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HomeMy WebLinkAbout160407PAIN�l ° n NOTICE OF THE EXECUTIVE AND MW mw. REGULAR SESSIONS OF THE 9y`4at�� ti°°e is FOUNTAIN HILLS TOWN COUNCIL Mayor Linda M. Kavanagh Councilmember Dennis Brown Councilmember Nick DePorter Councilmember Cassie Hansen Vice Mayor Henry Leger Councilmember Alan Magazine Councilmember Cecil A. Yates TIME: 5:00 P.M. — EXECUTIVE SESSION (Executive Session will be held in the Fountain Conference Room - 2nd floor) 6:30 P.M. —REGULAR SESSION WHEN: THURSDAY, APRIL 7, 2016 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. PROCEDURE FOR ADDRESSING THE COUNCIL Anyone wishing to speak before the Council must fill out a speaker's card and submit it to the Town Clerk prior to Council discussion of that Agenda item. Speaker Cards are located in the Council Chamber Lobby and near the Clerk's position on the dais. Speakers will be called in the order in which the speaker cards were received either by the Clerk or the Mayor. At that time, speakers should stand and approach the podium. Speakers are asked to state their name and whether or not they reside in Fountain Hills (do not provide a home address) prior to commenting and to direct their comments to the Presiding Officer and not to individual Councilmembers. Speakers' statements should not be repetitive. If a speaker chooses not to speak when called, the speaker will be deemed to have waived his or her opportunity to speak on the matter. Speakers may not (i) reserve a portion of their time for a later time or (ii) transfer any portion of their time to another speaker. If there is a Public Hearing, please submit the speaker card to speak to that issue during the Public Hearing. Individual speakers will be allowed three contiguous minutes to address the Council. Time limits may be waived by (i) discretion of the Town Manager upon request by the speaker not less than 24 hours prior to a Meeting, (ii) consensus of the Council at Meeting or (iii) the Mayor either prior to or during a Meeting. Please be respectful when making your comments. If you do not comply with these rules, you will be asked to leave. z:\z:\council packets\2016\rl60407\160407a.docx Last Printed: 3/31/20168:57 AM Page 1 of 4 EXECUTIVE SESSION AGENDA CALL TO ORDER — Mayor Linda M. Kavanagh 1. ROLL CALL AND VOTE TO GO INTO EXECUTIVE SESSION: Pursuant to: (1) A.R.S. § 38-431.03(A)(3), discussion or consultation for legal advice with the attorney or attorneys of the public body, and (2) A.R.S. § 38-431.03(A)(4), discussion or consultation with the attorneys of the public body in order to consider its position and instruct its attorneys regarding the public body's position regarding contracts that are the subject of negotiations, in pending or contemplated litigation or in settlement discussions conducted in order to avoid or resolve litigation (Specifically, Park Place Development Agreement). 2. ADJOURNMENT. REGULAR SESSION AGENDA CALL TO ORDER AND PLEDGE OF ALLEGIANCE — Mayor Linda M. Kavanagh INVOCATION — Pastor Tony Pierce, First Baptist Church ROLL CALL — Mayor Linda M. Kavanagh MAYOR'S REPORT i) None. SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS i) Mayor Kavanagh may review RECENT EVENTS attended relating to Economic Development. 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. CONSENT AGENDA ITEMS All items listed on the Consent Agenda are considered to be routine, non -controversial matters and will be enacted by one motion and one roll call vote 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. CONSIDERATION of approving the TOWN COUNCIL MEETING MINUTES from March 8 and 17, 2016. z:\z:\council packets\2016\rl60407\160407a.docx Last Printed: 3/31/20168:57 AM Page 2 of 4 2. CONSIDERATION of approving a COOPERATIVE PURCHASE AGREEMENT with Red Hawk Solutions LLC for traffic signal improvements at the intersection of Palisades and Fountain Hills Boulevard, in an amount not to exceed $118,181.97. 3. CONSIDERATION of COOPERATIVE PURCHASE AGREEMENT C2016-247 between M. R. Tanner Development and Construction, Inc. and the Town of Fountain Hills for McDowell Mountain Road repairs in an amount not to exceed $75,897.82. 4. CONSIDERATION of a PROFESSIONAL SERVICES AGREEMENT with Heinfeld, Meech & Co., P.C. for financial auditing services in the amount of $110,725. 5. CONSIDERATION WITH POSSIBLE DIRECTION TO STAFF to AUTHORIZE APPROVAL of the supplemental SRP Municipal Aesthetics Fund project: El Pueblo and Grande Conversion and 69 kV Pole Replacement. REGULAR AGENDA ITEMS 6. CONSIDERATION of accepting a DONATION of a bronze sculpture titled "Aviator" with placement in Fountain Park. 7. DISCUSSION WITH POSSIBLE DIRECTION TO STAFF regarding POLICY directing Salt River Project's governance. This item was added to the agenda at the request of Councilmember Brown with the support of Councilmembers DePorter and Yates. 8. CONSIDERATION of an APPEAL OF THE ADMINISTRATIVE ISSUANCE of a Temporary Use Permit allowing the Copperwynd Resort to conduct Wedding Events and Receptions both inside the resort and on the outdoor event lawn after 10:00 PM. 9. PUBLIC HEARING to receive comments on a SPECIAL USE PERMIT to allow Truck Rentals by Desert Dawg Auto Repair at 9521 Technology Drive, located in the "IND -2 IUPD" zoning district. (Case #SU 2016-15) 10. CONSIDERATION of a SPECIAL USE PERMIT to allow Truck Rentals by Desert Dawg Auto Repair at 9521 Technology Drive, located in the "IND -2 IUPD" zoning district. (Case #SU 2016-15) 11. CONSIDERATION of COST SHARE AGREEMENT C2016-253, between the Town of Fountain Hills and Chaparral City Water, for the Fire Station No. 2 driveway improvements. 12. CONSIDERATION of PROFESSIONAL SERVICES AGREEMENT C2016-250 with Hunt & Caraway Architects, LTD for the Fire Station No. 2 architectural services in the amount of $315,197.20. 13. CONSIDERATION of approving RESOLUTION 2016-05, accepting membership in the Arizona Metropolitan Trust. 14. DISCUSSION WITH POSSIBLE DIRECTION TO STAFF relating to any item included in the League of Arizona Cities and Towns weekly LEGISLATIVE BULLETIN or relating to any ACTION PROPOSED OR PENDING BEFORE THE STATE LEGISLATURE. zAz:\council packets\2016\rl60407\160407a.docx Last Printed: 3/31/20168:57 AM Page 3 of 4 15. 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: i.) None. 16. SUMMARY OF COUNCIL REQUESTS and REPORT ON RECENT ACTIVITIES by the Mayor, Individual Councilmembers, and the Town Manager. 17. ADJOURNMENT. DATED this 31St day of March, 2016. Bevelyn F Berffier, Town Clerk The Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call 480-816- 5100 (voice) or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in this 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. z:\z:\council packets\2016\rl60407\160407a.docx Last Printed: 3/31/20168:57 AM Page 4 of 4 AIN�l ° n NOTICE OF THE EXECUTIVE AND MW mw. REGULAR SESSIONS OF THE 9y`4at�� ti°°e is FOUNTAIN HILLS TOWN COUNCIL Mayor Linda M. Kavanagh Councilmember Dennis Brown Councilmember Nick DePorter Councilmember Cassie Hansen Vice Mayor Henry Leger Councilmember Alan Magazine Councilmember Cecil A. Yates TIME: 5:00 P.M. — EXECUTIVE SESSION (Executive Session will be held in the Fountain Conference Room - 2nd floor) 6:30 P.M. —REGULAR SESSION WHEN: THURSDAY, APRIL 7, 2016 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. PROCEDURE FOR ADDRESSING THE COUNCIL Anyone wishing to speak before the Council must fill out a speaker's card and submit it to the Town Clerk prior to Council discussion of that Agenda item. Speaker Cards are located in the Council Chamber Lobby and near the Clerk's position on the dais. Speakers will be called in the order in which the speaker cards were received either by the Clerk or the Mayor. At that time, speakers should stand and approach the podium. Speakers are asked to state their name and whether or not they reside in Fountain Hills (do not provide a home address) prior to commenting and to direct their comments to the Presiding Officer and not to individual Councilmembers. Speakers' statements should not be repetitive. If a speaker chooses not to speak when called, the speaker will be deemed to have waived his or her opportunity to speak on the matter. Speakers may not (i) reserve a portion of their time for a later time or (ii) transfer any portion of their time to another speaker. If there is a Public Hearing, please submit the speaker card to speak to that issue during the Public Hearing. Individual speakers will be allowed three contiguous minutes to address the Council. Time limits may be waived by (i) discretion of the Town Manager upon request by the speaker not less than 24 hours prior to a Meeting, (ii) consensus of the Council at Meeting or (iii) the Mayor either prior to or during a Meeting. Please be respectful when making your comments. If you do not comply with these rules, you will be asked to leave. z:\z:\council packets\2016\rl60407\160407a.docx Last Printed: 3/31/20168:57 AM Page 1 of 4 EXECUTIVE SESSION AGENDA CALL TO ORDER — Mayor Linda M. Kavanagh 1. ROLL CALL AND VOTE TO GO INTO EXECUTIVE SESSION: Pursuant to: (1) A.R.S. § 38-431.03(A)(3), discussion or consultation for legal advice with the attorney or attorneys of the public body, and (2) A.R.S. § 38-431.03(A)(4), discussion or consultation with the attorneys of the public body in order to consider its position and instruct its attorneys regarding the public body's position regarding contracts that are the subject of negotiations, in pending or contemplated litigation or in settlement discussions conducted in order to avoid or resolve litigation (Specifically, Park Place Development Agreement). 2. ADJOURNMENT. REGULAR SESSION AGENDA CALL TO ORDER AND PLEDGE OF ALLEGIANCE — Mayor Linda M. Kavanagh INVOCATION — Pastor Tony Pierce, First Baptist Church ROLL CALL — Mayor Linda M. Kavanagh MAYOR'S REPORT i) None. SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS i) Mayor Kavanagh may review RECENT EVENTS attended relating to Economic Development. 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. CONSENT AGENDA ITEMS All items listed on the Consent Agenda are considered to be routine, non -controversial matters and will be enacted by one motion and one roll call vote 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. CONSIDERATION of approving the TOWN COUNCIL MEETING MINUTES from March 8 and 17, 2016. z:\z:\council packets\2016\rl60407\160407a.docx Last Printed: 3/31/20168:57 AM Page 2 of 4 2. CONSIDERATION of approving a COOPERATIVE PURCHASE AGREEMENT with Red Hawk Solutions LLC for traffic signal improvements at the intersection of Palisades and Fountain Hills Boulevard, in an amount not to exceed $118,181.97. 3. CONSIDERATION of COOPERATIVE PURCHASE AGREEMENT C2016-247 between M. R. Tanner Development and Construction, Inc. and the Town of Fountain Hills for McDowell Mountain Road repairs in an amount not to exceed $75,897.82. 4. CONSIDERATION of a PROFESSIONAL SERVICES AGREEMENT with Heinfeld, Meech & Co., P.C. for financial auditing services in the amount of $110,725. 5. CONSIDERATION WITH POSSIBLE DIRECTION TO STAFF to AUTHORIZE APPROVAL of the supplemental SRP Municipal Aesthetics Fund project: El Pueblo and Grande Conversion and 69 kV Pole Replacement. REGULAR AGENDA ITEMS 6. CONSIDERATION of accepting a DONATION of a bronze sculpture titled "Aviator" with placement in Fountain Park. 7. DISCUSSION WITH POSSIBLE DIRECTION TO STAFF regarding POLICY directing Salt River Project's governance. This item was added to the agenda at the request of Councilmember Brown with the support of Councilmembers DePorter and Yates. 8. CONSIDERATION of an APPEAL OF THE ADMINISTRATIVE ISSUANCE of a Temporary Use Permit allowing the Copperwynd Resort to conduct Wedding Events and Receptions both inside the resort and on the outdoor event lawn after 10:00 PM. 9. PUBLIC HEARING to receive comments on a SPECIAL USE PERMIT to allow Truck Rentals by Desert Dawg Auto Repair at 9521 Technology Drive, located in the "IND -2 IUPD" zoning district. (Case #SU 2016-15) 10. CONSIDERATION of a SPECIAL USE PERMIT to allow Truck Rentals by Desert Dawg Auto Repair at 9521 Technology Drive, located in the "IND -2 IUPD" zoning district. (Case #SU 2016-15) 11. CONSIDERATION of COST SHARE AGREEMENT C2016-253, between the Town of Fountain Hills and Chaparral City Water, for the Fire Station No. 2 driveway improvements. 12. CONSIDERATION of PROFESSIONAL SERVICES AGREEMENT C2016-250 with Hunt & Caraway Architects, LTD for the Fire Station No. 2 architectural services in the amount of $315,197.20. 13. CONSIDERATION of approving RESOLUTION 2016-05, accepting membership in the Arizona Metropolitan Trust. 14. DISCUSSION WITH POSSIBLE DIRECTION TO STAFF relating to any item included in the League of Arizona Cities and Towns weekly LEGISLATIVE BULLETIN or relating to any ACTION PROPOSED OR PENDING BEFORE THE STATE LEGISLATURE. zAz:\council packets\2016\rl60407\160407a.docx Last Printed: 3/31/20168:57 AM Page 3 of 4 15. 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: i.) None. 16. SUMMARY OF COUNCIL REQUESTS and REPORT ON RECENT ACTIVITIES by the Mayor, Individual Councilmembers, and the Town Manager. 17. ADJOURNMENT. DATED this 31St day of March, 2016. Bevelyn F Berffier, Town Clerk The Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call 480-816- 5100 (voice) or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in this 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. z:\z:\council packets\2016\rl60407\160407a.docx Last Printed: 3/31/20168:57 AM Page 4 of 4 40�TAIN�j�N l o z n 9l�fhat� tioo Meeting Date: 4/7/2016 Agenda Type: Consent TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Type: Regular Session Submitting Department: Administration Staff Contact Information: Bevelyn J. Bender, Town Clerk; 480-816-5115; bbender@fh.az.gov Council Goal: Strategic Values: Civic Responsibility C3 Solicit feedback in decision-making REQUEST TO COUNCIL (Agenda Language): CONSIDERATION of approving the TOWN COUNCIL MEETING MINUTES from March 8 and 17, 2016. Applicant: NA Applicant Contact Information: Property Location: Related Ordinance, Policy or Guiding Principle: A.R.S. §38-431.01 Staff Summary (background):The intent of approving previous meeting minutes is to ensure an accurate account of the discussion and action that took place at that meeting for archival purposes. Approved minutes are placed on the Town's website in compliance with state law. Risk Analysis (options or alternatives with implications): Fiscal Impact (initial and ongoing costs; budget status): Budget Reference (page number): Funding Source: NA If Multiple Funds utilized, list here: Budgeted; if No, attach Budget Adjustment Form: NA Recommendation(s) by Board(s) or Commission(s): Staff Recommendation(s): Approve List Attachment(s): None SUGGESTED MOTION (for council use): Move to approve the consent agenda as listed Prepared by: Bevelyn Bender, Town Clerk 3/28/2016 Approved: Grady E. Mi r, TY n Manager 3/30/2016 Page 1 of 1 AINI�jt�N o � Z n t �q `��� �„�,,,�► app% rbat i!s AC�ti/ Meeting Date: 4/7/2016 Agenda Type: Consent TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Type: Regular Session Submitting Department: Development Services Staff Contact Information: Justin T. Weldy, Street Superintendent Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (,agenda Language): CONSIDERATION of Cooperative Purchase Agreement C2016-248 between Red Hawk Solutions, LLC and the Town of Fountain Hills for traffic signal improvements at the intersection of Palisades Blvd. and Fountain Hills Blvd. in an amount not to exceed $118,181.97. Applicant: NA Applicant Contact Information: NA Owner: NA Owner Contact Information: NA Property Location: Palisades and Fountain Hills blvd Related Ordinance, Policy or Guiding Principle: NA Staff Summary (background): The Town owns, operates and maintains thirteen (13) traffic signals throughout Fountain Hills. The traffic signal at the intersection of Palisades Blvd. and Fountain Hills Blvd. has outdated conductor wiring and undersized conduit. This project will install new conduit and conductor wiring for the traffic signal heads and equipment. The project will also allow for the future installation of detection cameras which will improve left -turn movements. The contract includes $10,000 as an owner's allowance to cover any unforeseen conditions. Risk Analysis (options or alternatives with implications): Fiscal Impact (initial and ongoing costs; budget status): $118,181.97 Budget Reference (page number): 249 Pg 24973 Funding Source: Hurf Fund If Multiple Funds utilized, list here: NA Budgeted; if No, attach Budget Adjustment Form: Yes Recommendation(s) by Board(s) or Commission(s): NA Staff Recommendation(s): Staff recommends approcal of Cooperative Purchase Agreement C2016-248. List Attachment(s): Contract C2016-248 Page 1 of 2 SUGGESTED MOTION (for council use): Motion to between Red Hawk Solutions, LLC and the Town intersection of Palisades Blvd. and Fountain Hills Blvd NA 3/29/2016 Ap ro ed: Grady E. Miller, T wn nager 3/29/2016 approve Cooperative Purchase Agreement C2016-248 of Fountain Hills for traffic signal improvements at the . in an amount not to exceed $118,181.97. Page 2 of 2 Contract No. C2016-248 COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND RED HAWK SOLUTIONS, LLC THIS COOPERATIVE PURCHASING AGREEMENT (this "Agreement") is entered into as of April 7, 2016, between the Town of Fountain Hills, an Arizona municipal corporation (the "Town"), and Red Hawk Solutions, LLC, an Arizona limited liability company (the "Job Order Contractor"). RFCTTAT.0 A. After a competitive procurement process, the City of Peoria ("Peoria") entered into Contract No. ACON58913, dated January 1, 2014, as amended by Contract Amendment No. One, dated November 19, 2014, with ITS Engineers & Constructors of Utah, Inc. ("ITS") for traffic systems job order contracting (the "ITS Contract"). B. Job Order Contractor acquired ITS on or about April 30, 2015. The ITS Contract was assigned to Job Order Contractor by Contract Amendment No. Two, dated February 17, 2015, and amended by Contract Amendment No. Three, dated November 18, 2015. The ITS Contract, Contract Amendment No. Two and Contract Amendment No. Three are collectively referred to as the "Peoria Contract." A copy of the Peoria Contract is attached hereto as Exhibit A and incorporated herein by reference, to the extent not inconsistent with this Agreement. C. The Town is permitted, pursuant to ARTz. REv. STAT. 41-2631, et seq. and Section 3-3-27 of the Town Code, to procure such services under the Peoria Contract, at its discretion and with the agreement of the awarded Job Order Contractor, and so long as the Peoria Contract permits its cooperative use by other public entities, including the Town. D. The Town and the Job Order Contractor desire to enter into this Agreement for the purpose of (i) acknowledging their cooperative contractual relationship under the Peoria Contract and this Agreement, (ii) establishing the terms and conditions by which the Job Order Contractor may provide the Town with traffic signal improvements at the intersection of Fountain Hills Boulevard and Palisades Boulevard, as more particularly set forth in Section 2 below (the "Materials and Services") and (iii) setting the maximum aggregate amount to be expended pursuant to this Agreement related to the Materials and 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 Job Order Contractor hereby agree as follows: 2636940.1 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 April 6, 2017, unless terminated as otherwise provided in this Agreement or the Peoria Contract. 2. Scope of Work. The Job Order Contractor shall provide the Materials and Services under the terms and conditions of the Peoria Contract and as more particularly set forth in the Plans and Technical Specifications attached hereto as Exhibit B and incorporated herein by reference. 3. Compensation. The Town shall pay Job Order Contractor an aggregate amount not to exceed $118,181.97, of which $10,000.00 is an owner's contingency which shall be utilized at the Town's sole discretion, for the Materials and Services at the rates set forth in the Peoria Contract and as more particularly set forth in the Proposal, attached hereto as Exhibit C and incorporated herein by reference. 4. Payments. The Town shall pay the Job Order Contractor monthly, based upon the work performed and completed to date, and upon submission and approval of invoices. Each invoice shall (i) contain a reference to this Agreement and the Peoria Contract and (ii) document and itemize all work completed to date. The invoice statement shall include a record of Materials delivered, time expended and work performed in sufficient detail to justify payment. Additionally, invoices submitted without referencing this Agreement and the Peoria Contract will be subject to rejection and may be returned. 5. Records and Audit Rights. To ensure that the Job Order Contractor and its subcontractors are complying with the warranty under Section 6 below, Job Order Contractor's and its subcontractors' 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 (i) evaluation and verification of any invoices, payments or claims based on Job Order 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 (ii) evaluation of the Job Order Contractor's and its subcontractors' compliance with the Arizona employer sanctions laws referenced in Section 6 below. To the extent necessary for the Town to audit Records as set forth in this Section, Job Order 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 Job Order Contractor pursuant to this Agreement. Job Order 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 Section. The Town shall give Job Order Contractor or its subcontractors reasonable advance notice of intended audits. Job Order Contractor shall require its subcontractors to comply with the provisions of this Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 2636940.1 2 6. E -verify Requirements. To the extent applicable under ARiz. REv. STAT. § 41- 4401, the Job Order 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). Job Order Contractor'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. 7. Conflict of Interest. This Agreement may be canceled by the Town pursuant to ARiz. REv. STAT. § 38-511. 8. Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 9. Agreement Subject to Appropriation. The Town is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the Town's then current fiscal year. The Town's obligations under this Agreement are current expenses subject to the "budget law" and the unfettered legislative discretion of the Town concerning budgeted purposes and appropriation of funds. Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then -current fiscal year term for which such funds were appropriated and budgeted for such purpose and the Town shall be relieved of any subsequent obligation under this Agreement. The parties agree that the Town has no obligation or duty of good faith to budget or appropriate the payment of the Town's obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The Town shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The Town shall keep Job Order Contractor informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town. Job Order Contractor hereby waives any and all rights to bring any claim against the Town from or relating in any way to the Town's termination of this Agreement pursuant to this section. 10. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Scope of Work, the Peoria Contract, the Proposal and invoices, the documents shall govern in the order listed herein. Notwithstanding the foregoing, and in conformity with Section 2 above, unauthorized exceptions, conditions, limitations or provisions in conflict with the terms of this Agreement or the Peoria Contract (collectively, the "Unauthorized Conditions"), other than the Town's project -specific requirements, are expressly declared void and shall be of no force and effect. Acceptance by the Town of any work order or invoice containing any such Unauthorized Conditions or failure to demand full compliance with the terms and conditions set forth in this Agreement or under the Peoria Contract shall not alter such terms and conditions or relieve Job Order Contractor from, nor be construed or deemed a waiver of, its requirements and obligations in the performance of this Agreement. 11. Rights and Privileges. To the extent provided under the Peoria Contract, the Town shall be afforded all of the rights and privileges afforded to Peoria and shall be the 2636940.1 3 "Owner" (as defined in the Peoria Contract) for the purposes of the portions of the Peoria Contract that are incorporated herein by reference. 12. Indemnification; Insurance. In addition to and in no way limiting the provisions set forth in Section 11 above, the Town shall be afforded all of the insurance coverage and indemnifications afforded to Peoria to the extent provided under the Peoria Contract, and such insurance coverage and indemnifications shall inure and apply with equal effect to the Town under this Agreement including, but not limited to, the Job Order Contractor's obligation to provide the indemnification and insurance. In any event, the Job Order Contractor shall indemnify, defend 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"), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or omissions, in connection with the work or services of the Job Order Contractor, its officers, employees, agents, or any tier of subcontractor in the performance of this Agreement. 13. 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 (i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (iii) 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: GUST ROSENFELD P.L.C. One East Washington Street, Suite 1600 Phoenix, Arizona 85004-2553 Attn: Andrew J. McGuire If to Job Order Red Hawk Solutions, LLC Contractor: 2602 West Bloomfield Road Phoenix, Arizona 85029 Attn: Michael Wendtland 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 (i) when delivered to the party, (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (iii) 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 2636940.1 4 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 parry, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 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: Bevelyn J. Bender, Town Clerk (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On , 2016, 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) 2636940.1 5 "Job Order Contractor" RED HAWK SOLUTIO, LLC, an Arizona limited liabpt' y company Michael Wendtland Name: Title: Managing Member (ACKN0WLEDGME-I J I) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) March 29, On , 2016, before me personally appeared Michael Wendtland , the Managing Member of RED HAWK SOLUTIONS, LLC, an Arizona limited liability company, 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 limited liability comparly. - 1. L OIL Notary Public (Affix notary seal here) E. KILEY Notary Public - Arizona + Maricopa County Expire$ 01/11/2020 2636940.1 6 EXHIBIT A TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND RED HAWK SOLUTIONS, LLC [Peoria Contract] See following pages. 2636940.1 CONTRACT AMENDMENT Materials Management Y Q� Procurement %0 9875 N. 85th Ave., 2nd Fl. Solicitation No. P14 -0019A Page 1 of 1 Peoria, AZ 85345 Telephone: (623) 773-7115 !� �Fax: (623) 773-7118 i Description: JOC for Traffic Systems 0 Buyer: Lisa Houg Amendment No. Three (3) Date: November 18, 2015 In accordance with the Contract Special Terms and Conditions, Contract Extension, the above referenced contract shall expire on 12/31/2015. The contract is being renewed and the new contract term is: 1/l/2016-12/31/2016. Contractor hereby acknowledges receipt and agreement. A signed copy shall be filed with the City of Peoria, Materials Management Division. Attested '/A✓ Signature 12/3/2015 Michael Wendtland, Member Redhawk Solutions, LLC Date 2602 West Bloomfield Rd. Address Typed Name and Title Phoenix City Company Name AZ 85029 State Zip Code Geriminsky, Cik p ,y CC Number - v Direc`for: Andrew Grang6;¢5gineering Direct r Project Mana offrey Zinnecker, Civil Engineer Approved as to Form: �® �*� ACON58913C G Contract Number Stephen M. Omp, City Atiorney City Seal Copyright2003 City of Peoria, Arizona The above referenced Contract Amendment is hereby Executed: at Peoria, Arizona Dan Zenko, Materials Manager ACON 5 8 9 1 3 C (Rev 09/09/13)CF r - CONTRACT AMENDMENT Materials Management Procurement 4 y 9875 N. 85`' Ave., 2"d FI. Solicitation No. P14 -0019A Page 1 of 3 Peoria, AZ 85345 \� Telephone: (623) 773-7115 Description: JOC for Traffic Systems Fax: (623) 773-7118 Buyer: Lisa Houg Amendment No. Two (2) Date: February 17, 2015 The contractor, ITS En; ineers and Constructors of Utah, Inc. will be acquired by Redhawk Solutions LLC by April 30, 2015. Redhawk Solutions LLC takes no exception to the terms, conditions, specifications, or prices established by the existing agreement and hereby assumes full responsibility for the contract. In accordance with the Contract Standard Terms and Conditions, Section 16.11, No Delegation or Assignment, the City hereby approves this re -assignment. See attached documentation of the acquisition, new contactor contact list, and list of authorized signatories. Contractor hereby acknowledges receipt and agreement. A signed copy shall be filed with the City of Peoria, Materials Management Division. �✓ Februar 17 2015 r Y I Michael Wendtland, Member Signature Date Typed Name and Title 2602 West Bloomfield Rd. Phoenix Address City Attested a Geri minsky,,M)kClerk CC Number Q,iTOy ®� ACON58913B Contract Number City Seal Copyright 2003 City of Peoria, Arizona Director: Andrew Gra Company Name AZ 85029 State Zip Code Engineering Director Project Manxi�er: k t Geoffrey 41nnecker, Civil Engineer Approved as to Form: Stephen M. Kemp, y Attorn y Thea ove referenced Contract Amendment is hereby Executed: ,0 / at Peoria, Arizona rials Manaoer (Rev 09/09/13)CF ACUN58913B REEUNA WK " 5 0 L U T 1 0 N 5 February 9, 2015 Redhawk Solutions LLC Inas entered into a Definitive Agreement to acquire the operating assets of ITS Engineers & Constructors: Phoenix, Arizona - February 9, 2015 - Redhawk Solutions LLC has entered into a definitive agreement to acquire the operating assets of ITS Engineers and Constructors. The acquisition is structured as an asset purchase and was privately financed. The current key staff of ITS Engineers will, be joining Redhawk following the closing of the acquisition. Integration of the companies will be completed by April 30, 2015. In making the announcement, Redhawk Managing Member, Michael Wendtland stated, "This is a great strategic fit to expand our service area from wet utilities into dry utilities, ITS and traffic signals" We look forward to welcoming the team from ITS Engineers to Redhawk. The combination will yield meaningful operational benefits, together with significant synergies in many areas, including marketing, sales and service delivery. He went on to say, "The ITS Engineers acquisition is consistent with our strategy of providing high quality solutions to our customers. Our customers will have access to a broader array of service offerings, and a larger staff while continuing to receive the same familiar quality of sales, service and support that they have come to expect from ITS Engineers" "We are very excited to be joining the Redhawk team and to carry on our fifteen year history of leadership in the ITS and transportation focused market," said Randall Pearson, majority shareholder of ITS Engineers. "Our combined resources and broader service offerings will generate growth opportunities within our core commercial and government markets. For more information contact, Michael Wendtand at (480) 235-6800 michaeIPredhawksolutionsaz,com or Randall Pearson. (480 766-1189 ran dy.pearsonPitsenginee rs.com. EDRA K O L U T 1 O N 5 Michael Wendtland, Member Red Hawk Solutions LLC. ITS Lrt°in�rs . t."o1Y4s7zt1,,:> Ilzc. Randall Pearson, Chief Financial Officer ITS Engineers & Constructors -D AWKSOL LIT IONS CON'T'ACT LIST UPDATED February 12, 2015 Main Company Contact Info Redhawk Solutions LLC 2602 West Bloomfield Road Phoenix, AZ 85029 (602) 980-2992 estimatingPredhawksolutionsaz.com Signature Authority: Michael Wendtland, Managing Member (480) 235-6800 michaelftredhawksolutionsaz.com Don Kiley, Managing Member (602) 435-8117 donkiley@redhawksolutionsaz.com Tim Seaman, Project Manager (623) 398-4979 After 4/30/2015 timCabredhawksolutionsaz.com. Accounting: Elizabeth Kiley (602) 980-2992 elizabeth(@redhawksolutionsaz.com Foremen: Telecommunications: Reed Condie, (623) 308-0434 reed@redhawksolutionsaz.com CONTRACT AMENDMENT Solicitation No. P14 -0019A Page 1 of 1 Description: JOC for Traffic Systems Amendment No. One (1) Date: November 19 , 2014 Materials Management Procurement 9875 N. 85th Ave., 2nd Fl. Peoria, AZ 85345 Telephone: (623) 773-7115 Fax: (623) 773-7118 Buyer: Lisa Houg In accordance with the Contract Special Terms and Conditions, Contract Extension, the above referenced contract shall expire on 12/31/2014. The contract is being renewed and the new contract term is: 1/11/2015 —12/31 /2015. Contractor hereby acknowledges receipt and agreement. A signed copy shall be filed with the City of Peoria, Materials Management Division. Randall Pearson, P.E., Vice ITS Engineers & Constructors of Oz -S1 I President Utah, Inc. Signature Date Typed Name and Title Company Name 22505 North 19th Avenue Phoenix AZ 85027 Address City State Zip Code Attested B �Rhbnda eriminsky, Cit Cle Director: Andrew Gr r, Engineering Director p}iOy CC Number Project Manager. Goff y Zinnecker, Civil Engineer Approved as to Form: ®�� ACON58913A Contract Number Stephen M. eemp, City Attorney City Seal Copyright 2003 City of Peoria, Arizona The above referenced Contract Amendment is hereby Executed: 4 C A02O /4 , at Peoria, Arizona Dan Zenko, Materials -(Rev 09/09/13)CF f O N 5 G 9 of Peoria, Arizona (0 *614,0, ((.�' #4rHo-w�City Job Order Contract Statement of Qualifications No P 14-0019A Job Description Traffic Systems Location City of Ptona, Materials Management Contact Lisa Hou,-. CPPB Mailing Address 9875 N 85" Ave. 2n" R, Peoria AZ 85315 Phone (623) 773-7115 OFFER Contras lot s License `umber ROC 187901 ITS Engineers & Constructors of Utah, Inc �] Z t�ck,t,vL` Job Order Contractor Name Authorized Sisna[ure for 017er 22505 North 19" Avenue Randall Pearson P E Address Pnnt,d Name Phoenix, AZ 85027 Vice President Cin State Zip Code Title 623-780-4050 / 623-780-4054 rand�liijitsengineers com Telephone! Facsimile Email Address ACCEPTANCE OF OFFER AND CONTRACT AWARD (For City of Peoria Use Only) Your otler is herebv accepted The Contractor is now bound to sell the construction services listed be the a=hed award notice based upon the sohcitaiton including all terms conditions specifications amendments etc or the contract and the Contractors offer as accepted by the Citv The Contractor is herebv cautioned not to commea%.e am billable aurk or provide any matrnai service or constrwarin under this contract until Contractor receives an executed Nolice to Proceed and Purchase Order. At ted"b% Cit% of Peoria. Arizona EfP Date Rhond nminsk,% City C k :\p ed a5 to form r� Stephen N1 emp Cit} Attomuy y ® C{. l A �J A%Narded on �.*10 A] 58913 Contract Number C.it% Seal Official File Dan Zenko Materials Manager 09'0&'I i CF AC0N5s913~ JOB ORDER CONTRACT `tY &I O P14 -0019A Traffic Systems CONTRACT FOR CONSTRUCTION JOB ORDER CONTRACT AGREEMENT Rev 0910811 i CF TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ARTICLE 2 CONTRACT TERM ARTICLE 3 PERFORMANCE OF THE WORD ARTICLE 4 JOB ORDER DOCUMENTS ARTICLE 5 MATERIAL AND WORKMANSHIP ARTICLE 6 SITE CONDITIONS ARTICLE 7 JOB ORDER SCHEDULES ARTICLE 8 INSPECTION OF CONSTRUCTION AND ACCEPTANCE ARTICLE 9 INVOICING AND PAYMENT ARTICLE 10 CHANGES ARTICLE I I INSURANCE & BONDS ARTICLE 12 INDEMNIFICATION ARTICLE 13 DISPUTES ARTICLE 14 TERMINATION AND DEFAULT ARTICLE 15 WARRANTY OF CONSTRUCTION ARTICLE 16 STANDARD TERMS AND CONDITIONS ATTACHMENTS Attachment A JOC Pricing Matns Attachment B Project Cost Proposal Sheet Attachment C Scope of Services Attachment D Statement of Interest & Qualifications Attachment E Proposal Response Attachment F Authorized Signature Form. Attachment G Contractor Contact List -3- Rev 09108111 CF JOB ORDER CONTRACTING CONTRACT ip- THIS CONTRACT is entered into and made effective the 1St day of, by and between the City of Peoria, Arizona, an Arizona charter municipality (the "Owner"), and ITS Engineers & Constructors of Utah, Inc. (the "Job Order Contractor"). The parties agree as follows: . 1. DEFINITIONS. 1.1. Owner. Owner means Owner's senior manager, Contracting Officer or a duly authorized representative which means any person specifically authorized to act for Owner by executing the Contract and any modification thereto. Owner's duties include administration of the Contract, including the negotiation of change orders and modifications and assessing Job Order Contractor's technical performance and progress; inspecting and periodically reporting on such performance and progress during the stated period of performance, and finally certifying as to the acceptance of the Work in its entirety or any portion thereof, as required by the Contract documents. 1.2. Job Order Contractor. Job Order Contractor means Job Order Contractor's senior manager or its duly authorized representative or any person specifically authorized to act for Job Order Contractor by executing the Contract, and any modifications thereto. Job Order Contractor's duties include administration of the Contract and performance of the Work. 1.3. Contract. Contract means this agreement including its attachments and any Job Orders that may be issued. 1.4. Subcontract. Subcontract means any Contract including purchase orders (other than one involving an employer-employee relationship) entered into by Job Order Contractor calling for equipment, supplies or services required for Contract performance, including any modifications thereto. 1.5. Job Order. Job Order means a specific written agreement between the Owner and the Job Order Contractor for Work to be performed under this Contract for an individual, mutually agreed upon scope of work, schedule and price. 1.6. Work. Work means in response to Job Orders that may be mutually agreed upon and issued periodically by Owner, Job Order Contractor shall, except as may be specified elsewhere in the Contract, furnish all necessary labor, materials, tools, supplies, equipment, transportation, supervision, management, and perform all operations necessary and required for survey, design, and construction work which will be defined and further described as to specific project requirements in each Job Order. The Work shall be performed in accordance with the requirements set forth in each Job Order and as further specified in Attachment "A" JOC Pricing Matrix, Attachment "B" Project Cost Proposal Sheet, and in Attachment "C" Scope of Services both of which are incorporated herein and made a part hereof. 1.7. Punch List Preparation. A minimum of 30 days prior to Final Completion the Job Order Contractor, in conjunction with the Owner, shall prepare a comprehensive list of Punch list items, which the Owner may edit and supplement. The Job Order Contractor shall proceed promptly to complete and correct Punch list items. Failure to include an item on the Punch list -4- Rev. 09/08/11 CF does not alter the responsibility of the Job Order Contractor to complete all Work in accordance with the Contract Documents Warranties required by the Contract Documents shall not commence until the date of Final Completion unless otherwise provided in the Contract Documents 18 Final Completion Final Completion of the Work shall be deemed to have occurred on the later of the dates that the Work passes a Final Completion inspection and acceptance by the Owner Final Completion shall not be deemed to have occurred and no final payment shall be due the Job Order Contractor or any of its subcontractors or suppliers until the Work has passed the Final Completion inspection and acceptance and all required Final Completion close-out documentation items has been produced to the Owner by the Job Order Contractor 19 Reference Standards 19 1 The "Uniform Standard Specifications for Public Works Construction" and the "Uniform Standard Details for Public Works Construction'" which are sponsored and distributed by the Maricopa Association of Governments (MAG), and which are hereinafter referred to as the "MAG Specifications", are hereby adopted as part of these contract documents 19 2 July 15 ', 1997 by Section 23-54a of Ordinance 97-38, the City of Peoria adopted the "Uniform Standard Details for Public Works Construction from the Mancopa County Association of Governments by reference with certain exceptions 19 3 A copy of these documents is kept on file at the Office of the City Clerk at the City of Peoria 2 CONTRACT TERM 2 1 Contract Term The term of the Contract shall commence on the date it was executed by both parties and shall continue for a period of one (1) year thereafter in accordance with the terms and conditions of this Contract By mutual ,vntten Contract Amendment, any resultant contract may be extended for supplemental periods of up to a maximum of forty-eight (48) months Job Orders may be issued at any time during the term of this Contract This Contract will remain in full force and effect during the performance of any Job Order 22 Job Order In response to Job Orders that may be mutually agreed upon and issued periodically by Owner, Job Order Contractor shall perform the Work, except as may be specified elsewhere in the Contract, which will be defined and further described as to specific project requirements in each Job Order The Work shall be performed in accordance with the requirements set forth in each Job Order and as further specified in Attachment "A" (JOC Pricing Matrix) and in Attachment `B" (Project Cost Proposal Sheet), Attachment "C" (General Scope of Services), Attachment "D" (SiQ), and Attachment "E" (Proposal Response), all of which are incorporated herein and made a part hereof 23 Mutual Agreement This Contract embodies the agreement of Owner and Job Order Contractor to terms and conditions which will govern any Work that may be prescribed under a Job Order that may be issued by Owner and agreed to by Job Order Contractor Nothing herein shall be construed as requiring Owner to issue any Job Order, nor requiring Job Order Contractor to accept any Job Order, it being the intent that both parties must mutually agree to any specific Work before a Job Order may be issued -5- Rev 09/08/11 CF 24 Cooperative Purchasing- This contract shall be for the use of the City of Peoria In addition, specific eligible political subdivisions and nonprofit educational or public health institutions may also participate at their discretion In order to participate in any the contract, a political subdivision or nonprofit educational or public health institution must have been invited to participate in this specific solicitation and the contractor must be in agreement with the cooperative transaction In addition to cooperative purchasing, any eligible agency may elect to participate (piggyback) on the contract, the specific eligible political subdivision, nonprofit educational or public health institution and the contractor must be in agreement Any orders placed to the contractor will be placed by the specific agencies participating in this purchase Payment for purchases made under this agreement will be the sole responsibility of each participating agency The City shall not be responsible for any disputes arising out of transactions made by others 3 PERFORMANCE OF THE WORK 31 Job Order Agreement Performance of the Work shall be undertaken only upon the issuance of written Job Orders by Owner Job Orders shall be in accordance with the requirements specified in Attachment "C" (General Scope of Services), and shall set forth, with the necessary particularity, the following 31 1 Contract number along with Job Order Contractor's name, 3 1 2 Job Order number and date, 3 1 3 The agreed Work and applicable technical specifications and drawings, 3 1 4 The agreed period of performance and, if required by Owner, a work schedule, 3 1 5 The place of performance, 3 1 6 The agreed total price for the Work to be performed, 3 1 7 Submittal requirements, 3 1 S Owner's authorized representative who will accept the completed Work, 3 1 9. Signatures by the parties hereto signifying agreement with the specific terms of the Job Order, and 3 1 10 Such other information as may be necessary to perform the Work 32 Job Order Contractor Duties and Obligations 3 2 1 Permits & Responsibilities Job Order Contractor shall be responsible for processing of drawings, for approval by appropriate oversight bodies, for obtaining any necessary licenses and permits, and for complying with any Federal, State and municipal laws, codes, and regulations applicable to the performance of the Work Owner will reimburse Job Order Contractor for the actual, documented costs of construction permits required for the performance of the Work Job Order Contractor shall also be responsible for all damages to persons or property that occur as a result of Job Order Contractor's fault or negligence, and shall take proper safety and health precautions to protect the Work, the workers, the public, and the property of others Job Order Contractor shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire Work, except for any completed unit of Work which may have been accepted under the Contract -6- Rev 09/08/11 CF 3 2.2 Self -Performance By The Job -Order -Contractor. The JOC shall be allowed to bid as a subcontractor for work over $50,000 and, if it is the lowest acceptable bidder Any change orders for self -performed work shall require pre -approval by the owner 3.2 3 Outdoor Construction Restrictions Peoria Ordinance No 98-11 restncts outdoor construction as listed in the following table 3 2 3 1 No interference with the traffic flow on arterial streets shall be permitted during the hours of 6 00 a m to 8 30 a m or from 4 00 p m to 7 00 p m unless prior authorization is obtained in %vnting by the City of Peona Traffic Engineer or their assignee Specific work hours may be stipulated by the City of Peona on the project barricade plan 3 2 3 2 Dunng off peak hours, the minimum number of lanes shall be two lanes (one in each direction) on streets with four lanes or less and four lanes (two in each direction) on streets with five or more lanes 3 2 3 3 Night work must have pnor authorization from the City In addition, certain areas of the City may have seasonal or special event restnctions for construction work as designated by the City on a case by case basis 3 2 4 Jobsite Superintendent During performance of a Job Order and until the Work is completed and accepted, Job Order Contractor shall directly superintend the Work or assign a competent superintendent who will supervise the performance of Work and is satisfactory to Owner and has authority to act for Job Order Contractor 3 2 4 1 Job Order Contractor will ensure that the site supervisor for the project is English proficient and that there is at least one English proficient person at the construction site at all times work is being performed in order to communicate with the City's project manager 3 2 5 Construction Layout Job Order Contractor shall lay out its work in accordance with the Contract plans and specifications and shall be responsible for all measurements in connection with the layout of the Work Job Order Contractor shall furnish, at its own expense, all stakes, templates, platforms. equipment. tools, materials, and labor required to layout any part of the Work Job Order Contractor shall also be responsible for maintaining and preserving all control points established by Owner 3 2 6 Survey Control Points Existing survey markers (either brass caps or iron pipes) shall be protected by the Contractor or removed and replaced under direct supervision of the City Engineer or his authonzed representatives Survey monuments shall be constructed to the requirements of MAG Specifications, Section 405, and Standard Details Lot corners shall not be disturbed without knowledge and consent of the property owner The Contractor shall replace benchmarks, monuments, or lot corners moved or destroyed during construction at no -7- Rev 09/08/11 CF Construction Type April 2 — September 29 September 30 — April 1 A Concrete Work 5 00 a m to 7 00 p m 6 00 a m to 7 00 p m B Other Construction (within 500 feet of residential area) 6 00 a m to 7 00 p m 7 00 a m to 7 00 p m C Construction Work (more than 500 feet of residential area) 5 00 a m to 7 00 p m 5 00 a m to 7 00 p m 3 2 3 1 No interference with the traffic flow on arterial streets shall be permitted during the hours of 6 00 a m to 8 30 a m or from 4 00 p m to 7 00 p m unless prior authorization is obtained in %vnting by the City of Peona Traffic Engineer or their assignee Specific work hours may be stipulated by the City of Peona on the project barricade plan 3 2 3 2 Dunng off peak hours, the minimum number of lanes shall be two lanes (one in each direction) on streets with four lanes or less and four lanes (two in each direction) on streets with five or more lanes 3 2 3 3 Night work must have pnor authorization from the City In addition, certain areas of the City may have seasonal or special event restnctions for construction work as designated by the City on a case by case basis 3 2 4 Jobsite Superintendent During performance of a Job Order and until the Work is completed and accepted, Job Order Contractor shall directly superintend the Work or assign a competent superintendent who will supervise the performance of Work and is satisfactory to Owner and has authority to act for Job Order Contractor 3 2 4 1 Job Order Contractor will ensure that the site supervisor for the project is English proficient and that there is at least one English proficient person at the construction site at all times work is being performed in order to communicate with the City's project manager 3 2 5 Construction Layout Job Order Contractor shall lay out its work in accordance with the Contract plans and specifications and shall be responsible for all measurements in connection with the layout of the Work Job Order Contractor shall furnish, at its own expense, all stakes, templates, platforms. equipment. tools, materials, and labor required to layout any part of the Work Job Order Contractor shall also be responsible for maintaining and preserving all control points established by Owner 3 2 6 Survey Control Points Existing survey markers (either brass caps or iron pipes) shall be protected by the Contractor or removed and replaced under direct supervision of the City Engineer or his authonzed representatives Survey monuments shall be constructed to the requirements of MAG Specifications, Section 405, and Standard Details Lot corners shall not be disturbed without knowledge and consent of the property owner The Contractor shall replace benchmarks, monuments, or lot corners moved or destroyed during construction at no -7- Rev 09/08/11 CF expense to the Owner Contractor and his sureties shall be liable for correct replacement of disturbed survey benchmarks except where the Owner elects to replace survey benchmarks using his own forces 3 2 7 Traffic Regulations All traffic affected by this construction shall be regulated in accordance with the City of Phoenix — Traffic Bamcade manual, latest edition. and the City of Phoenix in the Traffic Bamcade Manual shall be referred to as the City of Peona City Engineer for interpretation At the time of the pre -construction conference, the Contractor shall designate an employee who is well qualified and expenenced in construction traffic control and safety to be responsible for implementing, morutoring and altenng traffic control measure, as necessary At the same time the City will designate a representative who will be responsible to see that all traffic control and any alterations are implemented and monitored to the extent that traffic is tamed throughout the work area in an effective manner and that manner and that motorists, pedestrians, bicyclists and workers are protected from hazard and accidents 3 2 7 1 The following shall be considered mayor streets All mayor Parkway, mile (section line), arterial and collector (mid-section line and quarter section line) streets so classified by the City of Peoria 3 2 7 2 All traffic control devices required for this project shall be the responsibility of the Contractor The Contractor shall place advance warnings. REDUCE SPEED, LOOSE GRAVEL, 25 MPH SPEED LIMIT and DO NOT PASS signs in accordance with the Traffic Bamcade Manual 3 2 7 3 The Contractor shall provide, erect and maintain all necessary flashing arrow boards, bamcades, suitable and sufficient warning lights signals and signs. and shall take all necessary precautions for the protection of the work and safety of the public The Contractor shall provide, erect and maintain acceptable and adequate detour signs at all closures and along detour routes 3 2 7 4 All bamcades and obstructions shall be illuminated at night, and all safety lights shall be kept burning from sunset until sunnse All barricades and signs used by the Contractor shall conform to the standard design, generally accepted for such purposes and payment for all such services and materials shall be considered as included in the other pay items of the Contract 3 2 7 5 The Contractor shall insure that all existing traffic signs are erect, clean and in full view of the intended traffic at all times Street name signs at mayor street intersections shall be maintained erect at all times If these signs should interfere with construction, the Contractor shall notify the Inspector at least forty eight (48) hours in advance for City personnel to temporarily relocate said signs The City Engineer will re -set all traffic and street name signs to permanent locations when notified by the Engineer that construction is complete unless otherwise stated in the specifications Payment for this item shall be made at the contract lump sum price for TRAFFIC CONTROL 3.2.7.6 The Police Department shall determine if construction activities or traffic hazards at the construction project require the use of Police Assistants or AZ Post Certified Peace Officers, alternatively, if the Police Department determines that flagmen are sufficient. it shall be the Contractor's responsibility to provide adequate personnel including flagmen to direct -8- Rev 09108111 CF traffic safely All City of Peona projects shall use only City of Peoria Police Assistants or City of Peona AZ Post Certified Officers, unless the Police Chief or their designee has determined that no such assistants or officers are available Arrangements for Police Assistant or Police Officer services should be made with the liaison officer at the Peoria Police Department at telephone number (623) 773-7062 or offdutynpeonaaz gov 3 2 7 7 Manual traffic control shall be in conformity with the Traffic Barricade Manual A traffic control plan shall be submitted to the Peoria Police Department indicating whether a need for traffic control exists during the project The traffic control plan shall be submitted electronically and the liaison officer shall be contacted at the Peoria Police Department at telephone number (623) 773-7062 3 2.7.8. When traffic hazards at construction sites warrant the use of certified police personnel to direct traffic, arrangement should be made with the liaison officer at the Peona Police Department at telephone number (623) 773-7062 3 2 7 9 The assembly and turnarounds of the Contractor's equipment shall be accomplished using adjacent local streets when possible 3 2 7 10 Equipment used and/or directed by the Contractor shall travel with traffic at all times Supply trucks shall travel with traffic except when being spotted Provide a flagman or officer to assist with this operation 3 2 7 11 During construction, it may be necessary to alter traffic control Alterations shall be in accordance with the Traffic Barricade Manual 3 2 7 12 No street within this project may be closed to through traffic or to local emergency traffic without prior written approval of the City Engineer of the City of Peona Wntten approval may be given if sufficient time exists to allow for notification of the public at least two (2) days in advance of such closing Partial closure of streets within the project shall be done in strict conformity with written directions to be obtained from the City Engineer 3 2 7 13 Caution should be used when excavating near intersections with traffic signal underground cable Notify the City Engineer twenty four (24) hours in advance of any work at such intersections The Contractor shall install and maintain temporary overhead traffic signal cable as specified by the City Engineer when underground conduit is to be severed by excavations at intersections The Contractor shall provide an off-duty uniformed police officer to direct traffic while the traffic signal is turned off and the wiring is transferred All damaged or modified traffic signal overhead and underground items shall be repaired and restored to the City Engineer's satisfaction Magnetic detector loops shall under no circumstances be spliced 3 2 7 14 The Contractor shall address how local access to adjacent properties will be handled in accordance with the specification herein 3.2 7.15. Where crossings of existing pavements occur, no open trenches shall be permitted overnight, but plating may be permitted if conditions allow as determined by the City Engineer or his authorized representative If plates cannot be used, crossings shall be back-filled or the Contractor shall provide a detour 3 2 8 Operations & Storage Job Order Contractor shall confine all operations (including storage of materials) to areas authorized or approved by Owner Q Rev 09/08111 CF 3 2 9. Cleaning Un & Refuse Disposal Job Order Contractor shall at all times keep the site, including storage areas, free from accumulations of waste materials Before completing the Work, Job Order Contractor shall remove from the premises any rubbish, tools, scaffolding, equipment, and materials that are not the property of Owner Upon completing the Work, Job Order Contractor shall leave the site in a clean and orderly condition satisfactory to Owner 3 2 9.1 Final cleanup of the premises shall be included in the period of performance of the Job Order 3 2 9.2 Job Order Contractor shall be responsible for all construction refuse disposal containers and their removal from the site 3 2 9 3 Disposal of any hazardous materials not addressed and priced in the Job Order will be segregated for disposal by Owner unless Owner requires Job Order Contractor to dispose of the materials in which case, an equitable adjustment in the price will be negotiated and agreed 3 2 9 4 The Contractor and/or subcontractor shall be required to use the City of Peoria Solid Waste Division's services for commercial collection of Solid Waste This requirement is not intended to preclude other methods or means for hauling debris or excess material from the project site such as trucking large volumes of material, including soil, building demolition, or hazardous and special wastes The intent is to use City of Peoria Solid Waste service where standard waste disposal is needed Specifically, all roll -off and front -load containers used on a City of Peoria construction site shall be contracted for through the City of Peoria Solid Waste Division at the prevailing rate It is the contractor's responsibility to contact and make all necessary arrangements with the City of Peoria Solid Waste Division for these services Any and all charges for these services are the responsibility of the contractor The City Solid Waste Division may, at it's option, decline to provide service for business reasons at any time during the contract Any exceptions to this requirement will be at the sole discretion of the City Solid Waste Division Please contact the Solid Waste Customer Service Representatives at 623-773- 7160 3 2 10 Existing Improvements _and _Utilities Job Order Contractor shall protect from damage all existing improvements and utilities at or near the site and on adjacent property of third parties, the locations of which are made known to or should be known by Job Order Contractor Job Order Contractor shall repair any damage to those facilities, including those that are the property of third parties, resulting from failure to comply with the requirements of the Job Order or failure to exercise reasonable care in performing the Work If Job Order Contractor fails or refuses to repair the damage promptly, Owner may have the necessary repair work performed and charge the cost to Job Order Contractor 3 2 11 SafetV Job Order Contractor shall be responsible for compliance with all safety rules and regulations of the Federal Occupational Safety and Health Act of 1970 (OSHA), all applicable state and local laws, ordinances, and regulations during the performance of the Work Job Order Contractor shall indemnify Owner for fines, penalties, and corrective measures that result from the acts of commission or omission of Job Order Contractor, its subcontractors, if any, agents, employees, and assigns and its failure to comply with such safety rules and regulations 3 2 11 1 Joie Order- Contractor Safety Compliance. Job Order Contractor shall furnish and enforce the use of individual protective equipment as needed to complete the Work, -10- Rev 09/03/11 CF including hard hats. rain gear, protective foot wear, protective clothing and gloves, eye protection, ear protection, respirators, safety belts, safety harnesses, safety lifelines and lanyards, and high visibility reflective safety vests 3 2 112 Job Order Contractor Provided Warnings Job Order Contractor shall provide warning signs, barricades and verbal warnings as required 3 2 113 Emergency Procedures Job Order Contractor shall inform its employees of emergency procedures to be adhered to in case of a fire, medical emergency, or any other life- threatening situations 3 2 11.4 Accident Notification Job Order Contractor shall promptly notify Owner of any recordable accident involving personnel or damage to material and equipment Copies of any injury reports or accident investigation reports shall be provided to the Owner 3 2 11.5 Jobsite Safety Documents Job Order Contractor shall maintain a set of OSHA articles and Material Safety Data Sheets (MSDS) at the jobsite office as they apply to the Work being performed Copies shall be provided to Owner when requested 3 2 1 l 6 Job Order Contractor's Safely Program Job Order Contractor shall submit to Owner a copy of its safety policies and program procedures which establish the safety rules and regulations as they are to be applied to performance of the Work. These documents shall be submitted by Job Order Contractor within fourteen (14) calendar days after issuance of the initial Job Order and prior to the commencement of the Work 3.2 11.7 Job Order Contractor Safety Representative Job Order Contractor shall assign, during performance of the Work, a designated safety representative to develop and monitor the project safety program The name, company address, and telephone number of the assigned individual shall be submitted to Owner by Job Order Contractor along with its safety policies and program procedures 3 2 l 1 8 Emergency Medical Treatment Job Order Contractor shall make available for its employees and those of its subcontractors, while they are performing Work on the site, emergency medical treatment either at the site or at a nearby medical facility 3 2 119 Owner's Right to Monitor Owner reserves the right to approve and monitor Job Order Contractor's safety policies and program procedures as applied during performance of the Work Failure to comply with safety policies and program procedures, once approved by Owner, shall be cause for the termination of the Job Order in accordance with § 14 3 2 11 10 First Aid Kit Job Order Contractor shall provide and maintain on the jobsite, at all times when Work is in progress, a completely stocked first aid kit which contains all standard emergency medical supplies 3 2 11 11. Fire Extinguisher Job Order Contractor shall provide and maintain on the jobsite, at all times when Work is in progress, a fully charged fire extinguisher appropriate for the potential fire hazard 3 2 12 Dissemination of Contract Information Job Order Contractor shall not publish, permit to be published. or distribute for public consumption, any information, oral or written, concerning this Contract, any Job Order or the Work performed under this Contract, without the prior consent of Owner Rev 09/08/11 cr 3 2 13. Shop Drawings Job Order Contractor's duties under this Contract include the preparation of shop drawings or sketches necessary to permit orderly construction of Owner's design plans Job Order Contractor agrees to provide detailed design drawings and plans if requested by Owner 3 2 14 Jobsite Drawings and Specifications. Job Order Contractor shall keep on the Work site a copy of the drawings and specifications and shall at all times give Owner access thereto 33 Owner Rights and Obligations 3 3 1. Suspension of Work 3 3 1.1 Owner's Written Order Owner may order Job Order Contractor, in writing, to suspend, delay, or interrupt all or any part of the Work for a period of time that Owner determines reasonably appropriate 3 3 1.2 Work Delay or Suspension. If the performance of all or any part of the Work is suspended, delayed, or interrupted by an act of Owner in the administration of a Job Order, or by Owner's failure to act within the time specified in the Job Order, an adjustment shall be made for any increase in the cost of performance of the Job Order necessarily caused by the suspension, delay, or interruption, and the Job Order will be modified in writing accordingly 3 3.13 Job Order Contractor Costs. A claim under this Subparagraph 3 3 1 shall not be allowed for any costs incurred more than thirty (30) calendar days before Job Order Contractor shall have notified Owner in venting of the act or failure to act (but this requirement shall not apply as to a claim resulting from a suspension order), and unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of such suspension, delay, or interruption, but not later than the date of final payment under the Job Order 3 3 2 Owner's Right to Possession Owner shall have the right to take possession of or use any completed or partially completed part of the Work Before taking possession of or using any Work, Owner shall furnish Job Order Contractor a list of items of work remaining to be performed or corrected on those portions of the Work that Owner intends to take possession of or use However, failure of Owner to list any item of Work shall not relieve Job Order Contractor of responsibility for complying with the terms of this Contract Owner possession or use shall not be deemed an acceptance of any Work under this Contract 3 3 2 1 Owner's Possession or Use While Owner has such possession or use, Job Order Contractor shall be relieved of the responsibility for the loss of or damage to the Work resulting from Owner's possession or use, notwithstanding the terms of Subparagraph 3 2 1 If prior possession or use by Owner delays the progress of the Work or causes additional expense to Job Order Contractor, an equitable adjustment shall be made in the Job Order pace or the period of performance, and the Job Order shall be modified in writing accordingly 3.3.3 Other Contracts Owner may undertake or award other Contracts for additional work at or near the site of Work under this Contract Job Order Contractor shall fully cooperate with the other Job Order Contractors and with Owner's employees and shall carefully adapt scheduling and performing the Work under this Contract to accommodate the additional work, heeding any direction that may be provided by Owner Job Order Contractor shall not commit or -1?- Rev 09108111 CF permit any act that will interfere with the performance of its Work by any other contractor or by Owner's employees 34 Job Order Amendment Job Orders may be amended by Owner in the same manner as they are issued 35 Job Order Value The maximum Job Order value is Three Million Dollars ($3,000,000), except as provided by § 16 32 1 4 JOB ORDER DOCUMENTS 41 Specification and Drawings. Anything mentioned in the specifications and not shown on the drawings, or shown on the drawings and not mentioned in the specifications, shall be of like effect as if shown or mentioned in both In case of differences between drawings and specifications, the drawings shall govern in case of discrepancy either in the figures, in the drawings, or in the specifications, the matter shall be promptly submitted to Owner, who shall promptly make a determination in writing Any adjustment by Job Order Contractor without such a determination shall be at its own risk and expense Owner shall furnish from time to time such detail drawings and other information as considered necessary. unless otherwise provided 41 1 Wherever in the specifications or upon the drawings the words "directed," "required," "ordered," "designated," "prescribed," or words of like import are used, it shall be understood that the "direction," "requirement," "order," "designation," or "prescription," of Owner is intended and similarly the words "approved," "acceptable," "satisfactory," or words of like import shall mean "approved by," or "acceptable to," or "satisfactory to" Owner, unless otherwise expressly stated 4 12 Where "as shown," "as indicated," "as detailed," or words of similar import are used, it shall be understood that the reference is made to the drawings accompanying the Contract unless stated otherwise The word "provided" as used herein shall be understood to mean "provide complete in place," that is "furnished and installed 42 Shop Drawings Shop drawings include sketches, diagrams, layouts, schematics, descriptive literature, illustrations, schedules, performance and test data, and similar materials furnished by Job Order Contractor to explain in detail specific portions of the Work Owner may duplicate, use, and disclose in any manner and for any purpose shop drawings delivered under the Contract Shop drawings means drawings submitted to Owner by Job Order Contractor showing in detail 4 2 1. The proposed fabrication and assembly of structural elements and, 42.2 The installation (i e. form, fit and attachment details) of materials or equipment 4 2 3 The construction and detailing of elements of the Work 43 Shop Drawing Coordination Job Order Contractor shall coordinate all shop drawings, and review them for accuracy, completeness, and compliance with Contract requirements and shall indicate its approval thereon as evidence of such coordination and review Shop drawings submitted to Owner without evidence of Job Order Contractor's approval may be returned for resubmission Owner will indicate its approval or disapproval of the shop drawings and if not approved as submitted shall indicate Owner's reasons therefore Any work done before such approval shall be at Job Order Contractor's risk Approval by Owner shall not relieve Job Order Contractor from responsibility for any errors or omissions in such drawings, nor from -13- Rev 09/08111 CF responsibility for complying with the requirements of the Contract, except with respect to variations described and approved in accordance with § 4 4 below 44. MOD Drawing Modifications If shop drawings show variations from the Job Order requirements, Job Order Contractor shall desenbe such variations in writing, separate from the drawings, at the time of submission If Owner approves any such variation, Owner shall issue an appropriate Contract modification, except that, if the variation is minor and does not involve a change in price or in time of performance, a modification need not be issued 45 Shop Drawing Omissions Omissions from the drawings or specifications or the mis- description of details of work which are manifestly necessary to carry out the intent of the drawings and specifications, or which are customarily performed, shall not relieve Job Order Contractor from performing such omitted or mis-described details of the Work but they shall be performed as if fully and correctly set forth and described in the drawings and specifications 46 Owner Furnished Drawin s Job Order Contractor shall check all Owner furnished drawings immediately upon receipt and shall promptly notify Owner of any discrepancies Any errors or omissions in Owner furnished drawings are the responsibility of the Owner to rectify, including associated costs Figures marked on drawings shall be followed in preference to scale measurements Large scale drawings shall govern sinall scale drawings Job Order Contractor shall compare all drawings and verify the figures before laying out the Work and will be responsible for any errors which might have been avoided thereby 47 Shop Drawing Submiittal Job Order Contractor shall submit to Owner for approval an appropriate number of copies of all shop drawings as called for under the various headings of these specifications Sets of all shop drawings will be retained by Owner and one set will he returned to Job Order Contractor with annotation of approval or rejection within one (1) week after submission, unless a longer review period is necessary by mutual agreement between Owner and Job Order Contractor 48 Use of Job Order Documents All drawings (to include as -built drawings), sketches, designs, design data, specifications, note books, technical and scientific data provided to Job Order Contractor or developed by Job Order Contractor pursuant to the Contract and all photographs, negatives, reports, findings, recommendations, data and memoranda of every description relating thereto, as well as all copies of the foregoing relating to the Work or any part thereof, shall be the property of Owner and may be used by Owner without any claim by Job Order Contractor for additional compensation, unless such material developed by Job Order Contractor does not result in an issued Job Order in such cases, Job Order Contractor will receive reasonable reimbursement for the development of such materials before Owner uses them in any manner whatsoever in addition, Owner agrees to hold Job Order Contractor harmless to the extent permitted by law from any legal liability arising out of the Owner's use of such materials 51 Suitability of Material and Equipment All equipment, material, and articles incorporated in the Work covered by this Contract shall be new and of the most suitable grade for the purpose intended, unless otherwise specifically provided in the Contract References in the specifications to equipment, maternal, article, or patented process by trade name, make, or catalog number, shall be regarded as establishing a standard of quality and shall not be construed -14- Rev 09/08/11 CF as limiting competition Job Order Contractor may, at its option, use any equipment, material, article, or process that, in the sole Judgment and prior written approval of the Owner, is equal to that named in the specifications 52 Owner ADDroval Job Order Contractor shall obtain Owner's approval of the equipment to be incorporated into the Work When requesting approval, Job Order Contractor shall furnish to Owner the name of the manufacturer, the model number, and other information concerning the performance, capacity, nature, and rating of the equipment When required by the Contract or by Owner, Job Order Contractor shall also obtain Owner's approval of the material or articles which Job Order Contractor contemplates incorporating into the Work When requesting approval, Job Order Contractor shall provide full information concerning the material or articles When directed to do so, Job Order Contractor shall submit samples for approval Machinery, equipment, matenal and articles that do not have the required approval shall be installed or used at the risk of subsequent rejection 53 Testing of Materials Unless otherwise specified in a Job Order, the Job Order Contractor shall be responsible for any required testing of materials prior to incorporation into the Work Reimbursement for testing required by third party entities will be included in the individual Job Order 54 Workmanship All work under the Contract shall be performed in a skillful and workmanlike manner 6 SITE CONDITIONS 61 Site Investigation Job Order Contractor acknowledges that it has taken steps reasonably necessary to ascertain the nature and location of the Work, and that it has investigated and satisfied itself as to the general and local conditions which can affect the Work or its cost, including but not limited to 611 Conditions bearing upon transportation, disposal, handling, and storage of materials, site, 6 12 The availability of labor, water, electric power, and roads, 6 13 Uncertainties of weather, river stages, tides, or similar physical conditions at the 6 14 The visible conformation and conditions of the ground, and 6 1 5 The character of equipment and facilities needed preliminary to and during work performance 6.2. Surface and Subsurface investigation Job Order Contractor also acknowledges that it has satisfied itself as to the character, quality, and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work done by Owner, as well as from the drawings and specifications made a part of this Contract Owner will provide to Job Order Contractor all subsurface investigation reports it has commissioned, and has knowledge of, that reasonably reflect expected conditions at the location of the Job Order 63 Differing Site Conditions Job Order Contractor shall promptly, and before the conditions are disturbed, give a written notice to Owner of -1 �- Rev o91oan i cr 6 3 1. Subsurface or latent physical conditions at the site which differ materially from those indicated in the Contract, or 6 3.2. Unknown physical conditions at the site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract 64 Owner Investigation Owner shall investigate the site conditions promptly after receiving the notice If the conditions do materially so differ and cause an increase or decrease in Job Order Contractor's cost of, or the time required for, performing any part of the Work, whether or not changed as a result of the conditions, an equitable adjustment shall be made and the Job Order modified in writing accordingly 65 Written Notice of Differing Site Conditions No request by Job Order Contractor for an equitable adjustment to a Job Order under this § 6 shall be allowed, unless Job Order Contractor has given the written notice required 66 Payment Ad„Iustment No request by Job Order Contractor for an equitable adjustment to a Job Order for differing site conditions shall be allowed if made after final payment under such Job Order 7 JOB ORDER SCHEDULES 71 Construction Schedule If the Job Order Contractor fails to submit a schedule with the Job Order, Owner may withhold approval of progress payments until Job Order Contractor submits the required schedule If required, the Job Order Contractor will submit for approval with the signed Job Order a practicable schedule showing the sequence in which Job Order Contractor proposes to perform the Work, and the dates on which Job Order Contractor contemplates starting and completing the several salient features of the Work (including acquiring materials, plant and equipment) The schedule may be a formal computerized schedule or a progress chart in a bar chart format of suitable scale to indicate appropriately the percentage of Work scheduled for completion by any given date during the penod In either case, the basic information should be the same and the schedule or chart must contain as a minimum 71.1 A detailed list of work activities or work elements 7.12 Show the logical dependencies (ties) to indicate what Work must be accomplished before other Work can begin 7.13. Show early start and early finish dates along with late start and late finish dates for each work activity or work element 72 Failure to Submit Schedule Failure of Job Order Contractor to comply with the requirements of Owner Linder this clause shall be grounds for a determination by Owner that Job Order Contractor is not prosecuting the Work with sufficient diligence to ensure completion within the time specified in the Job Order Upon making this determination, Owner may terminate Job Order Contractor's right to proceed with the Work if not cured within severe (7) days after written notice is provided, or any separable part of it, in accordance with § 14 73 Progress Report Job Order Contractor shall submit a progress report every thirty (30) days, or as directed by Owner, and upon doing so shall immediately deliver a current schedule to Owner if it has materially changed since the last submission of a schedule If Job Order Contractor falls behind the approved schedule, Job Order Contractor shall take steps necessary to -16- Rev 09/08111 CF improve its progress, including those that may be reasonably required by Owner Without additional cost to Owner, Owner may require Job Order Contractor to increase the number of shifts, overtime operations, days of work, and/or the amount of construction plant or equipment, and to submit for approval any supplementary schedule or schedules in chart form as Owner deems necessary to demonstrate how the approved rate of progress will be regained 74 Emergency Work Job Order Contractor will give top priority to any emergency Work Owner may have and will allocate all resources necessary to accomplish such Work in accordance with Owner's schedule requirements To the extent the Job Order Contractor incurs additional cost, expense or schedule delay in performing Owner's emergency Work, Owner will equitably adjust the Contract in accordance with § 10 8 INSPECTION OF CONSTRUCTION AND ACCEPTANCE 81 Job Order Contractor Inspection System Job Order Contractor shall maintain an adequate inspection system and perform such inspections as will ensure that the Work called for conforms to Job Order requirements Job Order Contractor shall maintain complete inspection records and make them available to Owner All work shall be conducted under the general direction of Owner and is subject to inspection and test by Owner at all places and at all reasonable times before acceptance to ensure strict compliance with the terms of the Contract 82 Owner Inspections and Tests. Owner inspections and tests are for the sole benefit of Owner and do not 8 2 l Relieve Job Order Contractor of responsibility for providing adequate quality control measures, 8 2 2 Relieve Job Order Contractor of responsibility for damage to or loss of the material before acceptance. 8.2 3 Constitute or imply acceptance, or 8 2 4 Affect the continuing rights of Owner after acceptance of the complete %vork 83 Job Order Contractor Responsibilities The presence or absence of an inspector does not relieve Job Order Contractor from any Contract requirement, nor is the inspector authorized to change any term or condition of the specification without Owner's written authorization 84 Job Order Contractor Performance Job Order Contractor shall promptly furnish, without additional charge, all facilities, labor, and material reasonably needed for performing such safe and convenient inspections and tests as may be required by Owner Owner may charge to Job Order Contractor any additional cost of inspection or test when Work is not ready at the time specified by Job Order Contractor for inspection or test, or when prior rejection makes re- inspection or retest necessary Owner shall perform all inspections and tests in a manner that will not unnecessarily delay the Work Special, full size and performance tests shall be performed as described in the Job Order 8.5 Job Order Contractor Corrective Work. Job Order Contractor shall, without charge, replace or correct Work found by Owner not to conform to Job Order requirements, unless Owner consents to accept the Work with an appropriate adjustment in Contract price Job Order Contractor shall promptly segregate and remove rejected material from the premises -17- Rev (19/08111 CF 86 Failure to Replace or Correct Work. If Job Order Contractor does not promptly replace or correct rejected Work, Owner may 8 6 1. By Contract or otherwise, replace or correct the Work and charge the cost to Job Order Contractor, or 8 6 2 Terminate for default Job Order Contractor's right to proceed 87 Owner inspection before Acceptance If, before acceptance of the entire Work, Owner decides to examine already completed Work by removing it or tearing it out, Job Order Contractor, on request. shall promptly furnish all necessary facilities, labor, and material If the Work is found to be defective or nonconforming in any material respect due to the fault of Job Order Contractor or its subcontractors, Job Order Contractor shall bear the expenses of the examination and of satisfactory reconstruction However, if the Work is found to meet requirements. Owner shall make an equitable adjustment for the additional services involved in the examination and reconstruction, including, if completion of the Work was thereby delayed, an extension of the period of time for performance 88 Owner Acceptance Unless otherwise specified in the Job Order, Owner shall accept, as promptly as practicable after completion and inspection, all work required by the .lob Order or that portion of the Work that the Owner determines can be accepted separately Acceptance shall be final and conclusive except for latent defects, fraud, gross mistakes amounting to fraud, or Owner's rights under any warranty or guarantee 9 INVOICING AND PAYMENT 91 Compensation As full consideration for the satisfactory performance by Job Order Contractor of Work prescribed under the Contract, Owner shall pay Job Order Contractor the amounts specified in the individual Job Orders 92 Invoices job Order Contractor shall submit invoices to the following address City of Peoria 8401 W Monroe St Peoria, AZ 85345 93 Progress Payments Owner shall make progress payments monthly as the Work proceeds, or at more frequent intervals as determined by Owner, on estimates of Work completed submitted by the Job Order Contractor and approved by Owner Job Order Contractor shall use an acceptable invoice form and shall include supporting documents to reflect a breakdown of the total price showing the amount included therein for each principal category of the Work, in such detail as requested, to provide a basis for determining progress payments In the estimation of Work completed, Owner will authorize payment for material delivered on the site and preparatory work done if Job Order Contractor furnishes satisfactory evidence that it has acquired title to such material and that the material will be used to perform the Work 94 Retention Not applicable 95. Owner's Property All material and work covered by progress payments made shall, at the time of payment. become the sole property of Owner, but this provision shall not be construed as -18- Rev (19/08/11 CF 9 5 1. Relieving Job Order Contractor from the sole responsibility for all material and Work upon which payments have been made or the restoration of any damaged Work, or 9 5 2. Waiving the right of Owner to require the fulfillment of all of the terms of the Contract 96 Approval and Certification An estimate of the Work submitted shall be deemed approved and certified for payment after seven days from the date of submission unless before that time the Owner or Owner's agent prepares and issues a specific written finding setting forth those items in detail in the estimate of the Work that are not approved for payment under this contract The Owner may withhold an amount from the progress payment sufficient to pay the expenses the Owner reasonably expects to incur in correcting the deficiency set forth in the written finding The progress payments shall be paid on or before fourteen days after the estimate of the Work is certified and approved The estimate of the Work shall be deemed received by the Owner on submission to any person designated by the Owner for the submission, review or approval of the estimate of the Work 97 Unpaid Amounts Owner shall pay all unpaid amounts due Job Order Contractor under this Contract within thirty (30) days, after 9 7 1 Completion and acceptance of the Work, 9 7 2 Presentation of a properly executed invoice, 9.7 3 Presentation of release of all claims against Owner arising by virtue of the Contract, other than claims, in stated amounts, that Job Order Contractor has specifically excepted from the operation of the release A release may also be required of the assignee if Job Order Contractor's claim to amounts payable under this Contract has been assigned Job Order Contractor shall complete a Job Order Contractor's release form acceptable to Owner, or 9 7 4 Consent of Job Order Contractor's surety, if any 10 CHANGES 101 Owner Changes Owner may, at any time, without notice to the sureties, if any, by written order designated or indicated to be a change order, make changes in the Work within the general scope of the Job Orders, including changes 10 1.1 In the specifications (including drawings and designs), 10 1.2. In Owner -furnished facilities, equipment, materials, services, or site, or 10 1.3 Directing acceleration in the performance of the Work, or otherwise altering the schedule for performance of the Work 102 Owner Chance Orders Any other written order (which, as used in this paragraph, includes direction, instruction, interpretation, or determination) from Owner that causes a change shall be treated as a change order under this § 10, provided, that Job Order Contractor gives Owner timely written notice stating the date, circumstances, and source of the order and that Job Order Contractor regards the order as a change order 10.3 Contract Adjustments Except as provided in this § 10, no order, statement, or conduct of Owner shall be treated as a change under this § 10 or entitle Job Order Contractor to an equitable adjustment hereunder -19- Rev WWII I CF 104 Modification of the Job Order, if any change under this § 10 causes an increase or decrease in Job Order Contractor's cost of, or the time required for, the performance of any part of the Work under a Job Order, whether or not changed by any such order, Owner shall negotiate an equitable adjustment and modify the Job Order in writing 105 Job Order Contractor Proposal Job Order Contractor must submit any proposal under this § 10 within thirty (30) calendar days after 10 5. 