFICE ADMIN) _{480) 254-7099 Principal Office E-Mail Address3400 N. ARIZONA AVE., SUITE 118 CHANDLER, AZ 85225 GEUTHERELECTRICc@GMAIL.COMMajorSuppliers. Company Name Contact CONSOLIDATED ELECTRICAL DISTRIBUTORS, INC. RICHARD TUEY Address Telephone No. 640 W. CENTENNIAL BLVD., SUITE B CASA GRANDE, AZ 85122 (520)426--7900Company Name Contact : INDEPENDENT ELECTRIC SUPLY, INC. KERRYE MOSLEY Address •' Telephone No. 4707 E. BASELINE RD .• SUITE 150 PHOENIX, AZ 85042-6430 (480)308-05001 Type of business: SPECIAL TY COMMERCIAL, ELECTRICAL 2 How many years has your organi7.ation been in business as an Electrical Contractor? 15YEARS 3 How many years bas your organi7.ation been in business under its present business name? 15YEARS 4 If an individual, limited liability company, or a partnership, answer the following: Date of organization: Type of organization: DECEMBER 29, 2004 LIMITED LIABILITY CORPORATION Name and address of authorized member: Daniel Geuther, 745 N. Gilbert Rd. Ste 124 PMB 193 Gilbert, AZ 85234 Company Registration and License numbers: ROG #204901 / Town of Fountain Hills Business license #5591 ,,,--...__ 5 Has your organization ever failed to complete any work awarded to you? 'lNo) Yes Ifyes, attach details. 6 Within the last five (5) years, has any officer, manager, member, or partner of your organization been an officer, manager, m5r, or partner of another organi7.ation that bas failed to complete a contract? · N Yes Ifyes, attach details. 7 Provide a list of major projects completed: o Fountain Hills SanitaJy District, 16941 E. Pepperwood Circle, Fountain Hills, AZ 85268-2901 Timsheperd@az-fhsd.gov Tun Shepard (480)797-1095 1.) Pump Station 19, Replaced 6 existing fluorescent light fixtures with vapor tight LED fixtures to prevent corrosion, and lower operating cost. Work completed 3/3/2020 2.) Pump Stations 1, 3, 5, 14, 18, 19, 24, Installed main power (fVSS) transient voltage surge suppressors at various pump stations throughout the Town of Fountain Hills. Work Completed 9/8/2020 Duration: 2 stations per day o Town of Florence, 755 N. Main Street P.O. Box 2670, Florence, AZ 85132timm.wainscott@florenceaz.gov Tim Wainscott (520)251-2131 1.) North Plant Installed conduit and wiring for bar screen high level alarm circuit. Wired alarm circuit into autodialer, and tested for proper operation. Work completed 6/12/2020 o Arizona Water Company 3805 N Black Canyon Hwy Phoenix, AZ 85015 Wkimberlin@azwater.com Will Kimberline (602)206-37651.) Stanfield Plant -Replaced motor control panel for decant pump. Tested manual and automatic control operation. Work Completed 7/8/2020 8 Key personnel and experience: Mike Fry -Electrician, 20 years of experience Dan Geuther -Electrician, 42 years of experience Gerry Geuther -Electrician, 18 years of experience Zachary Jensen -Electrician, 6 years of experience Antonio Venegas -Electrician, 25 years of experience B-1 Contract No. 2021-008B JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HAWKEYE ELECTRIC, INC. THIS JOB ORDER MASTER AGREEMENT (this “Contract”) is entered into as of November 17, 2020, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Hawkeye Electric, Inc., a(n) Arizona corporation (the “Contractor”). RECITALS A. The Town issued a Request for Qualifications, 2021-008, Electrical Services (the “RFQ”), a copy of which is on file in the Town Clerk’s Office and incorporated herein by reference, seeking statements of qualifications from vendors for professional consulting services. B. The Contractor submitted a Statement of Qualifications (the “SOQ”) in response to the RFQ, attached hereto as Exhibit A and incorporated herein by reference, and the Town desires to enter into an Agreement with the Contractor for Electrical Services (the “Services”). 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 Contractor hereby agree as follows: 1. Term of Contract. This Contract shall be effective as of the date first set forth above and shall remain in full force and effect for one year with up to four (one) year renewable options. 2. Job Order Master Contract Process. 2.1 Indefinite Delivery and Quantity. This Contract establishes an indefinite delivery, indefinite quantity, Job Order Contract for such Electrical Services within the scope of this Contract as Town may request from time to time by issuance of an individual Job Order for each Project. A separate Job Order will be issued for each Project describing the specific Work to be performed by the Contractor for that Project. 2.2 Town shall have the right to perform work of the types included in this Contract itself or to have other Contractors perform such work. 2.3 This Contract does not obligate or require Town to offer any Job Order to Contractor and no Contract will exist for any specific Work until a Job Order for such Work has been fully executed by Town and Contractor. B-2 2.4 Scope of Work Under This Contract. The Contractor will provide all labor, tools, management, materials, parts and supplies, equipment, and transportation necessary to furnish a broad range of electrical services at various locations throughout the Town of Fountain Hills on an as-needed basis. Electrical services will include troubleshooting and repair of existing electrical systems, installation of new electrical components, general maintenance, and may include responses to emergency calls outside of normal Town operating hours. 2.5 Contract Price for Each Job Order. The amount to be paid by Town for the Project under each Job Order is the Contract Price for the Job Order. The Contract Price includes the Contract Price for the Work. The Contract Price for any Job Order may be a Fixed Price or a Guaranteed Maximum Price (GMP), subject to the following: A. The cumulative sum of the Job Orders performed by Contractor during any twelve (12) month period shall not exceed $125,000.00. B. There is no limit on the number of Job Orders that the Town may issue to Contractor during any twelve (12) month period of this Contract or during the entire period this Contract is in effect. C. Contractor may not refuse any Job Order under this Contract properly issued by Town, unless Contractor explains, in writing and to Town’s satisfaction, that the scope of work under a specific Job Order is poorly defined or hazardous to health or safety. 3. Performance of the Work. 3.1 Specifications. The Maricopa Association of Governments, Uniform Standard Specifications for Public Works Construction, current edition (“MAG Specifications”), Maricopa Association of Governments, Standard Details for Public Works Construction, current edition (“MAG Details”), have been adopted by Town and shall apply to the Work, to the extent applicable. In addition, to the extent Town has adopted its own Town Specifications, and/or Supplements and/or Modifications to the MAG Specifications or MAG Details (collectively the “Town Specifications”), those Town Specifications shall apply to the Work when and where appropriate and the Contractor shall fully comply therewith. Any questions or concerns about the applicability of any specific MAG or Town Specifications to the Work shall be directed in writing to the Project Engineer. The MAG Specifications, MAG Details and Town Specifications are incorporated into the Contract. 3.2 Coordination. Contractor shall also cooperate with Town in communicating with, obtaining necessary approvals or permits from, and responding to, any applicable government entity or regulatory agency, including participation in any hearings or meetings. 3.3 Extra Work/Changes in the Work/Approvals. Town reserves the right to make such changes in the plans and specifications for the Work, within the general scope B-3 thereof, as it may deem appropriate and any such change as set forth in a written Change Order or Extra Work Order shall be deemed a part of this Contract as if originally incorporated herein. A. Contractor shall not be entitled to payment for additional work unless a written Change Order or Extra Work Order, in form and content prescribed by Town, has been executed by Town prior to starting the additional work; on all such Change Orders and Extra Work Orders, Contractor shall specify the increased and/or decreased costs and whether it believes any extensions of time will be necessary to complete its Work as modified by the Change Order or Extra Work Order. In no event, however, will the Contractor be entitled to collect for overhead and profit for such changes more than the percentages of Contractor’s actual and direct cost incurred in such change as set forth in the corresponding Change Order. If additional work is performed on the basis of an Extra Work Order, a corresponding Change Order shall be prepared, approved and processed by Town before payment can be made to Contractor. B. Upon request by Town, Contractor shall submit for Town’s prior approval all samples, product data, shop drawings on all materials, systems, and equipment to be incorporated into the Work. C. The Project Manager shall be designated by the Town. All communications concerning performance of the Work or the Project shall be provided to the designated Project Manager, who has the authority to act on behalf of Town, as delineated and limited by the Contract Documents and applicable law. The Project Manager has no authority to bind Town or Town Council in contravention of any Town Code, State, or Federal statute or regulation, or this Contract. Project communications may be exchanged by e-mail upon the written agreement of the Project Manager and Contractor, but e-mail communications are not binding upon Town and cannot change the terms of the Contract or the scope of Work, or effectuate any change that requires a written change order. The use of e-mails is for information only, and e-mails will have no legal or binding effect. 3.4 Time/Float. Contractor shall strictly comply with the Project schedule approved in writing by Town (the “Contract Time”). The Contract Time shall start with the Notice to Proceed and end with final acceptance of the Work. Contractor shall commence performance of the Work and complete the Project through both substantial completion and final acceptance within the Contract Time, and failure to do so shall be a material breach of the Contract. A. Time is of the essence of the Contract, for each Project, for the Work, and for each phase and/or designated milestone thereof. B. No modification to the Contract Documents or the Contract Time shall be effective unless approved in writing, in advance, by Town. C. The total float time within the overall schedule is for the exclusive use of Town, but Town may approve Contractor’s use of float as needed to meet contract milestones and the Project completion date. B-4 4. Payments. Payments shall be made as follows: 4.1 Progress Payments. A. Progress billings will be processed monthly starting upon Project commencement. B. Contractor billings shall be submitted on Contractor’s typical invoice form. C. A list of all suppliers (including name, contact information and phone numbers) to be used by Contractor must be received and approved by Town, prior to release of Contractor’s monthly progress payment. Town’s approval of Contractor’s suppliers shall not release Contractor from any of its obligations under this Contract, including without limitation, Contractor’s indemnification, and insurance obligations. D. If required by Town, Contractor will be required to execute an Unconditional Waiver and Release on Progress Payment or Unconditional Waiver and Release on final payment contemporaneously with the receipt of partial or final payments, or other form of acknowledgment of payment and/or release of claims as required by Town, as well as unconditional lien waivers executed by subcontractors and/or suppliers who have provided labor, materials, or rental equipment to Contractor. Payments of any amounts covered by any conditional lien waivers may, at Town’s sole discretion, be made by joint check issued to the Contractor and the subcontractor or supplier. E. Contractor shall submit all other supporting documentation substantiating its Invoice as may be reasonably required by the Engineer, Project Manager, Town, and applicable laws. 4.2 Final Payment. Final payment including retainage shall be paid only after: (i) the Work has been fully completed (including completion of all incorrect or incomplete work items) and accepted by Town; (ii) necessary operating manuals, any excess materials and supplies necessary for matching materials and supplies incorporated into the Work, and complete “as-built” drawings, plans and specifications have been delivered to Town; (iii) if required by Town, full and unconditional lien waivers and releases by Contractor and any person performing labor or supplying material, machinery, fixtures, or tools for the Work have been delivered to Town; (iv) all conditions and requirements imposed by Town or any financing entity for the corresponding disbursement have been met; and (v) Contractor delivers to Town an Invoice requesting payment. The Contract number must be referenced on all invoices. 4.3 Town’s Right to Withhold Payment. Town may withhold payment to such extent as may be necessary in Town’s opinion to protect Town from loss for which the Contractor is responsible, including, without limitation: B-5 A. defective Work not remedied; B. third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to Town is provided by the Contractor; C. failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; D. reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; E. damage to Town or another contractor; F. reasonable evidence that the Work will not be completed within the Contract Time (or otherwise by Town), and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or G. persistent failure to carry out the Work in accordance with the Contract Documents. 4.4 Joint/Direct Checks. Payments to Contractor may be made by checks payable jointly to Contractor and its employees, agents, subcontractors and suppliers, or any of them, and when in the sole opinion of Town it is advisable, payments may be made directly to Contractor's subcontractors and any amount so paid shall be deducted from the amounts owed to Contractor under this Contract. 4.5 Payment Not A Waiver. No payment (nor use or occupancy of the Project by Town) shall be deemed acceptance or approval of the Work or as a waiver of any claims, rights, or remedies of Town. 4.6 Liens and Bond Claims. Contractor shall make all payments, in the time required, of all labor and materials furnished to Contractor in the course of the Work and shall promptly furnish evidence of such payments as Town may require. Contractor shall pay when due all claims arising out of performance of the Work covered by this Contract for which a lien may be filed either against the real estate or leasehold interest of Town, or against payments due from Town to Contractor, or for which a claim may be made against any payment or performance bond or both. To the fullest extent permitted by law, Contractor agrees that no liens or other claims in the nature of a lien against the real estate, leasehold, or other interest of Town, against payment due from Town to Contractor, or against any payment or performance bond, shall be filed or made in connection with the Work by any party who has supplied professional services, labor, materials, machinery, fixtures, tools, or equipment used in or in connection with the performance of this Contract, and Contractor agrees to remove or to cause to be removed any such liens or claims in the nature of a lien or bond claim within ten (10) days upon receiving notice or obtaining actual knowledge of the existence of such liens or claims. In addition, Contractor agrees to defend, indemnify, and hold harmless Town from and against any and all such liens and claims. This paragraph does not apply to claims and liens of Contractor due to non-payment for Work performed. B-6 5. Documents. All documents, including any intellectual property rights thereto, prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town. 6. Contractor Personnel. Contractor shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. Contractor agrees to assign specific individuals to key positions. Contractor agrees that, upon commencement of the Services to be performed under this Agreement, key personnel shall not be removed or replaced without prior written notice to the Town. If key personnel are not available to perform the Services for a continuous period exceeding 30 calendar days, or are expected to devote substantially less effort to the Services than initially anticipated, Contractor shall immediately notify the Town of same and shall, subject to the concurrence of the Town, replace such personnel with personnel possessing substantially equal ability and qualifications. 7. Inspection; Acceptance. All work shall be subject to inspection and acceptance by the Town at reasonable times during Contractor’s performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the Town. 8. Licenses; Materials. Contractor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor, without limitation, all of Contractor’s applicable licenses issued by the Arizona Registrar of Contractors. The Town has no obligation to provide Contractor, its employees or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement. The Town has no obligation to provide tools, equipment or material to Contractor. 9. Work Standards, Warranties, and Correction of Work. All materials and any other items incorporated into the Work shall be new, and all Work shall be of good and workmanlike quality and completed in strict conformance with all applicable laws, rules and regulations and the plans, specifications, schedules, Contract Documents and all other terms and conditions of the Contract. 9.1 Express Warranties. Within fourteen (14) days of the completion of the Work (or at such earlier time as requested by Town), Contractor shall execute and deliver to Town all warranties regarding the Work required by the Project plans and specifications. These warranties shall be in form and content satisfactory to Town, and any other person reasonably requested by Town, or Town’s lender(s). 9.2 Standard Warranty. In the absence of any requirement for warranties in the Project specifications, Contractor hereby warrants that the Work shall be free of any defects in quality or workmanship for a period of two (2) years after the date of completion and acceptance of the Project by Town. 9.3 Correction of Work. The Contractor shall promptly correct Work rejected by the Project Engineer, Project Manager, or Town as failing to conform to the requirements of the Contract Documents. The Contractor shall bear the cost of correcting such rejected Work. In addition to the Contractor’s other obligations including warranties under the Contract, the B-7 Contractor shall, for a period of (two) 2 years after Substantial Completion, correct work not conforming to the requirements of the Contract Documents. If the Contractor fails to correct nonconforming Work within a reasonable time, Town may correct it and the Contractor shall reimburse Town for the cost of correction. 10. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Town and each council member, officer, employee or agent thereof (the Town and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”) to the extent that such Claims (or actions in respect thereof) are caused by the negligent acts, recklessness or intentional misconduct of the Contractor, its officers, employees, agents, or any tier of subcontractor in connection with Contractor’s work or services in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section. 11. Insurance. 11.1 General. A. Insurer Qualifications. Without limiting any obligations or liabilities of Contractor, Contractor shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town. Failure to maintain insurance as specified herein may result in termination of this Agreement at the Town’s option. B. No Representation of Coverage Adequacy. By requiring insurance herein, the Town does not represent that coverage and limits will be adequate to protect Contractor. The Town reserves the right to review any and all of the insurance policies and/or endorsements cited in this Agreement but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. C. Additional Insured. All insurance coverage, except Workers’ Compensation insurance and Professional Liability insurance, if applicable, shall name, to the fullest extent permitted by law for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees as Additional Insured as specified under the respective coverage sections of this Agreement. D. Coverage Term. All insurance required herein shall be maintained in full force and effect until all work or services required to be performed under the terms B-8 of this Agreement are satisfactorily performed, completed and formally accepted by the Town, unless specified otherwise in this Agreement. E. Primary Insurance. Contractor’s insurance shall be primary insurance with respect to performance of this Agreement and in the protection of the Town as an Additional Insured. F. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. G. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Contractor. Contractor shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. H. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self- insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Contractor shall be solely responsible for any such deductible or self-insured retention amount. I. Use of Subcontractors. If any work under this Agreement is subcontracted in any way, Contractor shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Section and insurance requirements set forth herein protecting the Town and Contractor. Contractor shall be responsible for executing any agreements with its subcontractors and obtaining certificates of insurance verifying the insurance requirements. J. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Contractor will provide the Town with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of the insurance policies as required by this Agreement, issued by Contractor’s insurance insurer(s) as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverages, conditions and limits of coverage specified in this Agreement and that such coverage and provisions are in full force and effect. Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The Town shall reasonably rely upon the certificates of insurance and declaration page(s) of the insurance policies as evidence of coverage but such acceptance and reliance shall not waive or alter in any way the B-9 insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement, it shall be Contractor’s responsibility to forward renewal certificates and declaration page(s) to the Town 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing the RFQ number and title or this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate RFQ number and title or a reference to this Agreement, as applicable. Additionally, certificates of insurance and declaration page(s) of the insurance policies submitted without referencing the appropriate RFQ number and title or a reference to this Agreement, as applicable, will be subject to rejection and may be returned or discarded. Certificates of insurance and declaration page(s) shall specifically include the following provisions: (1) The Town, its agents, representatives, officers, directors, officials and employees are Additional Insureds as follows: (a) Commercial General Liability – Under Insurance Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent. (b) Auto Liability – Under ISO Form CA 20 48 or equivalent. (c) Excess Liability – Follow Form to underlying insurance. (2) Contractor’s insurance shall be primary insurance with respect to performance of this Agreement. (3) All policies, except for Professional Liability, including Workers’ Compensation, waive rights of recovery (subrogation) against Town, its agents, representatives, officers, officials and employees for any claims arising out of work or services performed by Contractor under this Agreement. (4) ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the phrases in the cancellation provision “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives” shall be deleted. Certificate forms other than ACORD form shall have similar restrictive language deleted. 11.2 Required Insurance Coverage. A. Commercial General Liability. Contractor shall maintain “occurrence” form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy B-10 shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal injury and advertising injury. Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including but not limited to, separation of insured’s clause. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, officials and employees shall be cited as an Additional Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of “your work” for that insured by or for you.” If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. B. Vehicle Liability. Contractor shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Contractor’s owned, hired and non-owned vehicles assigned to or used in the performance of the Contractor’s work or services under this Agreement. Coverage will be at least as broad as ISO coverage code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees shall be cited as an Additional Insured under ISO Business Auto policy Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. C. Professional Liability. If this Agreement is the subject of any professional services or work, or if the Contractor engages in any professional services or work in any way related to performing the work under this Agreement, the Contractor shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Contractor, or anyone employed by the Contractor, or anyone for whose negligent acts, mistakes, errors and omissions the Contractor is legally liable, with an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate. D. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Contractor’s employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit. 11.3 Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town. 12. Termination; Cancellation. B-11 12.1 For Town’s Convenience. This Agreement is for the convenience of the Town and, as such, may be terminated without cause after receipt by Contractor of written notice by the Town. Upon termination for convenience, Contractor shall be paid for all undisputed services performed to the termination date. 12.2 For Cause. If either party fails to perform any obligation pursuant to this Agreement and such party fails to cure its nonperformance within 30 days after notice of nonperformance is given by the non-defaulting party, such party will be in default. In the event of such default, the non-defaulting party may terminate this Agreement immediately for cause and will have all remedies that are available to it at law or in equity including, without limitation, the remedy of specific performance. If the nature of the defaulting party’s nonperformance is such that it cannot reasonably be cured within 30 days, then the defaulting party will have such additional periods of time as may be reasonably necessary under the circumstances, provided the defaulting party immediately (A) provides written notice to the non-defaulting party and (B) commences to cure its nonperformance and thereafter diligently continues to completion the cure of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of such termination for cause, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.3 Due to Work Stoppage. This Agreement may be terminated by the Town upon 30 days’ written notice to Contractor in the event that the Services are permanently abandoned. In the event of such termination due to work stoppage, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further obligations by the Town or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a consultant to any other party of this Agreement with respect to the subject matter of this Agreement. 12.5 Gratuities. The Town may, by written notice to the Contractor, cancel this Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer, agent or employee of the Town for the purpose of securing this Agreement. In the event this Agreement is canceled by the Town pursuant to this provision, the Town shall be entitled, in addition to any other rights and remedies, to recover and withhold from the Contractor an amount equal to 150% of the gratuity. 12.6 Agreement Subject to Appropriation. This Agreement is subject to the provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of this Agreement for payment of funds by the Town shall be effective when funds are appropriated for purposes of this Agreement and are actually available for payment. The Town shall be the sole judge and authority in determining the availability of funds under this Agreement and the Town shall keep the Contractor fully informed as to the availability of funds for this Agreement. B-12 The obligation of the Town to make any payment pursuant to this Agreement is a current expense of the Town, payable exclusively from such annual appropriations, and is not a general obligation or indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town and the Contractor shall be relieved of any subsequent obligation under this Agreement. 12.7 Upon any termination of the Contract, no further payments shall be due from Town to Contractor unless and until Contractor has delivered to Town any and all documentation required to be maintained by Contractor or provided by Contractor to Town. 12.8 Under no circumstances shall Town have any liability for any costs, expenses, overhead, or profits in relation to any work not actually performed, or for any future or anticipated profits, recovery, damages, expenses, or loses. 13. Miscellaneous. 13.1 Independent Contractor. It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Contractor acknowledges and agrees that the Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the Town. Contractor, its employees and subcontractors are not entitled to workers’ compensation benefits from the Town. The Town does not have the authority to supervise or control the actual work of Contractor, its employees or subcontractors. The Contractor, and not the Town, shall determine the time of its performance of the Services provided under this Agreement so long as Contractor meets the requirements of its agreed Scope of Work as set forth in Section 2 above. Contractor is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and Contractor do not intend to nor will they combine business operations under this Agreement. 13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 13.3 Laws and Regulations. Contractor shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Contractor is responsible abides by, and remains in compliance with, all rules, regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A) existing and future Town and County ordinances and regulations; (B) existing and future State and Federal laws; and (C) existing and future Occupational Safety and Health Administration standards. 13.4 Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the Town and the Contractor. B-13 13.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 13.6 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of, review of, and entry into this Agreement. 13.8 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by Contractor without prior, written permission of the Town, signed by the Town Manager. Any attempted assignment or delegation by Contractor in violation of this provision shall be a breach of this Agreement by Contractor. 13.9 Subcontracts. No subcontract shall be entered into by the Contractor with any other party to furnish any of the material or services specified herein without the prior written approval of the Town. The Contractor is responsible for performance under this Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material breach of this Agreement by Contractor. 13.10 Rights and Remedies. No provision in this Agreement shall be construed, expressly or by implication, as waiver by the Town of any existing or future right and/or remedy available by law in the event of any claim of default or breach of this Agreement. The failure of the Town to insist upon the strict performance of any term or condition of this Agreement or to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the Town’s acceptance of and payment for services, shall not release the Contractor from any responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the Town to insist upon the strict performance of this Agreement. 13.11 Attorneys’ Fees. In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Agreement or on account of any breach or default hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a jury, which B-14 shall be deemed to have accrued on the commencement of such action and shall be enforced whether or not such action is prosecuted through judgment. 13.12 Liens. All materials or services shall be free of all liens and, if the Town requests, a formal release of all liens shall be delivered to the Town. 13.13 Offset. A. Offset for Damages. In addition to all other remedies at law or equity, the Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for damages resulting from breach or deficiencies in performance or breach of any obligation under this Agreement. B. Offset for Delinquent Fees or Taxes. The Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for delinquent fees, transaction privilege taxes and property taxes, including any interest or penalties. 13.14 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: Town of Fountain Hills 4711 East Falcon Drive, Suite 111 Mesa, Arizona 85215 Attn: Aaron D. Arnson, Town Attorney If to Contractor: Hawkeye Electric, Inc. 10 South Roosevelt Ave. Chandler, Arizona 85226 Attn: Pete Trowbridge, President or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and B-15 refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 13.15 Confidentiality of Records. The Contractor shall establish and maintain procedures and controls that are acceptable to the Town for the purpose of ensuring that information contained in its records or obtained from the Town or from others in carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or employees, except as required to perform Contractor’s duties under this Agreement. Persons requesting such information should be referred to the Town. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under this Agreement. 13.16 Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under subsection 13.17 below, Contractor’s and its subcontractor’s books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit (A) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (B) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary for the Town to audit Records as set forth in this subsection, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this subsection. The Town shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractor’s failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 13.18 Israel. Contractor 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. B-16 13.19 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Scope of Work, the Fee Proposal, the RFQ and the Contractor’s SOQ, the documents shall govern in the order listed herein. 13.20 Non-Exclusive Contract. This Agreement is entered into with the understanding and agreement that it is for the sole convenience of the Town. The Town reserves the right to obtain like goods and services from another source when necessary. 13.21 Cooperative Purchasing. Specific eligible political subdivisions and nonprofit educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted to utilize procurement agreements developed by the Town, at their discretion and with the agreement of the awarded Contractor. Contractor may, at its sole discretion, accept orders from Eligible Procurement Unit(s) for the purchase of the Materials and/or Services at the prices and under the terms and conditions of this Agreement, in such quantities and configurations as may be agreed upon between the parties. All cooperative procurements under this Agreement shall be transacted solely between the requesting Eligible Procurement Unit and Contractor. Payment for such purchases will be the sole responsibility of the Eligible Procurement Unit. The exercise of any rights, responsibilities or remedies by the Eligible Procurement Unit shall be the exclusive obligation of such unit. The Town assumes no responsibility for payment, performance or any liability or obligation associated with any cooperative procurement under this Agreement. The Town shall not be responsible for any disputes arising out of transactions made by others. 13.22 Special Provisions. The Contract created by this request and the resulting request for qualifications will automatically renew for up to four successive one-year terms, unless the Vendor notifies the Town in writing of its desire to terminate the Contract. If extended, the then-current prices shall be applicable during the subsequent renewal year unless the Vendor notifies the Town in writing of any rate increase and the Town approves the increase with an authorized signature, prior to the end of the then-current term. [SIGNATURES ON FOLLOWING PAGES] B-17 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: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGES] B-18 “Contractor” HAWKEYE ELECTRIC, INC., a(n) Arizona Corporation By: Name: Title: EXHIBIT A TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HAWKEYE ELECTRIC, INC. [Contractor’s SOQ] See following pages. STATEMENT OF QUALIFICATIONS P: 480.784.6800 F: 480.784.6860 ROC C-11 151297 www.hawkeyeelectric.com 10 S. Roosevelt Avenue Chandler, AZ 85226 ❖ ❖ Statement of Qualifications for General Electrical Services Town of Fountain Hills Solicitation Number 2021-008 Due Date: Thursday, September 24, 2020 Due Time: 1:00 p.m. (Arizona Time) A. General Information 1. 