1. Receipt of written change order under § 101 above, or 10 5 2. The furnishing of a wntten notice under ,§ 10 2 above by submitting to Owner a written statement describing the general nature and amount of the proposal, unless this period is extended by Owner The statement of proposal for adjustment may be included in the notice under § 10 2 above 106 Final Payment Limitation. No proposal by Job Order Contractor for an equitable adjustment shall be allowed if asserted after final payment under the Job Order 107 Job Order Contractor Extension Justification Job Order Contractor shall furnish to the Owner a written proposal for any proposed extension in the period of performance The proposal shall contain a price breakdown and period of performance extension justification 108 Job Order Contractor Price Breakdown Structure Job Order Contractor, in connection with any proposal it makes for a Job Order change shall furnish a price breakdown itemized as required by Owner and the pricing matrix as required in the awarded contract i l INSURANCE & BONDS 11 1 Job Order Contractor Insurance Job Order Contractor shall purchase and maintain in effect during the term of this Contract insurance of the types and with minimum limits of liability as stated below Such insurance shall protect Job Order Contractor and Owner from claims which may arise out of or result from Job Order Contractor's operations whether such operations are performed by Job Order Contractor or by any subcontractor or by anyone for whose acts any of them may be liable 11 1 1 WORKERS' COMPENSATION INSURANCE providing statutory benefits in accordance with the laws of the State of Arizona or any Federal statutes as may be applicable to the Work being performed under this Contract 11 1.2 EMPLOYER'S LIABILITY INSURANCE with limits of liability not less than $1,000,000 Each Accident, $1,000,000 Each Employee for Disease, and $1.000,000 Policy Limit for Disease 111.3 COMMERCIAL GENERAL LIABILITY INSURANCE including Products/Completed Operations and Contractual Liability with limits of liability not less than $2,000,000 General Aggregate, $2,000,000 Products/Completed Operations Aggregate, and $2,000,000 Each Occurrence 11 1.4 AUTOMOBILE LIABILITY INSURANCE covering all owned, hired and non - owned motor vehicles used in connection with the Work being performed under this Contract with limits of liability not less than $1.000,000 Each Person for Bodily Injury, $1,000,000 Each Accident for Bodily Injury, and $1,000,000 Each Occurrence for Property Damage -20- Rev 09108111 CF 112 Owner as Additional Insured The policies providing Commercial General Liability and Automobile Liability insurance as required in § 111 shall be endorsed to name Owner as Additional Insured Such insurance as is provided herein shall be primary and non-contributing with any other valid and collectible insurance available to Owner 113 Policy Endorsement All policies providing Job Order Contractor's insurance as required in § 111 above shall be endorsed to provide the following 11 3 1. Thirty days written notice of cancellation or non -renewal given to Owner at the address designated in § 16 2 113 2 Waiver of subrogation in favor of Owner 114 Limits of Liabilily The limits of liability as required above may be provided by a single policy of insurance or by a combination of primary, excess or umbrella policies But in no event shall the total limits of liability available for any one occurrence or accident be less than the amount required above 115 Certificate of insurance Proof of compliance with these insurance requirements shall be furnished Owner in the form of an original certificate of insurance signed by an authorized representative or agent of the insurance company(ies) within ten (10) days of execution of this agreement Renewal or replacement certificates shall be furnished Owner not less than twenty- one (21) days prior to the expiration or termination date of the applicable policy(ies) 116 Subcontractor Insurance Job Order Contractor shall require any and all subcontractors performing Work under this Contract to carry insurance of the types and with limits of liability as Job Order Contractor shall deem appropriate and adequate for the Work being performed Job Order Contractor shall obtain and make available for inspection by Owner upon request current certificates of insurance evidencing insurance coverages carried by such subcontractors 11.7 Bonds if required by Owner, Job Order Contractor shall furnish Performance and Payment Bonds, each in an amount equal to one hundred percent (100°'x) of the Work, in a penal sum equal to the aggregate price of all Job Orders issued to the Job Order Contractor The Performance and Payment Bonds must be submitted to Owner within ten (10) calendar days after issuance of a Job Order 118. Notice to Proceed Notice to Proceed will not be issued until properly executed bonds are received and accepted by Owner A separate Notice to Proceed will he issued for each Job Order The Notice to Proceed shall stipulate the actual contract start date, the contract duration and the contract completion date The time required for the Contractor to obtain permits, licenses and easements shall be included in the contract duration and shall not be justification for a delay claim by the Contractor The time required for the Contractor to prepare, transmit and obtain approval of applicable submittals shall be included in the contract duration and shall not be justification for a delay claim by the Contractor No work shall be started until after all required permits, licenses, and easements have been obtained No work shall be started until all applicable submittals have been submitted and returned approved by the Owner's Representative The Contractor shall notify the City of Peoria's project manager or engineer at least seventy-two (72) hours before the following events 118 1 The start of construction in order to arrange for inspection 118 2 Shutdown of City water, sewer, drainage, irrigation and traffic control facility Rev (19!6811 E CF 118 3 Shutdown of existing water wells and booster pumps Shutdown shall not exceed seventy-two (72) hours for any installation Only one installation may be shutdown at any time 118 4. Coordination of all draining and filling of water lines and irrigation laterals and all operations of existing valves or gages with the project manager 118 5 Start-up or testing of any water well or booster pump to be connected to any part of the existing City water system This includes operation of existing valves necessary to accommodate the water 12 INDEMNIFICATION To the fullest extent permitted bylaw, the Job Order Contractor shall defend, indemnify and hold harmless the Owner, its agents, representatives, officers, directors, officials and employees from and against all claims, damages, losses and expenses (including but not limited to attorney fees, court costs, and the cost of appellate proceedings), relating to, arising out of, or alleged to have resulted from the acts, errors, mistakes, omissions, work or services of the Job Order Contractor, its employees, agents, or any tier of subcontractors in the performance of this Contract Job Order Contractor's duty to defend, hold harmless and indemnify the Owner, its agents, representatives, officers, directors, officials and employees shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of property including loss of use resulting there from, caused by any acts, errors, mistakes, omissions, work or services in the performance of this Contract including any employee of the Job Order Contractor or any tier of subcontractor or any other person for whose acts, errors, mistakes, omissions, work or services the Job Order Contractor may be legally liable The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph 13 DISPUTES 131 Party Cooperation The parties are frilly committed to working with each other throughout the term of the Contract and agree to communicate regularly with each other at all times so as to avoid or minimize disputes or disagreements if disputes or disagreements do arise, Job Order Contractor and Owner each commit to resolving such disputes or disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Work 132 Field Level Resolution Job Order Contractor and Owner will first attempt to resolve disputes or disagreements at the field level through discussions between the parties' representatives named herein 133 Job Order Contractor Performance. The Job Order Contractor shall continue to perform the Work and Owner shall continue to satisfy its payment obligations to Job Order Contractor, pending the final resolution of any dispute or disagreements between the parties 134 Partnering If requested and mutually agreed upon, the Owner and Job Order Contractor will share in the expense of an initial facilitated partnering workshop, followed up by periodic refresher meetings at mutually agreed times The goal of the workshop will be to identify common goals, common interests, lines of communication, and a commitment to cooperative problem solving Rev 09/118/11 CF 13.5 Owner's Representative Owner designates the individual listed below as its representative, which individual has the authority and responsibility for avoiding and resolving disputes under this Contract (ldentify individual's name, title, address and telephone numbers) City of Peoria, Materials Management Dan Zenko Materials Mana er 9875 N 85`h Avenue, Peona, AZ 85345 623-773-7115 136 Job Order Contractor's Representative Job Order Contractor designates the individual listed below as its representative, which individual has the authority and responsibility for avoiding and resolving disputes under this Contract (Identify individual's name, title, address and telephone numbers) ITS Engineers & Constructors Randall Pearson, Vice President 22505 N I 91 Avenue. Phoenix, AZ 85027 623-780-4050 137 Owner's Resolution. Any dispute which is not disposed of by agreement will be decided by the Owner, who will reduce its decision to writing and snail or otherwise furnish a copy thereof to the Job Order Contractor Any dispute not finally resolved under this § 13 may be brought before the state courts of the State of Arizona and adjudicated in accordance with the laws of Arizona 14 TERMINATION AND DEFAULT 141 Termination for Convenience Owner may terminate performance of the Work under this Contract in whole or, from time to time, in part if Owner determines that termination is in Owner's interest Owner shall effect such termination by delivering to Job Order Contractor a Notice of Termination specifying the extent of termination and the effective date 142 Notice of Termination After receipt of a Notice of Termination, and except as directed by Owner, Job Order Contractor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due under this § 14 14 2.1 Stop work as specified in the notice, 14 2.2 Place no further subcontracts or orders (referred to as subcontracts in this § 14) for materials, services or facilities, except as necessary to complete any Work not terminated, 14 2 3 Assign to Owner, if directed by Owner, all right, title, and interest of Job Order Contractor under the subcontracts to the extent they relate to the Work terminated, in which case Owner shall have the right to settle or to pay any termination settlement proposal arising out of those terminations, or with approval or ratification to the extent required by Owner, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts, the approval or ratification of which will be final for purposes of this § 14, 14 2.4 As directed by Owner, transfer title and deliver to Owner 14 2 4 1 The fabneated or unfabricated parts, Work in progress, completed Work, supplies, and other material produced or acquired for the Work terminated, -23- Rev W10811 I Cr 14 2 4 2 The completed or partially completed plans, drawings, information, and other property that, if the Contract had been completed, would be required to be furnished to Owner, 14.2 5 Complete performance of the Work not terminated, 14 2 6 Take any action that may be necessary, or that Owner may direct, for the protection and preservation of the property related to this Contract that is in the possession of Job Order Contractor and in which Owner has or may acquire an interest, and 14 2 7 Use its best efforts to sell, as directed or authorized by Owner, any property of the types referred to in § 14 2 3 above, provided, however, that Job Order Contractor is not required to extend credit to any purchaser and may acquire the property under the conditions prescribed by, and at prices approved by, Owner The proceeds of any transfer or disposition will be applied to reduce any payments to be made by Owner under the Contract, credited to the price or cost of the Work, or paid in any other manner directed by Owner 143 Final Termination Settlement Proposal After termination, Job Order Contractor shall submit a final termination settlement proposal to Owner in the form and with the certification prescribed by Owner Job Order Contractor shall submit the proposal promptly, but no later than one year from the effective date of termination 14 4. Owner Payment Job Order Contractor and Owner may agree upon the whole or any part of the amount to be paid because of the termination The amount will include a reasonable allowance for profit on work done The Contract shall be amended, and Job Order Contractor paid the agreed amount 14 4.1 if Job Order Contractor and Owner fail to agree on the whole amount to be paid Job Order Contractor because of the termination of work, Owner shall pay Job Order Contractor the amounts determined as follows, but without duplication of any amounts agreed upon under 14 4 above 14 4.1 1 For Work performed before the effective date of termination, the total (without duplication of any items) of 14 4.1 1.1. The cost of this Work, 14 4.1 1.2. The cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the Contract if not included in § 14 41 I 1 above, and 14 4.1 13 A markup, including overhead and profit, on § 14 4 1 1.1 above as is determined for pricing, changes 14 4.12 The reasonable costs of settlement of the Work terminated, including 14 4.12 1. Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data, 14 4.1.2 2 The termination and settlement of subcontracts (excluding the amounts of such settlements), and 14 4.12 3 Storage, transportation, and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory -24- Rev 09/08/11 CF 145 Destroyed, Lost, Stolen or Damaged Property. Except for normal spoilage, and except to the extent that Owner expressly assumed the risk of loss, Owner shall exclude from the amounts payable to Job Order Contractor under Subparagraph 14 4 1 above, the fair value, as determined by Owner, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to Owner or to a buyer 146 Amount Due Job Order Contractor In amving at the amount due Job Order Contractor under this § 14, there shall be deducted 14 6 1 All unliquidated advances or other payments to Job Order Contractor under the terminated portion of the Job Order, 14 6 2 Any claim which Owner has against Job Order Contractor under the Contract, and 14 6 3 The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired by Job Order Contractor or sold under the provisions of this § 14 and not recovered by or credited to Owner 147 Partial Termination If the termination is partial, Job Order Contractor may file a proposal with Owner for an equitable adjustment of the price(s) of the continued portion of any Job Order Any proposal by Job Order Contractor for an equitable adjustment under this § 14 shall be requested within ninety (90) calendar days from the effective date of termination unless extended in writing by Owner Owner may, under the terms and conditions it prescribes, make partial payments and payments against costs Incurred by Job Order Contractor of the terminated portion of any Job Order, if Owner believes the total of these payments will not exceed the amount to which Job Order Contractor will be entitled 148 Excess Payments If the total payments exceed the amount finally determined to be due, Job Order Contractor shall repay the excess to Owner upon demand 149 Job Order Contractor Records Unless otherwise provided in this Contract or by statute, Job Order Contractor shall maintain all records and documents relating to the terminated portion of this Contract for three (3) years after final settlement This Includes all books and other evidence bearing on Job Order Contractor's costs and expenses under this Contract Job Order Contractor shall make these records and documents available to Owner, at Job Order Contractor's office, at all reasonable times, without cost If approved by Owner, photographs, microphotographs, or other authentic reproductions may be maintained instead of original records and documents 14.10 Default If Job Order Contractor refuses or falls to prosecute the Work, or any separable part, with the diligence that will ensure its completion within the time specified in the Job Order including any extension, or fails to complete the Work within this time, Owner may terminate the Job Order Contractor's right to proceed with the Work (or separable part of the Work), upon thirty (30) days written notice to the Job Order Contractor In this event, Owner may take over the Work and complete it by Contract or otherwise and may take possession of and use any materials, appliances, and plant on the site necessary for completing the Work 14 11 Job Order Contractor's Right to Proceed. Job Order Contractor's right to proceed shall not be terminated under this § 14, if 1411 1 The delay in completing the Work arises from unforeseeable causes beyond the control and without the fault or negligence of Job Order Contractor Examples of such causes -25- Rev 09/08/11 Cf include acts of God or of the public enemy, acts of Owner in its Contractual capacity, acts of another contractor in the performance of a Contract with Owner, tires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather (The basis used to define normal weather will be data showing high and low temperatures, precipitation, and number of days of severe weather in the city closest to the site for the previous ten (10) years, as compiled by the United States Department of Commerce National Weather Service ), or delays of subcontractors or suppliers at any tier arising from unforeseeable causes beyond the control and without the fault or negligence of both Job Order Contractor and the subcontractors or suppliers, and 14.11 2. Job Order Contractor, within 30 calendar days from the beginning of any such delay (unless extended by Owner), notifies Owner in writing of the causes of delay The Owner shall ascertain the facts and the extent of delay If, in the Judgment of Owner, the findings of fact warrant such action, the time for completing the Work shall be extended The findings of Owner shall be final and conclusive on the parties, but subject to appeal and review under § 13 14 12 Owner's Right to Terminate The rights and remedies of Owner in this § 14 are in addition to any other rights and remedies provided by law or under this Contract 1413 Owner and Job Order Contractor Rights If, after termination of Job Order Contractor's right to proceed, it is determined that Job Order Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of Owner 14 14 Liquidated Damages Liquidated Damages shall be assessed for each calendar of delay Liquidated Damages shall be per MAG Specs , Section 108 9 If the contract is not terminated, the contractor shall continue performance and be liable to the Owner for the liquidated damages until the products are delivered or services performed In the event the City exercises its right of termination, the contractor shall be liable to the Owner for any excess costs, and in addition, for liquidated damages until such time the Owner may reasonably obtain delivery or performance of similar supplies or services 1415 Immigration Act. Contractor understands and acknowledges the applicability to Contractor of the Immigration Reform and Control Act of 1986 (IRCA) Contractor agrees to comply with the IRCA in performing under this contract and to permit City inspection of personnel records to verify such compliance 15 WARRANTY OF CONSTRUCTION 15.1 Applicable Warranties In addition to any other warranties in any Job Orders, Job Order Contractor warrants, except as provided in § 1510, that work performed conforms to the Job Order requirements and is free of any defect in equipment, material or design furnished, or workmanship performed by Job Order Contractor or any of its subcontractors or suppliers at any tier 152 Warranty Duration This warranty shall continue for a period of one (1) year from the date of final acceptance of the Work If Owner takes possession of any part of the Work before final acceptance, this warranty shall continue for a period of one (1) year from the date possession is taken 153 .Job Order Contractor Corrective Work. Job Order Contractor shall remedy at Job Order Contractor's expense any failure of the Work to conform to the plans and specifications, or -26- Rev i}9/08/11 Cr any construction defect In addition, the Job Order Contractor shall remedy at Job Order Contractor's expense any damage to Owner`s real or personal property, when that damage is the result of 15 3 1 Job Order Contractor's failure to conform to requirements, or 15 3 2 Any defect of equipment, material, workmanship, or design furnished by the Job Order Contractor 154 Job Order Contractor Restoration .lob Order Contractor shall restore any work damaged in fulfilling the terms and conditions of this §15 Job Order Contractor's warranty with respect to work repaired or replaced will run for one ( 1) year from the date of repair or replacement 155 Owner Notification Owner shall notify Job Order Contractor, in writing, within a reasonable time atter the discovery of any failure, defect, or damage 156 Failure to Correct Work. If Job Order Contractor fails to remedy any failure, defect, or damage within ten (10) days after receipt of notice, Owner shall have the right to replace, repair, or otherwise remedy the failure, defect or damage at Job Order Contractor's expense 157 Subcontractor and Supplier Warranties With respect to all warranties, expressed or implied, from subcontractors, manufacturers, or suppliers for work performed and materials furnished for Job Orders issued under this Contract, Job Order Contractor shall 15 7 1. Obtain all warranties required by the Job Order, 15 7 2 Require all warranties to be executed, in writing, for the benefit of Owner, and 15 7 3 Enforce all warranties for the benefit of Owner 158 Owner Remedy In the event Job Order Contractor's warranty ander § 15.2 has expired, Owner may bring suit at its expense to enforce a subcontractor's, manufacturer's, or supplier's warranty 159 Owner Furnished Material or Design. Unless a defect is caused by the negligence of Job Order Contractor or subcontractor or supplier at any tier, Job Order Contractor shall not be liable for the repair of any defects of material or design ftirnished by Owner or for the repair of any damage that results from any defect in Owner -furnished material or design 15 10 Pre -Existing Work Job Order Contractor is not responsible for and does not warranty pre-existing work or facilities that may be assigned to Job Order Contractor except as modified by the Job Order 15 11 Owner's Rights This warranty shall not limit Owner's rights under § 8 of this Contract with respect to latent defects, gross mistakes, or fraud 16 STANDARD TERMS AND CONDITIONS 161 Contract Order of Precedence. In the event of an inconsistency between provisions of this Contract, the inconsistency shall be resolved by giving precedence in the following order 16 1 1 Contract Modifications, if any, 16 1.2 This Contract, including Attachments, 16 1.3 Job Orders, -27- Rev imo811 I cr 16.1.4 Drawings, and 161 5 Specifications 162 Certification By signature In the Offer section of the Offer and Contract Award page the Job Order Contractor certifies 16.2.1. The submission of the offer did not involve collusion or other anti-competitive practices 16 2 2 The Job Order Contractor shall not discriminate against any employee or applicant for employment 16 2 3. The Job Order Contractor has not given, offered to give, nor Intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip favor, or service to a public servant in connection with the submitted offer Failure to sign the offer, or signing it with a false statement, shall void (lie submitted offer or any resulting contracts, and the vendor may be debarred 16 2.4 The Job Order Contractor is licensed to perform the Work pursuant to Arizona Revised Statutes Title 32, Chapter 10 163 Bribes and Kick -Backs. The Job Order Contractor shall not by any means 16 3.1 induce any person or entity employed in the construction of the Project to give up any part of the compensation to which that person or entity is entitled, 16 3.2. Confer on any governmental, public or quasi -public official having any authority or influence over the Project, any payment, loan subscription, advance, deposit of money, services or anything of value, present or promised, 16 3.3 Offer nor accept any bribes or kick -backs in connection with the Project from or to any Individual or entity, including any of its trade contractors, subcontractors, consultants, suppliers or manufacturers of Project goods and materials, or, 16 3.4 Without the express written permission of the Owner, call for or by exclusion require or recommend the use of any subcontractor, consultant, product, material, equipment, system, process or procedure In which the Job Order Contractor has a direct or indirect proprietary or other pecuniary Interest 164 Applicable Law In the performance of this agreement, contractors shall abide by and conform to any and all laws of the United States, State of Arizona and City of Peoria including but not limited to federal and state executive orders providing for equal employment and procurement opportunities, the Federal Occupational Safety and Health Act and any other federal or state laws applicable to this agreement Contractor specifically understands and acknowledges the applicability to it of the Americans with Disabilities Act, the Immigration Reform and Control Act of 1986, and the Drug Free Workplace Act of 1989 1n addition, if this agreement pertains to construction, Contractor must also comply with A R S § 34-301, as amended (Employment of Aliens on Public Works Prohibited) and A R S § 34-302, as amended (Residence Requirements for Employees) Under the provisions of A R S § 41-4401, Contractor hereby warrants to the City that Contractor and each of its subcontractors ("Subcontractors") will comply with, and are -28- Rev 09/08/11 CF contractually obligated to comply with, all Federal Immigration laws and regulations that relate to their employees and A R S § 23-214(A) (hereinafter, "Contractor Immigration Warranty") A breach of the Contractor Immigration Warranty shall constitute a material breach of this agreement and shall subject Contractor to penalties up to and Including tenriination of this agreement at the sole discretion of the City The City may, at Its sole discretion, conduct random verification of the employment records of Contractor and any Subcontractors to ensure compliance with the Contractor immigration Warranty Contractor agrees to assist the City in regard to any random verifications performed Neither Contractor nor any Subcontractor shall be deemed to have materially breached the Contractor Immigration Warranty if Contractor or the Subcontractor establishes that it has complied with the employment verification provisions prescribed by §§ 274A and 274B of the Federal immigration and Nationality Act and the E -Verify requirements prescribed by A R S §23-214(A) The provisions of this Paragraph must be included in any contract Contractor enters Into with any Subcontractors who provide services under this agreement or any subcontract "Services" is defined as furnishing labor, time or effort in the State of Arizona by a contractor or subcontractor Services include construction or maintenance of any structure, building or transportation facility or improvement to real property Contractor warrants, for the term of this agreement and for six months thereafter, that is has fully complied with the requirements of the Immigration Reform and Control Act of 1986 and all related or similar legal authonties This contract shall be governed by the City and Contractor shall have all remedies afforded each by the Uniform Commercial Code, as adopted in the State of Arizona, except as otherwise provided in this contract or in statutes pertaining specifically to the City This contract shall be governed by the laws of the State of Anzona and suit pertaining to this contract may be brought only in courts in the State of Arizona This contract is subject to the provisions of ARS §38-511, the City may cancel this contract without penalty or further obligations by the City or any of its departments or agencies if any person significantly involved in initiating, negotiating, secunng, drafting or creating the contract on behalf of the City or any of its departments or agencies, is at any time while the contract or any extension of the contract is in effect, an employee of any other party to the contract in any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract 16 4.1 Job Order Contractor warrants, for the term of this agreement and for six months thereafter, that is has fully complied with the requirements of the Immigration Reform and Control Act of 1986 and all related or similar legal authorities 16 4.2 This contract shall be governed by the Owner City and Job Order Contractor shall have all remedies afforded each by the Uniform Commercial Code, as adopted in the State of Arizona, except as otherwise provided in this contract or in statutes pertaining specifically to the Owner This contract shall be governed by the laws of the State of Arizona Any lawsuit pertaining to this contract may be brought only in courts in the State of Arizona 16 4.3 This contract is subject to the provisions of ARS § 38-511, the Owner may cancel this contract without penalty or further obligations by the Owner or any of its departments or -29- Rev 04!08111 CF agencies if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the Owner or any of Its departments or agencies, is at any time while the contract or any extension of the contract is in effect, an employee of any other party to the contract In any capacity or a consultant to any other party of the contract with respect to the subject matter of the contract 165 Legal Remedies All claims and controversies shall be subject to resolution according to the terms of the City of Peoria Procurement Code 166 Contract The contract between the Omer and the Job Order Contractor shall consist of (1) the Solicitation, including Instructions, all terms and conditions, specifications, scopes of work, attachments, price sheet(s) and any amendments thereto, and (2) the offer submitted by the Job Order Contractor in response to the solicitation In the event of a conflict in language between the Solicitation and the Offer, the provisions and requirements in the Solicitation shall govern However, the Owner reserves the right to clarify, in writing, any contractual terms with the concurrence of the Job Order Contractor, and such written contract shall govern in case of conflict with the applicable requirements stated in the Solicitation or the Vendor's offer The Solicitation shall govern in all other matters not affected by the written contract 16 7. Contract Amendments This contract may be modified only by a written Contract Amendment signed by persons duly authorized to enter into contracts on behalf of the Owner and the Job Order Contractor 168 Contract Applicabilily The Offeror shall substantially conform to the terms, conditions, specifications and other requirements found within the text of this Solicitation All previous agreements, contracts, or other documents, which have been executed between the Offeror and the Owner are not applicable to this Solicitation or any resultant contract 16.9 Severability The provisions of this contract are severable to the extent that any provision or application held to be invalid shall not affect any other provision or application of the contract which may remain In effect without the invalid provision or application 16 10 Relationship to Parties 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 Job Order Contractor is advised that taxes or Social Security payments will not be withheld from any City payments issued hereunder and that the Job Order Contractor should make arrangements to directly pay such expenses, if any 16 11 No Delepaation or Assignment - Contractor shall not delegate any duty under this Contract, and no right or interest in this Contract shall be assigned by Contractor to any successor entity or third party, including but not limited to an affiliated successor or purchaser of Contractor or its assets, without prior written permission of the City The City, at its option, may cancel this Contract in the event Contractor undertakes a delegation or assignment without first obtaining the City's written approval Contractor agrees and acknowledges that it would not be unreasonable for the City to decline to approve a delegation or assignment that results in a material change to the services provided under this Contract or an increased cost to the City 16.12 Job Order Contractor/Supplier Contract. The Job Order Contractor shall enter into written contracts with its subcontractor(s) and supplier(s), if any, and those written contracts shall be consistent with this Contract for Construction It is the Intent of the Owner and the Job -30- Rev 09/08/11 CF Order Contractor that the obligations of the Job Order Contractor's subcontractor(s) and supplier(s), if any, inure to the benefit of the Owner and the Job Order Contractor, and that the Owner be a third -party beneficiary of the Job Order Contractor's agreements with its subcontractor(s) and supplier(s) 16 12 1 The Job Order Contractor shall make available to each subcontractor and supplier, if any, prior to the execution of written contracts with any of them, a copy of the pertinent portions of this Contract for Construction, including those portions of the Construction documents to which the subcontractor or supplier will be bound, and shall require that each subcontractor and supplier shall similarly make copies of applicable parts of such documents available to its respective subcontractor(s) and supplier(s) 16122 The Job Order Contractor shall engage each of its subcontractor(s) and supplier(s) with written contracts which preserve and protect the rights of the Owner and include the acknowledgment and agreement of each subcontractor or supplier that the Owner is a third - party beneficiary of the contract The Job Order Contractor's agreements with its subcontractor(s) and supplier(s) shall require that in the event of default Under, or termination of, this Contract for Construction, and upon request of the Owner, the Job Order Contractor's subcontractor(s) and supplier(s) will perform services for the Owner 16 123 The Job Order Contractor shall include in its agreements with its subcontractor(s) and suppliers) a provision which contains the acknowledgment and agreement of the subcontractor or supplier that it has received and reviewed the applicable terms, conditions and requirements of this Contract for Construction that are included by reference in its written contract with the Job Order Contractor, and that it will abide by those terms, conditions and requirements 16 13 Rights and Remedies No provision in this document or in the vendor's offer shall be construed, expressly or by implication, as waiver by the Owner of any existing, or future right and/or remedy available by law in the event of any claim of default or breach of contract The failure of the Owner to insist upon the strict performance of any term or condition of the contract or to exercise or delay the exercise of any right or remedy provided in the contract, or by law, or the Owner's acceptance of and payment for materials or services, shall not release the Job Order Contractor from any responsibilities or obligations imposed by this contract or by law, and shall not be deemed a waiver of any right of the Owner to insist upon the strict performance of the Contract 1611 Overcharges By Antitrust Violations The Owner maintains that, in practice, overcharges resulting from antitrust violations are borne by the purchaser Therefore, to the extent permitted by law, the Job Order Contractor hereby assigns to the Owner any and all claims for such overcharges as to the goods and services used to fulfill the Contract 16 15 Force Maieure Except for payment for sums due, neither party shall be liable to the other nor deemed in default under this Contract if and to the extent that such party's performance of this Contract is prevented by reason of fierce Majeure 1615 1 The term 'force niqjeure " means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence Without limiting the foregoing,, force majeure includes acts of God acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, floods, lockouts, injunctions -intervention -acts, or failures or -31- Rev 09NSA i CF refusals to act by government authority, and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence The force majeure shall be deemed to commence when the party declanng force majeure notifies the other party of the existence of the force majeure and shall be deemed to continue as long as the results or effects of the force majeure prevent the party from resuming performance in accordance with this Contract 16 14 2. Force majeure shall not include the following occurrences late delivery of equipment or materials caused by congestion at a manufacturer's plant or elsewhere, an oversold condition of the market, inefficiencies, or similar occurrences, late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this Force Majeure term and Condition, or any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent that such delay or failure is caused by force majeure If either party is delayed at any time in the progress of the work by force majeure, then the delayed party shall notify the other party in writing of such delay within forty-eight (48) hours commencement thereof and shall specify the causes of such delay in such notice Such notice shall be hand delivered or mailed Certifie(I-Relurn Receipt and shall make a specific reference to this article, thereby invoking its provisions The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing The time of completion shall be extended by contract modification for a period of time equal to the time that the results or effects of such delay prevent the delayed party from performing in accordance with this contract 16 16 Right To Assurance Whenever one party to this contract in good faith has reason to question the other party's intent to perform he may demand that the other party sive a written assurance of this intent to perform In the event that a demand is made and no written assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the Contract 16.17 Right To Audit Records. The City may, at reasonable times and places, audit the books and records of any Contractor as related to any contract held with the City This right to audit also empowers the City to inspect the papers of any Contractor or Subcontractor employee who works on this contract to ensure that the Contractor or Subcontractor is complying with the Contractor Immigration Warranty made pursuant to Paragraph 16 4 above 16 18 Warranties Job Order Contractor warrants that all material, service or construction delivered under this contract shall conform to the specifications of this contract Unless otherwise stated in Job Order Contractor's response, the Owner is responsible for selecting items, their use, and the results obtained from any other items used with the items furnished under this contract Mere receipt of shipment of the material/service specified and any inspection incidental thereto by the Owner shall not alter or affect the obligations of the Job Order Contractor or the rights of the Owner under the foregoing warranties Additional warranty requirements may be set forth in the solicitation 16 19 Inspection All material and/or services are subject to inspection and acceptance by the Owner Materials and/or services failing to conform to the specifications of this Contract will be held at Job Order Contractor's risk and may be returned to the Job Order Contractor If so returned, all costs are the responsibility of the Job Order Contractor The Owner may elect to do any or all of the following -32- Rev 09/08/11 Cr 16 19 1 Waive the non-conformance 16 19 2 Stop the wort: immediately 16 19 3 Bring material into compliance 16 19 4 This shall be accomplished by a written determination from the Owner 16 20 Title and Risk of Loss The title and risk of loss of material and/or service shall not pass to the Owner until the Owner actually receives the material or service at the point of delivery, unless otherwise provided within this Contract 16 21 No Replacement of Defective Tender. Every tender of materials shall fully comply with all provisions of the Contract If a tender is made which does not fully conform, this shall constitute a breach of the Contract as a whole 16 22 Shipment Under Reservation Prohibited Job Order Contractor is not authorized to ship materials under reservation and no tender of a bill of lading will operate as a tender of the materials 16 23 Liens All matenals, service or construction shall be free of all liens, and if the Owner requests, a formal release of all liens shall be delivered to the Owner 16.21 Licenses shall maintain in current status, all Federal, State and Local licenses and created under this contract are the property of the Owner and shall not be used or released by the Job Order Contractor or any other person except with the prior written permission of the Owner 16 25 Patents and Copyrights All services, information, computer program elements, reports and other deliverables, which may be patented or copynghted and created under this contract are the property of the Owner and shall not be used or released by the Job Order Contractor or any other person except with the prior written permission of the Owner 16 26. Cost of Bid/Pro iposal Preparation The Owner shall not reimburse the cost of developing presenting or providing any response to this solicitation Offers submitted for consideration should be prepared simply and economically, providing adequate information in a straightforward and concise manner 16 27 Public Records All offers submitted in response to this solicitation shall become the property of the City and shall become a matter of public record available for review, subsequent to the award notification, in accordance with the City's Procurement Code However, subsequent to the award of the contract, any information and documents obtained by the City during the course of an audit conducted in accordance with Paragraph 16 17 above for the purpose of determining compliance by Contractor or a Subcontractor with the Contractor Immigration Warranty mandated by Paragraph 16 4 above shall remain confidential and shall not be made available for public review or produced in response to a public records request, unless the City is ordered or otherwise directed to do so by a court of competent Jurisdiction 16 28 Advertising Job Order Contractor shall not advertise or publish information concerning this Contract, without pnor wntten consent of the Owner 16 29 Delivery Orders The Owner shall issue a Purchase Order for the maternal and/or services covered by this contract All such documents shall reference the contract number as indicated on the signature page of the contract -33- Rev 09/08/11 CF 1630 Funding I Any contract entered into by the Owner of Peoria is subject to funding availability Fiscal years for the Owner of Peoria are July 1 to June 30 The Owner Council approves all budget requests If a specific funding request is not approved, the contract shall be term i nated 16.31 Federal Funding It is the responsibility of the Contractor to determine on any Job order project if federal wage rates apply It is also the responsibility of the Contractor to incorporate any necessary amounts in the bid to accommodate for required federal record keeping and necessary pay structures The Contractor should contact the City of Peoria regarding any applicable Davis Bacon wage rates 16 31 1 Davis -Bacon Act - (40 U S C §276a -276a-5) All contracts or subsequent subcontracts for construction, alteration, renovation, or repair, including painting and decorating„ of a public building or public work, or building or work, financed by federal funds which meets the $2,000 threshold are required to pay the federal prevailing wage rate for each class of laborer or mechanic employed Regulations applicable to grant -enabling statutes incorporating the Act can be found in 29 Code of Federal Regulations (CFR), Parts 1,3,5 and 7 These regulations stipulate that grant funds appropriated under statutes imposing the Davis -Bacon Act requirements shall not be paid to a grantee (the Department) until contractors or subcontractors performing work under the grant certify that they will comply with the Act's requirements The Act also applies to any contract or subcontract for similar work on public grants from a federal agency, or where the federal government acts as guarantors of mortgages The only exception is for the transportation of materials and supplies by persons who are not employed directly at the work site, but are employed solely to make deliveries to the work site Provider Agencies must ensure that contracts or subcontracts for any construction/alteration projects contain the wage determinations issued and that the appropriate clauses required by the Davis -Bacon regulations (29 CFR, section 5 5) are present it should be made clear in any announcements of projects or RFPs that federal grant funds are being used and that Davis -Bacon will apply even if the federal government is not a party to the contract or subcontract The prevailing wage must be paid regardless of any contractual relationship that may exist between a contractor or a subcontractor AIthough the Department is not responsible to review sub- contracts for compliance, it has the right to require a prevailing wage Sanctions for post -certification violations include suspension of payment, advances, or guarantees of grant hinds, and the forced restitution of wages that should have been paid and the removal of offending contractors or subcontractors from active employment lists Failure to comply can bring penalties that can be severe The contractor or subcontractor and their sureties are liable for any excess costs for completing the work, the Department may withhold accruals to ensure payment of prevailing wages to the workers, the contract or subcontract may be terminated and/or the contractor or subcontractor may be debarred for a period of three years 16 32 A R S Title 34 Provisions 16 32 1 The maximum dollar amount of an individual job order shall be Three Million Dollars ($3,000,000) or such higher or lower amount prescribed by the Owner in an action notice pursuant to A R S title 38, chapter 3, article 3 1 or a rule adopted by the Owner as the maximum -34- Rev 09108111 CF amount of an Individual Job order Requirements shall not be artificially divided or fragmented In order to constitute a Job order that satisfies this requirement 16 32 2 If the Job Order Contractor subcontracts or Intends to subcontract part or all of the work under a Job order and if this contract includes descriptions of standard Individual tasks, standard unit prices for standard Individual tasks and pricing of Job orders based on the number of units of standard individual tasks in the Job order, then 16.32 2 1 The Job Order Contractor has a duty to deliver promptly to each subcontractor invited to bid a coefficient to the Job Order Contractor to do all or part of the work under one or more Job orders 163221 l A copy of the descriptions of all standard individual tasks on which the subcontractor is Invited to bid 16 32 2 12 A copy of the standard unit prices for the Individual tasks on which the subcontractor is invited to bid 16 32 2 2 If not previously delivered to the subcontractor, the Job Order Contractor has a duty to deliver promptly the following to each subcontractor invited to or that has agreed to do any of the work Included in any Job order 1632221 A copy of the description of each standard individual task that is included in the Job order and that the subcontractor is Invited to perform 1632222 The number of units of each standard individual task that is included in the Job order and that the subcontractor Is invited to perform 16.322.23 The standard unit price for each standard Individual task that is included in the Job order and that the subcontractor is invited to perform 16 32 3 The Owner will Include the full street or physical address of each separate location at which the construction will be performed for each Individual Job Order The Job Order Contractor (and on behalf of each subcontractor at any level) hereby agrees to include in each of Its subcontracts the same address information The Job Order Contractor and each subcontractor at any level shall Include in each subcontract the full street or physical address of each separate location at which construction work will be performed 16 33 Prohibited Lobbying Activities The Otferor, his/her agent or representative shall not contact, orally or in any written form any City elected official or any City employee other than the Materials Management Division, the procuring department, City Manager, Deputy City Manager or City Attorney's office (for legal issues only) regarding, the contents of this solicitation or the solicitation process commencing from receipt of a copy of this request for proposals and ending upon submission of a staff report for placement on a City Council agenda The Materials Manager shall disqualify an Offeror's proposal for violation of this provision This provision shall not prohibit an Offeror from petitioning an elected official atter submission of a staff report for placement on a City Council agenda or engaging in any other protected first amendment activity after submission of a staff report for placement on a City Council agenda 16.34 Probibited Political Contributions Consultant during the term of this Agreement shall not make a contribution reportable under Title 16, Chapter 6, Article 1, Arizona Revised Statutes to a candidate or candidate committee for any city elective office during the term of this -35- Rev 09/08/11 CF Agreement The City reserves the right to terminate the Agreement without penalty for any violation of this provision 16 35 ARRA Sec. 1605 Use of Amencan Iron, Steel, and Manufactured Goods (a) None of the funds appropriated or otherwise made available by this Act may be used for a project for the construction, alteration, maintenance, or repair of a public building or public work unless all of the iron, steel, and manufactured goods used in the project are produced in the United States (b) Subsection (a) shall not apply in any case or category of cases in which the head of the Federal department or agency involved finds that-- applying subsection (a) would be inconsistent with the public interest, • iron, steel, and the relevant manufactured goods are not produced in the United States in sufficient and reasonably available quantities and of a satisfactory quality, or • inclusion of iron, steel, and manufactured goods produced in the United States will increase the cost of the overall project by more than 25 percent • if the head of a Federal department or agency determines that it is necessary to waive the application of subsection (a) based on a finding under subsection (b). the head of the department or agency shall publish in the Federal Register a detailed written justification as to why the provision is being, waived • This section shall be applied in a manner consistent with United States obligations under international agreements 16 36 ARRA Sec 1606. Davis -Bacon Act Notwithstanding any other provision of lav and in a manner consistent with other provisions in this Act, all laborers and mechanics employed by contractors and subcontractors on projects funded directly by or assisted in whole or in part by and through the Federal Government pursuant to this Act shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor to accordance with subchapter IV of chapter 31 of title 40, United States Code With respect to the labor standards specified in this section, the Secretary of Labor shall have the authority and functions set forth in Reorganization Plan Numbered 14 of 1950 (64 Stat 1267, 5 U S C App ) and section 3145 of title 40, United States Code 16 37 Compliance with Davis -Bacon Act (40 U S C 4276a -276a-5) Prevailing Wage Requirements (ARRA Section 1606). All laborers and mechanics employed by contractors and subcontractors on projects funded directly by or assisted in whole or in part by and the through the Federal Government pursuant to the ARRA shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined by the United States Secretary of Labor in accordance with subchapter 1V of chapter 31 of Title 40, United States Code In addition, all covered contracts shall include the standard contract clauses regarding prevailing wages and benefits included in the United States Department of Labor regulations found at 29 Code of Federal Regulations ("Cl -R") § 5 5, which are incorporated by reference in this contract The contractor shall comply with the requirements of 29 CFR Part 3, which are also incorporated by reference in this Contract The contractor or subcontractors shall insert in any subcontracts the clauses contained in 29 CFR § 5 5(a) (1) through (10) and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts The contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR § 5 5 -36- Rev 09/08/11 CF A breach of the contract clauses in 29 CFR § 5 5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR § 5 12 All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR Parts 1, 3, and 5 are herein incorporated by reference in this contract Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract Such disputes shall be resolved in accordance with the procedures of the United States Department of Labor set forth in 29 CFR Parts 5, 6, and 7 Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the City, the State of Arizona ("State"), the United States Department of Labor, or their employees or their representatives By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded government contracts by virtue of Section 3(a) of the Davis -Bacon Act or 29 CFR § 5 12(a)(1) No part of this contract shall be subcontracted to any person or firm ineligible for award of a government contract by virtue of Section 3(a) of the Davis -Bacon Act or 29 CFR $ 5 12(a)(1) 16 38 Use of American Iron, Steel, and Manufactured Goods — Buy American Requirements SRA Section 1605E The contractor acknowledges to and for the benefit of the City ("Purchaser") and the State that it understands the goods and services under this contract are being funded with monies made available by the ARRA (or are being made available for a project being funded with monies made available by the ARRA) and such law contains provisions commonly known as "Buy American" that require all of the iron, steel, and manufactured goods used in the project be produced in the United States ("Buy American Requirements") including iron, steel, and manufactured goods provided by the Contractor pursuant to this contract The Contractor hereby represents and warrants to and for the benefit of the Purchaser and the State that (a) the Contractor has reviewed and understands the Buy American Requirements, (b) all of the iron, steel, and manufactured goods used in the project will be and/or have been produced in the United States in a manner that complies with the Buy American Requirements, unless a waiver of the requirements is approved, and (c) the Contractor will provide any further verified information, certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the Buy American Requirements, as may be requested by the Purchaser or the State Notwithstanding any other provision of this contract, any failure to comply with this paragraph by the Contractor shall permit the Purchaser or State to recover as damages against the Contractor any loss, expense or cost (including without limitation attorney's fees) incurred by the Purchaser or State resulting from any such failure (including without limitation any impairment or loss of funding, whetherin whole or in part, from the State or any damages owed to the State by the Purchaser) While the Contractor has no direct contractual privity with the State, as a lender to the Purchaser for the funding of its project, the Purchaser and the Contractor agree that the State is a third -party beneficiary and neither this paragraph (nor any other provision of this contract necessary to give this paragraph force or effect) shall be amended or waived without the prior written consent of the State 16 39 Whistlehlower Protections Under The ARRA -37- Rev 09/08/11 CF (a) The Contractor shall post a notice of employees' rights and remedies for whistleblower protections provided under Section 1553 of the ARRA (Pub L 111-5) (b) The Contractor shall require that this provision be included in all subcontracts 16.40 Reporting Requirements under the ARRA. (a) This Contract requires the Contractor to provide products and/or services that are funded under the ARRA Section 1512(c) of the ARRA requires each contractor to report on its use of Recovery Act funds under this Contract These reports will be made available to the public (b) Reports from contractors for all work funded, in whole or in part, by the ARRA, and for which an invoice is submitted prior to June 30, 2009, are due no later than July 10, 2009 Thereafter, reports shall be submitted no later than the 10th day after the end of each calendar quarter (c) The Contractor shall report the following information, using the online reporting tool available at www Federal Reporting gov (1) The City of Peoria contract and order number, as applicable (2) The amount of ARRA funds invoiced by the Contractor for the reporting period (3) A list of all significant services performed or supplies delivered, including construction, for which the Contractor invoiced in the calendar quarter (4) Program or project title, if any (S) A description of the overall purpose and expected outcomes or results of the Contract, including significant deliverables and, if appropriate, associated units of measure (6) An assessment of the Contractor's progress towards the completion of the overall purpose and expected outcomes or results of the Contract (i e , not started, less than 50 percent completed, completed 50 percent or more, or fully completed) This covers the Contract (or portion thereof) funded by the ARRA (7) A narrative description of the employment impact of work funded by the ARRA This narrative should be cumulative for each calendar quarter and only address the impact on the Contractor's workforce At a minimum, the Contractor shall provide— (i) A brief description of the types of fobs created and fobs retained in the United States and outlying areas (see definition in Federal Acquisition Regulation (FAR) 2 101) This description may rely on fob titles, broader labor categories, or the Contractor's existing practice for describing fobs as long as the terms used are widely understood and describe the general nature of the work, and (ii) An estimate of the number of fobs created and fobs retained by the prime contractor, in the United States and outlying areas A fob cannot be reported as both created and retained (8) Names and total compensation of each of the five most highly compensated officers of the Contractor for the calendar year in which the Contract is awarded if -- (i) in the Contractor's preceding fiscal year, the Contractor received— (A) 80 percent or more of its annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements, and -38- Rev 09/08/11 Cf (B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and subgrants) and cooperative agreements, and (ii) The public does not have access to infon-nation about the compensation of the senior executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U S C 78m(a), 78o(d)) or section 6104 of the internal Revenue Code of 1986 (9) For subcontracts valued at less than $25,000 or any subcontracts awarded to an individual, or subcontracts awarded to a subcontractor that in the previous tax year had gross income under $300,000, the Contractor shall only report the aggregate number of such first tier subcontracts awarded in the quarter and their aggregate total dollar amount (10) For any first-tier subcontract funded in whole or in part under the ARRA, that is over $25,000 and not subject to reporting under paragraph 9, the Contractor shall require the subcontractor to provide the information described in (i), (ix), (x), and (xi) below to the Contractor for the purposes of the quarterly report The Contractor shall advise the subcontractor that the information will be made available to the public as required by Section 1512 of the ARRA The Contractor shall provide detailed information on these first-tier subcontracts as follows (t) Unique identifier (Dl_NS Number) for the subcontractor receiving the award and for the subcontractor's parent company, if the subcontractor has a parent company (u) Name of the subcontractor (m) Amount of the subcontract award (iv) Date of the subcontract award (v) The applicable North American industry Classification System (NAILS) code (vi) Funding agency (vii) A description of the products or services (including construction) being provided under the subcontract, including the overall purpose and expected outcomes or results of the subcontract (viii) Subcontract number (the contract number assigned by the prime contractor) (ix) Subcontractor's physical address including street address, city. state, and country Also include the nine -digit zip code and congressional district if applicable (x) Subcontract primary performance location including, street address, city, state, and country Also include the nine -digit zip code and congressional district if applicable (m) Names and total compensation of each of the subcontractor's five most highly compensated officers, for the calendar year in which the subcontract is awarded if— (A) In the subcontractor's preceding fiscal year, the subcontractor received— (]) 80 percent or more of its annual gross revenues in Federal contracts (and subcontracts), loans, grants (and subgrants), and cooperative agreements, and (2) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loatis, grants (and subgrants), and cooperative agreements, and BRE Rev 09/08/11 CF (B) The public does not have access to information about the compensation of the senior executives through periodic reports filed tinder section 13(a) or 15(d) of the Securities Exchange Act of 1434 (15 U S C 78m(a), 78o(d)) or section 610.1 of the Internal Revenue Code of 1986 16 41 Central Contractor Registration Required: (a) The Contractor is required to properly register and maintain an updated registration with the Central Contractor Registration (CCR), which is the primary Federal Government repository for contractor information required for the conduct of business with the Federal Government The requirements for such registration are set forth in the Federal Acquisition Regulation (FAR), including the establishment of a "Data Universal Numbering System (DUNS) number," the 9 - digit number assigned by Dun and Bradstreet, inc (D&B) to identify unique business entities (b) "Registered in the CCR database" means that— (1) The Contractor has entered all mandatory information, including the DUNS number or the DUNS+4 number, into the CCR database, and (2) The Federal Government has validated all mandatory data fields, to include validation of the Taxpayer Identification Number (TIN) with the Internal Revenue Service (IRS), and has marked the record "Active" The Contractor will be required to provide consent for TIN validation to the Government as a part of the CCR registration process (c) The DUNS number will be used by the City to verify that the Contractor is registered in the CCR database (d) If the Contractor does not become registered in the CCR database in the time prescribed by the City, the City will proceed to award the Contract to the next otherwise successful registered responding entity (e) The Contractor is responsible for the accuracy and completeness of the data within the CCR database, and for any liability resulting from the City's reliance on inaccurate or incomplete data To remain registered in the CCR database after the initial registration, the Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in the CCR database to ensure it is current, accurate and complete Updating information in the CCR does not alter the terms and conditions of this Contract and is not a substitute for a properly executed contractual document 16 42 Contract Work Hours and Safety Standards Act -- Overtime Compensation (a) Overtime requirements No Contractor or subcontractor employing laborers or mechanics (see Federal Acquisition Regulation 22 300) shall require or permit them to work over 40 hours in any workweek unless they are paid at least 1 and 1/2 times the basic rate of pay for each hour worked over 40 hours (b) T solation, liability fnr unpaid wages liquidated damages The responsible Contractor and subcontractor are liable for unpaid wages if they violate the terms in paragraph (a) of this clause In addition, the Contractor and subcontractor are liable for liquidated damages payable to the Government The Contracting Officer will assess liquidated damages at the rate of $10 per affected employee for each calendar day on which the employer required or permitted the employee to work in excess of the standard workweek of 40 hours without payment of the overtime wages required by the Contract Work Hours and Safety Standards Act -40- Rev 09/08/11 CF (c) [f'uhholding for unpaid wages and liquidated damages The Contracting Officer will withhold from payments due under the contract sufficient funds required to satisfy any Contractor or subcontractor liabilities for unpaid wages and liquidated damages If amounts withheld under the contract are insufficient to satisfy Contractor or subcontractor liabilities, the Contracting Officer will withhold payments from other Federal or Federally assisted contracts held by the same Contractor that are subject to the Contract Work Hours and Safety Standards Act (d) Payroll r and basic records ( i ) The Contractor and its subcontractors shall maintain payrolls and basic payroll records for all laborers and mechanics working on the contract during the contract and shall make then] available to the Government until 3 years after contract completion The records shall contain the name and address of each employee, social security number, labor classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid The records need not duplicate those required for construction work by Department of Labor regulations at 29 CFR 5 5(a)(3) implementing the Davis -Bacon Act (2) Tile Contractor and its subcontractors shall allow authorized representatives of the Contracting Officer or the Department of Labor to inspect, copy, or transcribe records maintained under paragraph (d)(1) of this clause The Contractor or subcontractor also shall allow authorized representatives of the Contracting Officer or Department of Labor to interview employees in the workplace during working hours (e) ,Suh. contracts The Contractor shall insert the provisions set forth in paragraphs (a) through (d) of this clause in subcontracts may require or involve the employment of laborers and mechanics and require subcontractors to include these provisions in any such lower -tier subcontracts The Contractor shall be responsible for compliance by any subcontractor or lower -tier subcontractor with the provisions set forth in paragraphs (a) through (d) of this clause 16 43 Compliance with Copeland Act Requirements The Contractor shall comply with the requirements of 29 CFR Part 3, which are hereby incorporated by reference in this contract 41 - Rey 09!(18111 Ci ATTACHMENTS Attachment A JOC Pricing; Matrix Attachment B Project Cost Proposal Sheet Attachment C Scope of Services Attachment D Statement of Interest &; Qualifications Attachment E Proposal Response Attachment F Authorized Signature Form Attachment G Contractor Contact List -42- Rev 09/08/11 CF ATTACHMENT A JOC PRICING MATRIX -43- Rev W/08111 CF City of Peoria JOC Pricing Matrix P14 -0019A, JOC for Traffic System Company Name ITS $100 to $100,000 $100,000 to $250,000 $250,000 to $800,000 $500,000 to $1,000,000 over $1,000,000 Indirect Cost of ft Work Job Order Contractor's Overhead 680% 680% 680% 680% 680% Job Order Contractors Fee (Profit) 1000% 1000% 1000% 900% 800% Pa meat & Performance Bonds 0 71 % 0 71 % 0 71 % 0 71 % 0 71 % Insurance 216% 216% 216% 216% 216% AVCou /Ci Taxes 65% of 089) 5266% 5265% 5265% 5266% 5265% Total Indirect Cost % 2494% 2494% 2494% 2394% 2294% Labor Burden Multiplier (Percentage) 145% 145% 145% 145% 145% ATTACHMENT B PROJECT COST PROPOSAL SHEET -44- Rev 001n8/1 I CF ATTACHMENT C SCOPE OF SERVICES 1 0 GENERAL INFORMATION This is a fired pnce, indefinite quantity type Contract for the performance of a broad range of construction work on an as -needed basis as may be required by Owner The specific work requirements will be identified in Job Orders to be issued by Owner 2 0 DOCUMENTS 2 1 The currently applicable pricing structure contains pricing information for the Work to be accomplished in the pricing matrix specified The Pricing matrix can only be updated at time of yearly contract renewal by mutually agreeable change order Previously issued Job Orders and changes will not be retroactively repriced although any changes priced after receipt of an update will be priced by the updated version of the new pricing matrix 22 The construction specifications in effect at Contract signing, and provided to the Job Order Contractor, shall be the specifications under this Contract 3 0 WORK AUTHORIZATION Any Work required under this Contract shall be authorized by issuance of formal, written Job Orders, as follows 3 1 As the need exists (as determined by Owner) for performance under the terms of this Contract. Owner will notify Job Order Contractor of an existing requirement 32 Upon the receipt of this notification, Job Order Contractor shall respond within two Q) working days, or as otherwise agreed, by 3 2 1 Visiting the proposed site in the company of Owner, or, 3 2 2 Establishing contact with Owner to further define the scope of the requirement 33 After mutual agreement on the scope of the individual requirement, Job Order Contractor shall then prepare a proposal for accomplishment of the task unless Job Order Contractor, in its sole discretion, elects not to undertake the Work If the Work is declined, Job Order Contractor will so notify Owner in a timely manner 34 The price matrix shall serve as the basis for establishing the value of the Work to be performed 3 5 Job Order Contractor's proposal shall be submitted within ten (10) working days unless otherwise agreed 36 Upon receipt of Job Order Contractor's proposal, Owner will review the proposal for completeness and will reach agreement with Job Order Contractor on pricing, schedule, and all other terms, prior to issuance of a Job Order 3 7 In the event Owner does not issue a Job Order after receipt of Job Order Contractor's proposal, Owner is not obligated to reimburse Job Order Contractor for any costs incurred in the preparation of the proposal, except as noted in § 4 8 40 SCHEDULING OF WORK -45- Rev 04/08/11 CF 41 For each Job Order, Owner will issue a Notice to Proceed The first day of performance tinder a Job Order shall be the effective date specified in the Notice to Proceed Any preliminary work started or material ordered or purchased before receipt of the Notice to Proceed shall be at the risk and expense of Job Order Contractor Job Order Contractor shall diligently prosecute the Work to completion within the time set forth in the Job Order The period of performance includes allowance for mobilization, holidays, weekend days, normal inclement weather, and cleanup Therefore, claims for delay based on these elements will not be allowed When Job Order Contractor considers the Work complete and ready for its intended use, Job Order Contractor shall request Owner to inspect the Work to determine the status of completion When Owner determines the Wort; to be Punch List Prepared as defined in 1 7, Owner will provide Contractor with a list of items to be completed or corrected prior to final payment for the Job Order Job Order Contractor shall proceed promptly to complete and correct items on the list 42 Job placement of materials and equipment shall be made with a minimum of interference to Owner operations and personnel 43 Furniture and portable office equipment in the immediate work area will be moved by Job Order Contractor and replaced to its original location If the furniture and portable office equipment cannot be replaced to its original location. Owner will designate new locations if furniture and portable office equipment (or other items) must be moved and/or stored outside the immediate area, Owner will compensate Job Order Contractor for any such transportation and storage costs incurred 44 Job Order Contractor shall take all precautions to ensure that no damage will result from its operations to private or public property All damages shall be repaired or replaced by Job Order Contractor at no cost to Owner 45 Job Order Contractor shall be responsible for providing all necessary traffic control, such as street blockages, traffic cones, flagmen, etc, as required for each Job Order Proposed traffic control methods shall be submitted to Owner for approval 50 QUALITY ASSURANCEIQUALiTY CONTROL PROGRAM Job Order Contractor shall submit, for Owner approval, a Quality Assurance/Quality Control Plan within fifteen (15) calendar days after issuance of the initial Job Order This plan should address all aspects of quality control including responsibility for surveillance of work, documentation, trend analysis, corrective action and interface with Owner's inspectors 60 DESIGN Job Order Contractor's duties under the Contract include the preparation of shop drawings or sketches necessary to permit orderly construction of Owner's design plans Job Order Contractor agrees to provide detailed design drawings and plans if requested by Owner, with reimbursement included as part of the Job Order Contractor's proposal 70 TEMPORARY SANITATION FACILITIES The Contractor shall provide ample toilet facilities with proper enclosures for the use of workmen employed on the work site Toilet facilities shall be installed and maintained in conformity with all applicable state and local laws, codes, regulations and ordinances They shall be properly lit and ventilated, and kept clean at all times -46- RNA 09/08/11 CF Adequate and satisfactory drinking water shall be provided at all limes and tinder no circumstances and under no conditions will the use of common cups be permitted The Contractor must supply sanitary drinking cups for the benefit of all employees 7 1 DUST CONTROL AND WATER The dust control measures shall be in accordance with the requirements of the "Afaric opa County Health Department Air Pollution Control Regulationv, " namely Regulation ll, Rule 21, subparagraph C and Regulation III, Rule 310 shall be rigidly observed and enforced Water or other approved dust palliative in sufficient quantities shall be applied during all phases of construction involving open earthwork to prevent unnecessary discharge of dust and dirt into the air The Contractor shall be responsible for compliance with these regulations A Notice to Proceed will not be issued until the City of Peoria has received a copy of the Contractor's Dust Control Pennit and Plan The Contractor shall be required to obtain the necessary permit and all pertinent information from the Mancopa County Air Pollution Control Bureau, 2406 S 24th Street #E-214, Phoenix, Arizona, (602) 506-6700 extension 372 The Contractor shall keep suitable equipment on hand at the Job site for maintaining dust control on the project streets, and shall employ sufficient labor, materials and equipment for that purpose at all times during the project to the satisfaction of the City Engineer Watering shall conform to the provisions of Section 225 of the MAG Standard Specifications The cost of watering will be included in the price bid for the construction operation to which such watering is incidental or appurtenant Installation and removal of fire hydrant meters should be scheduled at least forty-eight (48) hours in advance through the City of Peoria Utilities Division at (623) 773-7160 A $1,000 deposit is required for each meter An additional $28 00 service fee is also required The cost of the water is at the prevailing rate 72 Electricity Except for remote locations or unless otherwise specified in a Job Order, Owner shall furnish to Job Order Contractor from existing Owner facilities and without cost to Job Order Contractor, electricity necessary for the performance of work under this Contract it is the responsibility of Job Order Contractor to determine the extent to which existing Owner electrical facilities are adequate for the needs of this Contract Upon completion of this Contract the removal of all taps, connections and accessories will be accomplished by and at the expense of Job Order Contractor, and costs included in the Job Order Proposal, so as to leave the electrical power source and facility in its onginal condition Such removal shall also be subject to the approval of Owner 80 WORK BY OWNER Owner reserves the right to undertake or award Contracts for the performance of the same or similar type work contemplated herein, and to do so will not breach or otherwise violate the Contract -47- Rev 09/08/11 CF ATTACHMENT D STATEMENT OF INTEREST AND QUALIFICATIONS SEE ATTACHED -48- Rev 04/08/11 CF STATEMENT OF INTEREST AND QUALIFICATIONS 0 Solicitation Number P14-0019 Materials Management Procurement 9875 N 85'n Ave 2n° FI Peoria Arizona 85345-6560 Phone (623) 773-7115 Fax (623) 773-7118 REQUESTFOR STATEMENT OF INTEREST & QUALIFICATIONS JOB ORDER CONTRACTING for TRAFFIC SYSTEMS P14-0019 Due Date October 8, 2013, 5 00 PM Arizona Time City of Peoria Materials Management Division Contact Lisa Hou 9875 N 85th Ave , 2n FI Peoria, Arizona 85345 (623) 773-7115 1 ,�y 4 STATEMENT OF INTEREST AND QUALIFICATIONS O� Solicitation Number P14-0019 JOB ORDER CONTRACTING for Traffic Systems SECTION 1 - INTRODUCTION 1 1 Introduction Materials Management Procurement 9875 N 85`h Ave 2"" FI Peoria, Arizona 85345-6560 Phone (623) 773-7115 Fax (623) 773-7118 The City of Peoria Arizona is seeking experienced contractors to provide services as described below for various projects utilizing Job Order Contracting (JOC) project delivery Job Order Contracting may include design services, pre -construction services, construction work, maintenance and as -built documents The contract period will be for an initial term of one (1) year with no more than four (4) additional one-year extensions The City of Peoria intends to select two (2) Job Order Contractors for the award of this Job Order contract 1 2 Cooperative Purchasing Any contract resulting from this solicitation shall be for the use of the City of Peoria In addition, specific eligible political subdivisions and nonprofit educational or public health institutions may also participate at their discretion In order to participate in any resultant contract, a political subdivision or nonprofit educational or publsc health institution must have been invited to participate in this specific solicitation and the contractor must be in agreement with the cooperative transaction In addition to cooperative purchasing, any eligible agency may elect to participate (piggyback) on any resultant contract, the specific eligible political subdivision, nonprofit educational or public health institution and the contractor must be in agreement Any orders placed to the successful contractor will be placed by the specific agencies participating in this purchase Payment for purchases made under this agreement will be the sole responsibility of each participating agency The City shall not be responsible for any disputes arising out of transactions made by others 1 3 Project Budget The City of Peoria Capital Improvement Program identifies funding for projects in fiscal year 2014 and shows planned projects for the next ten years A copy of the City's ten year CIP can be viewed at http Ilwww peoriaazgov/NewSecondary aspx?id=54959 The approved 2014 budget is available to fund various projects utilizing the awarded JOC contract Estimated value (combination of all projects) is approximately $700,000 in CIP and approximately $300,000 from Public Works Projects may extend into the next fiscal year and beyond but in no instance will any one project under this JOC exceed $3,000,000 14 Project Schedule The City of Peoria has elected to use the JOC delivery method for these projects as outlined under A R S Title 34 Cost effective construction in the shortest possible time frame and within the City's tolerance of financial risk will be the guiding principles behind the traffic signals, street lights and intelligent traffic systems projects t STATEMENT OF INTEREST AND Materials Management QUALIFICATIONS Procurementrrement nd # * 9875 N 85' Ave, 2 FI Peoria Arizona 85345-6564 Solicitation NUMber P14-0019 Phone (623) 773-7115 Fax (623) 773-7118 SECTION 2 — DESCRIPTION & SCOPE OF WORK 21 Description This Job Order Contract is issued to assist the City of Peoria with traffic signal and street light construction, maintenance and repair services Interested contractors will have the ability to show related experience and a proven track record in projects of the same nature and magnitude The selected contractors will be expected to deliver turn key projects, including all permitting and regulatory requirements For any project determined by the City to be appropriate for this Job Order Contract, the City will request that the contractor prepare a scope of work, cost proposal and project schedule If acceptable, the City will issue an individual Job Order Although the City anticipates that JOC Contractors will be issued work, the Contractor is neither guaranteed a minimum amount of work nor any jobs at all The City reserves the right and will issue delivery orders based on ability of the contractor to meet the City's work schedule and the availability of trades and expertise in relation to each project .5 Contractors must have experience in the areas described in the Scope of Work (below) 2 2 Scope of Work The City places significant emphasis on the qualifications and experience of the contractors we contract with and the individual employees performing services under our contracts in order to protect our citizens and ensure safe access to public spaces Therefore, the City is requesting that all offerors assign only the most highly trained and qualified individuals to work on City projects involving traffic signal systems The City of Peoria maintains a network of traffic signals and street lights This Job Order contract is intended for general contracting, construction, maintenance and repair services, together with architectural and engineering services as necessary, related to existing signals, building new signals, existing street lights and installing new street lights and associated street light systems within the City It includes major and minor construction projects, renovations, maintenance, repairs, additions, demolition, re -constructions and alterations to signals and related systems, street lights and related systems within the intersections or close proximity to the intersections The successful contractor(s) shall have experience, knowledge, and ability to accomplish the following tasks 1 Design — work with a design firm to produce drawings that can be used to permit work and complete projects 2 Utility locating — able to provide utility location 3 Legal descriptions and exhibits — work with outside sources to produce legal descriptions and exhibits 4 Demolition — remove items necessary for signal and street light installation 5 Cutting, milling, and removal — provide services as necessary to facilitate new signals and street lights 6 Signal work — install signal poles, heads, equipment etc for complete intersection signalization work 3 * L�0 STATEMENT OF INTEREST AND QUALIFICATIONSProcurement Materials Management 9875 N 85"' Ave 2n° Fl Peoria, Arizona 85345-6560 Phone (623) 773-7115 Fax (623) 773-7118 Solicitation Number P14-0019 7 Street light Work - install street light poles, mast arms, equipment, etc for complete street light system work 8 Electronic gear — install, maintain or renovate low voltage systems that manage signals 9 Detection — install loop and video detection 10 Lighting — run conduit and power and install luminars on poles and install street lights 11 Electrical work -- install conduit, pull wires, and build both primary and low voltage systems in support of the signals and street lights 12 Boring — place conduit under structures by boring 13 Concrete work — install sidewalks, curb/gutter, ramps, hard-scape, foundations, pads, and other concrete work to build signalized intersections 14 Roadway work — install base, asphalt and other pavements in support of signalizing intersections 15 Traffic Control — develop and operate traffic control for projects 16 Landscaping — install new landscape, including meters, irrigation systems, planting and ground covers as well as refreshing existing landscaping 17 Survey — provide accurate surveys 18 As-budts — provide as -built drawings of the projects 19 Public relations — provide public relations when required 20 Utility work — provide wet and dry utility relocations, repairs or new work as required to install the signalized intersections 21 Materials testing — provide materials testing as required 22 Design and install ITS — provide fiber systems, termination, equipment, repairs, and re- configuring 23 Install wireless systems — design and install wireless camera and data systems 24 Maintain ITS — provide wiring audits and clean-up and standardization 25 ITS work will include all right of way work up to and including connecting the network to communication equipment inside buildings The ITS work is not intended to include budding network infrastructure inside facilities 2 1 Sample Project The sample project is a typical project that may be done under this Job Order Contract This sample project is provided for contractors to use to completing their Project Assessment Plan so the City can see how your firm would approach a project if awarded the contract (see Appendix 2) The Contractor will be required to provide a project scope plan showing the process to be followed through the designlpreconstruction, permitting, construction and close-out phases of the project SECTION 3 — EVALUATION CRITERIA 3 1 Evaluation Process The contractor(s) will be selected through a qualifications based selection process The City expects to award the project to the best valued contractor(s) based on the requirements in this solicitation The contractor selected for qualification will be the contractor whose qualification is responsive, responsible, and the most advantageous to City, as determined by City in its sole discretion The City reserves the right to add, delete, or modify any part of this solicitation at City's sole discretion The City will evaluate contractors based on the overall value of each qualification Contractors 4 STATEMENT OF INTEREST AND Materials Management - Procurement QUALIFICATIONS * * 9875 N 85" Ave, 2"d FI Peoria, Arizona 85345-6560 Solicitation Number P14-0019 Phone (623) 773-7115 Fax (623) 773-7118 interested in providing services must submit a Statement of Qualifications (SOQ) that addresses the points as outlined herein 3 2 Key Personnel The City expects the interested firms to identify within their organizations, individual(s) assigned to provide the following functions throughout the life of the contract • JOC Program Manager • Protect Manager • Protect Superintendent • Estimator 3 3 Criteria and Weights The City will evaluate contractors based on the overall value of each qualification Evaluation criteria will be weighted according to the following categories Category Weight Responsiveness Pass/Fail References Pass/Fail Project Assessment Plan Scope Plan 25% Risk Assessment 1 Value Added 25% Project Schedule I Subcontractor Selection Plan 5% Interview 45% 3 3 1 Responsiveness (PasslFail) Contractors must prepare qualifications that follow the format and sequence specified in this solicitation The following conditions/criteria must be met in order to be considered responsive Receipt of SOQ at the proper location by the specified date and time • The number of copies of the submittal requested • Adherence to maximum page requirements • Not submitting all required documentation • Adherence to having no identifying information (except for Attachments A & B) 3 3 2 References (Pass/Fail) • The Contractor will submit 3 references as outlined in Attachment B 3 3 3 Project Assessment Plan (Weighted at 50%) • The Contractor will submit a Project Assessment Plan as outlined in Attachment C • The PA Plan must be 4 pages or less (2 -pages for Scope Plan (25%), and 2 pages maximum for risk assessment and value added (25%) items) 5 STATEMENT OF INTEREST AND Materials Management 1� 0� Procurement - QUALIFICATIONS 9875 N $5"Ave, 2"° FI * * Peoria Arizona 85345-6560 p Solicitation Number P14-0019 Phone (623) 773-7115 Fax (623) 773-7118 The PA Pian shall NOT contain any names or information that can be used to identify the Contractor The Contractor must use the template as provided in Attachment C Contractors may not re- create or modify this attachment (no color, black ink only, no font changes, no pictures, no diagrams, etc) Any plan that does not follow these requirements, or contains names or information that can be used to identify who the contractor is, may be marked as unresponsive and eliminated from the evaluation process 3 3 4 Project Schedule & Subcontractor Selection Plan (Weighted at 5%) Provide a 1 page Gantt style project duration schedule for the project that only conveys major milestones, including City approval processes, and final submittal to the City (Attachment D) Provide a detailed 1 -page subcontractor selection plan that uses qualification and price in the selection criteria (Attachment D) The contractor should describe how they will pre -qualify and select their subcontractors as required per ARS 34-603 The Project Schedule and Subcontractor Selection Plan shall NOT contain any names or information that can be used to identify the Contractor 3 3 5 Interviews (Weighted at 45%) • The City will shortlist contractors based on the criteria in this section • The City may interview all of the critical team members proposed • The City may request to interview additional personnel • The City may interview individuals separately and/or as a group • The City may request a list of similar past projects and staff qualifications • For this project, Contractors may bring up to two additional team members at their discretion to the interview These additional team members will only be allowed in the interview during the 15 -minute presentation and will not be interviewed or scored The purpose of this is to allow Contractors to bring in up to two additional team members whom they feel are important to this projects success Important Note All proposed team members must be available for interview on the date specified in this solicitation No substitutes or proxies will be allowed Individuals who fail to attend the interview will not be given a score which may jeopardize the contractor's competitiveness SECTION 4 — SELECTION PROCESS 41 Interview and Selection Process Contractors will be prioritized and selected through a qualification based selection process based on the criteria in Section 3 A selection committee will evaluate and score each Project Assessment Plan The City will use a Linear Relationship Model (LRM) as outlined in Appendix 1 to assist the City in ranking the contractors A selection committee will evaluate and score each SOQ and interview the top 3 to 5 contractors based on the scores from the Project Assessment Plan, Schedule and Subcontractor Selection Plan After conducting the interviews, investigations of the contractors will be performed by the City STATEMENT OF INTEREST AND QUALIFICATIONS Solicitation Number P14-0019 Materials Management Procurement 9875 N 85`h Ave, 2nd FI Peoria, Arizona 853456560 Phone (623) 773-7115 Fax (623) 773-7118 For this project the Final List will consist of the top 3 scoring contractors (based on PA Plan scores, Interview scores, Pass/Fail Reference, and Pass/Fail Responsiveness) 42 Identification of Potential Best -Value Scores from the interview will be used to determine the final ranking order of the shortlisted contractors The top selected contractor(s) on the Final List will then enter into negotiations with the City to reach agreement on final contract form, content and fee structure If the City is satisfied with the potential best -value contractor(s), they will proceed to issue an award If the City is not satisfied with the negotiations, the City may consider breaking off negotiations and selecting the next contractor on the final list for potential award SECTION 5 — POST AWARD ACTIVITIES 51 Post Project Evaluation For contracts that span over multiple years, the City will perform annual project evaluations prior to contract renewal The City will evaluate the overall performance of the project team (including, but not limited to overall quality, on-time completion, no cost change orders, compliance to budget, no complaints, and ability to work with the City staff) The final rating will be used towards future City of Peoria projects 11 SECTION 6 — CRITICAL DATES 61 Pre -Submittal Conference A pre -submittal conference will be held on Tuesday, September 2e at 2 00 p m Arizona Time The meeting location is the City of Peoria, Development and Community Services Building, Point of View Conference Room, 9875 N 85`h Avenue, Peoria AZ, 85,345 Staff may not be available to respond to individual inquiries regarding the project scope outside of this pre -submittal conference All interested parties are urged to attend this meeting 62 Critical Dates The following are the critical dates for this project Please be advised that these dates are subject to change as deemed necessary by the City September 24, 2013 Pre -Submittal Conference October 8, 2013 Submittals Due October 22, 2013 Notification of Interviews October 30, 2013 Interviews (shortlisted contractors only) November 4, 2013 Best -Value Contractor Notification 7 STATEMENT OF INTEREST AND Materials Management Procurement V ==' QUALIFICATIONS 9875 N 851h Ave, 2nd FI * * Peoria, Arizona 85345-6560 +4p�� Solicitation Number P14-0019 Phone (623) 773-7115 Fax (623) 773-7118 SECTION 7 — SOQ SUBMITTAL_ FORMAT 71 Submittal Format • The SOO must be submitted to the contact listed in Section 7 2 The copies should be stapled (and not bound) to facilitate easy handling, photocopying, and reading by the evaluation committee • No faxed or emailed SOQs will be considered • The SOQ must be received by the date listed in Section 7 2 1 Attachment A Proposal Form — One (1) original must be submitted 2 Attachment B Reference Form — One (1) original must be submitted 3 Attachment C Project Assessment Plan — Six (6) copies of the completed 2 -page scope plan, 2 -page project assessment and value added plan must be submitted 4 Attachment D Project Schedule and Subcontractor Selection Plan — Six (6) copies of the 1 page project schedule and six (6) copies of the 1 page subcontractor selection plan must be submitted 72 Submittal Due Date and Contact Information • Proposal Responses must be received by 5 00 p m (AZ time) on October 8, 2013 • Contact Information Attention Lisa Houg, Contract Officer SOO # P14-0019 — JOC for Traffic Systems City of Peoria Materials Management 9875 N 85�' Avenue, 2nd Floor, Peoria, Arizona 85345 SECTION 8 — GENERAL INFORMATION 81 Questions • All questions regarding this SOO must be submitted in writing by emading Lisa HougaPeonaAZ gov Inquiries within 48 hours preceding the due date & time will not be addressed 82 General Information • Instructions The City of Peoria shall not be held responsible for any oral instructions Any changes to this SOO shall be in the form of a published addendum • Contact Contact with City of Peoria staff, elected or appointed officials, or selection committee members concerning this SOO, at any time, in any venue, is strictly prohibited, except as described in Section 8 1 above, and may be grounds for disqualification 0 STATEMENT OF INTEREST AND Materials Management QUALIFICATIONS 9875 ProcN 85 Ave "Ave, 2 nil * * FI Peoria, Arizona 85345-6564 Solicitation Number P14-0019 Phone (623) 773-7115 Fax (623) 773-7118 83 84 85 • Costs The City of Peoria will not be responsible for any costs incurred by any contractor submitting an SOO or responding to this notice The City reserves the right to waive any irregularities in any submittal and to reject all submittals and re -advertise or cancel the protect in its entirety, at its sole discretion The City reserves the right to request clarification or additional information • Matenal All materials submitted in response to this solicitation become the property of the City, and may become a part of any resulting contract Award or rejection of a proposal does not affect this right • Compliance The selected contractor will be required to comply with the Legal Arizona Workers Act • Federal Funds The selected contractor will be required to comply with all associated Federal Compliance Regulations for any federally funded protects that may be done under this JOC contract Protest Policy and Procedures • The City of Peoria Protest Policy and Procedures are available online at http //www peoriaaz Qov/NewSecondary aspx9id=53287 The policy is contained within the City of Peoria Procurement Code, Chapter 2- Administration, Section 2-321 Procurement Code Protests, Informal and Formal • The specific protest procedures are contained in the Materials Management "Administrative Guidelines" and can be accessed at http 11www peoriaaz qov/NewSecondary aspx?id=54937 under the "DOWNLOADS" box on the right side of the web page Attachments (All must be completed and returned to be considered responsive) Attachment A Proposal Form Attachment B Reference List Attachment C Project Assessment Plan (Scope Plan & RiskNalue Added Plan) Attachment D Project Schedule and Subcontractor Selection Plan Appendices Appendix 1 Scoring and Ranking Submittals Appendix 2 Sample Project 0 Ci��Y O STATEMENT OF INTEREST AND Materials Management Procurement QUALIFICATIONS * * 9875 N 85 Ave, 2 FI Peoria, Arizona 85345-6560 Solicitation Number P14-0019 Phone (623) 773-7115 Fax (623) 773-7118 The JOC Contract template (for review only) and all templates for Attachments A, B, C, and D can be accessed on the City's FTP website FTP Site Access Directions Using your Web Browser, enter the following address https //cityftos peoriaaz crov You will be prompted for a User 1D and Password User ID ftpsohcitation Password AEC91&iv (password is case sensitive) You should then seethe available file The file name for this project is P14-0019 — JOC for Traffic Systems You can copy or download to your computer or server Download speed will depend on the internet connection speeds on both sides If you have trouble moving beyond the prompt for user id and password, it is likely your network or pc's firewall and/or anti-virus software is blocking access Temporarily turning off your firewall and/or anti-virus software should allow you to continue with access 10 O� STATEMENT OF INTEREST AND Materials Management 4. QUALIFICATIONS Procurement * * 9875 N 85 Ave , 2 Fl Peoria, Arizona 85345-6560 +4 p�Q• Solicitation Number P14-0019 Phone (623) 773-7115 Fax (623) 773-7118 ATTACHMENT A PROPOSAL FORM One (1) original of this Proposal Form (Attachment A) must be completed and sent to the City of Peoria Please staple Proposal Form (Attachment A) to the original Reference form (Attachment B), Project Assessment Plan (Attachment C) and Project Schedule and Subcontractor Selection Plan (Attachment D) Project Team Name of Job Order Contractor (Contractor) Name of JOC Program Manager (Individual) Name of Project Manager (Individual) Name of Project Superintendent (Individual) Name of Estimator (Individual) Bonding Individual project bonding capacity Total bonding capacity Amount of bonded contracts currently in process The Project Assessment Plan, Project Schedule and Subcontractor Selection Plan must NOT contain any information that may identify the Contractor or critical team members Name of Company Printed Name and Title of Contractor Representative Signature of Contractor Representative Address Phone Email Contractor License Number City, State Fax 11 Zip Code Date ATTACHMENT B REFERENCE LIST HOW TO CREATE AND SUBMIT A REFERENCE LIST 1 The reference list must contain different protects You cannot have multiple people evaluating the same job However, one person may evaluate several different jobs 2 The references for past projects must be of similar size and scope for the type of project being solicited 3 The past projects must be completed past projects (no on-going or substantially complete projects) 4 The City will contact the references for additional information and clarification If the reference cannot be contacted, there will be no credit given for that reference and your firm may be eliminated from the selection process 4 12 STATEMENT OF INTEREST AND Materials Management Procurement QUALIFICATIONS 9875 N 85th Ave, 2 FI * * Peoria, Arizona 85345-6560 Solicitation Number P14-0019 Phone (623) 773-7115 Fax (623) 773-7118 ATTACHMENT B REFERENCE LIST HOW TO CREATE AND SUBMIT A REFERENCE LIST 1 The reference list must contain different protects You cannot have multiple people evaluating the same job However, one person may evaluate several different jobs 2 The references for past projects must be of similar size and scope for the type of project being solicited 3 The past projects must be completed past projects (no on-going or substantially complete projects) 4 The City will contact the references for additional information and clarification If the reference cannot be contacted, there will be no credit given for that reference and your firm may be eliminated from the selection process 4 12 'tY O STATEMENT OF INTEREST AND Materials Management Procurement =<, QUALIFICATIONS 9875 N 851" Ave, 2nd FI * * Peoria Arizona 85345-6560 •C 0 Solicitation Number P14-0019 Phone (623) 773-7115 Fax (623) 773-7118 ATTACHMENT B REFERENCE LIST (continued) Please Inst a minimum of three (3) owner references from similar completed projects within the past three (3) years whom the Materials Management Division may contact 1 Company Contact Phone Address Description of Work Project Value Date Completed 2 Company Contact Phone Address Description of Work Project Value Date Completed 3 Company Contact Phone Address Description of Work Project Value Date Completed 13 STATEMENT OF INTEREST AND Materials Management Procurement Ave, QUALIFICATIONS �d * * 9875 N 85 Ave 2 FI A" Peoria, Arizona 85345-6560 L�aSolicitation Number P14-OD19 Phone (623) 773-7115 Fax (623) 773-7118 ATTACHMENT C PROJECT ASSESSMENT PLAN GUIDE AND TEMPLATE Introduction The purpose of the Project Assessment (PA) Plan is to identify if a contractor can quickly identify the risks on a future project in terms of cost time and client expectations (of quality and performance) The PA Plan is used to 1 Assist the client in prioritizing contractors based on their ability to understand the risks of a project 2 Provide high performing contractors with an opportunity to differentiate themselves from their competitors 3 Minimize the effort of expenenced companies who are competing for the project Contractors should keep in mind that the PA Pian is only one step in the selection process If all the PA Plans are the same, the PA Plan will have little impact in the selection (other factors, such as the interview will dictate the selection) The PA Plan will become part of the contract PA Plan Format The PA Plan contains three major sections Scope Plan Potential Risks and Solutions and the Potential Value Added Options The City s goal is to make the selection process as efficient as possible Efficiency is to minimize the effort of all participants, especially those who will not be awarded the project Therefore the PA Plan should be brief and concise The PA Plan shall NOT exceed 4 pages front side of page only (2 pages Scope Plan 2 pages combined for Risks and Value Added ideas) In order to minimize any bias by the evaluation committee, the PA Plans shall NOT contain ANY names (such as contractor or manufacturer names personnel names, project names product names, or company letterhead) A PA Plan template is attached and must be downloaded from the FTP site Contractors are NOT allowed to re-create the PA Plan Template (cannot alter font size font type add colors add pictures, etc) Failure to comply with these requirements may result in disqualification The PA Plans should not contain any marketing information, brochures, product names, technical information, or general items All documents shall be on W x 11 , in black and white ink only, no graphics or pictures Overview of the Scope Plan Section The purpose of the scope plan submittal is an opportunity for the contractor to differentiate themselves by giving a concise and well organized description of the project The Scope Plan should be a succinct summary of the project and should be used to prove to the client that the contractor can visualize what they are going to do before they do it The Plan should identify the major components risks and show contractors capability to predict, preplan, prioritize and minimae technical asks Overview of the Risk Assessment Section The contractor should clearly address the following items 1 List and prioritize major risk items that are unique to this project This includes areas that may cause the project to not be completed on time not finished within budget generate any change orders or may be a source of dissatisfaction for the owner Risks can include things that you control and things that you do not control 2 Explain how the contractor will avoid 1 minimize the risk if the contractor has a unique method to minimize the risk they should explain it in non-technical terms Overview of the Value Added Item Section The contractor should identify and fist any value added options that they feel may apply to this project Do not include marketing material 14 ATTACHMENT C PROJECT ASSESSMENT PLAN TEMPLATE This template must be used SECTION T — SCOPE PLAN (Page 1 of 2) Font size should not be any smaller than 10 point Times New Roman or Anal Do not list any names/information that can be used to identify your firm Do not exceed the 2 -page limit for the Scope Plan (You may delete these instructions ) 15 STATEMENT OF INTEREST AND Materials ManagementQUALIFICATIONS Procurement 9875 N 85'" Ave, 2ntl FI IOU Peoria, Arizona 85345-6560 Solicitation Number P14-0019 Phone (623) 773-7115 Fax (623) 773-7118 ATTACHMENT C PROJECT ASSESSMENT PLAN TEMPLATE This template must be used SECTION T — SCOPE PLAN (Page 1 of 2) Font size should not be any smaller than 10 point Times New Roman or Anal Do not list any names/information that can be used to identify your firm Do not exceed the 2 -page limit for the Scope Plan (You may delete these instructions ) 15 STATEMENT OF INTEREST AND Materials Management Procurement QUALIFICATIONS 9875 N 85"Ave, 2"d FI * * Peoria, Arizona 85345-6560 0 Solicitation Number P14-0019 Phone (623) 773-7115 Fax (623) 773-7118 ATTACHMENT C PROJECT ASSESSMENT PLAN TEMPLATE This template must be used SECTION 1— SCOPE PLAN (Page 2 of 2) Font size should not be any smaller than 10 point Times New Roman or Anal Do not list any nameslinformation that can be used to identify your firm Do not exceed the 2 -page limit for the Scope Plan (You may delete these instructions) # * STATEMENT OF INTEREST AND Materials Management ProcurementQUALIFICATIONS nd 9875 N 85�Ave,Ay2 FI Peoria, Arizona 85345-6560 Phone (623) 773-7115 Fax (623) 773-7118 Solicitation Number P14-0019 ATTACHMENT C PROJECT ASSESSMENT PLAN This template must be used SECTION 2 - IDENTIFICATION & MINIMIZATION OF RISK (Page 1 of 2) Font size should not be any smaller than 10 point Times New Roman or Anal Do not list any nameslinformation that can be used to identify your firm Do not exceed the 2 -page limit for the RiskNalue-Added Plan (You may delete these instructions ) Identify major risks associated with the sample project You may add/delete the risk tables below as necessary Risk 1 Solution Risk 2 Solution Risk 3 Solution Risk 4 Solution Risk 5 Solution Risk 6 Solution Risk 7 Solution Risk 8 Solution Risk 9 Solution Risk 10 Solution 17 STATEMENT OF INTEREST AND QUALIFICATIONS Solicitation Number P14-0019 ATTACHMENT C PROJECT ASSESSMENT PLAN This template must be used Materials Management Procurement 9875 N 85"Ave 2nd FI Peoria Arizona 85315-6560 Phone (623) 773-7115 Fax (623) 773-7118 SECTION 2 -VALUE ADDED OPTIONS (Page 2 of 2) Font size should not be any smaller than 10 point Times New Roman or Anal Do not list any nameslinformation that can be used to identify your firm Do not exceed the 2 - page limit for the Risk/Value-Added Plan (You may delete these instructions ) Please identify any value added options or differentials that you are proposing, and include a short description of how it adds value to the sample project Identify if the items will increase or decrease schedule, cost or expectation You may add/delete the value tables below as necessary Item 1 Impact Cost ($) Schedule (Days) Item 2 Impact Cost ($} Schedule (Days) Item 3 Impact Cost ($) Schedule (Days) Item 4 Impact Cost ($) Schedule (Days) Item 5 Impact Cost ($) Schedule (Days) 18 ATTACHMENT D PROJECT DURATION SCHEDULE and SUBCONTRACTOR SELECTION PLAN This template is a placeholder only Contractor may attach separate sheet(s) for Project Schedule and Subcontractor Selection Plan Overview of the Project Duration Schedule (J page) Provide a detailed Gantt style project schedule which clearly conveys milestones, design activities, equipment pre- purchase, permitting processes, City approval process, construction and project close-out Delineate clearly the two project efforts showing any points of inter -dependence and their respective completion dates Do not list any names/information that can be used to identify your firm Do not exceed the 1 -page limit for the Subcontractor Selection Plan (You may attach a separate page for the Project Duration Schedule) Overview of the Subcontractor Selection Plan (1 page) Font size should not be any smaller than 10 point Times New Roman or Anal Do not list any names/information that can be used to identify your firm Do not exceed the 1 -page limit for the Subcontractor Selection Plan (You may delete these instructions or attach a separate page for the Subcontractor Selection Plan) 19 STATEMENT OF INTEREST AND Materials Management Procurement QUALIFICATIONS nd 9875 N 85 Ave 2 FI * .a * , Peoria Arizona 85345-6564 Solicitation Number P14-0019 Phone (623) 773-7115 Fax (623) 773-7118 ATTACHMENT D PROJECT DURATION SCHEDULE and SUBCONTRACTOR SELECTION PLAN This template is a placeholder only Contractor may attach separate sheet(s) for Project Schedule and Subcontractor Selection Plan Overview of the Project Duration Schedule (J page) Provide a detailed Gantt style project schedule which clearly conveys milestones, design activities, equipment pre- purchase, permitting processes, City approval process, construction and project close-out Delineate clearly the two project efforts showing any points of inter -dependence and their respective completion dates Do not list any names/information that can be used to identify your firm Do not exceed the 1 -page limit for the Subcontractor Selection Plan (You may attach a separate page for the Project Duration Schedule) Overview of the Subcontractor Selection Plan (1 page) Font size should not be any smaller than 10 point Times New Roman or Anal Do not list any names/information that can be used to identify your firm Do not exceed the 1 -page limit for the Subcontractor Selection Plan (You may delete these instructions or attach a separate page for the Subcontractor Selection Plan) 19 Overview STATEMENT OF INTEREST AND QUALIFICATIONS Solicitation Number P14-0419 APPENDIX 1 Scoring and Ranking Submittals Materials Management Procurement 9875 ISI 85`h Ave 2nd FI Peoria, Arizona 85345-6560 Phone (623) 773-7115 Fax (623) 773-7118 The City of Peoria uses a simple linear data model to score and rank the contractors The model uses raw data scores with a 1-10 rating then normalizes those scores to a 100 point basis, then multiplies by the weighted percentage for the final score and ranking Example 8 1 = 81 X 45% = 36 5 Example The following data and tables are for informational purposes only Based on the raw data and weights, Contractor C is identified as the highest ranked firm (85 5 points out of 100 possible points) Any firm that receives a fail in the responsiveness or reference categories will be eliminated from the selection process Contractor A Criteria Weight Pass Pass 81 I Responsiveness Pass/Fail 2 Interview Score 45% 3 Scope Plan 2S% 4 PA/VA Plan Score 25% 5 Project Duration Schedule & Subcontractor Plan Score 5% 6 References Pass/Fail 100% Final Ranking Contractor A Raw 1 Score Weighted Score Pass Pass 81 365 5 6 14 91 228 85 43 Pass Pass 77 6 3 Contractor B Raw Score Weighted Score Pass Pass 7 8 35 1 61 15 3 97 243 93 47 Pass Pass 794 2 Contractor C Raw Score Weighted Score Pass Pass 83 374 78 195 95 238 95 48 Pass Pass 85 5 1 STATEMENT OF INTEREST AND QUALIFICATIONS 1 0 Solicitation Number P14-0019 APPENDIX 2 SAMPLE PROJECT Project Description Materials Management Procurement 9875 N 85"' Ave 2nd F1 Peoria Arizona 85345-6560 Phone (623) 773-7115 Fax (623) 773-7118 This is a sample project and is not currently programmed in the City's Capital Improvement Program (CIP) The City of Peoria has received requests from area citizens to modify the existing traffic signal at Lake Pleasant Parkway and Hatfield Road to accommodate an at -grade road crossing for equestrians and pedestrians Constructing even the simplest at -grade road crossing means evaluating safety issues, trail user needs, design parameters, environmental concerns, and eventually cost The City has decided to hire the .fob Order Contractor to provide pre - construction and construction services of an at -grade road crossing and traffic signal modifications For this fob order the City will hire the design consultant separately The contractor shall prepare and submit a scope plan that explains their approach to assist during the pre -construction services consisting of planning, coordination with the designer, coordinating with the City and developing solutions their approach to providing construction services required to complete the recommended at - grade road crossing 21 arty a STATEMENT OF INTEREST AND Materials Management Procurement QUALIFICATIONS * - * 9$75 N $51h Ave, 2nd FI ;< Q. Peoria, Arizona 85345-6560 0 Solicitation Number P14-0019 Phone (623) 773-7115 Fax (623) 773-7118 ,• _ "1 -1St& z °�zz�� �`�'�`' a � • �. •Yi.47 6 t .4 I I.�TW1110 �iw 'Z �•:f F •r p k wL• T6 �•� SS�rx�dx�hclU"a Ct�r gn•,� T3323]IT2L5RIL•c. EXHIBIT fir` �'.4 F���•F ��J' .r Ai�i s ��� I �� f r� .�.7•x ` r �A.fti Y`�� �pp F ' it IR f a�t G _i Location ofproposed at - k ` grade equestrian/pedestrian '.,ya n�++a.•x.paar, c. cnm-sas�.rt•ti-.�•A•xw-�� .jaja HATFIELD RD_ f_ i-'. �1a� �• I r Lam: r�''..•�uY Yl. G 1 �r• - r ATTACHMENT E PROPOSAL RESPONSE SEE ATTACHED _4g_ Rev U9108/11 cr F", 41 �y STATEMENT OF INTEREST AND Materials Management QUALIFICATIONS Procurement * * 9875 N 85'1' Ave, 2"d FI Solicitation Number Peoria, Arizona 85345-6560 Phone (623) 773-7115 P14-0019 Fax (623) 773-7118 ATTACHMENT A PROPOSALFORM One (1) original of this Proposal Form (Attachment A) must be completed and sent to the City of Peoria Please staple Proposal Form (Attachment A) to the original Reference form (Attachment B), Project Assessment Plan (Attachment C) and Project Schedule and Subcontractor Selection Plan (Attachment D) Project Team Name of Job Order Contractor (Contractor) ITS Engineers & Constructors of Utah, Inc Name of JOC Program Manager (Individual) Randall Pearson, P E Name of Project Manager (Individual) Tim Seaman Name of Project Superintendent (Individual) Thomas Carillo Name of Estimator (Individual) Michael Wendtalnd, P E Bonding Individual project bonding capacity $4,000,000 00 Total bonding capacity $8,000,000 00 Amount of bonded contracts currently in process $ 650,000 00 The Project Assessment Plan, Project Schedule and Subcontractor Selection Plan must NOT contain any information that may identify the Contractor or critical team members ITS Engineers & Constructors of Utah, Inc Name of Company [`II Randall Pearson Printed Name and Title of Contractor Representative Signature of Contractor Representative 22505 North 19'h Avenue Phoenix, AZ 85027 Address City, State Zip Code (623) 780 - 4050 (623) 780 - 4054 4 OCT 2013 Phone Fax Date randy@itsenginers com Email ROC 187901 Contractor License Number STATEMENT OF INTEREST AND Materials Management Procurement QUALIFICATIONS 8875 N 85"' Ave, 2"d FI Peoria, Arizona 85345-6560 Phone (623) 773-7115 Q SO(ICltatlOn Number P14-0019 Fax (623) 773-7118 ATTACHMENT B REFERENCE LIST (continued) Please list a minimum of three (3) owner references from similar completed projects within the past three (3) years whom the Materials Management Division may contact 1 Company Arizona Department of Transportation_ _ Contact Paul Sykes Phone (520) 449 - 0734 Address 1444 West Grant Road, Tucson. AZ 85745 Description of Work S R 347 communications, traffic management system and traffic s nal coordination timing implementation Project Value $117,00000 Date Completed March 8, 2013 2 Company Mancopa County Department of Transportation Contact Jordan Lamoreaux Phone (602) 506-6573 Address 2901 West Durango Street, Phoenix, AZ 85009 Description of Work Relocation and renovation of the Marico a County Department of Transportation Traffic Management Center Project Value $650,00000 Date Completed January 2013 3 Company City of Peoria Contact Geoff Zinnecker Phone (602) 918 - 0103 Address 9875 North 85th Avenue, Peoria, AZ 84345 Description of Work FY 2013 JOC Program for Traffic Signals and ITS Project Value $613,00427 Date Completed June 30, 2013 ,SY STATEMENT OF INTEREST AND Materials Management * * Procurement nd9875N85Ave,2F1 Peoria, Arizona 85345-6560 �fp Sollcltatlon Number P14-OU19 Phone (623) 773-7115 Fax (623) 773-7118 ATTACHMENT C PROJECT ASSESSMENT PLAN GUIDE AND TEMPLATE This Project Assessment Plan addresses our firm's approach, under a JOC, to perform preconstruction and construction services for modification of the existing signal at Lake Pleasant Parkway & Hatfield Road to accommodate at grade road crossings for equestrians and pedestrians As a preface to providing these services, we would like to state our firm's commitment and ability to provide qualified and experienced personnel to perform the tasks under the JOC We have registered professional engineers on our staff (compliant with A R S 32-142(A)) to oversee and supervise all phases of traffic signal system planning, design, preconstruction, construction, integration and operation Our field personnel have IMSA level II certification, traffic control credential from ATSSA, OSHA safety and dust control Additionally, our firm has performed as a JOC contractor for different agencies and has experience administering, managing and successfully completing JOC Work Orders For this protect, the Assessment Plan starts with addressing preconstruction activities Preconstructron With the design provided by the City and the design consultant, our firm's approach would be to provide input to the planning & design process from a constructabdity perspective Our firm would be available to provide services to support field review & investigation, perform project measurements & quality checks for quantities We would also be able to provide plan review and materials cost estimate data, as requested, and make recommendations regarding physical modifications necessary for construction of the signal system and crossings As the design approaches 90%, a site review for constructability will allow the City, the designer and the JOC contractor to finalize any remaining protect elements prior to construction With a final design, our firm would follow through to produce hard project costs and a construction schedule The costs will be developed using quotes for approved materials and need for manpower, equipment and traffic control A schedule for the sample project at LPP and Hatfield Rd is attached Important administrative tasks would also be performed as part of preconstruction Under the JOC we would anticipate receiving the final design from the City and their design consultant This in turn would provide the basis for submitting a formal cost proposal and schedule to the City for review After any discussions and necessary adjustments to the proposal for approval, an individual job order would be anticipated Following approval, the City would issue a Notice to Proceed, allowing permit requests to be submitted for review Our firm would produce proposed traffic control plans for review and approval as part of the permitting process We would also provide services to address all utility locating issues In addition to this intersection location being in a high power overhead electrical transmission Ione corridor, there is significant fiber optic presence as evidenced by the large vault on the east side, in the southwest corner, where the crossing is proposed, there is a dual culvert drainage structure and a gas line present Our firm would expect to have site review meetings as necessary, including the City of Peoria Project Manager, the designer as well as the City Inspection forces - along with utility representatives as warranted This coordination, in advance of construction, will alert all stakeholders to be aware of the site conditions and identify any special issues, such as site access, a need for special call -outs for utility locating or any other items brought forward regarding the assigned work At this stage a preconstruction meeting would be scheduled to formally initiate the construction phase of the project ,Sy STATEMENT OF INTEREST AND Materials Management QUALIFICATIONSProcurement 9875 N 85U' Ave, 2n° FI Peoria, Arizona 85345-6560 Phone (623) 773-711MOW' Solicitation Number P14-0019 Fax (623) 773-7118 Construction Following the review & approval for scope & cost, the JOC process would proceed with issuing the Work Order & NTP, obtaining permits & providing traffic control plans for review and approval Our firm would assist the City in organizing a preconstruction meeting with stakeholders to review the project plans, specifications and schedule in preparation for construction Our firm would anticipate following the sequence outlined below for construction activities Construction activities will include continuing coordination with utility companies (initiated during preconstruction) and commencing with the underground work It is expected that a survey for underground work for this project will be needed for extension of the drainage culvert on the southwest corner The drainage extension will provide additional surface area for the equestrian ramp and holding area Based on field conditions, the drainage work will require relocating the traffic signal junction box to the south, leading, in -tum to a rewire of the south leg Additional work may be required on the southeast corner where, according to the City's Trail Crossing Guidelines, clearances are minimally met If the design calls for further clearance, there could be an impact to move the controller cabinet on that corner as well Underground work would also be anticipated to modify the pedestrian ramp on the northwest corner as well as landing ramps for pedestrian ramps and equestrian ramps on the northeast and southeast corners respectively, including poles and call buttons Upon completion of the underground work, intersection rewiring would be performed This will include new conductor for the intersection's south leg to accommodate signal equipment relocation as well as all wiring for the new pedestrian and equestrian call buttons In conjunction with the rewiring, construction activity will proceed with striping and providing equestrian crossing surface treatment for Lake Pleasant Parkway This work could also provide for any median modification called for in the plans to accommodate alignment and clearance for equestrian traffic This phase concludes with initiating the signal operation with the new crossing configuration The final phase of construction will address landscape restoration, grading, vegetation and irrigation as needed This will be followed with a final project walk-through to develop a punch list for any remaining items and clean-up After punch list completion, As -built plans will be produced and delivered Additional administrative close out activities under the JOC process will consist of our firm signing the project waiver & release, along with the Final Letter of Acceptance (FLOA) Our firm will provide services to self perform all aspects of construction to complete the at -grade crossing project with the exception of striping and concrete work which are specialty trades that we would expect to sub out As a JOC contractor our firm will be able to provide qualified staff for engineering, design and supervision for all phases of traffic signal systems work and associated integration For construction we will self perform all signal work to install poles, heads, cabinets, video detection & surveillance and related appurtenances, we maintain manpower, equipment and vehicles to perform utility locating and utility work related to traffic signal system installation, including electrical work and coordination with electrical utilities, We will also self perform all work for lighting installation, maintenance and knock -down repair We have the tools, skills and extensive experience to install wireless and data systems, we also maintain our own certified fusion splicer and optical testing equipment to self perform all aspects of fiber optic communications for traffic signal systems — including design, installation, testing, integration, and system commissioning Any work which may need to be subcontracted will be professionally procured and managed per our Subcontractor Selection Plan In summary, our firm is experienced and able to perform as a full service JOC contractor delivering quality traffic signal systems for the benefit of the City d Peoria �y STATEMENT OF INTEREST AND r4;) QUALIFICATIONS 0 Solicitation Number P14-0019 ATTACHMENT C PROJECT ASSESSMENT PLAN — Section 2 Materials Management Procurement 9875 N 85" Ave, 2nd FI Peoria, Arizona 85345-6560 Phone (623) 773-7115 Fax (623) 773-7118 Project Cost Escalation — There are three major considerations each of which will have the Risk 1 potential to expand the scope and increase the costs of the project The areas that risk cost escalation are appurtenances for pedestrian safety, equestrian safety and the associated need for traffic signal equipment relocation Each of these considerations is addressed individually below The overall solution is to Solution achieve safe pedestrian and equestrian crossings in accordance with plans & guidelines without over designing or constructing at the expense of incurring escalating project costs Pedestrian Safety — While the sample project calls for the pedestrian/equestrian crossing Risk 2 on the south side of Hatfield Road, mixing the two groups in one area may pose a risk of needing an extensive cross section on the south side of Hatfield for the combined traffic A potential solution could be to separate the pedestrians and provide an east/west crossing on the north side of Hatfield Road The north side is likely better suited for pedestrian traffic due to the shopping area and existing pedestrian ramp on the northwest corner The Solution pedestrian crossing would entail additional work to modify the existing pedestrian ramp on the northwest corner as well as introducing the need to construct a new pedestrian ramp on the northeast corner This would alleviate space requirements (and minimize ROW requirements) on the south side of Hatfield Road for the equestrian crossing Risk 3 Equestrian Safety — Risks to equestrian safety will arise from the open storm drain on the southwest corner Drainage modifications will be necessary and will impact project costs Equestrian safety and construction costs should be considered in light of the City of Peoria Path and Trail Corridor Guidelines and the At -Grade Path and Trail Crossings Guidelines The open storm drain will be immediately adjacent to the equestrian crossing and a protective barrier or spatial separation should be evaluated The construction of a barrier may involve a wing wall and/or head wall around the open drainage, upon which equestrian Solution safe rail fencing can be mounted to safely channel equestrian traffic Alternatively, providing separation through open space will increase the amount that the storm drainage needs to be extended to the south Additional impact to extend drainage comes from the need to provide a gathering area for the crossing (as recommended by the guidelines) on the southwest corner Risk 4 Traffic Signal Equipment Relocation — The risk is that accommodating safety and preserving drainage will increase costs to relocate impacted traffic signal equipment Much of the solution will depend heavily on decisions made during the design process The key is fully recognizing the implications of each decision A specific focus will be on decisions (to move junction boxes, related to drainage modifications on the southwest corner, for example) which could result in a requirement to rewire portions or all of the intersection Another focus would be on decisions related to providing adequate equestnan Solution trail widths for safe passage adjacent to the traffic signal cabinet on the southeast corner Currently there is exactly 12' 1" width between the signal cabinet and the signal pole on that corner This is a recommended minimum for equestrian crossings widths from the guidelines If a design decision is made to increase that width from the minimum, then the cabinet would become subject to relocation, along with the corresponding construction costs, Furthermore, changing the cabinet location could introduce the need for additional rewiring and associated costs �y STATEMENT OF INTEREST AND QUALIFICATIONS p Solicitation Number P14-0019 Matenals Management Procurement 9875 N 85th Ave, 2W FI Peoria, Arizona 85345-6560 Phone (623) 773-7115 Fax (623) 773-7118 Risk 5 Construction Traffic Control — Mitigating risk to workers and vehicular traffic during construction requires Traffic Control Plans TCP for each phase of work Ac n-mrf of fhn nrornncfnv%finn h-- Tr7fFi^ 1'nnfrnl Dlhnc nrn—A fnr 0— t-.1- 6n Il] 1 Task Name Duration ; January_ February_ I March �- — I Apnl —; B M E l3 M E B M— E B M E 1 T— Lake Pleasant Pkwy Equestrian Trail 70 days 2 Review Project Scope & Cost 5 days I 3 Issue Work Order For Signatures 0 days 1127 4 0 Issue NTP 0 days 5 0 Obtain ROW Engineering Permit 1 day 6 0 Submit Traffic Control for Approval 4 days 7 Utility Locates 3 days 8 Preoonstruction Meeting t 1 day, 9 0 Survey 1 day � 10 1 0 Traffic Signal Underground 10 days I 11 Earthwork 10 days 12 Pedestrian Heads Buttons & Wnng 5 days 13 0 Concrete Paving & Saw Cutting 6 days 14 T3 Equine Surface Treatment 2 days 15 0 Landscape 5 days 16 Striping & Signage 1 day ` _ 17 a, Turn On New Signal Equipment 1 day 18 1 0 Walk Through 1 day, 19 J Punch List 5 days, I�L 20 As -Built Plans 0 days: . 417 21 „ Sign Waiver of Release 0 days, . 417 22 „ Sign Final Letter of Acceptance 0 days . 4114 Task Milestone ♦ External Tasks Project Lake Pleasant Pkwy Equestm Date Fn 1014113 Split Summary External Milestone Progress Project Summary Deadline V Page 1 Subcontractor Selection Plan Our firm understands the requirements under A R S 34-603, the statute identifies the requirement to give due consideration to the qualification of a contractor to perform the prescribed work The statute does not rule out the possibility of using price as a component of the selection process, but it makes clear the requirement to have qualification as the primary focus Our approach to subcontractor selection is described below • Identify subcontractors that have experience, expertise and history of delivering similar work to be performed • Confirm subcontractors have a valid Arizona ROC contractor license, the license is applicable for the work to be performed and the license is in good standing • Establish that subcontractors have adequate resources, in the form of manpower and equipment, to perform the work • Review subcontractors' ability to comply with insurance requirements of the City of Peoria • Determine subcontractors bonding capacity and the viability of their surety • Confirm that subcontractors follow Equal Employment Opportunity requirements and comply with E -verify • Review the subcontractors' Safety Plan • Review subcontractors' financial standing along with history of claim activity Subcontractors will be utilized and selected on an as needed basis, based on requirements of the individual job order and availability to meet the protect schedule Prior to any subcontractor performing work on a project, a request to allow use of the contractor will be made to the City for approval Any subcontractor rejected by the city will not be allowed to perform on the project Additionally, our firm strives to accommodate the use of disadvantaged, minority and women owned business entities when this requirement is stipulated We are an equal opportunity employer and follow all federal state and local labor laws ATTACHMENT F AUTHORIZED SIGNATURE FORM SEE ATTACHED _5p_ Rev 09/08/11 CF ITS Engineers & Constructors Inc o,�aQtoto�o„ December4, 2013 Lisa Houg City of Peoria 9875 North 85th Avenue Peoria, AZ 85345 RE P014 -0019A, JOC for Traffic Systems Project Contact List Dear Ms Hogg The following is contact information for Individuals authorized for contract related signatures Michael Wendtland, President ITS Engineers 22505 North 19th Avenue Phoenix, AZ 85027 Phone, (623) 780-4050 Fax (623) 780 4054 Cell (480) 235-6800 Email michael@itsengineers com Randall Pearson, Vice President ITS Engineers 22505 North 19th Avenue Phoenix, AZ 85027 Phone, (623) 780-4050 Fax (623) 780 4054 Cell (480) 766-1189 Email randy@tsengtneers corn Sincerely, ITS Engineers & Constructors of Utah, Inc 22505 Norlh 19th Avenue 0 Phoenix AZ 85027 0 Phone (623) 780 4050 a FAX (623) 780-4454 ATTACHMENT G CONTRACTOR CONTACT LIST SEE ATTACHED -51- Rev (14!06111 CF ITS Engineers & Constructors Inc December4, 2013 Lisa Houg City of Peoria 9875 North 85th Avenue Peoria, AZ 85345 RE P014 -0019A, JOC for Traffic Systems Project Contact List Dear Ms Houg The following is contact information for Individuals authorized for contract related signatures Michael Wendtland, President ITS Engineers 22505 North 19th Avenue Phoenix, AZ 85027 Phone, (623) 780-4050 Fax (623) 780 4054 Cell (480) 235-6800 Email michael@itsengmeers com Randall Pearson, Vice President ITS Engineers 22505 North 19th Avenue Phoenix, AZ 85027 Phone, (623) 780-4050 Fax (623) 780 4054 Cell (480) 766-1189 Email randy@itsengmeers com Sincerely, ITS Engineers & Constructors of Utah, Inc 22505 North 19th Avenue 0 Phoenix AZ 85027 0 Phone (623) 780-4050 0 FAX (623) 780-4054 EXHIBIT B TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND RED HAWK SOLUTIONS, LLC [Plans and Technical Specifications] See following pages. 2636940.1 TOWN OF FOUNTAIN HILLS, ARIZONA DEVELOPMENT SERVICES DEPARTMENT FOUNTAIN HILLS BOULEVARD AND PALISADES BOULEVARD TRAFFIC SIGNAL IMPROVEMENTS TOWN OF FOUNTAIN HILLS PROJECT NO, C2016-173 TECHNICAL SPECIFICATIONS 59794 Taylor Swanson DECEMBER 23, 2015 SECTION 100 MAG SECTION 101 ABBREVIATIONS AND DEFINITIONS 101.2 DEFINITIONS AND TERMS: is revised to read: Construction Manager: The person appointed by the Town of Fountain Hills (Town), acting directly or through his duly authorized representative, to oversee the progress of the Work. This may consist of a Town employee, Designer of Record or by other person or firm appointed by the Town. Contact Justin Weldy at 480-816-5133 with the Town of Fountain Hills. MAG SECTION 104 SCOPE OF WORK Section 104 is revised to add: This project includes furnishing all labor, tools, materials, equipment and any other incidentals necessary to construct traffic signal improvements as specified in the project plans at Fountain Hills Boulevard and Palisades Boulevard. The project is located in the Town of Fountain Hills in Sections 10 and 15 in T3N, R6E. Page 2 of 12 MAG SECTION 105 CONTROL OF WORK Section 105.6 is modified to add: 105.6 COOPERATION WITH UTILITIES The following utility companies have facilities in the area but are not anticipated to be in conflict: Chaparral City Water Company Fountain Hills Sanitary District Four Peaks Michael Vielma Jeff Warring Mike Harbo (602) 377-2295 (480) 797-1091 (602) 828-2651 The following utility companies have facilities within the proposed construction limits. Town of Fountain Hills Jim Michalak (602) 721-5639 The Contractor will be required to coordinate with the Town of Fountain Hills during construction. The Town of Fountain Hills has existing traffic signal pull boxes and conduit for the intersection, which will be modified with this project. The following utility companies have facilities in the area and may have possible conflicts with the proposed construction. CenturyLink Dennis Aust (480) 243-1752 CenturyLink maintains facilities in the area, protect in place. When crossing CenturyLink facilities the Contractor shall pothole to determine the depth and maintain a minimum of 12 inches vertical and horizontal separation from the proposed facilities. Support and protection is required for all CenturyLink facilities during construction. In the event CenturyLink facilities need to be removed or relocated, all costs shall be at the Contractor expense. Cox Communications Zachary O. Killin (602) 694-1418 Cox Communications maintains CCTV facilities in the area, protect in place. The exact locations of these facilities are not affirmed. When crossing Cox Communications facilities the Contractor shall pothole to determine the depth and maintain a minimum of 12 inches vertical and horizontal clearance from the proposed facilities. Support and protection is required for all Cox Communications facilities during construction. Notify Cox Communications Engineering Department of all utility coordination meetings, pre - construction meetings, and construction schedules including the anticipated construction date. In the event CenturyLink facilities need to be removed or relocated, all costs shall be at the Contractor expense. Allow 45 -days to resolve undetermined conflicts that arise as a result of Page 3 of 12 the construction of this project. Cox Communications does not maintain installation records of customer drops that may conflict with this project. Salt River Project (SRP) SRP Blue Stake (602) 236-8026 SRP maintains underground 12KV distribution facilities in the area. Facilities require a minimum ground coverage of 48 inches over underground facilities. In the event Centuryl-ink facilities need to be relocated or converted, all costs shall be at the Contractor expense. If plans are modified to avoid possible conflict and/or relocation of existing SRP underground facilities, SRP New Business Distribution Design will need a set of the revised plans. Southwest Gas Norma Jardin (480) 730-3857 Southwest Gas maintains natural gas pipeline facilities in the area. When crossing Southwest Gas facilities the Contractor shall pothole to determine the depth and maintain a minimum of 12 inches face to face clearance at the point of crossing. There may be abandoned steel gas lines within the proposed construction that are potentially coated or wrapped with unidentified materials, which shall be treated as potentially containing asbestos. Whenever such a pipe is in direct conflict and requires removal, it must only be done so by one of Southwest Gas' NESHAP certified contractors. In the event an abandoned steel gas line needs to be removed, all costs shall be at the Contractor expense. Coordinate with Southwest Gas in advance to coordinate any removal. MAG SECTION 350 REMOVAL OF EXISTING IMPROVEMENTS 350.3 MISCELLANEOUS REMOVAL AND OTHER WORK: Add the following new Subsections: (1) Remove and Salvage Electrical Conductors The work consists of furnishing all labor, equipment, and materials necessary to remove and dispose of conductors and detection devices as shown on the plans. Existing traffic signal shall remain in operation until new signal is ready for operation. All existing conductors shall be salvaged and delivered to the Town, by the Contractor in accordance with local ordinances. Existing conduit may be abandoned in place as shown on the plans. Section 350.4 is modified to add. 350.4 PAYMENT: (1) Remove and Salvage Electrical Conductors The work consists of furnishing all labor, equipment, and materials necessary to remove and salvage existing conductors as shown on the plans. Page 4 of 12 Existing traffic signal shall remain in operation until new signal conduit and pull boxes are in place and ready for switch over. All existing conductors shall be salvaged and delivered to the Town by the Contractor in accordance with local ordinances. Existing conduit may be abandoned in place as shown on the plans. Removal and salvaging of existing conductors shall be measured and paid at the contract lump sum price included in Bid Item 350.04001. The following Section is hereby added to Part 400 of the MAG Standard Specifications: MAG SECTION 471 ELECTRICAL UNDERGROUND INSTALLATION 471.1 DESCRIPTION: The work under this section shall consist of furnishing and installing electrical conduit, and pull boxes for traffic signals including jacking, drilling, excavating placing and compacting backfill material in accordance with the locations shown on the Traffic Signal Plan. Work shall conform to Section 732 of the ADOT Standard Specifications, all applicable drawings of the ADOT Standard Drawings, these specifications, and the plans. 471.2 MATERIALS: 471.2.1 Electrical Conduit: All conduits shall be PVC in accordance with Subsection 732-2.02 of the ADOT Standard Specifications with the exception of conduits that are installed above ground which shall be rigid metal conduits in accordance with Subsection 732-2.02 of the ADOT Standard Specifications. Unless otherwise shown on the plans, bends, conduit fittings, expansion joints, 36 inch sweeps and other conduit accessories not specifically mentioned shall be from a material similar to the connecting conduit. All conduit and conduit fittings shall be listed by UL, and conform to NEC standards. Except as specified below, all conduit to be installed underground or in concrete structures shall be rigid polyvinyl chloride (PVC) conforming to the requirements of UL 651 for Rigid Nonmetallic Conduit. PVC conduit and conduit fittings shall be Schedule 80, heavy wall, manufactured from high impact material and shall be rated for use at 90 degrees C. High Density Polyethylene (HDPE) conduit will be considered for approval for directional boring applications. All exposed conduit and conduit fittings to be installed above ground shall be rigid metallic type manufactured of galvanized steel conforming to requirements of UL 6 for Rigid Metallic Conduit and to NEC standards. 471.2.2 Conduit Warning Tape: Conduit warning tape shall be a four (4) mil inert plastic film specially formulated for prolonged use underground and shall be a minimum of 3 inches wide. All tape shall be highly resistant to alkalis, acids, and other destructive agents found in the soil. Page 5 of 12 Tape shall have a continuous printed message warning of the location of underground conduits. The message shall be in permanent ink formulated for prolonged underground use and shall bear the words, 'CAUTION --ELECTRIC LINE BURIED BELOW' in black letters on a red background. 471.2.3 Pull Boxes: Pull boxes, pull box covers and pull box extensions shall be constructed of polymer concrete with reinforced heavy -weave fiberglass. Pull boxes and covers shall be concrete gray color and rated for no less than 8,000 lbs. over a 10 inch x 10 inch area and be designed and tested to temperatures of -55 degrees F. Material compressive strength shall be no less than 1584 ksf. Covers shall have a minimum coefficient of friction of 0.5. Pull boxes shall be stackable for extra depth. Covers shall be secured with two (2) 3/8 inch corrosion resistant metallic hex bolts with corrosion resistant metallic washers. The words "TRAFFIC SIGNAL" shall be cast in the pull box covers in 1 -inch high letters. At the request of the Town the Contractor shall furnish shop drawings of the pull boxes. Chipped or cracked pull boxes, covers and extensions will not be accepted. Pull boxes of the type specified on the Traffic Signal Plan shall be furnished and installed at the locations shown on the plans. All relocation of pull boxes to avoid structures and/or other conflicts shall be approved by the Town and documented by the Contractor on the as -built traffic signal plans. Pull boxes shall be set and adjusted so that they are flush at curb or sidewalk grade. When no grade is established pull boxes shall be set as requested by the Town. All pull box covers shall be secured with the required bolts and washers before final acceptance of the project. All pull boxes shall be left in a clean condition, free of dirt and debris upon completion of the work. 471.3 CONSTRUCTION REQUIREMENTS: 471.3.1 Installation of Electrical Conduit and Pull Boxes: (A) General Requirements: Conduit shall be furnished and installed at the locations and of the sizes shown on the Traffic Signal Plan. Unless changes are necessary to avoid underground obstructions all underground conduit shall be installed in a straight line from pull box to pull box and/or from foundation to pull box and shall be of one continuous size. Any change in conduit routing must be approved by the Town and documented by the Contractor on as- built traffic signal plans. All PVC conduits shall be stored and handled in an approved manner to minimize ultraviolet deterioration due to exposure to sunlight. The PVC conduit shall be cut square and trimmed to remove all rough edges. PVC conduit connections shall be of the solvent weld type. Purple primer conforming to the requirements of Page 6 of 12 ASTM F 656 shall be applied to the joined surfaces prior to use of cement. The joint cement shall be the gray PVC cement conforming to the requirements of ASTM D 2564. Where a connection is made to rigid metallic conduit, the coupling used shall be a PVC female adapter. Expansion joint fittings shall not be installed in PVC conduit runs between pull boxes unless specified. Expansion joint fittings shall be installed in conduit runs in which both ends of the conduit are fixed in place, such as conduit runs between two foundations. Expansion joint fittings shall be installed in conduit runs which cross a concrete structure expansion joint. Approved expansion fittings shall allow for a linear thermal expansion of up to 6 inches. Conduit embedded in concrete structures shall be securely attached to the reinforcing steel at intervals of approximately 12 inches. Expansion fittings shall be installed where conduit crosses expansion joints in the structure. Where bonding is not continuous, expansion fittings shall be provided with a bonding jumper of number 6 AWG flexible wire. Where it is not possible to use expansion fittings, sleeves of sufficient size shall be installed to provide a minimum 1/2 inch clearance between the conduit and the inside wall of the sleeve. The sleeve shall be discontinuous at the expansion joints All existing conduits and conduit embedded in concrete structures shall be cleaned out with a mandrel and blown out with compressed air. Field PVC conduit bends shall be made without crimping or flattening, using the longest radius practical but not less than specified by the NEC. Collapsed conduit, no matter how small, is not acceptable. The number of bends between pull boxes or between pull box and foundations shall not contain more than equivalent of two quarter bends (180 degrees, total), including the bends at the pull boxes or foundations, unless authorized by the Town. The Contractor shall place warning tape (as specified in Section 471.2.2) in all open trenches in which conduit is placed. All warning tape shall be buried at a depth of 12 inches above the conduit. Where conduit is to be installed under existing roadway pavement by jacking or drilling methods, the jacking and/or drilling pits shall be kept 2 feet clear of the edge of the pavement. Installation of conduit for underground electrical service shall be in accordance with the ADOT Standard Details and as shown on the Traffic Signal Plan. (B) Conduit Routing and Underground Obstructions: Conduit runs shown on the plans are depicted to indicate the intended path from point to point. The actual pathway shall be field staked prior to any excavation and shall be modified as necessary, as approved and directed by the Town, to avoid obstacles and obstructions that will prevent ease of installation, obstacles and future maintenance or conformance with appropriate codes and specifications. Final conduit locations shall be documented and submitted to the Town in the form of an as -built drawing. Page 7 of 12 (C) Conduit Depth Requirements: Conduits installed in protected areas such as behind curbs, under side -walks, etc. that are not subject to any vehicular traffic shall be at a minimum depth of 24 inches below final grade. Conduits installed under roadways, driveways, or any open area where there is the possibility of vehicular traffic, shall be installed at a minimum depth of 36 inches below final grade. When conduit cannot be installed at the minimum depth, it shall be completely encased in 3 inches of Class C concrete in accordance with Section 725 of the MAG Standard Specifications. (D) Trenching, Backfilling and Compaction: Trenches shall not be excavated wider than necessary for the proper placement of conduit and pull boxes. Trenching shall be done in accordance with MAG Section 601, Backfilling, compaction and bedding of conduit runs shall be in accordance with Section 601.4.9 of the MAG Standard Specifications. Open trench excavation across any existing paved areas, shall have two (2) parallel cuts made at a distance not to exceed 16 inches. All removal and replacement of existing paved areas shall be in accordance with Section 336 of the MAG Standard Specifications. Open trench excavation across an existing Portland concrete area shall have two (2) parallel cuts made at a distance not to exceed 16 inches. All removal and replacement of existing Portland concrete areas shall be done in accordance with Section 336 of the MAG Standard Specifications. After each excavation is complete and materials in place, the Contractor shall notify the Town for inspection, and under no circumstances shall any underground material or equipment be covered with fill without proper approval. (E) Conduit by Trenchless Methods: Conduit under existing pavement, curbs and gutters, sidewalks, concrete flatwork, textured or decorative surfaces, and at other specified locations, shall be installed by Horizontal Directional Boring (HDB) or Horizontal Directional Drilling (HDD) methods. Use of either method is allowed, subject to approval by the Town Engineer. Conduit installation in areas where trenching would typically be allowed may be installed by trenchless method, if preapproved by the Town as a means of facilitating installation or mitigating potential damage to existing surface and subsurface elements. The proposed bore profile shall be submitted to the Town, after the contractor has completed the necessary potholing, and approved prior to beginning the operation at each location. Directional boring/drilling shall be used to install all conduits along a prescribed path from the surface with minimal impact to the surrounding area. Installation shall be performed in accordance with industry standards and as directed by the Town Engineer. The contractor's installation process shall utilize the "walkover" locating system, or other Town approved equivalent, for determining the installation profile. The installation equipment shall register the depth, angle, rotation and directional data. At the surface, equipment shall be used to gather the data and relay the information to the equipment operator. Page 8 of 12 Excavation and backfill of excavated pits shall be in accordance with the requirements of Subsection 203-5.03 (B) (4). When enlargement of an installation hole is necessary, the hole shall be at least 25 percent larger than the conduit to be installed, unless otherwise specified by the Town. Pulling equipment such as grips, pulling eyes, and other attachment hardware external to the conduit will be permitted as long as a wooden dowel is placed inside the conduit to prevent it from collapsing at the point of attachment when pull tension is at its peak. A swivel shall be used with all pulling hardware when pulling back the conduit into the installation path. Drilling fluid shall be pumped down the hole to provide lubrication for the conduit as it is pulled in. The pulling tension for installing conduit into the installation path shall not exceed 75 percent of the conduit manufacturer's tensile strength rating in order to prevent the conduit from "necking down" or deforming. All final installation profiles shall be submitted to the Town. 471.4 MEASUREMENT: Conduit will be measured by the LINEAR FOOT for each diameter size regardless of method of installation. Where multiple conduits will be placed in a single trench or Directional Drill (including but not limited to Bid Items 471.61214, 471.61314, and 471.61320 measurement shall be by the linear foot of trench or directional bore. For example, in a 100 -foot trench or direction bore where two 3" conduits will be installed, measurement shall be made by the linear foot of trench or directional bore (100 feet) not the total length of conduit installed (200 feet). The total length of conduit shall be included in the LINEAR FOOT measurement. Pull boxes will be measured as a unit for EACH pull box size. No measurement or direct payment will be made for furnishing or installing pull tape, the cost being considered as included in the cost of the contract items. E,VA&�:7-1vi Ji1:4►116 The accepted quantities of conduit, measured as provided above, will be paid for at the contract unit price per LINEAR FOOT, which shall be full compensation for the item, complete in place, including excavation, backfill, warning tape, pull rope or bond wire and any incidentals necessary to complete the work. No direct payment will be made for rigid metal conduit bends or rigid non-metallic conduit bends at pull boxes, expansion fittings and coupling fittings, the cost being considered as included in the contract price for the conduit items. The accepted quantities for pull boxes, measured as provided above, will be paid for at the contract unit price, EACH, which shall be full compensation for the item, contract unit price, including any excavating, backfilling and landscaping necessary to complete the work. The following Section is hereby added to the MAG Standard Specifications: Page 9 of 12 MAG SECTION 478 ELECTRICAL CONDUCTORS 478.1 DESCRIPTION: Work shall conform to Section 732 of the ADOT Standard Specifications, ADOT Standard Drawings, the Town requirements, and the project plans. All IMSA 5 -Conductor, 7 -Conductor and 20 -Conductor cable shall have the individual wires color -coded (solid and stripe), to be wired at the MAST and PED terminal compartment, in accordance with the Town's Conductor details provided in Appendix A herein. The contractor shall be responsible for obtaining a color version of this standard from the Town for use in the field. All cables shall be installed home run from the controller cabinet to the signal pole terminal compartment, with no IMSA splices allowed in the pull boxes. All cabling from the controller to the signal pole terminal compartment shall be solid wire, 20 conductor or 7 conductor #14 AWG IMSA cable. All cabling from the terminal compartment to the signal heads shall be stranded. The Town will provide the terminal block layout wiring for each quadrant at each intersection prior to any work. Main Direction Tape color codes for traffic signal wiring shall be in accordance with City of Scottsdale Standard Detail 2141. See Appendix A for Terminal Block Color Coding and wiring. The following Section is hereby added to the MAG Standard Specifications: MAG SECTION 485 VIDEO DETECTION SYSTEM (4 -CAMERA) 485.1 DESCRIPTION: The work under this section shall consist of furnishing all materials, equipment and labor for installing a Video Detection System at the Fountain Hills Boulevard and Palisades Boulevard. Video Detection System shall conform to the Town of Fountain Hills Video Detection Specifications provided in Appendix B herein and shall conform to Section 735 of the ADOT Standard Specifications. Section 735 is modified to add the following: 735-3 Construction Requirements: of the ADOT Standard Specifications is modified to add: (G) Video Detection: The Contractor is responsible for installing all components, making all connections and adjusting cameras for the video detection system. Page 10 of 12 Video detection video cables shall run unspliced to the controller cabinet. Video detection video and power cables shall be clearly tagged and marked in the controller cabinet and each pull box they pass through, designating the direction, phase or corner served. The Contractor is responsible for insuring that the video detection system is properly aimed and ready for activation prior to the date of turn -on of the video detection system. Set-up shall be coordinated with the Town. The contractor shall make any adjustments to camera aiming or cabling, as requested by Town personnel, including providing any necessary traffic control as a component of the video detection bid item. The supplier of the video detection system shall supervise the installation and testing of the video detection system. A factory certified representative from the supplier shall be on- site during installation and activation. The Contractor shall coordinate with the Town for the scheduling of the supplier's factory representative for the installation and the activation of the video detection system. The Contractor is advised that he does not have direct access into the traffic signal controller cabinet. All access for work within the cabinet must be coordinated with the Town. 735-4 Method of Measurement: The first paragraph of the ADOT Standard Specifications is revised to read: Video detection system will be measured on a per each basis for each intersection location for the video detection system, installed at the Fountain Hills Boulevard and Palisades Boulevard intersection, complete in place, in the permanent configuration. 735-5 Basis of Payment: The first paragraph of the ADOT Standard Specifications is revised to read: The video detection system, measured as provided above, will be paid for at the contract price for the video detection system installed, complete in place, which price shall be full compensation for the work required to provide a fully functional video camera detection system as described herein and on the project plans. Page 11 of 12 THIS PAGE INTENTIONALLY LEFT BLANK Page 12 of 12 l_1» 4 ki 11] I:I_1 TOWN OF FOUNTAIN HILLS IMSA 20 CONDUCTOR CABLE FOR MAST AND PED TERMINAL BLOCKS IMSA 20 Conductor Cable 2-11 -09 Town of Fountain Hills 0 MAST PED Terminal Terminal Block Figure 1— Appendix A Page 1 Block mo �8 00 00 MM M= Mr�771 Figure 1— Appendix A Page 1 Block SRP—TM—TP-Master-902 mo �8 00 00 MM M= M= SRP—TM—TP-Master-902 APPENDIX B TOWN OF FOUNTAIN HILLS VIDEO DETECTION SPECIFICATION SPECIFICATION FOR A MODULAR (MULTI OR SINGLE CAMERA) VIDEO DETECTION SYSTEM General This specification sets forth the minimum requirements for a system that detects vehicles on a roadway using only video images of vehicle traffic. 1.1 System Hardware The video detection system (VDS) shall consist of up to four video cameras, a video detection processor (VDP) capable of processing from one to four video sources, output extension modules, video surge suppressors and a pointing device. 1.2 System Software The system shall include software that detects vehicles in multiple lanes using only the video image. Detection zones shall be defined using only an on -board video menu and a pointing device to place the zones on a video image. Up to 24 detection zones per camera view shall be available. A separate computer shall not be required to program the detection zones. 2. Functional Capabilities 2.1 Available System Configuration a. The VDS will be deployed at locations where site conditions and roadway geometry vary. The VDS system may also be deployed at locations where existing cabinets or equipment exist. Existing site configurations will dictate the availability of cabinet space and VDS usage. b. The proposed VDS shall be available in various configurations to allow maximum deployment flexibility. Each configuration shall have identical user interface for system setup and configuration. The communications protocol to each configuration shall be identical and shall be hardware platform independent. The proposed VDS shall have multiple configurations available for deployment as described in Table 1. Table 1. VDS Configuration Description No. Video No. Video Mounting Power Supply Inputs Outputs Configuration Requirements Dual -Channel 2 1 Rack Mount (Type 12/24VDC Power Rack Mounted 170 or NEMA TS -1, From Rack TS -2 Racks) 2.2 System Interfaces The following interfaces shall be provided for each of the configurations identified in Table 1. a. Video Input: Each video input shall accept RS170 (NTSC) or CCIR (PAL) signals from an external video source (camera sensor, DVD or video tape player). The interface connector shall be BNC type and shall be located on the front of the video processing unit. For four -channel VDPs, an adapter cable that converts a DB 15 interface to 4 individual BNC connectors shall be used. The video input shall have the capability to select 75 -ohm or high impedance (Hi -Z) termination. b. Video Lock LED: A LED indicator shall be provided to indicate the presence of the video signal. The LED shall illuminate upon valid video synchronization and turn off when the presence of a valid video signal is removed. c. Video Output: One video output shall be provided. The video output shall be RS170 or CCIR compliant and shall pass through the input video signal. For multi -channel video input configurations, a momentary push-button shall be provided on the front panel to toggle through each input video channel. In the absence of a valid video signal, the channel shall be skipped and the next valid video signal shall be switched. The video output shall have the capability to show text and graphical overlays to aid in system setup. The overlays shall display real-time actuation of detection zones upon vehicle detection or presence. Overlays shall be able to be turned off by the user. Control of the overlays and video switching shall also be provided through the serial communications port. The video output interface connector shall be positive locking BNC type. Friction type (e.g. RCA type) connectors shall not be allowed. d. Serial Communications: A serial communications port shall be provided on the front panel. The serial port shall compliant with EIA232 electrical interfaces and shall use a DB9 type connector. The serial communications interface shall allow the user to remotely configure the system and/or to extract calculated vehicle/roadway information. The interface protocol shall be documented or interface software shall be provided. The interface protocol shall support multi - drop or point -to -multipoint communications. Each VDS shall have the capability to be addressable. e. Contact Closure Output: Open collector contact closure outputs shall be provided. Four (4) open collector outputs shall be provided for the single, dual or quad channel rack -mount configuration. Additionally, the VDPs shall allow the use of extension modules to provide up to 24 open collector contact closures per camera input. Each open collector output shall be capable of sinking 30 mA at 24 VDC. Open collector outputs will be used for vehicle detection indicators as well as discrete outputs for alarm conditions. f. Logic Inputs: Logic inputs such as delay/extend or delay inhibit shall be supported through the appropriate detector rack connector pin or front panel connector in the case of the I/O module. For VDPs and extension modules, 4 inputs shall be supported. The 1/0 module shall accommodate eight (8) inputs. g. Detection LEDs: LEDs shall be provided on the front panel. The LEDs shall illuminate when a contact closure output occurs. Rack -mounted video processors shall have a minimum of four (4) LEDs. Rack -mounted extension modules shall have two (2), four (4) or eight (8) LEDs (depending upon extension module type) to indicate detection. h. Test Switches: The front panel of the VDP shall have detector test switches to allow the user to place calls on each channel. The test switch shall be able to place either a constant call or a momentary call depending on the position of the switch. i. Mouse Port: A USB mouse port shall be provided on the front panel of the rack mount video processing unit. The mouse port shall not require special mouse software drivers. The mouse port shall be used as part of system setup and configuration. A mouse shall be provided with each video processor. j. Extension Modules: Extension modules (EM) shall be available to eliminate the need of rewiring the detector rack, by enabling the user to plug an extension module into the appropriate slot in the detector rack to provide open collector outputs. The extension module shall be connected to the VDP by an 8 -wire twisted -pair cable with modular connectors. VDP and EM communications shall be accommodated by methods using differential signals to reject electrically coupled noise. The extension module shall be available in both 2 and 4 channel configurations. EM configurations shall be programmable from the VDP. A separate 1/0 module with 32 outputs and 8 inputs using external wire harness for expanded flexibility shall also be available. 2.3 General System Functions a. Detection zones shall be programmed via an on board menu displayed on a video monitor and a pointing device connected to the VDP. The menu shall facilitate placement of detection zones and setting of zone parameters or to view system parameters. A separate computer shall not be required for programming detection zones or to view system operation. b. The VDP shall store up to three different detection zone patterns. The VDP can switch to any one of the three different detection patterns within 1 second of user request via menu selection with the pointing device. Each configuration shall be uniquely labeled and able to be edited by the user for identification. The currently active configuration indicator shall be displayed on the monitor. c. The VDP shall detect vehicles in real time as they travel across each detection zone. d. The VDP shall accept new detection patterns from an external computer through the EIA232 port when the external computer uses the correct communications protocol for downloading detection patterns. A WindowsTM-based software designed for local or remote connection and providing video capture, real-time detection indication and detection zone modification capability shall be provided with the system. e. The VDP system shall have the capability to automatically switch to any one of the stored configurations based on the time of day which shall be programmable by the user. f. The VDP shall send its detection patterns to an external computer through the EIA232 port when requested when the external computer uses the appropriate communications protocol for uploading detection patterns. g. The VDP shall default to a safe condition, such as a constant call on each active detection channel, in the event of unacceptable interference or loss of the video signal. h. The system shall be capable of automatically detecting a low -visibility condition such as fog and respond by placing all defined detection zones in a constant call mode. A user -selected alarm output shall be active during the low -visibility condition that can be used to modify the controller operation if connected to the appropriate controller input modifier(s). The system shall automatically revert to normal detection mode when the low -visibility condition no longer exists. 3. Vehicle Detection 3.1 Up to 24 detection zones per camera input shall be supported and each detection zone can be sized to suit the site and the desired vehicle detection region. 3.2 The VDP shall provide up to 24 open collector output channels per camera input using one or more extension modules. 3.3 A single detection zone shall be able to replace multiple inductive loops and the detection zones shall be OR'ed as the default or may be AND'ed together to indicate vehicle presence on a single phase of traffic movement. 3.4 Placement of detection zones shall be done by using only a pointing device, and a graphical interface built into the VDP and displayed on a video monitor, to draw the detection zones on the video image from each video camera. No separate computer shall be required to program the detection zones. 3.5 Up to 3 detection zone patterns shall be saved for each camera within the VDP memory. The VDP's memory shall be non-volatile to prevent data loss during power outages. 3.6 The activation of the detection zone pattern for current use shall be done through a local menu selection. It shall be possible to activate a detection zone pattern from VDP memory and have that detection zone pattern displayed within 1 second of activation. 3.7 When a vehicle is detected within a detection zone, the corners of the detection zone shall activate on the video overlay display to confirm the detection of the vehicle. 3.8 Detection shall be at least 98% accurate in good weather conditions, with slight degradation possible under adverse weather conditions (e.g. rain, snow, or fog) which reduce visibility. Detection accuracy is dependent upon site geometry, camera placement, camera quality and detection zone location, and these accuracy levels do not include allowances for occlusion or poor video due to camera location or quality. 3.9 The VDP shall provide dynamic zone reconfiguration (DZR). DZR enables normal operation of existing detection zones when one zone is being added or modified during the setup process. The new zone configuration shall not go into effect until the configuration is saved by the operator. 3.10 Detection zone setup shall not require site specific information such as latitude and longitude to be entered into the system. 3.11 The VDP shall process the video input from each camera at 30 frames per second. Multiple camera processors shall process all video inputs simultaneously. 3.12 The VDP shall output a constant call during the background learning period of no more than 3 minutes. 