1-page cover letter 2. Vendor identification information 3. Principal office location 4. General vendor description 5. Contracts terminated 6. Claims 7. Debarment 8. Vendor Info Form B. Experience & Qualifications 1. Experience description 2. Similar completed projects 3. Licensing information C. Key Positions 1. Key personnel members 2. Resume – Pete Trowbridge 3. Resume – Mike Roth 4. Resume – Pascal Halle STATEMENT OF QUALIFICATIONS FOR: GENERAL ELECTRICAL SERVICES TOWN OF FOUNTAIN HILLS SOLICITATION NUMBER 2021-008 TABLE OF CONTENTS 10 S. Roosevelt Avenue, Chandler, AZ 85226 Phone: 480.784.6800 ∙ Fax: 480.784.6860 WWW.HAWKEYEELECTRIC.COM ROC C11 151297 September 24, 2020 Mr. Kevin Snipes Community Services Department Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, Arizona 85268 RE: Response to Request for Statement of Qualifications General Electrical Services Solicitation Number 2021-008 Dear Mr. Snipes, On behalf of Hawkeye Electric, Inc., I am pleased to present our enclosed response to the above- referenced solicitation. We appreciate the opportunity to be considered as a potential vendor for the Town of Fountain Hills. Hawkeye Electric is proud to offer a strong, committed team of construction professionals and skilled tradesmen who will provide maximum value for you via effective and efficient project management. Following are some important benefits of selecting Hawkeye Electric as your JOC Contract partner: ➢ Proven Experience: With a proven track record successfully completing hundreds of commercial and government projects throughout Arizona, Hawkeye understands the logistical dynamics involved with working within active facilities. Our management programs include tools, systems, and procedures developed over time to guide the Project Team as we prepare and execute an insightful, thorough plan for your projects. ➢ JOC Project Experience: Hawkeye currently holds multi-year electrical service contracts with numerous public agencies in and around Maricopa County and have successfully rendered electrical services on hundreds of projects procured through the JOC delivery method dating back to 2014. We are confident Hawkeye’s experience and capabilities make us the right team to effectively service the Town of Fountain Hills electrical needs. Thanks again for the opportunity to be considered for this important contract. Sincerely, Pete Trowbridge President, Hawkeye Electric, Inc. Cell: 602.696.4402 Email: pete@hawkeyeelectric.com GENERAL INFORMATION VENDOR IDENTIFICATION INFORMATION Legal Name: Hawkeye Electric, Inc. Address: 10 S. Roosevelt Avenue, Chandler, AZ 85226 Employers ID Number: 87-0972617 Legal Organization Type: S Corporation Contact for SOQ Questions: Pete Trowbridge, President, Hawkeye Electric 10 S. Roosevelt Avenue, Chandler, AZ 85226 (480) 374.4120, Pete@HawkeyeElectric.com LOCATION Hawkeye’s principal and only office location is 10 S. Roosevelt Avenue, Chandler, AZ 85226. GENERAL DESCRIPTION Hawkeye is a Chandler-based S-Corp that holds C11 & B1 contracting licenses with the Arizona Registrar of Contractors. The company specializes in commercial, service, & JOC contract electrical work throughout the State of Arizona. Since its inception in 1999, Hawkeye has completed hundreds of projects in commercial and governmental contracting throughout the southwestern United States and grown to become Arizona’s eighth largest electrical contracting company1. CONTRACT HISTORY There have been no contracts or subcontracts held by Hawkeye Electric or officers of Hawkeye Electric that have been terminated. CLAIM HISTORY Hawkeye Electric has had no claims arising from a contract that resulted in litigation or arbitration within the last five years. DEBARMENT HISTORY Neither Hawkeye nor any of its’ Principals have ever been debarred by any federal, state, or local government entity. VENDOR INFORMATION FORM – SEE NEXT PAGE 1 Phoenix Business Journal Book of Lists 2018-19 TOWN OF FOUNTAIN HILLS COMMUNITY SERVICES DEPARTMENT 2020-008 945164.3 iv IV. Vendor Information By submitting an SOQ, the submitting Vendor certifies that it has reviewed the entire RFQ, including Appendix A and Appendix B, if awarded the Agreement, agrees to be bound by all terms and conditions contained therein. VENDOR SUBMITTING SOQ FEDERAL TAX ID NUMBER PRINTED NAME AND TITLE AUTHORIZED SIGNATURE ADDRESS TELEPHONE FAX # CITY STATE ZIP DATE WEB SITE: E-MAIL ADDRESS: ROC License Numbers and Classifications: __________________________________________ SMALL, MINORITY, DISADVANTAGED AND WOMEN-OWNED BUSINESS ENTERPRISES (check appropriate item(s): Small Business Enterprise (SBE) Minority Business Enterprise (MBE) Disadvantaged Business Enterprise (DBE) Women-Owned Business Enterprise (WBE) Has the Vendor been certified by any jurisdiction in Arizona as a minority or woman-owned business enterprise? If yes, please provide details and documentation of the certification. EXPERIENCE DESCRIPTION OF EXPERIENCE PROVIDING SIMILAR SERVICES Hawkeye appreciates the opportunity to present its qualifications and experience in this submittal for the Town of Fountain Hills General Electrical Services JOC Contract. Hawkeye has significant experience successfully delivering top notch electrical contracting services through multi-year on-call contracts. The company’s experience in providing electrical JOC contracting services to public agencies is all encompassing. Hawkeye is accustomed to serving as the prime in this role providing leadership in all facets of the process. At the beginning of task orders, our managers participate in preliminary meetings and job walks with the owner and designers to assist with design development and early identification of project challenges. Throughout execution of task orders, we assign highly qualified technicians to execute code compliant professional electrical installations. In addition to being an electrical contractor, Hawkeye also has a general contractor’s license and a plethora of experience serving in the GC role. With that said, the company has extensive experience subcontracting and overseeing 3rd party performance of ancillary related work scopes including professional surveying services, grading and paving, landscaping & irrigation, concrete, masonry, caulking & painting and many others. HAWKEYE GENERAL ELECTRICAL SERVICES EXPERIENCE Other current job order contracts held by Hawkeye with governmental organizations in and around the Phoenix Area include: CURRENT PUBLIC AGENCY MULTI-YEAR CONTRACTS ✓ City of Phoenix Street Transportation Department – IFB 19-047 (awarded 05-20-19) ✓ City of Phoenix Street Transportation Department – JOC Contract No. 143971 – LED Lighting Replacement ✓ Maricopa County Facilities Management Contract Serial 171091 S – Re- lamping and Repair Services ✓ Maricopa County Facilities Management Contract JOC 200037 (Electrical General Services) ✓ Maricopa County Facilities Management Contract JOC 200060 (Maricopa County Parks) ✓ 1GPA – Contract No. 17- 13PV-03 Electrical & Lighting Products and Services ✓ Arizona State University – Single Shop Trade Contract No. 231801 ✓ Gilbert Public Schools 18- 01-08-22 Maintenance Services ✓ City of Glendale Agreement C17-0570 ✓ City of Mesa – JOC EL-20 ✓ City of Scottsdale – 2019- 185-COS ✓Service Entrance Section Thermal Imaging ✓Electrical Distribution Troubleshooting and Preventative Maintenance ✓LED Upgrades & Retrofits ✓Design Assist/Design Build ✓Commissioning Services ✓Fire Alarm & Voice/Data ✓Lighting Audits / Reporting ✓Photovoltaic Design & Installation ✓Commissioning Services ✓Value Engineering ✓Infrared Thermal Scanning / Reporting ✓Life Cycle Cost Analysis ✓Electrical Code Compliance Auditing and Reporting EXPERIENCE RECENT SUCCESSFUL HAWKEYE JOC TASK ORDERS City of Phoenix Project Names City of Phoenix Project Numbers Values Encanto Park Electrical Improvements COP Project Number PA75200112-1 $609,956 Mountain View Park Electrical Upgrades COP Project Number PA75200254 $608,418 Citywide Light Pole Struct. Remediation COP Project Number PA75200418 $452,453 Encanto Park Enchanted Island Lighting COP Project Number PA75200112-2 $130,965 Green Valley Park LED Sports Field Lighting COP Project Number PA75200106-1 $262,644 Pierce Park LED Sports Field Lighting COP Project Number PA75200483-1 $281,944 Villa de Park Park Sports Field Lighting COP Project Number PA75200154-1 $381,339 Sweetwater Park LED Sports Field Lighting COP Project Number PA75200474-1 $264,533 Maryvale Park LED Sports & Prkng Lighting COP Project Number PA75200482-7 $514,908 Smith Park Area LED Lighting Addition COP Project Number PA75200597-1 $96,280 Palma Park Sports Field LED Lighting COP Project Number PA75200473-1 $560,000 Glenrosa Trans. Facility Generators COP Project Number 70249142 $540,000 Phx City Hall Busway Replacement COP Project Number 70190062 $1,425,000 Other Public Agency Projects Values Other Public Agency Projects Values City of Chandler Irrigation Cabinet #1471 $23,985 City of Chandler Queen Creek Uplights $29,429 City of Chandler Price Road Uplights $19,632 City of Surprise Preliminary Call Box $1,607 City of Surprise Ottawa Call Box $13,640 Gilbert Public Schools – Gilbert High $4,949 Gilbert Public Schools Canyon Rim $22,130 Gilbert Public Schools Greenfield Jr High $4,065 Gilbert Public Schools Greenfield Tech $25,184 Gilbert Public Schools Copier Electrical $42,340 City of Glendale Main Library $9,900 City of Glendale Pump SES Troubleshoot $1,648 City of Glendale Pool Lighting $219.25 Maricopa Cty Fixture Parts Order $3,933.25 Maricopa Cty Impound / New #982 $9,627.55 Maricopa Cty Vehicle Process Bldg 1910 $2,446.75 Maricopa Cty Impound Warehouse $4,9895 Maricopa Cty 1901 Light Replacement $470 Maricopa Cty Building 1910 $1,797.24 Maricopa Cty South Tower Re-Lamp $84,067 Maricopa Cty White Tanks $629.13 REFERENCE JOC CLIENTS WITH CONTACT INFORMATION Reference #1: (a) Name: City of Phoenix (b) Contact Name: Mark Binelli (c) Address: 200 W. Washington St, 5th Flr, Phoenix, AZ 85003-1611 (d) Phone Number: (602) 534,3749 (e) Email: mark.binelli@phoenix.gov (f) Dates of Contract Initiation/Expiration: Hawkeye has been serving Mark on multiple JOC task orders dating back to approximately 2017. Hawkeye is currently supporting Mark serving as the prime JOC Contractor self-performing all work related to the replacement of the vertical busway distributing power throughout the 21-story Phoenix City Hall Building. Completion is scheduled for October of 2020. EXPERIENCE Reference #2: (a) Name: Arizona State University (b) Contact Name: Blaine Miller (c) Address: Tempe, Arizona (d) Phone Number: (602) 727.8836 (e) Email: blaine.miller@asu.edu (f) Dates of Contract Initiation/Expiration: Hawkeye has been serving ASU with general electrical and LED lighting retrofit/replacement services since 2018 and is currently still under contract providing on-call electrical and lighting services. Hawkeye’s largest project done for ASU thus far is LED lighting upgrades totaling $597,582 in contract value with lighting upgrades being completed at multiple buildings on ASU’s Tempe Campus. Reference #3: (a) Name: Maricopa County FMD (b) Contact Name: Eric Barcon (c) Address: 401 W. Jefferson Street, Phoenix, AZ, 85003 (d) Phone Number: (602) 372.1714 (e) Email: eric.barcon@maricopa.gov (f) Hawkeye currently has multiple JOC contracts with Maricopa County through which we have executed work for Eric Barcon in the FMD Department. In case the Town of Fountain Hills wishes to explore Hawkeye’s references further, following are some additional clients the company has successfully served via the JOC delivery method during the last five years: NAME TITLE ORGANIZATION CELL EMAIL James Gorombei Energy Mgmt. Specialist City of Phoenix (602) 374.0687 james.gorombei@phoenix.gov Albert Dutchover Director of Operations Gilbert Public Schools (480) 215.6390 albert.dutchover@gilbertschools.net Robert Johnson Facilities Project Planner City of Phoenix (602) 354.6419 robert.x.johnson@phoenix.gov Michael Courter Facilities Project Planner City of Phoenix (602) 374.0680 michael.courter@phoenix.gov LICENSING INFORMATION Electrical Contractor License General Contractor License License Number: 151297 License Number: 323971 License Classification: C-11 License Classification: B-1 Issuance Date: 01/03/2000 Issuance Date: 03/29/2019 Qualifying Party: Pat Tilton Qualifying Party: Pete Trowbridge Pat Tilton – Licensed EC since 2000 Pete Trowbridge – Licensed GC since 2000 as well KEY POSITIONS Hawkeye intends to service this new JOC Contract with the Town of Fountain Hills via primary liaisons Pete Trowbridge, Mike Roth, and Pascal Halle, with support from Troy Gallegos, Keith Shay, and various electrical Foremen, Technicians, and Journeymen. Resumes for key individuals are attached. The table below includes a description of the role to be filled by each individual in servicing this JOC Contract for the Town of Fountain Hills. NAME TITLE ROLE TIME DEDICATION TO THIS PROJECT Pete Trowbridge President Estimating, Contract Negotiation, and Contract Startup 100% during contract negotiation & establishing of working guidelines. Available as-needed thereafter. Mike Roth Service Dept. Mgr. Scheduling, Project Mgmt, Execution, & Closeout Mike and Pascal will collaborate on ensuring there is a PM assigned full time for management of every task order with larger jobs managed by Mike and smaller ones managed by Pascal Pascal Halle Service Dept. Mgr. Scheduling, Project Mgmt, Execution, & Closeout Foremen (multiple to be assigned) Foreman Self-Performance of work and Management of Journeymen Hawkeye has 35 Foremen on Staff. There will a Foreman on site 100% of the time during every project. Troy Gallegos Superintendent Weekly jobsite quality control inspections. Management of labor. Approx. 15%. Minor supporting role provided there are no problems. Increased role in event of issues. Keith Shay Safety Director Sporadic Jobsite Safety Auditing & Reporting. Development of Job Hazard Analyses as needed Approx. 15%. Minor supporting role provided there are no problems. Increased role in event of issues. KEY POSITIONS RELEVANT PROJECT EXPERIENCE FOR KEY TEAM MEMBERS CAREER SUMMARY 8 years Hawkeye Management General Contractor 2000 – Present Working in Phoenix Const. Industry since 1994 EDUCATION ASU Bachelor of Science Del E. Webb School of Construction LICENSING & CERTIFICATIONS Arizona ROC B1 158138 Arizona ROC B1 286918 City of Chandler Green Building Task Force IECA Board of Directors Gilbert Education Foundation Board of Directors CLIENT REFERENCES Steve Poulin Project Director, McCarthy 602.751.5072 AJ Alvarez Vice President Sun Eagle Corporation 602.757.4052 Bill Jackson Jackson Consultant LLC 602.513.1777 PETE TROWBRIDGE PARTNER & JOC CONTRACT MANAGER With 20 years of experience developing projects in the Phoenix commercial construction industry, Pete brings an impressive resume of public and private experience to your contract. Pete’s experience in construction contract management in the role of General Contractor equips him with a unique degree of experience and insight as a contract manager for a key trade contractor. SELECTED INDIVIDUAL PROJECT EXPERIENCE Mohave Educational Services Cooperative Contract Manager (Contract No. 10H-TTPC-1004) (Multiple JOC Contract Orders) (2010-2013) Prepared submittal and won Mohave Contract 10H-TTPC-1004. Over 4 year period of time, Pete managed multiple building projects procured through the contract including building addition projects to Tusayan Town Hall, Vernon Elementary School, and the Chinle & Kayenta Wellness Centers. Pete prepared all means-based estimates and overall all project management, serving as the liaison with Mohave for all contract and project-related coordination. Luke Air Force Base – IDIQ Team Pre-Construction Services Director (Glendale, AZ) (02/2013 – 09/2013) ($7.0MM over 13 projects) Prepared, submitted, and negotiated Means-Based estimates for design/build electrical IDIQ (Indefinite Delivery / Indefinite Quantity) project at Luke Air Force Base. Served as primary liaison representing general contractor, interfacing with Contracting Officers from LAFB 56th Contracting and Civil Engineering Squadrons. Pete’s efforts resulted in $7MM in Task Orders executed between LAFB & the general contractor, FMCI/RGE Joint Venture Partnership. Gila River Indian Community Dist. 3 Head Start Center – Estimator/Project Mgr (Sacaton, AZ) (10/2012 – 09/2013) ($7.2MM) Pete prepared & submitted statement of qualifications for CM@Risk project. Oversaw capabilities presentation. Was awarded preconstruction services contract. Performed all precon services. Negotiated & executed contract. Bought out all subcontracts & oversaw material procurement. Managed project through substantial completion. Completed under budget and 1 month ahead of schedule. Northwest Regional Courthouse – Estimator & Project Manager (Surprise, AZ) (2001-2002) ($3.0MM) Preconstruction Service Team Leader and Construction Project Manager for 25,000 s.f. design/build courthouse building consisting of 34 steel framed modular sections with lightweight concrete slab on metal deck floors bearing on masonry stem wall foundation. Project completed in less than 4-1/2 months from groundbreaking to occupancy Window Rock Wellness Center - Estimator & Project Manager (Window Rock, AZ) (2006-2007) ($2.4MM) Preconstruction Service Team Leader and Construction Project Manager for design/build public access athletic facility with 20,000 s.f. of space including locker rooms, aerobics room, weight rooms, and administrative space. CAREER SUMMARY 22 years electrical experience Roles Have Included Journeyman, Foreman, Superintendent, Estimator, Project Manager, and Service Department Manager EDUCATION 2-year electrician program Penn Foster College Scottsdale, AZ CONTINUING EDUCATION NEC Code Update Classes: 2008 and 2015 Industrial Wiring Arc Flash Training Motor Controls & Ladder Logic Soares Grounding & Bonding NEC-2008 LICENSES AND CERTIFICATIONS Master Electrician State of Wisconsin, 2009 CLIENT REFERENCES David Ayala Mechanical Maintenance Supervisor Gilbert Public Schools (480) 612.3066 Jim Bedouin Director of Logistics & Mailing Services Prisma Graphics (602) 305.3955 MIKE ROTH SERVICE DEPARTMENT MANAGER A vital member of the Hawkeye Team since 2010, Mike earned the role of Service Department Manager in 2013 based on his leadership, attention to detail, and communication skills. Hawkeye is proud to have Mike on the front lines for the company, meeting with Owners and Facility Managers to review and assess electrical issues. In 2014, his first full year directing Hawkeye’s Service Department, Mike’s team successfully managed over $1,000,000 worth of service projects at facilities throughout the State of Arizona. Now in 2019, the Service Department is projected to complete over $3,000,000 in revenue. SELECTED CLIENT RELATIONSHIP EXPERIENCE MGC Pure Chemicals Manager for servicing multi-year electrical service contract at the Mitsubishi Pure Chemical manufacturing facility in Mesa, AZ. Responsibilities include directing response to an average of three service calls per month, dealing primarily with updating outdated electrical systems and implementing a labelling & as-builting electrical distribution program throughout the facility. Notable 2018 & 2019 on-campus projects include: LED retrofit of nine buildings. Preventative maintenance, infrared scanning, and Arc Flash Study (& labelling) throughout entire campus. Prisma Graphics Mike is Hawkeye’s relationship manager serving Prisma Graphics since 2017. Notable electrical service upgrades completed by Hawkeye for Prisma Graphics under Mike’s leadership include a recent LED retrofit of the mailing & office areas, new LED high-bay & low-bay lighting, and new power distribution system to accommodate and expansion of the print shop. Gilbert Public Schools Hawkeye has had a multi-year JOC contract with GPS since 2017. In servicing this contract, Mike and the Hawkeye Service Department have successfully completed over ten projects for Gilbert Public Schools and remain on-call as a prized electrical contractor for the district. In fact, at the time this resume is being updated, Hawkeye is currently LED retrofitting the auditorium, cafes, and administration building at Mesquite High School. Maricopa County Facilities Maintenance Department Hawkeye completes approximately three service calls per month for the Maricopa County FMD Dept under its multi-year electrical services job order contract. In addition to providing these on-call services, Hawkeye also has completed numerous expansive LED lighting upgrade projects for FMD at facilities including Buckeye Jail, Maricopa County South Court Tower, Estrella Jail, and others. Mike is Hawkeye’s primary liaison for servicing this important relationship. RevSpring Hawkeye first started serving RevSpring as an on-call electrical service vendor in 2015. Over the years, the company has completed numerous office expansions & relocations, and extensive work adding distribution panels & transformers to feed many different types of printing equipment throughout the facility. Like with Prisma Graphics, Mike is Hawkeye’s point-of-contact for coordinating all electrical work with RevSpring. Under his leadership, the mutually-beneficial relationship has grown significantly and continues to grow today. CAREER SUMMARY 25 years of experience in electrical contracting industry Apprentice, Journeyman, Foreman, Project Manager, and Service Department Manager CONTINUING EDUCATION OSHA 10 & 30 Hour Certified Motor Controls Certified Gateway Community College PVNGS Lock-Out Tag-Out Qualified PVNGS Supplemental Supervisor Qualified Arc-Flash Certified ITC Level 2 Certified Infrared Scanning Thermographer CLIENT REFERENCES Jeff Martin Project Manager City of Surprise (623) 222.6026 Eric Barcon Facilities Mgmt & Const. Mgr. Maricopa County FMD (602) 478.0289 James Gorombei Energy Management Specialist City of Phx Public Works (602) 374.0687 PASCAL HALLE SERVICE DEPARTMENT MANAGER Pascal has been a member of Team Hawk since 2004. Over the years, he has worked his way up through the organization, serving first an Electrical Journeyman then being promoted to Foreman and now serving in the role of Service Department Manager. Pascal’s greatest asset as a member of Hawkeye Electric is his affable personality and effective communication skills. With 25 years of experience in commercial and industrial electrical construction under his belt, Pascal has all the tools for success managing stressful, complex projects on behalf of Hawkeye Electric. SELECTED CLIENT RELATIONSHIP EXPERIENCE City of Surprise Pascal serves as Hawkeye’s primary liaison servicing this important client through Hawkeye’s multi-year 1-GPA electrical services contract number 17-13PV-03. Electrical upgrades overseen by Pascal for the City of Surprise include: 1. Repairing ballfield lighting at KC Royals & Texas Rangers Cactus League Spring Training Facility 2. Installation of new LED area lighting at Dick McComb Dog Park 3. Installation of electrical vehicle charging stations at Surprise City Hall 4. Electrical work involved in a Café tenant improvement project at Surprise City Hall 5. Veterans Reflection Circle – Memorial to Combat-Wounded Veteran, Surprise Resident, Sargeant First Class Brian Mancini (all labor and materials for this project were donated by Hawkeye) City of Glendale Pascal has been Hawkeye’s relationship manager serving the City of Glendale via a multi-year job order contract since 2017. Notable electrical service upgrades completed by Hawkeye during that period of time under Pascal’s leadership include vehicle charging stations at City Hall, vehicle charging stations at the City Courts Building, electrical distribution upgrades for IT Room expansion @ Courts Building, maintenance at multiple Recreation Centers, and others. City of Phoenix In the 2nd qtr, of 2019, Pascal served as project manager for a complete LED retrofit & lighting replacement project throughout the 9-story Valdemar A. Cordova Phoenix Municipal Court building in downtown Phoenix. Under his leadership, this massive project was completed in under 8 weeks, just in time for the June 30th. Springboarding off this successful project, Pascal is now moving forward with multiple other building projects for the City of Phoenix. Cox Communications Over the years, under Pascal’s leadership, Hawkeye Electric has completed over 30 electrical service calls and upgrades for multiple Cox Communications facilities in and around Maricopa County. Notable projects include lighting replacements, LED upgrades, power distribution renovations, and others. Arizona Department of Transportation Hawkeye serves ADOT primarily as a vendor providing on-call off-hour emergency electrical services. Pascal is Hawkeye’s point man managing this relationship, focusing on scheduling the service technicians with ultimate responsibility for ensuring 24/7 coverage and expedited completion with zero downtime. B-1 Contract No. 2021-008C JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND THE HERNANDEZ COMPANIES, INC. THIS JOB ORDER MASTER AGREEMENT (this “Contract”) is entered into as of November 17, 2020, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and The Hernandez Companies, Inc. a(n) Arizona Corporation (the “Contractor”). RECITALS A. The Town issued a Request for Qualifications, 2021-008, Electrical Services (the “RFQ”), a copy of which is on file in the Town Clerk’s Office and incorporated herein by reference, seeking statements of qualifications from vendors for professional consulting services. B. The Contractor submitted a Statement of Qualifications (the “SOQ”) in response to the RFQ, attached hereto as Exhibit A and incorporated herein by reference, and the Town desires to enter into an Agreement with the Contractor for Electrical Services (the “Services”). 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 Contractor hereby agree as follows: 1. Term of Contract. This Contract shall be effective as of the date first set forth above and shall remain in full force and effect for one year with up to four (one) year renewable options. 2. Job Order Master Contract Process. 2.1 This Contract establishes an indefinite delivery, indefinite quantity, Job Order Contract for such Electrical Services within the scope of this Contract as Town may request from time to time by issuance of an individual Job Order for each Project. A separate Job Order will be issued for each Project describing the specific Work to be performed by the Contractor for that Project. 2.2 Town shall have the right to perform work of the types included in this Contract itself or to have other Contractors perform such work. 2.3 This Contract does not obligate or require Town to offer any Job Order to Contractor and no Contract will exist for any specific Work until a Job Order for such Work has been fully executed by Town and Contractor. B-2 2.4 Scope of Work Under This Contract. The Contractor will provide all labor, tools, management, materials, parts and supplies, equipment, and transportation necessary to furnish a broad range of electrical services at various locations throughout the Town of Fountain Hills on an as-needed basis. Electrical services will include troubleshooting and repair of existing electrical systems, installation of new electrical components, general maintenance, and may include responses to emergency calls outside of normal Town operating hours. 2.5 Contract Price for Each Job Order. The amount to be paid by Town for the Project under each Job Order is the Contract Price for the Job Order. The Contract Price includes the Contract Price for the Work. The Contract Price for any Job Order may be a Fixed Price or a Guaranteed Maximum Price (GMP), subject to the following: A. The cumulative sum of the Job Orders performed by Contractor during any twelve (12) month period shall not exceed $125,000.00. B. There is no limit on the number of Job Orders that the Town may issue to Contractor during any twelve (12) month period of this Contract or during the entire period this Contract is in effect. C. Contractor may not refuse any Job Order under this Contract properly issued by Town, unless Contractor explains, in writing and to Town’s satisfaction, that the scope of work under a specific Job Order is poorly defined or hazardous to health or safety. 3. Performance of the Work. 3.1 Specifications. The Maricopa Association of Governments, Uniform Standard Specifications for Public Works Construction, current edition (“MAG Specifications”), Maricopa Association of Governments, Standard Details for Public Works Construction, current edition (“MAG Details”), have been adopted by Town and shall apply to the Work, to the extent applicable. In addition, to the extent Town has adopted its own Town Specifications, and/or Supplements and/or Modifications to the MAG Specifications or MAG Details (collectively the “Town Specifications”), those Town Specifications shall apply to the Work when and where appropriate and the Contractor shall fully comply therewith. Any questions or concerns about the applicability of any specific MAG or Town Specifications to the Work shall be directed in writing to the Project Engineer. The MAG Specifications, MAG Details and Town Specifications are incorporated into the Contract. 3.2 Coordination. Contractor shall also cooperate with Town in communicating with, obtaining necessary approvals or permits from, and responding to, any applicable government entity or regulatory agency, including participation in any hearings or meetings. 3.3 Extra Work/Changes in the Work/Approvals. Town reserves the right to make such changes in the plans and specifications for the Work, within the general scope B-3 thereof, as it may deem appropriate and any such change as set forth in a written Change Order or Extra Work Order shall be deemed a part of this Contract as if originally incorporated herein. A. Contractor shall not be entitled to payment for additional work unless a written Change Order or Extra Work Order, in form and content prescribed by Town, has been executed by Town prior to starting the additional work; on all such Change Orders and Extra Work Orders, Contractor shall specify the increased and/or decreased costs and whether it believes any extensions of time will be necessary to complete its Work as modified by the Change Order or Extra Work Order. In no event, however, will the Contractor be entitled to collect for overhead and profit for such changes more than the percentages of Contractor’s actual and direct cost incurred in such change as set forth in the corresponding Change Order. If additional work is performed on the basis of an Extra Work Order, a corresponding Change Order shall be prepared, approved and processed by Town before payment can be made to Contractor. B. Upon request by Town, Contractor shall submit for Town’s prior approval all samples, product data, shop drawings on all materials, systems and equipment to be incorporated into the Work. C. The Project Manager shall be designated by the Town. All communications concerning performance of the Work or the Project shall be provided to the designated Project Manager, who has the authority to act on behalf of Town, as delineated and limited by the Contract Documents and applicable law. The Project Manager has no authority to bind Town or Town Council in contravention of any Town Code, State or Federal statute or regulation, or this Contract. Project communications may be exchanged by e-mail upon the written agreement of the Project Manager and Contractor, but e-mail communications are not binding upon Town and cannot change the terms of the Contract or the scope of Work, or effectuate any change that requires a written change order. The use of e-mails is for information only, and e-mails will have no legal or binding effect. 3.5 Time/Float. Contractor shall strictly comply with the Project schedule approved in writing by Town (the “Contract Time”). The Contract Time shall start with the Notice to Proceed and end with final acceptance of the Work. Contractor shall commence performance of the Work and complete the Project through both substantial completion and final acceptance within the Contract Time, and failure to do so shall be a material breach of the Contract. A. Time is of the essence of the Contract, for each Project, for the Work, and for each phase and/or designated milestone thereof. B. No modification to the Contract Documents or the Contract Time shall be effective unless approved in writing, in advance, by Town. C. The total float time within the overall schedule is for the exclusive use of Town, but Town may approve Contractor’s use of float as needed to meet contract milestones and the Project completion date. B-4 4. Payments. Payments shall be made as follows: 4.1 Progress Payments. A. Progress billings will be processed monthly starting upon Project commencement. B. Contractor billings shall be submitted on Contractor’s typical invoice form. C. A list of all suppliers (including name, contact information and phone numbers) to be used by Contractor must be received and approved by Town, prior to release of Contractor’s monthly progress payment. Town’s approval of Contractor’s suppliers shall not release Contractor from any of its obligations under this Contract, including without limitation, Contractor’s indemnification, and insurance obligations. D. If required by Town, Contractor will be required to execute an Unconditional Waiver and Release on Progress Payment or Unconditional Waiver and Release on final payment contemporaneously with the receipt of partial or final payments, or other form of acknowledgment of payment and/or release of claims as required by Town, as well as unconditional lien waivers executed by subcontractors and/or suppliers who have provided labor, materials, or rental equipment to Contractor. Payments of any amounts covered by any conditional lien waivers may, at Town’s sole discretion, be made by joint check issued to the Contractor and the subcontractor or supplier. E. Contractor shall submit all other supporting documentation substantiating its Invoice as may be reasonably required by the Engineer, Project Manager, Town, and applicable laws. 4.2 Final Payment. Final payment including retainage shall be paid only after: (i) the Work has been fully completed (including completion of all incorrect or incomplete work items) and accepted by Town; (ii) necessary operating manuals, any excess materials and supplies necessary for matching materials and supplies incorporated into the Work, and complete “as-built” drawings, plans and specifications have been delivered to Town; (iii) if required by Town, full and unconditional lien waivers and releases by Contractor and any person performing labor or supplying material, machinery, fixtures, or tools for the Work have been delivered to Town; (iv) all conditions and requirements imposed by Town or any financing entity for the corresponding disbursement have been met; and (v) Contractor delivers to Town an Invoice requesting payment. The Contract number must be referenced on all invoices. 4.3 Town’s Right to Withhold Payment. Town may withhold payment to such extent as may be necessary in Town’s opinion to protect Town from loss for which the Contractor is responsible, including, without limitation: B-5 A. defective Work not remedied; B. third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to Town is provided by the Contractor; C. failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; D. reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; E. damage to Town or another contractor; F. reasonable evidence that the Work will not be completed within the Contract Time (or otherwise by Town), and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or G. persistent failure to carry out the Work in accordance with the Contract Documents. 4.4 Joint/Direct Checks. Payments to Contractor may be made by checks payable jointly to Contractor and its employees, agents, subcontractors and suppliers, or any of them, and when in the sole opinion of Town it is advisable, payments may be made directly to Contractor's subcontractors and any amount so paid shall be deducted from the amounts owed to Contractor under this Contract. 4.5 Payment Not A Waiver. No payment (nor use or occupancy of the Project by Town) shall be deemed acceptance or approval of the Work or as a waiver of any claims, rights, or remedies of Town. 4.6 Liens and Bond Claims. Contractor shall make all payments, in the time required, of all labor and materials furnished to Contractor in the course of the Work and shall promptly furnish evidence of such payments as Town may require. Contractor shall pay when due all claims arising out of performance of the Work covered by this Contract for which a lien may be filed either against the real estate or leasehold interest of Town, or against payments due from Town to Contractor, or for which a claim may be made against any payment or performance bond or both. To the fullest extent permitted by law, Contractor agrees that no liens or other claims in the nature of a lien against the real estate, leasehold, or other interest of Town, against payment due from Town to Contractor, or against any payment or performance bond, shall be filed or made in connection with the Work by any party who has supplied professional services, labor, materials, machinery, fixtures, tools, or equipment used in or in connection with the performance of this Contract, and Contractor agrees to remove or to cause to be removed any such liens or claims in the nature of a lien or bond claim within ten (10) days upon receiving notice or obtaining actual knowledge of the existence of such liens or claims. In addition, Contractor agrees to defend, indemnify, and hold harmless Town from and against any and all such liens and claims. This paragraph does not apply to claims and liens of Contractor due to non-payment for Work performed. B-6 5. Documents. All documents, including any intellectual property rights thereto, prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town. 6. Contractor Personnel. Contractor shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. Contractor agrees to assign specific individuals to key positions. Contractor agrees that, upon commencement of the Services to be performed under this Agreement, key personnel shall not be removed or replaced without prior written notice to the Town. If key personnel are not available to perform the Services for a continuous period exceeding 30 calendar days, or are expected to devote substantially less effort to the Services than initially anticipated, Contractor shall immediately notify the Town of same and shall, subject to the concurrence of the Town, replace such personnel with personnel possessing substantially equal ability and qualifications. 7. Inspection; Acceptance. All work shall be subject to inspection and acceptance by the Town at reasonable times during Contractor’s performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the Town. 8. Licenses; Materials. Contractor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor, without limitation, all of Contractor’s applicable licenses issued by the Arizona Registrar of Contractors. The Town has no obligation to provide Contractor, its employees or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement. The Town has no obligation to provide tools, equipment or material to Contractor. 9. Work Standards, Warranties and Correction of Work. All materials and any other items incorporated into the Work shall be new, and all Work shall be of good and workmanlike quality and completed in strict conformance with all applicable laws, rules and regulations and the plans, specifications, schedules, Contract Documents and all other terms and conditions of the Contract. 9.1 Express Warranties. Within fourteen (14) days of the completion of the Work (or at such earlier time as requested by Town), Contractor shall execute and deliver to Town all warranties regarding the Work required by the Project plans and specifications. These warranties shall be in form and content satisfactory to Town, and any other person reasonably requested by Town, or Town’s lender(s). 9.2 Standard Warranty. In the absence of any requirement for warranties in the Project specifications, Contractor hereby warrants that the Work shall be free of any defects in quality or workmanship for a period of two (2) years after the date of completion and acceptance of the Project by Town. 9.3 Correction of Work. The Contractor shall promptly correct Work rejected by the Project Engineer, Project Manager, or Town as failing to conform to the requirements of the Contract Documents. The Contractor shall bear the cost of correcting such rejected Work. In addition to the Contractor’s other obligations including warranties under the Contract, the B-7 Contractor shall, for a period of (two) 2 years after Substantial Completion, correct work not conforming to the requirements of the Contract Documents. If the Contractor fails to correct nonconforming Work within a reasonable time, Town may correct it and the Contractor shall reimburse Town for the cost of correction. 10. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Town and each council member, officer, employee or agent thereof (the Town and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”) to the extent that such Claims (or actions in respect thereof) are caused by the negligent acts, recklessness or intentional misconduct of the Contractor, its officers, employees, agents, or any tier of subcontractor in connection with Contractor’s work or services in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section. 11. Insurance. 11.1 General. A. Insurer Qualifications. Without limiting any obligations or liabilities of Contractor, Contractor shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town. Failure to maintain insurance as specified herein may result in termination of this Agreement at the Town’s option. B. No Representation of Coverage Adequacy. By requiring insurance herein, the Town does not represent that coverage and limits will be adequate to protect Contractor. The Town reserves the right to review any and all of the insurance policies and/or endorsements cited in this Agreement but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. C. Additional Insured. All insurance coverage, except Workers’ Compensation insurance and Professional Liability insurance, if applicable, shall name, to the fullest extent permitted by law for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees as Additional Insured as specified under the respective coverage sections of this Agreement. D. Coverage Term. All insurance required herein shall be maintained in full force and effect until all work or services required to be performed under the terms B-8 of this Agreement are satisfactorily performed, completed and formally accepted by the Town, unless specified otherwise in this Agreement. E. Primary Insurance. Contractor’s insurance shall be primary insurance with respect to performance of this Agreement and in the protection of the Town as an Additional Insured. F. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. G. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Contractor. Contractor shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. H. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self- insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Contractor shall be solely responsible for any such deductible or self-insured retention amount. I. Use of Subcontractors. If any work under this Agreement is subcontracted in any way, Contractor shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Section and insurance requirements set forth herein protecting the Town and Contractor. Contractor shall be responsible for executing any agreements with its subcontractors and obtaining certificates of insurance verifying the insurance requirements. J. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Contractor will provide the Town with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of the insurance policies as required by this Agreement, issued by Contractor’s insurance insurer(s) as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverages, conditions and limits of coverage specified in this Agreement and that such coverage and provisions are in full force and effect. Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The Town shall reasonably rely upon the certificates of insurance and declaration page(s) of the insurance policies as evidence of coverage but such acceptance and reliance shall not waive or alter in any way the B-9 insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement, it shall be Contractor’s responsibility to forward renewal certificates and declaration page(s) to the Town 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing the RFQ number and title or this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate RFQ number and title or a reference to this Agreement, as applicable. Additionally, certificates of insurance and declaration page(s) of the insurance policies submitted without referencing the appropriate RFQ number and title or a reference to this Agreement, as applicable, will be subject to rejection and may be returned or discarded. Certificates of insurance and declaration page(s) shall specifically include the following provisions: (1) The Town, its agents, representatives, officers, directors, officials and employees are Additional Insureds as follows: (a) Commercial General Liability – Under Insurance Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent. (b) Auto Liability – Under ISO Form CA 20 48 or equivalent. (c) Excess Liability – Follow Form to underlying insurance. (2) Contractor’s insurance shall be primary insurance with respect to performance of this Agreement. (3) All policies, except for Professional Liability, including Workers’ Compensation, waive rights of recovery (subrogation) against Town, its agents, representatives, officers, officials and employees for any claims arising out of work or services performed by Contractor under this Agreement. (4) ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the phrases in the cancellation provision “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives” shall be deleted. Certificate forms other than ACORD form shall have similar restrictive language deleted. 11.2 Required Insurance Coverage. A. Commercial General Liability. Contractor shall maintain “occurrence” form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy B-10 shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal injury and advertising injury. Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including but not limited to, separation of insured’s clause. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, officials and employees shall be cited as an Additional Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of “your work” for that insured by or for you.” If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. B. Vehicle Liability. Contractor shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Contractor’s owned, hired and non-owned vehicles assigned to or used in the performance of the Contractor’s work or services under this Agreement. Coverage will be at least as broad as ISO coverage code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees shall be cited as an Additional Insured under ISO Business Auto policy Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. C. Professional Liability. If this Agreement is the subject of any professional services or work, or if the Contractor engages in any professional services or work in any way related to performing the work under this Agreement, the Contractor shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Contractor, or anyone employed by the Contractor, or anyone for whose negligent acts, mistakes, errors and omissions the Contractor is legally liable, with an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate. D. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Contractor’s employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit. 11.3 Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town. 12. Termination; Cancellation. B-11 12.1 For Town’s Convenience. This Agreement is for the convenience of the Town and, as such, may be terminated without cause after receipt by Contractor of written notice by the Town. Upon termination for convenience, Contractor shall be paid for all undisputed services performed to the termination date. 12.2 For Cause. If either party fails to perform any obligation pursuant to this Agreement and such party fails to cure its nonperformance within 30 days after notice of nonperformance is given by the non-defaulting party, such party will be in default. In the event of such default, the non-defaulting party may terminate this Agreement immediately for cause and will have all remedies that are available to it at law or in equity including, without limitation, the remedy of specific performance. If the nature of the defaulting party’s nonperformance is such that it cannot reasonably be cured within 30 days, then the defaulting party will have such additional periods of time as may be reasonably necessary under the circumstances, provided the defaulting party immediately (A) provides written notice to the non-defaulting party and (B) commences to cure its nonperformance and thereafter diligently continues to completion the cure of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of such termination for cause, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.3 Due to Work Stoppage. This Agreement may be terminated by the Town upon 30 days’ written notice to Contractor in the event that the Services are permanently abandoned. In the event of such termination due to work stoppage, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further obligations by the Town or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a consultant to any other party of this Agreement with respect to the subject matter of this Agreement. 12.5 Gratuities. The Town may, by written notice to the Contractor, cancel this Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer, agent or employee of the Town for the purpose of securing this Agreement. In the event this Agreement is canceled by the Town pursuant to this provision, the Town shall be entitled, in addition to any other rights and remedies, to recover and withhold from the Contractor an amount equal to 150% of the gratuity. 12.6 Agreement Subject to Appropriation. This Agreement is subject to the provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of this Agreement for payment of funds by the Town shall be effective when funds are appropriated for purposes of this Agreement and are actually available for payment. The Town shall be the sole judge and authority in determining the availability of funds under this Agreement and the Town shall keep the Contractor fully informed as to the availability of funds for this Agreement. B-12 The obligation of the Town to make any payment pursuant to this Agreement is a current expense of the Town, payable exclusively from such annual appropriations, and is not a general obligation or indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town and the Contractor shall be relieved of any subsequent obligation under this Agreement. 12.7 Upon any termination of the Contract, no further payments shall be due from Town to Contractor unless and until Contractor has delivered to Town any and all documentation required to be maintained by Contractor or provided by Contractor to Town. 12.8 Under no circumstances shall Town have any liability for any costs, expenses, overhead, or profits in relation to any work not actually performed, or for any future or anticipated profits, recovery, damages, expenses, or loses. 13. Miscellaneous. 13.1 Independent Contractor. It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Contractor acknowledges and agrees that the Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the Town. Contractor, its employees and subcontractors are not entitled to workers’ compensation benefits from the Town. The Town does not have the authority to supervise or control the actual work of Contractor, its employees or subcontractors. The Contractor, and not the Town, shall determine the time of its performance of the Services provided under this Agreement so long as Contractor meets the requirements of its agreed Scope of Work as set forth in Section 2 above. Contractor is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and Contractor do not intend to nor will they combine business operations under this Agreement. 13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 13.3 Laws and Regulations. Contractor shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Contractor is responsible abides by, and remains in compliance with, all rules, regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A) existing and future Town and County ordinances and regulations; (B) existing and future State and Federal laws; and (C) existing and future Occupational Safety and Health Administration standards. 13.4 Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the Town and the Contractor. B-13 13.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 13.6 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of, review of, and entry into this Agreement. 13.8 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by Contractor without prior, written permission of the Town, signed by the Town Manager. Any attempted assignment or delegation by Contractor in violation of this provision shall be a breach of this Agreement by Contractor. 13.9 Subcontracts. No subcontract shall be entered into by the Contractor with any other party to furnish any of the material or services specified herein without the prior written approval of the Town. The Contractor is responsible for performance under this Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material breach of this Agreement by Contractor. 13.10 Rights and Remedies. No provision in this Agreement shall be construed, expressly or by implication, as waiver by the Town of any existing or future right and/or remedy available by law in the event of any claim of default or breach of this Agreement. The failure of the Town to insist upon the strict performance of any term or condition of this Agreement or to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the Town’s acceptance of and payment for services, shall not release the Contractor from any responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the Town to insist upon the strict performance of this Agreement. 13.11 Attorneys’ Fees. In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Agreement or on account of any breach or default hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a jury, which B-14 shall be deemed to have accrued on the commencement of such action and shall be enforced whether or not such action is prosecuted through judgment. 13.12 Liens. All materials or services shall be free of all liens and, if the Town requests, a formal release of all liens shall be delivered to the Town. 13.13 Offset. A. Offset for Damages. In addition to all other remedies at law or equity, the Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for damages resulting from breach or deficiencies in performance or breach of any obligation under this Agreement. B. Offset for Delinquent Fees or Taxes. The Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for delinquent fees, transaction privilege taxes and property taxes, including any interest or penalties. 13.14 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: Town of Fountain Hills 4711 East Falcon Drive, Suite 111 Mesa, Arizona 85215 Attn: Aaron D. Arnson, Town Attorney If to Contractor: The Hernandez Companies, Inc. 3734 East Anne Street Phoenix, Arizona 85040 Attn: Chris Hernandez, President or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and B-15 refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 13.15 Confidentiality of Records. The Contractor shall establish and maintain procedures and controls that are acceptable to the Town for the purpose of ensuring that information contained in its records or obtained from the Town or from others in carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or employees, except as required to perform Contractor’s duties under this Agreement. Persons requesting such information should be referred to the Town. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under this Agreement. 13.16 Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under subsection 13.17 below, Contractor’s and its subcontractor’s books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit (A) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (B) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary for the Town to audit Records as set forth in this subsection, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this subsection. The Town shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractor’s failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 13.18 Israel. Contractor 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. B-16 13.19 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Scope of Work, the Fee Proposal, the RFQ and the Contractor’s SOQ, the documents shall govern in the order listed herein. 13.20 Non-Exclusive Contract. This Agreement is entered into with the understanding and agreement that it is for the sole convenience of the Town. The Town reserves the right to obtain like goods and services from another source when necessary. 13.21 Cooperative Purchasing. Specific eligible political subdivisions and nonprofit educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted to utilize procurement agreements developed by the Town, at their discretion and with the agreement of the awarded Contractor. Contractor may, at its sole discretion, accept orders from Eligible Procurement Unit(s) for the purchase of the Materials and/or Services at the prices and under the terms and conditions of this Agreement, in such quantities and configurations as may be agreed upon between the parties. All cooperative procurements under this Agreement shall be transacted solely between the requesting Eligible Procurement Unit and Contractor. Payment for such purchases will be the sole responsibility of the Eligible Procurement Unit. The exercise of any rights, responsibilities or remedies by the Eligible Procurement Unit shall be the exclusive obligation of such unit. The Town assumes no responsibility for payment, performance or any liability or obligation associated with any cooperative procurement under this Agreement. The Town shall not be responsible for any disputes arising out of transactions made by others. 13.22 Special Provisions. The Contract created by this request and the resulting request for qualifications will automatically renew for up to four successive one-year terms, unless the Vendor notifies the Town in writing of its desire to terminate the Contract. If extended, the then-current prices shall be applicable during the subsequent renewal year unless the Vendor notifies the Town in writing of any rate increase and the Town approves the increase with an authorized signature, prior to the end of the then-current term. [SIGNATURES ON FOLLOWING PAGES] B-17 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: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGES] B-18 “Contractor” The Hernandez Companies, Inc., an Arizona corporation By: Name: Title: EXHIBIT A TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND THE HERNANDEZ COMPANIES, INC., [Contractor’s SOQ] See following pages. B-1 Contract No. 2021-008D JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND K2 ELECTRIC, LLC. THIS JOB ORDER MASTER AGREEMENT (this “Contract”) is entered into as of November 17, 2020, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and K2 Electric, LLC, a(n) Arizona Limited Liability Company (the “Contractor”). RECITALS A. The Town issued a Request for Qualifications, 2021-008, Electrical Services (the “RFQ”), a copy of which is on file in the Town Clerk’s Office and incorporated herein by reference, seeking statements of qualifications from vendors for professional consulting services. B. The Contractor submitted a Statement of Qualifications (the “SOQ”) in response to the RFQ, attached hereto as Exhibit A and incorporated herein by reference, and the Town desires to enter into an Agreement with the Contractor for Electrical Services (the “Services”). 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 Contractor hereby agree as follows: 1. Term of Contract. This Contract shall be effective as of the date first set forth above and shall remain in full force and effect for one year with up to four (one) year renewable options. 2. Job Order Master Contract Process. 2.1 This Contract establishes an indefinite delivery, indefinite quantity, Job Order Contract for such Electrical Services within the scope of this Contract as Town may request from time to time by issuance of an individual Job Order for each Project. A separate Job Order will be issued for each Project describing the specific Work to be performed by the Contractor for that Project. 2.2 Town shall have the right to perform work of the types included in this Contract itself or to have other Contractors perform such work. 2.3 This Contract does not obligate or require Town to offer any Job Order to Contractor and no Contract will exist for any specific Work until a Job Order for such Work has been fully executed by Town and Contractor. B-2 2.4 Scope of Work Under This Contract. The Contractor will provide all labor, tools, management, materials, parts and supplies, equipment, and transportation necessary to furnish a broad range of electrical services at various locations throughout the Town of Fountain Hills on an as-needed basis. Electrical services will include complete troubleshooting and repair of existing electrical systems, installation of new electrical components, general maintenance, and may include responses to emergency calls outside of normal Town operating hours. 2.5 Contract Price for Each Job Order. The amount to be paid by Town for the Project under each Job Order is the Contract Price for the Job Order. The Contract Price includes the Contract Price for the Work. The Contract Price for any Job Order may be a Fixed Price or a Guaranteed Maximum Price (GMP), subject to the following: A. The cumulative sum of the Job Orders performed by Contractor during any twelve (12) month period shall not exceed $125,000.00. B. There is no limit on the number of Job Orders that the Town may issue to Contractor during any twelve (12) month period of this Contract or during the entire period this Contract is in effect. C. Contractor may not refuse any Job Order under this Contract properly issued by Town, unless Contractor explains, in writing and to Town’s satisfaction, that the scope of work under a specific Job Order is poorly defined or hazardous to health or safety. 3. Performance of the Work. 3.1 Specifications. The Maricopa Association of Governments, Uniform Standard Specifications for Public Works Construction, current edition (“MAG Specifications”), Maricopa Association of Governments, Standard Details for Public Works Construction, current edition (“MAG Details”), have been adopted by Town and shall apply to the Work, to the extent applicable. In addition, to the extent Town has adopted its own Town Specifications, and/or Supplements and/or Modifications to the MAG Specifications or MAG Details (collectively the “Town Specifications”), those Town Specifications shall apply to the Work when and where appropriate and the Contractor shall fully comply therewith. Any questions or concerns about the applicability of any specific MAG or Town Specifications to the Work shall be directed in writing to the Project Engineer. The MAG Specifications, MAG Details and Town Specifications are incorporated into the Contract. 3.2 Coordination. Contractor shall also cooperate with Town in communicating with, obtaining necessary approvals or permits from, and responding to, any applicable government entity or regulatory agency, including participation in any hearings or meetings. 3.3 Extra Work/Changes in the Work/Approvals. Town reserves the right to make such changes in the plans and specifications for the Work, within the general scope B-3 thereof, as it may deem appropriate and any such change as set forth in a written Change Order or Extra Work Order shall be deemed a part of this Contract as if originally incorporated herein. A. Contractor shall not be entitled to payment for additional work unless a written Change Order or Extra Work Order, in form and content prescribed by Town, has been executed by Town prior to starting the additional work; on all such Change Orders and Extra Work Orders, Contractor shall specify the increased and/or decreased costs and whether it believes any extensions of time will be necessary to complete its Work as modified by the Change Order or Extra Work Order. In no event, however, will the Contractor be entitled to collect for overhead and profit for such changes more than the percentages of Contractor’s actual and direct cost incurred in such change as set forth in the corresponding Change Order. If additional work is performed on the basis of an Extra Work Order, a corresponding Change Order shall be prepared, approved and processed by Town before payment can be made to Contractor. B. Upon request by Town, Contractor shall submit for Town’s prior approval all samples, product data, shop drawings on all materials, systems and equipment to be incorporated into the Work. C. The Project Manager shall be designated by the Town. All communications concerning performance of the Work or the Project shall be provided to the designated Project Manager, who has the authority to act on behalf of Town, as delineated and limited by the Contract Documents and applicable law. The Project Manager has no authority to bind Town or Town Council in contravention of any Town Code, State or Federal statute or regulation, or this Contract. Project communications may be exchanged by e-mail upon the written agreement of the Project Manager and Contractor, but e-mail communications are not binding upon Town and cannot change the terms of the Contract or the scope of Work, or effectuate any change that requires a written change order. The use of e-mails is for information only, and e-mails will have no legal or binding effect. 3.4 Time/Float. Contractor shall strictly comply with the Project schedule approved in writing by Town (the “Contract Time”). The Contract Time shall start with the Notice to Proceed and end with final acceptance of the Work. Contractor shall commence performance of the Work and complete the Project through both substantial completion and final acceptance within the Contract Time, and failure to do so shall be a material breach of the Contract. A. Time is of the essence of the Contract, for each Project, for the Work, and for each phase and/or designated milestone thereof. B. No modification to the Contract Documents or the Contract Time shall be effective unless approved in writing, in advance, by Town. C. The total float time within the overall schedule is for the exclusive use of Town, but Town may approve Contractor’s use of float as needed to meet contract milestones and the Project completion date. B-4 4. Payments. Payments shall be made as follows: 4.1 Progress Payments. A. Progress billings will be processed monthly starting upon Project commencement. B. Contractor billings shall be submitted on Contractor’s typical invoice form. C. A list of all suppliers (including name, contact information and phone numbers) to be used by Contractor must be received and approved by Town, prior to release of Contractor’s monthly progress payment. Town’s approval of Contractor’s suppliers shall not release Contractor from any of its obligations under this Contract, including without limitation, Contractor’s indemnification, and insurance obligations. D. If required by Town, Contractor will be required to execute an Unconditional Waiver and Release on Progress Payment or Unconditional Waiver and Release on final payment contemporaneously with the receipt of partial or final payments, or other form of acknowledgment of payment and/or release of claims as required by Town, as well as unconditional lien waivers executed by subcontractors and/or suppliers who have provided labor, materials, or rental equipment to Contractor. Payments of any amounts covered by any conditional lien waivers may, at Town’s sole discretion, be made by joint check issued to the Contractor and the subcontractor or supplier. E. Contractor shall submit all other supporting documentation substantiating its Invoice as may be reasonably required by the Engineer, Project Manager, Town, and applicable laws. 4.2 Final Payment. Final payment including retainage shall be paid only after: (i) the Work has been fully completed (including completion of all incorrect or incomplete work items) and accepted by Town; (ii) necessary operating manuals, any excess materials and supplies necessary for matching materials and supplies incorporated into the Work, and complete “as-built” drawings, plans and specifications have been delivered to Town; (iii) if required by Town, full and unconditional lien waivers and releases by Contractor and any person performing labor or supplying material, machinery, fixtures, or tools for the Work have been delivered to Town; (iv) all conditions and requirements imposed by Town or any financing entity for the corresponding disbursement have been met; and (v) Contractor delivers to Town an Invoice requesting payment. The Contract number must be referenced on all invoices. 4.3 Town’s Right to Withhold Payment. Town may withhold payment to such extent as may be necessary in Town’s opinion to protect Town from loss for which the Contractor is responsible, including, without limitation: B-5 A. defective Work not remedied; B. third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to Town is provided by the Contractor; C. failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; D. reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; E. damage to Town or another contractor; F. reasonable evidence that the Work will not be completed within the Contract Time (or otherwise by Town), and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or G. persistent failure to carry out the Work in accordance with the Contract Documents. 4.4 Joint/Direct Checks. Payments to Contractor may be made by checks payable jointly to Contractor and its employees, agents, subcontractors and suppliers, or any of them, and when in the sole opinion of Town it is advisable, payments may be made directly to Contractor's subcontractors and any amount so paid shall be deducted from the amounts owed to Contractor under this Contract. 4.5 Payment Not A Waiver. No payment (nor use or occupancy of the Project by Town) shall be deemed acceptance or approval of the Work or as a waiver of any claims, rights, or remedies of Town. 4.6 Liens and Bond Claims. Contractor shall make all payments, in the time required, of all labor and materials furnished to Contractor in the course of the Work and shall promptly furnish evidence of such payments as Town may require. Contractor shall pay when due all claims arising out of performance of the Work covered by this Contract for which a lien may be filed either against the real estate or leasehold interest of Town, or against payments due from Town to Contractor, or for which a claim may be made against any payment or performance bond or both. To the fullest extent permitted by law, Contractor agrees that no liens or other claims in the nature of a lien against the real estate, leasehold, or other interest of Town, against payment due from Town to Contractor, or against any payment or performance bond, shall be filed or made in connection with the Work by any party who has supplied professional services, labor, materials, machinery, fixtures, tools, or equipment used in or in connection with the performance of this Contract, and Contractor agrees to remove or to cause to be removed any such liens or claims in the nature of a lien or bond claim within ten (10) days upon receiving notice or obtaining actual knowledge of the existence of such liens or claims. In addition, Contractor agrees to defend, indemnify, and hold harmless Town from and against any and all such liens and claims. This paragraph does not apply to claims and liens of Contractor due to non-payment for Work performed. B-6 5. Documents. All documents, including any intellectual property rights thereto, prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town. 6. Contractor Personnel. Contractor shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. Contractor agrees to assign specific individuals to key positions. Contractor agrees that, upon commencement of the Services to be performed under this Agreement, key personnel shall not be removed or replaced without prior written notice to the Town. If key personnel are not available to perform the Services for a continuous period exceeding 30 calendar days, or are expected to devote substantially less effort to the Services than initially anticipated, Contractor shall immediately notify the Town of same and shall, subject to the concurrence of the Town, replace such personnel with personnel possessing substantially equal ability and qualifications. 7. Inspection; Acceptance. All work shall be subject to inspection and acceptance by the Town at reasonable times during Contractor’s performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the Town. 8. Licenses; Materials. Contractor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor, without limitation, all of Contractor’s applicable licenses issued by the Arizona Registrar of Contractors. The Town has no obligation to provide Contractor, its employees or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement. The Town has no obligation to provide tools, equipment or material to Contractor. 9. Work Standards, Warranties and Correction of Work. All materials and any other items incorporated into the Work shall be new, and all Work shall be of good and workmanlike quality and completed in strict conformance with all applicable laws, rules and regulations and the plans, specifications, schedules, Contract Documents and all other terms and conditions of the Contract. 9.1 Express Warranties. Within fourteen (14) days of the completion of the Work (or at such earlier time as requested by Town), Contractor shall execute and deliver to Town all warranties regarding the Work required by the Project plans and specifications. These warranties shall be in form and content satisfactory to Town, and any other person reasonably requested by Town, or Town’s lender(s). 9.2 Standard Warranty. In the absence of any requirement for warranties in the Project specifications, Contractor hereby warrants that the Work shall be free of any defects in quality or workmanship for a period of two (2) years after the date of completion and acceptance of the Project by Town. 9.3 Correction of Work. The Contractor shall promptly correct Work rejected by the Project Engineer, Project Manager, or Town as failing to conform to the requirements of the Contract Documents. The Contractor shall bear the cost of correcting such rejected Work. In addition to the Contractor’s other obligations including warranties under the Contract, the B-7 Contractor shall, for a period of (two) 2 years after Substantial Completion, correct work not conforming to the requirements of the Contract Documents. If the Contractor fails to correct nonconforming Work within a reasonable time, Town may correct it and the Contractor shall reimburse Town for the cost of correction. 10. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Town and each council member, officer, employee or agent thereof (the Town and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”) to the extent that such Claims (or actions in respect thereof) are caused by the negligent acts, recklessness or intentional misconduct of the Contractor, its officers, employees, agents, or any tier of subcontractor in connection with Contractor’s work or services in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section. 11. Insurance. 11.1 General. A. Insurer Qualifications. Without limiting any obligations or liabilities of Contractor, Contractor shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town. Failure to maintain insurance as specified herein may result in termination of this Agreement at the Town’s option. B. No Representation of Coverage Adequacy. By requiring insurance herein, the Town does not represent that coverage and limits will be adequate to protect Contractor. The Town reserves the right to review any and all of the insurance policies and/or endorsements cited in this Agreement but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. C. Additional Insured. All insurance coverage, except Workers’ Compensation insurance and Professional Liability insurance, if applicable, shall name, to the fullest extent permitted by law for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees as Additional Insured as specified under the respective coverage sections of this Agreement. D. Coverage Term. All insurance required herein shall be maintained in full force and effect until all work or services required to be performed under the terms B-8 of this Agreement are satisfactorily performed, completed and formally accepted by the Town, unless specified otherwise in this Agreement. E. Primary Insurance. Contractor’s insurance shall be primary insurance with respect to performance of this Agreement and in the protection of the Town as an Additional Insured. F. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. G. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Contractor. Contractor shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. H. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self- insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Contractor shall be solely responsible for any such deductible or self-insured retention amount. I. Use of Subcontractors. If any work under this Agreement is subcontracted in any way, Contractor shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Section and insurance requirements set forth herein protecting the Town and Contractor. Contractor shall be responsible for executing any agreements with its subcontractors and obtaining certificates of insurance verifying the insurance requirements. J. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Contractor will provide the Town with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of the insurance policies as required by this Agreement, issued by Contractor’s insurance insurer(s) as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverages, conditions and limits of coverage specified in this Agreement and that such coverage and provisions are in full force and effect. Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The Town shall reasonably rely upon the certificates of insurance and declaration page(s) of the insurance policies as evidence of coverage but such acceptance and reliance shall not waive or alter in any way the B-9 insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement, it shall be Contractor’s responsibility to forward renewal certificates and declaration page(s) to the Town 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing the RFQ number and title or this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate RFQ number and title or a reference to this Agreement, as applicable. Additionally, certificates of insurance and declaration page(s) of the insurance policies submitted without referencing the appropriate RFQ number and title or a reference to this Agreement, as applicable, will be subject to rejection and may be returned or discarded. Certificates of insurance and declaration page(s) shall specifically include the following provisions: (1) The Town, its agents, representatives, officers, directors, officials and employees are Additional Insureds as follows: (a) Commercial General Liability – Under Insurance Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent. (b) Auto Liability – Under ISO Form CA 20 48 or equivalent. (c) Excess Liability – Follow Form to underlying insurance. (2) Contractor’s insurance shall be primary insurance with respect to performance of this Agreement. (3) All policies, except for Professional Liability, including Workers’ Compensation, waive rights of recovery (subrogation) against Town, its agents, representatives, officers, officials and employees for any claims arising out of work or services performed by Contractor under this Agreement. (4) ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the phrases in the cancellation provision “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives” shall be deleted. Certificate forms other than ACORD form shall have similar restrictive language deleted. 11.2 Required Insurance Coverage. A. Commercial General Liability. Contractor shall maintain “occurrence” form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy B-10 shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal injury and advertising injury. Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including but not limited to, separation of insured’s clause. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, officials and employees shall be cited as an Additional Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of “your work” for that insured by or for you.” If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. B. Vehicle Liability. Contractor shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Contractor’s owned, hired and non-owned vehicles assigned to or used in the performance of the Contractor’s work or services under this Agreement. Coverage will be at least as broad as ISO coverage code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees shall be cited as an Additional Insured under ISO Business Auto policy Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. C. Professional Liability. If this Agreement is the subject of any professional services or work, or if the Contractor engages in any professional services or work in any way related to performing the work under this Agreement, the Contractor shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Contractor, or anyone employed by the Contractor, or anyone for whose negligent acts, mistakes, errors and omissions the Contractor is legally liable, with an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate. D. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Contractor’s employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit. 11.3 Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town. 12. Termination; Cancellation. B-11 12.1 For Town’s Convenience. This Agreement is for the convenience of the Town and, as such, may be terminated without cause after receipt by Contractor of written notice by the Town. Upon termination for convenience, Contractor shall be paid for all undisputed services performed to the termination date. 12.2 For Cause. If either party fails to perform any obligation pursuant to this Agreement and such party fails to cure its nonperformance within 30 days after notice of nonperformance is given by the non-defaulting party, such party will be in default. In the event of such default, the non-defaulting party may terminate this Agreement immediately for cause and will have all remedies that are available to it at law or in equity including, without limitation, the remedy of specific performance. If the nature of the defaulting party’s nonperformance is such that it cannot reasonably be cured within 30 days, then the defaulting party will have such additional periods of time as may be reasonably necessary under the circumstances, provided the defaulting party immediately (A) provides written notice to the non-defaulting party and (B) commences to cure its nonperformance and thereafter diligently continues to completion the cure of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of such termination for cause, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.3 Due to Work Stoppage. This Agreement may be terminated by the Town upon 30 days’ written notice to Contractor in the event that the Services are permanently abandoned. In the event of such termination due to work stoppage, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further obligations by the Town or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a consultant to any other party of this Agreement with respect to the subject matter of this Agreement. 12.5 Gratuities. The Town may, by written notice to the Contractor, cancel this Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer, agent or employee of the Town for the purpose of securing this Agreement. In the event this Agreement is canceled by the Town pursuant to this provision, the Town shall be entitled, in addition to any other rights and remedies, to recover and withhold from the Contractor an amount equal to 150% of the gratuity. 