3.13 3.13 Detection zone outputs shall be configurable to allow the selection of presence, pulse, extend, and delay outputs. Timing parameters of pulse, extend, and delay outputs shall be user definable between 0.1 to 25.0 seconds. 3.14 Up to six detection zones per camera view shall have the capability to count the number of vehicles detected. The count value shall be internally stored for later retrieval through the EIA232 port. The zone shall also have the capability to calculate and store average speed and lane occupancy at bin intervals of 10 seconds, 20 seconds, 1 minute, 5 minutes, 15 minutes, 30 minutes and 60 minutes. 4. 4. VDP and EM Hardware 4.1 The VDP and extension module (EM) shall be specifically designed to mount in a standard detector rack, using the edge connector to obtain power, provide contact closure outputs and accept logic inputs (e.g. delay/extend). No adapters shall be required to mount the VDP or EM in a standard detector rack. Detector rack rewiring shall not be required. The EM shall be available to avoid the need of rewiring the detector rack, by enabling the user to plug an extension module into the appropriate slot in the detector rack. The extension module shall be connected to the VDP by an 8 -wire cable with modular connectors, and shall output contact closures in accordance with user selectable channel assignments. The EM is available in 2, 4, or 32 channel configurations. 4.2 Input Power The VDP and EM shall be powered by 12 or 24 volts DC. VDP and EM modules shall automatically compensate for either 12 or 24 VDC operation. VDP power consumption shall not exceed 7.5 watts. The EM power consumption shall not exceed 3 watts. 4.3 Input and Outputs The VDP and EM shall include detector input and output pin out compatibility with industry standard detector racks. The 32 -channel EM shall accommodate inputs through a 15 -pin "D" connector and shall provide outputs through a 37 -pin "D" connector on the front panel. 4.4 Video Inputs VDPs shall include one, two or four BNC video input connections suitable for composite video inputs. The video input shall include a switch selectable 75 -ohm or high impedance termination to allow camera video to be routed to other devices, as well as input to the VDP for vehicle detection. 4.5 Video Outputs The front of the VDP shall include one BNC video output providing real time video output that can be routed to other devices. 4.6 Operating Temperature The VDP shall operate satisfactorily in a temperature range from -34 °C to +74 °C and a humidity range from 0%RH to 95%RH, non -condensing as set forth in NEMA specifications. 4.7 Status Indicators The front face of the VDP shall contain indications, such as LED displays, to enable the user to view real time detections for each channel of detection when the system is operational. 4.8 Serial Communication Port The VDP shall include an EIA232 port for serial communications with a remote computer. This port shall be a 9 -pin "D" subminiature connector on the front of the VDP. 4.9 On -board Memory The VDP shall utilize non-volatile memory technology to enable the loading of modified or enhanced software through the EIA232 port and without modifying the VDP hardware. 4.10 Video Surge Suppression An Edco CX -06M video surge suppresser shall be provided for each video input. The surge suppresser shall be directly grounded to the cabinet ground rod using 14 AWG minimum. 5. Camera Sensor To accommodate deployment flexibility, two variations of the camera sensor shall be available from the VDS supplier. The VDS supplier shall offer a standard camera sensor that is compatible with the VDP. The supplier shall also offer an advanced camera sensor with different functional attributes to further ease installation and maintenance. 5.1 The following are the unique attributes that apply to the advanced camera sensor only. a. The advanced camera enclosure shall utilize Indium Tin Oxide (ITO) technology for the heating element of the front glass. The transparent coating shall not impact the visual acuity and shall be optically clear. b. Cable terminations at the camera for video and power shall not require crimping or special tools. The video termination shall only require a coax stripper and a screw driver. No connectors (e.g. BNC) shall be required. The power termination shall only require a standard wire stripper and screw driver. C. The camera sensor shall allow the user to set the focus and field of view either at the camera sensor or from the controller cabinet. Camera sensor control from the controller cabinet shall communicate over the coaxial cable. No additional wires shall be required. 5.2 The video cameras used for traffic detection shall be furnished by the VDS supplier and shall be qualified by the supplier to ensure proper system operation. 5.3 The camera shall produce a useable video image of the bodies of vehicles under all roadway lighting conditions, regardless of time of day. The minimum range of scene luminance over which the camera shall produce a useable video image shall be the minimum range from nighttime to daytime, but not less than the range 1.0 lux to 10,000 lux. 5.4 The camera shall be digital signal processor (DSP) based and shall use a sensing element and shall output color video with resolution of not less than 470 TV lines. The imager shall have a minimum effective area of 768(h) x 494(v) pixels. 5.5 The camera shall include an electronic shutter control based upon average scene luminance and shall be equipped with an auto -iris lens that operates in tandem with the electronic shutter. 5.6 The imager luminance signal-to-noise ratio (S/N) shall be more than 50 dB. 5.7 The camera shall utilize automatic white balance. 5.8 The camera shall include a variable focal length lens with variable focus that can be adjusted, without opening up the camera housing, to suit the site geometry by means of a portable interface device designed for that purpose and manufactured by the detection system supplier. 5.9 The horizontal field of view shall be adjustable from 5.4 to 50.7 degrees minimum. A single camera configuration shall be used for all approaches in order to minimize the setup time and spares required by the user. 5.10 The lens shall also have an auto -focus feature with a manual override to facilitate ease of setup. 5.11 The camera shall incorporate the use of preset positioning that store zoom and focus positioning information. The camera shall have the capability to recall the previously stored preset upon application of power. 5.12 The camera electronics shall employ automatic gain control (AGC) to produce a satisfactory image at night. 5.13 The camera shall be housed in a weather -tight sealed enclosure. The enclosure shall be made of 6061 anodized aluminum. The housing shall be field rotatable to allow proper alignment between the camera and the traveled road surface. 5.14 The enclosure shall be design so that the pan, tilt and rotation of the camera assembly can be accomplished independently without affecting the other settings. 5.15 The glass face on the front of the enclosure shall have an anti -reflective coating to minimize light and image reflections. 5.16 The camera enclosure shall be equipped with a sunshield. The sunshield shall include a provision for water diversion to prevent water from flowing in the camera's field of view. The camera enclosure with sunshield shall be less than 6" diameter, less than 18" long, and shall weigh less than 6 pounds when the camera and lens are mounted inside the enclosure. 5.17 The camera enclosure shall include a proportionally controlled heater to assure proper operation of the camera system at low temperatures and prevent moisture condensation on the optical faceplate of the enclosure. 5.18 When mounted outdoors in the enclosure, the camera shall operate satisfactorily in a temperature range from -34 °C to +60 °C and a humidity range from 0% RH to 100% RH. 5.19 The camera shall be powered by 120-240 VAC 50/60 Hz. Power consumption shall be 45 watts or less under all conditions. 5.20 Recommended camera placement height shall be 33 feet (or 10 meters) above the roadway, and over the traveled way on which vehicles are to be detected. For optimum detection the camera should be centered above the traveled roadway. The camera shall view approaching vehicles at a distance not to exceed 350 feet for reliable detection (height to distance ratio of 10:100). camera placement and field of view (FOV) shall be unobstructed and as noted in the installation documentation provided by the supplier. 5.21 The camera enclosure for the standard camera sensor shall be equipped with separate, weather -tight connections for power and video cables at the rear of the enclosure. These connections may also allow diagnostic testing and viewing of video at the camera while the camera is installed on a mast arm or pole using a lens adjustment module (LAM) supplied by the VDS supplier. Video and power shall not be connected within the same connector. 5.22 The video signal output by the camera shall in accordance with NTSC and PAL format standards and shall be able to transmit VDP-usable video signals up to 1000 feet. 5.23 The video signal shall be fully isolated from the camera enclosure and power cabling. 6. Installation 6.1 The coaxial cable to be used between the camera and the VDP in the traffic cabinet shall be Belden 8281. This cable shall be suitable for installation in conduit or overhead with appropriate span wire. BNC plug connectors shall be used where applicable. The coaxial cable, BNC connector, and crimping tool shall be approved by the supplier of the video detection system, and the manufacturer's instructions must be followed to ensure proper connection. 6.2 The power cabling shall be 16 AWG three -conductor cable with a minimum outside diameter of 0.325 inch and a maximum diameter of 0.490 inch. The cabling shall comply with the National Electric Code, as well as local electrical codes. Cameras may acquire power from the luminaire if necessary. 6.3 The video detection camera shall be installed by factory -certified installers as recommended by the supplier and documented in installation materials provided by the supplier. Proof of factory certification shall be provided. 7. Limited Warranty 7.1 The supplier shall provide a limited three-year warranty on the video detection system. 7.2 During the warranty period, technical support shall be available from the supplier via telephone within 4 hours of the time a call is made by a user, and this support shall be available from factory -certified personnel or factory -certified installers. 7.3 During the warranty period, updates to VDP software shall be available from the supplier without charge. 8. Maintenance and Support 8.1 The supplier shall maintain an adequate inventory of parts to support maintenance and repair of the video detection system. These parts shall be available for delivery within 30 days of placement of an acceptable order at the supplier's then current pricing and terms of sale for said parts. 8.2 The supplier shall maintain an ongoing program of technical support for the video detection system. This technical support shall be available via telephone, or via personnel sent to the installation site upon placement of an acceptable order at the supplier's then current pricing and terms of sale for on site technical support services. 8.3 Installation or training support shall be provided by a factory -authorized representative and shall be a minimum IMSA -Level II Traffic Signal Technician certified. 8.4 All product documentation shall be written in the English language. FOUNTAIN HILLS BOULEVARD AND PALISADES BOULEVARD TRAFFIC SIGNAL IMPROVEMENTS PLANS TOWN OF FOUNTAIN HILLS, ARIZONA FOUNTAIN HILLS BLVD AND PALISADES BLVD TRAFFIC SIGNAL IMPROVEMENTS C2016-173 ��TAIN�4 1 e •9'f t� S AY�p`b N.T.S. MAYOR LINDA KAVANAGH TOWN COUNCIL DENNIS BROWN NICK DePORTER CASSIE HANSEN HENRY LEGER ALAN MAGAZINE CECIL YATES TOWN MANAGER GRADY MILLER DEVELOPMENT SERVICES DIRECTOR PAUL MOOD TOWN ENGINEER RANDY HARREL UTUTY COMPANY CONTACT PERSON PHONE E07 OATS RECEIVED CENTURY LINK DENNIS AUST 480 243-1]52 NOVEMBER 19, 2015 NOVEMBER 30, 2015 CHAPARRAL CITY WATER COMPANY MICHAEL MELMA fi02 3]]-2295 NOVEMBER 19, 2015 DECEMBER 2, 2015 li COX COMMUNICATIONS ZACHARY 0. KILUN 602 fi94-1418 NOVEMBER 19. 2015 DECEMBER 1, 2015 FOUNTAIN HILLS SANITARY DIST. JEFF WARRING 480 ]9]-1091 NOVEMBER 19, 2015 DECEMBER 2, 2015 FOUR PEAKS MIKE HARSO 602 828-2651 NOVEMBER 19, 2015 DECEMBER 3, 2015 SALT RIVER PROJECT SRP BLUE STAKE 602 236-802fi NOVEMBER 19. 2015 DECEMBER 2. 2015 SOUTHWEST GAS NORMA JARDIN 460 ]30-J85] NOVEMBER 19, 2015 DECEMBER 11, 2015 TOWN OF FOUNTAIN HILLS JIM MICHALAK 602 ]21-5639 NOVEMBER 19, 2015 DECEMBER 2, 2015 INDEX OF SHEETS SHEET NO SHEET NAME DESCRIPTION 1 TS01 COVER 2 TS02 GENERAL NOTES AND LEGEND 3 TS03 TRAFFIC SIGNAL PLAN 4 TS04 CONDUCTOR SCHEDULE I I I wwq� Iwa�im J z Li LL a MJ W N uj Q N J Q ❑ co W J J_ 2 Z R h Z ISTATE I PRODC20161)3. N0. Slf1 I TOTAL � oll" y . , gftlL TRAFFIC SIGNAL GENERAL NOTES: LEGEND: 0 I. ALL MATERIALS AND INSTALLATION SHALL CONFORM TO THE ADOT STANDARD SPECIFICATIONS, 2008, AND THE ADOT 'TRAFFIC SIGNALS AND LIGHTING" STANDARD DRAWING, LATEST EDITION, AND AS MODIFIED BY THE TOWN OF FOUNTAIN HILLS. 2. THE LOCATION OF UTILITIES AND EXISTING CONDUITS AND SLEEVES SHOWN ON THE PLANS IS AS PROVIDED BY VARIOUS SOURCES. ALL INVOLVED UTILITIES MAY NOT BE SHOWN ON THE PLANS. PER SECTION 730-6 OF THE ADOT STANDARD SPECIFICATIONS, THE CONTRACTOR SHALL BE RESPONSIBLE FOR CONTACTING ALL UTILITIES FOR THEIR EXACT LOCATION PRIOR TO ANY CONSTRUCTION ACTIVITY. IN ADDITION, THE CONTRACTOR SHALL PERFORM NECESSARY POTHOLING TO DETERMINE LOCATION, SIZE AND OWNERSHIP OF UTILITIES. 3. EXISTING ELECTRICAL SERVICE TO REMAIN. PROTECT IN PLACE 4. ALL PULLBOXES, AT PROJECT COMPLETION, SHALL BE LEFT IN CLEAN CONDITION, FREE OF DIRT AND DEBRIS. ALL PULLBOXES SHALL BE LEVEL AND ALL LIDS AND BOXES SHALL BE UNCRACKED/UNBROKEN WITH APPROPRIATE LID WORDING. 5. THE CONTRACTOR SHALL BE RESPONSIBLE FOR OBTAINING ANY AND ALL PERMITS AND INSPECTIONS, INCLUDING COORDINATION WITH TOWN, VERIFY FOR UTILITY CONNECTION, AND TOWN OF FOUNTAIN HILLS PUBLIC WORKS DEPT. TRAFFIC SIGNAL FOREMAN AT (602) 721-5639. 6. ALL CONDUIT SHALL BE INSTALLED PER ADOT STD SPEC SECTION 732-3.01 OF THE STANDARD SPECIFICATIONS, AND TOWN OF FOUNTAIN HILLS REQUIREMENTS. 7. ALL EXPOSED CONDUIT AND FITTINGS INSTALLED ABOVE GROUND SHALL BE RIGID METAL TAPE, PER THE ADOT STANDARD SPECIFICATIONS. 8. TRAFFIC SIGNAL PRIMARY CONDUIT SHALL CONSIST OF TWO 3" SCHEDULE 80 CONDUITS, UNLESS OTHERWISE NOTED. TYPICALLY ONE 3" CONDUIT IS USED EXCLUSIVELY FOR DETECTION NON -ELECTRICAL USES (I.E. LOOP DETECTION CABLES, PRE-EMPTION CABLES, CCN CABLES). ONE 3" CONDUIT IS USED FOR ELECTRICAL CIRCUITS, 9. OTHER TRAFFIC SIGNAL CONDUIT SHALL INCLUDE 2", 21h" OR 3" SCHEDULE 80 CONDUITS, AS NOTED. THESE CONDUITS SHALL BE USED TO CONNECT THE CONTROLLER TO THE TOWN OF FOUNTAIN HILLS NO. 7 PULLBOXES WITH EXTENSIONS TO SIGNAL POLES. 10. ALL PULL BOXES SHALL BE ADOT-APPROVED BRANDS AND MODELS OF POLYMER CONCRETE BOXES, LIDS, EXTENSIONS AND LOCKS. TRAFFIC SIGNAL PULL BOX UDS SHALL SAY 'TRAFFIC SIGNAL" UNLESS OTHERWISE NOTED ON THE PLANS. 11. AN IMSA -CERTIFIED TRAFFIC SIGNAL LEVEL II TECHNICIAN SHALL BE ON SITE AT ALL TIMES DURING CONSTRUCTION OF THE TRAFFIC SIGNAL INSTALLATIONS. 12. THE CONTROL CABINET SHALL BE NRED AND LABELED WITH THE SAME PHASE NUMBER DESIGNATIONS AS SHOWN IN THE PHASE MOVEMENT DIAGRAM OR AS NOTED ON THE PLANS AND SPECIFICATIONS. ALL WIRES SHALL BE BROUGHT TO THE CONTROL CABINET LABELED. TOWN STAFF WILL TERMINATE THE WIRING. 13. CONTRACTOR SHALL FURNISH AND INSTALL S -CONDUCTOR IMSA CABLES FROM EACH SIGNAL FACE AND PEDESTRIAN PUSH BUTTON ON INDIVIDUAL POLES, TO THE TERMINAL BLOCK, WHERE THEY WILL BE TERMINATED TO THE 20 -CONDUCTOR IMSA CABLE THAT FEEDS THE POLE FROM THE CONTROLLER CABINET. PANELS AT ENDS OF MAST ARMS, AS WELL AS FAR LEFT" SIDE POLES FOR AN APPROACH THAT DOES NOT INITIALLY HAVE LEFT TURN ARROW DISPLAYS SHALL HAVE SEPARATE 5 -CONDUCTOR CABLES RUN THROUGH THE POLE AND/OR MAST ARM AND TERMINATE IN THE TERMINAL BLOCK FOR FUTURE USE. THE IMSA CABLES SHALL BE TAGGED AS SPECIFIED IN THE PLANS AND SPECIFICATIONS. 14. PRIOR TO SCHEDULING ACTIVATION OF THE TRAFFIC SIGNAL, THE CONTRACTOR SHALL CONDUCT A FIELD RING -OUT TEST IN THE PRESENCE OF THE TRAFFIC SIGNAL INSPECTOR, TO VERIFY THAT ALL VEHICLE AND PEDESTRIAN INDICATIONS ILLUMINATE WITH THE APPROPRIATE CIRCUIT BY TOUCHING VOLTAGE TO FIELD CABLE CONDUCTORS. THE CONTRACTOR SHALL BE RESPONSIBLE FOR TESTING AND VERIFYING THE INTEGRITY AND CORRECT CONNECTION AND AIMING OF ALL DETECTION DEVICES, INCLUDING ALL VIDEO DETECTION, PREEMPTION DEVICES, AND PEDESTRIAN DETECTORS. IN ADDITION, THE CONTRACTOR SHALL PROVIDE ADEQUATE TRAFFIC CONTROL, WHICH INCLUDES ONE OR MORE OFF-DUTY POLICE OFFICERS, PRIOR TO SCHEDULING RING -OUT. 15. THE CONTRACTOR SHALL GPS ALL TRAFFIC SIGNAL CABINETS, AND EXISTING PULLBOXES LOCATIONS. 16. THE IMSA WIRING FROM THE CONTROL CABINET AND EACH POLE TERMINAL COMPARTMENT SHALL RUN UNSPLICED AND SHALL HAVE THE JACKET REMOVED INSIDE THE POLE BASE, ALL CONDUCTORS SHALL LAND ON A TERMINAL BLOCK. 17, THE CONTRACTOR SHALL NOTIFY THE TOWN OF FOUNTAIN HILLS A MINIMUM OF TWO DAYS PRIOR TO DISCONNECT OF EXISTING LOOP DETECTION. ABANDONED EXISTING LOOPS IN PLACE. 18. THE CONTRACTOR IS RESPONSIBLE FOR MAINTAINING EXISTING SIGNAL OPERATION AT ALL TIMES, UNTIL SW9TCHOVER. DURING TESTING AND SWiTCHOVER FROM EXISTING TO NEW SIGNAL, THE CONTRACTOR SHALL MAINTAIN INTERSECTION OPERATION USING UNIFORMED OFF-DUTY POLICE OFFICER(S) PER TOWN CODE, CHAPTER (16) 16-1-7 (F). 19. WEEK NIGHT TRAFFIC SIGNAL CHANGE OVER WITH SIGNAL DARK IS AUTHORIZED FROM 10PM-SAM, SUN-THURS, WITH UNIFORMED POLICE OFFICER. 20. THE CONTRACTOR SHALL UNCOVER ALL EXISTING CONDUIT BEING TIED INTO, TO VERIFY THEIR LOCATION. THE CONTRACTOR SHALL LOCATE OR HAVE LOCATED ALL EXISTING UNDERGROUND PIPELINES, TELEPHONE AND ELECTRIC CONDUITS, AND STRUCTURES IN ADVANCE OF CONSTRUCTION AND WILL OBSERVE ALL POSSIBLE PRECAUTIONS TO AVOID DAMAGE TO THEM. CALL BLUE STAKE AT 1 -800 -STAKE -IT. 21. THE CONTRACTOR SHALL NOT SCALE THE DRAWINGS TO CONSTRUCT THE IMPROVEMENTS. 22. THE CONTRACTOR SHALL COMPLY WITH CHAPTER (16) OF THE TOWN CODE, AND WITH THE PROVISIONS FOR TRAFFIC CONTROL AND BARRICADING AS PER THE CITY OF PHOENIX TRAFFIC BARRICADE MANUAL, LATEST PRINTING. 23. A TRAFFIC CONTROL PLAN SHALL BE PROVIDED TO THE TOWN 72 HOURS IN ADVANCE FOR REVIEW AND APPROVAL (EPERMITSCFH.AZ.GOV) PRIOR TO PROJECT CONSTRUCTION. 24. THE CONTRACTOR SHALL SALVAGE EXISTING CONDUCTORS AND DEUVER THEM TO THE TOWN OF FOUNTAIN HILLS. NEW CONDUIT RUN IDENTIFIER ® REMOVE AND SALVAGE ELECTRICAL CONDUCTORS �" meisoi, EXISTING CONDUIT RUN IDENTIFIER)Nn REMOVE AND SALVAGE PULL BOXES 5 Ly CONSTRUCTION NOTE 4 jEACH NO. 7 PULL BOX W. EXTENSION EXISTING CONTROL CABINET SCH. 80 PVC ELECTRICAL CONDUIT, 2YL" W/ )I' NYLON PULL ROPE AND W/ #8 BARE COPPER WIRE (TRENCH) EXISTING METER PEDESTAL " SCH. 80 PVC ELECTRICAL CONDUIT 3" W/ Y�' NYLON PULL ROPE AND W/ p8 BARE COPPER WIRE (TRENCH) NEW NO. 5 PULL BOX o SCH. 80 PVC ELECTRICAL CONDUIT 2-3' W/ Y4" NYLON PULL ROPE AND W/ #8 BARE COPPER WIRE (HORIZONTAL BORE) NEW NO. 7 PULL BOX o ELECTRICAL CONDUCTORS NEW NO. 7E PULL BOX LUMP SUM VIDEO DETECRON SYSTEM (4—CAMERA SYSTEM) NEW CONDUIT RUN ---_----_- EXISTING CONDUIT RUN EXISTING SIGNAL POLE WITH SIGNAL MAST ARM, SIGNAL HEAD, AND LUMINAIRE MAST ARM EXISTING SIGNAL HEAD EXISTING LUMINAIRE EXISTING PEDESTRIAN HEAD m EXISTING PEDESTRIAN PUSH BUTTON (INDICATES DIRECTION OF PED PUSH BUTTON) EXISTING ILLUMINATED STREET NAME SIGN NEW VIDEO DETECTION CAMERA m VIDEO DETECTION ZONE EXISTING EMERGENCY VEHICLE DETECTOR QUANTITIES: ITEM DESCRIPTION CITY REMOVE AND SALVAGE ELECTRICAL CONDUCTORS 1 LU REMOVE AND SALVAGE PULL BOXES 5 NO. 7 PULL BOX 4 jEACH NO. 7 PULL BOX W. EXTENSION 1 SCH. 80 PVC ELECTRICAL CONDUIT, 2YL" W/ )I' NYLON PULL ROPE AND W/ #8 BARE COPPER WIRE (TRENCH) 30 SCH. 80 PVC ELECTRICAL CONDUIT 3" W/ Y�' NYLON PULL ROPE AND W/ p8 BARE COPPER WIRE (TRENCH) 70 SCH. 80 PVC ELECTRICAL CONDUIT 2-3' W/ Y4" NYLON PULL ROPE AND W/ #8 BARE COPPER WIRE (HORIZONTAL BORE) 1,040 ELECTRICAL CONDUCTORS 1 LUMP SUM VIDEO DETECRON SYSTEM (4—CAMERA SYSTEM) 7 LUMP SUM SAFETY NOTICE TO CONTRACTOR IN ACCORDANCE WITH GENERALLY ACCEPTED CONSTRUCTON PRACTICES, THE CONTRACTOR WILL BE SOLELY AND COMPLETELY RESPONSIBLE FOR CONDITONS OF THE JOB SITE, INCLUDING SAFETY OF ALL PERSONS AND PROPERTY DURING THE PERFORMANCE OF THE WORK. THIS REQUIREMENT WILL APPLY CONTINUOUSLY AND NOT BE LIMITED TO NORMAL WORKING HOURS, THE DUTY OF THE ENGINEER TO CONDUCT CONSTRUCTION RENEW OF THE CONTRACTOR'S PERFORMANCE IS NOT INTENDED TO INCLUDE A REVIEW OF THE ADEQUACY OF THE CONTRACTOR'S SAFETY MEASURES. IN OR NEAR THE CONSTRUCTION SITE. ENGINEERS NOTICE TO CONTRACTOR THE CONTRACTOR IS REWIRED TO TAKE DUE PRECAUTONARY MEASURES TO PROTECT THE UTILITY LINES SHOWN, AND ALL OTHER LINES NOT OF RECORD OR NOT SHOWN ON THESE DRAWINGS BY VERIFICATION OF THEIR LOCATION IN THE FIELD PRIOR TO THE INSTIGATION OF THE ACTUAL PORTON OF THEIR WORK ATTRIBUTED TO THEIR LOCATON. THE OUANT7ES SHOWN ON THESE PLANS ARE FOR INFORMATION PURPOSES ONLY AND NOT TO BE USED FOR BIDDING OR CONSTRUCTION PURPOSES. ABBREVIATIONS: ADOT ARIZONA DEPARTMENT OF TRANSPORTATION EX EXISTING QTY QUANTITY R/W RIGHT OF WAY TOFH TOWN OF FOUNTAIN HILLS VDZ VIDEO DETECTION ZONE GENERAL NOTES AND LEGEND TOWN OF FOUNTAIN HILLS, ARIZONA INTAIN HILLS BLVD & PALISADES B TRAFFIC SIGNAL IMPROVEMENTS SCALE: 1"-20' DWG SERIES No. TS02 0 s ri PROD. NO. 02016-1]3 CONSTRUCTION NOTES REMOVE AND SALVAGE EXISTING CONDUCTORS. ABANDON CONDUIT IN PLACE. REMOVE AND SALVAGE EXISTING CONDUCTORS. ❑2 PROTECT AND REUSE EXISTING CONDUIT. ❑3 ABANDON EXISTING LOOP DETECTOR IN PLACE. ® PROTECT EXISTING CONDUIT IN PLACE. ❑s PROTECT IN PLACE EXISTING CONTROL CABINET, METER PEDESTAL, SIGNAL POLES, MAST ARMS. AND EQUIPMENT UNLESS OTHERIMSE NOTED. INSTALL ITERIS VIDEO DETECTION SYSTEM ON SIGNAL MAST ARM PER TOWN OF FOUNTAIN HILLS REQUIREMENTS. PULL BOX SCHEDULE NO. 03 & 07 (LAGGING) F4P FOUNTAIN HILLS 03 07 SEE NOTES PROD. NO. 02016-1]3 CONSTRUCTION NOTES REMOVE AND SALVAGE EXISTING CONDUCTORS. ABANDON CONDUIT IN PLACE. REMOVE AND SALVAGE EXISTING CONDUCTORS. ❑2 PROTECT AND REUSE EXISTING CONDUIT. ❑3 ABANDON EXISTING LOOP DETECTOR IN PLACE. ® PROTECT EXISTING CONDUIT IN PLACE. ❑s PROTECT IN PLACE EXISTING CONTROL CABINET, METER PEDESTAL, SIGNAL POLES, MAST ARMS. AND EQUIPMENT UNLESS OTHERIMSE NOTED. INSTALL ITERIS VIDEO DETECTION SYSTEM ON SIGNAL MAST ARM PER TOWN OF FOUNTAIN HILLS REQUIREMENTS. PULL BOX SCHEDULE NO. TYPE PALISADES BLVD FOUNTAIN HILLS SEE NOTES BLVD REMARKS 1 & 2 SEE NOTES 1 & 2 <'Ii EX/ST/NG EXISTING EXISTING REMOVE NO 3 1/2 «; EX/STING EXISTING EXISTING REMOVE NO 7 EXISTING EX/ST/NG EX/STING REMOVE NO 5 <�;• EXISTING EX/ST/NG EXISTING REMOVE NO 3 1/2 EXISTING EX/ST/NG EX/STING REMOVE NO 7 O NO 7 50' NORTH 69' EAST PER ADOT IS 1-1 < NO 7 56' NORTH 69' WEST PER ADOT IS 1-1 < NO 7 51' SOUTH 66' WEST PER ADOT IS 1-1 O NO 7 55' SOUTH 56' EAST PER ADOT IS 1-1 to NO 7 66' NORTH 54' EAST INSTALL NEW W/ EXT PULL BOX AT EXISTING NO 7 LOCATION PER ADOT IS 1-1 NOTES: 1. LOCATIONS ARE APPROXIMATE. FINAL LOCATIONS SHALL BE VERIFIED AND APPROVED IN THE FIELD BY TOWN OF FOUNTAIN HILLS INSPECTOR PRIOR TO CONSTRUCTION. 2. MEASUREMENTS ARE TO CENTER OF PULL BOXES. TRAFFIC SIGNAL PLAN TOWN OF FOUNTAIN HILLS, ARIZONA INTAIN HILLS BLVD & PALISADES 9 TRAFFIC SIGNAL IMPROVEMENTS DATE. 1/1fi NATE1/16 DATE:1/1fi Ny DWG SERIES No. SDALE: 1'=2d 1503 Tn A/"Y`nNADAAIV AnnCAlnl IRA \In EXHIBIT C TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND RED HAWK SOLUTIONS, LLC [Proposal] See following pages. 2636940.1 Traffic Signal Upgrade Proposal for Fountain Hills & Palisades prepared for: The Town of Fountain Hills February 8, 2016 (480) 235-6800 michael@redhawksolutionsaz.com ROC 295206 Jq iUlfA WK 5 0 L U T 1 0 N 5 JOB ORDER PROPOSAL for Fountain Hills & Palisades prepared for: The Town of Fountain Hills February 8, 2016 (480) 235-6800 michael@redhawksolutionsaz.com ROC 295206 Jq iUlfA WK 5 0 L U T 1 0 N 5 Job Order Cost Proposal CONTRACTOR NAME: Redhawk Solutions LLC Contract Type Peoira JOC - FY (14) Traffic Signal Program City Project No.: C2016-173 Job Order No. To Be Assigned Contractor's Job No.: 2016-FTH-0204 Fee Type: Guaranteed Maximium Price Prepared by: Michael Wendtland Job Title: Fountain Hills Blvd. & Palisades Blvd Traffic Signal Improvements Date: 2/8/2016 Location: Fountain Hills Blvd. & Palisades Blvd. Revision: 1 Brief Description of Work to be Performed (attach detailed scope of work, clarifications, assumptions, etc.) Furnish & Install 2 -3" Conduits across each intersection approach, Furnish & Install #7 Pullboxes, Rewire Intersection, Furnish & Install Video Detection, Asphalt, Concrete and Landscape Restoration, Provide Traffic Control, Provide Off -Duty Officers during intersection shut down SECTION A: LABOR (inclusive of burden) Position Unit Quantity Construction Principal Hours 8.0 JOC Program Coordinator Hours 80.0 Project Manager 1 (Senior Experience Level) Hours $ 638.00 Project Manager 2 (Junior Experience Level) Hours - Superintendent 1 (Senior Experience Level) Hours 160.0 Superintendent 2 (Fiber Optic Experience) Hours $ Project Engineer Hours $ - Project Coordinator Hours 7,192.00 Operator Hours 1 160.0 Laborer Hours 1 160.0 SECTION B: EQUIPMENT (supporting information attached) Item Unit Quantity Pickup Truck Hours Each Service Truck Hours 80.0 Splicing Van Hours $ 638.00 F800 Transport Hours - Bucket Truck Hours 16.0 Digger Derrick Hours $ Backhoe Hours $ - Skid Steer Hours 7,192.00 Mini Excavator Hours 32.0 Dump Trailer Hours 4.0 Water Trailer Hours 4.0 Transport Trailer Hours 4.0 Pole Trailer Hours 42.50 $ Jack Hammer Hours $ Jumping Jack Hours $ 4,640.00 OTDR Hours 64.00 Fusion Splicer Hours 16.00 $ Arrow Board Hours 80.0 Page 1 of 3 Printed: 2/8/2016 Labor Cost Position Each Total Total $ 79.75 $ 638.00 $ 638.00 $ 79.75 $ - $ - $ 58.00 $ - $ $ 65.00 $ - $ - $ 44.95 $ 7,192.00 $ 7,192.00 $ 58.00 $ - $ - $ 50.75 $ $ $ 36.25 $ $ - $ 42.50 $ 6,800.00 $ 6,800.00 $ 29.00 $ 4,640.00 $ 4,640.00 $ Total Labor Cost 64.00 $ 19,270.00 Page 1 of 3 Printed: 2/8/2016 Equipment Item Each Total Total $ 19.80 $ - $ - $ 25.60 $ 2,048.00 $ 2,048.00 $ 25.60 $ - $ - $ 47.80 $ - $ - $ 43.85 $ 701.60 $ 701.60 $ 47.80 $ - $ - $ 48.99 $ $ $ 36.95 $ $ - $ 38.00 $ 1,216.00 $ 1,216.00 $ 16.00 $ 64.00 $ 64.00 $ 16.00 $ 64.00 $ 64.00 $ 16.00 $ 64.00 $ 64.00 $ 16.00 $ - $ - $ 6.50 $ $ $ 9.00 $ $ $ 12.00 $ $ $ 15.00 $ $ - $ 2.50 $ 200.00 $ 200.00 Total Equipment Cost $ 4,357.60 Page 1 of 3 Printed: 2/8/2016 SECTION C: MATERIALS Item Unit Quantity Iteris Video Detection System for 4 Approaches EA 1.0 Wire and Conduit (Brown Wholesale) Lump 1.0 Landscape Rock Ton 4.0 Concrete Minimim Load Yard 5.0 Minimum Asphalt Patch for Potholes Lump 1.0 7,900.00 $ 7,900.00 $ 50.00 $ 200.00 $ 200.00 $ 100.00 $ 500.00 $ 500.00 $ 3,000.00 $ SECTION D: SUBCONTRACTORS (Including Consultants) Description of Work to be Performed Company (Supporting quote & information attached) Material Item Total Bee Line Directional Drillin Directional Boring (Rocky Conditions - Excluding Solid Rock) Item 27,500.00 Each $ Total Total $ 17,250.00 $ 17,250.00 $ 17,250.00 $ 7,900.00 $ 7,900.00 $ 7,900.00 $ 50.00 $ 200.00 $ 200.00 $ 100.00 $ 500.00 $ 500.00 $ 3,000.00 $ 3,000.00 $ 3,000.00 $35,100.00 $ $ $ Total Material Cost $ 28,850.00 Description of Work to be Performed Company (Supporting quote & information attached) Item Total Bee Line Directional Drillin Directional Boring (Rocky Conditions - Excluding Solid Rock) $ 27,500.00 Trafficade Workzone Traffic Control $ 5,000.00 Fountain Hills Police Off -Duty Officers $ 2,600.00 $ $ Total Subcontractor Cost $35,100.00 Page 2 Of 3 Printed: 2/8/2016 SECTION E: ALLOWANCES & CONTINGENCIES Description of Allowances & Contingencies Company Item Total JOC Contractor Name Allowance A Description $ Allowance B Description $ Allowance C Description $ JOC's Profit (%) $3,510.00 Total Subcontractor Costs $38,610.00 Subtotal Allowances/Contingencies (E) $0.00 JOC Contractor Name Contractor's Construction Contingency $ Total Subcontractor Costs $0.00 Town of Fountain Hills Owner's Construction Contingency $ Insurance 2.16% $ Bond 0.71% $ Sales Tax (65% of 8.1 %) 5.265% Total Allowances & Contingencies Cost Rates from Matrix OVERHEAD: 6.80% PROFIT: 10% $0.00 Subtotal General Contractor Costs (A+B+C): $52,477.60 JOC's Overhead (%) & Profit (%) $8,816.24 Total General Contractor Costs $61,293.84 Subtotal Subcontractor Costs (D) $35,100.00 JOC's Profit (%) $3,510.00 Total Subcontractor Costs $38,610.00 Subtotal Allowances/Contingencies (E) $0.00 JOC's Overhead (%) & Profit (%) $0.00 Total Subcontractor Costs $0.00 Subtotal Construction $99,903.84 Insurance 2.16% $2,157.92 Bond 0.71% $709.32 Sales Tax (65% of 8.1 %) 5.265% $5,410.90 TOTAL JOB ORDER COST: $108,181.97 Submitted by: Michael Wendtland, Estimator Name, Title Rev: 9/12/2013 CF 2/8/2016 Date Page 3 of 3 Printed: 2/8/2016 ITERIS VIDEO DETECTION MATERIALS QUOTE prepared for: The Town of Fountain Hills February 8, 2016 (480) 235-6800 michael@redhawksolutionsaz.com ROC 295206 Jq iUlfA WK 5 0 L U T 1 0 N 5 RLS' Iteris, Inc. Daniel Nall EQUIPMENT QUOTATION 1700 Carnegie Avenue (602) 828-3349 Quote #00002794 Suite 100 djn@iteris.com Santa Ana, CA 92705-5551 February 2, 2016 Michael Wendtland Agency: Town of Fountain Hills Delivery Term: FOB Shipping Point AZ Project Name: Iteris 4 Cam System, Fountain Hills, C2016-173 Payment Terms: NET 30 Days (480) 235-6800 Contractor: Redhawk Solutions michael@redhawksolutionsaz.com Reference: Fountain Hills Blvd & Palisades Blvd, Fountain Hills Fax or email Purchase Orders to: Roadway Sales Support, 949-270-9615 or RS-Sales-Support@iteris.com. Please include Quote Number on your Purchase Order. Prices are valid for 30 days from the date of quote unless extended in writing. Prices on this quote include material only unless otherwise stated. For questions regarding this quotation, please contact the representative listed above. Important Notes: This quotation and any resulting order are subject to Iteris' Roadway Sensor Products Standard Terms and Conditions of Sale attached hereto or available at http://www.iteris.com/RS-Std-TC.pdf, which are incorporated herein by this reference. $17,250.00 SUBTOTAL Product Name Product Description Qty Unit Price Ext. Price SURGEPAN Power & Video Surge Protection Panel w/ mounting for up to 4 Suppressors (Din Rail Configuration) 1 CAMBRKT4 Iteris Universal Mount Camera Bracket (Standard Mount) 4 EDGE2-2PAK Edge 2 Intersection Package (Includes 2x EDGE2-2, 1 Mouse, 1 EDGE21VIANUAL, 4 Right Angle BNC, 4 SURGEVAN, 6 FCABLE) Total of 4 video inputs using 2x Edge2-2 dual video input processor. 1 EDGE2-TS2-IM-PAK Integrated BIU and Edge communication module for TS2 applications (Includes: TS2-IM module, RJ45 CABLES, interface cables, and Users Manual) Fits in the BIU slot of NEMA TS -2 detector racks. 1 ISOCBL Iteris Approved Siamese Cable, per foot 1000 MON-101-CD 10in. Color LCD Monitor, 2 composite video inputs and 1 low res VGA input) (NTSC/PAL) 1 RZ4A-WDR-PAK Iteris Vantage Color Camera Assembly - Model CAM-RZ4A - WDR Imager, 115VAC, NTSC w/ EDCO RMCX1.05 - Video Coax Suppression (Connectorless Termination) 4 Important Notes: This quotation and any resulting order are subject to Iteris' Roadway Sensor Products Standard Terms and Conditions of Sale attached hereto or available at http://www.iteris.com/RS-Std-TC.pdf, which are incorporated herein by this reference. $17,250.00 SUBTOTAL $17,250.00 FREIGHT TAX $0.00 Iteris, Inc. Confidential February 2, 2016 Page 1 of 2 ITERLS' Iteris, Inc. 1700 Carnegie Avenue Suite 100 Santa Ana, CA 92705-5551 Authorized Signature: Daniel Nall (602) 828-3349 djn@iteris.com EQUIPMENT QUOTATION Quote #00002794 February 2, 2016 TOTAL $17,250.00 Iteris, Inc. Confidential February 2, 2016 Page 2 of 2 Iteris Roadway Sensor Products Standard Terms and Conditions of Sale 1. Sole Agreement. These Standard Terms and Conditions of Sale for the sale and purchase of goods and services between Iteris, Inc. ("Iteris") and the purchaser or buyer ("Purchaser") indicated on the face of the price quotation, proposal, contract, sales order or offer from Iteris constitute the entire agreement between Iteris and Purchaser (the "Agreement") and supersede any prior agreement or understanding, whether oral or written, relating to the subject matter of this Agreement. Iteris shall not be bound by any terms or conditions not set forth in this Agreement, including but not limited to, any purchase order or purchase contract ("Order") from Purchaser that is in any way inconsistent with or in addition to this Agreement. This Agreement may not be expanded or modified except by an instrument in writing executed by an authorized representative of Iteris. Iteris' acceptance of Purchaser's Order shall not be deemed an acceptance of any modification to any term or condition contained herein, but rather an acceptance of Purchaser's agreement to purchase goods and services upon the terms set forth in this Agreement. All Orders, whether or not based on specific quotations, are subject to Iteris' acceptance by an authorized Iteris representative. 2. Shipment. All prices are in United States Dollars (USD or $) and quoted FCA (Free Carrier at named point, IncotermsS 2010), or in jurisdictions that have not adopted Incoterms®, FOB at the shipping point of Iteris, Inc. Title to goods sold hereunder (individually, a "Product" and collectively, "Products) shall pass to the Purchaser upon delivery of Products to the carrier. Iteris, however, retains a security interest and a vendor's lien against the Products until payment in full is received. Purchaser agrees to perfect and maintain such security interest for Iteris. In the absence of specific written instructions that Iteris has accepted, Iteris will ship Products by what it deems to be the most appropriate method for shipment. Although Iteris may transact for carriage, all freight charges and insurance premiums will be for the account of Purchaser. Upon delivery to the carrier, Purchaser assumes all risk of loss. Any such loss shall not relieve Purchaser of its obligation to pay Iteris in full for Products, freight and insurance. Purchaser shall have the right to negotiate with the carrier and/or insurer to recoup its loss. 3. Delivery. Standard shipments to Purchaser will be approximately 30-45 days after receipt of an Order. In the event that Purchaser requests a guaranteed ship date, Iteris reserves the right, after notice to Purchaser, to include in the final purchase price any expenses which increase the cost of production or delivery, including but not limited to, expediting and overtime expenses, parts procurement premiums, etc. Iteris reserves the right to ship complete orders in advance of the ship dates specified and, with prior approval from Purchaser, partial orders. Iteris shall not be liable for either delays in delivery or the failure to manufacture if such delay or failure is due to causes beyond Iteris' reasonable control, including but not limited to, acts of God, acts or omissions of either Purchaser or third parties, intervention of any government authority, strikes, lockouts or other labor disturbances, floods, fires, earthquakes, epidemics, quarantines, riots, wars, delays in transportation, or where Iteris is unable to obtain necessary labor, materials or manufacturing facilities. In the event of such delay or failure, the delivery date shall be extended for a period equal to the time lost by reason of the delay or failure. 4. Payment Terms. Unless an authorized Iteris representative agrees upon different credit terms in writing at the time of acceptance of Purchaser's order, the standard terms of payment shall be cash or wire transfer of funds in advance of shipment or, for international shipments, Irrevocable Sight Letter of Credit collectable within thirty (30) days after shipment. Iteris' obligation to deliver Products is subject to Purchaser's compliance with the foregoing payment terms, or in the event credit is granted by Iteris, any such credit terms provided. Iteris may at any time, in its reasonable business judgment, if the financial condition of Purchaser warrants, either alter the credit terms or suspend credit and delay delivery until such time as the revised credit terms are met. Iteris shall have the right to cancel any unfilled order, or delay its shipment, for failure of Purchaser to meet its payment schedule or obligations. In the event any payment is not made when due, Iteris shall have the right to accelerate the due date of the entire unpaid balance and to increase the unpaid balance of the sales price at the rate of one percent (1%) per month, or the maximum RERTS -.- allowed by law, on the unpaid balance until the account is paid in full, in addition to any reasonable attorneys' fees or other collection expenses. 5. Taxes. All prices are exclusive of any and all taxes, duties, tariffs, fees, or assessments, including but not limited to sales, use, excise, VAT, or similar taxes and export or import duties or fees applied to the sale or to the Products sold, by any United States or foreign federal, state, provincial, or local governmental body. Any such taxes that must be paid by Iteris shall be separately itemized on Iteris' invoice and paid by Purchaser, or in lieu thereof, Purchaser shall furnish Iteris a properly executed tax exemption certificate prior to shipment. 6. Limited Warranty. Iteris Hardware Products: Unless otherwise specified in writing by an authorized Iteris representative, hardware Products marked as manufactured by or for Iteris or marked with an Iteris brand or trademark are warranted, at the time of shipment to Purchaser, to conform to Iteris' published specifications and to be free from defects in material and workmanship. The occurrence of any of the following terminates Iteris' Limited Warranty: (i) a Product fails as the result, in whole or in part, of modification or repair of the Product not conducted in conformity with Iteris' approved procedures; (ii) a Product fails as the result, in whole or in part, of improper or insufficient maintenance; (iii) a Product is damaged due to, in whole or in part, electrical power surge, lightning strike, accident, negligence, improper storage, incorrect installation, incorrect operation, unusual deterioration due to physical environments in excess of limits set forth in Product manuals, or any other type of abuse or misuse; or (iv) the removal of serial numbers, or the removal, mutilation or defacement of any part of a Product. As a condition to making any claim under this Limited Warranty, Purchaser must request a Return Material Authorization ("RMA") before the Limited Warranty terminates or expires. Provided that the Limited Warranty has not terminated or expired, Iteris shall issue the RMA and Purchaser shall have the right to return the non -conforming Product, transportation prepaid, to Iteris for repair or, solely at Iteris' option, replacement with new or reconditioned materials. Except for repair or replacement, Iteris shall be under no other liability to Purchaser. This is a Limited Warranty only and, unless otherwise specified in writing by Iteris, shall expire thirty-six (36) months after the date of shipment of each unit of Product to Purchaser. Repaired or replaced Products have a Limited Warranty for the greater of ninety (90) days from the time of shipment or the remainder of the original warranty period. Iteris Software Products: Unless otherwise specified in writing by an authorized Iteris representative, software Products marked as manufactured by or for Iteris or marked with an Iteris brand or trademark are warranted to the licensed End User in accordance with the software license and warranty packaged with the software. Non-Iteris Products. Hardware or software Products marked as manufactured or produced by others or marked with a brand or trademark of a party other than Iteris are warranted, if at all, by the manufacturer or producer to the End User in accordance with the warranty documentation provided by the manufacturer or producer. NO OTHER WARRANTIES OR GUARANTEES, EXPRESSED OR IMPLIED INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARISING BY LAW, CUSTOM OR CONDUCT, SHALL BE APPLICABLE. NO REPRESENTATION OR WARRANTY BY PURCHASER SHALL EXTEND THE LIABILITY OR RESPONSIBILITY OF ITERIS BEYOND THE TERMS OF THIS PROVISION. THE RIGHTS AND REMEDIES PROVIDED HEREIN ARE EXCLUSIVE AND IN LIEU OF ANY OTHER RIGHTS OR REMEDIES. IN NO EVENT SHALL ITERIS HAVE ANY LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR FOR LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM USE OF THE PRODUCTS, OR AN INABILITY TO USE PRODUCTS EITHER SEPARATELY OR IN COMBINATION WITH OTHER SOFTWARE, EQUIPMENT OR MATERIALS, OR FROM ANY OTHER CAUSE. August 2013 1 of 2 Iteris Roadway Sensor Products Standard Terms and Conditions Iteris Roadway Sensor Products Standard Terms and Conditions of Sale 7. Return Material Authorizations. Upon request by Purchaser for an RMA whether for repair, replacement, or credit, Iteris agrees that it will either issue such RMA or provide Purchaser with a written explanation for its refusal to issue the RMA within thirty (30) days of the request by Purchaser. If Iteris provides a Field Replaceable Unit ("FRU") or replacement Product in advance of receipt of an authorized return and does not receive the returned unit within 30 days of shipment, Purchaser will be invoiced for the FRU or replacement. Purchaser shall pay all shipping costs for items returned to Iteris. For items repaired or replaced under a valid warranty claim, Iteris shall pay shipping costs for return of repaired or replaced item to Purchaser. 8. Intellectual Property Indemnification. Iteris shall indemnify and hold harmless Purchaser and its customers from loss, damage or liability for infringement of a United States (U.S.) patent or U.S. copyright ("intellectual property") arising out of the sale or use of Iteris Products delivered to Purchaser hereunder (the "Indemnity"); provided that Purchaser notifies Iteris in writing within ten (10) days of Purchaser's first notice of an infringement claim, threat or suit ("Infringement Claim") and fully cooperates with Iteris in the defense of such Infringement Claim and the avoidance of infringement by, including but not limited to, providing Iteris any requested authority, information, and assistance necessary. Iteris shall be entitled, at its election, to assume the defense of any Infringement Claim. The foregoing Indemnity shall not apply when normally non - infringing Iteris Products are rendered infringing by (i) Purchaser's or its customer's alteration of Iteris Products or the operation thereof, (ii) use of Iteris Products in combination with other equipment or software, or (iii) Iteris' modification of its products in compliance with the Purchaser's specifications or instructions. Iteris shall have the right to resolve any Infringement Claim in the manner it deems appropriate, including, but not limited to, (i) obtaining a license from the owner of the alleged infringed intellectual property, (ii) rescinding the purchase of the Iteris Product, or (iii) modifying or replacing the alleged infringing Product with non - infringing Product. The foregoing Indemnity shall not extend to claims based on infringement of intellectual property outside the United States of America. Iteris' sole obligation and liability to Purchaser and its customers with respect to indemnification of claims shall be as set forth in this paragraph and specifically excludes indemnification for consequential damages, incidental damages, punitive damages, and attorneys' fees. 9. Product Liability, Mutual Indemnification. In the event Purchaser receives a claim that a Product or any component thereof, delivered by Iteris to Purchaser, has caused personal injury or damage to property of others, Purchaser shall immediately, but in no circumstances in less than ten (10) days, notify Iteris in writing of all such claims. Iteris shall indemnify and hold harmless the Purchaser for any costs or damages to the extent caused by the defective Product or the negligence of Iteris, its agents, or its employees, and Iteris shall be entitled, at its election, to assume the defense of any claims related thereto. Purchaser shall indemnify, defend and hold harmless Iteris from and against all claims, demands, losses and liability arising out of damage to property or injury to persons caused by or in connection with the products, acts or omissions of Purchaser and its agents and employees, and from and against all claims, demands, losses and liability for costs or fees, including reasonable attorneys' fees in connection therewith. 10. Arbitration. It is the intent of the parties that any controversy will be elevated to the highest management levels within the respective organizations in an attempt to resolve the matter most efficiently. If the parties are unable, after good faith negotiations, which each hereby covenants to undertake, to resolve any dispute, claim or controversy arising between them, the parties hereby expressly agree that the exclusive means of resolving any such dispute, claim or controversy arising out of or relating to this agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration. If the Purchaser has an office located in the United States, arbitration shall be conducted under the Streamlined Arbitration Rules and Procedures of JAMS, a national alternative dispute resolution service (www.jamsadr.com) and shall be conducted in the English language, in IzElus.-- Los Angeles, CA USA, by one (1) arbitrator appointed in accordance with said rules. If the Purchaser does not have an office in the United States, arbitration shall be conducted under the Rules of Arbitration of the International Chamber of Commerce and be conducted in the English language, in New York, NY, USA, by one (1) arbitrator appointed in accordance with said Rules of Arbitration. Judgment on the arbitration award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction nor shall it preclude Iteris from any pursuit allowed by the full extent of the law for collection of amounts owed by Purchaser under any credit arrangement. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys' fees of the prevailing party. 11. Product Modifications. Iteris reserves the right, at any time and without notice to Purchaser, to modify Products, in whole or in part, to include therein changes deemed appropriate by Iteris which do not adversely affect the form, fit or function of the Products, and without incurring any liability, to change or modify any Product previously delivered, or to supply new Products in replacement thereof. 12. Export Responsibility. All sales hereunder shall at all times be subject to the export control laws and regulations of the U.S. government. Purchaser agrees that it shall not make any disposition, by way of transshipment, re-export, diversion or otherwise, except as said laws and regulations may expressly permit, of U.S. origin goods purchased from Iteris, other than as to the ultimate country of destination specified on Purchaser's order and/or declared as the country of ultimate destination on Iteris' invoices. 13. General. a) No modification of a quotation or a resulting order shall be binding unless in writing signed by an authorized representative of Iteris. b) No waiver by either party of any default shall be deemed a waiver of any subsequent default. c) Purchaser shall not assign its Order or any interest therein or any rights hereunder without the written consent of Iteris, and any such purported assignment shall be null and void and of no affect whatsoever. d) Purchaser agrees that it will not modify, reproduce, reverse engineer, reverse compile, disassemble, translate, de -compile, deconstruct or decrypt, the whole or any part of the Products, including any software embedded therein. e) All quotations and any resulting order shall be construed, interpreted and governed by the laws of the State of California, USA, but specifically excluding any International Convention regarding the International Sales of Goods. Should any court of competent jurisdiction determine any portion hereof illegal or against public policy, such determination shall not affect that portion herein that is not illegal or against public policy. In the event that the federal, state, provincial, city or local government or any bureau or agency thereof, should promulgate any law, rule or regulation affecting prices, deliveries or any other term of a contract resulting from a quotation, then, at the option of Iteris communicated to the Purchaser in writing within a reasonable time, the contract between Iteris and the Purchaser may be either terminated by Iteris and be of no force and effect and the parties shall be restored to the position they occupied before the contract was executed, or Iteris may make such changes in the price, delivery schedule and terms as Iteris in its reasonable business judgment may deem necessary to comply with such law, rule or regulation. August 2013 2 of 2 Iteris Roadway Sensor Products Standard Terms and Conditions DIRECTIONAL DRILLING SUBCONTACTOR QUOTE from Beeline Directional Drilling prepared for: The Town of Fountain Hills February 8, 2016 (480) 235-6800 michael@redhawksolutionsaz.com ROC 295206 Jq iUlfA WK 5 0 L U T 1 0 N 5 B -LINE DIRECTIONAL DRILLING, LLC ROC# 198434 Phone: 602-437-5444 3837 E. Miami Ave Mobile: 602-725-5478 Fax: 602-437-5717 Phoenix, AZ 85040 Email: Kris@B-LINEHDD.com Directional Drilling Quote Date: February 4, 2016 Attention: Bob Baker Company: Redhawk Solutions Project: Description: Project location City/State: 2602 W. Bloomfield Rd Phoenix, AZ 85029 Office number: Direct number: Email: 602-980-2992 bob@redhawksoIutionsez.com Town of Fountain Hills Traffic Signal Improvements Boring around all 4 corners of Fountain Hills Blvd & Palisades Blvd Fountain Hills Blvd & Palisades Blvd Items included in auote: • Drill and install conduit • Utility potholing • Water and mud disposal ;; Rock drill and bits Fountain Hills, AZ Items excluded in auote: Start Date: • Permits • Conduit • Traffic control & Police officers • Asphalt & concrete restoration ;; Slurry backfill potholes • Bore pits :I Soil Condition Product Pulling Back Approx. LF Price per LF Total Rocky 2-Y Conduits 500 $ 55.00 $ 27,500 Price doesn't include any applicable sales tax. If exempt please provide proper documentation. Any additional items not stated on this bid will require a new bid price. B -LINE Directional Drilling, LLC is not responsible for any delays this may cause. If you have any questions please call me. Thank you for the opportunity to bid this project. Sincerely, Krbk Stadew Kris Stadeli / President B -LINE Directional Drilling, LLC If you accept this bid please sign and return. Sign Print name Meeting Date: 4/7/2016 Agenda Type: Consent TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Type: Regular Session Submitting Department: Development Services Staff Contact Information: Paul Mood, Development Services Director Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (agenda Language): CONSIDERATION of Cooperative Purchase Agreement C2016-247 between M. R. Tanner Development and Construction, Inc. and the Town of Fountain Hills for McDowell Mountain Road repairs in an amount not to exceed $75,897.82. Applicant: NA Applicant Contact Information: NA Property Location: Related Ordinance, Policy or Guiding Principle: NA Staff Summary (background): A section of McDowell Mountain Road approximately one mile north of the Fountain Hills Middle School has an uneven pavement section. This uneven pavement section is approximately 200 feet in length and on a curve in the road. The pavement condition has continued to deteriorate and the northbound paved shoulder of the road which is used by cyclists has been closed off. The repairs are identified under capital project S6057 and the contracted amount includes a $10,000 owner's allowance for any unforeseen conditions that may arise. Risk Analysis (options or alternatives with implications): Fiscal Impact (initial and ongoing costs; budget status): $75,897.82 Budget Reference (page number): 328 Pg 328 Funding Source: Hurf Fund If Multiple Funds utilized, list here: CIP Fund $65,000, HURF $10,897.82 Budgeted; if No, attach Budget Adjustment Form: NA Recommendation(s) by Board(s) or Commission(s): NA Staff Recommendation(s): List Attachment(s): Contract C2016-247 SUGGESTED MOTION (for Council use): Motion to approve Cooperative Purchase Agreement C2016-247 between M. R. Tanner Development and Construction, Inc. and the Town of Fountain Hills for McDowell Mountain Road repairs in an amount not to exceed $75,897.82. Pagel of 2 Prepared by: NA 3/28/2016 a Directors A�pprov au ood, DevelopmentServices Director 3/28/2016 A roved: GraTy Miller, n Hager 3/28/2016 Page 2 of 2 Contract No. C2016-247 COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND M. R. TANNER DEVELOPMENT AND CONSTRUCTION, INC. THIS COOPERATIVE PURCHASING AGREEMENT (this "Agreement") is entered into as of April 7, 2016, between the Town of Fountain Hills, an Arizona municipal corporation (the "Town"), and M. R. Tanner Development and Construction, Inc., an Arizona corporation (the "Contractor"). RFCTTAT.0 A. After a competitive procurement process, the City of Chandler ("Chandler") entered into Contract No. ST5-745-3434, dated December 1, 2014, and amended by Amendment No. One, dated November 10, 2015 (the "Chandler Contract"), for the Contractor to provide asphalt patch maintenance and repair. A copy of the Chandler Contract is attached hereto as Exhibit A and incorporated herein by reference, to the extent not inconsistent with this Agreement. B. The Town is permitted, pursuant to Section 3-3-27 of the Town Code, to make purchases under the Chandler Contract, at its discretion and with the agreement of the awarded Contractor, and the Chandler Contract permits its cooperative use by other public entities, including the Town. C. The Town and the Contractor desire to enter into this Agreement for the purpose of (i) acknowledging their cooperative contractual relationship under the Chandler Contract and this Agreement, (ii) establishing the terms and conditions by which the Contractor may provide the Town with asphalt mill and overlay repair to McDowell Mountain Road, as more particularly set forth in Section 2 below (the "Materials and Services") and (iii) setting the maximum aggregate amount to be expended pursuant to this Agreement related to the Materials and 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 Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until April 6, 2017, unless terminated as otherwise provided in this Agreement or the Chandler Contract. 2. Scope of Work. Contractor shall provide the Materials and Services under the terms and conditions of the Chandler Contract and as more particularly set forth in the Proposal, attached hereto as Exhibit B and incorporated herein by reference. 2631874.1 3. Inspection; Acceptance. All Materials and Services are subject to final inspection and acceptance by the Town. Materials failing to conform to the requirements of this Agreement and/or the Chandler Contract will be held at Contractor's risk and may be returned to the Contractor. If so returned, all costs are the responsibility of the Contractor. Upon discovery of non -conforming Materials or Services, the Town may elect to do any or all of the following by written notice to the Contractor: (i) waive the non-conformance; (ii) stop the work immediately; or (iii) bring Materials or Service into compliance and withhold the cost of same from any payments due to the Contractor. 4. Compensation. The Town shall pay Contractor an aggregate amount not to exceed $75,897.82, of which $10,000.00 is an owner's contingency which shall be utilized at the Town's sole discretion, for Materials and Services at the unit rates set forth in the Chandler Contract and as more particularly set forth in the Proposal. 5. Payments. The Town shall pay the Contractor monthly, based upon acceptance and delivery of Materials and/or Services performed and completed to date, and upon submission and approval of invoices. Each invoice shall (i) contain a reference to this Agreement and the Chandler Contract and (ii) document and itemize all work completed to date. The invoice statement shall include a record of materials delivered, time expended and work performed in sufficient detail to justify payment. Additionally, invoices submitted without referencing this Agreement and the Chandler Contract will be subject to rejection and may be returned. 6. Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under Section 7 below, Contractor's and its subcontractors' 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 (i) 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 (ii) evaluation of the Contractor's and its subcontractors' compliance with the Arizona employer sanctions laws referenced in Section 7 below. To the extent necessary for the Town to audit Records as set forth in this Section, 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 Section. 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 Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 2631874.1 2 7. E -verify Requirements. To the extent applicable under Aiuz. 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 Axlz. REv. STAT. § 23-214(A). Contractor'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. 8. Conflict of Interest. This Agreement may be canceled by the Town pursuant to ARiz. REv. STAT. § 38-511. 9. Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 10. Agreement Subject to Appropriation. The Town is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the Town's then current fiscal year. The Town's obligations under this Agreement are current expenses subject to the "budget law" and the unfettered legislative discretion of the Town concerning budgeted purposes and appropriation of funds. Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then -current fiscal year term for which such funds were appropriated and budgeted for such purpose and the Town shall be relieved of any subsequent obligation under this Agreement. The parties agree that the Town has no obligation or duty of good faith to budget or appropriate the payment of the Town's obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The Town shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The Town shall keep Contractor informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town. Contractor hereby waives any and all rights to bring any claim against the Town from or relating in any way to the Town's termination of this Agreement pursuant to this section. 11. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Proposal, the Chandler Contract and invoices, the documents shall govern in the order listed herein. Notwithstanding the foregoing, and in conformity with Section 2 above, unauthorized exceptions, conditions, limitations or provisions in conflict with the terms of this Agreement or the Chandler Contract (collectively, the "Unauthorized Conditions"), other than the Town's project -specific requirements, are expressly declared void and shall be of no force and effect. Acceptance by the Town of any work order or invoice containing any such Unauthorized Conditions or failure to demand full compliance with the terms and conditions set forth in this Agreement or under the Chandler Contract shall not alter such terms and conditions or relieve Contractor from, nor be construed or deemed a waiver of, its requirements and obligations in the performance of this Agreement. 12. Rights and Privileges. To the extent provided under the Chandler Contract, the Town shall be afforded all of the rights and privileges afforded to Chandler and shall be the 2631874.1 3 "City" (as defined in the Chandler Contract) for the purposes of the portions of the Chandler Contract that are incorporated herein by reference. 13. Indemnification; Insurance. In addition to and in no way limiting the provisions set forth in Section 12 above, the Town shall be afforded all of the insurance coverage and indemnifications afforded to Chandler to the extent provided under the Chandler Contract, and such insurance coverage and indemnifications shall inure and apply with equal effect to the Town under this Agreement including, but not limited to, the Contractor's obligation to provide the indemnification and insurance. In any event, the Contractor shall indemnify, defend 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"), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or omissions, in connection with the work or services of the Contractor, its officers, employees, agents, or any tier of subcontractor in the performance of this Agreement. 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 (i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (iii) 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: GUST ROSENFELD P.L.C. One East Washington Street, Suite 1600 Phoenix, Arizona 85004-2553 Attn: Andrew J. McGuire, Esq. If to Contractor: M. R. Tanner Development and Construction, Inc. 1327 West San Pedro Street Gilbert, Arizona 85233 Attn: Kevin Day 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 (i) when delivered to the party, (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (iii) 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 2631874.1 4 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 parry, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 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: Bevelyn J. Bender, Town Clerk (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On , 2016, 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] 2631874.1 5 "Contractor" M. R. TANNER DEVELOPMENT AND CONSTRUCTION, INC., an Arizona corp ati By: Name: Alan Evans Title: President (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On March 22 '2016, before me personally appeared Alan Evans , the President of M. R. TANNER DEVELOPMENT AND CONSTRUCTION, INC., an 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. OFFICIAL SEAL \sLINDA M. SHULTZ NOTARY PUBLIC - State of Arizona MARICOPA COUNTY ✓� My Comm. Expires June 4, 2016 (Affix notary seal here) 2631874.1 6 Notary Public EXHIBIT A TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND M. R. TANNER DEVELOPMENT AND CONSTRUCTION, INC. [Chandler Contract] See following pages. 2631874.1 AMENDMENT NUMBER ONE, TO AGREEMENT BETWEEN THE CITY OF CHANDLER AND MR TANNER DEVELOPMENT & CONSTRUCTION, INC. ASPHALT PATCH MAINTENANCE AND REPAIR AGREEMENT NO. STS -745-3434 This Amendment No. 1 to that certain Agreement between the City of Chandler (CITY) and MR TANNER DEVELOPMENT & CONSTRUCTION, INC. (Contractor) for Asp l� t Patch a an Maintenan d Repair dated, October 24, 2014 and is entered into this /! day of fit -0m r , 2015. WHEREAS, the parties entered into contract for one year with provisions to extend for four (4) terms of one year each. This is the first renewal option. NOW THEREFORE, the parties agree as follows: - 1. Section 5 of the Agreement, as amended, extends the term of the agreement fora one -.01 year period from December 1, 2015 through November 30, 2016 in an amount not to exceed $250,000. 2. All other terms and conditions of the above referenced Contract shall remain unchanged and in full force and effect. All terms and conditions in the original Agreement not specifically amended herein shall be incorporated by reference in its entirety and shall remain in full force and effect. IN WITNESS WHEREOF, the parties have hereunto subscribed their names this day of aVeinber , 2015. CITY OF CHANDLE CONTRACT By. - By: Ma Title: FORM: r City Atto*Y (r6b) ATTEST: ity Clerk.:_ °s Y Q R _eso . C�:'•Q¢ q �. o Ay ®C'C'4rA [SEAL] ssssss+sayr �R1Z. 0��. " ATTEST: (If corporation) Secretary WITNESS: (If individual or Partnership) CITY OF CHANDLER SERVICES AGREEMENT ASPHALT PATCH MAINTENANCE & REPAIR AGREEMENT NO.: STS 745-3434 k) THIS AGREEMENT is made and entered into this jgtL day of 2014, by and between the City of Chandler, a Municipal Corporation of the State of Arizona, hereinafter referred to as "CITY", and MR TANNER DEVELOPMENT & CONSTRUCTION, INC,, hereinafter referred to as "CONTRACTOR". WHEREAS, CONTRACTOR represents that CONTRACTOR has the expertise and Is qualified to perform the services described in the Agreement. NOW THEREFORE, in consideration of the mutual promises and obligations set forth herein, the parties hereto agree as follows: 1. CONTRACT ADMINISTRATOR: 1.1. Contract Administrator. CONTRACTOR shall act under the authority and approval of the Sr. Streets Maintenance Coordinatorldesignee (Contract Administrator), to provide the services required by this Agreement. 1.2. Key Staff. This Contract has been awarded to CONTRACTOR based partially on the key personnel proposed to perform the services required herein. CONTRACTOR shall not change nor substitute any of these key staff for work on this Contract without prior written approval by CITY. 1.3. Subcontractors. During the performance of the Agreement, CONTRACTOR may engage such additional SUBCONTRACTORS as may be required for the timely completion of this Agreement. In the event of subcontracting, the sole responsibility for fulfillment of all terms and conditions of this Agreement rests with CONTRACTOR. 1.4. Subcontracts. CONTRACTOR shall not enter into any Subcontract under this Contract for the performance of this Contract without the advance written approval of CITY. The subcontract shall Incorporate by reference the terms and conditions of this Contract. 2. SCOPE OF WORK. CONTRACTOR shall provide Asphalt Patch Maintenance & Repair services all as more specifically set forth in the Scope of Work, labeled Exhibit B, Price List, labeled Exhibit C, Contractor's Equipment Llst, labeled Exhibit D, Subcontractor List, labeled Exhibit E, Performance and Payment Bonds, labeled Exhibit F1 and F2, Construction Sign Detail, labeled Exhibit G attached hereto and made a part hereof by reference and as set forth in the Specifications and details included therein. 2.1. Non -Discrimination. The CONTRACTOR shall comply with State Executive Order No. 99-4 and all other applicable City, State and Federal laws, rules and regulations, including the Americans with Disabilities Act. 2.2. Licenses. 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 as applicable to this contract. 2.3. Advertising, Publishing and Promotion of Contract. The CONTRACTOR shall not use, advertise or promote Information for benefit concerning this Contract without the prior written approval of the CITY. 2.4. Compliance With Applicable Laws. CONTRACTOR shall comply with all applicable Federal, state and local laws, and with all applicable licenses and permit requirements. Page 1 of 27 C— (— 10 -a 3 111 2.4.11 Pursuant to the provisions of A.R.S. § 41-4401, the Contractor hereby warrants to the City that the Contractor and each of its subcontractors ("Subcontractors") will comply with all Federal Immigration laws and regulations that relate to the immigration status of their employees and the requirement to use E -Verify set forth in A.R.S. §23-214(A) (hereinafter "Contractor Immigration Warranty"). 2.4.2 A breach of the Contractor Immigration Warranty (Exhibit A) shall constitute a material breach of this Contract that is subject to penalties up to and including termination of the contract. 2.4.3 The City retains the legal right to inspect the papers of any Contractor or Subcontractor employee who works on this Contract to ensure that the Contractor or Subcontractor is complying wiih the Contractor Immigration Warranty. The Contractor agrees to assist the City in the conduct of any such inspections. 2.4.4 The City may, at its sole discretion, conduct random verifications of the employment records of the Contractor and any Subcontractors to ensure compliance with Contractors Immigration Warranty. The Contractor agrees to assist the City in performing any such random verifications. 2.4.6 The provisions of this Article must be included in any contract the Contractor enters into with any and all of its subcontractors who provide services under this Contract or any subcontract. "Services" are defined as furnishing labor, time or effort in the State of Arizona by a contractor or subcontractor. Services include construction or maintenance of any structure, building or transportation facility or improvement to real property. 2.4.5 In accordance with A.R.S. §35-393.06, the Contractor hereby certifies that the Offeror does not have scrutinized business operations in Iran. 2.4.7 In accordance with A.F.S. §35-391.06, the Contractor hereby certifies that the Offeror does not have scrutinized business operations in Sudan. 2.5. Warranty. Each Bid must provide a one (1) year warranty/guarantee against defects in materials, workmanship and/or performance for all items. 3. .ACCEPTANCE AND DOCUMENT.- "110N, Each task shall be reviewed and approved by the Contract Administrator to determine acceptable completion. 3.1. Records. The CONTRACTOR shall retain and shall contractually require each SUBCONTRACTOR to retain all data and other "records" relating to the acquisition and performance of the Contract for a period of five years after the completion of the Contract. 3.1 Audit. At any time during the term of this Contract and five (5) years thereafter, the CONTRACTOR'S or any SUBCONTRACTOR'S books and records shall be subject to audit by the City to the extent that the books and records relate to the performance of the Contract or Subcontract. Upon request, the CONTRACTOR shall produce a legible copy of any or all such records. 3.3. New/Current Products. All materials, parts and other components incorporated in the work or services performed pursuant to this Contract shall be new, or the latest model and of the most suitable grade for the purpose intended. All work shall be performed in a skilled and workmanlike manner. 3.4. Property ol CITY. Any materials, including reports, computer programs and other deliverables, created under this Contract are the sole property of CITY. CONTRACTOR is not entitled to a patent or copyright on those materials and may not transfer the patent or copyright to anyone else. CONTRACTOR shall not use or release these materials without the prior written consent of CITY. Page 2 of 27 r. PRICE: CITY shall pay to CONTRACTOR an amount not to exceed TVIO HUNDRED FIFTY THOUSAND DOLLARS ($250,400; for the completion of all the work and services described herein, which sum shall include all costs or expenses incurred by CONTRACTOR, payable as set forth in Exhibit C, attached hereto and made a part hereof by reference. 4A. Taxes. CONTRACTOR shall be solely responsible for any and all tax obligations, which may result out of the CONTRACTOR'S performance of this Agreement. The CITY shall have no obligation to pay any amounts for taxes, of any type, incurred by the CONTRACTOR. 4.2. Payment. A separate invoice shall be issued for each shipment of material or service performed, and no payment will be issued prior to receipt of material and/or completion of specified services and receipt of a correct invoice. 4.3. Estimat.1d Quantitias. The quantities shown on Exhibit C (the Price List) are estimates only, based upon available information. Payment shall be based on actual quantities and there is no guarantee that any certain quantity shall be required by CITY. City reserves the right to increase or decrease the quantities actually required. 4.4. IRS W9 Form. In order to receive payment CONTRACTOR shall have a current I.R.S. W9 Form on file with CITY, unless not required by law. 4.5. Price Adjustment (Annual CP;). All prices offered herein shall be firm against any increase for one (1) year from the effective date of the Contract. Prior to commencement of subsequent renewal terms, CITY will entertain a request for price adjustments in accordance with the current Consumer Price Index. CONTRACTOR must request all price adjustments in writing at least sixty (60) days prior to the ranewal date. 4.6. Acceptance by City. CITY reserves the right to accept or reject the request for a price increase. If CITY approves the price increase, the price shall remain firm for the renewal term for which it was requested. if a price increase is agreed upon a written Contract Amendment must be approved and executed by the Parties. 4.7. Price Reduction. CONTRACTOR shall offer CITY a price reduction for its services concurrent with a published price reduction made to other customers. 6. TERM. The term of the Contract is one (1) year, commencing on Decernber ,Vt, 2014 and terminating on November 30, 20.16 unless sooner terminated in accordance with the provisions herein. CITY reserves the right, at its sole discretion, to extend the Contract for up to four (4) additional terms of one year each. CITY reserves the right, at its soie discretion, to extend the Contract for up to 60 days. G. USE Or -PHIS CONTRACT: The Contract is for the sole convenience of the City of Chandler. CITY reserves the rights to obtain like services from another source to secure significant cost savings or When timely completion cannot be met by CONTRACTOR. Page 3 of 27 3. 1. Cooperative Use o-' Contract. In addition to the City of Chandler and with approval of the CONTRACTOR, this Contract may be extended for use by other municipalities, school districts and government agencies of the State. A current listing of eligible entities may be found at tvww.maricol2a.gov/materials and then click on 'Contracts', 'S.A,V.E.' listing and 'ICPA'. Any such usage by other entities must be in accordance with the ordinance, charter and/or procurement rules and regulations of the respective political entity. If required to provide services on a school district property at least five (5) times during a month, CONTRACTOR shall submit a full set of fingerprints to the school district in accordance with A.R.S. 15- 512 of each person or employee who may provide such service. The District shall conduct a fingerprint check in accordance with A.R.S. 41-1750 and Public Law 92-544 of all CONTRACTORS, sub - CONTRACTORS or vendors and their employees for which fingerprints are submitted to the District. Additionally, the CONTRACTOR shall comply with the governing body fingerprinting policies of each individual school district/public entity. CONTRACTOR, sub -contractors, vendors and their employees shall not provide services on school district properties until authorized by the District. Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. The CITY shall not be responsible for any disputes arising out of transactions made by other agencies vho utilize this Agreement. 6.2. Emergency Purchases. CITY reserves the rights to purchase from other sources those items, which are required on an emergency basis and cannot be supplied immediately by the CONTRACTOR. 7. CITY'S CONTRACTUAL REMEDIES: 7.'1. Dight to Assurance. If the City in good faith has reason to believe that the CONTRACTOR does not intend to, or is unable to perform or continue performing under this Contract, the Contract Administrator may demand in writing that the CONTRACTOR give a written assurance of intent to perform. Failure by the CONTRACTOR to provide written assurance within the number of Days specified in the demand may, at the City's option, be the basis for terminating the Contract in addition to any other rights and remedies provided by law or this Contract. 7.2. Stop I.Mork Order. The City may, at any time, by written order to the CONTRACTOR, require the CONTRACTOR to stop all or any part, cf the work called for by this Contract for period(s) of days indicated by the City after the order is delivered to the CONTRACTOR. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the CONTRACTOR shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. 7.3. If a stop work order issued under this clause is canceled or the period of the order or any extension expires, the CONTRACTOR shall resume work. The Contract Administrator shall make an equitable adjustment in the delivery schedule or Contract price, or both, and the Contract shall be amended in writing accordingly. 7.4. Non-exclusive Remedies. The rights and the remedies of the City under this Contract are not exclusive. 7.5. Nonconforming Tender. Services and materials supplied under this Contract shall fully comply with Contract requirements and specifications. Services or materials that do not fully comply constitute a breach of contract. 7.6. Right of Offset. The City shall be entitled to offset against any sums due CONTRACTOR, any expenses or costs incurred by the City, or damages assessed by the City concerning the CONTRACTOR'S non -conforming performance or failure to perform the Contract, including expenses to complete the work and other costs and damages incurred by CITY. ?age 4 of 27 S. TERMINATION: 8.1. Termination for Convenience: CITY reserves the right to terminate this Agreement or any part thereof for its sole convenience with thirty (30) days written notice. In the event of such termination, CONTRACTOR shall immediately stop all work hereunder, and shall immediately cause any of its suppliers and subCONTRACTORs to cease such work. As compensation in full for services performed to the date of such termination, the CONTRACTOR shall receive a fee for the percentage of services actually performed. This fee shall be in the amount to be mutually agreed upon by the CONTRACTOR and CITY, based on the agreed Scope of Work. if there is no mutual agreement, the Management -Services Director shall determine the percentage of work performed under each task detailed in the Scope of Work and the CONTRACTOR'S compensation shall be based upon such determination and CONTRACTOR'S fee schedule included herein. 8.2. Termination for Cause: City may terminate this Agreement for Cause upon the occurrence of any one or more of the following events: 1) If CONTRACTOR fails to perform pursuant to the terms of this Agreement 2) If CONTRACTOR is adjudged a bankrupt or insolvent; 3) If CONTRACTOR makes a general assignment for the benefit of creditors; 4) If a trustee or receiver is appointed for CONTRACTOR or for any of CONTRACTOR'S property; F) If CONTRACTOR files a petition to take advantage of any debtor's act, or to reorganize under the bankruptcy or similar laws; 6) If CONTRACTOR disregards laws, ordinances, rules, regulations or orders of any public body having jurisdiction; 7) Where Agreement has been so terminated by CITY, the termination shall not affect any rights of CITY against CONTRACTOR then existing or which may thereafter accrue. 8.3. Cancellation for Conflict of Interest. Pursuant to A.R.S. § 38-511, CITY may cancel this Contract after Contract execution wii.hout penalty or further obligation if any person significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the City is or becomes at any time while this Contract or an extension of this Contract is in effect, an employee of or a consultant tc any other party to this Contract. The cancellation shall be effective when the CONTRACTOR receives written notice of the cancellation unless the notice specifies a later time. 8.4. Gratuities. CITY may, by written notice, terminate this Contract, in whole or in part, if CITY determines thai: employment or a Gratuity was offered or made by CONTRACTOR or a representative of CONTRACTOR to any officer or employee of CITY for the purpose of influencing the outcome of the procurement or securing this Contract, an amendment to this Contract, or favorable treatment concerning this Contract, including the making of any determination or decision about contract performance. The CITY, in addition to any other rights or remedies, shall be entitled to recover exemplary damages in the amount of three times the value of the Gratuity offered by CONTRACTOR. 8.5. Suspension or Debarment. CITY may, by written notice to the CONTRACTOR, immediately terminate this Contract if CITY determines that CONTRACTOR has been debarred, suspended or otlerwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a SUBCONTRACTOR of any public procurement unit or other governmental body. Submittal of an offer or execution of a contract shall attest that the CONTRACTOR is not currently suspended or debarred. If CONTRACTOR becomes suspended or debarred, CONTRACTOR shall immediately notify CITY. 8.6. Continuation ol Performance Through Termination. The CONTRACTOR shall continue to perform, in accordance with the requirements of the Contract, up to the date of termination, as directed in the termination notice. Page 5 of 27 8.7. 1!o Wgiver,. Either party's failure to insist on strict performance of any term or condition of the Contract shall not be deemed a waiver of that term or condition even if the party accepting or acquiescing in the nonconforming performance knows of the nature of the performance and fails to object to it. S.S. Availability of Funds for the next Fiscal Year. Funds may not presently be available under this agreement beyond the current fiscal year. No legal liability on the part of the CITY for services may arise under this agreement beyond the current fiscal year until funds are made available for performance of this agreement. The CITY may reduce services or terminate this agreement without further recourse, obligation, or penalty in the event that insufficient funds are appropriated. The City Manager shall have the sole and unfettered discretion in determining the availability of funds. S. FORCE JIAJEURE: Neither party shall be responsible for delays or failures in performance resulting from acts beyond their control. Such acts shall include, but not be limited to, acts of God, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, communication line failures, power failures, or earthquakes. 10. DISPUTE RESOLUTION: 10.1. Arizona Law. This Agreement shall be governed and interpreted according to the laws of the State of Arizona. 10.2. Jurisdiction and Venue. The parties agree that this Agreement is made in and shall be performed in Maricopa County. Any lawsuits between the Parties arising out of this Agreement shall be brought and concluded in the courts of Maricopa County in the State of Arizona, which shall have exclusive Jurisdiction over such lawsuits. 10.3. Fees and Costs. Except as otherwise agreed by the parties, the prevailing party in any adjudicated dispute relating to this Agreement is entitled to an award of reasonable attorney's fees, expert witness fees and costs including, as applicable, arbitrator fees; provided, however, that no award of attorney's fees shall exceed ten percent (10%) of the damages awarded the prevailing party unless the non - prevailing party has been determined to have acted in bad faith or in a frivolous manner during the adjudication. 10.4, INDENINIFICATION: To the fullest extent permitted by law, CONTRACTOR, its successors, assigns and guarantors, shall defend, indemnify and hold harmless City and any of its elected or appointed officials, officers, directors, commissioners, board members, agents or employees from and against any and all allegations, demands, claims, proceedings, suits, actions, damages, including, without limitation, property damage, environmental damages, personal injury and wrongful death claims, losses, expenses (including claim adjusting and handling expenses), penalties and fines (including, but not limited to, attorney fees, court costs, and the cost of appellate proceedings), judgments or obligations, which may be imposed upon or incurred by or asserted against the City by reason of this Agreement or the services performed or permissions granted under it, or related to, arising from or out of, or resulting from any negligent or intentional actions, acts, errors, mistakes or omissions caused in whole or part by CONTRACTOR, or any of its subcontractors, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, relating to the discharge of any duties or the exercise of any rights or privileges arising from or incidental to this Agreement, including but not limited to, any injury or damages claimed by any of CONTRACTOR's and subcontractor's employees. The amount and type of insurance coverage requirements set forth in the Agreement will in no way be construed as limiting the scope of indemnity in this paragraph. ?age 6 of 27 11. INSURANCE: 1. General. A. At the same time as execution of this Agreement, the CONTRACTOR shall furnish the City of Chandler a certificate of insurance on a standard insurance industry ACORD form. The ACORD form must be issued by an insurance company authorized to transact business in the State of Arizona possessing a current A.M. Best, Inc. rating of A-7, or better and legally authorized to do business in the State of Arizona with policies and forms satisfactory to CITY. Provided, however, the A.M. Best rating requirement shall not be deemed to apply to required Workers' Compensation coverage. B. The CONTRACTOR and any of its subcontractors, subconsultants or sublicensees shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Agreement are satisfied, the insurances set forth below. C. The insurance requirements set forth below are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement. D. The City in no way warrants that the minimum insurance limits contained in this Agreement are sufficient to protect CONTRACTOR from liabilities that might arise out of the performance of the Agreement services under this Agreement by CONTRACTOR, its agents, representatives, employees, subcontractors, sublicensees or subconsultants and the CONTRACTOR is free to purchase any additional insurance as may be determined necessary. E. Failure to demand evidence of full compliance with the insurance requirements in this Agreement or failure to identify any insurance deficiercy will not relieve the CONTRACTOR from, nor will it be considered a waiver of its obligation to maintain the required insurance at all times during the performance of this Agreement. F. Use of SubContractors: If any work is subcontracted in any way, the CONTRACTOR shall execute a written agreement with Subcontractor containing the same Indemnification Clause and Insurance Requirements as the City requires of the CONTRACTOR in this Agreement. The CONTRACTOR is responsible for executing the Agreement with the Subcontractor and obtaining Certificates of Insurance and verifying the insurance requirements. 2. Minimum Scope And Limits Of Insurance. The CONTRACTOR shall provide coverage with limits of liability not less than those stated below. A. Commercial General Liability -Occurrence Fort. CONTRACTOR must maintain "occurrence" form Commercial General Liability insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 aggregate. Said insurance must also include coverage for products and completed operations, independent contractors, personal injury and advertising injury. If any Excess insurance is utilized to fulfill the requirements of this paragraph, the Excess insurance must be "follow form" equal or broader in coverage scope than underlying insurance. B. Automobile Liability -Any Auto or Owned, Hired and tVon-Owned Vehicles Vehicle Liability: CONTRACTOR must maintain Business/Automobile Liability insurance with a limit of $1,000,000 each accident on CONTRACTOR owned, hired, and non -owned vehicles assigned to or used in the performance of the CONTRACTOR's work or services under this Agreement. if any Excess or Umbrella insurance is utilized to fulfill the requirements of this paragraph, the Excess or Umbrella insurance must be "follow form" equal or broader in coverage scope than underlying insurance. Page 7 of 27 C. Workers Compensation and Employers Liability Insurance: CONTRACTOR must maintain Workers Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of CONTRACTOR employees engaged in the performance of work or services under this Agreement and must also maintain Employers' Liability insurance of not less than $1,000,000 for each accident and $1,000,000 disease for each employee. D. Builders' Risk Insurance (Course of Construction). The CONTRACTOR bears all responsibility for loss to all Work being performed and o buildings under construction. Unless waived in writing by the City of Chandler, the CONTRACTOR will purchase and maintain in force Builders' Risk -installation insurance on the entire Work until completed and accepted by the City. This insurance will be Special Causes of Loss policy form, (minimally including perils of fire, flood, lightning, explosion, windstorm and hail, smoke, aircraft and vehicles, riot and civil commotion, theft, vandalism, malicious mischief, and collapse), completed value, replacement cost policy form equal to the GMP and all subsequent modifications. The CONTRACTOR's Builders' Risk -Installation insurance must be primary and not contributory. 1. Builders' Risk -installation insurance must name the City of Chandler, the CONTRACTOR and all tiers of Sub Contractors as Additional Insured's and must contain a provision that this insurance will not be canceled or materially altered without at least 30 days advance notice to the City. The City must also Le named as a Loss Payee under Builders' Risk -Installation coverage. 2. Builders' Risk -Installation insurance must cover the entire Work including reasonable compensation for architects and engineers' services and expenses and other soft costs" made necessary by an insured loss. Builders' Risk -Installation insurance must provide coverage from the time any covered property comes under the CONTRACTOR's control and or responsibility, and continue without interruption during course of construction, renovation and or installation, including any time during which any project property or equipment is in transit, off site, or while on site for future use or installation. Insured property must include, but not be limited to, scaffolding, false work, and temporary buildings at the site. This insurance must also cover the cost of removing debris, including demolition as may be legally required by operation of any law, ordinance, regulation or code. 3. The CONTRACTOR must also purchase and maintain Boiler and Machinery insurance with the same requirements as Builders' Risk-Installatior. insurance cited above if the Work to be performed involves any exposures or insurable property normally covered under a Boiler and Machinery insurance policy or made necessary as required by law or testing requirements in the performance of this Agreement. The CONTRACTOR will be responsible for any and all deductibles under these policies and the CONTRACTOR waives all rights of recovery and subrogation against the City under the CONTRACTOR -provided Builders' Risk -Installation insurance described above. 4. Builders' Risk Insurance must be maintained until whichever of the following first occurs: (i) final payment has been made; or, (ii) until no person or entity, other than the City, has an insurable interest in the property required to be covered. a. The Builders' Risk insurance must be endorsed so that the insurance will not be canceled or lapse because of any partial use or occupancy by the City. b. This insurance must include as named insureds, the City, the CONTRACTOR, SubContractors, Subconsultants and others with an insurable interest in the Work who will be named as additional insureds unless they are able to provide some level of coverage with the City and CONTRACTOR named as additional insureds. Certificates must contain a provision that the insurance will not be canceled or materially altered without at least 30 days advance notice to the City. The City must also be named as a Loss Payee under the Builders' Risk -Installation coverage. C. This insurance must be written using the Special Causes of Loss policy form, replacement cost basis. d. All rights of subrogation are, by this Agreement, waived against the City of Chandler, its officers, officials, agents and employees. e. The CONTRACTOR is responsible for payment of all deductibles under the Builders' Risk policy. Page 8 of 27 3. Additional Policv Provisions Reauired. A. Self-insured Retentions Or Deductibles. Any self-insured retentions and deductibles must be declared and approved by the City. If not approved, the City may require that the insurer reduce or eliminate any deductible or self-insured retentions with respect to the City, its officers, officials, agents, employees, and volunteers. B. City as Additional insured. The policies are to contain, or be endorsed to contain, the following provisions: 1. The Commercial General Liability and Automobile Liability policies are to contain, or be endorsed to contain, the following provisions: The City, its officers, officials, agents, and employees are additional insureds with respect to liability arising out of activities performed by, or on behalf of, the CONTRACTOR including the City's general supervision of the CONTRACTOR; Products and Completed operations of the CONTRACTOR; and automobiles owned, leased, hired, or borrowed by the CONTRACTOR. 2. The CONTRACTOR's insurance must contain broad form contractual liability coverage and must not exclude liability arising out of explosion, collapse, or underground property damage hazards ("XCU") coverage. 3. The City, its officers, officials, agents, and employees must be additional insureds to the full limits of (ability purchased by the CONTRACTOR even if those limits of liability are in excess of those required by this Agreement. 4. The CONTRACTOR's insurance coverage must be primary insurance with respect to the City, its officers, officials, agents, and employees. Any insurance or self-insurance maintained by the City, its officers, officials, agents, and employees shall be in excess of the coverage provided by the CONTRACTOR and must not contribute to it. 5. The CONTRACTOR's insurance must apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 6. Coverage provided by the CONTRACTOR must not be limited to the liability assumed under the irdemnification provisions of this Agreement. 7. The policies must contain a severability of interest clause and waiver of subrogation against the City, its officers, officials, agents, and employees, for losses arising from Work performed by the CONTRACTOR for the City. 8. The CONTRACTOR, its successors and or assigns, are required to maintain Commercial General L;'ability insurance as specified in this Agreement for a minimum period of 3 years following completion and acceptance of the Work. The CONTRACTOR must submit a Certificate of Insurance evidencing Commercial General Liability insurance during this 3 year, period containing all the Agreement insurance requirements, including naming the City of Chandler, its agents, representatives, officers, directors, officials and employees as Additional Insured as required. 9. If a Certificate of Insurance is submitted as verification of coverage, the City will reasonably rely upon the Certificate of Insurance as evidence of coverage but this acceptance and reliance will not waive or alter in any way the insurance requirements or obligations of this Agreement. If any of the required policies expire during the life of this Agreement, the CONTRACTOR must forward renewal or replacement Certificates to the City within 10 days after the renewal date containing all the necessary insurance provisions. Page 9 of 27 12. I410TICES: All notices or demands required to be given pursuant to the terms of this Agreement shall be given to the other party in writing, delivered by hand or registered or certified mail, at the addresses set forth below, or to such other address as the parties may substitute by written notice given in the manner prescribed in this paragraph. In the case of the CITY Contract Administrator: _ Contact: _ Mailing Address: _ Physical Address: City, State, Zip Phone: E -Mail: Sr. Street Maint. Coord Al Fausto 975 E. Armstrong Way Chandler, AZ 85225 480-782-3505 Alberto.fausto@chandleraz.gov In the case of the CONTRACTOR Firm Name: MR Tanner Development & Construction, Inc. Contact: Alan Evans Address: 1327 W. San Pedro St. City, State, Gilbert, AZ 85233 Zip Phone: 480-633-8500 FAX: 480-633-8111 aevans@mrtanner.com Notices shall be deemed received on date delivered, if delivered by hand, and on the delivery date indicated on receipt if delivered by certified or registered mail. 13. CONFLICT OF INTEREST: 13.1. No Klclzback. CONTRACTOR warrants that no person has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee; and that no member of the City Council or any employee of the CITY has any interest, financially or otherwise, in the firm unless this interest has been declared pursuant to the provisions of A.R.S. Section 38-501. Any such interests were disclosed in CONTRACTOR'S proposal to the CITY. 13.2. Kilc.kback Termination. CITY may cancel any contract or agreement, without penalty or obligation, if any person significantly involved in initiating, negotiating, securing, drafting or creating the agreement on behalf of the CITY is, at any time while the Agreement or any extension of the Agreement is in effect, an employee of any other party to the Agreement in any capacity or a CONTRACTOR to any other party to the Agreement with respect to the subject matter of the Agreement. The cancellation shall be effective when written notice frcm CITY is received by all other parties, unless the notice specifies a later time (A.R.S. X38-511). 13.3. No Confllzt: CONTRACTOR stipulates that its officers and employees do not now have a conflict of interest and it further agrees for itself, its officers and its employees that it will not contract for or accept employment for the performance of any work or services with any individual business, corporation or government unit that would create a conflict of interest in the performance of its obligations pursuant to this project. 14. GENERAL. TERMS: 14.1 Ownership. All deliverables and/or other products of the Contract (including but not limited to all software documentation, reports, records, summaries and other matter and materials prepared or developed by CONTRACTOR in performance of the Contract) shall be the sole, absolute and exclusive property of CITY, free from any claim or retention of right on the part of CONTRACTOR, its agents, sub -contractors, officers or employees. ?age 10 of 27 14.1 Performance and Payment Bonds. Within fifteen (15) days from the time a Contract is awarded, CONTRACTOR shall furnish fully executed Performance and Payment Bond (Labor and Materials) in such form and context as determined by CITY from a surety approved by CITY. Said bonds shall be in a sum no less than one hundred (100%) of the Contract price. CITY has the option to forfeit said bonds if the Contract is terminated by the default of CONTRACTOR or if CITY determines that CONTRACTOR is unable or unwilling to complete the work as specified in the Contract Documents. If the Contract schedule is not adhered to, and CITY determines that the work is unlikely to be completed within a reasonable time after the original target date, then CITY may terminate the Contract and collect the Performance Bond. The Performance Bond will be reviewed annually and any increases in the contract amount will require bond to be increased and reissued. 14.3 Entire Agreement. This Agreement, including all Exhibits attached hereto, constitutes the entire understanding of the parties and supersedes all previous representations, written or oral, with respect to the services specified herein. This Agreement may not be modified or amended except by a written document, signed by authorized representatives or each party. 14.4 Arizona Law. This Agreement shall be governed and interpreted according to the laws of the State of Arizona. 14.5 Assignment: Services covered by this Agreement shall not be assigned in whole or in part without the prior written consent of the CITY. 14:6 Amendments. The Contract may be modified only through a written Contract Amendment executed by authorized persons for both parties. Changes to the Contract, including the addition of work or materials, the revision of payment terms, or the substitution of work or materials, directed by a person who is not specifically Puthorized by the City in writing or made unilaterally by the CONTRACTOR are violations of the Contract. Any such changes, including unauthorized written Contract Amendments shall be void and without effect, and the CONTRACTOR shall not be entitled to any claim under this Contract based on such changes. 14.7 Independent CONTFUIXTOR. The CONTRACTOR under this Contract is an independent CONTRACTOR. Neither party to this Contract shall be deemed to be the employee or agent of the other party to the Contract. 14.8 No Parole Evidence. This Contract is intended by the parties as a final and complete expression of their agreement. No course of prior dealings between the parties and no usage of the trade shall supplement or explain any terms used in this document and no other understanding either oral or in writing shall be binding. Page 11 of 27 14.9 Authority: Each party hereby warrants and represents that it has full power and authority to enter into and perform this Agreement, and that the person signing on behalf of each has been properly authorized and empowered to enter this Agreement. Each party further acknowledges that it has read this Agreement, understands it, and agrees to be bound by it. IN WITNESS WHEREOF, the parties have hereunto subscribed their names to this day of 0e4'4 -Or , 2014. Approved as to form: SEAL �rC HQ -;'R FBiOy�: R/TH E ur CTO R 7;rattion Secreta ry oQ,F Q RqMp� t *: AL :* fZON PEge 12 of 27 EXHIBIT6`a Contractor Irnmigration Warranty To Be Completed by Contractor Prior to Execution of Contract A.R.S. § 41-4401 requires as a condition of your contract verification of compliance by the contractor and subcontractors with the Federal Immigration and Nationality Act (FINA), all other Federal immigration laws and regulations, and A.R.S. § 23-214 related to the immigration status of its employees. By completing and signing this form the contractor shall attest that it and all subcontractors performing work under the cited contract meet all conditions contained herein. Contract Number: ST5-145-3434 Name (as fisted in the contract): MR Tanner Development F; Construction, Inc. Street Name and Number: 1327 W. San Pedro St. City: Gilbert State: AZ Zip Code: 85233 I hereby attest that: 1. The contractor complies with the Federal Immigration and Nationality Act (FINA), all other Federal immigration laws and regulations, and A.R.S. § 23-214 related to the immigration status of those employees performing work under this contract; 2. All subcontractors performing work under this contract comply with the Federal Immigration and Nationality Act (F -INA), all other Federal immigration laws and regulations, and A.R.S. § 23-214 related to the immigration status of their employees. Signat r of Ictor (Employer) or Authorized Designee: LL Printed Name: Ke'Vin P Day Title: Ocrporate Secretary/Treasurer Oaie (month/day/year): 09/25/14 Page 13 of 27 EXHIBIT B SCOPE OF WORLK GENER:=,L INFOR 1flA"! IOP Contractor shall provide Asphalt Patch Maintenance & Repair services as specified herein. GEN ;RAL VENDOR ~ QUALIFICATIONS The Contractor shall be in compliance with all applicable Federal, State, Local, ANSI and OSHA laws, rules and regulations and all other applicable regulations for the term of this contract. The Contractor, without additional expense to the City, shall be responsible for obtaining and maintaining any necessary licenses and permits required in connection with the completion of the required services herein. The Bidder must hold a valid license issued by the State of Arizona Registrar of Contractors prior to submission of a proposal/bid and must maintain same throughout the duration of the contract term and any subsequent contract extensions. Failure to maintain said license may be grounds for default of the contract and subsequent termination. The Contractor may not subcontract any segment or services covered herein, without prior approval of the Contract Administrator. All subcontractors used under the scope of this contract shall meet all requirements, terms and conditions set forth herein. All subcontracted services shall be warranted by and be the responsibility of the Contractor. All products supplied by the Contractor shall meet all applicable Federal, State, Local, ANSI, and OSHA laws, rules, and regulations pertaining to the products covered under the scope of this contract. 1. GENEP.AL P1.1-.O,UIREMENTS. CONTRACTOR shall remove and replace asphalt materials, as well as dispose of old asphalt and all debris at CONTRACTOR'S expense. CONTRACTOR shall be responsible for traffic control as required by the CITY Barricade Manual and the Manual on Uniform Traffic Control Devices (MUTCD). CONTRACTOR shall be responsible for traffic control on all incidental work required to complete the task. CONTRACTOR shall include all labor; material, equipment needed to perform the work to the highest industry standards. The CITY reserves the right to adjust the amount of work required and number of locations involved for patching. The CITY also reserves the right to add other streets for patching to this Agreement. 2. CONTRACTOR shall provide asphalt patchwork, or where required, concrete repair and maintenance to CITY. Patches will vary in sizes ranging from 6'x6' to as large as, but not limited to, 20'x200' at various locations throughout the CITY and shall be replaced "in kind" or as directed by Conlracf Administratoddesignee. All patches larger than 7'Wx40'L shall require the use of a paving machine to insure the smoothest surface possible. The patchwork shall be of the highest industry standard and must meet the grades or edges of the existing asphalt surface. CONTRACTOR will not be required to perform the work unless the CITY has a total of approximately 60 square yards to be repaired. Ideally, CONTRACTOR should make every attempt to complete, on the same day, any and all asphalt removal and replacement. Sub -grade preparation after asphalt removal shall be in accordance with M.A.G. standards for this task. 3. CONTRACTOR shall supply asphalt material for this contract. The CITY shall approve the asphalt supplier prior to CONTRACTOR commencing work. The asphalt mix design shall meet the East Valley Asphalt Committee (EVAC) mix design criteria. On arterial streets, rubberized asphalt mix shall be used or as directed by Contract Administrator/designee. Page 14 of 27 4. Placement and compaction of patch material shall be accomplished in two (2) equal lifts to ensure proper density. The finished surface of the patch shall be flush with the adjoining pavement on all edges. Any newly installed patch that is not acceptable to the Contract Administrator/designee shall be removed and replaced to meet acceptable standards. Any additional cost incurred for re -work will be the responsibility of the Contractor. Compaction shall be accomplished using a self-propelled double drum vibratory asphalt roller, with a minimum operating weight of three (3) tons. Use of any other compaction equipment will not be allowed unless approved by the Contract Administrator/designee. 6. Asphalt milling depths will be determined by Contract Administrator/designee per Exhibit C. Areas milled must have vertical edges on all sides of the patch. 6. Asphalt patching done on arterial roads shall be a minimum of 5" thick or equal to the existing thickness of asphalt whichever is greater. On collector streets, the patches must be a minimum of 3" or equal to the existing thickness of the asphalt surface, whichever is greater. 7. The CITY shall mark all locations for patching or milling. Prior to commencing work, the Contract Administrator/designee and CONTRACTOR shall measure the areas and agree upon the square yards required. If working at signals, CONTRACTOR shall notify the CITY Traffic Division and Contract Administrator/designee 48 -hours prior to commencing work to ensure that the loops can be re -installed by CONTRACTOR. 9. At all signalized intersections where patching is required, an off-duty uniformed police officer shall be utilized. Traffic control plans shall be submitted to the Contract Administrator/designee for approval prior to commencing work. 10. CONTRACTOR shall seal all pavement cut joints with Crafco Polyflex Type III crack sealant (or approved equal) two (2) days after patchwork completion or as directed by Contract Administrator/designee. 11. Pavement repairs shall be water tested at the discretion of Contract Administrator or Designee before final acceptance. Any area not draining properly shall be corrected at CONTRACTOR'S expense. 12. Survey Monuments shall be adjusted according to MAG Standard Detail 120-1 and 120-2 as applicable. Survey monuments will be re-established by reference by a Registered Land Surveyor (RLS). The RLS shall reset the survey monuments. 13. Work site cleaning shall be required daily to remove any debris caused by asphalt removal/replacement operation. This task shall be done to the satisfaction of the Contract Administrator/designee. All clean up shall be included within removal/replacement pricing listed on attached Exhibit C and shall be at no additional cost to the CITY. 14. CONTRACTOR shall be responsible for identifying and locating (Blue Stake) all existing utilities affected by the work. CONTRACTOR shall be responsible for the repair of all damaged utilities resulting from this work and will coordinate with utility companies and affected residents and businesses for required outages. 15. CONTRACTOR shall use the most current version of CITY/agency and/or Maricopa Association of Governments (M.A.G.) standard details and specifications for inspection and quality assurance for all work being done under this Agreement. CONTRACTOR shall be responsible for ensuring that workmanship, materials, equipment, and site preparation meet or exceed the required specifications. The Contract Administrator/designee will inspect all phases of work and any unsatisfactory work or preparation shall be redone at no additional cost to the CITY. Page 15 of 27 16. CONTRACTOR shall be responsible for ordering and coordination of barricading and traffic control requirements. Set up shall be per the CITY/agency Traffic Barricade manual and MUTCD. Barricading restrictions on arterial streets cannot be in place earlier than 8:30 a.m. or after 4:00 p.m. Scheduling of asphalt placemert shall be coordinated to ensure that material has cooled enough to avoid tracking or damage. Any areas that cannot be completed and open to traffic by 4:00 PM must be steel plated, plates countersunk, in accordance with attached standard MAG Detail 211, before open to traffic and shall be at no additional cost to CITY. Traffic control shall be paid at the unit price listed, for each individual street segment, and for the length of time needed l:o complete all the work in accordance with the Agreement. 17. CONTRACTOR shall submit to Contract Administrator/designee a written proposed schedule of work for approval prior to commencing any work under this Agreement. 18. CONTRACTOR shall submit invoices for payment to Contract Administrator/designee for approval upon completion of work. All work by CONTRACTOR will be inspected and approved by Contract Administrator/designee prior to processing of any payments. ,19. The CITY reserves the right to conduct in-place density testing on newly placed asphalt patches. CONTRACTOR shall be required to re -compact any patch that does not meet a minimum of 95% maximum density compaction for Marshall mix and 93% maximum density compaction for RICE mix design being used. If required compaction is no longer attainable due to material cooling below a workable temperature, CONTRACTOR shall remove and replace the material. The CITY shall be responsible only for the cost of the initial testing. CONTRACTOR shall be responsible for any cost associated with re -testing areas requiring re- work. CONTRACTOR shall not be allowed to re -heat asphalt patches with an open flame heater. Any asphalt patch reheated with open flames shall be removed and replaced by the CONTRACTOR at no additional cost to CITY. 90. Work quantities and locations listed under this Agreement are subject to change and may be done solely at the discretion of the CITY. The CITY will provide CONTRACTOR with a list of the locations and approximate square yards of each location when required. 21. The CITY reserves the right to stop work under this Agreement at any time if, in their opinion: a) weather conditions become adverse for doing patchwork; b) quality of work is deemed unacceptable; c) conflicts in CONTRACTOR equipment or personnel cause delays in getting work completed; d) work schedules/locations conflict with other CITY activities, e) material is deemed unacceptable by Contract Administrator/designee. 22. Debris Shield. All manholes shall be protected from debris falling into them. If any material enters the manhole from this work, it shall be the responsibility of the CONTRACTOR to clean out the manhole to the satisfaction: of the utility company. CONTRACTOR shall be required to use (Manhole Debris Shields) in the process of working in manholes. Debris Shields shall be fabricated of plastic or wood and made of two half circles hinged in the middle to form one unit. The hinge shall allow the unit to fold in half to fit thru an open manhole. The unit is then unfolded and placed on the bottom of the manhole about the invert preventing debris from failing into the invert and sewer line. The actual diameter of the unit shall depend on the width of the manhole shaft. 23. Dust Control. CONTRACTOR shall keep suitable equipment on hand at the job site for maintaining dust control and shall employ appropriate equipment for that purpose in accordance with the requirements of the "Maricopa County Health Department Air Pollution Control Regulations" CONTRACTOR shall be responsible for obtaining an Air Quality Permit from Maricopa County prior to starting the require work, especially if earth- moving operations are involved. CONTRACTOR shall pay all permit fees. Page 16 of 27 DEFINITIONS: 1. asphalt removal and replacement: per inc`a cf depth / per sq. yd. total. All price items to include disposal of surplus materials by CONTRACTOR. All price items to include new materials placed, graded and compacted to standard MAG specifications. 2. Sub -base and sub -grade remova! and replacement: per cu. yd. Any surplus materials to be disposed of by CONTRACTOR. All materials to be placed, compacted and graded to finish grade as per standard MAG specifications. All price items to include replacement of approved materials. 3. Flew asphalt (..V(,) oily: per 1" of depth 1 per sq. yd. New material to be placed and compacted to standard MAG specifications. 4. New aggregate Mase course (ABC). per ton New material to be placed, graded and compacted to standard MAG specifications. 5. Cartl uvo_•k and sub -grade prepryratlon only: per cu. yd. All surplus material to be disposed of by CONTRACTOR. Sub -grade to be placed, compacted and graded to finished grade. Page 17 of 27 EXHIBIT C PRICING Line # Descript!on U -0-M. I Qty" Unit, Price"Extended Price T — 1 Saw cu:: per linear foot / per inch Up to 2" deep LF 600 $1.00 $600.00 Between 2" and 3" deep LF 300 $1.20 $360.00 Between 3" and 4" deep LF 300 $1.40 $420.00 Greater than 4" deep LF 200 $1.60 $320.00 2 EVAC Asphalt Remove! & Re lacemeni Up to 4" deep, 1 — 10 sq. yd SY 300 $30.00 $9,000.00 Up to 4" deep, 11 —100 sq. yd SY 500 $28.00 $14,000.00 Up to 4" deep, 101 sq. yd or more SY 1,000 $26.00 $26,000.00 Between 4" and 8" deep, 1 —10 sq yd SY 300 $34.00 $10,200.00 Between 4" and 8" deep, 11 —100 sq yd SY 300 $32.00 $9,600.00 Between 4" and 8" deep, 101 sq yd or more SY 300 $30.00 $9,000.00 3 Rubberized Asphalt Removal & Replacement Up to 4" deep, 1 — 10 sq. yd SY 200 1 $14.00 $2,800.00 Up to 4" deep, 11 — 100 sq. yd SY 500 $14.00 $7,000.00 Up to 4" deep, 101 sq. yd or more SY 200 $14.00 $2,800.00 Greater than 4" thick SY 100 $15.00 $1,500.00 4 2" Asphalt Cap SY 2,000 $10.00 $20,000.00 5 Asphalt milling up to 2" deep, per sq yd SY 1,000 $6.00 $6,000.00 6 Asphalt milling greater than 2" deep, per sq d SY 1 250 $11.00 $2,750.00 7 Sub -base and sub -grade removal and re lacement, per cu yd CY 200 $11.00 $2,200.00 8 Police Officer for traffic control. Contractor will be paid the actual cost of hiring off-duty uniformed police officer andsquad car NIA NIA $10,000.00 $10,000.00 9 Traffic control (per 24-hour da DAY 50 $250.00 $12,500.00 10 New AIC only, 1" deep per sq yd SY 150 $14.00 $2,100.00 11 New ABC only, place and compacted TON 50 $30.00 $1,500.00 12 Sub -grade work only, per cu yd CY 200 $6.00 $1,200.00 13 Remove concrete curb & gutter per lineal foot .F 100 $10.00 $1,000.00 14 Place concrete curb & gutter (per lineal foot) LF 100 $21.00 $2,100.00 Page 18 of 27 TC-sAL ITEMS 1-25 $250,000.00 -ttri-V-1 t c . **Pricing shall include placing of barricades by CONTRACTOR. *Quantities are listed as estimates ONLY and are not guaranteed. CONTRACTOR small use the mast current Clity of Chandler andloi M.A.G. standard details and specifications. Page 19 of 27 Removal of concrete flatwork up to 4" thick SF 500 15 (per sq ft) $4.00 $2,000.00 16 Removal of concrete flatwork between 4" and 8" thick SF 200 $9.00 $1,800.00 (per sq ft 17 Place finished concrete flatwork up to 4" thick (per sq ft) SF 500 $5.00 $2,500.00 18 Place finished concrete flatwork between 4" and 8" thick(per sq ft SF 200 $10.00 $2,000.00 19 Standard COC signal loop, 6'x 50' EA 1 $3,150.00 $3,150.00 20 Pre -Lower manhole frame and cover EA 75 $220.00 $16,500.00 21 Adjust existing manhole frame and cover - per RAG Standard Detail 420-1, 420-2, or EA 75 $360.00 $27,000.00 422 22 Pre -lower valves, survey monuments & sevrer clean -outs EA 50 $220.00 $11,000.00 23 Adjust existing frame cover for valves, survey monuments & sewer clean -outs - EA 50 $340.00 $17,000.00 per MAG Standard Detail 270 24 General Survey HOUR 48 $200.00 $9,600.00 25 Crack seal (per linear foot) '_F 2,500 $1.00 1$2,500.00 TC-sAL ITEMS 1-25 $250,000.00 -ttri-V-1 t c . **Pricing shall include placing of barricades by CONTRACTOR. *Quantities are listed as estimates ONLY and are not guaranteed. CONTRACTOR small use the mast current Clity of Chandler andloi M.A.G. standard details and specifications. Page 19 of 27 EXHISIT D Page 20 of 27 FY.HIBIT E SUBCONTRACTOR'S LIST Fach bidder MUST complete information regarding each Sub -Contractor which may be used in conjunction with this carp"Tact. The bidder must submit the name, address, license number (if applicable) of each subcontractor including the extent of such subcontracting and include with bid submittal documents. (Bidder may supply additional pages as needed to identify all subs). NAME: Specialty Companies LICENSE ROC 203812 ADDRESS: 22223 N. 16TH St. Phoenix, AZ 85024 CONTACT PERSON /TELEPHONE: Gary Waugh EMAIL ADDRESS: gwaughscofa()a aol.com 623-582-2385 EXTENT OF WORK: Utility Adiustments NAME: Bryco Milling LICENSE 206914 ADDRESS: 1959 S. Power Rd #103-375 Mesa. AZ 85206 CONTACT PERSON /TELEPHONE: Derek Kennedy 480-987-9133 EMAIL ADDRESS: brycomillinc�O-vahoo.com EXTENT OF WORK: Asphalt Milling NAME: Metro Traffic Control LICENSE 196764 ADDRESS: 7777 N. 70"' Ave. Glendale. AZ 8303-1334 CONTACT PERSON / TELEPHONE: Brantley Gailimore 623-313-5204 EMAIL ADDRESS: brantley(M-metrotrafficconirol.net EXTENT OF WORK: Barricades/Traffic Control P ags 21 of 27 EXHIBIT F1 PERFORMANCE BOND STATUTORY PERFORMANCE BOND PURSUANT TO TITLE 34, CHAPTER 2, ARTICLE 2, OF THE ARIZONA REVISED STATUTES (Penalty of this bond must be 100% of the Bond amount) KNOW ALL MEN BY THESE PRESENTS. That, (hereinafter called the Principal), as Principal, and ` a corporation organized and existing under the law of the State of with its principal office in the City of , (hereinafter called the Surety), as Surety, are held and firmly bound unto the City of Chandler, Ccunty of Maricopa, State of Arizona, in the amount of Dollars ($ ), for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severely, firmly by these presents. WHEREAS, the Principal has entered into a certain written Contract with the City of Chandler, Dated the day of for _Asphalt Patchvvork •-- Maintenance, Repair & Svs, Bid No. 3T5-74+ '-3434, which Contract is hereby referred to and made a part hereof as fully and to the same extent as if copies at length herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall faithfully perform and fulfill all the undertakings, covenants terms, conditions, and agreements of said contract during the original term of said Contract and any extensions thereof, with or without notice to the Surety, and during the life of any warranty required under the contract, and shall also perform and fulfill all the undertakings, covenants, terms, conditions, and agreements of any and all duly authorized modifications of conditions of said Contract that may hereafter be made, notice of which modifications to the Surety being hereby waived; then the above obligations shall be void, otherwise to remain in full force and effect PROVIDED, HOWEVER that this bond is executed pursuant to the provisions of Title 34, Chapter 2, Article 2 of the Arizona Revised Statutes, and all liabilities on this bond shall be determined in accordance with the provisions of said Title, Chapter and Article, to the extent as if it were copied at length herein. The prevailing party in a suit on this bond shall be entitled to such reasonable attorney's fees as may be fixed by a judge of the Court. Witness our hands this day of 2010. AGENT OF RECORD AGENT ADDRESS PRINCIPAL SEAL BY SURETY SEAL Page 22 of 27 EXHIBIT F2 PAYMENT BOND ARIZONA STATUTORY PAYMENT BOND PURSUANT TO TITLES 28, 34, AND 41, OF THE ARIZONA REVISED STATUTES (Penalty of this Bond must be 100% of the Contract amount) KNOIA! ALL MEN BY THESE PRESENTS: 'SHAT: (hereinafter "Principal"), as Principal, and (hereinafter "Surety"), a corporation organized and existing under the laws of the State of with its principal office in the City of , holding a certificate of authority to transact surety business in Arizona issued by the Director of the Department of Insurance pursuant to Title 20, Chapter 2, Article 1, as Surety, are held and firmly bound unto the City of Chandler, (hereinafter "Obligee") County of Maricopa, State of Arizona, in the amount of Dollars ($ ), for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written Contracl. with the City of Chandler, dated the day of , 2010, for _Asphalt Patchwork — Maintenance, Repair (14 Svs, Bid No. STS -745-3434, which Contract is hereby referred to and made a part hereof as fully and to the same extent as if copies at length herein. NOW, THEREFORE, THE CONDITION CF THIS OBLICATION IS SUCH, that if the Principal promptly pays all moneys due to all persons supplying labor or materials to the Principal or the Principal's subcontractors in the prosecution of the work provided for in said contract, this obligation is void. Otherwise it remains in full force and effect. PROVIDED, HOWEVER that this bond is executed pursuant to the provisions of Title 34, Chapter 2, Article 2 Arizona Revised Statutes, and all liabilities on this bond shall be determined in accordance with the provisions, conditions and limitations of Title 34, Chapter 2, Article 2, Arizona Revised Statutes, to the same extent as if it were copied at length in this agreement. The prevailing party in a suit on this bond shall recover as part of the judgment reasonable attorney fees that may be fixed by a judge of the court. Witness our hands this day of , 2010. PRINCIPAL SEAL AGENT OF RECORD BY SURETY SEAL AGENT ADDRESS Page 23 of 27 EXHIBIT G CONSTRUCTION SIGN DETAIL 81 <-- 4" X 4" POSTS ---> NOTES: SIGN(S) SHALL BE FURNISHED AND ERECTED PRIOR TO COMMENCEMENT OF CONSTRUCTION. POSTS SHALL BE ANCHORED A MINIMUM OF TWO FEET INTO THE GROUND. BOTTOM OF SIGN SHALL BE A MINIMUM OF FOUR FEET ABOVE THE GROUND. TYPICAL PROJECT IDENTIFICATION SIGN FOR GENERAL PROJECTS SHALL BE NON- REFLECTORIZED C?raANGE BACKGROUND, AND NON-REFLECTORIZED BLACK LETTERS AND NUMERALS. ONE SIGN SHALL BE ERECTED FOR BUILDINGS AND OTHER LIMITED AREA SINGLE SITES. FOR MULTIPLE SITES, ONE SIGN SHALL BE ERECTED AT EACH SITE. FOR LINEAR PROJECTS ONE HALF MILE OR LONGER, PLACE ONE SIGN AT EACH END OF THE PROJECT. Page 24 of 27 311 CITY OF CHANDLER 511 311 PUTTING YOUR FUNDS TO WORK 511 311 PROJECT TITLE: 5f1 41 311 PROJECT NUMBER: 3" 2'1 PROJECT COST: 311 211 CONTRACTOR: 311 211 ENGINEER: 311 <-- 4" X 4" POSTS ---> NOTES: SIGN(S) SHALL BE FURNISHED AND ERECTED PRIOR TO COMMENCEMENT OF CONSTRUCTION. POSTS SHALL BE ANCHORED A MINIMUM OF TWO FEET INTO THE GROUND. BOTTOM OF SIGN SHALL BE A MINIMUM OF FOUR FEET ABOVE THE GROUND. TYPICAL PROJECT IDENTIFICATION SIGN FOR GENERAL PROJECTS SHALL BE NON- REFLECTORIZED C?raANGE BACKGROUND, AND NON-REFLECTORIZED BLACK LETTERS AND NUMERALS. ONE SIGN SHALL BE ERECTED FOR BUILDINGS AND OTHER LIMITED AREA SINGLE SITES. FOR MULTIPLE SITES, ONE SIGN SHALL BE ERECTED AT EACH SITE. FOR LINEAR PROJECTS ONE HALF MILE OR LONGER, PLACE ONE SIGN AT EACH END OF THE PROJECT. Page 24 of 27 Construction signs required i"or worrk: Whenever any work is being done in CITY streets, easements or right of way for which approval by CITY of a traffic control plan is required, the person or persons performing such work shall maintain at the site of such work at all times during which any such work is being done, signage meeting the requirements set forth below and providing information to the public as follows: 1. If the work will take one (1) week or longer to perform, such signage shall: a) Be installed so that the bottom of the sign is at least seven (7) feet above grade, or as otherwise approved by CITY Transportation Engineer; b) Be at least 3'x5' in size or large enougil to contain all the information required below, whichever is larger. c) Be placed in such positions that they can be read by traffic from each direction. d) Be colored "construction orange" with black letters. e) Have block letters at least 6" in height. f) Contain the following information: the name of the CONTRACTOR for whom the work is being performed; the name of the CONTRACTOR actually performing the work; a general description of the work to be done; the time frame within which the work will be performed, i.e. the date work will commence and the date all work will be completed; a 24-hour contact phone number where persons may speak with a representative of the CONTRACTOR for whom the work is being performed or may 'leave a request to speak with such a representative and for which all calls will be turned by such a representative of the CONTRACTOR within 24 -hours. 2. 11 the work will take less than one (1) week to perform, such signage shall: a. Be installed on temporary supports at an approved location; b. Be placed in such positions that they can be read by traffic from each direction; c. Be colored "construction orange" with black letters; d. Have block letters at least 6" in height; e. Contain the following information: the name of CONTRACTOR for whom the work is being performed; f. a 24-hour contact phone number where persons may speak with a representative of the CONTRACTOR for whom the work is being performed or may leave a request to speak with such a representative and for which all calls will be returned by such a representative of the CONTRACTOR within 24 -hours. ?age 25 of 27 DEVELOPER CONTRACTOR 9-1-14 TO 9-30-14 (480) 782=XXXX Page 26 of 27 CONTRACTOR I m 148;0) 782 XXXX Page 27 of 27 EXHIBIT B TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND M. R. TANNER DEVELOPMENT AND CONSTRUCTION, INC. [Proposal] See following page. 2631874.1 WRITANNER CONSTRUCTION 1327 West San Pedro Street Gilbert, Arizona 85233-2403 Phone (480) 633-8500 Fax (480) 633-8111 To Fountain Hills Attention Paul Mood COST ESTIMATE CLASS A LICENSE NO. 111576-A An Equal Opportunity Employer Date 11/4/2015 Job Name Fort McDowell Road Location Fountain Hills, AZ Architect- Engineer na Plans Dated na Soil Engineer na Report Date na We propose to furnish all labor and material necessary to complete the work as described per our unit prices. All work will be done in accordance with the plans, specifications, and per the requirements of the governing municipality. Thank you for the opportunity of submitting a bid on the above- described job. PROPOSAL OF WORK TO BE FURNISHED NO. ITEM DESCRIBED QUANTITY UNIT UNIT PRICE AMOUNT DESCRIPTION: ALL LABOR AND MATERIAL TO PROVIDE FULL WIDTH MILL, GRADE, PAVE FORT MCDOWELL ROAD. 1 MILL FULL DEPTH 800.00 SY 6.00 4,800.00 2 MILL 1.50" 800.00 SY 6.00 4,800.00 3 SUBGRADE PREP 800.00 SY 6.00 4,800.00 4 6" ABC 275.00 TN 30.00 8,250.00 5 A.C. OVERLAY (1.50") 800.00 SY 10.00 8,000.00 6 A.C. OVERLAY (4.00") 800.00 SY 20.00 16,000.00 7 TRAFFIC CONTROL PER JOB 1.00 LS 12,000.00 12,000.00 8 POLICE OFFICERS 32.00 HR 65.00 2,080.00 9 ENGINEERING/SURVEY 16.00 HR 200.00 3,200.00 10 STRIPING 1.00 LS 1,500.00 1,500.00 SUBTOTAL $ 65,430.00 SALES TAX (+1.1% ADD FOR FOUNTAIN HILLS) $ 467.82 TOTAL BID $ 65,897.82 Payment to be based on actual field -measured quantities unless otherwise stated. 90% monthly progress draws on completed work with the final 10% due 30 days after final completion and acceptance of our work. Interest will be charged at the rate of 1.5% per month on all late balances. Any and all costs or fees necessarily incurred in the pursuit of the collection of this account will be paid by the owner. ACCEPTANCE OF CONTRACT/ PROPOSAL The above prices, specifications and conditions on the front and back of this proposal are satisfactory and are hereby accepted, giving M.R. TANNER CONSTRUCTION authorization to complete work as specified. Funding verification and further payment term conditions to be established prior to execution of contract agreement or commencement of work. M. R. TANNER CONSTRUCTION Firm Name: By: Accepted by: Title: Title: Date: Date: Meeting Date: 4/7/2016 Agenda Type: Consent Meeting Type: Regular Session Submitting Department: Administration Staff Contact Information: Craig Rudolphy, Finance Director, 480-816-5162, crudolphy@fh.az.gov Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): CONSIDERATION of a PROFESSIONAL SERVICES AGREEMENT with Heinfeld, Meech & Co., P,C. for financial auditing services in the amount of $110,725. Applicant: Applicant Contact Information: Property Location: Related Ordinance, Policy or Guiding Principle: Staff Summary (background): The current contract with CliftonLarsonAllen for financial auditing services expired with the completion of the June 30, 2015, audit of the Town and the issuance of the Town's Comprehensive Annual financial Report (CAFR). The Town is required by statute to have an audit of its financial records. In order to select the next auditing firm, the Town prepared and issued a Request for Proposals (RFP) for Financial Auditing Services in January 2016. Seven responses were received. The evaluation committee reviewed the submitted proposals and selected three firms for oral presentations. Those presentations were held on March 21. The firm recommended by the committee is Heinfeld, Meech & Co., P.C. This firm has the desired experience and qualificatons and was the Town's auditor previously for fiscal years 2007 through 2009. Risk Analysis (options or alternatives with implications): Fiscal Impact (initial and ongoing costs; budget status): Budget Reference (page number): pp 162-165 Funding Source: General Fund If Multiple Funds utilized, list here: Budgeted; if No, attach Budget Adjustment Form: Yes Recommendation(s) by Board(s) or Commission(s): Staff Recommendation(s): Approve List Attachment(s): Professional Services Agreement SUGGESTED MOTION (for council use): Move to approve PROFESSIONAL SERVICES AGREMENT as listed. Page 1 of 2 Prepared by: NA 8/25/2015 Directorjs Approv, 4 raig u o y, Finance Director / 1 zPg1j"! Grady E Miller, ToMa ager 3/29/2016 Page 2 of 2 Contract No. C2016-229 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HEINFELD, MEECH & CO., P.C. THIS PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is entered into as of April 7, 2016, between the Town of Fountain Hills, an Arizona municipal corporation (the "Town"), and Heinfeld, Meech & Co., P.C., an Arizona professional corporation (the "Consultant"). RFfTTAT.0 A. The Town issued a Request for Proposals, Financial Auditing Services (the "RFP"), a copy of which is on file in the Town Clerk's Office and incorporated herein by reference, seeking proposals from vendors for financial auditing services (the "Services"). B. The Consultant responded to the RFP by submitting a proposal (the "Proposal"), attached hereto as Exhibit A and incorporated herein by reference, and the Town desires to enter into an Agreement with 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. 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 April 6, 2019 (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 to two successive one-year terms (each, a "Renewal Term") if (i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal in each subsequent year, (ii) at least 30 days prior to the end of the then -current term of this Agreement, the Consultant 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 Consultant'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 Consultant, elect to waive this requirement and renew this Agreement. The Initial Term and any Renewal Term(s) are collectively referred to herein as the "Term." Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect. 2640914.1 2. Scope of Work. Consultant shall provide the Services as set forth in the Scope of Work, attached hereto as Exhibit B and incorporated herein by reference, in accordance with the Engagement Letter, attached hereto as Exhibit C and incorporated herein by reference. 3. Compensation. The Town shall pay Consultant the following amounts for the Services at the rates set forth in the Fee Proposal, attached hereto as Exhibit D and incorporated herein by reference: A. For year one of the Initial Term, an amount not to exceed $34,500.00. B. For year two of the Initial Term, an amount not to exceed $39,350.00. C. For year three of the Initial Term, an amount not to exceed $36,875.00. D. For the First Renewal Term, an amount not to exceed $38,200.00. E. For the Second Renewal Term, an amount not to exceed $43,500.00 The maximum aggregate amount for the Term of this Agreement shall not exceed $192,425.00. 4. Pam. The Town shall pay the Consultant monthly, based upon work performed and completed to date, and upon submission and approval of invoices. All invoices shall document and itemize all work completed to date. Each invoice statement shall include a record of time expended and work performed in sufficient detail to justify payment. The contract number must be referenced on all invoices. 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. 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. Consultant 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, Consultant 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 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 2640914.1 2 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 to the highest professional standards in the field. 10. Indemnification. To the fullest extent permitted by law, the Consultant shall indemnify, defend 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 Parry may become subject, under any theory of liability whatsoever ("Claims"), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or omissions, in connection with the work or services of the Consultant, its officers, employees, agents, or any tier of subcontractor 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 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 Amz. 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, 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. 2640914.1 3 D. Coverage. 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 agents, representatives, 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 Section 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. Prior to commencing any work or services under this Agreement, 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 2640914.1 4 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 the RFP number and title or this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate RFP 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 RFP 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) 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. Commercial General Liability. Consultant 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 2640914.1 5 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. Consultant shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Consultant's owned, hired and non -owned vehicles assigned to or used in the performance of the Consultant'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 Consultant engages in any professional services or work adjunct or residual 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. D. 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. 2640914.1 6 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 Consultant of written notice by the Town. Upon termination for convenience, Consultant 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 Consultant 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 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. 12.4 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 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. 12.6 Agreement Subject to Appropriation. The Town is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the Town's then current fiscal year. The Town's obligations under this Agreement are current expenses subject to the "budget law" and the unfettered 2640914.1 7 legislative discretion of the Town concerning budgeted purposes and appropriation of funds. Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then -current fiscal year term for which such funds were appropriated and budgeted for such purpose and the Town shall be relieved of any subsequent obligation under this Agreement. The parties agree that the Town has no obligation or duty of good faith to budget or appropriate the payment of the Town's obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The Town shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The Town shall keep Consultant informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town. Consultant hereby waives any and all rights to bring any claim against the Town from or relating in any way to the Town's termination of this Agreement pursuant to this section. 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 of its agreed Scope of Work as set forth in Section 2 above. 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 the Maricopa County, Arizona. 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. 2640914.1 8 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 Relationship of the Parties. 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 is advised that taxes or Social Security payments will not be withheld from any Town payments issued hereunder and Consultant agrees to be fully and solely responsible for the payment of such taxes or any other tax applicable to this Agreement. 13.8 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. 13.9 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 and no delegation of any duty of Consultant shall be made 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. 13.10 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 written approval of the Town. 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. 13.11 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 2640914.1 9 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. 13.12 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 parry 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. 13.13 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. 13.14 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. 13.15 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: GUST RoSENFELD P.L.C. One East Washington Street, Suite 1600 Phoenix, Arizona 85004-2553 Attn: Andrew J. McGuire, Esq. If to Consultant: Heinfeld, Meech & Co., P.C. 3033 North Central Avenue, Suite 300 Phoenix, Arizona 85012 Attn: Jennifer Shields 2640914.1 10 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 parry, (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. 13.16 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. 13.17 Records and Audit Rights. To ensure that the Consultant and its subcontractors are complying with the warranty under subsection 13.18 below, Consultant's and its subcontractors' 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 13.18 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. 13.18 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- 2640914.1 11 verify requirements under ARiz. REv. STAT. § 23-214(A). Consultant'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. 13.19 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 RFP and the Consultant's Proposal, 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 Consultant. Consultant 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 Consultant. 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. [SIGNATURES ON FOLLOWING PAGES] 2640914.1 12 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: Bevelyn J. Bender, Town Clerk (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On , 2016, 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] 2640914.1 13 "Consultant" HEINFELD, MEECH & CO., P.C., an Ari na professional corporation By: O4 Name:A he kaiJ4 (ACKNOWLEDGMENT) STATE OF ARIZONA A.4- ) ss. COUNTY OF ) On fqq r e ,3 c, , 2016, before me personally appeared k)cq n, e Qrj I g y , the A IA ne r of HEINFELD, MEECH & CO., P.C., an Arizong professional 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 STATE OF ARIZONA Pima County JOANN K. NIESE Nota P blic My Conx welon Expires June 16, 2017 (Affix notary 2640914.1 14 EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HEINFELD, MEECH & CO., P.C. [Consultant's Proposal] See following pages. 2640914.1 Town of Fountain Hills Proposal for Financial Auditing Services Due: February 18, 2016 K HEINFELD, MEECH & CO., P.C. CPAs and Business Consultants 3033 N. Central Ave., Suite 300 Phoenix, AZ 85012 (602) 277-9449 Table of Contents Contents Page A. General Information 1. Cover Letter.................................................................................................................... l 2. Vendor Identification Information.................................................................................2 3. Location of Offices.........................................................................................................2 4. General Description of Organization..............................................................................2 5. Terminated Contracts.....................................................................................................2 6. Litigations and Arbitrations............................................................................................ 3 7. Vendor Information Form.............................................................................................. 3 8. Affirmation of Mandatory Qualifications...................................................................... 3 B. Experience and Qualifications of Vendor 1. Detailed Description of Experience................................................................................ 3 2. External Quality Control Review................................................................................... 7 3. References...................................................................................................................... 9 C. Key Positions 1. Key Personnel Members..............................................................................................10 2. Roles and Responsibilities of Key Positions................................................................10 3. Subcontractor................................................................................................................10 4. Resumes.......................................................................................................................10 D. Project Approach 1. Audit Work Plan...........................................................................................................11 2. Plans to Meet Time Constraints...................................................................................12 3. Organization and Staffing of the Audit........................................................................12 4. Audit Sampling for Tests of Compliance.....................................................................13 5. Sample Sizes.................................................................................................................13 6. Extent and Use of Software..........................................................................................14 7. Type and Extent of Analytical Procedures...................................................................14 8. Gaining an Understanding of Internal Controls...........................................................14 9. Determining Laws and Regulations Subject to Test Work..........................................14 10. Identification of Anticipated Potential Audit Problems...............................................15 E. Project Schedule...................................................................................................................15 Exhibits 1. Vendor Information Form 2. Resumes and Continuing Professional Education "k," February 18, 2016 Town of Fountain Hills 16705 East Avenue of the Americas Fountain Hills, Arizona 85268 Thank you for the opportunity to present our qualifications for financial auditing services to the Town of Fountain Hills (Town). As a firm specializing in the governmental and non-profit industries, this engagement will be similar to the 3,735 financial statement audits we have performed since 1986. Our firm is the governmental industry leader in Arizona, currently providing assurance services to 190 local governments in the State. The following attributes demonstrate the most important reasons that our firm should be selected as the Town's independent auditor. ✓ National Experts Based in Arizona. Heinfeld, Meech & Co., P.C. is a recognized national leader in the governmental accounting industry. We are an Arizona -based firm and we have extensive resources within the state to assist the Town with this engagement. Our Arizona partners and managers are actively involved in both local and national organizations, including the AICPA, ASCPA, Government Finance Officers Association, and Association of Government Accountants. ✓ Dedicated to Being Your Year -Round Resource. Our firm has been dedicated to assisting governmental agencies with improving operations for 30 years. This commitment has also led us to develop a series of trainings on important accounting and management topics for local governments. The engagement partner and team staff will also be available to provide assistance with questions throughout the year. When the Town requires more extensive assistance, our full-time consulting division provides a range of services specifically designed to address the needs of local governments. ✓ Single Audit and CAFR Expertise. Our firm is also registered with the AICPA Governmental Audit Quality Center (GAQC), which is committed to the highest standards of quality in GAS and OMB audits. We also provide the most Single Audits annually for Arizona entities than any other firm. In addition, we extensively participate in the GFOA's Certificate of Achievement for Excellence in Financial Reporting Program and we have assisted with over 500 CAFR submissions within the past five years. We accept the terms and conditions presented in the RFP and also have received the Questions, Answers and Comments from the Mandatory Pre -Bid Meeting. Should you require any additional information, please contact me at (520) 742- 2611, ext 133 or dianeb cAheinfeldmeech.com or Corey Arvizu, CPA, Managing Partner, at (520) 742-2611, ext 101 or carvizu c,heinfeldmeech.com. 0 Sincerely, IK�I\X Diane Br ley Partner —Administration 3033 N. Central Ave, Suite 300 I Phoenix, AZ 87012 602.277.9449 1 Fax: 602.277.9297 www.heinfeldmeech.com I Tucson • Phoenix • Flagstaff 2. Vendor Identification Information Legal Name Heinfeld, Meech & Co., P.C. Corporate Address 10120 N. Oracle Rd., Tucson, AZ 85704 EIN 86-0558065 Legal form of vendor S -corporation (in good standing in Arizona) 3. Location of Offices Our corporate headquarters is located at 10120 N. Oracle Rd., Tucson, AZ 85704. This engagement for the Town of Fountain Hills will be supervised by our Phoenix office, located at 3033 N. Central Ave., Suite 300, Phoenix, AZ 85012. The range of services performed by all of our offices is provided below. Assurance Services and Reporting: Financial Statement audits OMB Single Audits Agreed-upon procedures Compliance audits Preparation of Comprehensive Annual Financial Reports for submission to GFOA Assistance with financial statement preparation Popular Annual Financial Reports (PAFRs) Tax return preparation for non -profits (Form 990, Form 990T, Form 990N) Consulting Services: Recommendations for business operations Cost allocation plans Reviews of accounting policies and procedures Procurement reviews On-site presentations and staff trainings Preparation of internal audit manuals Fraud investigations Compensation studies Heinfeld, Meech & Co., P.C. is a properly licensed Arizona Certified Public Accounting firm (license #463) and is a member firm of the American Institute of Certified Public Accountants. 4. General Description of Organization Founded in 1986, Heinfeld, Meech & Co. is an Arizona -based firm and we have extensive resources within the state to assist the Town with this engagement. The firm's staff totals 48 with offices in Phoenix, Tucson, and Flagstaff, Arizona. Our entire audit and consulting teams specialize in serving Arizona local governments. The firm's staff currently includes the following categories: Partners Managers Senior Associates 5. Terminated Contracts 11 Staff Associates 13 8 Audit Interns 3 7 Administrative 6 No contracts for work performed with the Town of Fountain Hills have been terminated; however contracts with other local governments have been terminated and/or not renewed with the firm. These instances have been limited throughout the history of the firm. The terminations occurred for various reasons common to a firm our size and the industry served. None of the team members assigned to this contract have been involved in any of the instances noted. 6. Litigation and Arbitrations There have been no claims against our firm which resulted in litigation or arbitration within the past five years. 7. Vendor Information Form The completed form has been included in Exhibit 1. S. Affirmation of Mandatory Qualifications Heinfeld, Meech & Co., P.C. is a properly licensed Arizona certified public accounting firm and is a member firm of the American Institute of Certified Public Accountants. Nine firm partners and 17 other professional staff members are certified public accountants licensed in Arizona. Our firm meets the independence requirements of Government Auditing Standards and those of the AICPA Code of Conduct. We have established the proper procedures to query our employees and have determined that there are no independence issues that would prevent us from issuing an opinion of the Town's financial statements. We have no record of substandard work since the founding of our firm in 1986. As required by our profession and the State of Arizona, every three years we participate in a review of our system of quality controls. A report with a rating of pass was issued August 6, 2015, by the firm of Mann, Urrutia & Nelson, CPAs and Associates, LLP. A copy of the unqualified report of the most recent review is provided on page 8. Continuing education is a requirement of our staff to maintain their employment as professionals at Heinfeld, Meech & Co., P.C. In conformity with the Government Auditing Standards and the AICPA, our auditors receive at least 80 hours of continuing professional education every two years, including at least 20 hours each year and 24 hours every two years in subjects directly related to school and governmental auditing. There is no conflict of interest with regard to any other work performed by Heinfeld, Meech & Co. for the Town. B. Experience and Qualifications of the Vendor 1. Detailed Description of Experience Financial Audits of Arizona Cities and Towns Heinfeld, Meech & Co., P.C. is the industry leader for governmental audit services in the State of Arizona, currently providing audit services to over 190 governmental entities, including 16 Arizona municipalities. Our firm is a member of the American Institute of Certified Public Accountants (AICPA) Governmental Audit Quality Center, which is committed to the highest standards of quality in governmental audits. The Center is a national community of CPA firms that demonstrate a commitment to governmental audit quality and raise awareness I1 C PA ) about the importance of governmental audits. The Center provides members with best practices, guidelines, and tools CPAs need to perform quality governmental audits and better serve their Governmental Audit Quality Center clients. D Below is a listing of the current Arizona municipality audit clients of our firm; further details about these engagements will be provided upon request. Name Audit Years Name Audit Years City of Chandler 2003-2015 2012-2015 Lake Havasu City 2010-2015 Town of Gilbert 2004-2015 City of Maricopa 2006-2015 City of Goodyear 2014-2015 Town of Oro Valley 2007-2015 City of Peoria 2003-2015 Town of Prescott Valley 2010-2015 City of Scottsdale 2015 City of Sierra Vista 1991-2015 City of Tempe 2005-2015 City of Eloy 2013-2015 City of Yuma 1995-2015 City of Cottonwood 2012-2015 City of El Mirage 2007-2015 Financial Audits of Governments In addition to municipalities, our work with governmental entities includes audits for school districts, counties, community colleges, state entities, employee benefit trusts, and special districts. Within the past five years, our firm has performed 880 financial statement and compliance audits to these other types of governmental entities. In addition, two partners and one manager are Certified Government Finance Managers (CGFM) recognized by the Association of Government Accountants (AGA). Below is a selected listing of our current governmental audit clients. A complete list will be provided upon request. Name Kyrene Employee Benefit Trust City of Phoenix Long -Term Disability Arizona City Sanitary District Regional Transportation Authority of Pima County Yavapai Combined Trust Valley Metro Rail Pine Strawberry Water Improvement District Northern Arizona Public Employee Benefit Trust 2008-2015 Yuma County IPTA 2013-2015 Audit Years Name Audit Years 2012-2015 Northwest Fire District 2008-2015 2010-2015 Multi -City Subregional Operating 2007-2015 2008-2015 Retirement System 2013-2015 Group 2012-2015 West Las Vegas School District 2012-2015 Valley Metro Regional Public 2007-2015 Transportation Authority 2011-2015 2008-2015 Yuma County IPTA 2013-2015 2011-2015 Pima County Stadium District 2007-2015 Public Safety Personnel 2010-2015 2007-2015 Retirement System Pima County Health Benefits 2007-2015 2014-2015 Trust D Name Audit Years Name Audit Years Northern Arizona Council of 2013-2015 New Mexico Self -Insurers' Fund 2014-2015 Governments Arizona Automobile Theft Arizona Municipal Water Users Authority 2004-2015 Association 2013-2015 Golder Ranch Fire District 2011-2015 Picture Rocks Fire District 2013-2015 City of Phoenix Health Care 2006-2015 City of Chandler Health Care 2011-2015 Benefits Trust Benefits Trust Fund Mesa Unified SD 1992-2015 Phoenix Union High SD 1997-2015 Kyrene Elementary SD 1986-2015 Higley Unified SD 2003-2015 Paradise Valley Unified SD 2002-2015 Chandler Unified SD 2011-2015 Deer Valley Unified SD 2001-2015 Scottsdale Unified SD 2005-2015 Cave Creek Unified SD 1997-2015 Queen Creek Unified SD 2007-2015 Dysart Unified SD 2006-2015 Gilbert Unified SD 1986-2015 Audits of Computerized Systems As a firm who specializes in auditing governmental entities, we are extremely familiar with the requirements on auditing the Town's computerized systems. The variety of automated fund accounting software programs, spreadsheets, report writers, and specialized programs seem unlimited. Our auditors and consultants are familiar with the most common systems used by our clients. Because of our experience, they are familiar with the capabilities and limitations of many programs utilized by Arizona municipalities, including MUNIS. Our current clients who utilize MUNIS include the City of El Mirage, City of Maricopa and Town of Oro Valley. In addition, our firm maintains memberships in the Information Systems Audit and Control Association (ISACA). The ISACA is a global organization for information governance, --71 A control, security and audit professionals. ISACA Information Systems auditing and Nn9,rcovQmrcB P are5sonai5 Information Systems control standards are followed by practitioners worldwide. A review and evaluation of Town information technology systems will be performed during the audit due to the integral nature and relationship to the financial reporting of the Town. Both general information technology (IT) controls and application controls will be assessed during the planning of the audit. Systems tests for integrity, system security tests, use of computer assisted audit tools (CAATs), and/or the use of an IT specialist will be applied as deemed necessary to achieve the planned audit objectives. D Audits of Federal Programs Heinfeld, Meech & Co. has significant experience auditing federal programs under the requirements of OMB Circular A- 133; we complete over 20 percent of all Single Audits for Arizona entities (more than twice the number of any other firm). As Single Audits are so significant for our audit practice, we invest heavily in Single Audit resources. We ensure that our staff has access to reference materials needed to properly perform a Single Audit, including: AICPA audit guides and practice aids OMB Circulars and reference materials The current OMB Compliance Supplement Single Audit practice aids by external providers Continuing professional education focused on Single Audit topics We have extensive experience performing Federal compliance testing. Within the last three years, we have tested programs from the following Federal departments: Department of Health and Human Services Department of Justice Department of Homeland Security Department of Energy Department of Housing and Urban Development Department of Defense Department of Transportation Department of Education Environmental Protection Agency Department of Agriculture Department of the Interior Industry Involvement We speak frequently at conferences and courses for local and national organizations, including the American Institute of Certified Public Accountants (AICPA), Arizona Society of Certified Public Accountants (ASCPA), Government Finance Officers Association of Arizona (GFOAz), Association of Government Accountants (AGA), Association of School Business Officials International (ASBOI), and a number of state accounting societies. ■ Corey Arvizu served as the Chairperson of the Executive Committee of the AICPA's Governmental Audit Quality Center from 2008 to 2011. ■ Corey Arvizu was a member of the AICPA's Professional Ethics Executive Committee. ■ Jennifer Shields has served on the AICPA Task Force on the Single Audit Training Needs and CPE Evaluation. ■ Corey Arvizu is a member of the AICPA Practice Monitoring Task Form for Single Audits. ■ Jennifer Shields serves on the committee for the ASCPA's Annual Governmental Accounting Conference. D ■ Corey Arvizu is a member of the planning committee for the AICPA National Governmental & Not -for -Profit Training Program conference. ■ Karin Smith and Diane Goke serve on the GFOA's review committee for Popular Annual Financial Reports (PAFRs). ■ Brittney Williams serves on the Financial Management Standards Board for the AGA and is the Section 11 Southwest Regional Vice President for the AGA. ■ Brittney Williams has reviewed submissions for the Certificate of Excellence in Citizen -Centric Reporting for the Association of Government Accountants. ■ Brittney Williams is a member of the ASCPA Accounting and Reporting Standards Conference Committee and a member of the AGA Phoenix Chapter Education Committee. ■ Corey Arvizu and Joshua Jumper are Special Review Committee Members for the GFOA's CAFR certificate program. Presentations for Industry Organizations ➢ Understanding Internal Controls — The New Green Book (GFOAz Winter Conference, February 2016) ➢ Capital Assets, What You Need to Know (AASBO Winter Conference, January 2016) ➢ Using Data Mining to Detect Fraud and Misuse of Public Monies (ASCPA Accounting & Reporting Standards Conference, January 2016) ➢ The Changing Environment of Financial Reporting (Alaska GFOA 2015 Fall Conference, November 2015) ➢ AICPA and SSARS Update (AICPA National Governmental and Not -for -Profit Training Program, October 2015) ➢ Testing of Internal Control and Compliance in a Single Audit (AICPA National Governmental and Not -for -Profit Training Program, October 2015) ➢ Getting the Word Out: How to Communicate Financial Information to Citizens (GFOA Annual National Conference, June 2015) ➢ OMB Supercircular: Implementing the Newest Federal Grant Rules (GFOAz May 2015 Quarterly Training) ➢ Preparing for the Audit — Auditor and Auditee Insights (ASCPA Governmental Accounting Conference, February 2015) 2. External Quality Control Review As required by our profession and the State of Arizona, every three years we participate in a review of our system of quality controls. A report with a rating of pass was issued August 6, 2015, by the firm of Mann, Urrutia & Nelson, CPAs and Associates, LLP. A copy of this report is enclosed on the following page. The quality control review included all governmental audits performed by Heinfeld, Meech & Co., P.C., with an in-depth review of the working papers and reports, including audits of Arizona municipalities. As our firm received a rating of pass, no deficiencies were noted for the review of the year ended May 31, 2015. In addition, no letter of comments has ever been issued for each of the previous quality control reviews since the founding of our firm. D MANN URRUTIA NELSON CPAs & ASSOCIATES, LLP GLENDALE ROSEVILLE SACRAMENTO • SOUTH LAKE TAHOE • KAUAI. HAWAII SYSTEM REVIEW REPORT To the Partners of Heinfeld, Meech & Co., P.C. and the Peer Review Committee of the CaICPA Peer Review Program We have reviewed the system of quality control for the accounting and auditing practice of Heinfeld, Meech & Co., P.0 (the firm) in effect for the year ended May 31, 2015. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants. As part of our review, we considered reviews by regulatory entities, if applicable, in determining the nature and extent of our procedures. The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Our responsibility is to express an opinion on the design of the system of quality control and the firm's compliance therewith based on our review. The nature, objectives, scope, limitations of, and the procedures performed in a System Review are described in the standards at www.aicpa.org/prsummary. As required by the standards, engagements selected for review included engagements performed under Government Auditing Standards and audits of employee benefit plans. In our opinion, the system of quality control for the accounting and auditing practice of Heinfeld, Meech & Co., P.0 in effect for the year ended May 31, 2015, has been suitably designed and complied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Firms can receive a rating of pass, pass with deirciency(ies), or fail. Heinfeld, Meech & Co., P.0 has received a peer review rating of pass. Sacramento, California August 6, 2015 SACRAMENTO OFFICE • 2515 VENTURE OAKS WAY, SUITE 135 • SACRAMENTO, CA 95833 • o 916.929.0.540 • r. 916.929.054 i WW W.MUMCPAS.COM D 3. References City of Chandler Contact: Penny Malia, Accounting Manager — (480) 782-2332; penny.maliagchandleraz.gov MS 702/P. O. Box 4008, Chandler, AZ 85244-4008 Scope of work: Financial statement audit of the City, Single Audit, review of CAFR for GFOA submission, expenditure limitation report audit, LTAF and LTAF II audit reports, HURF audit report, ADEQ landfill assurance, financial statement audit of Self -Insurance Fund, financial statement audits of Workers' Compensation & Employer Liability Trust, Chandler Firefighters Employee Benefit Trust, and Chandler Cultural Foundation Contract Initiation: May 24, 2013 Contract Expiration: Option to renew available annually through May 24, 2018 Dollar Value of Contract: $107,122 (2015 fee) City of Tempe Contact: Karen Huffman, CPA, Controller — (480) 350-8256; karenchuffmanktempe.gov P. O. Box 5002, Tempe, AZ 85280 Scope of work: Financial statement audit, Single Audit, review of CAFR for GFOA submission, HURF audit report, LTAF audit reports, expenditure limitation report audit Contract Initiation: June 17, 2013 Contract Expiration: Option to renew available annually through June 16, 2018 Dollar Value of Contract: $72,847 (2015 fee) City of Goodyear Contact: Larry Lange, Finance Director - (623) 882-7898; llangekgoodyearaz.gov 190 N. Litchfield Rd., Goodyear, AZ 85338-0601 Scope of work: Financial statement audit, review of CAFR for GFOA submission, HURF audit report, annual financial reports for nine community facilities districts, annual expenditure limitation report audit Contract Initiation: April 21, 2014 Contract Expiration: Option to renew available annually through April 20, 2019 Dollar Value of Contract: $69,740 (2015 fee) City of Yuma Contact: Wendy Wrenn, Accounting Manager — (928) 373-5087; wendy.wrenngyumaaz.gov P. O. Box 13012, Yuma, AZ 85366-3012 Scope of work: Financial statement audit, Single Audit, review of CAFR for GFOA submission, HURF audit report, and expenditure limitation report audit Contract Initiation: April 22, 2013 Contract Expiration: Option to renew available annually through April 22, 2015 Dollar Value of Contract: $47,740 (2015 fee) Town of Prescott Valley Contact: William Kauppi, Management Services Director — (928) 759-3003; bkauppikpvaz.net 7501 E. Civic Circle, Prescott Valley, AZ 86314 Scope of work: Financial statement audit, Single Audit, review of CAFR for GFOA submission, expenditure limitation report audit, and audits of community facilities districts Contract Initiation: April 29, 2015 Contract Expiration: April 29, 2018 Dollar Value of Contract: $36,000 (2015 fee) D C. Key Positions 1. Key Personnel Members The supervisory staff for the audit of the Town of Fountain Hills is currently planned as listed below. With the largest governmental auditing team in Arizona, we are committed to providing our clients with knowledgeable, dedicated professionals. Due to the size of our firm and the breadth of our experience in your industry, any losses in personnel assigned to the Town can be reassigned effectively to other auditors with similar qualifications. Engagement Partner — Jennifer L. Shields, CPA, CGFM Quality Control Partner — Corey Arvizu, CPA Audit Supervisor — Joshua Jumper, CPA 2. Roles and Responsibilities of Key Positions Direction and supervision exercised over the audit team to ensure compliance with professional standards, as well as a high level of client service, is provided as follows. Engagement partner responsibilities include: Assistance with scheduling and team assignments Review of planning documentation and initial audit plan On-site assistance as required for critical portions of the audit Technical review of financial statements and working papers Responsibility to address any concerns from Town management regarding audit matters Authorization of issuance of audit reports to the Town and other parties The quality control partner provides additional expertise and technical support to the audit team as needed and provided a secondary review of the financial statements and critical audit documentation. Audit supervisor responsibilities include: Assistance with planning of the audit engagement Fieldwork supervision when the engagement partner is not on-site Responsibility to address and complete technical and complex audit procedures Technical assistance to Town personnel Initial reviews of working papers and certain compliance reports 3. Subcontractor Our firm does not plan on utilizing a subcontractor for the completion of this engagement. 4. Resumes Resumes, as well as the listings for the past two years of continuing professional education, for each key personnel member is provided in Exhibit B. • � 10 D. Project Approach 1. Audit Work Plan This section presents a general outline of the audit steps that our will perform to complete this engagement for the Town, including the audit requirements as specified in OMB Uniform Guidance. Audit Planning Audit planning procedures will begin at the time of the contract award. These procedures will develop the audit team's understanding of the Town's operations, will be used to clarify audit objectives, and will help with the development of a detailed audit plan tailored to the Town. Preparation and issuance of engagement letter Conduct entrance conference with key personnel as deemed necessary Perform risk assessment procedures o Inquiries of management and staff o Preliminary analytical procedures o Observation of operations o Perform transaction walkthroughs o Engagement team discussions Develop an understanding of client, the environment and internal controls o Review prior year financial statements and applicable accounting records o Review of industry guides, regulatory information, statutes, internal/external reports, etc. o Preparation of process and control memorandums o Completion and review of internal control questionnaires o Obtain understanding of information technology systems Develop a preliminary judgment of materiality Develop a detailed audit plan to include preparation of audit programs Develop sampling scopes for tests of controls and compliance testing Identify responsibilities and assign tasks to the audit staff and Town personnel Submit audit questionnaires to audit liaison for assignment to Town staff Other planning procedures, as deemed necessary Audit Procedures Core audit procedures will largely be performed on-site at the Town during scheduled fieldwork dates. Town management and staff should be available during the scheduled fieldwork dates for discussions and to provide requested materials to the audit team. Our firm strives to minimize disruption for our clients by reducing the number of days at the Town's site; therefore certain audit procedures may also be conducted from our office when practical. Perform tests of key operational controls, such as: o Payroll and related benefits o Disbursements and accounts payable o Capital asset additions and deletions o Cash receipts (e.g. taxes, charges for services) "k, 11 Develop and perform compliance tests for applicable compliance requirements Perform substantive procedures on the primary financial statement accounts o Cash and investments o Intergovernmental revenues o Receivables o Capital assets o Payables o Long-term debt o Tax revenues Other necessary audit procedures, if applicable Audit Conclusion o Charges for services o Other sources/uses) o Payroll and related benefit expenditures/expenses o Goods and services expenditures/expenses o Debt service expenditures Audit conclusion procedures include the communication of the audit results to the Town's management, quality control procedures over the audit, and drafting and final distribution of applicable audit reports to the Town. Perform final analytical review procedures Perform subsequent events review Perform exit conferences with Town staff upon completion of audit Perform final review of working papers and audit programs Audit staff to draft applicable audit and compliance reports Engagement partner to review financial statements and audit reports If deemed necessary, financial statements will also be reviewed by a non -engagement partner Issuance of applicable audit communications Distribute final audit reports to applicable recipients 2. Plans to Meet Time Constraints Our firm agrees to meet the time constraints and reporting deadline requirements specified in the RFP. As our record shows, we can complete this engagement within the time period specified in your request. Our specialization in the governmental industry will allow us to be flexible in working with you in order to complete your audit to meet your expectations and deadlines. Details about the proposed project schedule is provided on page 15. 3. Organization and Staffing of the Audit This engagement will be entirely managed and supervised from the firm's Phoenix. The engagement partner and audit supervisor will conduct the audit planning and preparation for the audit. The audit supervisor is expected to supervise on-site audit services for the planned fieldwork and will supervise one to three full-time staff members as appropriate for specific audit segments. The engagement partner will supervise the entire engagement, provide technical review of the financial statements, and be on-site as required during critical portions of fieldwork. The quality control partner may also complete a supplemental review of the audit working papers if deemed appropriate. � 12 Based upon our understanding of the Town's operations and accounting systems, we estimate the following number of hours will be required to complete the audit for the first year. Audit planning Substantive audit procedures: Assets Liabilities Revenue Expenses Tests of operational controls Compliance procedures Single Audit procedures (if required) Audit conclusion Administrative TOTAL 10 15 10 10 45 3 8 10 10 31 3 8 10 10 31 2 10 10 15 37 2 4 5 5 16 10 20 30 5 10 5 20 5 10 10 5 30 10 20 15 5 50 15 15 35 80 90 80 20 305 4. Audit Sampling for Tests of Compliance Both statistical and nonstatistical sampling methods may be utilized to identify samples from the entire population of transactions within the major transaction cycles. The transaction cycles tested will be determined based on materiality considerations and our assessment of the Town's internal control completed during the planning phase of the audit. Statistical sampling will typically be utilized for larger, significant transaction classes such as payroll, disbursements, and certain cash receipts. Dependent upon the nature of the sample population either random selection through the use of a random number generator, or systematic selection with a random start, will be utilized for the sample selection. Nonstatistical haphazard selection will often be utilized for smaller populations or populations that do not have characteristics that provide for the application of statistical sampling. Nonstatistical judgmental selection sampling is generally utilized for tests of compliance in order to ensure items selected meet the specific objectives of the OMB Uniform Guidance compliance requirement of the program or other applicable compliance requirement. The samples selected will be based on the specific requirements as outlined in the grant agreements, OMB Uniform Guidance, or other applicable source. Sampling for tests of compliance for a Single Audit requires a planned low level of control risk. When deemed appropriate, dual purpose samples will be utilized for OMB Uniform Guidance audit procedures to test both the operating effectiveness of controls as well as compliance with a particular requirement. 