12.6 Agreement Subject to Appropriation. This Agreement is subject to the provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of this Agreement for payment of funds by the Town shall be effective when funds are appropriated for purposes of this Agreement and are actually available for payment. The Town shall be the sole judge and authority in determining the availability of funds under this Agreement and the Town shall keep the Contractor fully informed as to the availability of funds for this Agreement. B-12 The obligation of the Town to make any payment pursuant to this Agreement is a current expense of the Town, payable exclusively from such annual appropriations, and is not a general obligation or indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town and the Contractor shall be relieved of any subsequent obligation under this Agreement. 12.7 Upon any termination of the Contract, no further payments shall be due from Town to Contractor unless and until Contractor has delivered to Town any and all documentation required to be maintained by Contractor or provided by Contractor to Town. 12.8 Under no circumstances shall Town have any liability for any costs, expenses, overhead, or profits in relation to any work not actually performed, or for any future or anticipated profits, recovery, damages, expenses, or loses. 13. Miscellaneous. 13.1 Independent Contractor. It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Contractor acknowledges and agrees that the Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the Town. Contractor, its employees and subcontractors are not entitled to workers’ compensation benefits from the Town. The Town does not have the authority to supervise or control the actual work of Contractor, its employees or subcontractors. The Contractor, and not the Town, shall determine the time of its performance of the Services provided under this Agreement so long as Contractor meets the requirements of its agreed Scope of Work as set forth in Section 2 above. Contractor is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and Contractor do not intend to nor will they combine business operations under this Agreement. 13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 13.3 Laws and Regulations. Contractor shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Contractor is responsible abides by, and remains in compliance with, all rules, regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A) existing and future Town and County ordinances and regulations; (B) existing and future State and Federal laws; and (C) existing and future Occupational Safety and Health Administration standards. 13.4 Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the Town and the Contractor. B-13 13.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 13.6 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of, review of, and entry into this Agreement. 13.8 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by Contractor without prior, written permission of the Town, signed by the Town Manager. Any attempted assignment or delegation by Contractor in violation of this provision shall be a breach of this Agreement by Contractor. 13.9 Subcontracts. No subcontract shall be entered into by the Contractor with any other party to furnish any of the material or services specified herein without the prior written approval of the Town. The Contractor is responsible for performance under this Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material breach of this Agreement by Contractor. 13.10 Rights and Remedies. No provision in this Agreement shall be construed, expressly or by implication, as waiver by the Town of any existing or future right and/or remedy available by law in the event of any claim of default or breach of this Agreement. The failure of the Town to insist upon the strict performance of any term or condition of this Agreement or to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the Town’s acceptance of and payment for services, shall not release the Contractor from any responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the Town to insist upon the strict performance of this Agreement. 13.11 Attorneys’ Fees. In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Agreement or on account of any breach or default hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a jury, which B-14 shall be deemed to have accrued on the commencement of such action and shall be enforced whether or not such action is prosecuted through judgment. 13.12 Liens. All materials or services shall be free of all liens and, if the Town requests, a formal release of all liens shall be delivered to the Town. 13.13 Offset. A. Offset for Damages. In addition to all other remedies at law or equity, the Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for damages resulting from breach or deficiencies in performance or breach of any obligation under this Agreement. B. Offset for Delinquent Fees or Taxes. The Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for delinquent fees, transaction privilege taxes and property taxes, including any interest or penalties. 13.14 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: Town of Fountain Hills 4711 East Falcon Drive, Suite 111 Mesa, Arizona 85215 Attn: Aaron D. Arnson, Town Attorney If to Contractor: K2 Electric, LLC 4038 East Superior Avenue Phoenix, Arizona 85040 Attn: Matt Kuiper, Vice President or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and B-15 refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 13.15 Confidentiality of Records. The Contractor shall establish and maintain procedures and controls that are acceptable to the Town for the purpose of ensuring that information contained in its records or obtained from the Town or from others in carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or employees, except as required to perform Contractor’s duties under this Agreement. Persons requesting such information should be referred to the Town. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under this Agreement. 13.16 Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under subsection 13.17 below, Contractor’s and its subcontractor’s books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit (A) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (B) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary for the Town to audit Records as set forth in this subsection, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this subsection. The Town shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractor’s failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 13.18 Israel. Contractor 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. B-16 13.19 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Scope of Work, the Fee Proposal, the RFQ and the Contractor’s SOQ, the documents shall govern in the order listed herein. 13.20 Non-Exclusive Contract. This Agreement is entered into with the understanding and agreement that it is for the sole convenience of the Town. The Town reserves the right to obtain like goods and services from another source when necessary. 13.21 Cooperative Purchasing. Specific eligible political subdivisions and nonprofit educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted to utilize procurement agreements developed by the Town, at their discretion and with the agreement of the awarded Contractor. Contractor may, at its sole discretion, accept orders from Eligible Procurement Unit(s) for the purchase of the Materials and/or Services at the prices and under the terms and conditions of this Agreement, in such quantities and configurations as may be agreed upon between the parties. All cooperative procurements under this Agreement shall be transacted solely between the requesting Eligible Procurement Unit and Contractor. Payment for such purchases will be the sole responsibility of the Eligible Procurement Unit. The exercise of any rights, responsibilities or remedies by the Eligible Procurement Unit shall be the exclusive obligation of such unit. The Town assumes no responsibility for payment, performance or any liability or obligation associated with any cooperative procurement under this Agreement. The Town shall not be responsible for any disputes arising out of transactions made by others. 13.22 Special Provisions. The Contract created by this request and the resulting request for qualifications will automatically renew for up to four successive one-year terms, unless the Vendor notifies the Town in writing of its desire to terminate the Contract. If extended, the then-current prices shall be applicable during the subsequent renewal year unless the Vendor notifies the Town in writing of any rate increase and the Town approves the increase with an authorized signature, prior to the end of the then-current term. [SIGNATURES ON FOLLOWING PAGES] B-17 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: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGES] B-18 “Contractor” K2 Electric, LLC., a(n) Arizona Limited Liability Company By: Name: Title: EXHIBIT A TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND K2 ELECTRIC, LLC. [Contractor’s SOQ] See following pages. TOWN OF FOUNTAIN HILLS GENERAL ELECTRICAL SERVICES SOLICITATION NO: 2021-008 SEPTEMBER 24, 2020 A STATEMENT OF QUALIFICATIONS FROM COPY Town of Fountain Hills16705 East Avenue of the FountainsFountain Hills, Arizona 85268 RE: (2021-008) General Electrical Services JOC Dear Selection Committee, On behalf of K2 Electric (K2), thank you for the opportunity to present our qualifications for the Town of Fountain Hills General Electrical Services. As an electrical contractor who self-performs 90% of our revenue, our team is multifaceted in all aspects of electrical construction with extensive experience in jobs and contracts similar to a JOC. Our team brings project diversity for large projects and small service-based work which best suits your JOC program. We have years of experience and knowledge managing multiple jobs ranging in size and scope. The K2 team, led by Matt Kuiper (Senior Project Manager) has over 16 years of experience leading teams and more than 40 successfully completed job order-type contract projects in his career. He will be the main point of contact for the Town of Fountain Hills from contract negotiation to the completion of each job order. Jared Kredit (Project Executive), Casey Kotzenmacher (Project Manager) and James Clark (Field Operations) will support Matt throughout the contract in each of their respective roles. Our team is the best fit for this project for the key reasons listed below: JOC Understanding/Experience: Our team has completed more than 100 alternative delivery method projects and understands the process and need for a job order contract delivery method. K2 excels in negotiated work, where we are selected based on our proven track record and have the ability to add to our 87% repeat client rate. Proven Track Record: This is what we do best – long standing contracts and relationships with entities. Completing more than $156 million in contract revenue of electrical construction since 2003, our team has the experience and ability to successfully complete this Job Order Contract. In addition, self-performing general commercial building electrical, landscape lighting, standby generator installation, PV solar installation, SES installs and upgrades, R.V. pedestals, and low volt allows our team to complete the majority of scopes that may arise during the term of the contract. Staffing and Resources: With more than 130 employees and twelve fully-equipped and stocked service vehicles, we have the crews available to start work on this contract immediately. The Town of Fountain Hills will benefit from our recent extensive work with very similar project requirements, all that have been done successfully by our proposed team. K2 Electric has read and understood all the elements laid out in the Electrical Engineering Services Contract. K2 Electric upcharges for after hours and weekend work. Please do not hesitate to contact us with any additional questions regarding our response or the firm. Thank you in advance for your consideration and we look forward to the next step in the selection process. Sincerely, Jared Kredit President 602.762.0255 | jkredit@k2elec.com K2 ELECTRIC | 4038 EAST SUPERIOR AVENUE, SUITE 102, PHOENIX ARIZONA | 602.454.7800 A. GENERAL INFORMATION 1 2K2 ELECTRIC | TOWN OF FOUNTAIN HILLS SOLICITATION NO. 2021-008 A. GENERAL INFORMATION ORGANIZATIONAL CHART Key team members were selected based on their background and experience and vast knowledge. Our resources and availability, coupled together with a 90% self-performance rate, makes K2 Electric the best choice for the Town of Fountain Hills General Electrical Services Job Order Contract. 8. Vendor Form The Vendor Information Form is included in the Appendix. 2. Vendor Identification Information LEGAL ORGANIZATION K2 Electric, LLC 4038 E Superior Avenue Suite 102 Phoenix, AZ 85040 83-345899 / 323967 K2 Electric is a limited liability company. 3. Location of Principal Office K2 Electric’s primary location is 4038 E. Superior Avenue, Suite 102, Phoenix AZ 85040. This is our local office that will be performing the work for this JOC contract. 4. General Description K2 Electric (K2) was started by Dean and Marna Kredit in 2003. K2 has since grown to have over 130 employees with a preconstruction, construction contracting division and full service department. K2’s top priority is safety, with an emphasis on client communication and responsiveness. K2 has proposed a dynamic team who understands the big picture goals of each job order and know that the small details of a project are what makes it successful. Having a team that is familiar with the JOC process, they bring great value to the Town of Fountain Hills. K2 prides itself on their responsiveness and accessibility to their leadership team which gives the ability to provide answers and solutions at any time. 5. Contract or Subcontract Termination K2 has never had any contract or subcontract terminated. 6. Claims, Litigation or Arbitration K2 has not had any claims arising from the contract owner resulting in litigations or arbitrations. 7. Debarment by Federal, State or Local Government K2 has never been debarred by any federal, state or local government entity within the last five years. Jared Kredit Project Executive Matt Kuiper Senior Project Manager Jeremy Keehn Field Technician James Gambescia Field Technician Brad Donnelly Field Technician Nicole Gambescia JOC Coordinator Casey Kotzenmacher Project Manager James Clark Field Operations 3K2 ELECTRIC | TOWN OF FOUNTAIN HILLS SOLICITATION NO. 2021-008 B. EXPERIENCE AND QUALIFICATIONS OF THE VENDOR 1. & 2. Similar Project Experience PROJECT #2. HUMANA ONGOING MAINTENANCE a. COMPANY/ORGANIZATION Humana b. CONTACT NAME Carlos Clayton c. CONTACT INFORMATION 4302 W. Buckeye Rd. Ste. 109 Phoenix, AZ 85043 775-870-2410, cclayton4@humana. com d. SERVICES PROVIDED K2 performed panel change outs, controls installation and E-stops for pharmaceutical conveyor systems as well as routine electrical maintenance. K2 assists Humana with cable tray installs and running communication and control wires while providing and installing new outlets and circuitry for work stations. e. DATES OF CONTRACT INITIATION AND EXPIRATION 2018 - Present PROJECT #1. SWD ONGOING MAINTENANCE a. COMPANY/ORGANIZATION SWD Urethane b. CONTACT NAME Kris Benson c. CONTACT INFORMATION 539 S. Drew St, Mesa, AZ 85210 480-828-4011, kris.benson@ swdurethane.com d. SERVICES PROVIDED This is an ongoing contract for K2 for an industrial facility. Scope includes anything from general maintenance to designing automated system controls. K2 performs automated control design which saves the Owner time from concept to delivery of the system for manufacturing use. This facility requires extra safety precautions due to the hazardous chemical environment. e. DATES OF CONTRACT INITIATION AND EXPIRATION 1/2018 - Present PROJECT SIMILARITIES: TROUBLESHOOTING & REPAIRING EXISTING ELECTRICAL SYSTEMS NEW INSTALLATION OF ELECTRICAL COMPONENTS GENERAL MAINTENANCE REPAIR OF EXITING WIRING REPLACEMENT OF ELECTRICAL EQUIPMENT EMERGENCY & AFTER HOURS WORK PROJECT SIMILARITIES: TROUBLESHOOTING & REPAIRING EXISTING ELECTRICAL SYSTEMS NEW INSTALLATION OF ELECTRICAL COMPONENTS GENERAL MAINTENANCE REPAIR OF EXITING WIRING EMERGENCY & AFTER HOURS WORK 4K2 ELECTRIC | TOWN OF FOUNTAIN HILLS SOLICITATION NO. 2021-008 B. EXPERIENCE AND QUALIFICATIONS OF THE VENDOR PROJECT #3. WESTWORLD a. COMPANY/ORGANIZATION City of Scottsdale b. CONTACT NAME Craig Taylor c. CONTACT INFORMATION 7477 E. Indian School Rd. Ste. 205 Scottsdale, AZ 85251 602-819-7738, ctaylor@scottsdaleaz. gov d. SERVICES PROVIDED K2 provided all necessary field evaluation of electrical equipment, Arc Flash and device coordination studies as requested by the City of Scottsdale at Westworld of Scottsdale on fifteen electrical services for the purpose of an Arc Flash study. Individual reports were provided for each electrical service along with Arc Flash labels placed on all equipment. E. DATES OF CONTRACT INITIATION AND EXPIRATION 6/3/2020 - 9/31/2020 PROJECT #4. CACTUS SOLAR LIGHT a. COMPANY/ORGANIZATION City of Scottsdale b. CONTACT NAME Justin Kinsler c. CONTACT INFORMATION 7477 E. Indian School Rd. Ste. 205 Scottsdale, AZ 85251 480-312-2619 jkinsler@scottsdaleaz. gov d. SERVICES PROVIDED K2 provided and installed three solar powered lights with motion sensors in underpass. Conduit and wire were installed from sensors to lights for control purposes. Installed one pole with solar panels as battery backup. Worked with city inspector to coordinate and schedule required inspections. e. DATES OF CONTRACT INITIATION AND EXPIRATION 3/20/2020 - 4/30/2020 PROJECT SIMILARITIES: TROUBLESHOOTING & REPAIRING EXISTING ELECTRICAL SYSTEMS EMERGENCY & AFTER HOURS WORK PROJECT SIMILARITIES: TROUBLESHOOTING & REPAIRING EXISTING ELECTRICAL SYSTEMS NEW INSTALLATION OF ELECTRICAL COMPONENTS REPLACEMENT OF ELECTRICAL EQUIPMENT EMERGENCY & AFTER HOURS WORK 5K2 ELECTRIC | TOWN OF FOUNTAIN HILLS SOLICITATION NO. 2021-008 B. EXPERIENCE AND QUALIFICATIONS OF THE VENDOR PROJECT #5. PENDERGAST SECURITY OFFICE REMODELS a. COMPANY/ORGANIZATION Chasse Building Team b. CONTACT NAME Matt Wedding c. CONTACT INFORMATION 230 S. Siesta Lane, Tempe, AZ 85281 602-499-2351, mwedding@chasse.us d. SERVICES PROVIDED This project consisted of six different schools enhancing the entry and front offices to eliminate safety concerns. The schedule needed to be completed in six weeks while school was on summer break. K2 worked diligently to complete this project on time while managing six different job sites. e. DATES OF CONTRACT INITIATION AND EXPIRATION 6/2019 - 8/2019 PROJECT #6. MARICOPA COUNTY CAVE CREEK PUMP STATION a. COMPANY/ORGANIZATION Caliente Construction b. CONTACT NAME Justin Miller c. CONTACT INFORMATION 485 W. Vaughn St. Tempe, AZ 85283 602-421-0577, jmiller@ calienteconstruction.com d. SERVICES PROVIDED Maricopa County was redesigning the Cave Creek Pump Station and needed to upgrade the existing power distribution system. K2 suggested to change the design, transitioning the shut down without affecting the connecting Nature Center. K2 prepped in advance to perform a 4-hour shutdown instead of the original contracted 2-week shutdown time. e. DATES OF CONTRACT INITIATION AND EXPIRATION 6/2019 - 7/2019 PROJECT SIMILARITIES: TROUBLESHOOTING & REPAIRING EXISTING ELECTRICAL SYSTEMS NEW INSTALLATION OF ELECTRICAL COMPONENTS REPLACEMENT OF ELECTRICAL EQUIPMENT EMERGENCY & AFTER HOURS WORK PROJECT SIMILARITIES: TROUBLESHOOTING & REPAIRING EXISTING ELECTRICAL SYSTEMS NEW INSTALLATION OF ELECTRICAL COMPONENTS REPLACEMENT OF ELECTRICAL EQUIPMENT EMERGENCY & AFTER HOURS WORK 6K2 ELECTRIC | TOWN OF FOUNTAIN HILLS SOLICITATION NO. 2021-008 B. EXPERIENCE AND QUALIFICATIONS OF THE VENDOR 3. Licenses K2 Electric’s CR-11 Electrical license is held by the firm, ROC 323967, issued 3/29/2019. 4. Ability to Perform Services K2 is readily available with a skilled project team to execute this JOC. We are knowledgeable about your processes, systems, and project requirements. With extensive electrical experience with multiple projects performed simultaneously and availability to serve the City, K2 is confident that each job order will be completed on time and budget. Below is a table of the most recently completed projects K2 has performed similar work within the Town. PROJECTS SIMILAR PROJECT ASPECTS Locations Tr o u b l e s h o o t i n g & Re p a i r i n g E x i s t i n g El e c t r i c a l S y s t e m s Ne w I n s t a l l a t i o n of E l e c t r i c a l Co m p o n e n t s Ge n e r a l Ma i n t e n a n c e Re p a i r o f E x i s t i n g Wi r i n g Re p l a c e m e n t of E l e c t r i c a l Eq u i p m e n t Em e r g e n c y & Af t e r H o u r s W o r k Fa c i l i t i e s Pa r k s VCHS Softball Field Lighting  APG Packing Water Processing & Batching System  Great Hearts Football Field Lighting  Banner Support Services HVAC Upgrades  Total Wine 1010 Maintenance  Flip Switch Yoga TI  City of Tempe Papago Park Restroom Renovation JOC  7K2 ELECTRIC | TOWN OF FOUNTAIN HILLS SOLICITATION NO. 2021-008 B. EXPERIENCE AND QUALIFICATIONS OF THE VENDOR Process and Techniques for Developing JOC Work With a diverse portfolio of completed project scopes, our team excels in the ability to quickly recognize and assess the entire cause and effect of a situation and performing a majority of the scope required. K2 has excelled with JOC-type projects and will execute a successful contract for the Town of Fountain Hills if selected. We pride ourselves on our level of responsiveness and ability to provide answers and solutions to whatever is encountered. Our approach as your JOC contractor is to provide the highest quality of work, while maintaining an unparalleled level of communication with the Town throughout each job order. All task orders, no matter the scope, will follow our Job Order Contract Process and Emergency Request Process that have been proven successful (see below). ALL STEPS DONE WITHIN 24 HOURS 2. FILL OUT A SERVICE REQUEST FORM 3. SCHEDULING COORDINATOR RECEIVES REQUEST 1. RECEIVE NOTICE OF JOB ORDER REQUEST 4. ASSIGNED PERSONNEL CALLS CLIENT TO SCHEDULE KICK-OFF MEETING JOC PROCESS EMERGENCY REQUESTS 30-MINUTE CALLBACK ON-CALL FIELD OPERATIONS RECEIVES REQUEST FROM DISPATCH SCOPE OF WORK TRANSMITTED & GOES OUT TO JOBSITE “K2 has been an integral part of our Trade Contractor Team since their inception. They have gained and kept my trust through the years and are a dependable company that makes their customer’s needs a priority.” - Noah Keegan Construction Manager Keegan Builders, Inc. 8K2 ELECTRIC | TOWN OF FOUNTAIN HILLS SOLICITATION NO. 2021-008 1. Key Personnel K2 Electric has selected the following key personnel based on their individual project success, collective work on similar scopes of work, and workload availability. Together, our team possesses 141 years of experience and are confident that the Town of Fountain Hill’s goals will be met. For full experience and resume information, please see the Appendix. JARED KREDIT Project Executive n Years with K2: 12 n Total Years Experience: 14 Jared excels at leading teams on projects of all size and scope. He brings 14 years of leadership experience and electrical knowledge to K2, and his greatest strength is his ability to communicate across all levels of the organization. Jared also makes it a priority to communicate with clients on every job to guarantee client satisfaction. When issues arise, he is proactive at providing resolutions to the Owner’s satisfaction to get the job done on time and within budget. Jared’s role on this JOC is to ensure K2 delivers on their commitment to the Town of Fountain Hills throughout the contract from relationship management, preconstruction and team assessments. He will work closely with Matt Kuiper, Senior Project Manager. Similar Projects: 1. SWD Ongoing Maintenance - Project Executive 2. Westworld - Project Executive 3. Cactus Solar Light - Project Executive 4. Pendergast Security Remodels - Project Executive C. KEY POSITIONS MATT KUIPER Senior Project Manager n Years with K2: 17 n Total Years Experience: 17 Matt will serve as the single point of contact for the Town of Fountain Hills throughout this JOC to ensure all project and client needs are met. He is an experienced Senior Project Manager with high attention to detail and the most creative problem solver on the K2 team. He brings a level of technical knowledge far superior than most electricians and works with clients to solve for any issue in real time. He will be the contact to initiate, negotiate and execute each JOC work order. Matt will work with Jared Kredit, Project Executive during preconstruction, project closeout and team assessments. During construction, Matt’s responsibilities will include oversight for the overall project, safety, budget, schedule as well as communicating project status to the Town of Fountain Hills. He will conduct project coordination meetings to discuss necessary adjustments to manpower, equipment and subcontractors required to meet the project goals and schedule. Similar Projects: 1. SWD Ongoing Maintenance - Senior Project Manager 2. Humana Ongoing Maintenance - Senior Project Manager 3. Westworld - Senior Project Manager 4. Cactus Solar Light - Senior Project Manager 5. Pendergast Security Remodels - Senior Project Manager 6. Maricopa County Cave Creek Pump Station - Senior Project Manager “I always appreciate the thorough and valuable input that K2 brings when construction managers bring them to the table for constructability reviews.” - Mark Davenport, Partner, SPS+ Architects 9K2 ELECTRIC | TOWN OF FOUNTAIN HILLS SOLICITATION NO. 2021-008 C. KEY POSITIONS CASEY KOTZENMACHER Project Manager n Years with K2: 7 n Total Years Experience: 24 Casey is an experienced project manager and is dedicated to delivering every project to the satisfaction of the Owner on time and within budget. His role on this JOC is to provide detailed information to the Town on all fronts, from estimating to RFIs and will be a primary point of contact to ensure communication is a top priority. Casey performs well in high stress environments and will bring a high level of knowledge and leadership to this JOC. Similar Projects: 1. Maricopa County Cave Creek Pump Station - Project Manager 2. Pendergast Security Remodels - Project Manager 6. Maricopa County Cave Creek Pump Station - Project Manager JAMES CLARK Field Operations n Years with K2: 8 n Total Years Experience: 19 As the Field Operations on this JOC, James will be responsible for managing team members and schedules to ensure adequate manpower to complete all contracts. With 19 years of experience working in all aspects of electrical and managing jobs, James is solution-oriented and great at solving problems on the jobsite. He is skilled at bringing jobs together quickly to get the work done to meet the client’s goals and schedule. Similar Projects: 1. SWD Ongoing Maintenance - Field Operations 2. Cactus Solar Light - Field Operations 3. Humana Ongoing Maintenance - Field Operations 4. Pendergast Security Remodels - Field Operations 6. Maricopa County Cave Creek Pump Station - Field Operations JEREMY KEEHN Field Technician n Years with K2: 2 n Total Years Experience: 12 Jeremy brings over 12 years of electrical experience to K2 and has expertise at understanding the client’s budget and goals on a project. He has a strong aptitude for successfully running multiple jobs at the same time in a very detailed manner. Jeremy will bring a task-oriented mindset to this JOC with a focus on meeting your goals. He is committed to providing a valued product and works hard until the job is done right. Similar Projects: 1. SWD Ongoing Maintenance - Field Technician 2. Humana Ongoing Maintenance - Field Technician 3. Westworld - Field Technician 4. Pendergast Security Remodels - Field Technician JAMES GAMBESCIA Field Technician n Years with K2: 3 n Total Years Experience: 27 As a key member of the K2 team, James brings 27 years of industry experience to this JOC with a primary focus on smaller service work up to larger jobs. James is a highly skilled electrician with strong attention to detail. He focuses on building relationships with clients to ensure their satisfaction throughout the project. James is also responsible for leading and mentoring team members coming into the service program. He thrives on developing team members and ensures each team member is doing their part to get the job done right. In his role as Field Technician, James will be responsible for adhering to deadlines to ensure smooth project completions that are on schedule and budget. 10K2 ELECTRIC | TOWN OF FOUNTAIN HILLS SOLICITATION NO. 2021-008 C. KEY POSITIONS Similar Projects: 1. SWD Ongoing Maintenance - Field Technician 2. Humana Ongoing Maintenance - Field Technician 3. Cactus Solar Light - Field Technician 4. Pendergast Security Remodels - Field Technician BRAD DONNELLY Field Technician n Years with K2: 3 n Total Years Experience: 35 Brad Donnelly brings 35 years of experience to the K2 team and is a true asset with his breadth of electrical knowledge. He has worked in all aspects of commercial electrical throughout his career and has spent the last eight year focused on service-based jobs, working on multiple jobs simultaneously. He is committed to getting the job done right no matter what it takes and will work until the job is complete, which is a benefit to K2’s clients. Brad will bring a high-level of detail and knowledge to this JOC and ensure the job is done right. Similar Projects: 1. SWD Ongoing Maintenance - Field Technician 2. Humana Ongoing Maintenance - Field Technician 3. Maricopa County Cave Creek Pump Station - Field Technician 4. Pendergast Security Remodels - Field Technician “I have worked with K2 Electric for over 15 years. Being a chief engineer of commercial hi-rise properties I have found that it is important to have contractors that you can depend upon and trust. K2 has always done quality work at an affordable price. The electricians that they have sent to my properties have always been knowledgeable and efficient. They have done a number of larger projects for me and have always completed them on time. I have no hesitation in recommending them for any electrical projects.” Steve Greenhalgh Chief Building Engineer Paragon Services, LLC APPENDIX: VENDOR INFORMATION TOWN OF FOUNTAIN HILLSCOMMUNITY SERVICES DEPARTMENT2020-008 945164.3 iv IV.Vendor Information By submitting an SOQ, the submitting Vendor certifies that it has reviewed the entire RFQ, including Appendix A and Appendix B, if awarded the Agreement, agrees to be bound by all terms and conditions contained therein. VENDOR SUBMITTING SOQ FEDERAL TAX ID NUMBER PRINTED NAME AND TITLE AUTHORIZED SIGNATURE ADDRESS TELEPHONE FAX # CITY STATE ZIP DATE WEB SITE: E-MAIL ADDRESS: ROC License Numbers and Classifications: __________________________________________ SMALL, MINORITY, DISADVANTAGED AND WOMEN-OWNED BUSINESS ENTERPRISES (check appropriate item(s): Small Business Enterprise (SBE)Minority Business Enterprise (MBE)Disadvantaged Business Enterprise (DBE)Women-Owned Business Enterprise (WBE) Has the Vendor been certified by any jurisdiction in Arizona as a minority or woman-owned business enterprise? If yes, please provide details and documentation of the certification. K2 Electric Matt Kuiper / Vice President 4038 E. Superior Ave. 480-206-6864 Phoenix, AZ 85040 9/14/20 www.K2elec.com Mkuiper@k2elec.com 323967 CR-11 83-3435899 APPENDIX: RESUMES K2 ELECTRIC | TOWN OF FOUNTAIN HILLS SOLICITATION NO. 2021-008 RESUMES JARED KREDIT PROJECT EXECUTIVE YEARS WITH K2: 12 YEARS EXPERIENCE: 14 EDUCATION: BS, Business Economics, University of Arizona’s Eller College of Management CERTIFICATIONS/TRAINING: ▪OSHA 10-Hour ▪McCormick Estimating Software Standard Training Class Certificate ▪AZ Builders Alliance (ABA) Board Member and 2019 Young Builders Council Chairman ▪Microsoft Office Specialist: Excel Associate Certificate ▪ABA Leadership Development Forum Graduate (2017) ▪Certificate holder for 3 Leadership Management International Programs ▪Independent Electrical Contractors Association (IECA) Board Member (Former) ▪2015 IECA National 40 Under 40 Winner BIOGRAPHY: Jared excels at leading teams on projects of all size and scope. He brings 14 years of leadership experience and electrical knowledge to K2, and his greatest strength is his ability to communicate across all levels of the organization. Jared also makes it a priority to communicate with clients on every job to guarantee client satisfaction. When issues arise, he is proactive at providing resolutions to the Owner’s satisfaction to get the job done on time and within budget. Jared’s role on this JOC is to ensure K2 delivers on their commitment to the Town of Fountain Hills throughout the contract from relationship management, preconstruction and team assessments. He will work closely with Matt Kuiper, Senior Project Manager. KEY ATTRIBUTE Provides knowledge and leadership skills and excels at communicating across all levels of the organization. MATT KUIPER SENIOR PROJECT MANAGER YEARS WITH K2: 17 YEARS EXPERIENCE: 17 EDUCATION: ▪Graduated 4-year IEC Apprenticeship Program with Journeyman Card from the State of Arizona CERTIFICATIONS/TRAINING: ▪10-Hour OSHA Certified ▪Level 2 Thermographer ▪Proficient in McCormick Estimating Software ▪Aerial Work Platform Operator Training ▪ABA Leadership Development Forum Graduate (2018) ▪Received 2016 IEC National Emerging Leader Award BIOGRAPHY: Matt will serve as the single point of contact for the Town of Fountain Hills throughout this JOC to ensure all project and client needs are met. He is an experienced Senior Project Manager with high attention to detail and the most creative problem solver on the K2 team. He brings a level of technical knowledge far superior than most electricians and works with clients to solve for any issue in real time. He will be the contact to initiate, negotiate and execute each JOC work order. Matt will work with Jared Kredit, Project Executive during preconstruction, project closeout and team assessments. During construction, Matt’s responsibilities will include oversight for the overall project, safety, budget, schedule as well as communicating project status to the Town of Fountain Hills. He will conduct project coordination meetings to discuss necessary adjustments to manpower, equipment and subcontractors required to meet the project goals and schedule. KEY ATTRIBUTE Technically savvy problem solver who provides creative solutions for any challenge. K2 ELECTRIC | TOWN OF FOUNTAIN HILLS SOLICITATION NO. 2021-008 RESUMES CASEY KOTZENMACHER PROJECT MANAGER YEARS WITH K2: 7 YEARS EXPERIENCE: 24 EDUCATION: Associates Degree, Construction Electrician CERTIFICATIONS/TRAINING: ▪Project Manager Development Program (PMDP) Certification ▪Effective Leadership Development (ELD) Class ▪Effective Personal Productivity (EPP) Class BIOGRAPHY: Casey is an experienced project manager and is dedicated to delivering every project to the satisfaction of the Owner on time and within budget. His role on this JOC is to provide detailed information to the Town on all fronts, from estimating to RFIs and will be a primary point of contact to ensure communication is a top priority. Casey performs well in high stress environments and will bring a high level of knowledge and leadership to this JOC. JAMES CLARK FIELD OPERATIONS YEARS WITH K2: 8 YEARS EXPERIENCE: 19 EDUCATION: Penn Foster University, Electrical Program CERTIFICATIONS/TRAINING: ▪IEC Journeyman Program ▪ABA LDF Program, Graduation in December BIOGRAPHY: As the Field Operations on this JOC, James will be responsible for managing team members and schedules to ensure adequate manpower to complete all contracts. With 19 years of experience working in all aspects of electrical and managing jobs, James is solution-oriented and great at solving problems on the jobsite. He is skilled at bringing jobs together quickly to get the work done to meet the client’s goals and schedule. KEY ATTRIBUTE Detailed-oriented responsible for estimates, submittals and RFI paperwork with strict adherence to deadlines. KEY ATTRIBUTE Onsite management of daily operations, team members, and client relationships. K2 ELECTRIC | TOWN OF FOUNTAIN HILLS SOLICITATION NO. 2021-008 RESUMES JEREMY KEEHN FIELD TECHNICIAN YEARS WITH K2: 2 YEARS EXPERIENCE: 12 CERTIFICATIONS/TRAINING: ▪ABA Apprenticeship Program Graduate ▪OSHA 10-Hour BIOGRAPHY: Jeremy brings over 12 years of electrical experience to K2 and has expertise at understanding the client’s budget and goals on a project. He has a strong aptitude for successfully running multiple jobs at the same time in a very detailed manner. Jeremy will bring a task-oriented mindset to this JOC with a focus on meeting your goals. He is committed to providing a valued product and works hard until the job is done right. JAMES GAMBESCIA FIELD TECHNICIAN YEARS WITH K2: 3 YEARS EXPERIENCE: 27 CERTIFICATIONS/TRAINING: ▪K2 Safety Programs/ Certifications ▪OSHA 10-Hour ▪IECA Apprenticeship Program BIOGRAPHY: As a key member of the K2 team, James brings 27 years of industry experience to this JOC with a primary focus on smaller service work up to larger jobs. James is a highly skilled electrician with strong attention to detail. He focuses on building relationships with clients to ensure their satisfaction throughout the project. James is also responsible for leading and mentoring team members coming into the service program. He thrives on developing team members and ensures each team member is doing their part to get the job done right. In his role as Field Technician, James will be responsible for adhering to deadlines to ensure smooth project completions that are on schedule and budget. KEY ATTRIBUTE Excels at understanding the client’s budget and is extremely efficient and task-oriented. KEY ATTRIBUTE Relationship builder focused on maintaining connections with clients. K2 ELECTRIC | TOWN OF FOUNTAIN HILLS SOLICITATION NO. 2021-008 RESUMES BRAD DONNELLY FIELD TECHNICIAN YEARS WITH K2: 3 YEARS EXPERIENCE: 35 CERTIFICATIONS/TRAINING: ▪OSHA 10 ▪Arc Flash Training ▪Code Update Training Courses ▪Kurt Alter Foreman Seminar BIOGRAPHY: Brad Donnelly brings 35 years of experience to the K2 team and is a true asset with his breadth of electrical knowledge. He has worked in all aspects of commercial electrical throughout his career and has spent the last eight year focused on service- based jobs, working on multiple jobs simultaneously. He is committed to getting the job done right no matter what it takes and will work until the job is complete, which is a benefit to K2’s clients. Brad will bring a high-level of detail and knowledge to this JOC and ensure the job is done right. KEY ATTRIBUTE Thorough understanding of commercial electrical work and brings a high-level of skill and organization. 602.454.7800 4038 E. Superior Ave, Suite 102, Phoenix, AZ 85040 B-1 Contract No. 2021-008E JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND UTILITY CONTRUCTION COMPANY, INC. THIS JOB ORDER MASTER AGREEMENT (this “Contract”) is entered into as of November 17, 2020, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Utility Construction Company, Inc. a(n) Arizona Corporation (the “Contractor”). RECITALS A. The Town issued a Request for Qualifications, 2021-008, Electrical Services (the “RFQ”), a copy of which is on file in the Town Clerk’s Office and incorporated herein by reference, seeking statements of qualifications from vendors for professional consulting services. B. The Contractor submitted a Statement of Qualifications (the “SOQ”) in response to the RFQ, attached hereto as Exhibit A and incorporated herein by reference, and the Town desires to enter into an Agreement with the Contractor for Electrical Services (the “Services”). 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 Contractor hereby agree as follows: 1. Term of Contract. This Contract shall be effective as of the date first set forth above and shall remain in full force and effect for one year with up to four (one) year renewable options. 2. Job Order Master Contract Process. 2.1 This Contract establishes an indefinite delivery, indefinite quantity, Job Order Contract for such Electrical Services within the scope of this Contract as Town may request from time to time by issuance of an individual Job Order for each Project. A separate Job Order will be issued for each Project describing the specific Work to be performed by the Contractor for that Project. 2.2 Town shall have the right to perform work of the types included in this Contract itself or to have other Contractors perform such work. 2.3 This Contract does not obligate or require Town to offer any Job Order to Contractor and no Contract will exist for any specific Work until a Job Order for such Work has been fully executed by Town and Contractor. B-2 2.4 Scope of Work Under This Contract. The Contractor will provide all labor, tools, management, materials, parts and supplies, equipment, and transportation necessary to furnish a broad range of electrical services at various locations throughout the Town of Fountain Hills on an as-needed basis. Electrical services will include troubleshooting and repair of existing electrical systems, installation of new electrical components, general maintenance, and may include responses to emergency calls outside of normal Town operating hours. 