5. Sample Sizes Our firm will select sample sizes derived from the entire population of transactions within the major transaction cycles, depending on materiality, our assessment of the Town's internal control as a result of risk assessment procedures, and/or other considerations such as the OMB Uniform Guidance requirements. Typical samples sizes for a particular control test range from 25 to 60 transactions; however sample sizes are modified based on our assessment of the controls and risk of misstatement or noncompliance. 6. Extent and Use of Software We will rely on Town reports to the extent possible for the purpose of our analytical procedures and documentation of our audit procedures. A set of audit questionnaires will be provided to the Town via e-mail approximately one month before each site visit. (These questionnaires may be provided earlier upon request of the Town.) Our firm also utilizes the following electronic resources: We recognize the importance of keeping the Town's data secure. A secured client portal that meets industry standards will be used to receive data from and send information to the Town. (Access to the intemet-based portal is password -protected.) In addition, a folder within the portal is dedicated as a report archive, enabling the Town to access prior year audit reports at any time. CCH electronic audit programs and basic software applications including word processing and spreadsheets to achieve our documentation and reporting objectives. In addition, the receipt of the Town's trial balance in an Excel or comma -separated value (CSV) file format will facilitate the use of our software applications. IDEA data analysis software may be utilized to import, analyze, sample and/or extract data from the electronic data files provided by the Town. 7. Type and Extent of Analytical Procedures As required by auditing standards generally accepted in the United States of America analytical procedures are performed both in the planning and the final phases of the audit. The following are analytical methods and informational sources that may be used during the audit: Trend analysis: ➢ Reporting transaction classes ➢ Receivables and payables ➢ Inventories Reasonableness testing: ➢ Current year activity to budget ➢ Investment income Ratio analysis: ➢ Margin analysis (enterprise activities) ➢ Inventories ➢ Salaries and benefits Other analytical procedures as deemed necessary ➢ Compensated absences ➢ Salaries and benefits ➢ Depreciation ➢ Salaries and benefits ➢ Depreciation ➢ Year-end cutoff ➢ Interest expense ➢ Functional expense The use of analytical procedures will assist in identifying high risk areas as well as help us focus the audit test work on significant areas and accounts that require detailed testing. The use of the Town's internal reports will be used to the extent possible to perform the analytical procedures. 8. Gaining an Understanding of Internal Controls An understanding of the Town's financial operations, funding source requirements, transaction processing procedures, and internal control structure will be achieved through inquiry, observation, and tests of transactions. As outlined in the Town responsibilities, your personnel will complete a series of internal control questionnaires to assist in this process. We will also use other resources such as the Town's budget, organizational charts, policy and procedure manuals, and other management information systems. 9. Determining Laws and Regulations Subject to Test Work The determination of which laws and regulations that will be subject to audit test work will be determined through a number of inquiry and review procedures such as the following — Inquiry with Town personnel, including finance staff and grant administrators. Consideration of compliance requirements that have been identified in prior years' audits. Review the relevant portions of any directly related agreements, such as those related to grants and debt agreements. Review pertinent sections of laws and regulations, including State statutes. Review the minutes of meetings of the governing body. Inquiry of oversight organizations about applicable compliance requirements. Review of the Office of Management and Budget (OMB) Uniform Guidance, the Catalog of Federal Domestic Assistance, federal audit guides, and state and local policies and procedures. 10. Identification of Anticipated Potential Audit Problems Based upon known information provided by the Town during the proposal process, there appears to be only two potential audit problems in future fiscal years. Significant changes in Federal funding in future years could potentially create audit issues if the Town does not meet the compliance requirements of the new funding source. Significant changes in Federal funding may also require a change in the scope of the audit depending on the nature and scope of required audit procedures of the new program. In addition, personnel changes or position vacancies in key financial or accounting positions can potentially create audit problems if the change or vacancy prevents audit requests from being completed in an accurate and timely manner. E. Project Schedule Our firm's approach is to minimize work conducted on-site at our clients to minimize disruption to their employees' daily routines. We estimate that three to four staff members will be on-site for fieldwork for approximately five days in total for the first audit. Below are proposed dates for key project milestones as requested by the Town; upon the contract award, exact dates will be determined upon discussions between assigned firm staff and the Town's audit liaison. Contract Award Date Notice to Proceed Date Proposed Kick -Off Meeting Beginning of Interim Work Beginning of Field Work End of Field Work Reports Due Date (Auditor's Opinion submitted to Finance Division) Report Presentation to Council April 7, 2016 By May 1, 2016 Week of May 16 or May 23, 2016 June 2016 August or September 2016 By late September 2016 By October 21, 2016 November 2016 (date as determined by the Town) Exhibit 1. Vendor Information Form SECTION A TOWN OF FOUNTAIN HILLS FINANCE DIVISION IV. VENDOR INFORMATION FORM By submitting a Proposal, the submitting Vendor certifies that it has reviewed the administrative information and draft of the Professional Services Agreement's terms and conditions and, if awarded the Agreement, agrees to be bound thereto. Heinfeld, Meech & Co., P.C. VENDOR SUBMITTING PROPOSAL Diane Bradley, Partner - Administration PRINTED NAME AND TITLE 10120 N. Oracle Rd. ADDRESS Tucson AZ 85704 CITY STATE ZIP WEB SITE: www.heinfeldmeech.com 86-0558065 FEDERAL TAX ID NUMBER 1Gpl,Q rcc2 / AUTH ZE C5PIATURE 520-742-2611 520-742-2718 TELEPHONE 411 z Jlb DATE FAX # E-MAIL ADDRESS: info@heinfeldmeech.com SMALL, MINORITY, DISADVANTAGED AND WOMEN -OWNED BUSINESS ENTERPRISES (check appropriate item(s): X Small Business Enterprise (SBE) x Minority Business Enterprise (MBE) Disadvantaged Business Enterprise (DBE) x Women -Owned Business Enterprise (WBE) Has the Vendor been certified by any jurisdiction in Arizona as a minority or woman -owned business enterprise? No If yes, please provide details and documentation of the certification. 2512319.3 A-13 Exhibit 2. Resumes and Continuing Professional Education A graduate of the University of Arizona, Jennifer Shields has 21 years of experience at Heinfeld, Meech & Co., P.C. and is a Certified Public Accountant (Arizona license #10065-E). As an engagement partner, she has overseen more than 1,100 audits for governments and non -profits and her clients have included municipalities, counties, school districts, state agencies, and employee benefit trusts. In addition to financial audit services, Jennifer has participated on a supervisory level in the following: MAS reviews for courts, cost studies, claims audits, payroll audits, procurement audits, FLSA audits, procedural reviews, fraud reviews, and other special investigations. Jennifer has spoken professionally on accounting and compliance issues at events sponsored by the AICPA and Arizona ASBO, as well as firm -sponsored conferences. Jennifer is a member of the AICPA, ASCPA, AASBO, Government Finance Officers Association, and Association of Government Accountants. Other Professional Development: Jennifer has directed her professional development toward audit and quality control standards, firm practice management, as well as the accounting and reporting issues in the governmental and non-profit niche. Her professional accomplishments include: Committee member of the ASCPA's Annual Governmental Accounting Conference Speaker for AICPA and Arizona Association of School Business Officials conferences and trainings Member of the AICPA Task Force on Single Audit Training Needs and CPE Evaluation Committee member for AASBO winter, spring and summer conferences Selected Audit List: City of Yuma Yuma County Intergovernmental Public Transportation Authority Glendale Union High School District City of Phoenix Health Care Benefit Trust City of Phoenix Long -Term Disability Program Mesa Unified School District Gilbert Unified School District Yuma County Chandler Unified School District Scottsdale Unified School District Navajo County Community College Phoenix Union High School District Paradise Valley Unified School District Higley Unified School District Arizona Department of Transportation Mohave County Water Authority Mohave Valley Irrigation & Drainage District (reviews) Glendale Union High School District Employee Benefit Trust Parker Unified Employee Benefit Trust Schools Medical Insurance Trust Paradise Education Center Contact Information: Phone: (602) 277-9449, ext. 310 Cell: (602) 881-1424 E-mail: jennifer@heinfeldmeech.com Jennifer Shields Continuing Professional Education - 2014-2015 Total Gov. Date Class Sponsor Type Hours Hours 1/10/2014 Audit Training Day Heinfeld, Meech & Co., P.C. Live Seminar 5 5 1/23/2014 2014 Local and State Governmental Conference Heinfeld, Meech & Co., P.C. Live Seminar 5.5 4 3/7/2014 Audit Compliance Arizona Association of School Business Officials (AASBO) Teaching (CE Presenter) l ? I 3/13/2014 990 Training Heinfeld, Meech & Co., P.C. Live Seminar 2 4/11/2014 2014 Spring Conference AASBO Live Seminar 8 6 5/1/2014 Annual Inspection & Updates Training Heinfeld, Meech & Co., P.C. Live Seminar 14 9.5 6/5/2014 13th Annual School District Client Conference Heinfeld, Meech & Co., P.C. Live Seminar 5 5 6/18/2014 2014 OMB Compliance Supplement and New Uniform Grant Guidance Key Points American Institute of Certified Public Accountants (AICPA) Online (Audio - Live) 2 7/19/2014 AASBO Annual Summer Conference AASBO Live Seminar 12 12 9/10/2014 Bi -Monthly Meeting AASBO Live Seminar 3 3 9/12/2014 Creating Efficiencies with Outlook 2010 Heinfeld, Meech & Co., P.C. Live Seminar I 9/12/2014 Technical Updates Heinfeld, Meech & Co., P.C. Live Seminar 5 2 9/25/2014 Uniform Guidance for Federal Awards: The New Cost Principles, Time and Effort Reporting, Procurement AICPA Online (Self -Study) 2 1/9/2015 January Training Day Heinfeld, Meech & Co., P.C. Live Seminar 5.5 1/28/2015 2015 Winter Conference AASBO Live Seminar 5 5 2/13/2015 Governmental Accounting Conference Arizona Society of Certified Public Accountants (ASCPA) Live Seminar 8 ti 3/4/2015 GASB Pensions: Are You Ready for June 30, 2015, Audit Implementation? AICPA Online (Audio - Live) 2 4/10/2015 Spring Conference AASBO Live Seminar 9 9 4/28/2015 GAQC 2015 Annual Update Webcast AICPA Online (Audio - Live) 2 2 4/29/2015 Professional Ethics Update for Arizona CPAs - Including Case Studies ASCPA Live Seminar 4 4/30/2015 Annual Working Paper Updates and Inspection Training Heinfeld, Meech & Co., P.C. Live Seminar 10.5 ti 6/4/2015 14th Annual Client Conference Heinfeld, Meech & Co., P.C. Live Seminar 5 5 7/18/2015 Annual Summer Conference AASBO Live Seminar 12 12 9/9/2015 September Bi -Monthly Meeting AASBO Live Seminar 3.5 3.5 9/11/2015 Attitudes for Service Heinfeld, Meech & Co., P.C. Live Seminar 1.5 9/11/2015 Fall 2015 Technical Updates Heinfeld, Meech & Co., P.C. Live Seminar 1.5 1.5 9/30/2015 AICPA Governmental Accounting and Auditing Update Conference West 2015 AICPA Live Seminar 18 16.5 TOTAL: 161.5 136.5 Corey Arvizu received his bachelor's degree in accountancy from Arizona State University and has 19 years of experience working with public sector and non- profit agencies. An expert in GASB pronouncements and auditing standards, he has provided auditing and accounting services to a wide range of entities including municipalities, state agencies, counties, school districts, benefit plans, special districts, and non-profit organizations. In addition to financial audits, Corey has assisted our clients with policy and procedural reviews, special investigations, expenditure limitation reports, and MAS reviews for courts. He also has assisted several governmental entities plan and prepare for the additional requirements of new GASB statements. Other Professional Development: Corey has committed his time and efforts to assist both our clients and the profession. His professional accomplishments include: Chairperson of the AICPA's Governmental Audit Quality Center Executive Committee (2008-2011) Member of the AICPA's Practice Monitoring Task Force for Single Audits Former member of the AICPA's Professional Ethics Executive Committee Special Review Committee member of the GFOA's certificate program Member of the planning committee for the AICPA National Governmental & Not -for -Profit Training Program conference Speaker and trainer for the AICPA, State Societies, ASBO, GFOA and AGA Chairperson for the AICPA Task Force on the SEFA Selected Audit List: City of Chandler Town of Gilbert Town of Oro Valley City of Maricopa City of Eloy City of El Mirage City of Rio Rancho City of Sierra Vista Valley Metro Rail, Inc. Valley Metro Regional Public Transportation Authority Public Safety Personnel Retirement System Arizona Department of Transportation City of Chandler Self -Insurers' Fund Pima County Employee Benefit Trust Pima County Stadium District Tucson Unified School District Regional Transportation Authority of Pima County New Mexico Self Insurers' Fund Contact Information: Phone: (520) 742-2611, ext 101 Cell: (520) 591-2313 Email: carvizu@heinfeldmeech.com Memberships: Arizona license No. 11434-E AICPA Member No. 01674896 GFOA Member No. 300100323 AGA Member No. 80082 ISACA Member No. 608571 Corey Arvizu Continuing Professional Education - 2014-2015 Total Gov. Date Class Sponsor Type Hours Hours 1/10/2014 Audit Training Day Heinfeld, Meech & Co., P.C. Live Seminar 5 5 1/23/2014 2014 Local and State Governmental Conference Heinfeld, Meech & Co, P.C. Live Seminar 5.5 4 1/29/2014 Professional Ethics Executive Committee Meeting American Institute of Certified Public Accountants (AICPA) Live Seminar 9 2/12/2014 Group Audits: A Look Back One Year Later and Lessons Learned AICPA Online (Audio - Live) 2 2 3/12/2014 Don't be the Last to Know: Fraud Considerations in Governmental, NPO, and Single Audits AICPA Online (Audio - Live) 2 2 3/13/2014 990 Training Heinfeld, Meech & Co., P.C. Live Seminar 2 3/21/2014 2014 Regional Meetings of Members of Council AICPA Live Seminar 4.5 4/10/2014 Not -for -Profit Organizations: Accounting and Audit Update CCH a Wolters Kluwer business Live Seminar 2 4/25/2014 The 21 st Annual Professional Development Conference Association of Government Accountants Phoenix Chapter Live Seminar 8 8 5/1/2014 jAnnual Inspection & Updates Training Heinfeld, Meech & Co., P.C. Live Seminar 10 7 5/8/2014 Professional Ethics Executive Committee Meeting AICPA Live Seminar 11 6/5/2014 13th Annual School District Client Conference Heinfeld, Meech & Co., P.C. Live Seminar 5 5 6/ 18/2014 2014 OMB Compliance Supplement and New Uniform Grant Guidance Key Points AICPA Online (Audio - Live) 2 2 7/23/2014 Defined Benefit Plans Part II - Actuarial Issues AICPA Online (Audio - Live) 2 8/6/2014 Professional Ethics Executive Committee Meeting AICPA Live Seminar 9.5 9/12/2014 Creating Efficiencies with Outlook 2010 Heinfeld, Meech & Co., P.C. Live Seminar 1 9/12/2014 Technical Updates Heinfeld, Meech & Co., P.C. Live Seminar 2.5 2.5 9/15/2014 AICPA Peer Review Program Advanced Course AICPA Live Seminar 8 9/22/2014 ASBO International Annual Meeting & Expo Association of School Business Officials International Live Seminar 9.5 9.5 1/9/2015 January Training Day Heinfeld, Meech & Co., P.C. Live Seminar 5.5 2 1/21/2015 EBPAQC Designated Partner 2015 Audit Planning AICPA Online (Audio - Live) 2 2/5/2015 Uniform Guidance for Federal Awards: Auditor Planning Considerations for the New Single Audit Rules AICPA Online (Audio - Live) 2 2 3/4/2015 GASB Pensions: Are You Ready for June 30, 2015, Audit Implementation? AICPA Online (Audio - Live) 2 2 3/18/2015 Joint Meeting - GASB Update, Finance & Accounting Best Practice Roundtable, Center for Governmental Auditing Association of Government Accountants Live Seminar 4 4 4/28/2015 GAQC 2015 Annual Update Webcast AICPA Webconference 2 2 4/29/2015 Professional Ethics Update for Arizona CPAs - Including Case Studies Arizona Society of Certified Public Accountants (ASCPA) Live Seminar 4 4/30/2015 Annual Working Paper Updates and Inspection Training Heinfeld, Meech & Co., P.C. Live Seminar 8.5 6 6/4/2015 14th Annual Client Conference Heinfeld, Meech & Co., P.C. Live Seminar 5 5 6/10/2015 2015 OMB Compliance Supplement and Single Audit Update AICPA Online (Audio - Live) 2 2 6/22/2015 Employee Benefit Plan Audit Quality and Firm Best Practices AICPA Online (Audio - Live) 2 7/18/2015 Annual Summer Conference Arizona Association of School Business Officials (AASBO) Live Seminar 12 12 7/21/2015 What is Unrelated Business Income and How do I Know if I Have It? AICPA Online (Audio - Live) 2 9/11/2015 Attitudes for Service Heinfeld, Meech & Co., P.C. Live Seminar 1.5 9/11/2015 Fall 2015 Technical Updates Heinfeld, Meech & Co., P.C. Live Seminar 1.5 1.5 9/15/2015 Revenue Recognition in a State and Local Government Environment AICPA Webconference 2 2 10/16/2015 Professional Ethics update for AZ CPAs ASCPA Online (Self -Study) 4 10/21/2015 AICPA Governmental and Not -for -Profit Training Program AICPA Live Seminar 14 12 10/26/2015 1ASBO 2015 Annual Meeting JAICPA ILive Seminar 1 6 1 6 TOTAL: 1 182.5 1 105.5 Joshua (Josh) Jumper received a M.S. in Accountancy and Information Systems from Arizona State University. He has seven years of auditing experience with our firm. Josh has been awarded his Certified Public Accountant license (Arizona #15338-E) and is a member of the AICPA and ASCPA. Knowledge and Experience: Manager or audit supervisor on more than 85 financial and compliance audits for governmental and non-profit organizations Single Audits (OMB Circular A-133) Reviews of CAFRs for ASBO's Certificate of Excellence Program Instructor for trainings for governmental entities sponsored by our firm Federal program -specific audits and agreed-upon procedures MAS reviews for municipal courts Special Review Committee Member for the GFOA's CAFR certificate program Other Professional Development: Josh has expanded his knowledge with the following trainings: Governmental Accounting Conferences (ASCPA) GFOAz Quarterly and Summer Trainings Governmental Accounting and Auditing Update Conference West 2015 (AICPA) 2014 Annual Professional Development Conference (AGA Phoenix Chapter) Professional Ethics Update for Arizona CPAs (ASCPA) Fraud Considerations in Governmental, NPO and Single Audits (AICPA) Annual Local & State Government Accounting & Auditing Conferences Selected Audit List: City of Chandler (2012 through 2015) City of Tempe (2009 through 2015) Lake Havasu City (2010 through 2014) City of Yuma (2013) City of El Mirage (2015) City of Peoria (2008 through 2011) Town of Queen Creek (2009 and 2011) City of Chandler Workers' Compensation and Employer Liability Trust (2014 and 2015) City of Chandler Self -Insurers' Fund (2014) City of Phoenix Health Care Benefit Fund (2013) City of Phoenix Long -Term Disability Program (2013) Scottsdale Unified School District (2011 through 2015) Chandler Unified School District (2012 through 2015) Creighton Elementary School District (2013 through 2015) Higley Unified School District (2013 through 2015) Roosevelt Elementary School District (2012 through 2015) Gila Crossing Community School (2014 and 2015) Yavapai Combined Trust (2009 and 20 10) Yavapai Unified Employee Benefit Trust (2009 and 2010) Contact Information: Phone: (602) 277-9449, ext. 374 Cell: (480) 600-8191 Email: joshuaj@heinfeldmeech.com Joshua Jumper Continuing Professional Education - 2014-2015 Total Gov. Date Class Sponsor Type Hours Hours 1/10/2014 Audit Training Day Heinfeld, Meech & Co., P.C. Live Seminar 5 5 1/23/2014 2014 Local and State Governmental Conference Heinfeld, Meech & Co., P.C. Live Seminar 5.5 4 2/1/2014 Governmental Accounting Conference Arizona Society of Certified Public Accountants (ASCPA) Live Seminar 8 8 3/12/2014 Don't be the Last to Know: Fraud Considerations in Governmental, NPO, and Single Audits American Institute of Certified Public Accountants (AICPA) Online (Audio - Live) 2 2 4/10/2014 Not -for -Profit Organizations: Accounting and Audit Update CCH a Wolters Kluwer business Live Seminar 2 4/25/2014 The 21st Annual Professional Development Conference Association of Government Accountants (AGA) Phoenix Chapter Live Seminar 8 8 5/1/2014 Annual Inspection & Updates Training Heinfeld, Meech & Co., P.C. Live Seminar 15 9.5 5/15/2014 GFOAz Quarterly Training Government Finance Officers Association of Arizona (GFOAz) Live Seminar 5 5 8/8/2014 GFOAz Summer Training GFOAz Live Seminar 14 12 9/12/2014 Creating Efficiencies with Outlook 2010 Heinfeld, Meech & Co., P.C. Live Seminar 1 9/12/2014 Technical Updates Heinfeld, Meech & Co., P.C. Live Seminar 2.5 2.5 1/9/2015 January Training Day Heinfeld, Meech & Co., P.C. Live Seminar 5.5 2 1/22/2015 2015 Local and State Governmental Conference Heinfeld, Meech & Co., P.C. Live Seminar 6 3 1/28/2015 2015 Winter Conference Arizona Association of School Business Officials Live Seminar 5 5 2/20/2015 GFOAz 2015 Winter Conference GFOAz Live Seminar 13 7 4/29/2015 Professional Ethics Update for Arizona CPAs - Including Case Studies ASCPA Live Seminar 4 4/30/2015 Annual Working Paper Updates and Inspection Training Heinfeld, Meech & Co., P.C. Live Seminar 10.5 8 9/11/2015 Fall 2015 Technical Updates Heinfeld, Meech & Co., P.C. Live Seminar 1.5 1.5 9/11/2015 Attitudes for Service Heinfeld, Meech & Co., P.C. Live Seminar 1.5 9/30/2015 AICPA Governmental Accounting and Auditing Update Conference West 2015 AICPA Live Seminar 18 16.5 TOTAL: 133 99 EXHIBIT B TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HEINFELD, MEECH & CO., P.C. [Scope of Work] See following pages. 2640914.1 SCOPE OF WORK Financial Auditing Services 1. Background Information. 1.1 The Town. A. The Town is a municipal entity governed by an elected Mayor and Council that serves an area of approximately 20 square miles with a population of 22,489 (per the 2010 Census). B. The Town is organized into three departments and has approximately 52 full-time equivalent ("FTE") employees. An organizational chart of the Town is attached hereto as Attachment 1 and incorporated herein by reference. C. The Town has a total payroll of approximately $2.9 million. D. All full-time Town employees participate in a defined contribution pension plan administered by the ICMA Retirement Corporation as a 401(a) plan. E. The Town does not offer any post -employment benefits. F. The Town's fiscal year begins on July 1 and ends on June 30. G. The fiscal year 2015-16 budget for the Town is $37.9 million. H. The Town provides a range of services to its citizens including police and fire protection, municipal court, streets, recreational activities, building safety and cultural events. I. The Town contracts with outside agencies for law enforcement and fire/ emergency medical services. J. The Town does not provide any utility -type services. K. Detailed information on the Town and its finances can be found on the Town's website by reviewing the Town's Comprehensive Annual Financial Report ("CAFR") for the fiscal year ended June 30, 2015 (http://www.fh.az.gov/170/Financial-Reports-Budgets) and the Town's Adopted Budget (http://www.fh.az.gov/170/Financial-Reports-Budgets). L. The Town will provide Consultant reasonable work space, photocopying facilities and telephone and internet access to perform the Services. 2512319.3 1.2 Finance Division. A. The Finance Division ("Finance") is headed by Craig Rudolphy, Finance Director (the "Director"), who will be Consultant's principal contact. B. Finance has six employees and one volunteer who perform the following functions: 1. Accounting: Two full-time; one part-time volunteer. 2. Accounts Payable: one full-time. 3. Licensing: one part-time equaling .63 FTE. 4. Customer Service: Two part-time equaling one FTE. C. Confirmations will be prepared by Finance employees. D. Finance employees will provide information and documentation to assist Consultant. (Note: Assistance concerning federal grants should be directed to the applicable federal program.) E. A description of working papers the Town has prepared in the past are attached hereto as Attachment 2 and incorporated herein by reference. 1.3 Information Technology; puter System. A. Hardware. 1. Dell PowerEdge R430. 2. Intel Xeon 3.1 GHz Processor — X2. 3. Windows Server 2012 R2 Standard. 4. 32 GB Memory. 5. 2 TB Hard Drive Raid 10 H.D. B. Software — Tyler Technologies — MUNIS. 1. Accounts payable. 2. Accounts receivable. 3. Budget preparation. 4. Contract management. 5. Fixed assets. 6. General ledger. 7. Licensing — business and animal. 8. Parcel manager. 2512319.3 B-2 9. Permits and inspections. 10. Project accounting. 11. Purchasing. C. Class — Point of Sale. D. ActiveNet — Class registration, memberships and facility rental. E. Microsoft — Office Professional 2007. F. Databases — Microsoft SQL Server 2012 Standard. G. Payroll — Provided by Paychex. H. Systems documentation and explanations will be provided to Consultant by the Information Technology Division. 1.4 Component Units. The Town is defined, for financial reporting purposes, in conformity with Governmental Accounting Standards Board ("GASB") Codification of Governmental Accounting and Financial Reporting Standards, Section 2100. Using these criteria, the following component units are to be audited and included in the Town's financial statements: A. Town of Fountain Hills Municipal Property Corporation("MPC"). The MPC, an Arizona not-for-profit corporation, was organized for the purpose of financing the construction of municipal facilities and purchase of open space within the Town through the issuance of bonds. Concurrent with these bond issues, the Town entered into an agreement with MPC whereby the Town will pay to MPC amounts sufficient to retire MPC bonds and related interest. MPC is reported as a blended component unit in the Town's financial statements. The outstanding MPC bonds are reported as a debt service fund in the Town's financial statements. No separate financial statements are prepared for the MPC. B. Districts. The Town has one Community Facilities District and one Maintenance District (the "Districts"). These Districts are reported as blended component units in the Town's financial statements. The outstanding bonds are reported as a debt service fund in the Town's financial statements. No separate financial statements are prepared for the Districts. 1.5 Fund Structure. The Town will use the following fund types in its financial reporting as of June 30, 2016: 2512319.3 B-3 tj 3.0 Nature of Services Required. 2.1 Consultant will express an "in relation to" opinion on the fair presentation of the combined and individual non -major fund financial statements and supporting schedules, including the internal service funds in conformity with generally accepted accounting principles in the United States of America ("GAAP"). An audit of the introductory or statistical section of the report will not be necessary. However, review will be required for content and consistency. 2.2 Management's discussion and analysis is not a required part of the basic financial statements, but is supplemental information required by GAAP. Consultant will apply certain limited procedures to this required supplemental information. 2.3 The Town does not currently anticipate it will prepare any official statements in connection with the sale of debt securities which will contain the basic financial statements and the auditor's report thereon. In the event debt is issued, it is not anticipated that Consultant will be required to issue a "consent and citation of expertise" as the auditor and any necessary "comfort letters." 2.4 The Town expects that it is free to distribute copies of its financial statements without the prior consent of its auditors. Services to be Provided by Consultant. 3.1 Annual Audit ("Audit"). A. The Town's financial records are maintained on the fund basis, so the Consultant will be required to prepare government -wide financial statements in addition to fund basis statements. B. Consultant shall make a determination as to whether its financial statements present fairly, in all material respects, the respective financial position o£ 1. The governmental activities. 2512319.3 B-4 No. of No. of Funds Fund Type/ Individual No. of with Legally Account Group Funds Major Funds Adopted Budgets Operating Funds 4 1 4 Special Revenue Funds 8 1 8 Debt Service Funds 3 2 3 Capital Projects Funds 2 1 2 Nature of Services Required. 2.1 Consultant will express an "in relation to" opinion on the fair presentation of the combined and individual non -major fund financial statements and supporting schedules, including the internal service funds in conformity with generally accepted accounting principles in the United States of America ("GAAP"). An audit of the introductory or statistical section of the report will not be necessary. However, review will be required for content and consistency. 2.2 Management's discussion and analysis is not a required part of the basic financial statements, but is supplemental information required by GAAP. Consultant will apply certain limited procedures to this required supplemental information. 2.3 The Town does not currently anticipate it will prepare any official statements in connection with the sale of debt securities which will contain the basic financial statements and the auditor's report thereon. In the event debt is issued, it is not anticipated that Consultant will be required to issue a "consent and citation of expertise" as the auditor and any necessary "comfort letters." 2.4 The Town expects that it is free to distribute copies of its financial statements without the prior consent of its auditors. Services to be Provided by Consultant. 3.1 Annual Audit ("Audit"). A. The Town's financial records are maintained on the fund basis, so the Consultant will be required to prepare government -wide financial statements in addition to fund basis statements. B. Consultant shall make a determination as to whether its financial statements present fairly, in all material respects, the respective financial position o£ 1. The governmental activities. 2512319.3 B-4 2. The business -type activities. 3. Each major fund. 4. The discretely presented component units. 5. The Town's aggregate remaining fund information which collectively comprise the Town's basic financial statements ("in relation to"). C. The Audit shall be performed in accordance with: 1. GAAP. 2. Auditing standards generally accepted in the United States of America ("GAAS") as set forth by the American Institute of Certified Public Accountants. 3. The standards for financial audits set forth in the U.S. General Accounting Office's Government Auditing Standards ("GAS"). 4. The provisions of the Single Audit Act of 1984 and the Single Audit Act Amendments of 1996. 5. The provisions of U.S. Office of Management and Budget ("OMB") Uniform Guidance. 6. State of Arizona Uniform Expenditures Reporting System requirements mandated by ARiz. REv. STAT. § 41-1279.07, with guidelines set forth by the Arizona Auditor General. 7. State of Arizona Highway User Revenue Fund ("HURF") expenditure requirements pursuant to AMZ. REv. STAT. § 9- 481(B)(2). D. The Schedule of Expenditures of Federal Awards and related auditor's report, as well as the reports on the internal controls and compliance, are not to be included in the CAFR but are to be issued separately. E. The Audit shall include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. F. Consultant shall plan and perform the Audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 2512319.3 B-5 G. If applicable, as required by the Single Audit Act Amendments of 1996 and Uniform Guidance, the Audit shall include tests of transactions related to major federal award programs for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. The Town currently does not have a Single Audit reporting requirement. 3.2 Audit -related Reports. Following the completion of the Audit of each fiscal year's financial statements, Consultant shall issue: A. An independent auditor's report on the fair presentation of the basic financial statements in conformity with GAAP and an in -relation -to opinion on the combined and individual non -major governmental fund financial statements. B. An independent auditor's report on compliance and internal control over financial reporting based on an audit of the financial statements performed in accordance with GAS. C. An independent auditor's report on compliance with requirements applicable to each major federal program, internal control over compliance and schedule of expenditures of federal awards in accordance with OMB Uniform Guidance, if applicable. D. A schedule of findings and questioned costs, if applicable. E. A summary schedule of prior audit findings and corrective action plan, if applicable. F. A schedule of LTAF II Expended Revenues and Expenditures. G. Auditor's letter of recommendations to management which shall include statements on audit findings and recommendations affecting the financial statements, internal controls, accounting system, legality of actions, instances of noncompliance with laws and regulations and any other material matters. A draft of the letter shall be delivered to the Director for review and approval prior to its release. H. An independent auditor's report on the Annual Expenditure Limitation Report prepared in compliance with A.R. S. § 41-1279.07. I. An independent auditor's report affirming the Town is in compliance with the HURF and other dedicated transportation revenues requirements pursuant to A.R.S. § 9-481(B)(2). 2512319.3 B-6 J. Schedule of Expenditures of Federal Awards, if applicable. Consultant will provide an "in -relation -to" report on that schedule based on the auditing procedures applied during the audit of the financial statements. K. External review of the Fountain Hills Municipal Court every three years performed in accordance with the Minimum Accounting Standards, Compliance Checklist and Guide for External Review by Auditors. The next audit will be required for the fiscal year ending June 30, 2017. L. Consultant will immediately give a written report to the Director, Town Manager and Town Council of all irregularities and illegal acts or indications of illegal acts of which they become aware. M. Consultant shall submit a Management Letter of Comments and Recommendations for improvement of programs and financial management per the Consultant's opinion with the financial statements after examining the Town's systems of internal control. Consultant shall include the following deficiencies: 1. Control deficiency — A deficiency that 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 misstatements on a timely basis. 2. Material weakness — A deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. 3. Significant deficiency — A deficiency, or a combination of deficiencies, in internal control over financial reporting, which is less severe than a material weakness yet important enough to merit attention by those responsible for oversight of the company's financial reporting. 3.3 Reporting to Town Council. Consultant shall make an oral presentation of the annual reports to the Town Council no later than the last regular Council meeting in December of each year, which shall be included in the fiscal year end audit fee. During the presentation, Consultant shall inform the Town Council of the following: A. Consultant's responsibility under GAAS. B. Significant accounting policies. 2512319.3 B-7 C. Management judgments and accounting estimates. D. Significant audit adjustments. E. Other information in documents containing audited financial statements. F. Disagreements with management. G. Management consultation with other accountants. H. Major issues discussed with management prior to retention. I. Difficulties encountered in performing the audit. 3.4 Additional Duties. A. Consultant shall be available for intermittent requests for information relevant to technical accounting issues, implementation of new authoritative pronouncements and other significant issues that may affect the Town's financial statements. B. The Town sends its CAFR to the Government Finance Officers Association of the United States and Canada ("GFOA") for review in their Certificate of Achievement for Excellence in Financial Reporting program (the "Certificate Program") and has been awarded a certificate for the last 19 consecutive years. Consultant will be required to review the financial statements against the Certificate Program checklist to ensure compliance with the requirements of the Certificate Program. Consultant shall also (i) consolidate the audit, financial statements, Management Discussion and Analysis and all other supplemental information for the CAFR, (ii) bind the final copy of same and (iii) submit same to the GFOA. 3.5 Report Review and Distribution. A. Following completion of draft audit reports, Consultant shall submit copies of the draft reports and management letter to the Director for review and approval. B. Upon completion of the final reports, Consultant shall provide paper copies and one electronic (PDF) copy of all audit reports, management letter and required communications to the Town. C. If applicable, Consultant shall submit one electronic copy of the audit reporting package and data collection form to the Federal Audit Clearinghouse and provide one electronic copy of the audit reporting package to other pass-through entities when the schedule of findings and 2512319.3 B-8 questioned costs discloses audit findings related to federal awards that the pass-through entities provided or the summary schedule of prior audit findings reports on the status of prior findings related to federal awards that the pass-through entities provided. D. Consultant will make no other distribution unless approved by the Town. E. Consultant must prepare, type, print and bind all reports and schedules. 3.6 Exit Conference. Consultant must be available to participate in one or more exit conferences with members of the Town. Exit conferences will be coordinated through the Director. The purposes of the exit conferences are to discuss the draft audit reports with the Town, identify any errors and obtain comments on report findings and recommendations. 3.7 Retention. The audit firm shall retain the audit documentation in its entirety for a period of five years after the date of the audit reports. The audit documentation shall be subject at all reasonable times to review upon request by the Auditor General or designee, the United States Government Accountability Office, or other appropriate governmental agencies, if so requested. The working papers shall also be made available to any public accounting firm for the purpose of conducting quality monitoring programs of Consultant's work. The Town shall be notified in writing of any requests to review Consultant's working papers. 4.0 Time Requirements. 4.1 Work and Conference Schedule for the Fiscal Year 2015-2016 Audit. The following are key dates to the Town's preparation of the CAFR and the related Audit, which are subject to change upon mutual agreement during the contract term. A similar time schedule will be developed for future fiscal year audits if the Town exercises its option for renewal terms. A. May or June 2016 — Entrance Conference. The purpose of this meeting will be to provide a preliminary review of the Town's operations and discuss the interim work to be performed. This meeting will also be used to establish overall liaison for the Audit, to make arrangements for Consultant's work space and needs and Consultant shall provide a list of all interim schedules to be prepared by the Town. B. June or July 2016 — Interim Work and Progress Conference. Consultant may begin interim work at this time. At the completion of interim work, a meeting will be held for the purpose of summarizing the results of the preliminary review and interim work and identifying the key internal controls or other matters to be tested. 2512319.3 B-9 C. July or August 2016 — Detailed Audit Plan. Consultant shall provide the Town with a detailed Audit plan and a list of all year-end schedules, including Audit confirmation letters, to be prepared by the Town. D. September 2016 — Fieldwork. Consultant shall complete all fieldwork during the month of September. E. Late September 2016 to Early October — Exit Conference. The purpose of this meeting will be to summarize the results of the fieldwork and to review significant findings. F. Early to Mid -October 2016 — Auditor's Opinion. The signed auditor's opinion will be delivered to the Finance Division. 4.2 Final Reports and Schedules Due Dates. A. The Finance Division shall prepare the working papers, which will be ready for Consultant's arrival in September 2016. Consultant shall provide all recommendations, revisions and suggestions for improvement by early to mid-October 2016. B. Once all issues for discussion are resolved, the independent auditors' report shall be delivered to the Director no later than mid-October 2016. 2512319.3 B-10 EXHIBIT C TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HEINFELD, MEECH & CO., P.C. [Engagement Letter] See following pages. 2640914.1 EMHEINFELD, MEECH & CO., P.C. CPAs and Business Consultants March 22, 2016 Honorable Mayor, Town Council, and Management Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 3033 N. Central Ave., Suite 300 Phoenix, Arizona 85012 Tel (602) 277-9449 Fax (602) 277-9297 We are pleased to confirm our understanding of the services we are to provide for Town of Fountain Hills, Arizona (Town) for the year ended June 30, 2016. We encourage you to read this letter carefully as it includes important information regarding the services we will be providing to the Town. If there are any questions on the content of the letter, or the services we will be providing, we would welcome the opportunity to meet with you to discuss this information further. We will audit the financial statements of the governmental activities, each major fund, and the aggregate remaining fund information, including the related notes to the financial statements, which collectively comprise the basic financial statements of Town of Fountain Hills, Arizona as of and for the year ended June 30, 2016. We will also audit the budgetary comparison statements for the General Fund and all major Special Revenue Funds. We have also been engaged to report on supplementary information that accompanies the Town's basic financial statements. We will subject the following supplementary information to the auditing procedures applied in our 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 financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America and will provide an opinion on it in relation to the basic financial statements as a whole: 1. Combining and individual fund financial statements and schedules Accounting standards generally accepted in the United States provide for certain required supplementary information (RSI), such as management's discussion and analysis (MD&A), to supplement the Town's basic financial statements. Such information, although not 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. As part of our engagement, we will apply certain limited procedures to Town's RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist of inquiries of management regarding 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 will 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. The following RSI is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited: 1. Management's discussion and analysis Page 1 TUCSON PHOENIX FLAGSTAFF www.heinfeldmeech.com The following other information accompanying the basic financial statements will not be subjected to the auditing procedures applied in our audit of the financial statements, and our auditor's report will not provide an opinion or any assurance on that information. 1. Other information included with the audited financial statements such as the transmittal letter and statistical data In addition, we will audit the following and issue an audit opinion (or disclaimer of opinion) based on our audit for the year ended June 30, 2016. 1. The Annual Expenditure Limitation Report We will also provide the necessary services to prepare a report on Highway User Revenue Fund (HURF) expenditures in accordance with ARS §9-481(B)(2). Audit Objectives The objective of our audit is the expression of opinions as to whether your basic financial statements are fairly presented, in all material respects, in conformity with accounting principles generally accepted in the United States of America. We will also report on the fairness of the supplementary information referred to in the second paragraph when considered in relation to the basic financial statements taken as a whole. Our responsibility in the expression of opinions is to plan and perform the audit to obtain reasonable assurance, but not absolute assurance, that the financial statements are free from material misstatements. An important aspect to our expression of opinions on the financial statements is understanding the concept of materiality. Our determination of materiality is a matter of professional judgment and is affected by our perception of the financial information needs of users of the financial statements. In this context, it is reasonable for us to assume that users — 1. have a reasonable knowledge of business and economic activities and accounting principles, and a willingness to study the information in the financial statements with reasonable diligence; 2. understand that financial statements are prepared, presented, and audited to levels of materiality; 3. recognize the uncertainties inherent in the measurement of amounts based on the use of estimates, judgment, and the consideration of future events; and 4. make reasonable economic decisions on the basis of the information in the financial statements. Our audit will be conducted in accordance with auditing standards generally accepted in the United States of America and the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States, and will include tests of the accounting records of the Town and other procedures we consider necessary to enable us to express such opinions. We will issue a written report upon completion of our audit of the Town's financial statements. We cannot provide assurance that unmodified opinions will be expressed. Circumstances may arise in which it is necessary for us to modify our opinions or add emphasis -of -matter or other - matter paragraphs. If our opinions on the financial statements are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or issue reports, or may withdraw from this engagement. Page 2 We will also provide a report (that does not include an opinion) on internal control related to the financial statements and compliance with the provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a material effect on the financial statements as required by Government Auditing Standards. The report on internal control and on compliance will include a paragraph that states (1) that the purpose of the report is solely to describe the scope of 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 on compliance and (2) that the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. The paragraph will also state that the report is not suitable for any other purpose. If during our audit we become aware that the Town is subject to an audit requirement that is not encompassed in the terms of this engagement, we will communicate to management and those charged with governance that an audit in accordance with U.S. generally accepted auditing standards and the standards for financial audits contained in Government Auditing Standards may not satisfy the relevant legal, regulatory, or contractual requirements. Management Responsibilities Management is responsible for the basic financial statements and all accompanying information as well as all representations contained therein. Management is responsible for (1) establishing and maintaining effective internal controls, including evaluating and monitoring ongoing activities, to help ensure that appropriate goals and objectives are met; (2) following laws and regulations; and (3) ensuring that management is reliable and financial information is reliable and properly reported. Management is also responsible for implementing systems designed to achieve compliance with applicable laws, regulations, contracts, and grant agreements. You are also responsible for the selection and application of accounting principles, for the preparation and fair presentation of the financial statements in conformity with accounting principles generally accepted in the United States of America, and for compliance with applicable laws and regulations and the provisions of contracts and grant agreements. Management is also responsible for making all financial records and related information available to us and for the accuracy and completeness of that information. You are also responsible for providing us with (1) access to all information for which you are aware that is relevant to the preparation and fair presentation of the financial statements, (2) additional information that we may request for the purpose of the audit, and (3) unrestricted access to persons within the Town from whom we determine it necessary to obtain audit evidence. Management's responsibilities also include identifying significant vendor relationships in which the vendor has responsibility for program compliance and for the accuracy and completeness of that information. Management's responsibilities include adjusting the financial statements to correct material misstatements and for confirming to us in the representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements taken as a whole. Management is also responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud or illegal acts affecting the Town involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud or illegal acts could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the Town received in communications from employees, former Page 3 employees, grantors, regulators, or others. Management is also responsible for taking timely and appropriate steps to remedy fraud and noncompliance with provisions of laws, regulations, contracts, and grant agreements, or abuse that we report. In addition, you are responsible for identifying and ensuring that the Town complies with applicable laws, regulations, contracts, agreements and grants and for taking timely and appropriate steps to remedy any fraud, illegal acts, violations of contracts or grant agreements, or abuse that we may report. Management is also responsible for the preparation of the supplementary information, which we have been engaged to report on, in conformity with accounting principles generally accepted in the United States of America. You agree to include our report on the supplementary information in any document that contains and indicates that we have reported on the supplementary information. You also agree to include the audited financial statements with any presentation of the supplementary information that includes our report thereon or to make the audited financial statements readily available to users of the supplementary information no later than the date the supplementary information is issued with our report thereon. Your responsibilities include acknowledging to us in a written representation letter that (1) you are responsible for presentation of supplementary information in accordance with GAAP; (2) that you believe the supplementary information, including its form and content, is fairly presented in accordance with GAAP; (3) that the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of supplementary information. Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying for us previous financial audits, attestation engagements, performance audits or studies related to the objectives discussed in the Audit Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits or studies. You are also responsible for providing management's views on our current findings, conclusions, and recommendations, as well as your planned corrective actions, for the report, and for the timing and format for providing that information. With regard to the electronic dissemination of audited financial statements, including financial statements published electronically on your website, you understand that electronic sites are a means to distribute information and, therefore, we are not required to read the information contained in these sites or to consider the consistency of other information in the electronic site with the original document. Nonaudit Services As part of the audit, we will assist with preparation of your financial statements, notes to the financial statements and supplementary information. You have expressed your intention to use these nonaudit services within the scope of your request for proposal for audit services. Upon engagement of the audit we will utilize the general ledger, accounting records, Town prepared schedules and other information provided by Town personnel in order to prepare the necessary year-end adjusting journal entries and to prepare drafts of the financial statements, notes to the financial statements, and the supplementary information. You are responsible for the information provided by the Town and assuming all management responsibilities related to this service. You are also responsible for designing, implementing, and maintaining internal controls over the financial statements processes. Prior to their issuance you will be required to acknowledge in the management representation letter that you have reviewed and approved the financial statements and acknowledge that you have accepted responsibility for them. Further, you are required to designate an individual with suitable Page 4 skill, knowledge, or experience to oversee the nonaudit services we provide, and for evaluating the adequacy and results of these services. As the Town's independent auditor, professional standards place specific requirements on our provision of certain nonaudit services. We are strictly prohibited from assuming management responsibilities or making management decisions; therefore, the nonaudit services we provide are limited to those indicated above. We, in our sole professional judgment, reserve the right to refuse to perform any procedure or take any action that could be construed as assuming management responsibilities or making management decisions. Accordingly, to maintain our independence it is imperative that management understand its responsibilities and is capable of fulfilling these responsibilities. If there are any questions or concerns regarding management's responsibilities or ability to fulfill these responsibilities we request that you immediately contact us so that we may assess the circumstance and our continued independence with respect to providing audit services. Audit Procedures - General An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. 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 will plan and perform the audit to obtain reasonable rather than absolute assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the Town or to acts by management or employees acting on behalf of the Town. Because the determination of abuse is subjective, Government Auditing Standards do not expect auditors to provide reasonable assurance of detecting abuse. Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is a risk that material misstatements may exist and not be detected by us, even though the audit is properly planned and performed in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements. However, we will inform the appropriate level of management of any material errors or any fraudulent financial reporting or misappropriation of assets that come to our attention. We will also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. Our responsibility as auditors is limited to the period covered by our audit and does not extend to later periods for which we are not engaged as auditors. Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, and may include tests of the physical existence of inventories, and direct confirmation of receivables and certain other assets and liabilities by correspondence with selected individuals, funding sources, creditors, and financial institutions. We will request written representations from your attorneys as part of the engagement, and they may bill you for responding to this inquiry. At the conclusion of our audit, we will require certain written representations from you about the financial statements; compliance with laws, regulations, contracts, and grant agreements; and other responsibilities required by generally accepted auditing standards. Page 5 Audit Procedures - Internal Controls Our audit will include obtaining an understanding of the Town and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. An audit is not designed to provide assurance on internal control or to identify significant deficiencies. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards and Government Auditing Standards. Audit Procedures - Compliance As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the Town's compliance with applicable laws, regulations, contracts, agreements, and grants. However, the objective of those procedures will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards. Planned Scope and Timing of the Audit An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; therefore, our audit will involve judgment about the number of transactions to be examined and the areas to be tested. Our audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Material misstatements may result from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the entity or to acts by management or employees acting on behalf of the entity. We will generally communicate our significant findings at the conclusion of the audit. However, some matters could be communicated sooner, particularly if significant difficulties are encountered during the audit where assistance is needed to overcome the difficulties or if the difficulties may lead to a modified opinion. We will also communicate any internal control related matters that are required to be communicated under professional standards. We expect to begin our audit in May 2016 and conclude audit procedures and date our report in October 2016. Page 6 Engagement Administration, Fees and Other We understand that your employees will prepare and provide us with the items listed in our request for audit information and will locate any documents selected by us for testing. At the conclusion of the engagement, we will provide copies, which may include electronic copies, of the reports to the Town. It is management's responsibility to submit the reports to any other agencies that request or require the reports. The audit documentation for this engagement is the property of Heinfeld, Meech & Co., P.C., and constitutes confidential information. However, we may be requested to make certain audit documentation available to a cognizant or oversight agency or its designee, a federal agency providing direct or indirect funding, the U.S. Government Accountability Office, or other authorized governmental agency for the purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. If requested, access to such audit documentation will be provided under the supervision of Heinfeld, Meech & Co., P.C., personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies. The audit documentation for this engagement will be retained for a minimum of five years after the report release or for any additional period requested by governmental agencies. If we are aware that a federal awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the parties contesting the audit finding for guidance prior to destroying the audit documentation. Jennifer Shields is the engagement partner and is responsible for supervising the engagement and signing the reports or authorizing another individual to sign them. Our fee for these services will be $31,000, which is the amount in the request for proposal without a Single Audit. Our fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the audit. We exercised care in estimating the fee and believe it accurately indicates the scope of the work. Our fee includes one exit meeting to discuss audit results and findings. Subsequent review of documentation and additional meetings will be billed at the hourly rates indicated below. Our fee does not include factors beyond our control, such as new GASB requirements, consultation and assistance in correcting errors in Town -prepared information, or rescheduling of the audit when the Town is not prepared. It will be necessary for you to complete the requested information by certain timelines in order to meet the applicable filing deadlines for your audit reports. Not completing the requested information on time will jeopardize meeting the applicable filing deadlines. Additional fees incurred for factors beyond our control will be billed at the following hourly rates: Partner - $230; Manager - $190; Senior - $125; Staff - $105. Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. Government Auditing Standards require that we provide you with a copy of our most recent external peer review report and any letter of comment, and any subsequent peer review reports and letters of comment received during the period of the contract. Our 2015 peer review report accompanies this letter. Page 7 We appreciate the opportunity to be of service to Town of Fountain Hills, Arizona and believe that this letter accurately summarizes the significant terms of our engagement. Please feel free to contact us at any time if you have questions or concerns. If you have any questions regarding this letter, please let us know. Very truly yours, Q �Q 1 C. BEFqEL, MEECH & CO., P.C. CPAs and Business Consultants cc: Craig Rudolphy, Finance Director Page 8 MANN URRUTfA NELSON CPAs & ASSOCIATES, LLP GLENDALE ROSEVILLE SACRAMENTO • SOUTH LAKE TAHOE • KAUAI. HAWAII SYSTEM REVIEW REPORT To the Partners of Heinfeld, Meech & Co., P.C. and the Peer Review Committee of the CaICPA Peer Review Program We have reviewed the system of quality control for the accounting and auditing practice of Heinfeld, Meech & Co., P.0 (the firm) in effect for the year ended May 31, 2015. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants. As part of our review, we considered reviews by regulatory entities, if applicable, in determining the nature and extent of our procedures. The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Our responsibility is to express an opinion on the design of the system of quality control and the firm's compliance therewith based on our review. The nature, objectives, scope, limitations of, and the procedures performed in a System Review are described in the standards at www.aicpa.org/prsummary. As required by the standards, engagements selected for review included engagements performed under Government Auditing Standards and audits of employee benefit plans. In our opinion, the system of quality control for the accounting and auditing practice of Heinfeld, Meech & Co., P.0 in effect for the year ended May 31, 2015, has been suitably designed and complied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Firms can receive a rating of pass, pass with deficiency(ies), or fail. Heinfeld, Meech & Co., P.0 has received a peer review rating of pass. f ���7vf—)?As Sacramento, California August 6, 2015 SACRAMENTO OFFICE • 2515 VENTURE OAKS WAY, SUITE 135 • SACRAMENTO, CA 95833 • o. 916.929.0540 • F. 916.929.0541 WWW.MUNCPAS.COM EXHIBIT D TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HEINFELD, MEECH & CO., P.C. [Fee Proposal] See following pages. 2640914.1 Financial Auditing Services *Proposed annual increase should not exceed 5% per year. Company Na S i cynature Co Heinfeld Meech & Co., P.C. (CONT1��UED ON NEXT PAGE) Service Year 1 Year 2* Year 3* Year 4", Year 5* $ 31,050 Fl.scal'Year End Audit 27,250 $ 28,075 $ 29,075 30,075 Fiscal Year End Audit of 3,500 $ 3,600 $ 3,700 $ 3,850 $ 4,000 Federal Funds, if applicable Additional Audit Reports $ 750 $ 775 $ 800 825 850 (HURF) mry --- - ----- ----- - Annual Expenditure $ 11600 $ 11700 $ 11800 $ 11900 Limitallon. (AELR) Report 1500 Local Transportation $ 11000 $ 11050 $ 11100 $ 11150 $ 11200 Assistance (LTAF 11) Funds Fountain Hills Municipal $ N/A $ 31750 $ N/A N/A $ 41000 Court (every 3 years) GFA. Fees for Certificate $ 500 500 $ 500 $ 500 500 of Achievement Other $ N/A $ N/A $ N/A $ N/A $ N/A TOTAL$ 341500 $ 39,350 $ 36,875 38,200 $ 43,500 *Proposed annual increase should not exceed 5% per year. Company Na S i cynature Co Heinfeld Meech & Co., P.C. (CONT1��UED ON NEXT PAGE) Supportincr Schedule Of Prof�essional Fees And Fxp��n,,5gs Financial AUdliting Services (Year 1) *Total must agree with price shov%in on Fee Proposal page, Rates for Additional Professional Services Tf it should. become necessary for the Town to n-2-1.quest Consultant render -to ' I additional services to either supplement the Sierv'ces be provIded n this Agreement or to perform additional work as a result of the specific recommendations included in any report issued, then such additional work shall be performed only if set forth'in an addendum. to th4e, agreement between the Town and Consultant -An 'y such additIonal work agreed to between the Town and Consultant shall be performed. at the carne rates set forth in this Fee Proposal. Company N Signature-, ,,, Heinfeld, Meech & Co., P.C. Rates for Additional Professional Services: Partner - $230; Manager/Audit Supervisor - $190; Supervisory Staff - $125; Staff - $105; Administrative - $40 Any additional work authorized by the Town completed before June 30, 2017 will be billed at the following hourly rates. These hourly rates will be increased 3% annually for any work completed 1_ .1 after June 30, 2017. Any required additional services will be discussed with the Town in advance and may be billed at the hourly rates listed below or at a negotiated fixed fee, depending on the nature of the additional work. Category Hours Hourly at Total Partner 3) 5 $ 200 $ 7,000 Mana,,(Z.er (Audit Supervisor) 80 $ 1.-30 $ 10, 00 Supervisory Staff 90 100 $ 9,000 Staff 80 85 $ 6,800 Other (speclf) Admin 20 40 $ 800 GFOA CAFR application fee N/A N/A $ 500 Total* .... . ...... 305 N/A $ 34,500 *Total must agree with price shov%in on Fee Proposal page, Rates for Additional Professional Services Tf it should. become necessary for the Town to n-2-1.quest Consultant render -to ' I additional services to either supplement the Sierv'ces be provIded n this Agreement or to perform additional work as a result of the specific recommendations included in any report issued, then such additional work shall be performed only if set forth'in an addendum. to th4e, agreement between the Town and Consultant -An 'y such additIonal work agreed to between the Town and Consultant shall be performed. at the carne rates set forth in this Fee Proposal. Company N Signature-, ,,, Heinfeld, Meech & Co., P.C. Rates for Additional Professional Services: Partner - $230; Manager/Audit Supervisor - $190; Supervisory Staff - $125; Staff - $105; Administrative - $40 Any additional work authorized by the Town completed before June 30, 2017 will be billed at the following hourly rates. These hourly rates will be increased 3% annually for any work completed 1_ .1 after June 30, 2017. Any required additional services will be discussed with the Town in advance and may be billed at the hourly rates listed below or at a negotiated fixed fee, depending on the nature of the additional work. Meeting Date: 4/7/2016 Agenda Type: Consent TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Type: Regular Session Submitting Department: Development Services Staff Contact Information: Randy Harrel, Town Engineer; 480-816-5112; e-mail: rharrel@fh.az.gov Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): CONSIDERATION of directing Staff to authorize approval of the supplemental SRP Municipal Aesthetics Fund project - "El Pueblo and Grande Conversion and 69 kV Pole Replacement". Applicant: N/A Applicant Contact Information: N/A Owner: Salt River Project Owner Contact Information: Janice Cacioppo/ SRP Municipal Aesthetics Fund Program Administrator Tele: 602-236-3735 E-mail: Janice.Cacioppo@srpnet.com Property Location: vicinity of EI Pueble Blvd./ Grande Blvd. Related Ordinance, Policy or Guiding Principle: N/A Staff Summary (background): On 11-20-14, Staff presented the history, purpose, and current status of the Town's account in the Salt River Project Municipal Aesthetics Fund (SRP MAF) to the Town Council, and 6 projects funded by that account were directed to be authorized. The current status of those projects are: 1. Faux Saguaros (fiberglass poles for the SRP Smart Router system) - Construction completed. 2. MCO-Adero Upgrade (replacing wood poles with steel poles on the 69 kV line through Adero Canyon, per the Revised Settlement Agreement) - Construction substantially completed. 3. Underground at Shea (at east Town limits; 3 -span option) - Authorized; SRP design underway. 4. Underground at Palisades (near Wheeler Substation; downscoped by SRP to 1 -span) - Authorized; SRP design underway. 5. Scottsdale IGA Swap - Not implemented (Scottsdale terminated project.) 6. Underground at Caliente Wash - Authorized; SRP design underway. The Town's available MAF account balance will exceed SRP's allowed cap, and an additional project needs to be authorized by the Town prior to the end of April, to avoid loss of those excess funds, due to the: * Annual SRP contribution into the MAF account. * Fort McDowell's participation in the "Underground at Palisades" project. (Fort McDowell had excess SRP MAF funds in 2015, without their own available replacement project.) * SRP downscoped the "Underground at Palisades" project from the 2 -span option authorized by the Town to 1 -span. Page 1 of 3 * Deletion of the "Scottsdale IGA Swap" project. * SRP cost estimate decreases at several of the above -noted projects. Per the attached SRP Municipal Aesthetics Program Funding Summary dated 3-17-16, the Town's available funding in its SRP MAF account is currently $561,200 (which will exceed SRP's maximum allowed carry- forward balance at the end of April. "At -risk" funds = $361,200. Note that SRP has normally allocated an additional $100,000 contribution to the Town's MAF account on each May 1.) At the Town's request, SRP has provided an "Aesthetics Updated Conceptual Cost Estimate" for an additional MAF project - "EI Pueblo and Grande Conversion and 69 kV Pole Replacement" (attached), which is valid through April 30. (In Staffs 11-20-14 presentation to the Town Council, this project had been shown as an "Other Potential Project", and had been labelled as potential Project "B3".) This project will underground the overhead 12 kV lines crossing the EI Pueblo Blvd./Grande Blvd. intersection. (Note: The existing overhead 12 kV wires are underhung below the 69 kV wires at this location. The cost of undergrounding 69 kV wires greatly exceeds the Town's MAF account value.The underhung CATV/Tele wires will need to be relocated in joint trench, by that utility.) This project will also replace two existing wood poles with steel poles (and in doing so, will remove 14 steel guy wires, one overhead guy span wire, and one wood guy pole). SRP's Updated Conceptual Estimate for this work is $451,400. Risk Analysis (options or alternatives with implications): SRP indicates that the Town would forfeit $361,200 in SRP MAF funding at the end of April, if this project is not approved. Fiscal Impact (initial and ongoing costs; budget status): All of this project's above -noted design and construction costs will be paid for by SRP's MAF. (Note: If new easements are needed for this project (e.g. if electrical cabinets need to be set in new easements, outside of the Town's existing right-of-way), the Town will be directly responsible for any costs to prepare the easement documents and to obtain the easements.) Budget Reference (page number): N/A Funding Source: NA If Multiple Funds utilized, list here: Budgeted; if No, attach Budget Adjustment Form: NA Recommendation(s) by Board(s) or Commission(s): N/A Staff Recommendation(s): Staff recommends approval of the SRP MAF "EI Pueblo and Grande Conversion and 69 kV Pole Replacement" project. List Attachment(s): SRP MAF Proposed Project Locations Map, dated 10-21-14, revised (to show this added project) 3-21-16. Aerial Photo Map Existing Wiring Photos (2) J. Cacioppo/SRP "Municipal Aesthetics Program Funding Summary", dated 3-17-16 J. Cacioppo/SRP "Aesthetics Updated Conceptual Cost Estimate", dated 3-16-16, w/ Funding Agreement attachment. J. Cacioppo/SRP "Aesthetics Conceptual Cost Estimate", dated 11-12-15, w/ attachments. SUGGESTED MOTION (for council use): Move to direct Staff to authorize the SRP MAF "Aesthetics Updated Conceptual Cost Estimate", dated 3-16-16, for the "EI Pueblo and Grande Conversion and 69 kV Pole Replacement" project. Page 2 of 3 Ap oved: Z . rady E. Miller, TO n anager 3/29/2016 Page 3 of 3 SRP MAF PROPOSED PROJECT LOCATIONS- �"�'�77-- -- -- -- - -�� SEE SEPARATE MAPS: o���nuvg,.�f OSRP SMART ROUTER SYSTEM: CONSTRUCTION a� ����� y� ✓�� . �� FAUX SAGUAROS (STEEL POLES) COMPLETED CALIENTE WASH o 9jled�t�nA�ti� `°�\��/?�Ja 6 UNDERGROUNDING E O MCO CONSTRUCTION ADERO 69 KV STEEL POLE UPGRADE COMPLETED IN DESIGN � •�fi ti tLs �w (7a0� ry r 7 %yam L oe v CONSTRUCTION COMPLETED ' !� k E "� %� r'fr al Q • \ \ ,.. fA s r � E c c zilf! /ri/rF Lri>� < G .. $ � ; SSP �N��i"moi �41c: Ej �E7�d �` PROJECT . } �n.� EL PUEBLO GRANDE _McorADERo��tvUNDERGROUNDING LEGEND 2 69 KVSTEEL POL & STEEL POLE UPGRADE r yr UPGRADE a A WOOD SRP POLE - 69 KV CONSTRUCTIONS \E �\ NEARLY COMPLETED "S M�6 AI HF WOOD SRP POLE - 12 KV OR GUY 7/ T f 1i � O � f A ZItT hi / ✓ � �?7 tib E� til STEEL SRP POLE 1e/ET�JIq'�a - UNDERHUNG WIRING i IN DESIGN 4 UNDERGROUND NG '�f`t�i. (TWE) SPANS) T ✓y -c'�/y� (/ E—'���y _^E �1 1-�� r, ,II ONE ✓ ✓fTy� lF \ �.� r��7G� c"�2✓ i J ✓, %T 11 7 t �E,J, �(�� I1?St/L M� .E \(;i\✓ _!/ / ..1 { 1<1= —.L( L1j, e,..E �. _ I 5'HE� LVD \ _,gym "E�(_ 1I.l�Y �J r–�Lt•,'r lf� .��--5%�' �,t 0�� NORTH f c nnAty ��7\ <5 SHEA 12KV 0 1750' 3500' �.-6A-S-WAP F . u n Irl ly \d A 3 UNDERGROUNDING i DEiETED E E y's Ec >� ' ✓F^( 'L✓ w 7 /Tvt)to (THREE SPANS) SCALE: 1"=3500' IBLVD . IN DESIGN MAP DATE: 10-21-14r�i ;GeseA-PP,-e`:Y%kf�$�� / REV DATE: 3-21-16 /eEj DEVELOPMENT SERVICES 2014 PHOTO MAP LEGEND: LOTLINE ROW CENTERLINE - EASEMENT - ----- EXISTING SRP FACILITIES -�- TO BE MODIFIED N W E S 0 10' 20' SCALE: 1" = 20' TYPICAL WIRING GRANDE BLVD - LOOKING EAST TYPICAL WIRING EL PUEBLO BLVD - LOOKING NORTH MUNICIPAL AESTHETICS PROGRAM FUNDING SUMMARY March 17, 2016 FOUNTAIN HILLS PSG -103.09.06 SRP FISCAL YEAR (May 1 -Apr 30) FUNDING ALLOCATION SRP ALLOCATON MATCHING FORFEITED (5) FUNDS LOANS/GIFTS TO/FROM OTHER MUNIS MUNI ADVANCED FUNDING ADVANCED FUNDING REPAYMENT FISCAL YEAR FUNDING TOTAL 1991/1992 $ 50,000 $ $ $ 50,000 1992/1993 $ 27,000 $ $ $ 27,000 1993/1994 $ 72,000 $ $ $ 72,000 1994/1995 $ 110,000 $ $ $ 110,000 1995/1996 (1) $ 521,018 $ $ $ 521,018 1996/1997 $ 357,820 $ $ $ 357,820 1997/1998 $ 646,680 $ $ $ 646,680 1998/1999 $ 58,171 $ $ $ 58,171 1999/2000 $ 110,947 $ $ $ 110,947 2000/2001 $ 278,108 $ $ $ 278,108 2001/2002 $ 542,326 $ $ $ 542,326 2002/2003 $ 171,994 $ $ $ 171,994 2003/2004 $ 134,565 $ $ $ 134,565 2004/2005 (2) (3) $ 43,449 $ $ (155,942) FM $ (112,493) 2005/2006 $ 28,787 $ $ $ 28,787 2006/2007 $ 52,338 $ $ $ $ 52,338 2007/2008 $ 36,732 $ $ $ $ 36,732 2008/2009 $ 540,543 $ $ $ $ 540,543 2009/2010 $ 73,389 $ $ $ $ 73,389 2010/2011 (4) $ 100,000 $ $ $ $ 100,000 2011/2012 (4) $ 100,000 $ $ $ $ 100,000 2012/2013 $ 100,000 $ I $ $ $ 100,000 2013/2014 $ 100,000 $ $ $ $ 100,000 2014/2015 $ 100,000 $ $ $ $ $ 100,000 2015/2016 $ 100,000 $ $ $ $ $ 100,000 $ $ TOTALS $ 4,455,867 $ ADVANCED FUNDING SUMMARY Amount Advanced $ Amount Repaid $ Advancement Amount Owed $ $ - $ (155,942) $ - $ - $ 4,299,925 LESS COMPLETED PROJECTS TOTAL $ 2,735,454 SUBTOTAL $ 1,564,471 LESS ACTIVE PROJECTS TOTAL $ 1,003,271 AVAILABLE FUNDING $ 561,200 LESS PENDING PROJECTS TOTAL $ 451,400 AT RISK FUNDING FY14 FUNDS FUNDING BALANCE IF PENDING PROJECTS APPROVED $ 109,800 At Risk incl Active Projects $ 361,200 At Risk incl Active + Pending Projects $ - (1) FY95/96 FH committed use of $573,518 in funding to Ft McDowell Indian Nation for aesthetically quailfying projects. FM is not part of program at that time (2) FY04/05 FH transfer of $60,842 of unused funds from prior commitment to Ft McDowell Indian Nation. (3) 5/19/10 Audit: Corrected amount transferred to Ft McDowell. From $60,842 to $155,942. Also moved 2 completed jobs to FM Funding Summary FHLIS REV.xlsx/SUMMARY - REV 1 to 1 PSG -103.09.06 A=°'r� ` MUNICIPAL AESTHETICS PROGRAM FUNDING SUMMARY March 17, 2016 FOUNTAIN HILLS ESTIMATING Lu Z z SRP REF # MUNI PROJ # JOB NAME DATE REQUESTED ESTIMATE REQUESTED 1 _ 2 3 PENDING APPROVAL ui Z z SRP REF # MUNI PROJ # JOB NAME ESTIMATE DATE ESTIMATE AMOUNT 1 T2107979 EL PUEBLO AND GRANDE CONVERSION 11/12/15 $ 280,500 2 T2107982 EL PUEBLO AND GRANDE REMOVAL 11/12/15 $ 9,900 3 ARC00001860 EL PUEBLO AND GRANDE 69KV POLE REPLACEMENT 11/12/15 $ 161,000 4 TOTAL $ 451,400 ACTIVE at Z z SRP REF # MUNI PROJ # JOB NAME ESTIMATE DATE ESTIMATE AMOUNT 1 T2052829 CALIENTE WASH CONVERSION 10/21/15 $ 152,400 2 T2052830 CALIENTE WASH REMOVAL 10/21/15 $ 14,400 3 T2052827 SHEA BLVD/BEELINE CROSSING CONVERSION 10/21/15 $ 596,300 4 T2052828 SHEA BLVD/BEELINE CROSSING REMOVAL 10/21/15 $ 34,400 5 T2052824 PALISADES BLVD CONVERSION (co -fund w/FM) 11/4/15 $ 100 6 T2062825 PALISADES BLVD REMOVAL (co -fund w/FM) 11/4/15 $ 100 7 ARC0001855 PALISADES BLVD 69KV POLE REPLACEMENT (co -fund w/FM) 11/4/15 $ 13,971 8 T1951204 ADERO CANYON 69KV POLE UPGRADES 9/25/14 $ 191,600 TOTALI $ 1,003,271 FHLIS REV.xlsx/FH PROJ 1 of 1 P. O. Box 52025 Phoenix, AZ 85072-2025 (601) 236-5900 www.slpnet.com March 16, 2016 S�Msa ; Paul Mood File No.: PSG -103.09.09 Town of Fountain Hills Ref No.: MAPE-1531 16705 E Avenue of the Fountains Fountain Hills, AZ 85268 SUBJECT: EL PUEBLO AND GRANDE CONVERSION AND 69KV POLE REPLACEMENT — AESTHETICS UPDATED CONCEPTUAL COST ESTIMATE Dear Paul, Per Randy Harrel's email dated March 10, 2016, Fountain Hills has requested an extension to the Aesthetics Conceptual Estimate valid thru date. The estimate provided to the town dated November 12, 2016 expired on March 11, 2016 and was never approved by Fountain Hills. Therefore, SRP has prepared an Aesthetics Updated Conceptual Cost Estimate to bury an existing 12kV overhead span underbuilt on 69kV poles along EI Pueblo Blvd crossing Grande Blvd and replace both two 69kV wood poles to steel at both ends of the 12kV span. The scope of work for this conversion project has not changed. The estimate has been updated to reflect current costs. UPDATED CONCEPTUAL COSTS: SRP REF # JOB SCOPE COSTS T2107979 Trench/Conduit $ 71,400 Electrical $ 209,100 Underground Subtotal $ 280,500 T2107982 loverhead Removal $ 9,900 TBD 169kV Pole Replacement $ 161,000 TOTAL UPDATED CONCEPTUAL ESTIMATE $ 451,400 We have extended the estimate expiration date through April 30, 3016 so this project can be presented to Town Council on April 71". Please sign and email the attached updated Aesthetics Funding Agreement to me. A Definitive Cost Estimate will be prepared and sent to you upon completion of design and prior to construction. This estimate must be approved and sent to SRP before April 20, 2016 to avoid forfeiture of Aesthetics funds at the end of April. Failure to approve this project's funding before the end of April may result in forfeiture potentially $361,200. Please contact me at (602) 236-3735 or at Janice. Cacioppo@srpnet.com if you have any questions regarding the Aesthetics funding. Sincerely, Janice Cacioppo Municipal Aesthetics Program Administrator Sent via Email c: Randy Harrell, Fountain Hills V Silvestro B Priest File �19 ARAMPOPF March 16, 2016 File No.: PSG-103.09.09 Ref No.: MAPE-1531 MUNICIPAL AESTHETICS PROGRAM FUNDING AGREEMENT ® CONCEPTUAL ESTIMATE ❑ DEFINITIVE COSTS ❑ REVISED COSTS PROJECT NAME: EL PUEBLO AND GRANDE CONVERSION AND 69KV POLE REPLACEMENT MUNICIPALITY PROJECT #: ESTIMATE DATE: 03116/16 (updated costs) VALID THROUGH: 04/30/16 SRP REF # JOB SCOPE SRP TRENCH/CONDUIT MUNICIPALITY TRENCH/CONDUIT T2107979 Trench/Conduit $ 717400 $ - Electrical $ 209,100 $ 209,100 Underground Subtotal $ 280,500 $ 209,100 T2107982 Overhead Removal $ 91900 $ 9,900 TBD 169kV Pole Replacement $ 161,000 $ 161,000 TOTAL UPDATED CONCEPTUAL ESTIMATE $ 4519400 $ 380,000 CONDITIONS: o This estimate is valid for 120 days from the date of this agreement after which a revised cost may be determined. o A Definitive Cost will be sent to the Municipality upon design completion. o SRP reserves the right to adjust the estimate to reflect current costs. o The Municipality's SRP Municipal Aesthetics allocation exposure for this project will not exceed actual costs incurred by SRP. o Any future relocation of the facilities associated with this project will be at the cost of those other than SRP, including use of SRP Municipal Aesthetics funds. o Construction will be done during normal SRP work hours unless otherwise agreed to. o Lane closures that do not impede the normal workflow of traffic will be allowed unless otherwise agreed to. Power Projects: o As a condition of the use of SRP Aesthetics funds the Municipality is required to provide SRP with a land right that is acceptable to SRP for all relocated and new facilities installed on Aesthetics projects. o If the Municipality requires any additional conduits be placed in the trench an agreement must be in place with SRP prior to the start of construction. o If applicable, Telco and CATV will be offered a joint trench opportunity per existing agreements. Joint trench costs for other utilities are not fundable through the SRP Municipal Aesthetics Program. o Municipality streetlight requirements, if applicable, will be provided early in the design process. Streetlight pole installation and connection costs are the responsibility of the Municipality. Trench Provider: SRP Municipality (please initial choice of provider) 69KV Pole Replacement Only: (please initial if replacing 69kV poles only -No conversion) Municipality: TOWN OF FOUNTAIN HILLS Print Name: Approved: Declined: Signature Signature Title: Date: Date: Return signed Funding Agreement to: Janice. Cacioppo@srpnet.com P. 0. Box 52015 Phoenix, AZ 85072-1015 (601) 236-5900 www.srpnet.com November 12, 2015 Paul Mood File No.: PSG -103.09.09 Town of Fountain Hills Ref No.: MAPE-1,511 16705 E Avenue of the Fountains Fountain Hills, AZ 85268 SUBJECT: EL PUEBLO AND GRANDE CONVERSION AND 69KV POLE REPLACEMENT — AESTHETICS CONCEPTUAL COST ESTIMATE Dear Paul, Jar Per Randy Harrel's request, SRP has prepared an Aesthetics Conceptual Cost'Estimate to bury an existing 12kV overhead span underbuilt on 69kV poles along EI Pueblo Blvd crossing Grande Blvd and replace both two 69kV wood poles to steel at both ends of the 12kV span. JOB SCOPE: Underground Conversion: Install approximately 250 linear feet of trench and conduit and bore approximately 200 linear feet. If SRP does civil work then SRP will be responsible for backfill and restoration. SRP to install approximately three (3) three phase pad mounted devices, approximately two (2) risers, and approximately 6,890 linear feet of underground primary and feeder aluminum conductor. Overhead Removal: SRP to remove approximately 750 linear feet of conductor with neutral 69kV Pole Replacement: SRP to remove two (2) wood 69kV transmission poles (P-25 and P-26), one (1) guy pole, and associated guy wires and transfer existing conductors. SRP to install two (2) self-supporting, unguyed steel poles. Estimate assumes new poles can be set in place. If additional excavation and rocky soils are encountered, the cost could increase substantially. The pole replacements are required with the 12kV conversion work due to the added load from construction of new facilities on the poles; however, the pole replacements can also be done without the conversion so the guy wires and guy pole can be eliminated. COSTS: Conversion Project Costs including 69kV Pole Replacement: SRP REF # JOB SCOPE TBD COSTS T2107979 Trench/Conduit $ 79,800 Electrical $ 228,400 Underground Subtotal $ 308,200 T2107982 Overhead Removal $ 10,800 TBD 169kV Pole Replacement $ 182,000 TOTAL COST ESTIMATE -12kV Conversion, 69kV Poles $ 501,000 69kV Pole Replacement Only: SRP REF # JOB SCOPE COSTS TBD 169kV Pole Replacement $ 182,000 TOTAL COST ESTIMATE - 69kV Poles Only $ 182,000 This Conceptual Cost Estimate is valid through March 10, 3016. Please sign and email the attached Aesthetics Funding Agreement to me. A Definitive Cost Estimate will be prepared and sent to you upo completion of design and prior to construction. � Please contact me at (602) 236-3735 or at Janice.Cacioppo@srpnet.com if you have any ques regarding the Aesthetics funding. I—J Sincerely, V )Janice Cacioppo Municipal Aesthetics. Program Administrator Sent via Email c: Randy Harrell, Fountain Hills V Silvestro 6 Priest File MUNICIPAL AESTHETICS PROGRAM FUNDING AGREEMENT November 12, 2015 File No.: PSG -103.09.09 Ref No.: MAPE-1511 � CONCEPTUAL ESTIMATE ❑DEFINITIVE COSTS ❑REVISED COSTS �r PROJECT NAME: EL PUEBLO AND GRANDE CONVERSION AND 69KV POLE REPLACEMENT MUNICIPALITY PROJECT #: � ESTIMATE DATE: 11/12115 VALID THROUGH: 03/10/16 SRP REF # JOB SCOPE SRP TRENCH/CONDUIT :MUNICIPALITY .TRENCH/CONDUIT T2107979 Trench/Conduit $ 791800,-$ - Electrical $ 2289400 $ 228,400 Underground Subtotal $ 3081200 $ 228,400 T2107982 Overhead Removal $ 1,49800 $ 10,800 TBD 69kV Pole Replacement $ 182,000 $ 182,000 TOTAL COST ESTIMATEI $ 501,0001 $ 421,200 CONDITIONS: f o This estimate is valid for 120 days from the date of this agreement after which a revised cost may be determined. o A Definitive Cost will be sent to the Municipality upon design completion. o SRP reserves the right to adjust the estimate to reflect current costs. o The Municipality's SRP Municipal Aesthetics allocation- exposure for this project will not exceed actual costs incurred by SRP. o Any future relocation of the facilities associated with this project will be at the cost of those other than SRP, including use of SRP Municipal Aesthetics funds.," o Construction will be done during normal SRP work hours unless otherwise agreed to. o Lane closures that do not impede the normal workflow of traffic will be allowed unless otherwise agreed to. Power Projects: o As a condition of the use of SRP Aesthetics funds the Municipality is required to provide SRP with a land right that is acceptable to SRP for all relocated and new facilities installed on Aesthetics projects. o If the Municipality requires any additional conduits be placed in the trench an agreement must be in place with SRP prior to the start of construction. o If applicable, Telco and CATV'will be offered a joint trench opportunity per existing agreements. Joint trench costs for other utilities are not fundable through the SRP Municipal Aesthetics Program. o Municipality streetlight requirements, if applicable, will be provided early in the design process. Streetlight pole installation and connection costs are the responsibility of the Municipality. Trench Provider: SRP Municipality (please initial choice of provider) 69KV Pole Replacement Only: (please initial if replacing 69kV poles only -No conversion) Municipality: TOWN OF FOUNTAIN HILLS Print Name: Title: Approved:, -/Date: Signature Declined: Date: i Signature Return signed Funding Agreement to: Janice. Cacioppo@srpnet.com 17511 14016 1 C -PR- 1,621 14017 17505 14008 17432 42 I -z 2 R -PR -ll 609 �R - PR 604 17514 14007 17508 i V, RZ 17507 1 17515 1 3823 1 17523 13815 ofeet sofeal IODWt IMMMEW —1 3 NOTE: Equipment locations shown on this sketch i �--� are not actual locations. This is for reference only. 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HOME srrEs � 50-58244 1 i� lizCL AI,VQ 'S1 Oc% ?i 1A 5 c C-P13 55r LB - --- --- - ----- -- i -Ji ____ ------------1� P-1511 --�1 50-99139 P-1614 xXx 25-230478 i k PR•1612 60a C-PB 3.600.4 BDS TO PR-161 L8 � i $ BOC EL PUEBLO BLVDICRANDE t_� TDR-142 CF--12-13 -1 r 1 y /� P-1615 (REV., A TTLER 25-230257 1 SUBDIVISION / _ � CF- 1--16 �� PD-1305 a � 3133K °- 0 ((REV.) ` DITTLEI� SUBDIVISION `- `PR-0109 1'85A CO KEI-1779 CF-11-16 . C-P-0102 / P-0402 25-415707 R-P-0102 Meeting Date: 4/7/2016 Agenda Type: Regular TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Type: Regular Session Submitting Department: Community Services Staff Contact Information: Mark C. Mayer - mmayer@fh.az.gov / (480) 816-5190 Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): Consideration of approving the donation of a bronze sculpture titled, "Aviator" for placement in Fountain Park Applicant: N/A Applicant Contact Information: N/A Owner: N/A Owner Contact Information: N/A Property Location: N/A Related Ordinance, Policy or Guiding Principle: Public Art Master Plan Staff Summary (background): The Public Art Committee is requesting that the Town Council accept a donated bronze sculpture titled, "Aviator" by Colorado artist George Lundeen. The donors of the piece, which is valued at $6,000, are Walter and Betty Martin. Placement would be in Fountain Park adjacent to the Veterans Memorial. Risk Analysis (options or alternatives with implications): N/A Fiscal Impact (initial and ongoing costs; budget status): N/A Budget Reference (page number): N/A Funding Source: NA If Multiple Funds utilized, list here: N/A Budgeted; if No, attach Budget Adjustment Form: NA Recommendation(s) by Board(s) or Commission(s): S Staff Recommendation(s): Staff is recommending acceptance of the piece and placement as proposed List Attachment(s): Letter from the Chair of the Public Art Committee Sandi Thompson / picture of the piece/ site map Page 1 of 3 SUGGESTED MOTION (for council use): Motion to approve acceptance of the donated piece and its placement in Fountain Park as requested Page 2 ora Prepared by: NA 8/25/2015 Director's Approval: Mark Mayer, Community Services Director 3/28/2016 Approved: Gra'OrE. Kill wn anager 3/31/2016 Page 3 of 3 March 14, 2016 Honorable Mayor Kavanagh Town Council Members Town of Fountain Hills Fountain Hills, AZ 85268 Dear Ladies and Gentlemen, FOUNTAIN HILLS CULTURAL & CIVIC ASSOCIATION Post Office Box 18254 Fountain Hills, AZ 85269 The Public Art Committee of the Fountain Hills Cultural & Civic Association would like to propose the acquisition of a bronze sculpture of a WWII Aviator entitled "Aviator" by Colorado artist George Lundeen. The dimensions are 38"x32"xl3" and weighs about 50 lbs. This piece has an acquisition and insured value price of $6,000. It is being donated by Walter and Betty Martin of Fountain Hills who also donated Fred & Ginger that resides in Fountain Park. We are recommending the piece be placed near the Veterans Memorial just east of the archway near the two benches. Acquisition of this piece has been approved by the Public Art Committee and by the Board of the Fountain Hills Cultural & Civic Association. A photo of this sculpture has been sent to you in a separate email. Very Truly Yours, Saudi ✓`'&awPma Sandi Thompson Chair, Public Art Committee FHCCA � .� «� . 2 . C.� � � + �/; .�:g\ z' k ./. .., � � � ` � � �� ,� ` ��� .� \ ��§ � � �^ �. # . �� .� �. �� /� � �� ~�� � � «� . �. � ! . �\\ � �� �\< ~ \ \ } �� � � � . `f \\ # `. . b� � � �� � . � . ^` ± �--��.�_. __ -- � �\ :. � § � §\�y\ � Fuuiv I AIM R1CC5 SEVo FOUNTAIN PARK 12925 N SAGUARO BLVD PERFuId01An�.E PAU "%rL, f?w A �l.VI4I I�lU Ia1I , EE19 . ER AA� ro" THE PLAZA �z=v01� 1 xllvai� 0 xV I IYI 1 , nra�na I PERTGROONO AUnYI I T AMEA c ROIART zPCRaR PAD GrcEA I CRWN n PERFv—R0mNCE PAD 'o sRA130 RIMS i RED TUCCA CRrm a 'GONER 8^RREC ERwri 9 YGIL,CAIQS MITMERIAC REO TUCCA RAMADA ROTARY SPLASH PAD KIWANIS RAMADA RES I r<DOIA I s<DC OLuv — DRINKING FOUNTAINS UUMEN BAnREE CRUPARusA RAmAI)A RAMADA I PCRTWMlaO I I IRONWOOD RAMADA , i �lU r otv¢ PUMP HUUSE ''SITE v MCL KAMADAS MAVI!: ME 1 Rine iju t eCrz YG I GRAI'Ia 11IElRORIAC -A = L S I AIQ13ARD I ABLEn — 155mm HOWITZER �+y` 1 HANDICAP TABLE r Bulli In iv/0, Founwin Fillls woRa Famous Founxaln arows from a 33 acre, million gallon lake and reaches a height of 330 ft. with two pumps for 15 minutes on the hour rrom yam to ypm wady. On special occasions ZRe rounxain can attain 560 ft. with all three pumps running. In the event winds exceed 10 mph the fountain will automatically sRut—sown. Meeting Date: 4/7/2016 Agenda Type: Regular TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Staff Contact Information: Grady E. Miller, Town Manager On Behalf of Councilmembers Brown, Deporter, and Yates Meeting Type: Regular Session Submitting Department: Administration Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): That the Mayor and Council review a request to address the governance of Salt River Project (SRP) and provide direction to staff. Applicant: N/A Applicant Contact Information: N/A Owner: N/A Owner Contact Information: N/A Property Location: N/A Related Ordinance, Policy or Guiding Principle: N/A Staff Summary (background): Over the past several months, the Town Council has been contacted by Fountain Hills resident Paul Getty regarding his concerns about the governance of Salt River Project (SRP). Mr. Getty has requested that the Mayor and Council adopt a resolution supporting a change in the governance structure of SRP. Mr. Getty provided the attached resolution which petitions Arizona state legislators to sponsor legislation to amend the SRP Power District so that all SRP customers and/or landowners will have the ability to vote in the SRP Board of Directors meetings. In reviewing Mr. Getty's concerns, staff ascertained that there is a long and complicated history on how SRP's governance was established. The Salt River Project (SRP) is the umbrella name for two separate entities: the Salt River Project Agricultural Improvement and Power District, an agency of the state of Arizona formed in 1937 that serves as an electrical utility for the Phoenix metropolitan area, and the Salt River Valley Water Users' Association, a utility cooperative founded in 1903 that serves as the primary water provider for much of central Arizona. The Association and District both lie within the overall boundary of the Salt River Reservoir District and are divided into ten geographical voting areas, with certain excluded voting areas as illustrated on the map. The Association is divided into 10 voting districts and the District is divided into 10 voting divisions. Each company of SRP is governed separately. Both are elected by all landowners in the SRP service area through a "debt - proportionate" system. For instance, a person who owns five acres casts five votes. Page 1 of 3 For the Association, landowners elect a president, a vice president, a 10 -member board of governors and 30 council members. One governor and three council members are elected from each of the 10 voting districts. The president and vice president are elected at -large, meaning they are elected by the sum of the votes from all voting districts. For the District, landowners elect a president, a vice president, a 14 -member board of directors and 30 council members. One director and three council members are elected from each of the 10 voting divisions. The president, vice president and four remaining directors are elected at -large from all voting divisions.The Association is headed by a 10 -member board and a 30 -member council, while the District is headed by a 14 - member board and a 30 -member council. As Mr. Getty points out, this is a complicated governance structure and he would like Fountain Hills and residents in other SRP service areas to participate in SRP elections. The governance structure is based on the fact that ranchers and farmers who put up their land as collateral in order to sell bonds that paid for the construction of SRP improvements. In exchange for collaterizing their lands, they received voting rights in proportion to the amount of land owned. Over time a great deal of these agricultural lands have been converted to other land uses such as residential, commercial, and industrial uses allowing more people to vote in SRP elections. Since there were no farmers or ranchers in Fountain Hills who were a part of the co-op at the time that SRP was founded, residents do not vote in SRP elections. However, Fountain Hills residents have the ability to attend and speak at SRP Board of Director meetings on matters of concern. Risk Analysis (options or alternatives with implications): N/A Fiscal Impact (initial and ongoing costs; budget status): N/A Budget Reference (page number): N/A Funding Source: NA If Multiple Funds utilized, list here: N/A Budgeted; if No, attach Budget Adjustment Form: NA Recommendation(s) by Board(s) or Commission(s): N/A Staff Recommendation(s): Staff recommends that the Mayor and Council not become involved in addressing the governance and elections of SRP. SRP is a political subdivision of the State and cities and towns are not typically engaged in advocating for changes in the governance structures of other political subdivisions. List Attachment(s): SRP Governance Flow Chart Outline of SRP Governance and Elections Draft Resolution Provided by Mr. Getty SUGGESTED MOTION (for Council use): MOVE TO PROVIDE DIRECTION TO STAFF. Page 2 of 3 Prepared by: NA 3/29/2016 Director's Approval: NA 3/29/2016 Ap roved: 1 r Grady E. Miller, w Manager 3/29/2016 Page 3 of 3 SRP GOVERNANCE Salt River Valley Salt River Proiect Water Users' Association Agricultural Improvement and (the "Association") Power District (the "District") Elected officials in the Association are composed of: A& President I 11903 V11:0 Prc;idrnt 10 30 Board of Go:orncrs Council Men, irs Elected officials in the District are composed of: • Ask I 1937 Ak _ Vice President AWL 14 30 Boord of Directors Council Members The Association and the District are governed separately and are divided into 10 voting areas (districts and divisions). In each voting district, landowners elect 1 Governor (10 total) 3 Council Members (30 total) Elected at large: President Vice President In each voting division, landowners elect: 1 Director (10 total) 3 Council Members (30 total) Elected at large: President Vice President and 4 At -large Directors Salt River Reservoir District Map 1 Glendale, Peoria, Phoenix 2 Avondale, Glendale, Phoenix 3 Avondale, Tolleson 4 Glendale, Phoenix 5 Phoenix, Tempe 6 Phoenix 7 Phoenix, Scottsdale, Tempe 8 Guadalupe, Tempe, Chandler, Mesa 9 Tempe, Mesa 10 Chandler, Gilbert 1 1 -14 At -Large Directors represent entire District SRP Governance and Elections The Salt River Project ("SRP") is composed of two separate organizations: the Salt River Valley Water Users' Association (the "Association"), a private water corporation formed in 1903; and the Salt River Project Agricultural Improvement and Power District (the "District"), an agricultural improvement district and a political subdivision of the State of Arizona formed in 1937. The Association and District both lie within the overall boundary of the Salt River Reservoir District and are divided into ten geographical voting areas, with certain excluded voting areas as illustrated on the map. The Association is divided into 10 voting districts and the District is divided into 10 voting divisions. Each company of SRP is governed separately. For the Association, landowners elect a president, a vice president, a 10 -member board of governors and 30 council members. One governor and three council members are elected from each of the 10 voting districts. The president and vice president are elected at -large, meaning they are elected by the sum of the votes from all voting districts. For the District, landowners elect a president, a vice president, a 14 -member board of directors and 30 council members. One director and three council members are elected from each of the 10 voting divisions. The president, vice president and four remaining directors are elected at -large from all voting divisions. A list of the president, vice president, board and council members is available. Early ballots The deadline to request an early ballot by mail has ended for the April 5, 2016 Elections. To vote in person, visit the Voting Center located at 1521 N. Project Drive, Tempe, Monday through Friday, 8:30 a.m. - 5 p.m., through Monday, April 4, 2016; and 6 a.m. - 7 p.m. on Election Day, Tuesday, April 5, 2016. Online requests to be added to the Permanent Early Voting List for future elections will be available on Friday, April 15, 2016. Elections The officials of each organization are elected on the first Tuesday in April of even -numbered years. The next scheduled Association and District elections are April 5, 2016. Positions open for election are: Association: One position on the Board of Governors in each of voting districts 1, 3, 51 7, and 9; and three positions on the Council in each of voting districts 1, 3, 51 7, and 9. All Association positions have four-year terms. See the Association 2016 Fact Sheet for additional election information regarding the Association election. District: One position on the Board of Directors in each of voting divisions 1, 3, 5, 7, and 9; two at -large Board of Director positions,11 and 13; and three positions on the Council in each of voting divisions 1, 3, 5, 7, and 9. All District positions have four-year terms. See the District 2016 Fact Sheet for additional election information regarding the District election. EV2, RESOLUTION NO, A RESOLUTION OF THE TOWN COUNCIL OF FOUNTAIN HILLS, ARIZONA SUPPORTING A STATE LEGISLATIVE CHANGE TO SRP POWER DISTRICT BOUNDARY, VOTING RIGHTS, AND REPRESENTATION FOR FOUNTAIN HILLS. WHEREAS, the Salt River Project (SRP) electric utility Power District Boundary, the SRP Board of Directors (BOD), and SRP Voting Rights relate to the Town of Fountain Hills because SRP is the sole provider of electricity to our town; and WHEREAS, SRP is comprised of Z separate organizations: the Salt River Valley Water Users' Association and the Salt River Project Agricultural Improvement and Power District, an agricultural improvement district and a political subdivision of the State of Arizona formed in 1937, the latter of which is the subject of this Resolution; and WHEREAS, Years ago, SRP agreed to extend their electric service to the Town of Fountain Hills, and other areas, outside the original 1937 District boundary; and WHEREAS, The SRP Board of Directors sets rates and policies that affect the SRP electric utility customers of Fountain Hills and the BOD is elected by property owners within the District boundaries; but WHEREAS, the citizens of Fountain Hills have No representation on the SRP BOD, have No voting rights for electing representatives to the BOD, and cannot run for a position on the BOD, because the Town of Fountain Hills lies outside the SRP District boundaries; and WHEREAS, the citizens and SRP customers of Fountain Hills are subject to the SRP BOD decisions and control, such as rate increases, without representation; and WHEREAS, the Town of Fountain Hills is committed to American Values, Justice, Fairness, and Representation for Fountain Hills' citizens in general and as they relate to representation on the Board of Directors of the SRP Power District specifically; and WHEREAS, the Town of Fountain Hills wishes to lead by example; and WHEREAS, the Town of Fountain Hills desires to obtain fair and equitable representation for their citizens on the SRP BOD; and WHEREAS, the SRP Power District is in theory a non-profit public electric utility service; though HOWEVER, the SRP BOD answers to No overseeing authority (such as the Arizona Corporation Commission). NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, as follows: • That the Town of Fountain Hills, Arizona, hereby petitions our State Legislative District Senators and Representatives to sponsor and/or support legislation: 1. To Amend the SRP Power District, such that all of SRP's electric service area is annexed or included into SRP's Power District and such that all SRP customers/landowners will then have a right to vote in the SRP Board of Directors (BOD) elections. 2. To fairly and equitably create new district areas in the expanded SRP Power District to include all present-day customers of the SRP electric utility. 3. To Amend the SRP Power District BOD election voting rules to allow All property owners within the expanded District to vote in district elections for the BOD and Councils, in accordance with current voting limitations based on acreage owned and 1 vote per owner for At -Large seats. 4. To Amend the SRP Power District election/candidate eligibility rules to allow any property owner within the expanded District to run as a potential candidate for the Board of Directors in their district area, and for district area Councils, and for district At -Large seats. PASSED AND ADOPTED BY THE TOWN COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, this day of 2016. ivanagh, Mayor 2 � 3I zz/16 Meeting Date: 4/7/2016 Agenda Type: Regular TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Type: Regular Session Submitting Department: Development Services Staff Contact Information: Robert Rodgers, Senior Planner rrodaers(a)fh.az.aov 480-816-5138 Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): CONSIDERATION of an appeal of the administrative issuance of TEMPORARY USE PERMITS allowing the Copperwynd Resort to conduct Wedding Events and Receptions both inside the resort and on the outdoor event lawn after 10:00 PM. Applicant: Fountain Hills Zoning Administrator Applicant Contact Information: Town Hall, Fountain Hills, AZ Owner: Copperwynd Resort, Owner Contact Information: 13225 N. Eagle Ridge Drive, Fountain Hills Property Location: Copperwynd Resort, 13225 N. Eagle Ridge Drive, Fountain Hills Related Ordinance, Policy or Guiding Principle: Fountain Hills Zoning Ordinance , Section 2.03.D.3 through 2.03.D6 - Temporary Use Permits Staff Summary (background): In 2013 the Town revised the Temporary Use Permit regulations to allow for administrative approval by the Zoning Administrator for events and similar activities that, in the opinion of the Zoning Administrator, would not be detrimental to the immediately surrounding area or Town. Such administrative approvals are subject to the provision in Zoning Ordinance Section 2.03.D that if an objection to the issuance of the permit is received, in writing, the Zoning Administrator must forward the request to the Town Council for a decision rather than issue the permit himself. Page 1 of 5 Copperwynd Event Permits Since 2013 the Zoning Administrator has routinely issued Temporary Use Permits administratively to the Copperwynd Resort which allow for outdoor Weddings and Receptions beyond the 10:00 PM limit allowed in the Noise ordinance. These permits have typically included permission to conduct the events until 12:00 AM (midnight) and have allowed DJ's, music, dancing and dining both inside the resort and on the outdoor event lawn (typical permit attached). Staff received written objections to the issuance of the permits on March 22, 2016 and March 25, 2016 (attached). Staff informed the Copperwynd Resort of the objections and they have requested this hearing in order to ask that the Town Council allow the permits to continue to be issued administratively. Staff also informed the parties who filed the objections and requested that they be present to answer questions and further explain their reasons for their objections. Pursuant to Zoning Ordinance Section 2.03.D the Town Council must find; "that the establishment, maintenance, or operation of the use applied for will not be detrimental to the public health, safety, peace, comfort, and general welfare of persons residing or working in the neighborhood of such proposed use, nor shall it be detrimental or injurious to properly and improvements in the neighborhood or to the general welfare of the town." Also, "The Council may designate such conditions in connection with the temporary use permit, as it deems appropriate to secure the intent and purposes of this ordinance and may require such guaranrees and evidence that the applicant will comply with the conditions placed upon the temporary use permit. " Staff believes that the continued operation of the Resort, including permitted events that may continue past 10:00 PM, is not detrimental to the public health, safety or general welfare of the neighborhood or the town. Staff further believes that the occasional event that lasts until midnight is an integral part of the resort's operation and continuing to allow them will not destroy the peace and comfort of the area as it is only an occasional 2 -hour increase in an event's duration. Risk Analysis (options or alternatives with implications): Approval of the appeal will allow the Zoning Administrator to continue to issue the Temporary Event Permits administratively, subject to any restrictions the Town Council deems appropriate. Denial of the appeal will require that all future outdoor events at Copperwynd either end at 10:00 PM or come before the Town Council for specific approval for each event. Fiscal Impact (initial and ongoing costs; budget status): NA Budget Reference (page number): NA Funding Source: NA If Multiple Funds utilized, list here: NA Budgeted; if No, attach Budget Adjustment Form: NA Recommendation(s) by Board(s) or Commission(s): NA Staff Recommendation(s): Staff recommends approval of the resort's appeal in order to allow the continued administrative issuance of the Temporary Use Permits allowing outdoor events at the Copperwynd Resort to continue until 12:00 AM. Page 2 of 5 Copperwynd Event Permits List Attachment(s): Site Location Map Zoning Section 2.03.D. Letters of Objection (2x) Typical Administrative Use Permit (6 pgs) SUGGESTED MOTION (for Council use): Move to find that the continued operation of the Copperwynd Resort's evening wedding events will not be detrimental to the public health, safety, peace, comfort, and general welfare of persons residing or working in the neighborhood and that the Town Council approve the continued issuance of Administrative Use Permits for said events as has been done previously. Prepared by: Wobert Woddersop 3/28/2016 Senior Planner Date Director's pprova . 3/28/2016 P ul M od, beelopment Services Director Approved: 3/29/2016 Grady Miller, T Manager Date Page 3 of 5 Town of Fountain Hills Staff Presentation Copperwynd Temporary Use Permit /d CaA:e1A,: liar. 11to LAPPpf)I. i KfGNAT URJ Tf:NxIs rouuQ (( � E;VEN'f.Li115'N � <ye- - � �ti.1JPi/ '\/ ., `'4� '+:✓ J Ipopi, ^+ '1'I:NNN COUR'I:ti' " C ty "Oil )18111 Sa M,`i1� _ a " 4 � CLUBHOUSE YM A5VILION iWIGA.-I. PERMIT ISSUED SINCE 2d TOWN OF FOUNTAIN HILLS ADMINISTRATIVE USE PERMIT PERMITTED ACTIVITIES: Sesso-Leonhardt Wedding After hours wedding reception party located inside the resort and on the outdoor event lawn. Live band and approximately 200 guests. Dinner, Entertainment and Dancing r Outdoor event lighting may be used as needed until midnight. APPROVED Hours: 4:00 PM — 12:00 AM To auntain 11113 By Permit holder to inform nearby condominium association prior to the event "? z Pl D PROPERTY ADDRESS: CASE NO: Copperwynd Resort AUP #14-07-24 13225 N. Eagle Ridge Drive Fountain Hills, AZ 85268 PERMITTED DATES: ISSUED BY: Gert W2d ers October 25, 2014 DATE OF ISSUANCE: July 24, 2014 - k Recommendations Staff: Approve Subject to the standard conditions. CopperWynd Resort Commitment to Excellence Special Event Permits —Town of Fountain Hills Town Council Hearing - April 7, 2016 CopperWynd: Commitment to Excellence A Partnership CopperWynd has always enjoyed a great partnership with the Town of Fountain Hills CopperWynd: Commitment to Excellence New Ownership The new owner is a Town resident. So far has put more than $5 million into improvements as a commitment to continually improving their excellence. • Pool refinishing and restoration • Fitness Center — Completely renovated • Pool heaters • Refurbished the spin and yoga rooms • Pool handicap ramps and lifts • New gym lockers • Pool furniture and shade umbrellas • New sound system • Increased pool seating • New Juice/Smoothie Bar • New landscaping • All new high end fitness programming • Tennis Courts - restored and repainted • Spa refurbishments making it world-class • New park -like fitness lawn • All new spa equipment and programing • Reopened the Pool Cafe • New retail area for clothing and other items • Resigned and decorated the main lobby • Updated Flourish restaurant and menus • Updated hotel rooms • New Happy Hours with live music • New outdoor seating on patios • Packages to support the FH Theater CopperWynd: Commitment to Excellence Updated Lobby encourages community gathering Natural material and Arizona artists CopperWynd: Commitment to Excellence A totally renovated, world-class spa facility CopperWynd: Commitment to Excellence Hotel rooms updated with new carpets, benches, blankets, draperies, club chairs, -- art, mirrors and �'outdoor seating 4 NO' r� or s\ 'ti CopperWynd: Special Use Permit The objective Striving to become even more of a world-class resort Wedding business is really crucial to viability Restricting the party wedding business severely limits their ability to: • Have a successful business • Fill up rooms • Attract more visitors Far Removed From The Town SITE 0 tafff ,01 Town ente CopperWynd: Commitment to Excellence CopperWynd Resort and Club has been in existence since around 2000 •Housing developed with CopperWynd • Residents moving to immediate area know of the existence of the resort • Can reasonably expect resort uses to include indoor or outdoor parties • Special Events permit is not new CopperWynd: Commitment to Excellence CopperWynd wants to be a good neighbor • Reorienting outdoor speakers • Working with nearest neighbor to provide a comfortable Decibel level • Restricting outdoor parties to last call at 10:30 p.m. with outdoor bar closed at 11:00 p.m. • Outdoor music to stop at 11:00 p.m. aiq III mo, Please allow CopperWynd to continue to Inve ..1 and Succeed! Copperwynd Event Permits Location Map Page 4 of 5 6 '> N .i q Page 4 of 5 Copperwynd Event Permits Fountain Hills Zoning Ordinance Chapter 2 Procedures Section 2.03 Temporary Use Permits D. Action and Findings: 1. It is the express intent of this ordinance that any use for which a temporary use permit is required shall be permitted in the particular zoning district, provided that all special conditions and requirements of this ordinance are met. Therefore, the action of the staff shall be one of approval if the applicant agrees to conform to all applicable regulations and the conditions placed upon the permit by the staff. If there is any objection to the temporary use permit application or to the conditions stipulated by staff, the matter shall be appealed to the Town Council. The Town Council shall determine if the temporary use permit is to be granted based upon its judgment as to whether the specified conditions have been or will be met; and whether such use can be compatible with the neighborhood and area where it is located. The staff and Council shall consider not only the nature of the use and the special conditions influencing its location in the particular district, but also the proposed location of buildings, parking and other facilities within the site, the amount of traffic likely to be generated and how it will be accommodated, and the influence that such factors are likely to exert on adjoining properties. 2. Reserved 3. Objections to the issuance of a temporary use permit shall be in writing. Such objections shall state the reason(s) for the objection and protest. The written objection must also contain the name, address, telephone number, and signature of the objector. 4. If there is a written objection received within ten (10) days of the commencement of the use allowed by the temporary use permit, the Zoning Administrator shall suspend the temporary use permit until Council renders a decision. The Council shall consider the application at the first regular meeting held not less than fifteen (15) days after receipt of said protest. At this meeting, the Council may render a decision on the matter or continue the matter to a specified date (but not later than the next regularly scheduled meeting). 5. In order to grant an appealed temporary use permit, the findings of the Council must be that the establishment, maintenance, or operation of the use applied for will not be detrimental to the public health, safety, peace, comfort, and general welfare of persons residing or working in the neighborhood of such proposed use, nor shall it be detrimental or injurious to property and improvements in the neighborhood or to the general welfare of the town. 6. The Council may designate such conditions in connection with the temporary use permit, as it deems appropriate to secure the intent and purposes of this ordinance and may require such guarantees and evidence that the applicant will comply with the conditions placed upon the temporary use permit. Page 5 of 5 March 22, 2016 Mr. Robert Rodgers Senior Planner & Zoning Administrator Development Services Department 16705 E Avenue of the Fountains Fountain Hills, AZ 85268 Dear Mr. Rodgers, 01.1.1( r� ,:46 R{V(? Per our discussion, I am writing to document my objection to the Development Services Department granting permits for events (e.g. weddings, etc.) extending beyond 10:00 p.m. at the Copperwynd Resort in Fountain Hills. I am a homeowner and full-time resident of Fountain Hills. In addition to homeowners, our neighborhood has numerous winter visitors who rent properties resulting in a positive economic impact to our local economy. The outdoor events (e.g. weddings, etc.) held at the Copperwynd Resort include excessively loud outdoor music which is offensive to the senses, disturbs the peace and quiet of our community and interferes with the comfortable enjoyment of life and property for the homeowners and winter visitors residing in our community (Section 11.1.7 Noise, Fountain Hills Town Code). Please notify me of future Town Counsel Meetings that include Copperwynd Resort permit requests so I may attend those meetings. Sincerely, Kimberly Anderson 19ME Grandview Dr Unit Fountain Hills, AZ 85268 March 25.4 2016 Mr. Robert Rodgers 03-2'8-I,6AO's :00 RO'D Senior Manner & Zoning Administrator Development Services Department 16705 E Avenue of the Fountains Fountain Hills, AZ 85268 Dear Mr, Rodgers, I am writing to you for the Board of Directors on behalf of the Was at Copperwynd Home Owners Association (HOA). The HOA objects 'to the, Development -Services Department granting permits extending outdoor events that -create noise concerns (e.g. weddings, etc.) beyond 10:00 p.mv. at.the, Copperwynd Resort in Fountain Hills, Our community is comprised of 106 homeowners as well as numerous Winter guests and visitors enjoying our community and the city of Fountain'Hills. The - outdoor events (a g. weddings, etc.) at the Copperwynd Resort, , include excessively loud outdoor music that impinges on the peace anal .quiet of our community -and interferes with the comfortable enjoyment of Iffe and property .for our homeowners, visitors and guests (Section 11.1.7 Noise, Fountain Hills Town Code). As a point of clarification, the Copperwynd Resort has not communicated or consulted with our HOA regarding any permit requests for plant!ed outdoor events extending beyond 10:'00 p.m. My understanding is the Copperwynd Events Manager has specifically told you these comunicatio 'aken M I ns have t . ­ , place. 'This Ii untrue, The Villas at Copperwynd HOA Is opposed to -granting any permits extending outdoor events beyond 10:00 p.m. -at the Copperwynd Resort.. Please notify the Villas at Copperwynd HOA of future Town Council Meetings ghat include Copperwynd Resort permit requests so our homeowners may have the opportunity to attend those meetings. Sincerely, For the Board of Directors Villas Ilas at Copperwynd Association CO Ken, Flynn,, Brown Community- Management 480-339-8825 TOWN OF FOUNTAIN MILLS ADM---INISTRATIVE USE P PERMITTED ACTIVITIES: Wedding events and Receptions After hours wedding reception party located inside the resort and on the outdoor event lawn. DJ playing music and approximately 140 guests. Dinner, Entertainment and Dancing Outdoor event lighting may be used as needed until midnight: . . Hours: 5:00 PM —12:00 AM r• Permit holder to inform nearby condominium association prior to the � PROPERTY ADDRESS: CASE NO: Copperwynd Resort ', AUP #2016-02 APi'R0 a � ilw -j 'kati utas "Is 13225 N. Eagle Ridge Drive 4 �3 ` -- --- ---/-� Fountain Hills, AZ 8526 PERMITTED DATES: ISSUED BY. ` March 5, 2016 O G?i 1 (? er March 12, 2015 March 25, 2016 DATE OF ISSUANCE: February 4, 2016 March 2016 upcoming weddings & Events: Saturday, March 5, 2016: Shebal-Duffy Wedding 100 guests Saturday, March 12, 2016: Watt Scoville Wedding 100 guests Friday, March 25, 2016: Humphrey -Jennings Wedding 150 guests COPPERWYND RESORT & CLUB February 2, 2016 Robert Rodgers, Zoning Administrator 16705 E. Ave of the Fountains Fountain Hills, AZ 85268 Dear Sir, As Catering & Event Manager for CopperWynd Resort, I am coordinating the details for all of my March 2016 wedding receptions to be held at our resort. The wedding and receptions will be held on our outdoor event lawn at CopperWynd from 5:OOpm-12:00 midnight. CopperWynd will be catering a dinner that evening from 4:30pm-7:OOpm and the wedding party has hired a DJ to play music on the lawn from 7:OOpm-12:00 midnight. We are aware of the ordinance that normally requires sound and lighting to end at 10:OOpm on this outdoor area, however, at the request of the bridal party, CopperWynd Resort would like to apply for a temporary use permit for that one night only, to have the music and lighting permit extended to 12:00 midnight. We are aware that there will be a charge for this special temporary use permit, and would like to move forward with your approval of the permit. I have listed all my events for March 2016. Thank you for your consideration. Sincerely Nella Best Catering & Events Manager CopperWynd Resort & Club 480-333-1830 nbest@copperwynd.com 1� -`4 , 115 � �8 � As Catering & Event Manager for CopperWynd Resort, I am coordinating the details for all of my March 2016 wedding receptions to be held at our resort. The wedding and receptions will be held on our outdoor event lawn at CopperWynd from 5:OOpm-12:00 midnight. CopperWynd will be catering a dinner that evening from 4:30pm-7:OOpm and the wedding party has hired a DJ to play music on the lawn from 7:OOpm-12:00 midnight. We are aware of the ordinance that normally requires sound and lighting to end at 10:OOpm on this outdoor area, however, at the request of the bridal party, CopperWynd Resort would like to apply for a temporary use permit for that one night only, to have the music and lighting permit extended to 12:00 midnight. We are aware that there will be a charge for this special temporary use permit, and would like to move forward with your approval of the permit. I have listed all my events for March 2016. Thank you for your consideration. Sincerely Nella Best Catering & Events Manager CopperWynd Resort & Club 480-333-1830 nbest@copperwynd.com C W Y 13225 INcath EagleRidge Dove Fountain Hills, Arizona 85268 Phone. 900 WNV"V'C0PP-1r11VYnd'C(X1) SCOTTSDALE _29 + yr i0 Gt ai: 4 camelback 22 Cannelback PHOENIX Mountain Fvcway Harbor ,,b .51 0" 1W.Air orl TEMPE r-< ) UN *rA I N HILLS tc ZZ,71 61. v, e Shpa Blvd, MESA Directions: From he airport, take the Red iMo.untairi rreeyv'ay (2()2) eat until you reach the Pima Freeway ('101). Take the 101 north to Site Boulevard. Turn rigl­tt (east) on Shea Boulevard, travel approximately 8,8 milest to Palisades Boule,,,,ard. Turn left (north) on Palisades Boulevard and travel 1 mile. 1*hen turn left (west) on EagleWdge Drive and COnti?-We W tht- top of the mountain, The Chib and inn at CopperWynd are on tho right. COPPERWYND RESORT € 111), CLU PROPERTY MAP * ice machines on lower level ,"2-OPPERWYND RESORT AND' CLUB CLUBHOUSE MAP UPPER LEVEL Main Floor Facilities: Reception Alchemy Rebtauram Bt ne Bar Sonoran View Room Boardroom Restrooms LOWER LEVEL Z. 0 �fOt T-v Studg) QG Lower Floor Facilities: Spinn ng • Fitness Centre • Group Studio • Spinning J Multi Puqx).-e Fitness FAitipment Py: • Spa Cybex • Wet Steam Rooms Precor • Desert Escapa Nail Salon • Treatment Ramis • Mav�age Rooms Men's &Women s Locker Rooms • Spaffitness Centre Reception Marketplace TOWN OF FOUNTAIN HILLS Development Services Department Planning & Zoning Division MEMO TO: Mayor & Town Council DATE: March 30, 2016 FR: Robert Rodgers,RE: Senior Planner &—Zoning Administrator Copperwynd Event Hours Staff has received numerous letters in opposition to the issuance of a Temporary Use Permit which would allow the Copperwynd Resort to continue having events that last past 10:00 PM. One letter is from The Villas at Copperwynd HOA. The other four are from residents of The Villas. As many of them have been delivered after the original staff report was submitted it is likely that the Council may not have seen some of them. Please regard this memo as an addendum to the staff report. The attachments to this memo are all the letters received as of this date and time. Robert'Bob' Rodaers From: Kevin Steele - Sent: Tuesday, March 29, 2016 9:41 PM To: Robert'Bob' Rodgers Subject: Copperwynd Resort Mr. Rodgers, 03-30-16A06:57 RCVD My wife and I live at the Villas at Copperwynd. We have owned here since 2007 and we are full time year round residents. We will be traveling on April 7th for my wife's monthly chemotherapy treatment and unable to attend the scheduled meeting. This will be trip number 34 which we make every 28 days. Obviously, her medical condition is very challenging. We purchased this unit after living at Cordabella (the other Copperwynd community) for 7 years. When we purchased this Villa, what appealed to us is just how quiet it is. Other than an occasional car, we are very isolated from all of the traffic noise such as motorcycles and trucks on Palisades and Sunridge Drive. Therefore, we are opposed to any and all requests to allow Copperwynd to play music until midnight. We did not invest in a luxury villa to be located next to a nightclub. I do believe that many who own here who have now traveled back to their primary homes feel the same way we do. It is unfortunate, that this meeting was not in March when all of our owners are here. Thank you for allowing us to provide feedback on this very important matter. Kevin and Nancy Steele - East Grandview Drive, Fountain Hills, AZ 85268 Sent from my iPad Robert'Bob' Rodgers From: Sent: To: Cc: Subject Robert Rodgers Senior Planner Town of Fountain Hills Mr. Rodgers Paul Klebba' ' • - Tuesday, March 29, 2016 12:07 PM Robert 'Bob' Rodgers CopperWynd Resort & Club Variance Request 03-29-16P12:56 RCVD Just wanted to make you aware that we are not in favor of the Town approving a variance to allow the CopperWynd Resort & Club to conduct outdoor venues beyond the 10:00 PM currently allowed by Town ordinances. We believe approval of this variance would negatively impact quality of life issues not only for residents of the Villas at CopperWynd, but also residents of Cordabella at CopperWynd, Eagle Ridge, and SunRidge Canyon, along with future residents of Adero Canyon (who will have no input on this variance, but will certainly be affected by it, if approved). Additionally, we are not in favor of the Town approving the Special Use Permit (SU 2016-02) submitted by the CopperWynd Resort allowing potentially unlimited use of its facilities as an alcohol and drug rehabilitation and wellness center. We fail to believe that its approval is in the best interests of the community, or that the current CopperWynd Resort facilities can adequately accommodate an expanded use for the purpose of successful rehabilitation. The Resort's SUP application states 'this request is being made simply to alleviate the potential for non-compliance with the Ordinance if the majority of the guest population ever is visiting for the primary treatment of a substance abuse issues'(sic). It is our understanding that the Resort can currently engage in addiction treatment of guests up to 50% of the Resort's room capacity which is equal to 16 of the total 32 rooms. The Resort's application statement implies that, at least at some point, they expect a majority of 'guests' to be enrolled in a substance abuse program at the Resort. We are residents of the Villas at CopperWynd in Villas. Thanks for your consideration. Paul and Terry Klebba Robert 'Bob' Rodgers From: Leslie Kirkeide - Sent: Tuesday, March 29, 2016 12:08 PM To: Robert'Bob' Rodgers Subject: Fwd: Copperwynd Subject: Copperwynd Robert Rodgers Senior Planning Dept. Town of Fountain Hills, AZ Dear Mr. Rodgers, 03-29-16P12:56 RCVD My husband and I are strenuously opposed to an extension of the quiet hours past the current 10 PM limit for Copperwynd Resort. Not only would it be a noise problem for the homeowners of Copperwynd, but it would also encourage a different clientele than the current one. From the city's perspective, if this exemption is granted to Copperwynd, there will be other venues wanting the same treatment, setting up the city for problems all over town. No; if this was needed for their business model, why are they just now requesting it? It's a bad idea for all of us. Leslie Kirkeide. Uni • . E. Grandview Drive, Fountain Hills, AZ March 22, 2016 Mr. Robert Rodgers Senior Planner & Zoning Administrator Development Services Department 16705 E Avenue of the Fountains Fountain Hills, AZ 85268 Dear Mr. Rodgers, i :40 R C V D Per our discussion, I am writing to document my objection to the Development Services Department granting permits for events (e.g. weddings, etc.) extending beyond 10:00 p.m. at the Copperwynd Resort in Fountain Hills. I am a homeowner and full-time resident of Fountain Hills. In addition to homeowners, our neighborhood has numerous winter visitors who rent properties resulting in a positive economic impact to our local economy. The outdoor events (e.g. weddings, etc.) held at the Copperwynd Resort include excessively loud outdoor music which is offensive to the senses, disturbs the peace and quiet of our community and interferes with the comfortable enjoyment of life and property for the homeowners and winter visitors residing in our community (Section 11. 1.7 Noise, Fountain Hills Town Code). Please notify me of future Town Counsel Meetings that include Copperwynd Resort permit requests so I may attend those meetings. Sincerely, Kimberly Anderson ME Grandview Dr Unit''M Fountain Hills, AZ 85268 March 25, 2016 Mr. Robert Rodgers_ -1 6 AO ? C o R C V D Senior PI 03 2� Planner &Zoning Administrator Development Services Department 16705 E Avenue of the Fountains Fountain Hills, AZ 85268 Dear Mr. Rodgers, am writing to you for the Board of Directors on behalf of the Villas at Copperwynd Home Owners Association (HOA). The HOA objects to the Development Services Department granting permits extending outdoor events that create noise concerns (e.g. weddings, etc.) beyond 10:00 p.m. at the Copperwynd Resort in Fountain Hills. Our community is comprised of 106 homeowners as well as numerous winter guests and visitors enjoying our community and the city of Fountain Hills. The outdoor events (e.g. weddings, etc.) at the Copperwynd Resort include excessively loud outdoor music that impinges on the peace and quiet of our community and interferes with the comfortable enjoyment of life and property for our homeowners, visitors and guests (Section 11.1.7 Noise, Fountain Hills.Town Code). As a point of clarification, the Copperwynd Resort has not communicated or consulted with our HOA regarding any permit requests for planned outdoor events extending beyond 10:00 p.m. My understanding is the Copperwynd Events Manager has specifically told you these communications have taken place. This is untrue. The Villas at Copperwynd HOA is opposed to granting any permits extending outdoor events beyond 10:00 p.m. at the Copperwynd Resort. Please notify the Villas at Copperwynd HOA of future Town Council Meetings that include Copperwynd Resort permit requests so our homeowners may have the opportunity to attend those meetings. Sincerely, For the Board of Directors Villas at Copperwynd Association CO Ken Flynn, Brown Community Management 480-339-8825 Robert 'Bob' Rodgers From: Sent: Wednesday, March 30, 2016 9:44 AM To: Robert'Bob' Rodgers Subject: Loud noise Villas at Copper Wyndt As the owner of unit # closest to Activities Building of Villas at Copperwyndt I find the loud music after 10:00 P.M. unacceptable and this violation should be addressed by the Town. Gary & Liliana Ganz Unit # 1 March 26, 2016 03-30-16A11:51 RCVD Mr. Robert Rodgers Senior Planner & Zoning Administrator Development Services Department 16705 E Avenue of the Fountains Fountain Hills, AZ 85268 Dear Mr. Rodgers, We are writing to you as a concerned Home Owner of Copperwynd Villas and a Member of Copperwynd Resort. We purchased our home in Copperwynd by reason of the beautiful location, breathtaking views, peacefulness, and overall upscale atmosphere of our Neighborhood. We have several Winter Guests and visitors enjoying our Copperwynd Community and the City of Fountain Hills all commenting on the quietness and cleanliness of our location. We object to the Development Services Department granting a permit extending outdoor events beyond 10:00 pm at the Copperwynd Resort in Fountain Hills. The outdoor events held at Copperwynd Resort would be heard not only in the Villas of Copperwynd but echoes down the canyon and can be heard by the surrounding Neighborhoods. The loud outdoor noise would disturb the peace and quiet of our communities and would negatively impact quality of life for existing homeowners as well as visitors, renters and the new Adero Canyon development residents. Please keep Fountain Hills and its neighborhoods the unique places they are, by not accepting the permit to extend outdoor events at the Copperwynd Resort. Sincerely, Marlies and Markus Fisch Copperwynd Villa= Robert 'Bob' Rodaers From: Ann Tropeano?kedact Sent: Wednesday,M-577=, ZUTh—F7b—PTF— To: Robert'Bob' Rodgers Subject: CopperWynd Mr. Rodgers, 03-31-16A07:51 RCVD I am more concerned about the 4 way intersection at the intersection of Eagle Ridge & Palisades as I take my life in my hands daily. Now, with the inclusion of Adero in the mix and increased traffic, I am less concerned about the noise at Copperwynd than safely getting through a 4 way stop without a red light. Ann Tropeano Sent from Mail for Windows 10 t6Ii-._—� tiQc+ TOWN OF FOUNTAIN HILLS Development Services Department Planning & Zoning Division MEMO TO: Mayor & Town Council DATE: April 4, 2016 FR: Robert Rodgers, Senior Planner & Zoning Administrator RE: Copperwynd Event Hours Since the previous March 301h memo, staff has received additional correspondence regarding the issuance of a Temporary Use Permit which would allow the Copperwynd Resort to continue having events that last past 10:00 PM. As they have been delivered after the original staff report was submitted it is likely that the Council may not have seen some of them. Please regard this memo as the 2nd addendum to the staff report. The attachments to this memo are all the letters received as of this date and time. Robert 'Bob' Rodaers 04-04-16A09:28 RCVD From: nniazi Sent: Friday, April 1, 2015 6:51 AM To: Robert'Bob' Rodgers Subject: Deny granting of permits to Copperwynd Resort allowing loud outdoor music past 10pm Mr. Rodgers, It has come to my attention as a homeowner at Corabella that the Copperwynd Resort is filing for a special use permit to allow them to play loud outdoor music past the 10pm limit. Please accept this as my official objection and deny the Copperwynd Resort their request. Fountain Hills is a beautiful community which needs to be preserved and the playing of loud noise past the 10pm curfew would have a negative impact on the immediate surrounding communities real estate value. Help preserve our property values and the beauty of our serenity. Thank you, Nevine Niazi I 04-04-16V9:24 RCVD Robert 'Bob' Rodgers From: David Berry ' - • Sent: Friday, April 1, 2016 3:51 PM To: Robert'Bob' Rodgers Cc: Flynn Ken; Hellstrom Anders Subject: Copperwynd Resort Noise Permit & Special Use Permit Application (Case #SU 2016-02} Attachments: Copperwynd Itr. - signed 20160401.pdf; ATT00001.htm Mr. Rodgers. Please accept and consider the comments in the attached letter related to the subject of this email. This is a very important matter and potentially has extremely significant negative impacts on our community, the Villas at Copperwynd, and neighboring communities. Based on the historical operation and experiences that we have observed related to the Resort's special events and their impact on our community, My wife and I strong recommend that the Town not only den, the Resort's request to extend the allowable hours for its special events from 10:00 pm to rnid-night, but also nut mitigating conditions on its existing pen -nit to lessen the negative impacts to our community.__ I intend to submit additional comments for your consideration related to the Special Use Permit Application for the Resorts "Club Wellness Center" after I attend the informational meetings that the Resort has scheduled for April 04, 2016, for its members and for homeowners in the Villas at Copperwynd, and some independent research. Please do not hesitate to contact me if you have questions or need additional information. Thank you very much for your consideration of my comments. David Berry - • - E. Grandview Drive, Unit Villas at Copperwynd The contents of this message, together with any attachments, are intended only for the use of the individual or entity to which they are addressed and may contain information that is legally privileged, confidential and exempt from disclosure. If you are not the intended recipient, you are hereby notified that any review, retransmit, print, copy, use, dissemination, or distribution, of this message, or any attachment, is strictly prohibited. It is the recipient's responsibility to tape measures to ensure, that this e-mail is virus free, and no responsibility is accepted by us for any loss or damages arising in any way from its use. If this e-mail contains a forward e-mail or is a reply to a prior e-mail, the contents may not have been produced by the sender and therefore we are not responsible for its contents. If you have received this message in error, please notify us immediately by telephone a - • - or by return e-mail and delete this message, along with any attachments, from your computer. This notice is automatically appended to each e-mail. DAVID B. BERRY POLINT44N H�LL5ARIZONA 861M April 01. 2016 04-04-16A09:24 RCVD W. Robert Rodgem Developffwd Services DePartment 16705 E Avenue of the Founiains +-ountam Hills, Arizona 35268 Re.: CopponvYnd Resod Commenits fo. -Pem* Request to Play Music Past 10:00 Pm" and "Special Use Permit Application (Case *SU 2016.02)" Dear Mr Rt;dgets'. My wofe and I are owners, ()f Urill WMt) itle Villas at Gopparwynd. Our property is in the Copppswynd Reswl it is our understanding that the Coppenivynd Nr4,;ort ( Resort") ha-, iequesj111ijit its persalt fof special events be amended to allow rnj4%ic and o1her noi!w to go past its cumently petrillited tinw, of 10 00jon to mdrnight. SM(;e fie GWIOITA civ MIS aCqUifod tho RP50rttftTf� NIN is a sfgniftc�lnt increase in the ­npoise, dutiliq vaflDus times at the 1�esorl 11re-'ently it 4s Common for The resort to play music; in a loud and obnoxious manner diitinq the late aftefimori an many days- I)urinq the -special events" that are he lrj at tNReitan, music played very loud, offevisively, and onteriefes with the PC-aw The Resort has a1w had tennis "clintres' start onq al, to (A) am in IN, morning tiriat have been high energy (read loud voices and shouting). In sum mmy, the Resort legulitly and repeale-ft gencrat es music at vac us tj,nvthat is loud, annoymg, unwanted- and is an intolerable intermpbon of normal human actmtiesat our reskliance and report -11y othf,-r nearby After one pwticulafiy loud `Weci3i event' on until shortly after mid -night in Uctubei 2015. kattempted to talk to the staff at the Resort about the, noise and how offew"iVe it was to We neig tip?Cikib showed no interest fibof�i of lf,,e Resort. I tie staff 11 t � car conria about their "r pit �jjjrj only responded thit the, City haid given them ce qermhl I asked to speak to Mr AW HiTw and was.5ummanly told he is unavailable I left a message requesting tbal Hill call me, 10 disc ,k;s% ffic noise issue. As of this wit ifir wi, despita my initial request to talk to Mr. Hinz anti subsequent ditscussions with Resort cappwwynd Reson COnn W -n111% tOVefffW H(-IjkM-,-A tO f 'Ibiy MkkINC PaNI 10 Mipm ana *SpooW Use Norml A%4u;abon (Casti April 0 1, 2016 Pago 2 Ot P Staff ICNILO-Ong ItIt-111 Mf HirV, Of a Marlilget L,0(11�3fl Me, I have riot (Owtvad any communtcation related to my concerns abotil n-niFic ITom Mr Hinz, or the Resod I would sin rely bope that the Cily of Foun Tain Mlhs wlfl not only deny P,)e ROSOWS Mqt4eat to extend pin W N �nd the time for its -�,pecial events hom 10:00 to mid -night rt cattail and thorten the time that special events can be held Osnits ort fire decilmlisand the noise elernents to ensure that the noise does not leave the Resort property at any tolie sihould be IMpItmented, The Resort's actions since its change of owrivship Witt) regard to the loud, ubnoxious noise q , enested at various times by the Resort have dentonstrated its lack of tegaird fof the ne-ighbors right to n quielt, peaceful corrimuNy Tt*y appear to hide behind the response that "they haW a permit ftm the Cty' La,stiy, llie reqtIest to cxvnd IM Otitt� and nusic pad 00 am , the titre frig !;pebal ev , loud r 10: appears to be, comp"My at odds with in the Resod's Special Use Permit �,,%Up") Appliralion for a -Wellness Cemiet", The resort's proposed "WelinessCentet* is reported in the Resort'% SUP application to be a pkare where guests will Iind the pence and solitudes-`theyputpoiVdly rjeetj In,%.orrie cjvc.% the quests at the proposed easter" will tepofledly be dealing Wilh "dTLtq and alcohal a0di0ons" and "de - stressing', I do not see how loud, offensive, late right parties (inchidmg slrzhol) or for that matter any loud, offensive music at any time -of the day, contribute to or W. compatible with the conditions necessary to successtully ach;Cvo, "the peaGe and sofitude" that the Resort's guests will reportedly tx? spv*ing it the Resoft's SUP application is approved. I appieciate your consideratio4n of my comments and lr(%I That the Resott'.� request to extend the time foi special eventsi from 10.00 pin to roar o-niqhl will Ix-. Firmly and dectswelydemed We, arc cDminuing the to review the Ret,utt's SUP AppkaWn dincumentration ,and may have addifinnal comrrienh', f elated to it. Please feel fice to contact me if you have fjoeslions o" need additional dor umentatton of information David 13. Berry "e Villas at Coppe ynd, UM i . ;%tw y �ri i ema& _ 0 . Ken f lynn; tirmvn Community ManagernfInt, VI&,n- -It COPPerynd (email) Anders Hefistrom. 62�1.. GTandwcw- Dfwc M Villas at Copperwynd (email) 04-04-16A09:11 RCVD Cz` Com. 4 " u ll-�d w� s Llv�L �or&e�� r ck 04-04-16A09:11 RC'VD k, Steven Hunter W= E. Crestview Ct. Fountain Hills, AZ 85268 March 30, 2016 Robert Rodgers Development Services Dept. 16705 E Avenue of the Fountains Fountain Hills, AZ 85268 Dear Mr. Rodgers: We live in Cordabella at Copperwynd and object to the loud outdoor music the Copperwynd Resort plays after 10 pm. Please do not grant them permits to play outdoor music after 10 pm in the future. Thank you for hearing my concern, Steven Hunter t6Ii-._—� tiQc+ TOWN OF FOUNTAIN HILLS Development Services Department Planning & Zoning Division MEMO TO: Mayor & Town Council DATE: April 6, 2016 FR: Robert Rodgers, Senior Planner & Zoning Administrator RE: Copperwynd Event Hours Since the previous two memos, staff has received still more correspondence regarding the issuance of a Temporary Use Permit which would allow the Copperwynd Resort to continue having events that last past 10:00 PM. As they have been delivered after the original staff report was submitted it is likely that the Council may not have seen some of them. Please regard this memo as the 3�d addendum to the staff report. The attachments to this memo are all the letters received as of this date and time. Robert'Bob' Rodgers From: Jim Horvat Sent: Monday, April , To: Robert'Bob' Rodgers Subject: Copperwynd Request for Longer Hours of Operation Dear Mr. Rodgers: 04-04-16P01:43 RCVD We just became aware of a request by Copperwynd to continue to have administrative rather than Town Council approval for special use permits to extend its hours of operation beyond the normal ordinance closing time of 10:00 p.m. to instead 12:00 midnight for parties to be held both inside and outside of their buildings. While not all of the residence of SunRidge Canyon (788 homes) would be concerned about this, there are a number of owners who live directly down the Canyon from Copperwynd and are directly affected by these, often times, loud parties. Because the Zoning Ordinances at Sec. 2.03D state in part that variances such as these must not be detrimental to the peace, comfort and general welfare of the persons residing in the neighborhood of such proposed use, it seems logical to me that the Town Council should be aware of each such variance and vote on the approval of each request as they are our elected officials. This would ensure that residence would have knowledge of each request via the Council's meeting agendas and be able to voice their opinion on each matter to the Town Council before the extension of hours is either approved or disapproved. We believe the Town's ordinances concerning closing times were written with reason and that variances should only be granted in rare and unusual circumstances. Shutting down loud parties at 10:00 p.m. seems in tune with maintaining the peace, comfort and general welfare of the persons, such as many residence of SunRidge Canyon, residing near Copperwynd. On behalf of the Board of Directors SunRidge Canyon Community Association James 1. Horvath, President MNorth Manzanita Lane oun ain Hills, Arizona 85268 1 Robert Rodgers Senior Planning Department Dear Mr. Robert Rodgers: ,at tit — 4 _. , March 28, 2016 04-04-16P01:38 RCVD I am a homeowner living for the last 16 years at Copperwynd Villas. I object to the granting of permits beyond 10:00 p.m. to the Copperwynd Resort. I can clearly hear the music going on and believe 10:00 p.m. is sufficient. Sincerely: Muriel Lippman �. Grandview Dr. Unit Fountain Hills, Az. 85268 March 28, 2015 Robert Rodgers Senior Planner Town of Fountain Hills 15705 E. Avenue of the Fountains Fountain Hills Az. Dear Sir, 04-04-16P01:38 RCVb Re: Copperwynd Resort, Special Permit Request to Extend the Towns Quiet Hours Policy past 10pm We object to the granting of permits beyond 10:00pm to the Copperwynd Resort. We live in the Copperwynd Villas adjacent to the main Resort building. Our Villa is 250 feet from their building. We believe that granting this permit will be detrimental to the peace, comfort, property values and resale opportunities for our residence. Our Villa was purchased with the knowledge of existing Town Noise policies. We do not want it changed. Sin ly, Gord and Bonny Bayda X14850 E. Grandview Dr. Fountain Hills Az. Robert 'Bob' Rodgers From: KENNETH HONEYCUTT Sent: Tuesday, April 5, 2016 8:43 AM To: Robert'Bob' Rodgers Cc: Georganne Honeycutt; Anders Hellstrom Subject: Copperwynd Noise Abatement Variance Robert Rodgers Senior Planner & Zoning Administrator Town of Fountain Hills 16705 E. Avenue of the Fountains 0 4- 0 5 -1 6 A 0 9: 4 7 R C V D Fountain Hills, Arizona 85268 Dear Mr. Rodgers, My wife and I have recently purchased a villa in Copperwynd and are opposed to the variance being requested by Copperwynd Resort management to change the noise abatement start time from l OPM to midnight. In considering this request we hope you will appreciate the critical factors that lead residents like us to choose Fountain Hills over other local options such as Scottsdale or Mesa. Fountain Hills is a "Dark Sky" city and we and many others love the quiet time (before and after l OPM) to enjoy the inspiring views of the night sky in tranquility. We also appreciate the sense of safety and security, the lack of traffic congestion, the close sense of community and family and the nearby natural world of National Forests, preserves and reservations we find here. Fountain Hills is made special by these characteristics. There are many other places that offer better restaurants, entertainment venues and shopping but which lack the natural beauty and safe convenience of our city. l OPM has been set by statute as the standard for outdoor quiet in the city in general and the close proximity of the resort facilities at Copperwynd to our residences makes this a particularly important factor that insures our right for quiet enjoyment of our properties. I can tell you based on personal experience that the parties and happy hours already being held in the evenings can be definitely be heard at the villas and beyond. We understand that Copperwynd is a resort and as residents appreciate the benefits that a successful resort nearby brings to us. We bought into this neighborhood in large part because of the resort lifestyle options and sincerely want the resort to prosper. Nevertheless we think that l OPM is a reasonable cutoff point for noisy outdoor activities. Thanks very much for your consideration. Ken and Georganne Honeycutt Copperwynd Villa_ Sent from my iPad Robert'Bob' Rodgers From: Anders Hellstrom Sent: Tuesday, April 5, 2016 12:50 PM To: Robert'Bob' Rodgers Subject: Noise Variance for Copperwynd Resort and Club Robert Rodgers Senior Planner & Zoning Administrator Town of Fountain Hills 04-05-16P12:50 RCVO 16705 E. Avenue of the Fountains Fountain Hills, Arizona 85268 Dear Mr. Rodgers, My wife and I have lived at Villas at Copperwynd since 2002 and we love it here. We are, however, opposed to the variance being requested by Copperwynd Resort and Club to allow outdoor music to be played after 10:00 PM. We bought into this neighborhood in large part because of the resort lifestyle options and sincerely want the resort to prosper. Nevertheless we think that 10:OOPM is a reasonable cutoff point for noisy outdoor activities. The music is mostly for weddings at the resort. We do not believe that moving the music indoors at 10:00 PM will hurt the "Wedding" business for the resort as most of the older people (usually the people paying the bill) are ready to call it a day. The younger people who still would like to dance a little longer can then move indoors with the music and continue to enjoy themself. Thanks very much for your consideration. Anders and Nancy Hellstrom Villas at Copperwynd, Unit= 14850 E Grandview Drive Fountain Hills, AZ 85268 April 4, 2016 04-05-16A11:55 RCVD Robert Rodgers Development Services Department 16705 E Avenue of the (Fountains Fountain HMs, AZ 85268 Dear Mr. Rodgers; As a resident of Cordabeiia and a member of Copperwynd i am writing to you in support of granting the resort a perr'm K to entend the playing of outdoor music after 10:00 pm. It is unreasonable to expect a resort to close down a wedding reception or private party at 1®:®® pm. Being the house closest to Copperwynd, 0 bariey hear the music. @Vhiie I understand the first couple of buU&ngs of the Mifts do hear the music, (we use to own unit_) but we would have to be outside to hearths music. i be0ieve that is the price you pay for Giving within waWng distance to the resort. 0 would think the residence of the VMa`s would rather have a few weekends of music than the option of closing the resort due to Zack of business. The new resort if bsautiffui and a much needed amenity for FountaM Gills, it shoUd be able to operate at a level to accommodate their members and hotel guest. Steve & Kate Lowry Summit Dr. N [Fountain Hills AZ 85268 Robert 'Bob' Rodgers From: Sent: Tuesday, April 5, 2016 7:42 PM To: Robert 'Bob' Rodgers Subject: CopperWynd Resort; After Hours Permit Dear Mr. Rogers: First, please allow me congratulate you on a wonderful job you have been delivering serving our beautiful town while maintaining a sensitive balance between preserving the unique character of our community and helping local businesses to strive. I am writing you to express my support of upholding the After Hours Permit for Copperwynd Club and Resort. I have been enjoying Copperwynd club membership since 2004. It is my sincere opinion, that the club cannot stay financially profitable without allowing events, such as weddings taking place there. You will probably understand that limiting weddings to end up by 10 PM would dramatically decrease marketability of such venues. I am afraid it will have a negative financial impact not only for the club, but will also result in loss of sales and bed tax revenues for the town. As you may know, the new owners recently remodeled the whole resort and invested a lot of their efforts and resources into creating a world class resort. As a member, and as a Fountain Hills resident, I am very grateful to see such passion and commitment. I understand that there is a quiet enjoyment issue raised by some members and homeowners. I can assure you, our new owners are very accommodating and involved with the community needs. I am positive that they will be willing to demonstrate their preparedness to minimize the impact of extended hours on members and homeowners. Thank you for considering my opinion Yours truly, Sarka Hulpach Copperwynd Member WME Kensington PI, Fountain Hills Meeting Date: 4/7/2016 Agenda Type: Regular TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Type: Regular Session Submitting Department: Development Services Staff Contact Information: Robert Rodgers, Senior Planner rrodgers(d_)fh.az.gov 480-816-5138 Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): PUBLIC HEARING to receive comments on a proposed SPECIAL USE PERMIT to allow Truck Rentals by Desert Dawg Auto Repair at 9521 Technology Drive, located in the "IND -2 IUPD" zoning district. (Case #SU 2016-15) CONSIDERATION of a proposed SPECIAL USE PERMIT to allow Truck Rentals by Desert Dawg Auto Repair at 9521 Technology Drive, located in the "IND -2 IUPD" zoning district. (Case #SU 2016-15) Applicant: Albert Kurdzialek Applicant Contact Information: 9521 Technology Drive, Fountain Hills, AZ 85268 (480) 837-3294 Property Location: 9521 Technology Drive, Fountain Hills, AZ 85268 Related Ordinance, Policy or Guiding Principle: 1. Zoning Ordinance - Section 2.02 Special Use Permits 2. Zoning Ordinance - Section 2.04 Concept Plan Review 3. Zoning Ordinance - Section 12.05.K Uses Subject to Special Use Permits in C-2 Zoning Districts Only 4. Zoning Ordinance - Chapter 19, Architectural Review Guidelines 5. Subdivision Ordinance - Section 6.09 Low Water Use Landscaping Requirements Staff Summary (background): EXISTING CONDITIONS: The subject property is the existing Unit C-3 of the Firerock Commerce Park Industrial Condominiums, located at 9521 Technology Drive. Unit C-3 is approximately 4,889 square feet in size and shares the enclosed storage yard behind the building with units C-1 and C-2. Page 1 of 5 Desert Dawg (Uhaul) Parking is common to all units on the property. The property is zoned IND -2 IUPD. The General Plan identifies this area as "Industrial". Surrounding Land Uses: North — Four Peaks (Target) plaza — Zoned C-2 PUD South — Technology Drive, then U -haul Storage — Zoned IND -2 East — Saguaro Blvd, then Multi -Family Residential — Zoned R-3 West — Technology Drive, then Van's Storage — Zoned IND -1 The proposed use (U -Haul Truck Rentals) is consistent with this district, subject to a Special Use Permit in order to be located within the IND -2 IUPD zoning district. REQUEST: This application requests approval of a Special Use Permit to allow truck rentals pursuant to Zoning Ordinance Section 13.03.D. SPECIAL USE PERMIT: Section 13.03.D of the Zoning Ordinance allows Truck Rental uses by Special Use Permit provided that the applicant provides the number of trucks that will be rented and allows intermittent periodic inspections to ensure compliance with any conditions of the Special Use Permit. Section 2.02.D of the Zoning Ordinance indicates that the following factors should be considered in the review of a Special Use Permit: 1. Special conditions influencing its location. Staff.- The Firerock Commerce Park industrial condominiums are located behind Target Plaza which is on Shea Blvd, the main east -west arterial street in Fountain Hills. Access to Technology Drive and Shea Blvd is excellent The property is zoned for industrial uses and this tenant currently occupies the proposed location as an automotive repair facility. 2. Proposed location of buildings, parking and other facilities. Staff No new buildings are proposed. The walled enclosure will contain the trucks to be rented as well as any vehicles under repair. The existing unit will receive tenant improvements on the inside only. The shared parking is adequate to handle this expanded use. 3. Amount of traffic likely to be generated. Staff.- The proposal will not generate tragic in excess of the parking lot's circulation and design capacity. 4. Influence that the above factors are likely to exert on adjoining properties. Staff. The character of the area immediately around the property is currently industrial. Saguaro Blvd is not accessible by car directly from the property. Noise, litter, or other undesirable conditions that could negatively affect the area are not expected to be any greater than normally associated with industrial parks. In order to approve a Special Use Permit, the findings of the Council must be that the establishment, maintenance, or operation of the use or building applied for will not be detrimental to the public health, safety, peace, comfort, and general welfare of persons residing or working in the neighborhood of such proposed use, nor shall it be detrimental or injurious to property and improvements in the neighborhood or to the general welfare of the town. Page 2 of 5 Desert Dawg (Uhaul) The Town Council may include any conditions in connection with the Special Use Permit that it deems appropriate to secure the intent and purposes of the ordinance and may require guarantees and evidence that the conditions are being, or will be followed. An example of such conditions may be found in the neighboring storage facility's Special Use Permit that also allows truck rentals. This facility was limited to 6 trucks at a time due to inadequate parking areas. (See 7/1/2003 Council Minutes; attached) Risk Analysis: Approval of the proposal will permit the applicant to rent U -haul trucks at the proposed location. Denial of the proposal will require that the applicant either re -design portions of the project and/or provide additional information. Or, that the applicant move the business to another location. Fiscal Impact: There is no immediate fiscal impact anticipated. Budget Reference (page number): NA Funding Source: NA If Multiple Funds utilized, list here: NA Budgeted; if No, attach Budget Adjustment Form: NA Staff Recommendation(s): The following stipulations are recommended by Staff as conditions of approval: 1. The applicant shall not store any inventory or repair vehicles in the areas designated as shared parking. All for -rent vehicle storage as well as storage of vehicles under repair shall be within the enclosed area behind the building. 2. Signage is not included in this approval. All signage shall comply with the requirements of the Fountain Hills Zoning Ordinance, Chapter 6 and shall require separate Building Permits. Recommendation(s) by Board(s) or Commission(s): The Planning &Zoning Commission held a public hearing on March 10, 2016. During the public hearing, members of the commission noted that the property was currently in violation of staffs proposed stipulations of approval for the requested Special Use Permit. The Commission has forwarded a recommendation to Town Council to approve the Special Use Permit subject to the stipulations recommended by staff and two additional stipulations as follows: 3. The applicant shall be permitted to have trailer displays in the cut out area in front of the currently vacant Unit "C-2" until that unit is occupied. 4. The Special Use Permit is for Desert Dawg only and it is not transferable to another business or another address should the applicant move location. Page 3 of 5 Desert Dawg (Uhaul) Attachment(s): Current Plat Map Aerial Photo Application Photos (5 pgs) Applicant's Narrative (1 pg) 3/10/2016 — DRAFT P&Z Commission Minutes 7/1/2003 —Town Council Minutes SUGGESTED MOTION (for Council use): Move to approve the proposed SPECIAL USE PERMIT to allow Truck Rentals by Desert Dawg, Auto Repair at 9521 Technology Drive, located in the "IND -2 IUPD" zoning district, subject to the stipulations recommended by the Planning & Zoning Commission as outlined in the staff report. Prepared by: &6ert WodgeYs-110 3/28/2016 Senior Planner & Zoning Administrator Date Director's pprova 3/28/2016 aul ood, evelopment Services Director Approved: 3/29/2016 Grady Miller, Cwy anager Date Page 4 of 5 Town of Fountain Hills Staff Presentation Desert Dawg Special Use Permit - Truck Rental 9521 Technology Drive liar. 11to Z4 CI 6/ l� to � Lor PPP - a ;� [1'•J t ` � - f L � �f SITE w P `' ►J 1 y 4 7k r II ♦�a AL wlzAr .. � 4• •'',. dv ��LdSt TI I�QE. I� y' `f � L Y '!9 44#�, ` v f� R `W L 16 r -wow 7 t AM r Recommendations P&Z Commission: Approve Staff: Approve Special Use Permit to allow U -Haul Truck Rentals 9521 Technology Drive Subject to the stipulations outlined in the staff report: Site Photos CL O L) O J 1 44 oq RN IL :'ZL '`� f' �i a gy�s� gYYY ygtlg ;:7 0— ��i •?fir `� - \ "�. av oa a ��#�� { { �+ tR 1 44 oq RN IL :'ZL DO Not write in this space —official use only Filing Date Accepted By Fee Accepted fa' Case Manager The Town of Fountain Hills PLANNING & ZONING DEPARTMENT - APPLICATION Abandonment (Plat or Condominium)Appeal of Administrator's Interpretation Area Specific Plan & Amendments Concept Plan Condominium Plat Cut/Fill Waiver Development Agreement HPE Change or Abandonment General Plan Amendment Ordinance (Text Amendment) Planned Unit Development # Preliminary / Final Plat Replat (Lot joins, lot splits, lot line adjustments) Rezoning (Map) Special Use Permit & Amendments Site Plan Review (vehicles sales) Temporary Use Permit (Median Fee, if applicable) Variance it Other PROJECT NAME / NATURE OF PROJECT: LEGAL DESCRIPTION: Plat Name patCd Block Lot PROPERTY ADDRESS: q52/ PARCEL SIZE (Acres)_ 44 - q 10 ESSOR PARCEL NUMBER _ /746c'� T1,2 NUMBER OF UNITS PROPOSED TRAM EXISTING ZONING; G 1 :9/V — I PROPOSED ZONING ADDlicant 4Mrs. A L 13-e c + W U r0)Z e 0L Day Phone � g© - 32"- 3 29 St Mr. 11s. Address:92i T-ec Aool. T Or Ci State: 4 Zip: Owner Mrs. Mr. Ms. Email: S u d+. e5 (�•,, _ Day Phone Address: City: State: Zip: IfappJiccompleted. is being submilted�y 717eoth be comer than the owner of the property ander consideration, the section below [I�LSt SIGNATURE OF OWNED DATE J� I HEREBY AUTHORIZE �^ / TO FILE THIS APPLICATION. Please ennt be re , 20 , NO A�ZC7N9�i s Public Maricopa County MUNIS My Commission Expires APPLICATI�4#,_-_1AMaYDJ1j6 " 1"12 January 25, 2019 . ����Il�l�l1���,ilG ��_ ��;: ��_ L �..�.. �- . _ .��� ��.�� �... x �., ��_ -_ _. � . _ .,� .- -- . - •- _ ,r. - �. _... �_ -- r A Community Leaders New Journey Al & Noreen Kurdiialek have had their home and businesses in the Town of Fountain Hills for over 31years. Al has a unique skill when is come to vehicles. old, New, Classic, Antique, Diesels, Boats 7 Trailers, nothing can stump hire. He always talks to his customers so they understand the details of their vehicle's needs. Noreen is always the friendly smile tog reet them and expedite their work in a timely manner. Peoples cars are very important to them in many ways. Our new journey is offering the community convenient, friendly service for all of their moving needs by providing a number of U -Haul Trucks & Trailer for Rent either in town or round trip to a new out of state location. U -Haul brings the Truck & Trailer to our location and sometime when needed to pick them up at another location to accommodate the size they_ need if we don't have it in our inventory. Previously residents were being sent to Scottsdale, Mesa etc. to pick up the rental they need. Now they have the opportunity to get what they need, when they need it in their very own Town of Fountain Hills. All of the employees of the former Desert Dog Auto Service & Repair followed Al to his 10K square foot automotive facility now named Desert Dawg Auto Repair. Currently members of the Fountain Hills Chamber of Commerce, we are very excited for the new changes that have already begun to take place and look forward to expanding services to the Residents and Businesses of Fountain Hills. Thank you for your time and consideration in the matter of seeking a Special Use Permit for U - Haul to allow us to bring this important service to our Town. Al Kurdzialek -Owner Where it's all about the customeroo..aeover 30 years experience. «. , .wa*Wto •, „ ► •, ,. «• , „ ., ,,, .,,,� ,�,�►, �►�..�. a. ,► , , .� FREE LOCAL SHUTTLE SERVICE # SERVICE ON ALL MAKES & MODELS. leswgTVero"P*CftA-Ifs�sver�oaw►►sn�re�rn�aus�++a.wsor�.oe„�rua,a+v�u�apato►rnca.s enehe„a:n�enwpewa�oe�r�aae.u,o+�e�am.r�eu�amsw�su+e,eoras�+�s�e�+e�ra.[aaw� OGCA,5 O�dYt iT,F W ' iwCrl�Elstl�111C 010SVIEtR�i7iYtE.Cl1STL1AlERLS►�Y1�OiEfffDTsf4TTl�fiAif?PROPE'iMtspormsumt;ORPRWE-GTEDACIO[t�S UM t Obilpkl't¢Al4S�WIMLETI{EPROPERSa'R£ iAi/t$tM7HOVftFACt1lTY.Ii60TiCHTt?GO SU�AER PtEMEREADLWOF"AWZ iFOFM T*hC?.NiWVERSL�S".CUS?C MI4`- ACXNOtAf WXf$AEC@ SED=CVEW FPTOFACOPYHZREOFSUBXCTTOCOMOrtONSONREVERSMOFT#MCON"%ACT.PLEASEREADREWRSESIDE. .. ''U)ILISAJ .; ..' SNAAEIGR READ IMPORTANT INFORMA710M ON REVERSE SIDE. TOWN OF FOUNTAIN HILLS MINUTES OF THE REGULAR SESSION OF THE PLANNING & ZONING COMMISSION March 10, 2016 Chairman Michael Archambault opened the meeting at 6:30 p.m. DRAFT ROLL CALL: The following Commissioners were present: Chairman Michael Archambault. Vice -Chairman Eugene Mikolajczyk. Commissioners: Jeremy Strohan, Howie Jones, Susan Dempster and Roger Owners. Also in attendance were Paul Mood, Development Services Director and Paula Woodward, Executive Assistant and Recorder of the minutes. Commission Connick was absent. AGENDA ITEM #1- CONSIDERATION OF APPROVING THE PLANNING AND ZONING COMMISSION MEETING MINUTES DATED February 11, 2016. Vice -Chairman Eugene Mikolajczyk MOVED to APPROVE the meeting minutes dated Thursday, February 11, 2016 as written. Commissioner Howie Jones SECONDED and the MOTION CARRIED UNANIMOUSLY. AGENDA ITEMS #2 - CONTINUED PUBLIC HEARING TO RECEIVE COMMENTS ON A PROPOSED SPECIAL USE PERMIT TO ALLOW TRUCK RENTALS BY DESERT DAWG AUTO REPAIR AT 9521 TECHNOLOGY DRIVE, LOCATED IN THE "IND -2 IUPD" ZONING DISTRICT. (CASE# SU2016-15) Chairman Archambault opened the Public Hearing at 6:32 p.m. Paul Mood, Development Services Director gave a PowerPoint presentation & stated the application is for a Special Use Permit to allow Desert Dawg Auto to rent U -Haul Trucks in the Ind -2 IUPD zoning district. The property is located at 9521 Technology Drive, Unit C-3, in the "Firerock Commerce Park, industrial Condominiums, directly behind the Target Plaza. Mr. Mood referred to aerial photos showing the location and a walled in area at the rear which is the designated outdoor storage area for all three condominium units in this building. This is the area that staff has noted in the recommended stipulations for the U -Haul truck inventory storage and/or display. Mr. Mood said the parking spaces in the foreground are common spaces for the Commerce Park and are required to be available for employee and customer parking and are not to be used as outdoor display areas. Mr. Mood said staff has discussed the proposal with the applicants and they originally indicated their agreement with the two stipulations outlined in the staff report. Staff has recommended approval subject to the two stipulations outlined in the staff report but since then it has become evident additional stipulations may be needed. Mr. Mood referred to photos taken this week by Chairman Archambault. They appear to show the current situation on this site. The rental trucks are still overflowing into the customer parking areas. If so, the current situation does not comply with staff s recommended conditions of the Special Use Permit. Mr. Mood said Chairman Archambault can elaborate on the photos and the applicant is present to answer any questions. Page 1 of 4 Chairman Archambault commented the photos were taken this morning and noticed the amount of vehicles shown in the photo are less than in the past. He said this afternoon he observed cars parked in the dirt area. Chair Archambault asked Mr. Mood if it was okay for parking on dirt. Mr. Mood responded that parking is not allowed on dirt unless there is a dust palliative or "DG." Chairman Archambault asked for any Call to the Public. Wayne Warrington, resident and a business owner in Fountain Hills came forward and spoke in favor of Desert Dawg's application for a Special use Permit to allow Desert Dawg Auto to rent U -Haul trucks. Mr. Warrington stated he has known the business owner for several years and their business operations. He pointed out in the overhead presentation photo the closed parking area. Mr. Warrington stated he personally witnessed numerous customers throughout the year utilizing Desert Dawg indicating they are a valuable business to the Fountain Hills community. Chairman Archambault commented on the upper left overhead presentation photo showing Desert Dawg in compliance within the gated area. Is Chairman Archambault commented the public hearing was still open and closed the Public Hearing at 6:39 p.m. AGENDA ITEM #3 - CONSIDERATION OF A PROPOSED SPECIAL USE PERMIT TO TRUCK RENTALS BY DESERT DAWG AUTO REPAIR AT 9521 TECHNOLOGY DRIVE, LOCATED IN THE "IND -2 IUPD" ZONING DISTRICT. (CASE #SU2016-15) In response to Commissioner Jones, Mr. Warrington stated he heard from customers that this is a great company. Desert Dawg made a move to an industrial park that remained vacant and struggling. They are making this location work and by having the special use permit they could meet the needs of the community. Commissioner Jones asked if this was the fourth U -Haul facility in Fountain Hills. Mr. Warrington said there is one behind Desert Dawg which is a U Haul storage but they could not keep up with the rental demand. Desert Dawg would be able to offer the rentals the U Haul storage could not. Desert Dawg has been named a dealer for U Haul and is busy since taking on the truck & trailer rentals. V, Commissioner Dempster asked the business owner about his landlord, the building and tenant improvements. Mr. Kurdzialek presented a letter from his landlord. The letter stated if at all possible please park the trailers on the recess part of the building. The photos shown today display trucks parked behind the curbed area and the trailers parked on the recess area. The landlord does not want cars or trucks parked in the recess area because the slots are not long enough to accommodate. The trailers fit the slot size. Mr. Kurdzialek said, The U Hauls are not visible from Technology Drive. The graphics on the windows are the only advertising for U -Haul. Mr. Kurdzialek said, the public won't even know we provide U -Haul because they are out of site at the back of the building. Mr. Kurdzialek stated he is allocated 3 trucks and 4 trailers for inventory. The other U Haul rentals in town on Saguaro have vans & 10 foot trucks. The U — Haul behind Desert Dawg rents cube vans. Mr. Kurdzialek stated he is proposing that Desert Dawg be allowed to park the trailers in the recess area and the trucks in the enclosed area in the back. Vice -Chairman Mikolajczyk asked how long is Desert Dawg's agreement with U -Haul and if Desert Dawg vacates the premises does the arrangement from U -Haul go with Desert Dawg. Page 2 of 4 Mr. Kurdzialek said there is no specific timeframe or contract. He stated he is licensed to rent out the U - Hauls. U -Haul knows what inventory Desert Dawg has on hand and handles all the paperwork. They book the rentals through their traffic. The landlord is very happy with the trailers parked in the recess area because it prevents customer cars from parking there and sticking out. Chairman Archambault stated the special use permit requires Desert Dawg to put all the trucks and trailers behind the wall area. Mr. Kurdzialek stated he was not aware of that until code enforcement came to his business and he is now aware of the stipulations. Mr. Kurdzialek stated he was applying for the SUP to sell trucks and didn't realize it included restrictions about where the trucks or trailers were parked. Chairman Archambault stated, although the landlord has requested the trailers to park on the side recess area they cannot because of the zoning. In response to the landlord owning the property, the common area is owned by the association. The association is made up of more than one owner. In response to Commissioner Dempster, Chairman Archambault said the U -Hauls on Saguaro Blvd. are zoned C-3 which allows truck rentals without a Special Use Permit. Desert Dawg is in an I-2 zoned area which requires a SUP for trucks. SUP is not required for trailers. Stipulations state all rentals are required to have the trucks in the back and behind gated area. Mr. Kurdzialek stated he will abide by the stipulations but stated if the rentals cannot be seen business may suffer. Commissioner Owers asked Mr. Kurdzialek if he uses the vacant dirt lot adjacent to his business. Mr. Kurdzialek said, sometimes it's used to turn around vehicles because the gate in the back is closed. Delivery trucks have to back out into the vacant lot to turn around and exit. In response to Vice -Chairman Mikolajczyk Mr. Mood stated Bob Rodgers advised him that the parking areas or drive isles cannot be used for outdoor display. Ultimately the Planning and Zoning Commission will be making the recommendation to council. For this zoning area, rental vehicles are required to be behind a gate. k.