2.5 Contract Price for Each Job Order. The amount to be paid by Town for the Project under each Job Order is the Contract Price for the Job Order. The Contract Price includes the Contract Price for the Work. The Contract Price for any Job Order may be a Fixed Price or a Guaranteed Maximum Price (GMP), subject to the following: A. The cumulative sum of the Job Orders performed by Contractor during any twelve (12) month period shall not exceed $125,000.00. B. There is no limit on the number of Job Orders that the Town may issue to Contractor during any twelve (12) month period of this Contract or during the entire period this Contract is in effect. C. Contractor may not refuse any Job Order under this Contract properly issued by Town, unless Contractor explains, in writing and to Town’s satisfaction, that the scope of work under a specific Job Order is poorly defined or hazardous to health or safety. 3. Performance of the Work. 3.1 Specifications. The Maricopa Association of Governments, Uniform Standard Specifications for Public Works Construction, current edition (“MAG Specifications”), Maricopa Association of Governments, Standard Details for Public Works Construction, current edition (“MAG Details”), have been adopted by Town and shall apply to the Work, to the extent applicable. In addition, to the extent Town has adopted its own Town Specifications, and/or Supplements and/or Modifications to the MAG Specifications or MAG Details (collectively the “Town Specifications”), those Town Specifications shall apply to the Work when and where appropriate and the Contractor shall fully comply therewith. Any questions or concerns about the applicability of any specific MAG or Town Specifications to the Work shall be directed in writing to the Project Engineer. The MAG Specifications, MAG Details and Town Specifications are incorporated into the Contract. 3.2 Coordination. Contractor shall also cooperate with Town in communicating with, obtaining necessary approvals or permits from, and responding to, any applicable government entity or regulatory agency, including participation in any hearings or meetings. 3.3 Extra Work/Changes in the Work/Approvals. Town reserves the right to make such changes in the plans and specifications for the Work, within the general scope B-3 thereof, as it may deem appropriate and any such change as set forth in a written Change Order or Extra Work Order shall be deemed a part of this Contract as if originally incorporated herein. A. Contractor shall not be entitled to payment for additional work unless a written Change Order or Extra Work Order, in form and content prescribed by Town, has been executed by Town prior to starting the additional work; on all such Change Orders and Extra Work Orders, Contractor shall specify the increased and/or decreased costs and whether it believes any extensions of time will be necessary to complete its Work as modified by the Change Order or Extra Work Order. In no event, however, will the Contractor be entitled to collect for overhead and profit for such changes more than the percentages of Contractor’s actual and direct cost incurred in such change as set forth in the corresponding Change Order. If additional work is performed on the basis of an Extra Work Order, a corresponding Change Order shall be prepared, approved and processed by Town before payment can be made to Contractor. B. Upon request by Town, Contractor shall submit for Town’s prior approval all samples, product data, shop drawings on all materials, systems and equipment to be incorporated into the Work. C. The Project Manager shall be designated by the Town. All communications concerning performance of the Work or the Project shall be provided to the designated Project Manager, who has the authority to act on behalf of Town, as delineated and limited by the Contract Documents and applicable law. The Project Manager has no authority to bind Town or Town Council in contravention of any Town Code, State or Federal statute or regulation, or this Contract. Project communications may be exchanged by e-mail upon the written agreement of the Project Manager and Contractor, but e-mail communications are not binding upon Town and cannot change the terms of the Contract or the scope of Work, or effectuate any change that requires a written change order. The use of e-mails is for information only, and e-mails will have no legal or binding effect. 3.5 Time/Float. Contractor shall strictly comply with the Project schedule approved in writing by Town (the “Contract Time”). The Contract Time shall start with the Notice to Proceed and end with final acceptance of the Work. Contractor shall commence performance of the Work and complete the Project through both substantial completion and final acceptance within the Contract Time, and failure to do so shall be a material breach of the Contract. A. Time is of the essence of the Contract, for each Project, for the Work, and for each phase and/or designated milestone thereof. B. No modification to the Contract Documents or the Contract Time shall be effective unless approved in writing, in advance, by Town. C. The total float time within the overall schedule is for the exclusive use of Town, but Town may approve Contractor’s use of float as needed to meet contract milestones and the Project completion date. B-4 4. Payments. Payments shall be made as follows: 4.1 Progress Payments. A. Progress billings will be processed monthly starting upon Project commencement. B. Contractor billings shall be submitted on Contractor’s typical invoice form. C. A list of all suppliers (including name, contact information and phone numbers) to be used by Contractor must be received and approved by Town, prior to release of Contractor’s monthly progress payment. Town’s approval of Contractor’s suppliers shall not release Contractor from any of its obligations under this Contract, including without limitation, Contractor’s indemnification, and insurance obligations. D. If required by Town, Contractor will be required to execute an Unconditional Waiver and Release on Progress Payment or Unconditional Waiver and Release on final payment contemporaneously with the receipt of partial or final payments, or other form of acknowledgment of payment and/or release of claims as required by Town, as well as unconditional lien waivers executed by subcontractors and/or suppliers who have provided labor, materials, or rental equipment to Contractor. Payments of any amounts covered by any conditional lien waivers may, at Town’s sole discretion, be made by joint check issued to the Contractor and the subcontractor or supplier. E. Contractor shall submit all other supporting documentation substantiating its Invoice as may be reasonably required by the Engineer, Project Manager, Town, and applicable laws. 4.2 Final Payment. Final payment including retainage shall be paid only after: (i) the Work has been fully completed (including completion of all incorrect or incomplete work items) and accepted by Town; (ii) necessary operating manuals, any excess materials and supplies necessary for matching materials and supplies incorporated into the Work, and complete “as-built” drawings, plans and specifications have been delivered to Town; (iii) if required by Town, full and unconditional lien waivers and releases by Contractor and any person performing labor or supplying material, machinery, fixtures, or tools for the Work have been delivered to Town; (iv) all conditions and requirements imposed by Town or any financing entity for the corresponding disbursement have been met; and (v) Contractor delivers to Town an Invoice requesting payment. The Contract number must be referenced on all invoices. 4.3 Town’s Right to Withhold Payment. Town may withhold payment to such extent as may be necessary in Town’s opinion to protect Town from loss for which the Contractor is responsible, including, without limitation: B-5 A. defective Work not remedied; B. third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to Town is provided by the Contractor; C. failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment; D. reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; E. damage to Town or another contractor; F. reasonable evidence that the Work will not be completed within the Contract Time (or otherwise by Town), and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or G. persistent failure to carry out the Work in accordance with the Contract Documents. 4.4 Joint/Direct Checks. Payments to Contractor may be made by checks payable jointly to Contractor and its employees, agents, subcontractors and suppliers, or any of them, and when in the sole opinion of Town it is advisable, payments may be made directly to Contractor's subcontractors and any amount so paid shall be deducted from the amounts owed to Contractor under this Contract. 4.5 Payment Not A Waiver. No payment (nor use or occupancy of the Project by Town) shall be deemed acceptance or approval of the Work or as a waiver of any claims, rights, or remedies of Town. 4.6 Liens and Bond Claims. Contractor shall make all payments, in the time required, of all labor and materials furnished to Contractor in the course of the Work and shall promptly furnish evidence of such payments as Town may require. Contractor shall pay when due all claims arising out of performance of the Work covered by this Contract for which a lien may be filed either against the real estate or leasehold interest of Town, or against payments due from Town to Contractor, or for which a claim may be made against any payment or performance bond or both. To the fullest extent permitted by law, Contractor agrees that no liens or other claims in the nature of a lien against the real estate, leasehold, or other interest of Town, against payment due from Town to Contractor, or against any payment or performance bond, shall be filed or made in connection with the Work by any party who has supplied professional services, labor, materials, machinery, fixtures, tools, or equipment used in or in connection with the performance of this Contract, and Contractor agrees to remove or to cause to be removed any such liens or claims in the nature of a lien or bond claim within ten (10) days upon receiving notice or obtaining actual knowledge of the existence of such liens or claims. In addition, Contractor agrees to defend, indemnify, and hold harmless Town from and against any and all such liens and claims. This paragraph does not apply to claims and liens of Contractor due to non-payment for Work performed. B-6 5. Documents. All documents, including any intellectual property rights thereto, prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town. 6. Contractor Personnel. Contractor shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. Contractor agrees to assign specific individuals to key positions. Contractor agrees that, upon commencement of the Services to be performed under this Agreement, key personnel shall not be removed or replaced without prior written notice to the Town. If key personnel are not available to perform the Services for a continuous period exceeding 30 calendar days, or are expected to devote substantially less effort to the Services than initially anticipated, Contractor shall immediately notify the Town of same and shall, subject to the concurrence of the Town, replace such personnel with personnel possessing substantially equal ability and qualifications. 7. Inspection; Acceptance. All work shall be subject to inspection and acceptance by the Town at reasonable times during Contractor’s performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the Town. 8. Licenses; Materials. Contractor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor, without limitation, all of Contractor’s applicable licenses issued by the Arizona Registrar of Contractors. The Town has no obligation to provide Contractor, its employees or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement. The Town has no obligation to provide tools, equipment or material to Contractor. 9. Work Standards, Warranties and Correction of Work. All materials and any other items incorporated into the Work shall be new, and all Work shall be of good and workmanlike quality and completed in strict conformance with all applicable laws, rules and regulations and the plans, specifications, schedules, Contract Documents and all other terms and conditions of the Contract. 9.1 Express Warranties. Within fourteen (14) days of the completion of the Work (or at such earlier time as requested by Town), Contractor shall execute and deliver to Town all warranties regarding the Work required by the Project plans and specifications. These warranties shall be in form and content satisfactory to Town, and any other person reasonably requested by Town, or Town’s lender(s). 9.2 Standard Warranty. In the absence of any requirement for warranties in the Project specifications, Contractor hereby warrants that the Work shall be free of any defects in quality or workmanship for a period of two (2) years after the date of completion and acceptance of the Project by Town. 9.3 Correction of Work. The Contractor shall promptly correct Work rejected by the Project Engineer, Project Manager, or Town as failing to conform to the requirements of the Contract Documents. The Contractor shall bear the cost of correcting such rejected Work. In addition to the Contractor’s other obligations including warranties under the Contract, the B-7 Contractor shall, for a period of (two) 2 years after Substantial Completion, correct work not conforming to the requirements of the Contract Documents. If the Contractor fails to correct nonconforming Work within a reasonable time, Town may correct it and the Contractor shall reimburse Town for the cost of correction. 10. Indemnification. To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Town and each council member, officer, employee or agent thereof (the Town and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”) to the extent that such Claims (or actions in respect thereof) are caused by the negligent acts, recklessness or intentional misconduct of the Contractor, its officers, employees, agents, or any tier of subcontractor in connection with Contractor’s work or services in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section. 11. Insurance. 11.1 General. A. Insurer Qualifications. Without limiting any obligations or liabilities of Contractor, Contractor shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town. Failure to maintain insurance as specified herein may result in termination of this Agreement at the Town’s option. B. No Representation of Coverage Adequacy. By requiring insurance herein, the Town does not represent that coverage and limits will be adequate to protect Contractor. The Town reserves the right to review any and all of the insurance policies and/or endorsements cited in this Agreement but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. C. Additional Insured. All insurance coverage, except Workers’ Compensation insurance and Professional Liability insurance, if applicable, shall name, to the fullest extent permitted by law for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees as Additional Insured as specified under the respective coverage sections of this Agreement. D. Coverage Term. All insurance required herein shall be maintained in full force and effect until all work or services required to be performed under the terms B-8 of this Agreement are satisfactorily performed, completed and formally accepted by the Town, unless specified otherwise in this Agreement. E. Primary Insurance. Contractor’s insurance shall be primary insurance with respect to performance of this Agreement and in the protection of the Town as an Additional Insured. F. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. G. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Contractor. Contractor shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. H. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self- insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Contractor shall be solely responsible for any such deductible or self-insured retention amount. I. Use of Subcontractors. If any work under this Agreement is subcontracted in any way, Contractor shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Section and insurance requirements set forth herein protecting the Town and Contractor. Contractor shall be responsible for executing any agreements with its subcontractors and obtaining certificates of insurance verifying the insurance requirements. J. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Contractor will provide the Town with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of the insurance policies as required by this Agreement, issued by Contractor’s insurance insurer(s) as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverages, conditions and limits of coverage specified in this Agreement and that such coverage and provisions are in full force and effect. Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The Town shall reasonably rely upon the certificates of insurance and declaration page(s) of the insurance policies as evidence of coverage but such acceptance and reliance shall not waive or alter in any way the B-9 insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement, it shall be Contractor’s responsibility to forward renewal certificates and declaration page(s) to the Town 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing the RFQ number and title or this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate RFQ number and title or a reference to this Agreement, as applicable. Additionally, certificates of insurance and declaration page(s) of the insurance policies submitted without referencing the appropriate RFQ number and title or a reference to this Agreement, as applicable, will be subject to rejection and may be returned or discarded. Certificates of insurance and declaration page(s) shall specifically include the following provisions: (1) The Town, its agents, representatives, officers, directors, officials and employees are Additional Insureds as follows: (a) Commercial General Liability – Under Insurance Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent. (b) Auto Liability – Under ISO Form CA 20 48 or equivalent. (c) Excess Liability – Follow Form to underlying insurance. (2) Contractor’s insurance shall be primary insurance with respect to performance of this Agreement. (3) All policies, except for Professional Liability, including Workers’ Compensation, waive rights of recovery (subrogation) against Town, its agents, representatives, officers, officials and employees for any claims arising out of work or services performed by Contractor under this Agreement. (4) ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the phrases in the cancellation provision “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives” shall be deleted. Certificate forms other than ACORD form shall have similar restrictive language deleted. 11.2 Required Insurance Coverage. A. Commercial General Liability. Contractor shall maintain “occurrence” form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy B-10 shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal injury and advertising injury. Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including but not limited to, separation of insured’s clause. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, officials and employees shall be cited as an Additional Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of “your work” for that insured by or for you.” If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. B. Vehicle Liability. Contractor shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Contractor’s owned, hired and non-owned vehicles assigned to or used in the performance of the Contractor’s work or services under this Agreement. Coverage will be at least as broad as ISO coverage code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees shall be cited as an Additional Insured under ISO Business Auto policy Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance. C. Professional Liability. If this Agreement is the subject of any professional services or work, or if the Contractor engages in any professional services or work in any way related to performing the work under this Agreement, the Contractor shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Contractor, or anyone employed by the Contractor, or anyone for whose negligent acts, mistakes, errors and omissions the Contractor is legally liable, with an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate. D. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Contractor’s employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit. 11.3 Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town. 12. Termination; Cancellation. B-11 12.1 For Town’s Convenience. This Agreement is for the convenience of the Town and, as such, may be terminated without cause after receipt by Contractor of written notice by the Town. Upon termination for convenience, Contractor shall be paid for all undisputed services performed to the termination date. 12.2 For Cause. If either party fails to perform any obligation pursuant to this Agreement and such party fails to cure its nonperformance within 30 days after notice of nonperformance is given by the non-defaulting party, such party will be in default. In the event of such default, the non-defaulting party may terminate this Agreement immediately for cause and will have all remedies that are available to it at law or in equity including, without limitation, the remedy of specific performance. If the nature of the defaulting party’s nonperformance is such that it cannot reasonably be cured within 30 days, then the defaulting party will have such additional periods of time as may be reasonably necessary under the circumstances, provided the defaulting party immediately (A) provides written notice to the non-defaulting party and (B) commences to cure its nonperformance and thereafter diligently continues to completion the cure of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of such termination for cause, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.3 Due to Work Stoppage. This Agreement may be terminated by the Town upon 30 days’ written notice to Contractor in the event that the Services are permanently abandoned. In the event of such termination due to work stoppage, payment shall be made by the Town to the Contractor for the undisputed portion of its fee due as of the termination date. 12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further obligations by the Town or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a consultant to any other party of this Agreement with respect to the subject matter of this Agreement. 12.5 Gratuities. The Town may, by written notice to the Contractor, cancel this Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer, agent or employee of the Town for the purpose of securing this Agreement. In the event this Agreement is canceled by the Town pursuant to this provision, the Town shall be entitled, in addition to any other rights and remedies, to recover and withhold from the Contractor an amount equal to 150% of the gratuity. 12.6 Agreement Subject to Appropriation. This Agreement is subject to the provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of this Agreement for payment of funds by the Town shall be effective when funds are appropriated for purposes of this Agreement and are actually available for payment. The Town shall be the sole judge and authority in determining the availability of funds under this Agreement and the Town shall keep the Contractor fully informed as to the availability of funds for this Agreement. B-12 The obligation of the Town to make any payment pursuant to this Agreement is a current expense of the Town, payable exclusively from such annual appropriations, and is not a general obligation or indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town and the Contractor shall be relieved of any subsequent obligation under this Agreement. 12.7 Upon any termination of the Contract, no further payments shall be due from Town to Contractor unless and until Contractor has delivered to Town any and all documentation required to be maintained by Contractor or provided by Contractor to Town. 12.8 Under no circumstances shall Town have any liability for any costs, expenses, overhead, or profits in relation to any work not actually performed, or for any future or anticipated profits, recovery, damages, expenses, or loses. 13. Miscellaneous. 13.1 Independent Contractor. It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Contractor acknowledges and agrees that the Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the Town. Contractor, its employees and subcontractors are not entitled to workers’ compensation benefits from the Town. The Town does not have the authority to supervise or control the actual work of Contractor, its employees or subcontractors. The Contractor, and not the Town, shall determine the time of its performance of the Services provided under this Agreement so long as Contractor meets the requirements of its agreed Scope of Work as set forth in Section 2 above. Contractor is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and Contractor do not intend to nor will they combine business operations under this Agreement. 13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 13.3 Laws and Regulations. Contractor shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Contractor is responsible abides by, and remains in compliance with, all rules, regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A) existing and future Town and County ordinances and regulations; (B) existing and future State and Federal laws; and (C) existing and future Occupational Safety and Health Administration standards. 13.4 Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the Town and the Contractor. B-13 13.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 13.6 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of, review of, and entry into this Agreement. 13.8 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by Contractor without prior, written permission of the Town, signed by the Town Manager. Any attempted assignment or delegation by Contractor in violation of this provision shall be a breach of this Agreement by Contractor. 13.9 Subcontracts. No subcontract shall be entered into by the Contractor with any other party to furnish any of the material or services specified herein without the prior written approval of the Town. The Contractor is responsible for performance under this Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material breach of this Agreement by Contractor. 13.10 Rights and Remedies. No provision in this Agreement shall be construed, expressly or by implication, as waiver by the Town of any existing or future right and/or remedy available by law in the event of any claim of default or breach of this Agreement. The failure of the Town to insist upon the strict performance of any term or condition of this Agreement or to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the Town’s acceptance of and payment for services, shall not release the Contractor from any responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the Town to insist upon the strict performance of this Agreement. 13.11 Attorneys’ Fees. In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Agreement or on account of any breach or default hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a jury, which B-14 shall be deemed to have accrued on the commencement of such action and shall be enforced whether or not such action is prosecuted through judgment. 13.12 Liens. All materials or services shall be free of all liens and, if the Town requests, a formal release of all liens shall be delivered to the Town. 13.13 Offset. A. Offset for Damages. In addition to all other remedies at law or equity, the Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for damages resulting from breach or deficiencies in performance or breach of any obligation under this Agreement. B. Offset for Delinquent Fees or Taxes. The Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for delinquent fees, transaction privilege taxes and property taxes, including any interest or penalties. 13.14 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: Town of Fountain Hills 4711 East Falcon Drive, Suite 111 Mesa, Arizona 85215 Attn: Aaron D. Arnson, Town Attorney If to Contractor: Utility Construction Company, Inc. 8435 East Baseline Road, Suite 106 Mesa, Arizona 85209 Attn: Greg Hutchinson, Senior Project Manager or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and B-15 refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 13.15 Confidentiality of Records. The Contractor shall establish and maintain procedures and controls that are acceptable to the Town for the purpose of ensuring that information contained in its records or obtained from the Town or from others in carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or employees, except as required to perform Contractor’s duties under this Agreement. Persons requesting such information should be referred to the Town. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under this Agreement. 13.16 Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under subsection 13.17 below, Contractor’s and its subcontractor’s books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit (A) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (B) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary for the Town to audit Records as set forth in this subsection, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this subsection. The Town shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractor’s failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 13.18 Israel. Contractor 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. B-16 13.19 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Scope of Work, the Fee Proposal, the RFQ and the Contractor’s SOQ, the documents shall govern in the order listed herein. 13.20 Non-Exclusive Contract. This Agreement is entered into with the understanding and agreement that it is for the sole convenience of the Town. The Town reserves the right to obtain like goods and services from another source when necessary. 13.21 Cooperative Purchasing. Specific eligible political subdivisions and nonprofit educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted to utilize procurement agreements developed by the Town, at their discretion and with the agreement of the awarded Contractor. Contractor may, at its sole discretion, accept orders from Eligible Procurement Unit(s) for the purchase of the Materials and/or Services at the prices and under the terms and conditions of this Agreement, in such quantities and configurations as may be agreed upon between the parties. All cooperative procurements under this Agreement shall be transacted solely between the requesting Eligible Procurement Unit and Contractor. Payment for such purchases will be the sole responsibility of the Eligible Procurement Unit. The exercise of any rights, responsibilities or remedies by the Eligible Procurement Unit shall be the exclusive obligation of such unit. The Town assumes no responsibility for payment, performance or any liability or obligation associated with any cooperative procurement under this Agreement. The Town shall not be responsible for any disputes arising out of transactions made by others. 13.22 Special Provisions. The Contract created by this request and the resulting request for qualifications will automatically renew for up to four successive one-year terms, unless the Vendor notifies the Town in writing of its desire to terminate the Contract. If extended, the then-current prices shall be applicable during the subsequent renewal year unless the Vendor notifies the Town in writing of any rate increase and the Town approves the increase with an authorized signature, prior to the end of the then-current term. [SIGNATURES ON FOLLOWING PAGES] B-17 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: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGES] B-18 “Contractor” Utility Construction Company, Inc., an Arizona corporation By: Name: Title: EXHIBIT A TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND THE HERNANDEZ COMPANIES, INC., [Contractor’s SOQ] See following pages. EXHIBIT A TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND UTILITY CONSTRUCTION COMPANY, INC. [Contractor’s SOQ] See following pages. Statement of Qualifications Submitted by: Utility Construction Company, Inc. Solicitation Number: 2021-008 General Electrical Services September 24, 2020 Submitted to: Town Clerk Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Submitted by: Utility Construction Company, Inc. 8435 E. Baseline Rd, Suite #106 Mesa, Arizona 85209 Phone: (480) 654-3100 Contact: Greg Hutchinson, Sr. Project Manager GENERAL ELECTRICAL SERVICES – JOC STATEMENT OF QUALIFICATIONS TOWN OF FOUNTAIN HILLS UTILITY CONSTRUCTION COMPANY, INC. SOLICITATION NO. 2021-008 SEPTEMBER 24, 2020 2 TABLE OF CONTENTS COVER LETTER……………………………………………………………………………………………… 1 TABLE OF CONTENTS……………………………………………………………………………………… 2 A. GENERAL INFORMATION: ……………………………………………………………………………... 3 (1) Cover Letter ………………………………………………………………………………………………. 3 (2) Vendor Identification ……………………………………………………………………………………… 3 (3) Office Location ……………………………………………………………………………………………. 3 (4) General Description of Vendor ………………………………………………………………………….. 4 (5) Terminated Contracts ……………………………………………………………………………………. 4 (6) Claims ……………………………………………………………………………………………………… 4 (7) Debarment ………………………………………………………………………………………………… 4 (8) Vendor Information Form ………………………………………………………………………………... 5 B. EXPERIENCE AND QUALIFICATIONS OF THE VENDOR: ………………………………………… 5 (1) Vendor’s Experience in Similar Services ………………………………………………………………. 5 (2) Similar Projects …………………………………………………………………………………………… 6 (3) AZ Contractor’s Licenses ………………………………………………………………………………… 8 (4) Additional Documentation …………………………………………………………………………………8 C. KEY POSITIONS ………………………………………………………………………………………….. 8 (1) UCC Key Personnel ……………………………………………………………………………………… 9 CONCLUSION ………………………………………………………………………………………………. 10 Attachments: UCC ‘Vendor Information Form’ with AZ UTRACS DBE/SBC documentation GENERAL ELECTRICAL SERVICES – JOC STATEMENT OF QUALIFICATIONS TOWN OF FOUNTAIN HILLS UTILITY CONSTRUCTION COMPANY, INC. SOLICITATION NO. 2021-008 SEPTEMBER 24, 2020 3 A. GENERAL INFORMATION: (1) Cover Letter Utility Construction Company, Inc. (UCC) has provided a cover letter at the forward of this Statement of Qualifications (SOQ). (2) Vendor Identification UCC is a privately-held Arizona corporation founded in 1992. UCC is not a wholly owned subsidiary of another company. UCC is a for-profit corporation. Following is key information related to the firm: Legal Name: Utility Construction Company, Inc. Physical Address: 8435 E. Baseline Rd, Suite #106, Mesa, Arizona 85209 Mailing Address: P.O. Box 1820, Queen Creek, Arizona 85142 Identification No.: 86-0810765 (Federal Tax ID Number) Legal Form: Corporation The following person is UCC’s representative that may be contacted concerning this SOQ: Name: Greg Hutchinson Title: Senior Project Manager Email: Greg@UtilityConstructionCo.com Cell: (602) 828-1569 (3) Office Location UCC principal office is located in the southeast valley at 8435 E. Baseline Road, Suite 106, Mesa, Arizona 85209. This Mesa, AZ office will serve as UCC’s ‘principal office’ and ‘local work office’ for services under this Job Order Contract. UCC may also utilize local UCC branch offices throughout the valley for dispatch of personnel and equipment for services provided to the Town of Fountain Hills. GENERAL ELECTRICAL SERVICES – JOC STATEMENT OF QUALIFICATIONS TOWN OF FOUNTAIN HILLS UTILITY CONSTRUCTION COMPANY, INC. SOLICITATION NO. 2021-008 SEPTEMBER 24, 2020 4 (4) General Description of Vendor Utility Construction Company, Inc. (UCC) is a licensed general contractor focusing on construction, service, maintenance and material re-sale contracts in the southwest United States. With our headquarters in Mesa, Arizona, work in the Phoenix-metro area is our primary target. UCC is owned by UCC President and CEO Suzette Nickum. UCC is a certified Disadvantaged Business Enterprise (DBE) with the Arizona Department of Transportation, and a certified Small Business Concern (SBC) with the City of Phoenix. UCC has a strong background in electrical infrastructure including Streetlighting, Traffic Signals, Underground Utilities, Directional Boring, and Medium Voltage work. Service contracts, O&M contracts, and JOC contracts, and Alternative Delivery contracts represent a large portion of our work. UCC has over 100 employees, including many long-term key personnel. UCC has multiple facilities in place in the Phoenix valley for staging of labor and equipment for efficient dispatching to project sites. We hold a large fleet of construction equipment to support our self-perform work, including medium- voltage fault locator, backhoes, trenchers, excavators, dump trucks, water trucks, bucket trucks, line trucks, heavy earthmoving equipment, vertical pressure drills, soft-dig (water, air) vacuum excavation rigs, trucks and trailers. UCC founded in 1992 and has been in business for twenty-eight (28) years. UCC is also able to offer the services and products of UCC subsidiary ‘PLG, LLC’ for custom indoor and outdoor lighting LED products and solutions (www.plgled.com), including energy and lighting audits, photometric design, LED retrofits, custom fixtures, energy saving options and LED design. PLG, LLC is UL certified, IGA dark sky listed and DLC listed. (5) Terminated Contracts UCC and its Officers have never had any contract or subcontract terminated. (6) Claims UCC has not had any claims arising from a contract that resulted in litigation or arbitration within the last five years. (7) Debarment UCC has never been debarred by any federal, state, or local government agency. GENERAL ELECTRICAL SERVICES – JOC STATEMENT OF QUALIFICATIONS TOWN OF FOUNTAIN HILLS UTILITY CONSTRUCTION COMPANY, INC. SOLICITATION NO. 2021-008 SEPTEMBER 24, 2020 5 (8) Vendor Information Form Please see attached ‘Vendor Information Form’, page iv. of the solicitation. B. EXPERIENCE AND QUALIFICATIONS OF THE VENDOR: (1) Vendor’s Experience in Similar Services UCC holds a great amount of experience providing similar services to municipalities (and other public agencies) within the last five years. In fact, JOC/service contracts comprise more than 50% of UCC’s annual revenue. UCC experience in providing similar services includes the following recent long-term multi-year service / JOC contracts: ▪ U.S. Department of Homeland Security Comprehensive Tactical Infrastructure Maintenance and Repair (CTIMR) Area 3 ▪ O&M of Industrial Waste Water Pretreatment Plant at Davis-Monthan AFB, Tucson, AZ ▪ San Carlos Irrigation Project – Electric & Underground Services Contract ▪ U.S. Forest Service ID/IQ – Road Maintenance Blading, Black Mesa & Lakeside districts ▪ San Carlos Irrigation Project – Generator Maintenance Contract ▪ San Carlos Irrigation Project – HVAC Maintenance Contract ▪ City of Phoenix Streetlight Maintenance JOC ▪ City of Phoenix Directional Boring JOC ▪ City of Peoria Lighting Maintenance and Inspections ▪ City of Phoenix Foundations and Conduit for Traffic Signals JOC ▪ City of Chandler Streetlight Pole Replacement Contract ▪ City of Avondale Streetlight Pole Replacement Contract UCC’s long-term multi-year service / JOC contract experience demonstrates ability to be successful under this JOC for the Town of Fountain Hills across many trades of work. (2) Similar Projects Following are four (4) project examples of some of UCC’s recent relevant work. Each example project below has been selected to highlight different services / trades of work to illustrate the extent of UCC’s experience and capabilities. GENERAL ELECTRICAL SERVICES – JOC STATEMENT OF QUALIFICATIONS TOWN OF FOUNTAIN HILLS UTILITY CONSTRUCTION COMPANY, INC. SOLICITATION NO. 2021-008 SEPTEMBER 24, 2020 6 Example Project #1: Viewpoint Northpoint Building, Electrical Outage and 500KVA Transformer Replacement (a) Name of Client: Flatiron Electric, Inc. (b) Contact Name: Mr. Steve Ross (c) Contact Information: P.O. Box 3819 Apache Junction, AZ 85117 Phone: (602) 989-7899 Email: Steve@FlatironElectric.com (d) Type of Services Provided: Emergency call-out to troubleshoot medium voltage outage at Viewpoint RV Resort Northpoint Building. Provide and replace faulty 500KVA 12,470-208/120V 3O Transformer. (e) Dates of Contract: August 10, 2018 – August 21, 2018 Example Project #2: City of Phoenix Streetlight Maintenance Program (JOC) (a) Name of Client: City of Phoenix Street Transportation Department (b) Contact Name: Mr. Marcelino Nava (c) Contact Information: 200 W. Washington Street, 6th Floor Phoenix, AZ 85003 Phone: (602) 540-3943 Email: Marcelino.Nava@Phoenix.gov (d) Type of Services Provided: Job Order Contract (JOC) under which UCC provided routine, non-routine, and emergency maintenance to City of Phoenix owned streetlight systems. UCC developed, deployed, and managed a web-based Computer Maintenance Management System (CMMS) to track all work associated with the JOC on behalf of the City. UCC was required to respond to all emergency work within 1 hour of receiving notification, 24 hours a day, 7 days a week. For the duration of the project, UCC actually averaged 45 minutes to respond to emergency work notifications. All work was completed within the COP right-of-way or public utility easement, at existing roadways and intersections. Inherently, this work is subject to a notable volume of vehicular or pedestrian traffic requiring special considerations for planning of work, scheduling, safety, and traffic control. UCC successfully implemented procedures to maintain safety for vehicular and pedestrian traffic, the general public, and UCC workers. UCC’s procedures and policies also helped contribute to NO (ZERO) accidents for all job orders under GENERAL ELECTRICAL SERVICES – JOC STATEMENT OF QUALIFICATIONS TOWN OF FOUNTAIN HILLS UTILITY CONSTRUCTION COMPANY, INC. SOLICITATION NO. 2021-008 SEPTEMBER 24, 2020 7 this JOC. UCC complied with all contract requirements including SBE utilization (exceeding the SBE goal), the use of Traffic Barricade Manual and COP Street Transportation requirements for TRACS permits. (e) Dates of Contract: January 1, 2014 – December 31, 2018 Example Project #3: Val Vista Villages RV Park Medium Voltage Electrical Upgrade (a) Name of Client: Val Vista Villages (b) Contact Name: Keith Volker (c) Contact Information: 233 N. Val Vista Drive Mesa, AZ 85213 Phone: (480) 832-2547 Email: KeithV@cal-am.com (d) Type of Services Provided: Medium Voltage Electrical Upgrade – Phase 1, Phase 2, and Phase 3, consisted of: Replace and upgrade existing medium voltage electrical distribution at the property, with construction of new SES’s 1, 2, and 3. (e) Dates of Contract: April 6, 2017 - April 6, 2020 Example Project #4: Good Life RV Resort Emergency Electrical Outage (a) Name of Client: Good Life Resort (b) Contact Name: Ralph Brothers (c) Contact Information: 3403 E. Main Street Mesa, AZ 85213 Phone: (480) 832-4990 Email: RalphB@cal-am.com (d) Type of Services Provided: Emergency response to electrical outage at RV resort of unknown size and locations. UCC immediately dispatched crews to locate, diagnose, and troubleshoot electrical issues. During all steps and work activities, UCC followed make-safe measures as applicable including isolation of circuits, lock-out / tag-out, verification of absence of voltage, placement of grounding, use of PPE and implementation of other safety measures in accordance with NESC. UCC coordinated with and cooperated alongside utility service provider GENERAL ELECTRICAL SERVICES – JOC STATEMENT OF QUALIFICATIONS TOWN OF FOUNTAIN HILLS UTILITY CONSTRUCTION COMPANY, INC. SOLICITATION NO. 2021-008 SEPTEMBER 24, 2020 8 (SRP) while on-site. UCC crews traced fault to two (2) damaged sections; in total six (6) cables needed to be repaired. Soft-dig excavation was utilized at the identified fault location; UCC continued with hand excavation until a sufficient work pit was created that completely exposed the damaged cables. UCC performed repairs which consisted of installation of a replacement piece of cable (2-3 LF) plus two splices; a total of twelve splices were required. After repairs were complete, UCC removed grounding cables to perform testing on the affected phases. When the results indicated that there was still a problem with the cabling, UCC worked diligently to identify reason for false ‘fail’ test results. Two transformers on the circuits that were not isolated were identified as the reason for the failed tests. After locating and isolating these 2 substation transformers, UCC re-tested the circuits and everything passed. (e) Dates of Contract: February 26, 2018 – February 27, 2018 (3) Arizona Contractor’s Licenses Following is information for all current UCC licenses issued by the Arizona Registrar of Contractors applicable to the services proposed by UCC: Number Classification First Issuance Date ROC 124023 General Commercial, A General Engineering May 16, 1997 ROC 200356 General Commercial, A-17 Electrical and Transmission Lines September 26, 2004 ROC 122544 Specialty Commercial, L-11 Electrical May 14, 1997 (4) Additional Documentation Please let us know if you have any questions or require additional documentation. UCC will respond to any requests within 72 (or as specified) to assist the Town in its evaluation. Thank you. C. KEY POSITIONS: Table 1 below identifies each of UCC’s proposed key personnel to be assigned to the project with information about each person’s title and relevant experience. GENERAL ELECTRICAL SERVICES – JOC STATEMENT OF QUALIFICATIONS TOWN OF FOUNTAIN HILLS UTILITY CONSTRUCTION COMPANY, INC. SOLICITATION NO. 2021-008 SEPTEMBER 24, 2020 9 Table 1 – UCC Key Personnel Name Title/Role Qualifications and Relevant Experience Greg Hutchinson Senior Project Manager / Program Manager ▪ AAS, Construction Management ▪ 20 Years’ experience in construction and service contracts ▪ Currently serves as the Program Manager for UCC’s Federal Contracts in New Mexico and Texas ▪ Strong background in multiple trades and services ▪ Oversees all of UCC’s production work and contracts ▪ 18 Years’ experience in Management Roles, overseeing projects on every level Natalie Shaffer Project Manager ▪ 6 Years’ experience in construction and service contracts ▪ Served as UCC’s Project Engineer for our 5-year City of Phoenix Streetlight Maintenance Contract, 2014- 2018 (25,000 work orders) – one of UCC’s largest and most high-profile contracts ▪ Served in Project Manager role for many of UCC’s recent JOC contracts. ▪ Skilled in organization and administration of project files. ▪ Excellent customer service and professional writing skills Chad Harper Electrical Superintendent ▪ Journeyman Electrical Graduate ▪ Certified and licensed Electrician ▪ Certified Level I and II IMSA Traffic Signal Technician ▪ OSHA-Certified ▪ Lead Electrical Superintendent on many of UCC’s recent JOCs, including those listed under B.(2) above. UCC Other Personnel With over 100 employees, UCC has a solid internal organization in place. All UCC employees have direct access to UCC President Suzette Nickum and UCC Program Manager Greg Hutchinson for the purpose of escalating any quality control or safety concerns. UCC will call upon any and all of its employees to support the requirements of the Town of Fountain Hills under this contract. GENERAL ELECTRICAL SERVICES – JOC STATEMENT OF QUALIFICATIONS TOWN OF FOUNTAIN HILLS UTILITY CONSTRUCTION COMPANY, INC. SOLICITATION NO. 2021-008 SEPTEMBER 24, 2020 10 CONCLUSION UCC is genuinely excited about the opportunity to be of service to the Town of Fountain Hills on this JOC. Our 28 years of experience in the valley across many of the trades (services) included in this JOC makes us an ideal candidate for this contract. We have a strong background in JOCs and are experienced in effectively managing and successfully performing work under long term contracts. UCC has built a strong reputation within the valley of successfully performing on contracts of similar scope and value to this JOC. We have the personnel, experience, and commitment to make this JOC a success. After-hours, Weekends, and Holiday hours Under this solicitation, ‘Appendix B – 2.3 Scope of Work Under This Contract.’ Electrical work will consist of, in part, emergency and after-hours’ work. With a long history of service-based contracts, UCC has the business systems in place to successfully respond to emergency work requests. In the event of a need for after-hour, weekend, or Holiday hours, a minimum of two (2) hours at double-time pay hourly rate will apply. We look forward to being of service! Thank you very much for your consideration of Utility Construction Company, Inc. ITEM 8. E. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 11/17/2020 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Public Works Prepared by: Justin Weldy, Public Works Director Staff Contact Information: Justin Weldy, Public Works Director Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF approving Professional Services Agreement C2021-022 with Kimley Horn and Associates, Inc., for the design of: (1) Palisades Boulevard and Eagle Ridge/Palomino Drive traffic signal design, and (2) Fountain Hills Boulevard and Palisades Boulevard intersection analysis. Staff Summary (Background) This is a request for Council consideration of two separate traffic engineering projects. The first project consists of a traffic signal design for Palisades Boulevard and Eagle Ridge/Palomino Drive. The second project is related to an evaluation and recommendation involving the intersection at Fountain Hills Boulevard and Palisades Boulevard. Traffic Signal Design at Palisades and Eagle Ridge/Palomino Drive There are a number of traffic-related as well as physical and jurisdictional challenges at the Palisades/Eagle Ridge/Palomino intersection. The Town signed this intersection as an All-Way Stop, due to the line-of-sight issues, almost immediately after its opening in 1997. Since that time traffic counts have continued to increase. With the Adero Canyon development and expansion of the CopperWynd Resort on Eagle Ridge Drive, traffic signal warrants at the intersection are anticipated to be met based on the CopperWynd Resort traffic study. Construction of a traffic signal at the intersection will provide for a more efficient flow of traffic at this critical intersection. The scope of work associated with this project includes a three phased approach. Phase 1 consists of warrant study to evaluate and document the need for a signalized controlled intersection based on the Manual on Uniform Traffic Control Devices (MUTCD), Section 4. Phase 2 consists of preparing preliminary design, cost estimates, and scoping document that will define the project improvements necessary for a fully functional four-legged traffic signal.Town staff anticipates other improvements being necessary for a fully functional and safe intersection. Phase 2 will be instrumental in assisting with defining the project of improvements in more detail and provide Town staff with a budget for programming and scheduling purposes. Phase 3 consists of the final design of the improvements. Fountain Hills Boulevard and Palisades Boulevard intersection analysis Making improvements to this intersection has been a top priority of the Town Council for several years. A traffic analysis will review signal timing/operations and changes necessary to improve operations. It will also evaluate the left turn storage lengths and determine if improvements are necessary. Finally, the traffic analysis will include an evaluation of crash data at the intersection to determine if crash patterns are evident and develop mitigation measures. The evaluation, results and recommendations will be documented in a technical report for review and consideration by the Mayor and Council. Related Ordinance, Policy or Guiding Principle Capital Projects Risk Analysis The Adero Canyon development and expansion of the CopperWynd Resort on Eagle Ridge Drive have necessitated the need for the construction of a traffic signal at the Palisades Eagle Ridge/Palomino intersection to provide improvements to the flow of traffic. In addition, a traffic analysis at the intersection of Fountain Hills Boulevard and Palisades Boulevard will determine the appropriate signal timing/operations and improvements necessary to improve pedestrian and traffic safety. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends approval of Professional Services Agreement 2021-022 with Kimley Horn and Associates, Inc. SUGGESTED MOTION MOVE to approve Professional Services Agreement C2021-022 with Kimley Horn and Associates, Inc., in the amount of $175,082, of which $15,917.00 shall be an owners’ allowance, for the design of Palisades Boulevard and Eagle Ridge/Palomino Drive traffic signal and Fountain Hills Boulevard and Palisades Boulevard intersection analysis. Fiscal Impact Fiscal Impact:$175,082.00 Budget Reference:Page 299 Funding Source:Capital Projects If Multiple Funds utilized, list here:N/A Budgeted: if No, attach Budget Adjustment Form:N/A Attachments Scope and Fee for Palisades and Fountain Hills. Scope and fee or Palisades and Eagle Ridge / Palomino Professional Services Agreement Form Review Inbox Reviewed By Date Public Works Director (Originator)Justin Weldy 11/02/2020 05:46 AM Finance Director David Pock 11/02/2020 06:42 AM Town Attorney Aaron D. Arnson 11/02/2020 07:53 AM Town Manager Grady E. Miller 11/05/2020 10:36 AM Form Started By: Justin Weldy Started On: 10/29/2020 09:17 AM Final Approval Date: 11/05/2020 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 September 2, 2020 Mr. Justin Weldy Public Works Director Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 Re: Fountain Hills Boulevard and Palisades Boulevard Intersection Traffic Study Scope and Fee Dear Mr. Weldy: Kimley-Horn and Associates, Inc. (“Kimley-Horn” or “Consultant”) is pleased to submit this letter agreement (the “Agreement”) to the Town of Fountain Hills (“Client” or “Town”) for the development of a Traffic Study for the intersection of Fountain Hills Boulevard and Palisades Boulevard. Project Understanding Fountain Hills Boulevard currently has two through lanes and an 85-foot left turn lane in the northbound approach, and has a left turn lane, a through lane, and shared through-right in the southbound approach. Palisades Boulevard has a left turn lane, a through lane, and a shared through-right lane in both approaches. The intersection is currently signalized and has protected left turns on all approaches. The Town has observed queueing problems in the northbound to westbound left turn approach due to high volumes associated with Fountain Hills High School. The Town has requested the services of Kimley-Horn to conduct a traffic study and evaluate the left turn storage length. The Town would also like to include a signal timing review and recommendations as well as an evaluation for any safety concerns at the intersection. Scope of Services Kimley-Horn will provide the services specifically set forth below. Task 1. – Project Management and Meetings a. Project management includes contract management and internal meetings with staff. This task coordinates and administers the day-to-day operations of the project, including organizing and filing project data and communication files, responding to project correspondence including emails, performance of monthly budget updates, and schedule monitoring. This task also includes the management of sub- consultants, and interfacing and communication determined to be reasonably necessary to keep stakeholders informed. EXHIBIT B Page 2 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 b. Kimley-Horn will submit bi-weekly progress reports to the Town’s Project Manager summarizing tasks in progress, upcoming scheduled tasks, and identified design issues. c. This task includes the preparation of monthly invoices to the Town for services performed. d. Kimley-Horn will attend one (1) Project Kickoff Meeting, which will be scheduled following the receipt of Notice to Proceed (NTP). The Project Kickoff Meeting will be held virtually and will be scheduled in coordination with Town staff. Kimley-Horn will be responsible for preparing the kick-off meeting agenda and submitting notes of the meeting to the Town. e. Kimley-Horn will attend up to two (2) Project Progress Meetings. Project progress meetings may be in the form of analysis review or comment resolution meetings. Meetings will be held virtually and will be scheduled at the request of the Town. Kimley-Horn will be responsible for preparing the meeting agenda and submitting notes of the meeting to the Town. f. Project submittals and QA/QC are included as a part of this task: i. The following submittals are included as a part of this contract: (1) Draft Technical Memorandum, including recommendations and synchro reports (2) Final Technical Memorandum, including recommendations and synchro reports ii. Each submittal will include electronic PDF versions of the documents listed above. iii. Kimley-Horn will compile received comments into a Summary of Comments form for the Draft Technical Memorandum. Kimley-Horn will provide comment responses and will address comments prior to the Final Technical Memorandum submittal. iv. Kimley-Horn will perform internal quality control reviews prior to each submittal. Task 2. – Data Collection and Build Model a. The Town will furnish the latest traffic signal as-builts, crash data, past counts, and existing signal timing plans at the intersection and provide to Kimley-Horn. Kimley- Horn will review data and coordinate with the Town. b. Kimley-Horn will conduct a field visit of the intersection to verify geometry, existing timing, and to review conditions. c. Kimley-Horn will utilize the information provided by the Town, existing timing, as well as aerials and field notes to confirm geometry and to build a synchro model of the intersection. Page 3 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 d. The Town will collect new traffic counts in-house or using another contractor and provide data to Kimley-Horn. Kimley-Horn will coordinate with the Town on timeframes and hours of necessary data collection. Task 3. – Traffic Analysis a. Signal Timing Analysis: This task will include evaluating current signal timing, specifically for all four left-turn movements, and make recommendations to improve level of service and reduce intersection delay. Kimley-Horn will evaluate and create signal timing plans for AM peak, Mid-day peak, PM peak, weekend peak, and off- peak based on counts received from the Town. b. Left-turn Storage Analysis: The purpose of the traffic analysis is to determine the necessary storage length for the northbound left-turn. The anticipated turning demand will be estimated using the Synchro 95th percentile queues and the required turn storage for the northbound left-turn lane will be calculated. c. Safety Analysis: Kimley-Horn will conduct a crash data analysis at the intersection to identify crash patterns and trends. Kimley-Horn will evaluate countermeasures that can be implemented to reduce crashes. Left-turn offset geometry will also be evaluated to determine if improvements are required. d. Recommendations: Based on the results found in the above three analyses, Kimley- Horn shall provide recommendations for left turn storage, signal timing, and safety improvements at the intersection. Relevant attachments will be provided. Two submittals (draft and final) will be prepared in .pdf format. See Task 1 for more information. e. Documentation: The analyses and recommendations will be summarized into a Draft Technical Memorandum. One set of comments will be received by the Town and addressed in the Final Technical Memorandum. Relevant figures and data will be provided as attachments. Direct Expenses a. Direct reimbursable expenses such as express delivery services, vehicular mileage, and other direct expenses will be billed at cost. A summary of anticipated expenses is shown in Appendix A of this document. Services Not Included Any other services, including but not limited to the following, are not included in this Agreement: • Preparation of Design plans, specifications, and estimate • Attending more meetings than specifically described in the sections above • Traffic counts Page 4 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 Information Provided By Client Kimley-Horn shall be entitled to rely on the completeness and accuracy of all information provided by the Client or the Client’s consultants or representatives. The Client shall provide all information requested by Kimley-Horn during the project. Schedule Upon receipt of an executed contract, we will provide our services as expeditiously as practicable according to a mutually agreed upon schedule. Closure We appreciate the opportunity to provide these services to you. Please contact me if you have any questions. Very truly yours, KIMLEY-HORN AND ASSOCIATES, INC. By: Lina Bearat, P.E. Project Manager Page 5 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 APPENDIX A FEE SUMMARY Summary of Consultant's Compensation 9/2/2020 Project Location: Project Description: Fountain Hills and Palisades Traffic Study 7740 N. 16th Street Suite 300 Phoenix, AZ 85020 602.944.5500 CONTRACT LABOR Classification Man Hours Billable Rates Labor Costs Senior Project Manager 5 210.00$ 1,050.00$ Project Manager 40 180.00$ 7,200.00$ Senior Professional 26 160.00$ 4,160.00$ Professional 5 140.00$ 700.00$ Analyst/ Designer 61 120.00$ 7,320.00$ Admin 5 110.00$ 550.00$ Subtotal Contract Labor 20,980.00$ DIRECT AND OUTSIDE EXPENSES General Expenses 500.00$ Subtotal Direct & Outside Expenses 500.00$ TOTALS Subtotal Contract Labor 20,980.00$ Subtotal Direct & Outside Expenses 500.00$ Subtotal Contract Fee 21,480.00$ Subtotal Subconsultant Allowances -$ Total Contract Fee & Allowances 21,480.00$ Detail of Consultant's Compensation Town of Fountain Hills Fountain Hills and Palisades Traffic Study Senior Project Manager Project Manager Senior Professional Professional Analyst/ Designer Admin TASK DESCRIPTION SUBTOTAL $ 210.00 $ 180.00 $ 160.00 $ 140.00 $ 120.00 $ 110.00 total hours TASK 1 - PROJECT MANAGEMENT AND MEETINGS 5,840.00$ 5 15 - 5 7 5 37 Project Administration, Bi-weekly Progress Reports, Invoicing 2,150.00$ 5 5 5 15 Project Kickoff Meeting (up to 1)600.00$ 2 2 4 Project Progress Meetings (up to 2)600.00$ 2 2 4 Summary of Comments 720.00$ 2 3 5 QA/QC 1,770.00$ 5 4 9 -$ 0 TASK 2 - DATA COLLECTION & BASE MAP 4,600.00$ - 10 7 - 14 - 31 Collect Maps and Quarter Sections 600.00$ 2 2 4 Project Field Review 1,500.00$ 5 5 10 Develop Synchro file 1,260.00$ 1 3 5 9 Traffic Data Collection Coordination 1,240.00$ 2 4 2 8 TASK 3 - TRAFFIC ANALYSIS 10,540.00$ - 15 19 - 40 - 74 Traffic Analysis and Recommendations -$ 0 Signal Timing Analysis 2,360.00$ 2 5 10 17 Left-turn Storage Analysis 1,600.00$ 2 4 5 11 Crash Data/Safety Analysis 2,700.00$ 5 15 20 Traffic Documentation -$ 0 Draft Traffic Memorandum 1,940.00$ 3 5 5 13 Final Traffic Memorandum 1,940.00$ 3 5 5 13 -$ 0 -$ 0 SUBTOTAL DIRECT LABOR 20,980.00$ 5 40 26 5 61 5 142 DIRECT EXPENSES EXPENSES 500.00$ SUBTOTAL SUBCONSULTANT ALLOWANCES -$ 0 0 0 0 0 0 TOTAL CONTRACT FEE - NOT TO EXCEED 21,480.00$ Page 2 of 2 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 September 1, 2020 Mr. Justin Weldy Public Works Director Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 Re:Palisades Boulevard and Eagle Ridge/Palomino Drive Intersection Traffic Signal Warrant, Scoping, and Final Design Scope and Fee Dear Mr. Weldy: Kimley-Horn and Associates, Inc. (“Kimley-Horn” or “Consultant”) is pleased to submit this letter agreement (the “Agreement”) to the Town of Fountain Hills (“Client” or “Town”) to provide professional engineering services associated with the intersection of Palisades Boulevard and Eagle Ridge/Palomino Drive. PROJECT UNDERSTANDING Based on the information provided by Town Staff (including the data provided via email and meeting held on 08/13/2020), we understand the following: · Palisades Boulevard provides two vehicle lanes and bike lanes in each direction and is separated by a raised landscaped median. Eagle Ridge Drive serves as the west leg of the intersection and provides one vehicle lane and bike lanes in each direction and is separated by a raised landscaped median. Palomino Boulevard serves as the east leg of the intersection and provides one vehicle lane in each direction and a striped two-way left turn lane. The intersection is currently controlled as a four-way stop. · The Town would like to conduct a signal warrant analysis to determine if the intersection warrants the installation of a traffic signal. · As part of the traffic analysis, the Town would like to investigate the need for an eastbound exclusive right turn lane at the intersection. If eastbound right turn lane is warranted, there would be a need for right-of-way acquisition to install the improvements. Other potential impacts include an existing residential driveway (approximately 145 feet west of Palisades Boulevard) and utilities that exist behind existing back of sidewalk. · All approaches to the intersection have dedicated left turn lanes except for the northbound approach. The traffic analysis will also investigate the storage length requirements for an exclusive northbound left turn lane. In order to accommodate the EXHIBIT A Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 2 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 installation of exclusive left turn lane, improvements to the intersection would be necessary, including median, pavement, landscape restoration, and striping. · Horizontal and vertical curvature exists on Palisades Boulevard. Sight distance will be evaluated on Palisades Boulevard on both approaches to the intersection to determine the extent of the visibility constraints and define the additional signal equipment and advanced warning devices necessary to mitigate the potential visibility constraints. · The west leg of the intersection (Eagle Ridge) falls within City of Scottsdale jurisdiction. We understand that the west leg is maintained by the Community Homeowners Association (HOA). Improvements on this leg would require coordination with the City of Scottsdale and HOA to gain input on the proposed improvements and clarify funding, operations and maintenance of the intersection. · The Town is preparing a Town Master Transportation Plan. Kimley-Horn will coordinate with the Town and their consultant to define the planned improvements for the intersection as part of the transportation plan. Considering the proposed improvements and jurisdictional boundaries, the Town has recommended that the project be split into three phases defined as follows: Phase 1 – Traffic Signal Warrant Study: This phase consists of the collection of traffic data and conducting traffic analysis at the intersection to determine whether a traffic signal is warranted, if an eastbound right turn lane is warranted, and the storage length requirements for northbound left turn lane and eastbound right (if warranted). Phase 2 – Scoping Document: This phase consists of developing a conceptual intersection design (based on the results of the traffic signal warrant study conducted in Phase 1). The work consists of geometric design for the eastbound right turn lane as well as an exclusive northbound left turn lane and will define the right-of-way and utility improvements to achieve the recommended improvements. This work will also consist of providing the Town with an engineer’s opinion of probable cost (OPC) for the Town to use in planning and programming the intersection improvements. Deliverables consist of a scoping letter with design concept and associated OPC. Phase 3 – Final Design: This phase consists of the development of construction plans, estimate, and specifications to construct the improvements approved by the Town. The pages that follow outline Kimley-Horn’s detail scope of services for each of the phases described. Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 3 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 SCOPE OF SERVICES Phase 1 – Traffic Signal Warrant Study:The purpose of the traffic analysis is to determine whether a traffic signal is warranted at the intersection of Eagle Ridge/Palomino and Palisades. This will also include an analysis of an eastbound right turn lane, as well as storage lengths for all turn lanes. Task 1.1 Data Collection and Review a. Kimley-Horn will review readily available traffic count data and traffic studies conducted within or adjacent to the project limits. These studies and the data will be utilized to complete the traffic analysis. The Town will provide copies of the traffic studies and available raw traffic count data. b. Kimley-Horn will obtain projected 2040 traffic conditions from the latest Maricopa Association of Governments (MAG) model. Horizon year traffic volumes are necessary to determine the intersection configuration will accommodate the horizon year design life. c. Kimley-Horn will coordinate with Town staff to obtain crash data for the most recent 10 years at the intersection. d. As requested by Town Staff, Kimley-Horn’s subconsultant (Field Data Services (FDS)) will collect turning movement counts and 24-hour approach volumes for each leg of the intersection. 24-hr approach volumes will be collected on typical Tuesday thru Saturday to determine the typical weekday and weekend conditions. Turning movement counts will be obtained based on the weekday peak periods observed from the data provided by Town staff and collected by FDS. Exact days and time for data collection will be coordinated with the Town prior to collection. See Appendix C for FDS scope of services. e. Kimley-Horn will conduct a field investigation to evaluate sight distance as well as document the existing conditions and constraints. Task 1.2 Traffic Analysis and Documentation a. Kimley-Horn will review the traffic data received. As discussed with Town staff, we anticipate current traffic volumes to be impacted by COVID Pandemic. Kimley-Horn will utilize the existing data collected and compare historical data collected and provided by the Town to develop estimated traffic volumes to be utilized for the traffic analysis. b. Kimley-Horn will conduct traffic signal warrants in accordance with the Manual on Uniform Traffic Control Devices (MUTCD), Chapter 4C. c. Kimley-Horn will conduct right turn lane warrant in accordance with the City of Scottsdale Design and Policies Guidelines Manual. d. Kimley-Horn will determine storage length requirements using AASHTO and Synchro software. Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 4 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 e. Kimley-Horn will prepare traffic technical memorandum summarizing the analysis, results and recommendations. Two submittals are proposed (draft and final). The draft memorandum will be submitted to the Town for review comment. The final traffic memorandum shall be submitted for approval to Town Staff. The approved traffic technical memorandum will serve as an appendix to the scoping document described in Phase 2. Task 1.3 Phase 1 Project Management and Meetings a. Kimley-Horn will attend one (1) Project Kickoff Meeting, which will be scheduled following the receipt of Notice to Proceed (NTP). The Project Kickoff Meeting will be held virtually and will be scheduled in coordination with Town staff. Kimley-Horn will be responsible for preparing the kick-off meeting agenda and submitting notes of the meeting to the Town. b. Kimley-Horn will attend up to one (1) traffic signal warrant comment resolution meeting. Meeting will be held virtually and will be scheduled following the receipt of Town Staff comments. Kimley-Horn will be responsible for preparing the meeting agenda and submitting notes of the meeting to the Town. c. Kimley-Horn project management task covers the management and administration hours through Phase 1 duration activities identified in the project schedule in Appendix B. Phase 1 project management task includes contract management, internal staff coordination, and coordination with Town staff outside of the meetings described. This task coordinates and administers the day-to-day operations of the project, including organizing and filing project data and communication files, responding to project correspondence including emails, and budget and schedule monitoring. This task also includes the management of sub-consultants. This task includes the preparation of monthly invoices to the Town for services performed. Phase 2 – Scoping Document:The purpose of the document is to develop conceptual design of the intersection improvements, including exclusive eastbound right, northbound left, and traffic signal improvements, for cost estimating and programming purposes. The document will also document the improvement, right-of-way needs, and utility impacts. Task 2.1 Data Collection and Base Map a. The Town will furnish the latest as-builts and quarter section maps for Town-owned facilities (roadway, storm drain, water, sewer, and aerials that are available, as well as privately-owned facilities (as available), within the project limits to Kimley-Horn. b. Kimley-Horn will utilize the as-builts data provided by the Town and will utilize Near Maps to develop a conceptual project base map in AutoCAD. c. Kimley-Horn will obtain plat mapping from Maricopa Assessors and available right-of- way data to assist with defining existing right-of-way within the project limits. Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 5 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 Task 2.2 Utility Coordination a. Kimley-Horn will submit a BlueStake ticket to request utility mapping from existing private utility companies with facilities within the project limits. b. Kimley-Horn will use the information obtained from the private utility company mapping to prepare an existing utilities base file in AutoCAD. c. Kimley-Horn will initiate contact with SRP electric to assist with defining the signal electrical point of service. This task will assist with defining the cost improvements associated with electrical service connections. d. Kimley-Horn will identify readily apparent utility conflicts with the proposed improvements and will include them in the DCR. e. Obtaining utility clearance is not included as a part of the Scoping Document Phase. f. Utility coordination meetings are not included as a part of the Scoping Document Phase. Task 2.3 Intersection Conceptual Development & 15% Design Plan a. Kimley-Horn will develop up to two (2) intersection conceptual alternatives illustrating the intersection geometry/roadway improvements, signal layout, and utility/ROW impacts. b. Kimley-Horn will prepare 15% Intersection Design Plan for the selected alternative. The 15% Design Plans will be prepared in accordance with Town of Fountain Hills and MAG standards. Kimley-Horn anticipates one plan sheet developed at 1” = 40’ Scale. Plan only view will be provided. c. Kimley-Horn will prepare two submittals of the 15% Plans are included with Phase 2 of the scoping document (Preliminary and Final). Task 2.4 Cost Estimate a. An engineer’s opinion of probable cost will be developed for each Conceptual Alternatives submittal. Quantities will be compiled in a list and will be labeled using sequential item numbers. Bid item descriptions will be based on MAG standard bid items. Unit prices will be derived using readily available bid data from projects with similar improvements. b. An engineer’s opinion of probable cost will be developed and submitted for the selected alternative at each submittal stage. Quantities will be compiled in a list and will be labeled using sequential item numbers. Bid item descriptions will be based on MAG standard bid items. Unit prices will be derived using readily available bid data from projects with similar improvements. Task 2.5 Scoping Document a. Kimley-Horn will prepare a Scoping Document consisting of a letter format. This Scoping Document (letter) will summarize the project features, conceptual Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 6 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 alternatives developed, recommended alternative, cost estimate, and conclusions. The outline will be based on ADOT’s Scoping Letter procedure, omitting sections that are not applicable to this project. The following sections are anticipated to be included in the Scoping Letter: i. Introduction/Project Description ii. Background Data/Existing Conditions iii. Project Scope (1) Conceptual Alternatives Development (Based on results of Phase 1) (2) Recommended Alternative iv. Development Considerations (1) Right-of-Way/Easements (if necessary) (2) Environmental Constraints (if necessary) (3) Removals (4) Drainage (5) Landscape/Irrigation (6) Signing (7) Traffic Signal (8) Constructability/Construction Phasing (9) Utilities (10) Pavement Design v. Estimated Costs vi. Vicinity Map vii. Appendices (1) Phase 1 Traffic Signal (2) Selected Intersection Alternative b. Environmental analysis and environmental clearance are not included as a part of this Phase of the contract. However, the scoping document will define if right-of- way is necessary and the need for Phase I Environmental Site Assessment (ESA). The Phase I ESA work shall be covered as an allowance under Phase 3 portion of the contract and will only be utilized if right-of-way is determined to be necessary. c. Kimley-Horn will coordinate with the City of Scottsdale, HOA, and the Town to define document funding allocation, operation/maintenance limits, and the need for encroachment permits. d. Kimley-Horn will prepare two (2) submittals of the Scoping Document (Draft and Final). Kimley-Horn will resolve and address the comments received from the draft Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 7 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 submittal. Written comment response will be provided for documentation purposes. Final document will be sealed in PDF format to Town staff. Task 2.6 Phase 2 Project Management and Meetings a. Kimley-Horn will attend up to three (3) Phase 2 project meeting, which will be scheduled following the approval from Town staff to proceed with Phase 2. The meetings are described as follows: i. Concept Alternative Development ii. Scoping Letter / Concept Development Comment Resolution Meeting – to be scheduled following receipt of Town Staff Comments. iii. HOA/Scottsdale Meeting Meetings will be held virtually and will consist of no more than two Kimley-Horn staff members. b. Kimley-Horn will be responsible for preparing the meeting agenda and submitting notes of the meeting to the Town. c. Kimley-Horn’s Phase 2 project management task covers the management and administration hours for the duration of Phase 2 project activities identified in the project schedule in Appendix B. Phase 2 project management task includes contract management, internal staff coordination, and coordination with Town staff outside of the meetings described. This task coordinates and administers the day-to- day operations of the project, including organizing and filing project data and communication files, responding to project correspondence including emails, and budget and schedule monitoring. This task also includes the management of sub- consultants. This task includes the preparation of monthly invoices to the Town for services performed. Phase 3 – Final Design:The purpose of this phase is to develop the bid documents (plans, specs, and estimate) to construct the improvement approved by the Town as part of Phase 2. Task 3.1 Topographic Survey and Right-of-Way Coordination a. Kimley-Horn’s subconsultant (RLF) will provide horizontal and vertical control and topographic survey. A copy of the our subconsultants scope and fee is provided in Appendix C. b. Kimley-Horn anticipates two parcels will be impacted by the installation of eastbound right turn lane. Kimley-Horn’s subconsultant (RLF) has included an allowance for two (2) right-of-way legal descriptions and exhibits. This allowance will only be utilized if the eastbound right turn lane is determined to be warranted and approved as part of Phase 1 and 2. This task assumes the title reports will be provided by the Town. c. Kimley-Horn will obtain title reports from the Town. A Maricopa County Assessor Parcel list will be provided to the Town to collect the title reports. Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 8 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 d. Existing right-of-way will be developed using Maricopa Recorder plat map and ALTA data available on the Maricopa County Assessors and title reports provided by the Town. Delineation of right-of-way will only occur for those parcels where widening and potential impacts are expected (southwest corner). e. Kimley-Horn will update the right-of-way base file to be shown on the construction plans and review all legal descriptions and exhibits to confirm descriptions are consistent with the proposed design requirements. f. Kimley-Horn will develop base design and right-of-way files using the survey provided by RLF. Task 3.2 Utility Coordination a. Kimley-Horn will prepare an electronic CADD file depicting the horizontal locations of existing utilities both overhead and underground. b. Kimley-Horn will update the utility base file based on comments received from the utility companies. c. Kimley-Horn will hold two (2) utility coordination meetings. d. Kimley-Horn will submit utility clearance letters to each of the utilities identified within the project limits at each stage of the project. e. Kimley-Horn’s subconsultant (RT Underground) will obtain up to (6) potholes. The exact number and location of pothole’s will be determined in coordination between the Town and Kimley-Horn. Kimley-Horn will provide the pot-hole data to the Town and update the base utility design file to reflect the results of the pothole data received. See Appendix C for RT Underground scope of services. f. Kimley-Horn will coordinate with SRP Distribution to obtain point of service and coordinate the agreements between SRP and Town. Kimley-Horn will assist the Town with preparation of the new electrical service request letter, which will be necessary to establish service for the intersection. g. Kimley-Horn will develop utility specifications that will detail special requirements or for the protection of existing facilities that will remain in place. h. Kimley-Horn will determine if any utility conflicts will require the utility to be relocated or adjusted and shall advise the Town. Kimley-Horn will verify that prior rights documentation submitted by the utility companies represent the correct relocation area. Task 3.3 Intersection/Roadway Plans a. Kimley-Horn’s design will provide for: i. ADA Sidewalk ramps at the intersection ii. Eastbound right turn lane (if warranted and approved) iii. Northbound left turn lane and median improvements Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 9 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 b. Kimley-Horn will coordinate with the City of Scottsdale and the Town on the design and specifications for work being completed with Scottsdale right-of-way. Kimley- Horn will assist the Town with encroachment permit application to be submitted with sealed pre-final plans. c. Kimley-Horn will develop intersection/roadway construction drawings in accordance with Town guidelines and details. Plans will be developed at 60%, 90%, and Final. Intersection Roadway construction drawings will be prepared at 1” = 20’ scale and includes the following sheets: i. Cover Sheet (1 Sheet) ii. General Notes, Typical Section, and Legend Sheet (1 Sheet) iii. ADA Sidewalk Ramp Details (1 Sheet) (1” = 10’ Scale) iv. Intersection Improvement Sheet (1 Sheet) (1” = 20’ Scale) v. Palisades Median Half Plan & Profile (1 Sheet) (1” = 20’ Scale) vi. Driveway Detail Sheet (1 Sheet) Task 3.4 Signing and Pavement Marking Plans a. Kimley-Horn will conduct a field inventory of the existing conditions for pavement markings and signing within the project limits. b. Kimley-Horn will prepare final design signing and permanent pavement marking construction documents. The permanent pavement marking and signing plans will be designed in conformance Town requirement and in accordance with the 2009 Edition of the MUTCD. Plans will be prepared at 1” = 40’ scale and will be submitted with 60%, 90%, and final. Signing and pavement marking sheets include: i. Signing and Marking General Notes and Legend (1 Sheet) ii. Pavement Marking/Signing Plan (2 Sheets) (1”=40’ Scale) Task 3.5 Traffic Signal Plans a. Kimley-Horn will conduct a field inventory of the existing conditions for the existing intersection at Palisades and Eagle Ridge/Palomino. Field investigation will confirm location of equipment and consider constraints. b. Kimley-Horn will prepare traffic signal design improvements for the intersections. Design will be done in accordance with the ADOT Signals and Lighting Standard Drawings (SLS) and Specifications, ADA PROWAG, and intersection design files (roadway, right-of-way, and utility). Conductor and pole schedules will be developed along with a detailed estimate of costs and any special provisions. c. Kimley-Horn will prepare traffic signal plans at 1” = 20’ scale consisting of a total of four (4) sheets described as follows: i. General Notes and Legend (1 Sheet) ii. Traffic Signal Layout (1 Sheet) Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 10 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 iii. Pole Layout Schedule (1 Sheet) iv. Conductor Schedule (1 Sheet) Task 3.6 Technical Specifications, Engineer’s Cost Opinion and Scottsdale Encroachment permit a. Kimley-Horn will prepare the technical specifications in accordance with the Maricopa Association of Governments (MAG) Standard Specifications and Town’s Supplement to MAG Specifications and details. b. Kimley-Horn will provide draft technical specifications and special provisions starting with the 90% through final design submittals. c. Kimley-Horn will prepare an engineer’s opinion of probable cost for each design submittal. d. Kimley-Horn will prepare quantities at each design submittal using standard measurement and payment methods start at 60%. Task 3.7 Phase 3 Project Management and Meetings a. Kimley-Horn will attend up to three (3) Phase 3 project meeting, which will be scheduled following the approval from Town staff to proceed with Phase 3. The meetings are described as follows: i. Phase 3 Kick Off Meeting ii. 60% and 90% Comment Resolution meetings (2 Meetings) Meetings will be held virtually and will consist of no more than two Kimley-Horn staff members. b. Kimley-Horn will be responsible for preparing the meeting agenda and submitting notes of the meeting to the Town. c. Kimley-Horn’s Phase 3 project management task covers the management and administration hours for the duration of Phase 3 project activities identified in the project schedule in Appendix B. Phase 3 project management task includes contract management, internal staff coordination, and coordination with Town staff outside of the meetings described. This task coordinates and administers the day-to- day operations of the project, including organizing and filing project data and communication files, responding to project correspondence including emails, and budget and schedule monitoring. This task also includes the management of sub- consultants (RLF and RT Underground). This task includes the preparation of monthly invoices to the Town for services performed. Task 3.8 Eastbound Right Turn ROW & Phase I Environmental Site Assessment (ESA) ALLOWANCE a. Eastbound ROW: Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 11 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 i. Kimley-Horn anticipates two parcels will be impacted by the installation of eastbound right turn lane. Kimley-Horn’s subconsultant (RLF) has included an allowance for two (2) right-of-way legal descriptions and exhibits. This allowance will only be utilized if the eastbound right turn lane is determined to be warranted and approved as part of Phase 1 and 2. This task assumes the title reports will be provided by the Town. ii. Kimley-Horn will obtain title reports from the Town. A Maricopa County Assessor Parcel list will be provided to the Town to collect the title reports. iii. Existing right-of-way will be developed using Maricopa Recorder plat map and ALTA data available on the Maricopa County Assessors and title reports provided by the Town. Delineation of right-of-way will only occur for those parcels where widening and potential impacts are expected (southwest corner). iv. Kimley-Horn will update the right-of-way base file to be shown on the construction plans and review all legal descriptions and exhibits to confirm descriptions are consistent with the proposed design requirements. v. Kimley-Horn will develop base design and right-of-way files using the survey provided by RLF. b. Phase 1 ESA: The Phase I ESA scope of services described in this proposal addresses the due diligence procedures and methodology presented in the ASTM E 1527-13. The purpose of the Phase I ESA is to provide the following: 1. An identification of Recognized Environmental Conditions (RECs) as defined in ASTM E 1527-13 2. An opinion of the impacts on the property resulting from conditions identified during the investigation, by a qualified Environmental Professional (EP) (ASTM E 1527-13) 3. An opinion, by a qualified EP, on the need for additional investigations (ASTM E 1527-13) 4. A statement consistent with ASTM E 1527-13, on the qualifications of the EP and the suitability of the Phase I ESA to meet the requirements of The All Appropriate Inquiry Rule, 40 CFR 312. The assessment will reflect the general national standard of practice and the local customary practice as understood by the EP. The EP will use ASTM 1527-13 along with our judgment and experience when reviewing results of the assessment and in identifying findings and RECs (ASTM E 1527-13). Kimley-Horn’s scope of services for conducting the Phase I ESA consists of the tasks set forth below. The following tasks refer to only that information that is defined as reasonably ascertainable (ASTM E 1527-13). Records Review This task consists of the following: 1.Record Search – An environmental database search will be prepared encompassing the minimum search distances listed in ASTM E1527-13. This report will be reviewed for known and suspect contaminated sites. Where available, local environmental agency, and other local governmental authority files, as defined in ASTM E 1527-13 may be Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 12 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 reviewed, if the EP determines the files to be reasonably ascertainable and relevant to the successful completion of the Phase I ESA. 2.IC/EC Registries – Kimley-Horn will review readily available databases on institutional and engineering (IC/EC) controls and Activity Use Limitations (AULs). 3.Aerial Photograph Review – Kimley-Horn will retrieve and examine readily available historical aerial photographs of the site and the surrounding vicinity. Aerial photographs will be researched to the earliest date that is reasonably obtainable. 4.Review of Local City Directories and Historical Maps- Kimley-Horn will obtain and review readily available historical city directories, fire insurance maps, and historical topographic maps. 5.Other Historical Sources - Should Kimley-Horn determine that other non-traditional sources may provide information relevant to the completion of the Phase I ESA, these sources will be reviewed and documented. Kimley-Horn will review the chain of title that will be provided by the Client. Site Reconnaissance Kimley-Horn will conduct a site reconnaissance consistent with ASTM E 1527-13, which will consist of the following: 1. Observations of exterior site conditions 2. Observations of interior site conditions 3. Determination of current use of the property 4. Determination of current use of the adjoining properties 5. Identify evidence of past use of property 6. Identify evidence of past use of adjoining properties 7. Identification of the following visually or physically accessible items: a. Hazardous substances and petroleum products b. Storage tanks c. Odors, pools of liquid, drums d. HVAC system power/fuel source e. Containers of known /and unknown substances f. Possible Polychlorinated Biphenyls (PCBs) g. Stains and corrosion on floors, walls and ceilings h. Drains and sumps i. Pits, ponds or lagoons j. Distressed vegetation k. Stained soil or pavement l. Solid waste m. Waste water n. Wells o. Septic systems The Site Reconnaissance will be non-invasive. Kimley-Horn will not collect or analyze any samples. Kimley-Horn assumes that we will be allowed appropriate access to all areas of the site and that the site reconnaissance shall be conducted as a single event. Should, an additional site reconnaissance be required due to access limitations, the additional site reconnaissance shall be considered additional services. Interviews Consistent with ASTM E 1527-13, Kimley-Horn will make a reasonable attempt to conduct the following interviews: Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 13 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 1. Kimley-Horn will interview current and past owners, operators and occupants of the property that have or are likely to have material information regarding uses, physical characteristics and the potential for RECs at the subject property consistent with ASTM E 1527-13. 2. In the case of abandoned properties as defined in ASTM E 1527-13, where there is evidence of uncontrolled access or unauthorized uses, Kimley-Horn will attempt to interview current neighboring or nearby property owners (ASTM E 1527-13). 3. Kimley-Horn will interview one or more of the following state or local agencies: a. Local fire department b. Local health agency c. Local environmental regulatory agency Report Preparation Kimley-Horn will prepare a summary report of the results of the Phase I ESA. The report will be formatted consistent with ASTM E 1527-13 and will contain the following: 1. Phase I documentation 2. USGS Quad map(s) 3. Aerial photograph(s) of the site 4. Database search records 5. Site photographs 6. Description of field activities and site reconnaissance documentation 7. Interview documentation 8. Findings and identified RECs 9. EP opinion on need for additional investigation 10. Identification of and opinion on significant data gaps 11. Conclusions 12. EP statement consistent with ASTM E 1527-13 13. Qualifications of EP and staff working on Phase I ESA Information Provided By Client The following information shall be provided by the Client, the accuracy of which Kimley-Horn will be entitled to rely upon.This information is required for the Client to meet the requirements of the Landowner Liability Protections (LLPs) (ASTM E 1527-13) and for Kimley-Horn to conduct the Phase I ESA consistent with ASTM E 1527-13. This information is required prior to the site reconnaissance. 1. A completed ASTM User Questionnaire 2. If applicable, reason for significant reduction in purchase price of the subject property 3. Any specialized knowledge or experience relating to RECs in connection with the subject and adjacent properties 4. All environmental reports available for the property 5. Commonly known or reasonably ascertainable information that the Client is aware of relevant to RECs associated with the property 6. Chain of title 7. Title Commitment Other information that is required by Kimley-Horn for completion of the Phase I but not for application to the LLPs is as follows: Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 14 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 1. Property owner and operator contact names and telephone numbers 2. List of tenants 3. Access to all areas of the site Direct Expenses a. Direct reimbursable expenses such as express delivery services, vehicular mileage, and other direct expenses will be billed at cost. A summary of anticipated expenses is shown in Appendix A of this document. Services Not Included Any other services, including but not limited to the following, are not included in this Agreement: · Attending more meetings than specifically described in the sections above · Environmental services beyond Phase I ESA · Public involvement · Post design services · Subsurface utility engineering (utility locating, etc.) · Additional submittals · Landscape/Irrigation Services · Water/Sewer Service Information Provided by Town Kimley-Horn shall be entitled to rely on the completeness and accuracy of all information provided by the Town or the Town’s consultants or representatives. The Town shall provide all information requested by Kimley-Horn during the project. FEE ESTIMATE Kimley-Horn will complete each phase of the project for in accordance with the fee estimate provided in Appendix A. SCHEDULE We will provide our services as expeditiously as practicable with the goal of completing each phase of the project as outline project schedule included as Appendix B of this document. This design schedule assumes a Notice to Proceed date of October 1, 2020. Following the official Notice to Proceed, Kimley-Horn will submit an updated schedule to the Town for approval. Each phase of the project will only be completed upon approval of the Town. The schedule shall be adjusted based on dates of approval for each phase. Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 15 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 We greatly appreciate the opportunity to provide these services to you. Please contact me if you have any questions at 602-906-1122 or kim.carroll@kimley-horn.com. Very truly yours, KIMLEY-HORN AND ASSOCIATES, INC. By: Kimberly Carroll, P.E., PTOE Sr. Project Manager Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 16 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 APPENDIX A FEE ESTIMATE Town of Fountain Hills Palisades Blvd Eagle Ridge/Palomino Drive Intesection Warrant, Scoping and Final Design Fee Estimate Senior Project Manager Senior Prof Prof Analyst/ Designer Admin TASK DESCRIPTION SUBTOTAL $ 205.00 $ 180.00 $ 145.00 $ 115.00 $ 90.00 PHASE 1 - TRAFFIC SIGNAL WARRANT STUDY Task 1.1 - Data Collection and Review 3,905.00$-4 12 11 2 Coordinate Collection and Review of Traffic Data 470.00$1 2 Coordinate/Collect 2040 MAG Model 470.00$1 2 Obtain and Review Crash Data 1,225.00$1 2 5 2 Conduct Field Investigation/Sight Distance 1,740.00$1 6 6 -$ Task 1.2 - Traffic Analysis and Documentation 7,455.00$1 9 19 25 - Signal Warrant Analysis 1,190.00$1 3 5 Eastbound Right Turn Warrant Analysis 1,190.00$1 3 5 Storage Length Evaluation 670.00$1 1 3 Technical Memorandum (Draft and Final)4,405.00$1 6 12 12 -$ Task 1.3 - Phase 1 Project Management and Meetings 2,195.00$7 -4 -2 Two (2) Project (Virtual) Meetings (Kick off & Cmt Res)990.00$2 4 Project Management and Administration 590.00$2 2 QA/QC 615.00$3 SUBTOTAL PHASE 1 DIRECT LABOR 13,555.00$8 13 35 36 4 Phase 1 - Expenses 150.00$ Phase 1 - Subconsultant 1,310.00$ Traffic Count Data (Field Data Services) - See Appendix C 1,310.00$ SUBTOTAL PHASE 1 EXPENSES 1,460.00$ PHASE 1 TOTAL FEE - NOT TO EXCEED 15,015.00$ PHASE 2 - SCOPING DOCUMENT Task 2.1 - Data Collection and Base Map 1,945.00$-1 3 10 2 Obtain Town As Built Plans 410.00$2 2 Obtain R/W Data 375.00$1 2 Develop AutoCAD Base Map (NearMap/Data/ROW)1,160.00$1 2 6 Task 2.2 - Utility Coordination 3,165.00$1 -7 13 5 BlueStake and Utility Mapping Collection 680.00$2 5 Utility Base Map (AutoCAD)(Scoping)980.00$2 6 SRP (POD) Service Coordination 290.00$2 Utility conflict identification 1,215.00$1 3 5 -$ Task 2.3 - Intersection Concept Develop & 15% Design Plan 11,835.00$4 8 24 53 - Develop two (2) Intersection Alternatives (Exhibits)(1"=40')-$ Intersection Geometry (Concept)3,005.00$2 6 15 Intersection Signing/Marking Layout (Concept)1,630.00$2 4 6 Intersection Traffic Signal Layout (Concept)1,680.00$1 4 8 Prepare 15% Design Plan (Approved Alternative)(1"=40')4,880.00$2 4 10 20 Modeling (Scoping level)640.00$1 4 -$ Task 2.4 - Cost Estimate 2,725.00$-2 6 13 - Engineers Opinion of Probable Cost (2 Alternatives)1,680.00$1 4 8 15% Engineers Opinion of Probable Cost 1,045.00$1 2 5 -$ Task 2.5 - Scoping Document 7,890.00$2 9 24 16 6 Scoping Document (Letter)(Draft and Final)4,885.00$1 6 16 8 4 Address Comments 3,005.00$1 3 8 8 2 -$ Task 2.6 - Phase 2 Project Management and Meetings 5,360.00$14 5 6 -8 Three (3) Project (Virtual) Meetings (Concept, Cmt Res, HOA/Scottsdale)1,665.00$3 6 2 Project Management and Administration 1,770.00$6 6 QA/QC 1,925.00$5 5 -$ SUBTOTAL PHASE 2 DIRECT LABOR 32,920.00$29 38 105 141 25 Phase 2 - Expenses EXPENSES 300.00$ SUBTOTAL PHASE 2 EXPENSES 300.00$ TOTAL PHASE 2 CONTRACT FEE - NOT TO EXCEED 33,220.00$ Page 1 of 2 Town of Fountain Hills Palisades Blvd Eagle Ridge/Palomino Drive Intesection Warrant, Scoping and Final Design Fee Estimate Senior Project Manager Senior Prof Prof Analyst/ Designer Admin TASK DESCRIPTION SUBTOTAL $ 205.00 $ 180.00 $ 145.00 $ 115.00 $ 90.00 PHASE 3 - FINAL DESIGN Task 3.1 - Topographic Survey Coordination 1,680.00$-1 4 8 - Develop Base Survey Design Files/Coordination with RLF 1,680.00$1 4 8 Task 3.2 - Utility Coordination 5,910.00$7 5 13 10 6 Utility Base Map (AutoCAD)755.00$1 5 Utility Meeting (2 mtgs)2,100.00$6 6 SRP Service Request Letter/Coordination 640.00$1 3 Pot Hole Data Request and base file adjustments 935.00$2 5 Utility Clearance Letters and Conflict Resolution 1,480.00$2 4 6 Task 3.3 - Intersection/Roadway Plans 22,715.00$8 28 40 89 - Intersection Design (ADA Ramps, Lanes)1,640.00$4 8 Plans (6 Shts) (60%, 90%, and Final)14,195.00$4 15 30 55 Modeling (Design level)1,640.00$4 8 Address Comments 5,240.00$4 5 10 18 -$ Task 3.4 - Signing and Pavement Marking Plans 10,370.00$2 9 25 41 - Signing Inventory 1,300.00$5 5 Signing/Marking Plans (3 Shts)(60%, 90%, Final)6,535.00$1 6 14 28 Comment Resolution 2,535.00$1 3 6 8 -$ Task 3.5 - Traffic Signal Plans 12,080.00$2 14 29 43 - Signal and ADA Design 1,155.00$4 5 Traffic Signal Plans (4 Shts)(60%, 90% and Final)9,440.00$2 12 22 32 Comment Resolution 1,485.00$2 3 6 -$ Task 3.6 - Technical Specs, Engineer Cost Opinion & Scottsdale Encroachment 10,015.00$9 10 30 16 2 Technical Specs (90% and Final)2,475.00$5 10 Quantities (Discplines & Master Compliation)4,130.00$2 4 8 16 Cost Estimates (60%, 90%, Final)2,290.00$2 4 8 Scottsdale Encroachment Permit Submittal 1,120.00$2 4 2 -$ Task 3.7 - Phase 3 Project Management and Meetings 10,310.00$29 12 9 -10 Three (3) Project (Virtual) Meetings (KO, 60% & 90% Cmt Res)3,150.00$9 9 Project Management and Administration 2,540.00$8 10 QA/QC (13 Shts)4,620.00$12 12 -$ SUBTOTAL PHASE 3 DIRECT LABOR 73,080.00$13 33 64 93 4 Phase 3 - Expenses EXPENSES 300.00$ Phase 3 - Subconsultant 9,650.00$ Topographic Survey (RLF Consulting/See Appendix C)3,200.00$ RT Underground - See Appendix C 6,450.00$ SUBTOTAL PHASE 2 EXPENSES 9,950.00$ TOTAL PHASE 3 CONTRACT FEE (W/OUT ALLOWANCE)83,030.00$ Phase 3 - ALLOWANCE Task 3.8 - EB Right ROW / Phase I Environmental Site Assessment (ESA)6,420.00$ Right of Way Layout (by KHA)470.00$1 2 Phase I ESA (By KHA)5,000.00$3 35 4 ROW Legal/Exhibits (RLF Consulting/See Appendix C)950.00$ TOTAL PHASE 3 CONTRACT FEE (W/ ALLOWANCE)83,030.00$ TOTAL CONTRACT FEE (W/OUT ALLOWANCE)- NOT TO EXCEED 131,265.00$ TOTAL CONTRACT FEE (W/ALLOWANCE)- NOT TO EXCEED 137,685.00$ Page 2 of 2 Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 17 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 APPENDIX B PROJECT SCHEDULE ID Task Mode Task Name Duration Start Finish 1 NOTICE TO PROCEED 0 days Thu 10/1/20 Thu 10/1/20 2 Phase 1-Warrant Study 55 days Thu 10/1/20 Wed 12/16/20 3 Kick Off Mtg 0 days Mon 10/5/20 Mon 10/5/20 4 Data Collection/Review 15 days Thu 10/1/20 Wed 10/21/20 5 Traffic Analysis and Documents 15 days Thu 10/22/20 Wed 11/11/20 6 Warrant Study Submittal 0 days Wed 11/11/20 Wed 11/11/20 7 Town Review 15 days Thu 11/12/20 Wed 12/2/20 8 Warrant Study Cmt Resolution 0 days Mon 12/7/20 Mon 12/7/20 9 Final Document Submittal 7 days Tue 12/8/20 Wed 12/16/20 10 Final Warrant Study Submittal 0 days Wed 12/16/20 Wed 12/16/20 11 Phase 2-Scoping Document 97 days Tue 12/8/20 Wed 4/21/21 12 AsBuilt & Utility Mapping (Scoping level)10 days Tue 12/8/20 Mon 12/21/20 13 Base Map Production 3 days Tue 12/22/20 Thu 12/24/20 14 Develop Intersection Concepts/EOPC 25 days Fri 12/25/20 Thu 1/28/21 15 HOA/Scottsdale/Town Mtg 1 day Thu 12/17/20 Thu 12/17/20 16 Town Concept Submittal 0 days Thu 1/28/21 Thu 1/28/21 17 Town Concept Review 10 days Fri 1/29/21 Thu 2/11/21 18 Concept Comment Resolution 0 days Thu 2/11/21 Thu 2/11/21 19 Prepare Draft Scoping Letter Documentation 20 days Fri 2/12/21 Thu 3/11/21 20 15% Concept and EOPC 10 days Fri 2/12/21 Thu 2/25/21 21 Draft Scoping Letter Submittal 0 days Thu 3/11/21 Thu 3/11/21 22 Town Review 15 days Fri 3/12/21 Thu 4/1/21 23 Scoping Letter Comment Resolution 0 days Wed 4/7/21 Wed 4/7/21 24 Prepare Final Scoping & 15% Concept 10 days Thu 4/8/21 Wed 4/21/21 25 Final Scoping Letter Submittal 0 days Wed 4/21/21 Wed 4/21/21 26 Phase 3-Final Design 121 days Wed 4/28/21 Thu 10/14/21 27 Design Kick Off Meeting 0 days Wed 4/28/21 Wed 4/28/21 28 Topographic Survey 15 days Thu 4/29/21 Wed 5/19/21 29 Utility and ROW mapping (Design level)3 days Thu 5/20/21 Mon 5/24/21 30 60% Design and Plans 25 days Thu 5/20/21 Wed 6/23/21 31 Pot Hole Data Collection 15 days Tue 5/25/21 Mon 6/14/21 32 60% EOPC 5 days Thu 6/24/21 Wed 6/30/21 33 60% Plan Submittal 0 days Wed 6/30/21 Wed 6/30/21 34 60% Town and Utility Review 15 days Thu 7/1/21 Wed 7/21/21 35 Town 60% Comment Resolution Mtg 0 days Mon 7/26/21 Mon 7/26/21 36 Utility 60% Coordination Meeting 0 days Wed 7/28/21 Wed 7/28/21 37 90% Design and Plans 20 days Tue 7/27/21 Mon 8/23/21 38 90% EOPC and Technical Specs 5 days Tue 8/24/21 Mon 8/30/21 39 90% Submittal (Town/Scottsdale/Utilities)0 days Mon 8/30/21 Mon 8/30/21 40 90% Town and Utility Review 15 days Tue 8/31/21 Mon 9/20/21 41 90% Town Comment Resolution 0 days Thu 9/23/21 Thu 9/23/21 42 90% Utility Coord Meeting 0 days Thu 9/23/21 Thu 9/23/21 43 Final (Sealed) Plans, Specs and Estimate 15 days Fri 9/24/21 Thu 10/14/21 44 Final Submittal 0 days Thu 10/14/21 Thu 10/14/21 10/1 10/5 11/11 12/7 12/16 1/28 2/11 3/11 4/7 4/21 4/28 6/30 7/26 7/28 8/30 9/23 9/23 10/14 9/21 10/1 10/11 10/21 11/1 11/11 11/21 12/1 12/11 12/21 1/1 1/11 1/21 2/1 2/11 2/21 3/1 3/11 3/21 4/1 4/11 4/21 5/1 5/11 5/21 6/1 6/11 6/21 7/1 7/11 7/21 8/1 8/11 8/21 9/1 9/11 9/21 10/1 10/11 October November December January February March April May June July August September October Task Split Milestone Summary Project Summary Inactive Task Inactive Milestone Inactive Summary Manual Task Duration-only Manual Summary Rollup Manual Summary Start-only Finish-only External Tasks External Milestone Deadline Progress Manual Progress TOFH - PALISADES AND PALOMINO/EAGLE RIDGE SCHEDULE 2020_0831_Schedule_Palomino.mpp Page 1 Tue 9/1/20 Project: 2020_0831_Schedule_P Date: Tue 9/1/20 Palisades Blvd & Eagle Ridge/Palomino Drive September 1, 2020 / Page 18 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 APPENDIX C SUBCONSULTANT SERVICES Field Data Service (FDS) RLF – Topographic and ROW Services RT Underground – Pothole Data Services Work Estimate DATE: 8/18/2020ESTIMATE #:20-294 CITY: Fountain Hills dba (Ca)Prepared by: Phoenix, AZ 85020 p 602.906.1191 zack.handy@kimley-horn.com QTY RATE TOTAL -$ 4 $70.00 280.00$ 3 $280.00 840.00$ -$ 1 $190.00 190.00$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ TOTAL 1,310.00$ Page 1 ADDITIONAL DAYS ON WED, THURS & SAT AT LOCATION ABOVEADT DESCRIPTION TUESDAY 24-HOUR APPROACH COUNTS PALISADES BLVD & EAGLE RIDGE DR PROJECT DESCRIPTION: WEEKDAY TMC COUNT (2-HR AM & 2-HR PM) PALISADES BLVD & EAGLE RIDGE DR ADT ITEM TYPE TMC Sharon Morris TMC TIMES TO BE DETERMINED SERVICE PROVIDER - SUBCONTRACTOR Field Data Services of Arizona, Inc. Veracity Traffic Group (California)31894 Whitetail Ln. CUSTOMER Zack Handy, PE Kimley-Horn & Associates www.fdsaz.com 7740 N. 16th St., Suite 300 Phone: 520.316.6745 Temecula, CA 92592 Fax: 866.686.7612 2165 W. PECOS RD STE. 5 | CHANDLER, AZ 85224| P. 480.445.9189 | www. rlfconsulting.com August 20, 2020 Project: P2020073 Town of Fountain HIlls - Palisades & Palomino/Eagle Ridge Reference: Topographic Survey & Aerial Mapping & Descriptions Kimberly Carroll, P.E., PTOE Kimley-Horn | 7740 North 16th Street, Suite 300, Phoenix, Arizona 85020 Direct: 602.906.1122 | Mobile: 602.525.9098 RLF Consulting is pleased to submit this proposal for Land Surveying Services Our scope and fee are based on the following assumptions:  The project area per scope and attached exhibit A  The Horizontal Datum will be based on the Arizona Coordinate System, 1983, (Central) Zone  The Vertical Datum will be based on NAVD 88 Task 001 – Topographic Survey  Verify horizontal and vertical control  The subject parcel boundary shall be verified and referenced to the deed of record and depicted on the survey as “not a boundary survey”  Limits of Survey – o 300 feet of the north leg o 500 feet of the south leg – this leg consist of redevelopment of the median area for exclusive left turn lane and restriping o 500 feet of the west leg – this leg consist of potential EB right turn lane o 200 feet of the east leg  Survey should include all topo includes: o Landscaping (boulders/trees/monuments o Striping/signing o Curbing/sidewalk/ramps and ramps joints to assist with ADA evaluation o Utilities o For south and west legs, we will definitely need some cross sections so we can tell the elevations between curb lines in the median and outer curb edges as well as pavement shots.  RLF will use traditional survey methodology along with UAS obtained close range photogrammetric data to produce high precision 3D models to produce topographic mapping.  RLF will produce a geo-referenced ortho-rectified aerial image of the parcel with a GSD (Ground Sampling Distance) of 0.70 inch/pixel. Task 001 – Topo Survey Fee………………………………………….…………………………$3,200.00 2165 W. PECOS RD STE. 5 | CHANDLER, AZ 85224| P. 480.445.9189 | www. rlfconsulting.com Task 002 – Prepare Property Description(s): Property/easement Description and Exhibit Document- Legal Descriptions and exhibits for the Southwest Corner. Potential for two parcels to be impacted (APN 176-14- 548 & 176-14-549). The Description will be based on record information and locations from the engineer. The documents will contain a metes and bounds description prepared in accordance to current Arizona Boundary Survey Minimum Standards. The Exhibit will contain a sketch or graphical representation of the legal description associated with it. Task 002 – Descriptions and exhibits.2 @ $475.......................................................................$950.00 Project deliverables- o 2D/3D CAD Basemap in Civil 3D format. o DTM Surface in Civil 3D format. o Project Control & Meta Data. o Georeferenced Ortho Image ASCII Point Files. NOTES: 1.The following services, if required, will be provided upon separate written authorization by the Client at cost plus and or time and materials. Title reports and/or mapping of additional documents |Legal Descriptions and exhibits| Mailings & printings | Agency related fees | Additional Land Surveying items Sincerely, RLF CONSULTING, LLC ACCEPTED BY: __________________________ By: __________________ ____________________ _________ Printed Name and Title Date Date: Kimley-Horn Project: Location: ITEM QUANTITY UNIT UNIT PRICE EXTENDED 1 6 EACH $650.00 $3,900.00 2 1 EACH $650.00 $650.00 3 1 EDAY $950.00 $950.00 6 1 LS $950.00 $950.00 TOTAL:$6,450.00 (Potholing Only) Respectfully Submitted ,Accepted By : RT Underground _____________________________________ ________________________________For : ________________________________ Jeff Martinez Date : ___________________ 7740 N 16th Street Submitted to:Kim Carroll, PE 8/17/20 ASPHALT MILLING UTILITY POTHOLING Trench, Plates, Small Areas SUE (Subsurface Utility Engineering) Excludes: DESCRIPTION Potholing Services POTHOLE PRICE INCLUDES:, Soft dig to find utility, Spread sheet with utility info including location by RLS. Price for item 1 is not to exceed 4' wide and 7' deep. Dry hole is charged same as regular. Town of Fountain Hills Email: Phoenix, AZ 85020 Phone:(602) 906-1188 Palisades and Palomino/Eagle Ridge Permits (as needed) Survey- Minimum Traffic Control Terms: Sales Tax, Permits, Bonding Fees, Const. Staking, Testing & Inspection Fees, Removal or Replacement of Traffic Loops, Sawcutting, Removal or Relocating of Existing Utilities. Unforseen conditions: rock excavation, excessive cobble (over 4") and any other conditions that affect completion of work. Sales tax will be added unless proof of Prime Contractor Status is Provided 30 Days Includes: 23604N 56th Avenue Glendale, AZ 85310 (602) 622-6789 jeff.martinez@rtunderground.com Contract No. 2020-022 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND KIMLEY-HORN AND ASSOCIATES, INC. THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered into as of November 17, 2020, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Kimley-Horn and Associates, Inc., a North Carolina corporation (the “Consultant”). RECITALS A. Pursuant to Section 7.1 of the Town’s Procurement Policy and Section 3-3-26 of the Town Code, the Town may directly select certain consultants for professional and technical services. B. The Consultant possesses the specific skill and experience required to provide the Town with engineering design services related to (1) Traffic signal Design Concept Report for Palisades and Palomino Blvd and (2) Intersection study for Palisades and Fountain Hills Blvd. C. The Town desires to enter into an Agreement with the Consultant to perform the Services, more particularly set forth in Section 2 below. 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. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until November 16, 2021 (the “Initial Term”), unless terminated as otherwise provided in this Agreement. After the expiration of the Initial Term, this Agreement may be renewed for up two successive one-year terms (the “Renewal Term”) if (i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal, (ii) at least 30 days prior to the end of the then-current term of this Agreement, the Contractor requests, in writing, to extend this Agreement for an additional one-year term and (iii) the Town approves the additional one-year term in writing (including any price adjustments approved as part of this Agreement), as evidenced by the Town Manager’s signature thereon, which approval may be withheld by the Town for any reason. The Contractor’s failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of the then-current term of this Agreement; provided, however, that the Town may, at its discretion and with the agreement of the Contractor, elect to waive this requirement and renew this Agreement. The Initial Term and the Renewal Term are collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect. 2. Scope of Work. Consultant shall provide the Services as set forth in the Scopes of Work attached hereto as Exhibit A and Exhibit B incorporated herein by reference. 3. Compensation. The Town shall pay the Consultant for the Initial Term and for each subsequent Renewal Term, if any, an annual aggregate amount not to exceed $175,082., of which $15,917.00 shall be an owners’ allowance, at the rates set forth attached hereto as Exhibit A and Exhibit B. for the Services. 4. Payments. The Town shall pay the Consultant upon receipt of a monthly invoice submitted to the Town for services provided by Consultant. All invoices shall summarize the work completed in each month. Monthly reports may be attached as an addendum to the invoice to provide the necessary detail for payment justification. This Agreement must be referenced on all invoices. 5. Documents. The Town acknowledges that all consulting-related advice (written or oral) given by the Consultant to the Town in connection with this agreement is intended solely for the benefit of and use by the Town. The Town agrees to treat all consulting-related advice received from the Consultant (written or oral) confidentially and agrees not publish, distribute, or disclose in any manner any consulting-related advice developed or received without prior authorization from the Consultant. The Consultant however shall be allowed to use the Town’s name positively in publications, websites, etc. solely as part of the Consultant’s business promotion. All documents not noted as proprietary by the Consultant, including any intellectual property rights thereto, prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town. 6. Consultant Personnel. Consultant shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. Consultant agrees to assign specific individuals to key positions. If deemed qualified, the Consultant is encouraged to hire Town residents to fill vacant positions at all levels. The Consultant may from time to time retain the services of additional experienced consultants, not as subcontractors but through strategic alliance agreements, who are capable of and devoted to the successful performance of the Services under this Agreement. Any additional consultants may be retained only as necessary for specific purposes and expertise to assist the Consultant with the successful performance of the Services under this agreement. Retention contracted through a strategic alliance agreement is strictly between the Consultant and the contractor and does not create additional financial burden upon the Town beyond the terms of this Agreement. The Consultant shall notify the Town Manager within five (5) business days of any additional contractor. 7. Inspection; Acceptance. All work shall be subject to inspection and acceptance by the Town at reasonable times during Consultant’s performance. The Consultant shall provide and maintain a self-inspection system that is acceptable to the Town. 8. Licenses; Materials. Consultant shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Consultant. The Town has no obligation to provide Consultant, its employees or subcontractors any business registrations or licenses required to perform the specific services set forth in this Agreement. The Town has no obligation to provide tools, equipment or material to Consultant. 9. Performance Warranty. Consultant warrants that the Services rendered will conform to the requirements of this Agreement and with the care and skill ordinarily used by members of the same profession practicing under similar circumstances at the same time and in the same locality. 10. Indemnification. Each party agrees to indemnify the other from all claims for damages, liabilities, expenses, or judgments (including interest, penalties, reasonable attorneys’ fees, accounting fees, and expert witness fees) that may incur and that may arise from: (a) the Consultant’s gross negligence or willful misconduct; (b) the Consultant’s breach of any of its obligations or representations under this agreement; (c) the Consultant’s breach of its express representation that it is an independent contractor; (d) the Client’s breach or alleged breach of, or its failure or alleged failure to perform under, any agreement to which it is a party; or (e) the Client’s breach of any of its obligations or representations under this agreement. 11. Insurance. 11.1 General. A. Insurer Qualifications. Without limiting any obligations or liabilities of Consultant, Consultant shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town. Failure to maintain insurance as specified herein may result in termination of this Agreement at the Town’s option. B. No Representation of Coverage Adequacy. By requiring insurance herein, the Town does not represent that coverage and limits will be adequate to protect Consultant. The Town reserves the right to review any and all of the insurance policies and/or endorsements cited in this Agreement but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Consultant from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement. C. Additional Insured. All insurance coverage, except Workers’ Compensation insurance and Professional Liability insurance, if applicable, shall name the Town, to the fullest extent permitted by law for claims arising out of the performance of this Agreement, as an Additional Insured as specified under the respective coverage sections of this Agreement. D. Coverage Term. All insurance required herein shall be maintained in full force and effect until all work or services required to be performed under the terms of this Agreement are satisfactorily performed, completed and formally accepted by the Town, unless specified otherwise in this Agreement. E. Primary Insurance. Consultant’s insurance shall be primary insurance with respect to performance of this Agreement and in the protection of the Town as an Additional Insured. F. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. G. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its officials, officers and employees for any claims arising out of the work or services of Consultant. Consultant shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. H. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self- insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Consultant shall be solely responsible for any such deductible or self-insured retention amount. I. Use of Subcontractors. If any work under this Agreement is subcontracted in any way, Consultant shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Agreement and insurance requirements set forth herein protecting the Town and Consultant. Consultant shall be responsible for executing any agreements with its subcontractors and obtaining certificates of insurance verifying the insurance requirements. J. Evidence of Insurance. As requested, the Consultant will provide the Town with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of the insurance policies as required by this Agreement, issued by Consultant’s insurance insurer(s) as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverages, conditions and limits of coverage specified in this Agreement and that such coverage and provisions are in full force and effect. Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The Town shall reasonably rely upon the certificates of insurance and declaration page(s) of the insurance policies as evidence of coverage, but such acceptance and reliance shall not waive or alter in any way the insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement, it shall be Consultant’s responsibility to forward renewal certificates and declaration page(s) to the Town 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing this Agreement. Certificates of insurance and declaration page(s) shall specifically include the following provisions: (1) The Town, its officers, directors, officials and employees are Additional Insureds as follows: (a) Commercial General Liability – Under Insurance Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent. (b) Auto Liability – Under ISO Form CA 20 48 or equivalent. (c) Excess Liability – Follow Form to underlying insurance. (2) Consultant’s insurance shall be primary insurance with respect to performance of this Agreement. (3) All policies, except for Professional Liability, including Workers’ Compensation, waive rights of recovery (subrogation) against Town, its agents, representatives, officers, officials and employees for any claims arising out of work or services performed by Consultant under this Agreement. (4) ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the phrases in the cancellation provision “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives” shall be deleted. Certificate forms other than ACORD form shall have similar restrictive language deleted. 11.2 Required Insurance Coverage. A. Vehicle Liability. As may be required by the Town. B. Professional Liability. If this Agreement is the subject of any professional services or work, or if the Consultant engages in any professional services or work in any way related to performing the work under this Agreement, the Consultant shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Consultant, or anyone employed by the Consultant, or anyone for whose negligent acts, mistakes, errors and omissions the Consultant is legally liable, with an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate. C. Workers’ Compensation Insurance. Consultant shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Consultant’s employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit. 11.3 Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town. 12. Termination; Cancellation. 12.1 For Town’s Convenience. This Agreement is for the convenience of the Town, however the Agreement may be terminated (a) by either party on provision of 60 days’ written notice to the other party, with or without cause; (b) by either party for a material breach of any provision of this Agreement by the other party if the other party’s material breach is not cured within 10 days of receipt of written notice of the breach; (c) by the Town at any time and without prior notice if the Consultant is convicted of any crime or offense, or (d) upon the death of the Consultant. After the termination date of this Agreement for any reason, the Town shall promptly pay the Consultant for Services rendered plus any agreed upon additional expenses incurred before the effective date of the termination. No other compensation, of any nature or type, will be payable after the termination of this Agreement. 12.2 Due to Work Stoppage. This Agreement may be terminated by the Town upon 30 days’ written notice to Consultant in the event that the Services are permanently abandoned. In the event of such termination due to work stoppage, payment shall be made by the Town to the Consultant for the undisputed portion of its fee due as of the termination date. 12.3 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further obligations by the Town or any of its departments or agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a Consultant to any other party of this Agreement with respect to the subject matter of this Agreement. 12.4 Gratuities. The Town may, by written notice to the Consultant, cancel this Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Consultant or any agent or representative of the Consultant to any officer, agent or employee of the Town for the purpose of securing this Agreement. In the event this Agreement is canceled by the Town pursuant to this provision, the Town shall be entitled, in addition to any other rights and remedies, to recover and withhold from the Consultant an amount equal to 150% of the gratuity. 12.5 Agreement Subject to Appropriation. This Agreement is subject to the provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of this Agreement for payment of funds by the Town shall be effective when funds are appropriated for purposes of this Agreement and are actually available for payment. The Town shall be the sole judge and authority in determining the availability of funds under this Agreement and the Town shall keep the Consultant fully informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is a current expense of the Town, payable exclusively from such annual appropriations, and is not a general obligation or indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town and the Consultant shall be relieved of any subsequent obligation under this Agreement. 13. Miscellaneous. 13.1 Independent Contractor. It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Consultant acknowledges and agrees that the Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the Town. Consultant, its employees and subcontractors are not entitled to workers’ compensation benefits from the Town. The Town does not have the authority to supervise or control the actual work of Consultant, its employees or subcontractors. The Consultant, and not the Town, shall determine the time of its performance of the services provided under this Agreement so long as Consultant meets the requirements as agreed in Section 2 above and in Exhibit A. Consultant is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and Consultant do not intend to nor will they combine business operations under this Agreement. 13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. The Consultant and the Town mutually agree to pursue mediation or alternative dispute resolution as a means to resolving issues between them prior to seeking remedy in the courts. 13.3 Laws and Regulations. Consultant shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Consultant is responsible abides by, and remains in compliance with, all rules, regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A) existing and future Town and County ordinances and regulations; (B) existing and future State and Federal laws; and (C) existing and future Occupational Safety and Health Administration standards. 13.4 Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the Town and the Consultant. 13.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 13.6 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of, review of, and entry into this Agreement. 13.8 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by Consultant without prior, written permission of the Town, signed by the Town Manager. Any attempted assignment or delegation by Consultant in violation of this provision shall be a breach of this Agreement by Consultant. 13.9 Subcontracts. No subcontract shall be entered into by the Consultant with any other party to furnish any of the material or services specified herein without the prior notice by the Consultant to the Town Manager. The Consultant is responsible for performance under this Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material breach of this Agreement by Consultant. 13.10 Rights and Remedies. No provision in this Agreement shall be construed, expressly or by implication, as waiver by the Town of any existing or future right and/or remedy available by law in the event of any claim of default or breach of this Agreement. The failure of the Town to insist upon the strict performance of any term or condition of this Agreement or to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the Town’s acceptance of and payment for services, shall not release the Consultant from any responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the Town to insist upon the strict performance of this Agreement. 13.11 Attorneys’ Fees. In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Agreement or on account of any breach or default hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’ fees and reasonable costs and expenses, determined by the court sitting without a jury, which shall be deemed to have accrued on the commencement of such action and shall be enforced whether or not such action is prosecuted through judgment. 13.12 Liens. All materials or services shall be free of all liens and, if the Town requests, a formal release of all liens shall be delivered to the Town. 13.13 Offset. A. Offset for Damages. In addition to all other remedies at law or equity, the Town may offset from any money due to the Consultant any amounts Consultant owes to the Town for damages resulting from breach or deficiencies in performance or breach of any obligation under this Agreement. B. Offset for Delinquent Fees or Taxes. The Town may offset from any money due to the Consultant any amounts Consultant owes to the Town for delinquent fees, transaction privilege taxes and property taxes, including any interest or penalties. 13.14 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: Pierce Coleman PLLC 4711 East Falcon Drive, Suite 111 Mesa, Arizona 85215 Attn: Aaron D. Arnson, Town Attorney If to Consultant: Kimley-Horn and Associates, Inc. 7740 N 16th St. Suite 300, Phoenix, Arizona 85020 Attn: Joel Varner, PE or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 13.15 Confidentiality of Records. The Consultant shall establish and maintain procedures and controls that are acceptable to the Town for the purpose of ensuring that information contained in its records or obtained from the Town or from others in carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or employees, except as required to perform Consultant’s duties under this Agreement. Persons requesting such information should be referred to the Town. Consultant also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Consultant as needed for the performance of duties under this Agreement. 13.16 Records and Audit Rights. To ensure that the Consultant and its subcontractors are complying with the warranty under subsection 13.17 below, Consultant’s and its subcontractor’s books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Consultant and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit (A) evaluation and verification of any invoices, payments or claims based on Consultant’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (B) evaluation of the Consultant’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary for the Town to audit Records as set forth in this subsection, Consultant and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Consultant pursuant to this Agreement. Consultant and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this subsection. The Town shall give Consultant or its subcontractors reasonable advance notice of intended audits. Consultant shall require its subcontractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41- 4401, the Consultant and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Consultant’s or its subcontractors’ failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 13.18 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. 13.19 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Proposal, any Town-approved invoices, and the RFP, the documents shall govern in the order listed herein. 13.20 Non-Exclusive Contract. This Agreement is entered into with the understanding and agreement that it is for the sole convenience of the Town. The Town reserves the right to obtain like goods and services from another source when necessary. [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: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On ____________________, 2020, before me personally appeared Grady E. Miller, the Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the above document, on behalf of the Town of Fountain Hills. Notary Public (Affix notary seal here) [SIGNATURES CONTINUE ON FOLLOWING PAGE] “Consultant” Kimley-Horn and Associates, Inc. a North Carolina corporation By: Name: Title: (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On_______________________, 2020, before me personally appeared , the of Kimley-Horn and Associates, a North Carolina corporation, whose identity was proven to me on the basis of satisfactory evidence to be the of the corporation. Notary Public (Affix notary seal here) 4810-8861-7377 v.1 EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND KIMLEY-HORN AND ASSOCIATES, INC. [Scopes of Work] See following pages. EXHIBIT B TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND KIMLEY-HORN AND ASSOCIATES, INC. [Scopes of Work] See following pages. ITEM 8. F. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 11/17/2020 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Public Works Prepared by: Justin Weldy, Public Works Director Staff Contact Information: Justin Weldy, Public Works Director Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF approving the third amendment to Professional Services Agreement C2019-002 with Brown & Associates Certified Inspection Services, INC, for civil plan review and inspection services. Staff Summary (Background) With the recent retirement of the Town Engineer, the Assistant Town Engineer will be acting as the interim Town Engineer. Since the current workload requires two employees, it will be necessary for Public Works and Development Services to obtain short-term engineering assistance from a temporary civil plans reviewer. The primary function of a civil plan reviewer is to provide assistance to the engineering and building safety departments to ensure that the Town’s roadways, drainage conveyance structures, dams, washes, existing and proposed developments are designed to meet federal, state and/or local design standards. The daily responsibilities also consist of providing traffic analysis for sight visibility issues to enhance vehicle and pedestrian safety. The civil plan reviewer will provide backup to assess traffic data for accident mitigation and make recommendations for safety enhancements. Other functions of a civil plan reviewer consists of providing engineering assistance to the Development Services Department for proposed developments by providing traffic, sidewalk, grading and drainage, fire and water requirements. This process is accomplished through plan reviews and/or meetings with proposed developers. This review process is an essential component of PADs, Development Agreements, Site Plans, Final Plats, Lot Splits, Easement Abandonments, and General Town Plan review. The Development Services Department has an ongoing contact with Brown and Associates for contract inspection services. These services have been necessary to supplement Town staff in order to provide inspection services in a timely manner. The current Senior Building Inspector position has been vacant the last several months which has necessitated the need for contractual services from Brown and Associates beyond what was originally anticipated for the current fiscal year. The individual performing inspections for the Town will also able to fulfill the needs for engineering services and building safety as needed. Related Ordinance, Policy or Guiding Principle Risk Analysis Failure to amend/renew the contract for civil plan review and Inspections could result in delayed issuing of building permits and the start of construction on new or ongoing developments. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends approval of Contract Amendment No.3 to Professional Services Agreement C2019-002 (Brown & Associates Certified Inspection Services, Inc.). SUGGESTED MOTION MOVE to approve Contract Amendment No.3 to Professional Services Agreement C2019-002 (Brown & Associates Certified Inspection Services, Inc.) in the amount of $35,000.00. Fiscal Impact Fiscal Impact:$35,000.00 Budget Reference:Pages 180 & 198 Funding Source:General Fund If Multiple Funds utilized, list here: Budgeted: if No, attach Budget Adjustment Form: Attachments Professional Services Agreement Form Review Inbox Reviewed By Date Public Works Director (Originator)Justin Weldy 11/04/2020 03:43 PM Finance Director David Pock 11/04/2020 04:23 PM Town Attorney Aaron D. Arnson 11/09/2020 09:38 AM Town Manager Grady E. Miller 11/09/2020 09:41 AM Form Started By: Justin Weldy Started On: 11/04/2020 07:49 AM Final Approval Date: 11/09/2020 2019-002.3 1 THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND BROWN & ASSOCIATES CERTIFIED INSPECTION SERVICE, INC. THIS THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “Third Amendment”) is entered into as of November 17, 2020, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Brown & Associates Certified Inspection Service, Inc., an Arizona corporation (the “Consultant”). RECITALS A. The Town and the Consultant entered into a Professional Services Agreement, dated July 1, 2018, as amended by that First Amendment, dated September 1, 2018, and that Second Amendment, dated May 8, 2019 (collectively, the “Agreement”), for the Consultant to provide the on-call plan review and inspection services. All capitalized terms not otherwise defined in this Second Amendment have the same meanings as contained in the Agreement. B. The Town has determined that additional on-call plan view inspection services by the Consultant are necessary (the “Additional Services”). C. The Town and the Consultant desire to enter this Third Amendment to provide for the increase in compensation to the Consultant for the Services. 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. Scope of Work. The Contractor shall provide the Additional Services as set forth in the Scope of Work and Fee Proposals, attached hereto as Exhibits A, B and C incorporated herein by reference. 2. Compensation. The Town shall increase the compensation to Consultant by $35,000.00 for the Additional Services, resulting in an increase of the annual not-to-exceed compensation amount from $100,000.00 to $135,000.00 and the aggregate not-to-exceed compensation from $115,000.00 to $150,000.00. 2019-002.3 2 3. 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. 4. 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. 5. 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. 6. 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] 2019-002.3 3 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: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On ___________________, 2020, before me personally appeared Grady E. Miller, the Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the above document, on behalf of the Town of Fountain Hills. _________________________ Notary Public (Affix notary seal here) [SIGNATURES CONTINUE ON FOLLOWING PAGE] 2019-002.3 4 “Consultant” BROWN & ASSOCIATES CERTIFIED INSPECTION SERVICE, INC. a(n) Arizona corporation By: Name: Title: STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On ___________________, 2020, before me personally appeared Grady E. Miller, the Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the above document, on behalf of the Town of Fountain Hills. ________________________ Notary Public (Affix notary seal here) [Fee Proposal] See following pages. 2019-002.3 5 EXHIBIT A TO THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND BROWN & ASSOCIATES CERTIFIED INSPECTION SERVICE, INC. [Fee Proposal] TOWN OF FOUNTAIN HILLS ON-CALL BUILDING SAFETY SERVICES A. BUILDING PLAN REVIEW SERVICES BROWN & ASSOCIATES shall provide as needed BUILDING PLAN REVIEW SERVICES to assure compliance with Codes and Ordinances as adopted by the Town of Fountain Hills. Review time for plans shall be in accordance with the following table. PROJECT TYPE I SIZE STANDARD REVIEW EXPEDITED REVIEW Single Family Residential 5 to 10 5 Multi-family Residential 5 to 10 5 Commercial to 75,000 sq. ft. 10 5 Commercial75,001 to 150,000 sq. ft. 12 to 15 7 Commercial greater than 150,000 sq. ft. 15 8 Warehouse 150,001 to 500,000 sq. ft. 20 10 Warehouse 500,001 to 1,000,000 sq. ft. 30 15 Fire Protection Systems 5 to 10 5 Plan Review fees as determined by the current ICC Building Valuation Table and Permit Fee Table 1-A or the most current fee structure adopted by the Town of Fountain Hills. Plan Review Services shall include two evaluations for code compliance in the following categories; Architectural, Structural, Mechanical, Plumbing, Electrical, Model Energy, Life Safety and Accessibility. Fire and Civil Review, subsequent reviews, deferred submittals, and revisions to plans are charged hourly. B. BUILDING INSPECTION SERVICES BROWN & ASSOCIATES shall provide BUILDING INSPECTION SERVICES to assure compliance with Codes and Ordinances as adopted by the Town of Fountain Hills. 2019-002.3 6 EXHIBIT B TO THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND BROWN & ASSOCIATES CERTIFIED INSPECTION SERVICE, INC. [Fee Proposal] TOWN OF FOUNTAIN HILLS ON-CALL PLAN REVIEW SERVICES EXHIBIT B- FEE SCHEDULE For services described in EXHIBIT A, the Town of Fountain Hills shall pay Brown & Associates a fee of 75% of the building plan check fees determined by the current ICC Building Valuation Table and Permit Fee Table 1-A or the most current fee structure adopted by the Town of Fountain Hills. Fire and Civil reviews, third and subsequent, deferred submittals, and revisions to approved plans are subject to additional plan review fees at hourly rates listed below. Payment will be made on a monthly basis from invoices provided to the Town. HOURLY RATES Building Official $100 Fire Marshal $100 Project Manager $100 Structural Engineer $95 Fire Protection Engineer $90 Civil Engineer $90 Senior Plans Examiner $90 Senior Building Inspector $90 Building Inspector $80 Senior Permit Specialist $60 Clerical I Administration $50 Expedited plan review services are available at twice the calculated or hourly rate, as agreed upon at acceptance of project. Expedited, before or after hour, weekend and holiday inspection services are available for one and a half times the regular hourly rates, with a three hour minimum. 2019-002.3 7 Brown & Associates Holiday Schedule include: New Year’s Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. We will be available at our regular hourly rates on Town Holidays not observed by Brown & Associates. EXHIBIT C TO THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND BROWN & ASSOCIATES CERTIFIED INSPECTION SERVICE, INC. [Work Orders] See following pages (to be attached subsequent to execution). ITEM 8. G. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 11/17/2020 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Public Works Prepared by: Justin Weldy, Public Works Director Staff Contact Information: Justin Weldy, Public Works Director Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF directing staff to proceed in undertaking the remaining projects in the Town Council-approved FY2020-21 Capital Improvement Program. Staff Summary (Background) This staff report is intended to provide the Town Council with an update on the FY 2020-21 Capital Improvement Projects identified as top priorities during the FY 2020-21 budget process. Staff will also be seeking Council direction on the remaining capital projects that have been budgeted yet placed on hold during the current fiscal year due to concerns about the pandemic. D6057: Golden Eagle Impoundment Area Improvements - $500,000 (Project Total $1,000,000) The Town Council identified this project as a priority for the last two years based on flooding that occurred in Golden Eagle Park on October 2, 2018 and on September 23, 2019. The proposed project includes a new topographic survey, design of utility relocations, and agency coordination (with ADWR and FCDMC). The project is about 60% complete as of November 2, 2020. The hydrology and grading concepts are substantially complete. Ongoing work still requiring to be completed are the construction details and coordination with the utilities in the park, notably the Fountain Hills Sanitary District. D6058: Panorama Storm drain pipe replacement - $2,210,410 The Panorama Drive Storm Drain was originally constructed in 1988 (pre-incorporation) by MCO Properties, as a part of the Panorama Drive Paving Improvements Project. The storm drain is approximately 3000' long, and is primarily 48" diameter pipe, with 66" diameter pipe at the downstream two reaches. In January 2020, a 6' x 3' surface sinkhole (and later a 2nd sinkhole) was noted near this pipe. Upon excavating at that location, staff discovered that the pipe invert (bottom) had been corroded away and that there was a large hole above the pipe for about a 20' length. Between the date of those surface failures, staff had Ames Companies perform a camera inspection of the full length of the Panorama Drive storm drain, to determine the lengths and severity of the pipe corrosion. That camera inspection showed numerous locations of missing pipe invert, corroded pipe areas, and substantial areas of missing bituminous lining.Council awarded a contract to Blucor Contracting on August 24, 2020. Due to long lead time on delivery of materials, the project is scheduled to start on November 30, 2020, and be completed by January 13, 2021 to start on November 30, 2020, and be completed by January 13, 2021 P3038: Fountain Lake Liner Assessment -$139,648 (Project Total $5,000,000) The current lake liner was installed in 2000. The life expectancy for this liner is 20 to 30 years. The current condition or amount of deterioration of the liner was unknown and in an effort to be proactive the Town contracted with Black & Veatch to conduct an assessment of the liner. A visual inspection via divers was conducted and returned no evidence of leaking, tearing or other compromises in the integrity of the lake liner. An additional evaporation test further confirms this finding. Pumps, valves and other mechanical equipment are showing wear and will require some maintenance and repair efforts. Although all electrical systems including transformers, switchgear and controllers exceed the manufactures life expectancy, they do not pose immediate concern of failure. P3042 Fountain Lighting Replacement - $150,000 The existing light fixtures are failing fixture by fixture. Only three of the six shoreline lights are currently operable and only five of 12 fountain lights currently operate. The fixtures are subjected to a very harsh environment including high water pressure and extreme salinity. A partial light fixture replacement is currently underway with light installation to be completed by early December Project started July 1, 2020, Completed October 30, 2020. S6051: Roundabout Improvements at Avenue of the Fountains and La Montana - $700,000 The Avenue of the Fountains/La Montana intersection has been a difficult intersection for vehicles to traverse since the early 1990’s. The primary cause of the issue is the wide median on Avenue of the Fountains which creates an extremely large intersection footprint. After CK Engineering was contracted by the town to evaluate and develop possible design concepts to mitigate the traffic issues at the intersection, the Town Council selected the roundabout alternative. On June 16, 2020, the Town Council awarded a contract to Visus Engineering Construction Inc. and the project was significantly completed on October 30, 2020. Additional mill and overlay improvements on La Montana and filling the seams near the roundabout should be completed by November 9. S6053: Fountain Hills Shoulder Paving - $700,000 (Project Total $2,273,781) The Fountain Hills Shoulder Widening Project has been a high priority capital improvement project for several years. The primary purpose of the project was to prevent erosion damage to the roadway from stormwater. Since the Town was utilizing Congestion Management Air Quality (CMAQ) federal funding, most of the project costs were to be paid with federal funds, which requires ADOT to oversee and serve as the project engineer and project manager. Shortly after phase one of the project began in the spring of 2019, unforeseen shallow utility lines on the west side of Fountain Hills Boulevard precluded completing the planned project as originally designed. ADOT issued a change order to the contractor for the project change for the west curb and gutter, including the wider and thicker pavement structural section, with the Town's concurrence. The contractor proceeded with the construction concept based on the revised project plans. Unfortunately, for a variety of reasons, ADOT cancelled the contract which resulted in only the west side of the project being completed. On August 24, 2020, the Town Council awarded a contract to Visus Construction Engineering Inc., to construct the shoulder widening improvements on the east side of Fountain Hills Blvd. The project is currently underway and scheduled for completion on December 26, 2020. Request to Undertake Remaining FY 2020-21 Capital Projects Last month Finance Director David Pock presented an update to the Town Council about sales tax revenues and state shared revenues which indicated that the town appeared to be on track to meet its budgeted revenues for FY 2020-21. Meeting this benchmark was a Council directive before staff was authorized to undertake the deferred FY 2020-21 capital improvement projects. Based on these financial projections, staff is requesting to undertake the balance of FY 2020-21 projects as summarized in TABLE A below: TABLE A Miscellaneous Drainage Improvements D6074 $50,000 Pollina Brantley Drive Detention Basin D6059 $100,000 HVAC Controllers F4035 $70,000 Fire Alarm Control Panel Replacement F4036 $80,000 Sidewalk Infill S6061 $200,000 Palisades & Eagle Ridge Traffic Signal T5005 $50,000 Four Peaks Park Upgrades P3035 $335,000 Four Peaks Park Playground Parking lot P3045 $65,000 At the Town Council meeting on November 17, 2020, staff will be presenting an update on previously Council authorized capital projects referenced in this staff report and requesting to undertake the remaining projects referenced above in TABLE A during the fiscal year. Related Ordinance, Policy or Guiding Principle Capital Projects. Risk Analysis NA Recommendation(s) by Board(s) or Commission(s) NA Staff Recommendation(s) Based on revenue projections from Finance Director, staff recommends proceeding with the capital projects previously approved by the Town Council for FY 2020-21. SUGGESTED MOTION MOVE to direct staff to proceed in undertaking the remaining Capital Projects for FY 2020-21 as listed in TABLE A. Fiscal Impact Fiscal Impact:$950,000 Budget Reference:Page 299 Funding Source:Capital Projects If Multiple Funds utilized, list here: Budgeted: if No, attach Budget Adjustment Form: Attachments PowerPoint Form Review Inbox Reviewed By Date Public Works Director (Originator)Justin Weldy 11/04/2020 12:28 PM Finance Director David Pock 11/04/2020 02:19 PM Town Attorney Elizabeth A. Burke 11/09/2020 09:25 AM Public Works Director (Originator)Justin Weldy 11/09/2020 11:08 AM Finance Director David Pock 11/09/2020 11:44 AM Town Attorney Aaron D. Arnson 11/10/2020 10:43 AM Town Manager Grady E. Miller 11/10/2020 11:03 AM Form Started By: Justin Weldy Started On: 10/29/2020 01:54 PM Final Approval Date: 11/10/2020 www.fh.az.gov Grady Miller, Town Manager Justin T. Weldy, Public Works Director Rachael Goodwin, Community Services Director November 17, 2020 Capital Improvement Program www.fh.az.gov This Session of the Town Council is to consider two areas of the Capital Improvement Program. Projects Mayor and Council identified as a priority along with a brief description and update on the progress. Review of the Capital Improvement Projects on hold pending a financial report that was provided to Council by Finance Director David Pock on October 20, 2020. Capital Improvement Program www.fh.az.gov •Golden Eagle Impoundment Area Improvements •Panorama Storm Drain Pipe Replacement •Fountain Lake Liner Replacement Assessment •Fountain Lighting Replacement •Ave of the Fountains/La Montana Intersection Improvements •Fountain Hills Blvd Shoulder Paving Phase II Capital Improvement Program Capital Improvement Projects selected by Council as high priority: www.fh.az.gov D6057 –Golden Eagle Impoundment Area Improvements $500,000 (Project Total $1,000,000) 4 www.fh.az.gov D6058 -Panorama Drive Storm Drain Improvements $2,210,410 www.fh.az.gov P3038 -Fountain Lake Liner Assessment $139,648 (Project Total $5,000,000) www.fh.az.gov Fountain Lighting Replacement $150,000 www.fh.az.gov S6051 -AOTF / La Montana Intersection Improvements $700,000 www.fh.az.gov S6053 -Fountain Hills Shoulder Paving Phase II $700,000 (Project Total $2,273,781 www.fh.az.gov The following projects have been on hold pending a financial report. www.fh.az.gov D6047 –Miscellaneous Drainage Improvements 1 1 Project Cost: $50,000 Funding: CIP www.fh.az.gov D6059 –Pollina -Brantley Dr Detention Basin Project Cost: $100,000 Funding: CIP www.fh.az.gov F4035 –HVAC Controllers Project Cost: $70,000 Funding: CIP www.fh.az.gov F4036 –Fire Alarm Control Panel Replacement 1 4 Project Cost: $80,000 Funding: CIP www.fh.az.gov S6061 –Sidewalk Infill Program 1 5 Project Cost: $200,000 Funding: CIP www.fh.az.gov T5005 –Palisades Blvd, Eagle Ridge Dr/Palomino Blvd Traffic Signal 1 6 Project Cost: $50,000 Funding: CIP www.fh.az.gov P3035 –Four Peaks Park Upgrades 1 7 Project Cost: $335,000 Funding:CIP www.fh.az.gov P3045 –Four Peaks Park Playground Parking lot 1 8 Project Cost: $65,000 Funding:CIP ITEM 8. H. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 11/17/2020 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Public Works Prepared by: Justin Weldy, Public Works Director Staff Contact Information: Justin Weldy, Public Works Director Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF approving Amendment No. 1 to Professional Services Agreement C2021-087 with Visus Engineering Construction, Inc. for a change order relating to the roundabout at the intersection of La Montana and Avenue of the Fountains, and the associated budget transfer. Staff Summary (Background) On June 16, 2020, the Town Council awarded a contract to Visus Engineering Construction to construct a roundabout at the intersection of Avenue of the Fountains/La Montana. Shortly after construction was underway, a potential pedestrian and vehicular safety issue was discovered with the dedicated right turn lane. At the direction of staff, CK Group redesigned the eastbound approach to improve the pedestrian and vehicular safety at the southbound lanes of La Montana. The firm also addressed drainage issues that resulted from removing the dedicated right turn lane. The roundabout redesign, safety and drainage issues have been resolved and construction of the project completed. The net cost impact of the change order for the roundabout construction is $90,552.94. The original not-to-exceed amount of the contract was $654,350, of which $85,350 was reserved as an owner’s allowance. If this amendment for $90,000 is approved, the revised not-to-exceed amount of the contract will be $744,350. Related Ordinance, Policy or Guiding Principle Capital Projects. Risk Analysis The construction of the modified roundabout design will significantly improve pedestrian and traffic safety at this intersection. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends approval of Amendment No. 1 to Professional Services Agreement 2020-087 with Staff recommends approval of Amendment No. 1 to Professional Services Agreement 2020-087 with Visus Engineering Construction, Inc. SUGGESTED MOTION MOVE to approve Amendment No. 1 to Professional Services Agreement 2020-087 with Visus Engineering Construction, Inc. in the amount of $90,552.94, and the associated budget transfer. Fiscal Impact Fiscal Impact:$90,552.94 Budget Reference:Page 299 Funding Source:Capital Projects If Multiple Funds utilized, list here:N/A Budgeted: if No, attach Budget Adjustment Form: Attachments Amendment No. 1 Budget Transfer document. Form Review Inbox Reviewed By Date Public Works Director (Originator)Justin Weldy 11/02/2020 05:45 AM Finance Director David Pock 11/02/2020 06:44 AM Town Attorney Aaron D. Arnson 11/02/2020 07:52 AM Town Manager Grady E. Miller 11/05/2020 12:52 PM Form Started By: Justin Weldy Started On: 10/29/2020 06:18 AM Final Approval Date: 11/05/2020 Contract No. 2020-087 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND VISUS ENGINEERING CONSTRUCTION, INC. THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “First Amendment”) is entered into as of October 22, 2020, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Visus Engineering Construction, Inc., an Arizona corporation (the “Vendor”). RECITALS A. The Town and the Vendor entered into a Professional Services Agreement, dated July 16, 2020 (the "Agreement"), for the Vendor to provide professional services related to Avenue of the Fountains and La Montana Dr. intersection improvements (the “Services”). All capitalized terms not otherwise defined in this First Amendment have the same meanings as contained in the Agreement. B. The Town has determined that additional Services from the Vendor are necessary (the “Additional Services”). C. The Town and the Vendor desire to enter this First Amendment to provide for compensation for the Vendor to perform the Additional Services. 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 Vendor hereby agree as follows: 1. Compensation. The Town shall pay the Vendor an amount not to exceed $90,552.94 for the Additional Services in an aggregate annual amount not to exceed $744,902.94. 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. 3. Non-Default. By executing this First Amendment, the Vendor affirmatively asserts that (i) the Town is not currently in default, nor has it been in default at any time prior to this First 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 First Amendment are forever waived. 4. Israel. Vendor 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 First 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: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On ___________________, 2020, before me personally appeared Grady E. Miller, the Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the above document, on behalf of the Town of Fountain Hills. Notary Public (Affix notary seal here) [SIGNATURES CONTINUE ON FOLLOWING PAGE] “Vendor” Visus Engineering Construction. Inc, a(n) Arizona corporation By: Name: Title: (ACKNOWLEDGMENT) STATE OF ______________) ) ss. COUNTY OF ____________) On ______________________, 2020, before me personally appeared _____________ ________________________, the _____________________ of Visus Engineering Construction, Inc. a(n) Arizona corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he/she claims to be, and acknowledged that he/she signed the above document on behalf of the corporation. Notary Public (Affix notary seal here) 10/29/2020 09:08 |TOWN OF FOUNTAIN HILLS |P 1 DPock |BUDGET AMENDMENTS JOURNAL ENTRY PROOF |bgamdent LN ORG OBJECT PROJ ORG DESCRIPTION ACCOUNT DESCRIPTION PREV BUDGET AMENDED ACCOUNT LINE DESCRIPTION EFF DATE BUDGET CHANGE BUDGET ERR____________________________________________________________________________________________________________________________________ YEAR-PER JOURNAL EFF-DATE REF 1 REF 2 SRC JNL-DESC ENTITY AMEND 2021 05 2 11/17/2020 S6051 BUA S6051 VISU 1 8 1 CIPST 8060 S6051 STREETS CAP PROJECTS STREET IMPROVEMENTS 600,000.00 144,903.00 744,903.00 600-40-30-302-000-1610-8060-S6051 FROM CONTINGENCIES 11/17/2020 2 CIPAD 7010 CAPITAL PROJECTS ADMIN CONTINGENCY 84,735.00 -84,735.00 .00 600-10-10-105-000-0106-7010- TO S6051 11/17/2020 3 GENAD 7010 GENERAL GOVERNMENT ADMIN CONTINGENCY 1,368,709.18 -60,168.00 1,308,541.18 100-10-15-110-100-0106-7010- TO S6051 11/17/2020 ** JOURNAL TOTAL 0.00 Z 10/29/2020 09:08 |TOWN OF FOUNTAIN HILLS |P 2 DPock |BUDGET AMENDMENT JOURNAL ENTRY PROOF |bgamdent CLERK: DPock YEAR PER JNL SRC ACCOUNT ACCOUNT DESC T OB DEBIT CREDIT EFF DATE JNL DESC REF 1 REF 2 REF 3 LINE DESC____________________________________________________________________________________________________________________________________ 2021 5 2 BUA CIPST-8060-S6051 STREET IMPROVEMENTS 5 144,903.00 11/17/2020 S6051 VISU S6051 T FROM CONTINGENCIES BUA CIPAD-7010 CONTINGENCY 5 84,735.00 11/17/2020 S6051 VISU S6051 T TO S6051 BUA GENAD-7010 CONTINGENCY 5 60,168.00 11/17/2020 S6051 VISU S6051 T TO S6051 _________________ _________________ .00 .00 BUA 100-3920 APPROPRIATION CONTROL 60,168.00 11/17/2020 S6051 VISU S6051 BUA 600-3920 APPROPRIATION CONTROL 60,168.00 11/17/2020 S6051 VISU S6051 BUA 100-3940 BUDGETARY FB UNRES 60,168.00 11/17/2020 S6051 VISU S6051 BUA 600-3940 BUDGETARY FB UNRES 60,168.00 11/17/2020 S6051 VISU S6051 _________________ _________________ SYSTEM GENERATED ENTRIES TOTAL 120,336.00 120,336.00 _________________ _________________ JOURNAL 2021/05/2 TOTAL 120,336.00 120,336.00 10/29/2020 09:08 |TOWN OF FOUNTAIN HILLS |P 3 DPock |BUDGET AMENDMENT JOURNAL ENTRY PROOF |bgamdent FUND YEAR PER JNL EFF DATE DEBIT CREDIT ACCOUNT ACCOUNT DESCRIPTION____________________________________________________________________________________________________________________________________ 100 GENERAL FUND 2021 5 2 11/17/2020 100-3920 APPROPRIATION CONTROL 60,168.00 100-3940 BUDGETARY FB UNRES 60,168.00_________________ _________________ FUND TOTAL 60,168.00 60,168.00 600 CAPITAL PROJECTS FUND 2021 5 2 11/17/2020 600-3920 APPROPRIATION CONTROL 60,168.00 600-3940 BUDGETARY FB UNRES 60,168.00 _________________ _________________ FUND TOTAL 60,168.00 60,168.00 10/29/2020 09:08 |TOWN OF FOUNTAIN HILLS |P 4 DPock |BUDGET AMENDMENT JOURNAL ENTRY PROOF |bgamdent CLERK: DPock PA JOURNAL EFF DATE GL YEAR/PER/JNL SOURCE PROJECT STRING REF1 REF2 REF3 REF4 T AMOUNT_____________________________________________________________________________________________________________________________________ 2 11/17/2020 2021/05/2 BUA S6051-CONS- - S6051 T S6051 VISU 5 144,903.00__________________ S6051 TOTAL: 144,903.00______________________________________________________________________________________________________________________________________ ** END OF REPORT - Generated by DAVID POCK **