°. Vice Chairman Mikolyczyk MOVED to forward a recommendation to the Town Council to approve the Special Use Permit to Truck Rentals by Desert Dawg Auto Repair at 9521 Technology Drive, located in the "IND -2 IUPD" zoning district as submitted, and add an amendment to allow the applicant to have a trailer display in the cut out area until the vacant suite is occupied. Commissioner Jones SECONDED. Commissioner Owers requested to add an amendment that the SUP is for Desert Dawg only and it would not be transferable should the applicant move location. Chairman Archambault stated there are two (2) staff stipulations and two (2) amendments. He said if there was no further discussion or questions among the commission a vote would be taken. A voice vote was taken on the amendments and the MOTION CARRIED UNANIMOUSLY (6-0). Chairman Archambault asked for a voice vote on the main motion which is to forward a recommendation to the Town Council to approve the Special Use Permit to Truck Rentals by Desert Dawg Auto Repair at 9521 Technology Drive, located in the "IND -2 IUPD" zoning district as submitted. The MOTION CARRIED UNANIMOUSLY (6-0). Page 3 of 4 AGENDA ITEM #4 -COMMISSION DISCUSSION/REOUEST FOR RESEARCH TO STAFF. Items listed below are related only to the propriety of (i) placing items on a future agenda for action or (ii) directing staff to conduct further research and report back to the Commission. None AGENDA ITEM #5 - SUMMARY OF COMMISSION REQUESTS FROM SENIOR PLANNER. None AGENDA ITEM #6 - REPORT FROM SENIOR PLANNER AND ZONING ADMINISTRATOR, PLANNING AND ZONING DIVISION OF DEVELOPMENT SERVICES. None AGENDA ITEM #7 - ADJOURNMENT. I hereby certify that the foreoi�g minutes are a true and correct copy of the minutes of the meeting of the Fountain P ,Tanning and Zoning Commission held on the 10th day of March 2016, in the Town Council Chamb6is_a 16705 E. Avenue of the Fountains, Fountain Hills, AZ 85268. the meeting was day called and that a quorum was present. Dated this 14d' day of March 2016 Paula Woodward, Executive Assistant I further certify that Page 4 of 4 TOWN OF FOUNTAIN HILLS MINUTES OF THE REGULAR AND EXECUTIVE SESSION OF THE FOUNTAIN HILLS TOWN COUNCIL JULY 1, 2003 ROLL CALL - Present for roll call were the following members of the Fountain bills Town Council. Councilman Archambault, Mayor Nichols, Councilwoman Stevens, Councilman Kavanagh, Councilman Melendez, Councilwoman Nicola, Vice Mayor Ralphe, Town Attorney Andrew McGuire, Town Manager Tim Pickering, Director of Public Works Tom Ward, Director of Parks., recreation, & Community Center Mark Mayer, Planner Denise Ruhling, Senior Planner Dana Burkhardt, Accounting Supervisor .Julie Ghetti, and Bevelyn Bender, Town Clerk, were also present. AGENDA ITEM #11 - PUBLIC HEARING TO RECEIVE COMMENTS ON A REQUEST FOR A SPECIAL USE PERMIT TO ALLOW TRUCK RENTAL AT 9264 TECHNOLOGY DRIVE AKA FOUNTAIN HILLS BUSINESS P ARK REPLAT, .BLOCK 6, LOT 1. CASE NUMBER SU2003-05, Mayor Nichols stated that this item was a public hearing to allow comments to be heard and declared the public hearing open at this time. Town Manager Tim Pickering indicated that Ms. Ruhling would provide an overview of this issue and expressed appreciation to U -Haul for their cooperative efforts. Ms. Ruhling said that this was a request for a Special Use Permit to allow truck rental in an industrially zoned area. She referred to slides displayed in the Council Chambers and noted that the site was currently referred to as the "U -haul" site and was located at 9264 Technology Drive. She noted that the site currently housed a mini -storage facility and the request was to allow truck rentals to occur in this area. She noted that previously the Town had not allowed truck rentals to take place in industrial zoned areas but added that a text amendment was previously done to allow this use to be approved. She said that U -Haul was the first applicant to apply for this use and said that Staff believed the use was compatible with the area and added that the application met all Town of Fountain Hills' Zoning Ordinance requirements. Discussion ensued relative to the fact that one of the concerns brought forward by the Planning and .Zoning Commission as well as adjacent residential development had to do with landscaping and buffering and the fact that the proposed plan provided for landscaping to be put in place that would screen the trucks bort not necessarily keep them behind closed doors; the fact that a nicely screened fence was being proposed to serve as a buffer•, the fact that the entire site would also be screened by a masonry wall to the rear and sides and a wrought iron fence with slats to the front of the property; the fact that at the "very most" only the top portion of trucks would be able to be viewed; the fact that the text amendment that was approved allowed for a. minimum of four trucks to be on site and that parking be provided for those and the fact that Staff had determined that based upon parking shown on the site plan, this site would allow up to six rental trucks to be stored on site; the fact that any additional trucks would be removed immediately to the site in Scottsdale; and the fact that adequate parking was provided for up to six trucks, Ms. Ruhling reiterated Staff's opinion that the request be approved and noted that the Planning .and Zoning Commission had also reviewed the plan and recommended approval. She said that the applicant was present and would like to address the Council. In response to a question from Councilman Archambault, Ms. Ruhl ing advised that the property was under a PUD and added that before the Council approved the text amendment, the ordinance did not allow for any car or truck rental to occur anywhere other than in C-3 zoning districts. Councilman Archambault stated the opinion that the PUD that was on this property was the same as the one on his property and said it was his understanding that rentals were not allowed. Ms. Ruhling commented that she did not remember reading anywhere that truck rentals were not allowed on this site but indicated her intention to double check this matter. Todd Williams, 2727 North Central .Avenue, Phoenix, the applicant in this case, said that they were happy that they had reached this point and that the process had been a long but productive one. He expressed his appreciation to the Town of Fountain Hills for efforts to work with U -Haul on this request said that they were basically happy with all that Staff had done and the information included in their presentation, including all of their recommendations. Councilman Melendez commended Mr. Williams for presenting positive comments relative to Staff. Mayor Nichols also complimented the applicant on his efforts to work with the neighbors in an effort to alleviate their concerns. There being no requests from the public to speak on this issue, the Mayor declared the public hearing closed at this time. AGENDA ITEM # 12 - CONSIDERATION OF APPROVING A RE VEST FOR A SPECYAL USE PERMIT TO ALLOW TRUCK RENTAL AT 9264 TECHNOLOGY DRIVE, AICA FOUNTAIN HILLS BUSINESS PARD REPLAT, BLOCK 6. LOT 1, CASE NUMIBER SU2003-05. Mayor Nichols said that he would entertain a motion on this item. Councilman Kavanagh commented that in terms of neighborhood groups, this issue has been one of the most contentious brought before the Council and complimented everyone involved on their efforts to bring this issue to a successful, positive conclusion. He also commended Staffs particularly the Town Prosecutor, on their extensive efforts. Councilman Kavanagh MONIED to approve the request for a Special Use Permit to allow truck rentals at 4264 Technology Drive. The Mayor clarified that the motion was to approve the issuance of the Special Use Permit and Councilwoman Nicola SECONDED the motion. MOTION CARRIED UNANIMOUSLY (7 to O). TAIN TOWN OF FOUNTAIN HILLS TOWN COUNCIL V-.,, AGENDA ACTION FORM \that is A�,�tio Meeting Date: 4/7/2016 Agenda Type: Regular Meeting Type: Regular Session Submitting Department: Development Services Staff Contact Information: Paul Mood, Development Services Director, pmood@fh.az.gov Strategic Planning Goal: Not Applicable (NA) Operational Priority: Fire Station #2 REQUEST TO COUNCIL (Agenda Language): CONSIDERATION of Cost Share Agreement C2016-253 between the Town of Fountain Hills and Chaparral City Water for the Fire Station No. 2 driveway improvements. Applicant: NA Applicant Contact Information: NA Property Location: Southwest corner of FountainHills Blvd. and Muskrat Lane Related Ordinance, Policy or Guiding Principle: Staff Summary (background): The Town and Chaparral City Water (CCWC) entered into a temporary license agreement on August 28,2015. The temparary license agreement allowed CCWC to cross the newly acquired Fire Station No. 2 site to access their facilities to the west. The proposed agreement will allow the Town and CCWC to share in the cost of constructing a drivey on CCWC property immediately north of the site. The driveway location is anticipated to line up with Muskrat Lane and will provide access for both the Town and CCWC to their facilities. The anticipated cost for the design and construction of the driveway is $300,000 and includs retaining walls, SRP cabinet relocation, paving and the potential vertical realignment of a 24" and 6" water main. A permanent access easement will also be provided to the Town. Risk Analysis (options or alternatives with implications): Fiscal Impact (initial and ongoing costs; budget status): $150,000 (included in Fire Station #2 budget) Budget Reference (page number): 306 r Pg 306 Funding Source: Capital Projects Fund If Multiple Funds utilized, list here: Budgeted; if No, attach Budget Adjustment Form: Yes Recommendation(s) by Board(s) or Commission(s): NA Staff Recommendation(s): Staff recommends approval of Cost Share Agreement C2016-253 Page 1 of 2 List Attachment(s): Cost Share Agreement C2016-253 SUGGESTED MOTION (for Council use): Motion to approve Cost Share Agreement C2016-253 between the Town of Fountain Hills and Chaparral City Water for the Fire Station No. 2 driveway improvements. Prepared by: NA 3/29/2016 Director's p al: u o eve o ent Services Director 29/2016 Approved: �L. s 1Nv�•�.., rady E Miller, w anager 3/29/2016 Page 2 of 2 COST SHARE AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND CHAPARRAL CITY WATER COMPANY THIS COST SHARE AGREEMENT (this "Agreement") is entered into as of April 21, 2016, between the Town of Fountain Hills, an Arizona municipal corporation (the "Town"), and Chaparral City Water Company, an Arizona corporation ("CCWC"). R F.(` TT A T .0 A. The Town is the record owner of certain real property, Maricopa County Assessor's parcel number 176-13-617W, at the location depicted on Exhibit A, attached hereto and incorporated herein by this reference (the "Town Property"). B. CCWC is the record owner of certain real property, as depicted on Exhibit A, adjacent to the Town Property, Maricopa County Assessor's parcel number 176-13-617G and Maricopa County Assessor's parcel number 176-13-617J, where it operates a retention basin and storage and treatment facility (collectively, the "CCWC Property"). C. The Town and CCWC entered into that certain Temporary License Agreement, dated August 28, 2015, whereby the Town granted CCWC access over certain portions of the Town Property to access the CCWC Property. D. The Town plans to construct a fire station (the "Fire Station") on the Town Property. In connection with the construction of the Fire Station, the Town desires to design and construct a driveway over certain portions of the CCWC Property, as conceptually depicted on Exhibit B, attached hereto and incorporated herein by reference. The driveway will provide shared access to the Fire Station and to the CCWC Property. E. The Town and CCWC have agreed, subject to the provisions of this Agreement, that the Town will perform the Work (defined below) and the parties will equally share the cost of the completion of the Work. F. The Town and CCWC desire to enter into this Agreement to establish the parties' rights and responsibilities with respect to (i) the completion of the Work and (ii) reimbursement to the Town of 50% of the costs associated with the completion of the Work. A CTR F_F MFNT NOW, THEREFORE, in consideration of the foregoing 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 CCWC hereby agree as follows: 2528129.3 1. Design and Construction of the Work. At such time as the Town commences the design and construction of the Fire Station on the Town Property, the Town shall design and construct the driveway and other appurtenances, as necessary (the "Work"), on portions of the CCWC Property at the locations conceptually depicted on Exhibit B, attached hereto. 2. Costs; Reimbursement. The Town will pay for all costs and expenses associated with the completion of the Work. CCWC shall reimburse the Town 50% of all costs incurred in completing the Work. CCWC shall reimburse the Town for all design costs associated with the Work after the award of the construction contract. CCWC shall reimburse the Town for all construction costs associated with the Work upon substantial completion of the construction. CCWC shall pay the Town within 30 days from receipt of an invoice. 3. Access Easement. CCWC agrees that the Work will provide a benefit to the CCWC Property and therefore agrees to provide the Town with a perpetual access easement over and across the driveway at no cost to the Town. Prior to completion of the Work, CCWC shall enter into an easement agreement with the Town for shared access of the driveway. 4. Further Acts. The parties hereto shall promptly and expeditiously execute and deliver all such documents and perform all such acts as reasonably necessary, from time to time, to carry out the matters contemplated by this Agreement. 5. Conflict of Interest. This Agreement is subject to the provisions of ARiz. REv. STAT. § 38-511. 6. Agreement Subject to Appropriation. The Town is obligated only to pay its obligations set forth in the Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the Town's then current fiscal year. The Town's obligations under this Agreement are current expenses subject to the "budget law" and the unfettered legislative discretion of the Town concerning budgeted purposes and appropriation of funds. Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then -current fiscal year term for which such funds were appropriated and budgeted for such purpose and the Town shall be relieved of any subsequent obligation under this Agreement. The parties agree that the Town has no obligation or duty of good faith to budget or appropriate the payment of the Town's obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The Town shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The Town shall keep CCWC informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town. CCWC hereby waives any and all rights to bring any claim against the Town from or relating in any way to the Town's termination of this Agreement pursuant to this section. 2528129.3 2 7. Miscellaneous. 7.1 Independent Contractor. CCWC acknowledges and agrees that the services provided under this Agreement by the Town are being provided as an independent contractor, not as an employee or agent of CCWC. CCWC does not have the authority to supervise or control the Work performed by the Town, its employees or its subcontractors. The Town, and not CCWC, shall determine the time of its performance of the services provided under this Agreement. The Town and CCWC do not intend to combine business operations under this Agreement. 7.2 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 located in Maricopa County, Arizona. 7.3 Amendments. This Agreement may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of CCWC and the Town. 7.4 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. 7.5 Severability. In the event that any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the remaining terms shall remain effective, provided that the elimination of the invalid provision does not materially prejudice either party with regard to its respective rights and obligations. 7.6 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to the cost share of the Work, 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. 7.7 Assi nment. Neither party may assign, sublet, mortgage or encumber any right or interest under this Agreement without the prior, written consent of the other party, which either party may withhold in its absolute and sole discretion. 7.8 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 2528129.3 3 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 payment for the Work, shall not release CCWC 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. 7.9 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 CCWC: Chaparral City Water Company c/o EPCOR Water Arizona, Inc. 2355 West Pinnacle Peak Road, Suite 300 Phoenix, ArizoN 85027 Attn: �►Sile, _ $mow 0`r 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: GUST RosENF'ELD, P.L.C. One East Washington Street, Suite 1600 Phoenix, Arizona 85004-2553 Attn: Andrew J. McGuire, Esq. 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. 7.10 Time is of the Essence. Time is of the essence with regard to the performance of all of the parties' obligations under this Agreement. 7.11 Benefits and Burdens. The terms of this Agreement shall be binding upon and inure to the benefit of the parties' permitted successors and assigns. 2528129.3 4 7.12 Captions. Captions and section headings used herein are for convenience only and are not a part of this Agreement and shall not be deemed to limit or alter any provisions hereof and shall not be deemed relevant to construing this Agreement. 7.13 Counterparts, This Agreement may be executed in any number of counterparts, all such counterparts shall be deemed to constitute one and the same instrument, and each counterpart shall be deemed an original of this Agreement. 8. Indemnification. To the fullest extent permitted by law and subject to Section 6 above, each party shall indemnify and hold harmless the other party and each council member, officer, director, employee or agent thereof (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 other party, its officers, directors, employees, agents, or any tier of subcontractor in connection with the Work in the performance of this Agreement. [SIGNATURES ON FOLLOWING PAGES] 2528129.3 5 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: Bevelyn J. Bender, Town Clerk (ACKNOWLEDGMENT) STATE OF ARIZONA ) ss. COUNTY OF MARICOPA ) On , 2016, 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] 2528129.3 6 66CC C95 CHAPARRAL CITY WATER COMPANY, an Arizona corporation By: Name: b �z-.j r'�t, +%1 Title: a ter l r� (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On 2016, before me personally appeared the of CHAPARRAL CITY WATER COMPANY, an 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. - 7� Notary Pdblic (Affix notary seal here) MARYANN ERISA N*jy Pine - St0 otAriM MARICOPA COUNTY = My Co n"Ion Expires October 14, 2019 2528129.3 7 EXHIBIT A TO COST SHARE AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND CHAPARRAL CITY WATER COMPANY [Depiction of Town Property and CCWC Property] See following page. 2419951.3 PALATIAL v", JAIN k� 1 0 3 n o that is Aii.Lo DEVELOPMENT SERVICES LIMITS OF ® SHARED DRIVEWAY N W E S 0 50, 100' __ SCALE: 1' = 100' • AERIAL PHOTO FLIGHT: 10/14 THIS TOPO/AERIAL MAPPING IS SUITABLE FOR GENERAL PLANNING PURPOSES, BUT SHOULD NOT BE USED FOR DESIGN. EXHIBIT B TO COST AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND CHAPARRAL CITY WATER COMPANY [Conceptual Design of the Work] See following page. 2528129.3 RETAINING WALLS AS NEEDED SRP CABINET RELOCATION DRIVEWAY 0 z cl) CID �yIVAINTOWN OF FOUNTAIN HILLS Z n TOWN COUNCIL Y AGENDA ACTION FORM Meeting Date: 4/7/2016 Agenda Type: Regular Meeting Type: Regular Session Submitting Department: Development Services Staff Contact Information: Paul Mood, Development Services Director, pmood@fh.az.gov Strategic Planning Goal: Not Applicable (NA) Operational Priority: Fire Station #2 REQUEST TO COUNCIL (Agenda Language): CONSIDERATION of Professional Services Agreement C2016-250 with Hunt & Caraway Architects, LTD for the Fire Station No. 2 architectural services in the amount of $315,197.20. Applicant: NA Applicant Contact Information: NA Property Location: Southwest corner of FountainHills Blvd. and Muskrat Lane Related Ordinance, Policy or Guiding Principle: Staff Summary (background): On November 11, 2015, the Town advertised a request for qualifications from architectural firms for the Fire Station No. 2 project. A mandatory pre -submittal conference was held on December 2, 2015 and statements of qualifications were received from eight firms on December 16, 2015. Based on the scoring criteria provided in the request for qualifications three firms were short-listed for interviews. On February 2, 2016 interviews were held with Arrington Watkins, Hunt & Caraway Architects and WSM Architects. Based on the scoring criteria for the interviews, the selection panel chose Hunt & Caraway as the top ranked firm and staff began contract negotiations. The qualifications based selection process was done pursuant to Arizona Revised Statute Title 34-603. The new fire station will be approximately 5,000 square feet with an additional 3,900 square feet for three apparatus bays, emergency generator, radio tower and landscaping. The intent is to design the fire station so that its architectural features blend within the surrounding area. Meetings during the schematic design phase will be planned with the neighboring properties in the area. The project also includes a joint access driveway on EPCOR property immediately north of the site to enable EPCOR access to their facilities to the west of the site. The design and construction of the driveway is estimated at approximately $300,000 and will be shared between the Town and Chaparral City Water. The design portion of the attached contract for the shared driveway is $32,282.50. The professional services agreement will provide for architectural services during design as well as the construction and warranty phases of the project. The agreement also includes an owner's allowance of $15,000. Risk Analysis (options or alternatives with implications): Fiscal Impact (initial and ongoing costs; budget status): $315,197.20 Budget Reference (page number): 306 Page 1 of 2 Funding Source: Multiple Funds If Multiple Funds utilized, list here: CIP Fund, Development Fees and Other Budgeted; if No, attach Budget Adjustment Form: Yes Recommendation(s) by Board(s) or Commission(s): NA Staff Recommendation(s): Staff recommends approval of Professional Services Agreement C2016-250 List Attachment(s): Renderings, Contract C2016-250 SUGGESTED MOTION (for council use): Motion to approve Professional Services Agreement C2016-250 with Hunt & Caraway Architects, LTD for the Fire Station No. 2 architectural services in the amount of $315,197.20. Prepared by: NA 3/29/2016 Director's Approval: Paul oo Development Services Director3/29/2016 Approved: IL Grady E Miller, T—owrf VknaQer 3/29/2016 (---)7 Page 2 of 2 low¢, x?*- - Ah _,a I AW 401, 147 Contract No. C2016-250 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HUNT & CARAWAY ARCHITECTS, LTD. THIS PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is made as of April 7, 2016, between the Town of Fountain Hills, an Arizona municipal corporation (the "Town"), and Hunt & Caraway Architects, Ltd., an Arizona corporation (the "Consultant"). RECITALS A. The Town issued a Request for Qualifications, "Fire Station No. 2 Architectural 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 (i) the design of Fountain Hills Fire Station No. 2 located at the northwest corner of Fountain Hills Boulevard and Muskrat Lane (APN 176-13-617W), (ii) assisting the Town with the bidding of the construction for the facility and (iii) architectural services during construction (collectively, the "Services"). B. The Consultant responded to the RFQ by submitting a Statement of Qualifications (the "SOQ"), attached hereto as Exhibit A and incorporated herein by reference, and the Town desires to enter into an Agreement with 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. 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 April 6, 2017 (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 to two successive one-year terms (each, a "Renewal Term") if (i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal in each subsequent year, (ii) at least 30 days prior to the end of the then -current term of this Agreement, the Consultant 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 Consultant'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 Consultant, elect to waive this requirement and renew this Agreement. The Initial Term and any Renewal Tenn(s) are collectively referred to herein as the "Term." Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect. 2636883.1 2. Scope of Work. Consultant shall provide the Services as set forth in the Scope of Work, attached hereto as Exhibit B and incorporated herein by reference, within the timeframe set forth in the Schedule of Work, attached hereto as Exhibit C and incorporated herein by reference. 3. Compensation. The Town shall pay Consultant an amount not to exceed $315,197.20, of which $15,000.00 is an owner's contingency which shall be utilized at the Town's sole discretion, for the Services at the rates set forth in the Fee Proposal, attached hereto as Exhibit D and incorporated herein by reference. 4. Pam. The Town shall pay the Consultant monthly, based upon work performed and completed to date, and upon submission and approval of invoices. All invoices shall document and itemize all work completed to date. Each invoice statement shall include a record of time expended and work performed in sufficient detail to justify payment. The contract number must be referenced on all invoices. 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. 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. Consultant 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, Consultant 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 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 to the highest professional standards in the field. 2636883.1 2 10. Indemnification. To the fullest extent permitted by law, the Consultant 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 Consultant, its officers, employees, agents, or any tier of subcontractor in connection with Consultant'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 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, 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 of this Agreement are satisfactorily performed, completed and formally accepted by the Town, unless specified otherwise in this Agreement. 2636883.1 3 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 agents, representatives, 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 Section 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. Prior to commencing any work or services under this Agreement, 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 2636883.1 4 Agreement shall be identified by referencing the RFQ title or this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate RFQ 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 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) 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. Commercial General Liability. Consultant 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 2636883.1 5 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. Consultant shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Consultant's owned, hired and non -owned vehicles assigned to or used in the performance of the Consultant'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 Consultant engages in any professional services or work adjunct or residual 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. D. 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 and, as such, may be terminated without cause after receipt by Consultant of written notice by the Town. Upon termination for convenience, Consultant shall be paid for all undisputed services performed to the termination date. 2636883.1 6 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 parry, 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 parry 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 Consultant 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 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. 12.4 Conflict of Interest. This Agreement is subject to the provisions of ARM 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 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. 12.6 Agreement Subject to Appropriation. Town is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during Town's then current fiscal year. The Town's obligations under this Agreement are current expenses subject to the "budget law" and the unfettered legislative decision of the Town concerning budgeted purposes and appropriation of funds. Should Town elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then -current fiscal year term for which such funds were appropriated and budgeted for such purpose and Town shall be relieved of any subsequent obligation under this Agreement. The parties agree that the Town has no obligation or duty of good faith to budget or appropriate the payment of Town's obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is 2636883.1 7 executed and delivered. Town shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. Town shall keep Consultant informed as to the availability of funds for this Agreement. The obligation of Town to make any payment pursuant to this Agreement is not a general obligation or indebtedness of Town. Consultant hereby waives any and all rights to bring any claim against the Town from or relating in any way to Town's termination of this Agreement pursuant to this section. 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 of its agreed Scope of Work as set forth in Section 2 above and in Exhibit B. 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. 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 2636883.1 8 affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 13.7 Relationship of the Parties. 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 is advised that taxes or Social Security payments will not be withheld from any Town payments issued hereunder and Consultant agrees to be fully and solely responsible for the payment of such taxes or any other tax applicable to this Agreement. 13.8 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 parry 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. 13.9 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, and no delegation of any duty of Consultant shall be made 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. 13.10 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 written approval of the Town. 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. 13.11 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. 13.12 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 parry shall be entitled to receive from the other parry reasonable attorneys' fees and reasonable costs and expenses, determined by the court sitting without a jury, which 2636883.1 9 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. 13.13 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. 13.14 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. 13.15 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 parry 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: GUST RosENFELD P.L.C. One East Washington Street, Suite 1600 Phoenix, Arizona 85004-2553 Attn: Andrew J. McGuire, Esq. If to Consultant: Hunt & Caraway Architects, Ltd. 1747 East Morten Avenue, Suite 306 Phoenix, Arizona 85020 Attn: Tamara Caraway or at such other address, and to the attention of such other person or officer, as any parry may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the parry, (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 2636883.1 10 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. 13.16 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. 13.17 Records and Audit Rights. To ensure that the Consultant and its subcontractors are complying with the warranty under subsection 13.18 below, Consultant's and its subcontractors' 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 13.18 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. 13.18 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 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. 13.19 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 Consultant's SOQ, the documents shall govern in the order listed herein. 2636883.1 11 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 Consultant. Consultant 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 Consultant. 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. [SIGNATURES ON FOLLOWING PAGES] 2636883.1 12 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: Bevelyn J. Bender, Town Clerk (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On , 2016, 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) 2636883.1 13 "Consultant" HUNT & CARAWAY ARCHITECTS, LTD., an Arizona corporation By. Name: Title: executive, Xtce . 11 (ACKNOWLEDGMENT) STATE OF ARIZONA )ss. COUNTY OF MARICOPA ) On mot -c" -30 2,c)\�-�- L , 2016, before me personally appeared rc the € ccA V%vc er'-Wc"'of HUNT & CARAWAY ARCHITECTS, LTD., an Ari2b'na 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. JAZMYN D JONES NOTARY PUBLIC - ARIZONA MARICOPA COUNTY Notary Public My Commission Expires \J May 5, 2019 r no Ory sea `7- 2636883.1 14 EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HUNT & CARAWAY ARCHITECTS, LTD. [Statement of Qualifications] See following pages. 2636883.1 HUNT & CARAWAY ARCHITECTS =' 11FJ A# 8x NMI I �v - �{ • m _ r 1 Statement of Qualifcations Fire Station No. 2 Architectural Services •P December 6,2015 1yTAZPy� 1J}af is �Ek1. Table of Contents General Information Tab A Experience and Qualifications of the Vendor Tab B Key Positions Tab C Project Approach Tab D Schedule of Work Tab E Appendix AV fol ���f j ENGIN' 1�, I �I `.� a Tab � 1 Gen I� 1. D December 16, 2015 Paul Mood Fountain Hills Town Hall Council Chambers 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 RE: Statement of Qualifications I Fire Station #2 Architectural Services Dear Mr. Mood and Members of the Selection Panel: As a design firm solely focused on public facilities, we see the Town of Fountain Hills project as an opportunity for Hunt & Caraway Architects to bring together all of the elements that make us excellent at planning and design. We have designed numerous public works projects over our 21 year history and are excited for the opportunity to work once again for the Town of Fountain Hills. The Town of Fountain Hills will derive great benefit from working with Hunt & Caraway because we offer: • Local knowledge, comparative experience, and a great relationship with the fire department. • Direct, decisive involvement on a principal level that provides quick decision making and professional guidance at every step of the process. • True collaboration by listening to your needs and goals. • Follow through on everything to which we commit. • Professional advice and best design practices from a firm that specializes in public work. • Cost effective solutions that meet cutting-edge design criteria and sustainability goals. Hunt & Caraway Architects is very familiar with the Town of Fountain Hills processes and the Fire Department's operational needs, having developed a permitted set of construction documents for your original Shea Boulevard site and a previous concept for this Fountain Hills Boulevard and Muskrat Lane site. This past relationship and dynamic, along with the alternative approach design concept presented in this proposal, will enable Hunt & Caraway Architects and the Town to gain input from the Palatial Estates property owners and expedite design and construction. Hunt & Caraway Architects has provided a wide range of services for our clients that include assessments of existing sites to full programming, design, and construction for special use facilities. From infill projects to municipal buildings, remodels and additions, Hunt & Caraway has done it all—successfully! Hunt & Caraway has received Addendum 1 dated December 8, 2015 and incorporated it in this response. As well, we have read your Professional Service Agreement and understand all elements therein. Sincerely, Tamara Caraway Executive Vice President Hunt & Caraway Architects 2. Provide Vendor identification information. Explain the Vendor's legal organization including the legal name, address, identification number and legal form of the Vendor (e.g., partnership, corporation, joint venture, limited liability company, sole proprietorship). Provide the name, address and telephone number of the person to contact concerning the SOQ. Hunt & CarawayArchitects is aPhoenix-based architectural firm organized as a corporation with 10 employees. Our office is located at 1747 E. Morten Avenue #306, Phoenix, Arizona. The licenses/registrations held by members of the firm include the following: Tamara Caraway, Registered Architect, State of Arizona #22538; Jonathan Schmid, Registered Architect, State of Arizona #54502; Neil Pieratt, Registered Architect, State of Arizona #54422 The Town of Fountain Hills' main contact will be Principal and Executive Vice President, Tamara Caraway. Ms. Caraway is located at the Hunt & Caraway office at 1747 East Morten Avenue, #306 in Phoenix, Arizona. She can be reached at the office at 602.595.8200 or on her cell at 602.770.3115. 3. Identify the location of the Vendor's principal office and the local work office, if different from the principal office. Our office is located at 1747 E. Morten Avenue #306, Phoenix, Arizona. All services will be provided from this office, located 22 miles from Town of Fountain Hills' offices. 4. Provide a general description of the Vendor that is proposing to provide the Services, including years in business. Hunt & Caraway Architects is a full service architecture firm and has been in business for 21 years. Since our founding in 1994, we have focused on municipal architecture that implements new design, building systems, and construction materials, while remaining committed to environmentally sustainable design principles. 5. Identify any contract or subcontract held by the Vendor or officers of the Vendor that has been terminated within the last five years. Briefly describe the circumstances and the outcome. Hunt & Caraway Architects has not been terminated, nor our services discontinued, within the past 5 years. 6. Identify any claims arising from a contract that resulted in litigation or arbitration within the lastfive years. Briefly describe the circumstances and the outcome. Hunt & Caraway Architects has not been involved with, nor has pending any litigation or arbitration within the past 5 years. 7. Vendor Information Form. Attached as appendix. Hunt& Caraway Architects I Town of Fountain Hills ,, I Tab B Experience & Qualifications of the Vendor JAI a Ir c m a, x CD n M m(D Ln2, 1. Provide a detailed description of the Vendor's experience in providing similar services to municipalities or other entities of a similar size to the Town; specifically relating experience with respect to the design of fire stations, pre - design development and architectural programming, schematic design, design development, construction documents, bidding and evaluation, management of construction and post construction services. Hunt & Caraway has a long tradition of serving public institutions through thoughtful, yet budget -conscious, design. We have designed fire stations and public safety facilities from ground up, modern architectural design, to the restoration and renovation of historical buildings. We are dedicated to public design; therefore we have a long resume of public projects. Below is a list of recent completed public projects. • Arizona Army National Guard, Camp Navajo Fire Station, Belmont, AZ, LEED Silver • Arizona Army National Guard Fire Station at Silverbell, Marana, AZ • City of Avondale Fire Station Nos. 173 and Remodel Fire and Police Substation No. 171, Avondale, AZ • City of Casa Grande Fire Station No. 501 Structural Retrofit • City of Casa Grande Fire Station No. 502 Addition & Remodel Planning • City of Casa Grande Fire Department New Fire Station #504, Casa Grande, AZ • City of Glendale Fire Station #156 and #157, Renovation of FS Nos. 151-155, Glendale, AZ • City of Glendale Adult Center, Glendale, AZ • City of Glendale TMC/EOC Remodel, Glendale, AZ • City of Phoenix Fire Station No. 60, Phoenix, AZ • City of Scottsdale D.C. Ranch Public Safety Facility, Fire Station and Police Sub -Station, Scottsdale, AZ • City of Scottsdale Fire Station #609, #610, #614 • City of Scottsdale Mounted Patrol Office & Barn, Expansion District 3 Patrol Station • City of Scottsdale Remodel Public Service Building • City of Surprise Fire Station #301 and #303 • Pinetop Fire District Fire Station No. 2, Pinetop, AZ • Sun City West Fire District Administration Building • Sun City West Fire District Fire Station Nos. 101 Remodel and/or Additions, Sun City West, AZ • Sun Lakes Fire District Remodel/Expansion Fire Station No. 2, Sun Lakes, AZ • Sun Lakes Fire District, Fire Station #1, Sun Lakes, AZ A limited number of LEED projects have been completed around the State of Arizona, however Hunt & Caraway completed the first LEED Silver facility for the Arizona Army National Guard on the Camp Navajo Training Facility. Hunt & Caraway design team members are LEED accredited professionals with experience in the submittal and documentation of multiple LEED projects. Although the Town of Fountain Hills is not seeking LEED certification, Hunt & Caraway strives to design high performing, long -life, easy to maintain facilities, predicated on sustainable principles. Our experience with LEED provides a strong basis to design an environmentally friendly facility within budget. Hunt& Caraway Architects I Town of Fountain Hills 2. Provide a list of three public or private organizations of a similar size or similar operation to the Town in which work has been performed. This list shall include, at a minimum, the following: (a) Name of company or organization. (b) Owner or representative directly responsible for oversight of the project (c) Owner/representative's address, telephone number and email address. 3. A Past Performance Verification Form ("PPVF') is included in Section A, Part V. Provide a copy of the PPVF to the owner/representative of the three organizations listed above to complete and submit to the Town via email or facsimile prior to the date and time listed on the form. It is the Vendor's responsibility to ensure that the Town receives the PPVF prior to the deadline. Name Phone Owner 373 E Val Vista Road City of Casa Grande Scott Miller, Fire Chief Casa Grande, AZ 85222 Completed P: 520-421-8777 x5940 Scott Miller 520-421-8777 City of Casa E: smiller@ci.casa-grande.az.us April 2011 $3,700,000 5850 W Glendale Avenue City of Glendale Bill Passmore, Engineering Glendale, AZ 85302 Department 623-930-3647 October 1998 E: bpassmore@glendaleaz.com Glendale Fire Department, (Concrete molding 2625 S 19th Avenue City of Phoenix James Zwerg, Project Manager CityofGlendale Phoenix, AZ 85009 structural remediation $2,161,000 602-370-7639 Center& Fire Science 111 September2015) E: iames.zwen-,4Yvhoenix.,vov 3. A Past Performance Verification Form ("PPVF') is included in Section A, Part V. Provide a copy of the PPVF to the owner/representative of the three organizations listed above to complete and submit to the Town via email or facsimile prior to the date and time listed on the form. It is the Vendor's responsibility to ensure that the Town receives the PPVF prior to the deadline. Name Phone Owner Projectof Date •. Completed Scott Miller 520-421-8777 City of Casa City of Casa Grande Fire April 2011 $3,700,000 x5940 Grande Station #504 Fire Station #157 October 1998 Glendale Fire Department, (Concrete molding Bill Passmore 623-930-3647 CityofGlendale Emergency Operations structural remediation $2,161,000 Center& Fire Science 111 September2015) Classrooms James Zwerg 602.370.7639 City of Phoenix City ofPhoenix Fire Station March 2008 $3,562,706 Fire Department #60 Hunt& Caraway Architects Town of Fountain Hills �pl to w 1. Identify each key personnel member that will render services to the Town including title and relevant experience required, including the proposed Project Manager and Project Engineer. Tamara D. Caraway, AIA I Executive Vice President and Project Architect As the Principal in Charge, Tamara will develop contracts and fees based on scope of service with owners and consultants; programming and concept design; design development; supervising project managers and staff; develop, coordinate, and ensure production and completeness of construction documents; oversee quality controls, participate in construction administration. Architect Tamara Caraway has over 35 years of experience in the planning, programming, design, and construction administration of public safety, educational, municipal, religious, multi -family, and commercial architecture. As project architect, she works one-on-one with the client and stakeholders to understand the client's goals and objectives to develop conceptual design ideas. Jonathan Schmid, RA, LEED AP I Project Manager Jonathan Schmid has worked with Hunt & Caraway Architects for the past 17 years as a team member on a variety of educational, public safety, municipal, and religious projects. He holds a LEED Accredited Professional title and is a Registered Architect. Mr. Schmid's knowledge of emerging technology enhances his ability to organize and effectively complete projects on time with Owner satisfaction. Jon will work directly with the Town of Fountain Hills during the initial programming and planning phases to identify and respond to their needs within the project design. As project manager, he is responsible for the coordination with consultants in addition to supervising the drafting team and formulation of all construction drawings. He will have overall management of the project schedule and provide quality control. David Buchli I Construction Administrator David has over 36 years of construction administration experience working for both architects and contractors, which will benefit the Town of Fountain Hills through his ability to foresee all issues and keep the construction activities moving along schedule. He will administer construction activities, attend weekly owner, architect and contractor meetings, and prepare meeting minutes. He is also responsible for reviewing pay applications, change order requests, and material test data. He will answer Requests for Information, issue Architectural Supplemental Instructions and Proposal Requests, coordinate design consultant activities, prepare punchlists, and coordinate warranty repairs with the Town of Fountain Hills and the general contractor. 2. Indicate the roles and responsibilities of each key position. Include senior member of the Vendor only from the perspective of what their role wil be in providing services to the Town. Hunt& Caraway Architects I Town of Fountain Hills 3. If a subcontractor will be used for all work of a certain type, include information on this subcontractor. A detailed plan for providing supervision must be included To effectively manage and communicate with our subcontractors, Hunt & Caraway Architects works in realtime through electronic transfer. Utilizing Revit and Software 360 allows all stakeholders to track various stages in the building's lifecycle, from concept to construction. All consultants use Revit as a tool for clash/collision detection; and every stakeholder is notified as soon as a decision or change is made in Revit. However, there is no substitute for regular, face-to-face meetings with all subcontractors and owner representatives for comprehensive understanding of design input. 4. Attach a rdsume and evidence of certification, if any, for each key personnel member and/or subcontractor to be involved in this Project. Resumes should be attached together as a single appendix at the end of the SOQ and will not count toward the SOQ page limit. Please find the resumes and license registration numbers of key personnel in the Appendix. Hunt& Caraway Architects Town of Fountain Hills CompanyDiscipline Montgomery Engineering & Management Providing quality site plans, grading and 16716 E Parkview Ave # 204 drainage plans, topographic drawings and Civil Engineering Fountain Hills, AZ 85268 plats to residential and commercial customers 480-837-1845 in the Valley of the Sun since 1989. David Montgomery Maven Engineering Maven Engineering provides exceptional Mechanical, 230 Baseline Road, Suite #103 engineering services to meet the diverse Plumbing & Electrical Tempe, AZ 85253 requirements of our clients. Our qualified Engineering 480-303-0180 engineering team has the ability to respond to Kirk Hoffman each client's needs for any size project and to effectively staffmultiple projects simultaneously. Broderick Engineering Broderick Engineering is highly qualified and 6859 E Rembrandt Ave # 124, has experience in diverse project types. They Structural Engineering Mesa, AZ 85212 offer a full range of services for commercial, Phone:(480) 926-6333 educational, medical, industrial, and Greg Broderick residential projects. EJ Engineering Group provides complete Fire EJEngineering Group Protection Engineering, design, hydraulic 21505 N 78th Ave # 125, calculations, flow testing, and due diligence Fire Protection Peoria, AZ 85382 studies for new commercial construction, Phone:(623) 362-1400 educational facilities, health, public safety, John Echeverri military, tenant improvements as well as industriaFinanufacturing, and storage facilities. Marc Taylor Marc Taylor specializes in providing technical 99 E Virginia Ave #225, services, with an emphasis on construction cost Cost Estimating Phoenix, AZ 85004 estimating, value management, procurement, Phone:(602) 799-8032 design management, bid-ability/constructability Marc Taylor reviews, 3D Modeling and scheduling. To effectively manage and communicate with our subcontractors, Hunt & Caraway Architects works in realtime through electronic transfer. Utilizing Revit and Software 360 allows all stakeholders to track various stages in the building's lifecycle, from concept to construction. All consultants use Revit as a tool for clash/collision detection; and every stakeholder is notified as soon as a decision or change is made in Revit. However, there is no substitute for regular, face-to-face meetings with all subcontractors and owner representatives for comprehensive understanding of design input. 4. Attach a rdsume and evidence of certification, if any, for each key personnel member and/or subcontractor to be involved in this Project. Resumes should be attached together as a single appendix at the end of the SOQ and will not count toward the SOQ page limit. Please find the resumes and license registration numbers of key personnel in the Appendix. Hunt& Caraway Architects Town of Fountain Hills l ,a - �' ,�. � {j� �NG1 Est f �H�iMe. A --e- Project �pp!�ach Fire Station No.cral Services PLAN THE PLAN / INITIAL PROGRAMMING MEETING Meet with Owner's designated proj ect representative, and end-user groups as identified, to review the approach, confirm 01 the program and review the current design concept. This meeting help establish the Design Review team members, schedule meetings, establish expectations and responsibilities of team members, identify goals and objectives, and establish the project schedule and set "bench marks". All fundamental elements of program, meetings, presentations, and basis of budizet are developed for Town approval. SCHEMATIC DESIGN PHASE / IMPLEMENT PROGRAM AND SCHEMATIC DESIGN 0 During this phase the team advances with Town approved program to further develop the Concept Design, develop (`J master plan, outline specifications, and construction cost. Estimate for building and site costs separately. Obtain approval of schematic phase from Town prior to next phase. DESIGN DEVELOPMENT PHASE / DEVELOP SCHEMATIC DOCUMENTS INTO DESIGN 03 At this phase the team will discuss key building systems compatible to existing; review options for energy savings, including exterior building materials. Hunt & Caraway will review these options with the Design Review Team, solicit input from all stakeholders, share discovery findings of the existing conditions, and provide options. We will review the three imperatives, Scope, Quality and Budget, back -checking to ensure all program elements have been satisfied. The final step will be to obtain approval of Design Development Phase before progressing to the Construction Documents Phase. Hunt & Caraway uses historical cost information for estimating with a third parry review for real- time relevancy and market data. Regular meetings in this phase are critical for effective cost management. CONSTRUCTION DOCUMENTS PHASE / DEVELOP FINAL BID DOCUMENT 4W Hunt & Caraway will develop Construction Documents Final drawings, Narrative, Final Specifications (CSI Format), O Final Calculations, and Final Cost Estimate, once again reviewing the three imperatives, Scope, Quality and Budget and back -checking to ensure all program elements have been satisfied. We will obtain permit approval of Construction Documents Phase before bid solicitations and review and seek approval by the Design Review Team. CONSTRUCTION BID/AWARD PHASE / BIDDING AND NEGOTIATION During this phase documents will be distributed for bidding to achieve the best possible price. Hunt & Caraway will 05 respond to bid questions or clarification and issue addendum. We will review, administer and make recommendations to award to construct. We will facilitate the Pre -Bid Conference with the Town, and assist in conducting the bid opening and evaluation and recommendation. CONSTRUCTION PHASE / CONSTRUCTION CONTRACT ADMINISTRATION Hunt & Caraway will attend and co -facilitate pre -construction meetings to establish staging, operations requirements 06 per local jurisdictions, communication processes, and meeting documentation. We will review shop drawings and submittals, issuing construction reports and necessary documents (RFI, ASI, PR, CO). As a team we will monitor progress (review 3 week construction look ahead schedule); reject nonconforming materials or workmanship; review pay applications, review "as -built" documentation regularly. Additionally we will oversee development of a "Punch List" and issue the Certificate of Substantial Completion and conduct final walk-through with Design Review Team. POST CONSTRUCTION PHASE / CLOSEOUT AND COMPLETION 07 During the Post Construction Phase we will ensure all project closeout documents are completed (as-builts, certificate of occupancy, O & M Manuals and final pay application), systems and equipment personnel training is executed, and conduct a warranty and one or two year post -construction evaluation. We will be present and dedicated to the Town. We pride ourselves on giving honest assessments to design problems, always making certain that our design recommendations are achieved through the collaboration process. As a team, we are here to listen to your wants and needs and make things happen! Principal involvement at every step, listening to the Town and end-users, and following through to help the Town make the best decisions is our primary job. We commit to ensuring your money is spent efficiently and gives the Town the best facilities to continue keeping the community safe. Hunt & Caraway Architects has the manpower, skills and resources to complete Fire Station No. 2 on schedule, while also achieving budget, quality, and safety goals. 2. Describe any alternate approaches, if it is believed that such an approach would best suit the needs of the town. Include rationale for alternative approaches and indicate how the vendor will ensure that all efforts are coordinated with the Town's Representatives. Hunt & Caraway Architects understands the Town of Fountain Hills has previously engaged consultants to provide assessment and preliminary design documents for site utilization, including a traffic signal study. This is an excellent way to gather key information and a critical exploratory phase to gain insight on community perceptions and develop an understanding of tasks to proceed into a full design and engineering plan. We have provided and facilitated this early pre -planning process with other municipalities and public projects; this experience will enable us to utilize the information collected and developed to date to efficiently move forward developing a comprehensive site plan, design concepts / options and bidding documents for a facility that meets your budget and schedule requirements. 0 Utilizing a process involving all stakeholders, Hunt & Caraway endeavors to inform you as the client so critical decisions will be based on the conscientious, explicit, and judicious use of current best evidence collected. This results, when effectively translated by a creative, innovative team into a total pleasing environment: appealing public image from the street as you approach the facility, a confident visitor who easily navigates to find where they are going, safe vehicular and pedestrian movement between large emergency vehicles and visitors, and most important — a facility that is welcome within the residential environment — where the community has their thumbprint on the design. Culling information from the comprehensive documents produced from your pre -planning meetings, Development Services and Planning and Zoning Departments for land use/open space and landscape, Hunt & CarawayArchitects will transform your site on Fountain Hills Boulevard and Muskrat Lane to a high performing sustainable and environmentally friendly facility the community will be proud of. We recognize the commitment and passion of our first responders to their profession of protecting the community. The fire station is not only a place of work but also a home for our emergency responders. It is imperative to integrate their home into the fabric of the natural and beautiful environment Fountain Hills is so well known for. The station should be a reflection of the community, preserving the scenic views of the surrounding mountains; the Sonoran Desert and natural vegetation are all treasures to protect. Hunt & Caraway Architects' mission is to provide solutions that meet the Town of Fountain Hills citizens, Mayor, Fire Chief and first responders, City Council, and Development Services Director's goals and expectations. Hunt& Caraway Architects Town of Fountain Hills 7 0 During our visit to the site, Hunt & Caraway Architects made a number of observations to provide an alternative solution to enhance the site, preserve the natural beauty and connect with the neighborhood in ways listed on the following pages: YAtli1J: - Site Plan Elements 1. Provide residential -friendly building elements near existing residences, such as dorms, study, and day room. 2. Ease the turning radius of large emergency vehicles by moving the bays further from the access road. 3. Minimize vertical elements'proximity to residences by moving higher volume bays away from the north residence to reduce obstruction of views and minimize scale. 4. No crossing ofpedestrian orpassenger vehicles on emergency vehicle exit or entry drive. 5. Design takes advantage of existing electrical and sewer locations, reducing connection runs. 6. Secured and private personnel space for employee parking, patio and care of emergency vehicles. Front of Building - Design Elements A. Control and limit public access through design; public access has dedicated parking off ofaccess road with direct pedestrian access to only north side of building. B. No crossing ofpedestrian or passenger vehicles on emergency vehicle exit or entry drive. C. Utilizing terrain reduces and breaks up roof and building mass. D. Residential elevation blended with community, staggered bays and roof lines for sound mitigation and visual screening. �o Hunt& Caraway Architects I Town of Fountain Hills 8 P.�k LJ 2 0 Back of Building - Design Elements 1. Take advantage of the steep grade to place larger elements at a lower elevation and improve balance of cut/fill of the site. 2. Reduce retaining walls of the site by taking advantage ofplacement of building elements. 3. Secured and private personnel space for employee parking, patio and care of emergency vehicles. 4. Utilizing terrain reduces mass sheet drainage of drives in preliminary design concept, reducing the concentration of driveway mass in the same areas better enables control of water run-off. 5. Private outdoor connection courtyard with extensive scenic site views. ■ n ofFountain Hills 9 w a !E!o ch ule ?fZb�;, 10 If m Ln n s rD c m h 0 X, Provide a schedule of work in the form attached to the Sample Professional Services Agreement as Exhibit D showing key project milestones and deliverables as described in the scope of work A. Consultant shall complete all Services required under the Pre -Design and Architectural Programming Phase within 30 working days after written authorization from the Town to proceed. February 8, 2016 - March 21, 2016. B. Consultant shall complete all Services required under the Schematic Design Phase within 30 working days after written authorization from the Town to proceed. March 21, 2016 -April 25, 2016 C. Consultant shall complete all Services required under the Design Development Phase within 30 working days after receipt of a written authorization from the Town to proceed. April 25, 2016 - May 30, 2016 D. Consultant shall complete all Services required under Construction Document Phase up through and including the Substantial Completion stage within 270 (exclusive of contractor or construction delays) working days after receipt of a written authorization from the Town to proceed. Excluded from this duration is the time associated with the construction document back -check stage. May 30, 2016 - June 19, 2017 (58 working days are for Construction Document and Permit Phase; bar graph schedule based on calendar days) E. Consultant shall proceed with all Services required under the Bidding Phase within 10 working days after receipt of a written authorization from the Town to proceed. August 19, 2017 - October 6, 2017 F. Consultant shall proceed with all Services required under the Construction Phase, upon the commencement of construction, and shall continue through completion and acceptance of the Project by Town. G. The durations stated above include the review periods required by the Town and all other regulatory agencies. Please see our further detailed schedule on the following page. Hunt& Caraway Architects Town of Fountain Hills 10 Hunt & Caraway Architects 1747 East Morten Avenue, Suite 306 - Phoenix, AZ 85020 Phone: 602.595.8200 - Fax: 602.595.8399 Town of Fountain Hills Fire Station No. 2* Feb 1, 2016 Month F M A M J J A S O N D J F M A M J J A S O N D 1st Qtr. 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr. 2nd Qtr 3rd Qtr 4th Qtr Description / Detail 2016 2016 2016 2016 2017 2017 2017 2017 Town Council Award Date 2/4/16 • Kickoff Meeting - Task Analysis / Work Plan Schedule 2/8/16 2/8/16 • Investigation / Document Request 2/8/16 2/8/16 • Town of Fountain Hills Development Services: P&Z / Depts & Bldg. Safety (2/10/16) 2/10/16 • Stake Holder Meeting (2/15/16) 2/15/16 Design Programming (4 wks) - Week of 2/15 - 3/11 2/15 - 3/11/16 • Town Review & Presentations - Week of 3/14/16 3/14/16 Schematic Design 4 wks - Week of 3/21 -4/15 3/21 -4/15/16 • Town Review & Presentations - Week of 4/18/16 4/18/16 Design Development (4 wks) - Week of 4/25-5/20 4/25 - 5/20/16 • Town Review & Presentations 5/23/16 - Week of 5/23/16 Construction Documents (8 wks) - Week of 5/30 - 7/29 (1 wk added for 5/30 - 7/29/16 Memorial and 4th of July Holiday) • Town Review & Presentations - Week of 8/1/2016 8/1/16 • Submittal 2 wks Permit Process - Week of 8/8 - 8/19 8/8 - 8/19/16 Bidding • Advertise for Bids 8/19/16 8/19/16' • Pre -Bid Conference / Addendum 9/19/16 9/19/16 • Bid Opening (9/27/16) 9/27/16 • Awarded (10/6/16) 10/6/16 Construction • Preconstruction Conference (10/10/16) _ 10/10_/16__ • Construction Start (10/17/16 - 6/19/17) (245 days = 8 months) _ _ 10/17/16 -2 19/17 (245 days) _ _ _ _ _ _ 10/24/16 - � I I I • Ground Breaking week of (10/24/16) Occupancy/ Post Construction Start U 5/30/17 5/30/17 6/5/17 • Punch List (6/5/17) • Certificate of Substantial Completion 6/19/17 6/19/17 • Building Dedication - Week of 6/26/17 6/26/17 This schedule will be modified upon Owner input; it is developed based on assumptions known at the time of preparation. Reduction in time can be achieved during Task Analysis Development. Tamara D. Caraway, AIA I Executive Vice President and Project Architect Years of Experience 35 years 117 with Hunt & Caraway Architects Architect Tamara Caraway has over 35 years of experience in the planning, programming, design, and construction administration of public safety, educational, municipal, religious, multi -family, and commercial architecture. As project architect, Tamara Caraway works one-on-one with the client and stakeholders to understand the client's goals and objectives to develop conceptual design ideas. She coordinates the team's collaboration throughout all phases of design and construction to ensure that the construction documents address function, operation, user needs, and unique programming requirements. Tamara also spent several years working on the construction side of the project team, so she is able to provide the Town of Fountain Hills with a well-rounded perspective. Project Experience: • Arizona Army National Guard Fire Station at Silverbell Heliport • Arizona Army National Guard Fire Station at Camp Navajo • City of Avondale Fire Station No. 173 • City of Avondale Remodel Fire and Police Substation No. 171 • City of Casa Grande Fire Department Fire Station Prototype Plans • City of Casa Grande Fire Station No. 504 • City of Casa Grande Fire Station No. 502 Remodel Concept • City of Casa Grande Fire Station No. 501 Structural Retrofit • City of Glendale Fire Station No. 156 • City of Glendale Fire Station No. 157 • City of Glendale Adult Center • City of Glendale Fraternal Order of Police - Obtaining Zoning, General Plan Revision & Use Permits to Remodel Building • City of Glendale Northwest Valley Advocacy Center • City of Glendale Remodel Bethany West Police/Fire Station No. 152 • City of Glendale Remodel five Fire Stations for Bio -hazard Cleaning Rooms • City of Glendale TMC/EOC Remodel • City of Phoenix Fire Station No. 60 • City of Phoenix Remodel City Hall 6th Floor for Traffic Control Center • City of Scottsdale D.C. Ranch Public Safety Facility, Fire Station and Police Sub -Station • City of Scottsdale Fire Station No. 609 • City of Scottsdale Fire Station No. 610 • City of Scottsdale Fire Station No. 614 • City of Scottsdale Mounted Patrol Office & Barn, Expansion District 3 Patrol Station • City of Scottsdale Rio Montana Park Fire Station • City of Scottsdale Remodel Chaparral Park Service Building • City of Scottsdale Remodel Public Service Building • City of Surprise Fire Station No. 301 • City of Surprise Fire Station No. 303 • Sun City West Fire Administration and Maintenance • Town of Buckeye Sundance Park • Golder Ranch Fire District Fire Station • Pinetop Fire District Fire Station No. 2 • Sedona Fire District Fire Station No. 3/ Village of Oak Creek Canyon Hunt& Caraway Architects Town of Fountain Hills Jonathan Schmid, RA, LEED AP I Project Manager Years of Experience 17 years 117 with Hunt & Caraway Architects Jonathan Schmid has worked with Hunt & Caraway Architects for the past 17 years as a team member on a variety of educational, public safety, municipal, and religious projects. He holds a LEED Accredited Professional title and is a Registered Architect. Mr. Schmid's knowledge of emerging technology enhances his ability to organize and effectively complete projects on time with Owner satisfaction. As a team member, he will work directly with the Owner during the initial programming and planning phases to identify and respond to their needs within the project design. As project manager, Mr. Schmid is responsible for the coordination with consultants in addition to supervising the drafting team and formulation of all construction drawings Project Experience: • Arizona Army National Guard Fire Station at Silverbell Heliport • Arizona Army National Guard Fire Station at Camp Navajo • City of Avondale Fire Station No. 173 • City of Avondale Remodel Fire and Police Substation No. 171 • City of Casa Grande Fire Station No. 504 • City of Casa Grande Fire Station No. 502 Remodel Concept • City of Casa Grande Fire Station No. 501 Structural Retrofit • City of Glendale Fire Station No. 157 • City of Glendale Adult Center • City of Glendale TMC/EOC Remodel • City of Phoenix Fire Station No. 60 • City of Scottsdale D.C. Ranch Public Safety Facility, Fire Station and Police Sub -Station • City of Scottsdale Fire Station No. 817 (now 610) • City of Scottsdale Fire Station No. 818 (now 614) • City of Surprise Fire Station No. 301 • City of Surprise Fire Station No. 303 • City of Surprise Fire Stations No. 305 and No. 306 Conceptual Study • Golder Ranch Fire District Fire Station • Pinetop Fire District Fire Station No. 2 • Sun City West Fire Administration Building • Sun City West Fire Station Concept • Sun Lakes Fire District Demolish and Rebuild Replacement Fire Station No. 1 • West World Police Barn • Young Town Police Station Remodel Hunt& Caraway Architects Town of Fountain Hills David Buchli I Construction Administration Years of Experience 36 years 12 with Hunt & Caraway Architects David has over 36 years of construction administration experience working for both architects and contractors, which will benefit City of Scottsdale through his ability to foresee all issues and keep the construction activities moving along schedule. He will administer construction activities, attend weekly Owner, Architect and Contractor meetings, and prepare meeting minutes. He is also responsible for reviewing pay applications, change order requests, and material test data. He will answer Request for Information, issue Architectural Supplemental Instructions and Proposal Requests, coordinate design consultant activities, prepare punchlists, and coordinate warranty repairs with the Town of Fountain Hills. Project Experience: • Arizona Western College Learning Center, Dormitory Remodel, Classroom/ Computer Room and Science Lab Renovations, Campus Wide Infrastructure Improvements, and Student Union Renovations • Peoria Unified School District, Elementary #29* • Higley Unified School District Bus Maintenance Facility Remodel • Centennial Elementary • Chaparral Elementary • Gateway Pointe Elementary • Cortina Elementary • Higley Elementary & Middle School • Higley High School • Power Ranch Elementary • Dysart Unified School District, Bus Transportation and Maintenance Facility* • Dysart Unified School District, 10 New Elementary Schools* • Shadow Ridge High School* • Dysart Pre -School* • Dysart Unified School District, Elementary School Renovations* * denotes projects completed by Hunt & Caraway team members while at other firms Hunt& Caraway Architects Town of Fountain Hills Civil Engineer Mr. Montgomery is a registered Civil and Structural Engineer in Arizona with over 39 years of engineering experience including 25 years as owner and manager of Montgomery Engineering & Management, LLC. He has also worked as a project manager for Kitchell CEM for 5 years on public construction projects in Arizona and California. Prior to that Mr. Montgomery worked for Davy McKee on large structural engineering projects and for Black and Veatch Consulting Engineers on power facilities design with 2 years of construction management. Related Project Experience • Site design for public projects including Fountain Hills Fire Stations on Saguaro Boulevard and Shea Boulevard. • Residential subdivision designs including plat, grading, roads, drainage, surveying, hillside analysis, sewer plans and water plans. Projects include DC Ranch (19 Lots), Diamante Del Lago (139 lots), Greenfield Heights (58 lots), Eastview Estates (23 lots), Thunder Ridge Condominiums (81 units), Villa Estates (40 units), LaStrada Condominiums (60 units), Villas at Firerock Condominiums (26 units), Mirage Heights (52 units), Westridge Village (87 lots) and many other projects throughout the valley. • Custom residential site plans for thousands of lots. Plans include grading, retaining walls, hydrology studies, drainage, surveying and driveways. • Topographic surveys of Saguaro Boulevard for Fountain Hills Sanitary District plus residential and commercial lots throughout the valley. • Site development plans for low income housing in Phoenix, Arizona. • Site development plans for commercial and industrial projects in the Phoenix area. • Paving design for alleys in Fountain Hills, Arizona including grading, drainage and street design. • Project Manager for $150 million State Prison in southern California, $10 million expansion of Sun Devil Stadium entrance building, police facility in Pasadena, California and schools in Arizona. • Structural design of power transmission lines, industrial facilities, materials handling structures, office buildings, churches and retaining walls. Hunt& Caraway Architects Town of Fountain Hills Mechanical, Plumbing and Electrical Engineering Kirk Hoffman has over 32 years of experience in the mechanical engineering and consulting profession. Mr. Hoffman has experience on both large and small projects and has provided excellent engineering design with attention to all levels of details. Over the last 4 years he has been designing electrical projects with the intent to pursue his Electrical Engineering professional registration. The combination of Mechanical and Electrical background gives him a unique and comprehensive overview of the MPE systems that go into a building. Mr. Hoffman is also experienced with computer and software programs that support the state of art engineering technology, including AutoCAD, energy analysis programs, and HydroCAD fire protection software, DesignMaster mechanical and electrical programs. Related Project Experience • Casa Grande Fire Station #504, Casa Grande, AZ • Eloy Fire District Station #521, Eloy, AZ • Department of Economic Security — Washington Business Park, Phoenix, AZ • Department of Economic Security —Apache Junction • Arizona Department of Administration - Phoenix, AZ • Maricopa County Southeast Facility - Phoenix, AZ • US CORP RECRUITING — LITCHFIELD - Litchfield, AZ • US CORP RECRUITING — CASA GRANDE — Casa Grande, AZ • FBI TENANT IMPROVEMENT - Lake Havasu, AZ • ASU various projects — Tempe, AZ Structural Engineer Broderick Engineering, LLC, is a full service Civil & Structural engineering firm. Mr. Greg Broderick, P.E., M.S., is the principal in charge. Mr. Greg Broderick has over fifteen years of experience in his field. Mr. Greg Broderick's experience encompasses; educational facilities, municipal projects, commercial projects, religious facilities, and medical facilities. Mr. Greg Broderick established Broderick Engineering LLC, on September 2, 2005, in order to provide, and maintain, a quality of professional services to the client. Prior to establishing Broderick Engineering LLC, Mr. Greg Broderick was the Vice President of a thirty person firm and managed a branch office. Broderick Engineering has offices in Mesa and Tucson Arizona Related Project Experience • Fountain Hill Fire Station #2, Fountain Hills, AZ • Arizona Army National Guard Silverbell Fire Station, Marana, AZ • Avondale Fire Station #171 Addition, Avondale, AZ • Avondale Fire Station #173, Avondale, AZ • Camp Navajo Fire Station, Camp Navajo, AZ • Camp Navajo Control Range Tower addition, Camp Navajo, AZ • City of Phoenix Old Fire Station No. 30 — Partition Beam, Phoenix, AZ • City of Phoenix Fire Station No. 31 & 42 — Column removal at Bay, Phoenix, AZ • City of Tucson Public Safety Training Academy - Dormitory Facility, Tucson, AZ • City of Tucson Public Safety Training Academy - USDA Forest Service Heliport Facility — Tucson, AZ • City of Tucson Fire Station No. 6 & 7, Tucson, AZ • City of Tucson Lambert Lane Fire Station, Tucson, AZ • City of Tucson Fire Department Storage Facility, Tucson, AZ • Golder Ranch Fire Station, Oro Valley, AZ • McNary Fire Station, McNary, AZ • Northwest Fire Station #35, Tucson, AZ • Silverbell Fire Station, Marana, AZ • Snowflake Fire Station, Snowflake, AZ • Surprise Fire Station No. 301& 303, Surprise, AZ • Sun City West Fire Administrative Facility, Sun City, AZ • Sun Lakes Fire Station No. 1 & 2, Sun Lakes, AZ • White Mountain Fire Management Building, Whiteriver, Arizona Hunt& Caraway Architects Maven Engineering, ACC Town of Fountain Hills Fire Protection John Echeverri started EJ Engineering in January of 2000. He has personally engineered thousands of wet -pipe, dry -pipe and clean agent fire protection systems for small tenant improvement projects to large facilities of 600,000 sf or more in size. Projects include Private, Federal, State and Municipal projects of all types and scope. He has been a part of the local industry since 1984 for both his current firm and the two prior engineering firms where he was the director of their respective FP Departments. John and our team of certified designers, licensed professional engineers and licensed contracting professionals are acutely aware of the intense coordination and precision required for all types of fire suppression projects. Our goal is to give our Clients complete peace of mind and provide them with value-added services. We always want to secure a long-term relationship with each Client. Related Project Experience • Apache Junction Fire Station 265 —Apache Junction, Arizona • Buckeye 3 & 4 Bay Fire House Prototype Designs - Buckeye, AZ • Buckeye Fire House 3 & 704 — Buckeye, Arizona • Buckeye Fire House - Verrado — Buckeye, Arizona • Buckeye Valley Fire Station — Buckeye, AZ • Chandler Fire Department Headquarters — Chandler, Arizona • Chandler Fire Station 3 — Addition/Renovation — Chandler, Arizona • Drexel Heights Fire Station — Tucson, Arizona • Lake Havasu Fire Station 1 — Lake Havasu City, Arizona • Mesa Fire Station 218, 219, 203 — Mesa, Arizona • Phoenix Fire Station 52 & 60 — Phoenix, Arizona • Pinetop Fire Station 110 — Pinetop, Arizona • Scottsdale ARFF Fire Station No. 609 (812) — Scottsdale, Arizona Cost Estimating Marc Taylor has completed $6 billion in both horizontal and vertical construction projects throughout the Southwestern United States. He specializes in providing technical services, with an emphasis on construction cost estimating, value management, procurement, design management, bid-ability/constructability reviews, 3D Modeling and scheduling. Marc has overseen the design process; estimating, procurement, construction and closeout of 35 design -build projects. He has led the preconstruction process from concept through GMP on 76 Construction Management at Risk projects and has worked on over 400 projects as a consultant to architects, general contractors, developers, owners, subcontractors and sureties. Marc's primary goal is to make sure the program meets the budget, design intent and contractual obligations through strong leadership and planning. Related Project Experience • City of Mesa Police Holding Facility Improvements, Mesa, AZ • City of Mesa Police Department Firearms Range Improvements, Mesa, AZ • City of Surprise Public Safety Building, Surprise, AZ • IXP Emergency Operations Center Master Plan Study, Cottonwood, AZ • City of Phoenix 911 Fire Dispatch Center, Phoenix, AZ • Pima Emergency Communications and Operations Center, Tucson, AZ • Scottsdale Stadium & Club SAR Renovations, Scottsdale, AZ • Adaptive Recreation Building Remodel, Scottsdale, AZ • Via Linda Senior Center Automated Controls Upgrades, Scottsdale, AZ • Mustang Library Automated Controls Upgrades, Scottsdale, AZ • City Hall Automated Controls Upgrades, Scottsdale, AZ E*J Engineering Group MARC TAYLOR INC. Hunt& Caraway Architects I Town of Fountain Hills SECTION A TOWN OF FOUNTAIN HILLS DEVELOPMENT SERVICES DEPARTMENT IV. VENDOR INFORMATION FORM By submitting a Statement of Qualifications, the submitting Vendor certifies that it has reviewed the administrative information and draft of the Professional Services Agreement's terms and conditions and, if awarded the Agreement, agrees to be bound thereto. Hunt & Caraway Architects VENDOR SUBMITTING SOQ Tamara Caraway, Executive Vice President PRINTED NAME AND TITLE 1747 E Morten Ave ADDRESS Phoenix AZ 85020 CITY STATE ZIP WEB SITE: www.huntcarawgy.com 86-0774530 FEDERAL TAX ID NUMBER AUTHORIZED SIGNATURE 602-595-8200 602-595-8399 TELEPHONE FAX # December 16, 2015 DATE E-MAIL ADDRESS: tcaraway&huntcaraway.com 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. 2491699.1 A-10 HUNT & CARAWAY ARCHITECTS 1747 East Morten Avenue #306 Phoenix, Arizona 85020 www.huntcaraway.com Exhibit "B" — Hourly Fee Schedule A Supplement to AIA Document B101-2007 ARCHITECT'S HOURLY RATE AND MARK-UP FOR ADDITIONAL SERVICES ARCHITECTURAL STAFF HOURLY RATE Principal Architect $ 175 Project Manager $ 120 Auto CADD/Technical $ 95 Construction Administration $ 120 Clerical/Support $ 60 MECHANICAL/PLUMBING & ELECTRICAL STAFF HOURLY RATE Manager $ 175 Engineer $ 160 Senior Designer $ 115 Drafter $ 85 Clerical $ 75 FIRE PROTECTION STAFF HOURLY RATE Manager $ 160 Engineer $ 145 Senior Designer $ 95 Drafter $ 80 Clerical $ 70 STRUCTURAL STAFF HOURLY RATE Manager $160 Engineer $150 Drafter $ 75 Clerical $ 40 Special Inspection $ 100 Hunt & Caraway Architects Page 1 CIVIL STAFF Manager Engineer Drafter CAD Operator LANDSCAPING STAFF Manager Designer Drafter Clerical FOOD SERVICES STAFF Manager Designer CAD Operator Clerical Authorized Signature: Exhibit "B" — Hourly Fee Schedule A Supplement to AIA Document B101-2007 HOURLY RATE $110 $100 will HOURLY RATE $150 $100 6111 HOURLY RATE $120 $ 95 Hunt & Caraway Architects Page 2 EXHIBIT B TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HUNT & CARAWAY ARCHITECTS, LTD. [Scope of Work] See following pages. 2636883.1 SCOPE OF WORK Fire Station No. 2 Architectural Services 1. General Scope of Work. Consultant shall provide the Services, which are further delineated as follows: (A) pre -design and architectural programming, (B) schematic design, (C) design development, (D) construction documents, (E) bid and award services and (F) construction and post -construction services (the "Services") for the Town's Fire Station #2, consisting of a new 5,000 s.f. fire station plus three apparatus bays totaling 3,900 s.f. with auxiliary space, (the "Project"). The Services shall also include site work, consisting of (A) shared access driveway with EPCOR, (B) parking, (C) landscaping, (D) the relocation of an existing 50 kW emergency generator, (E) coordination of communication tower with Rural Metro and (F) Fountain Hills Boulevard median improvements and preemptive warning flashers. Consultant shall be responsible for the professional quality, technical accuracy and the coordination of all studies, reports, projections, master plans, designs, drawings, specifications and other Services furnished by Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors or omissions in its studies, reports, projections, master plans, design, drawings, specifications and other Services. Consultant shall provide a detailed scope of work to cover all aspects and disciplines necessary for a separate contractor to construct a fully operational and functional facility. The Town's representatives for this Project are Development Services Director Paul Mood, Fire Chief Randy Roberts and Assistant Fire Chief Dave Ott ("Town Representatives"). The Town reserves the right to adjust the Scope of Work to eliminate tasks, as necessary, to accommodate time and/or budgetary constraints. 1.1 Budget. The Consultant shall complete the schematic design, design development, and construction documents, such that construction cost of the Project designed by Consultant will not exceed the Town's estimated construction budget of $2,800,000 for the General Scope of Work identified in Paragraph 1 and shall not proceed from one phase to another unless the budget for the phase in is compliance with the construction budget or any approved revised construction budget. If at any time during the design of the Project it appears the cost of construction may exceed the construction budget, Consultant shall immediately notify the Town. If the proposed design would cause the construction budget to be exceeded, Consultant shall provide the Town with "value engineering" alternatives for the Project at no additional cost to the Town. 1.2 Logs. Consultant shall maintain a log of site visits or discussions held in conjunction with the Services, with documentation of major discussion points, observations, decisions, question or comments. These shall be furnished to the Town for inclusion in the overall Project documentation. 1.3 ADA. All designs and specifications prepared by Consultant shall comply with the Americans with Disabilities Act, as determined by permitting agencies. 2636614.1 2. Pre -Design and Architectural ProgrammingPhase. 2.1 Project Initiation. Upon final execution of the Agreement with Town, the Consultant shall: A. Task Analysis; Schedule. Meet with the Town and the Town's Representatives to prepare a detailed task analysis and work plan for documentation in a computer-generated project schedule. Town's Representatives will produce the final scheduling format based on data furnished by Consultant. This task analysis and work plan will identify specific tasks including, but not limited to, interviews, data collection, required Town filing standards, analysis, report preparation, planning, Architectural Programming Phase, Schematic Design Phase, Design Development Phase and Construction Document Phase. Also identified will be Design Phase milestone activities or dates, specific task responsibilities including presentations, estimates and required times for completion and additional definition of deliverables. B. Review Work Plan. Review the developed work plan with the Town and the Town Representatives to familiarize them with the proposed tasks and schedule and develop necessary modifications. C. Kick-off Meeting. Participate in a general Project kick-off meeting to include the Consultant's appropriate subconsultants, Town staff and Town Representatives. The Project kick-off meeting will: 1. Introduce key team members from the Town, the Town Representatives and the Consultant to each other and define roles and responsibilities relative to the Project. 2. Identify and review pertinent information and/or documentation from the Town necessary for the completion of the Project. 3. Review and explain the overall project goals, general approach, tasks, work plan, procedures and deliverable products of the Project. 4. Review and explain the task analysis and Project work plan for all parties present; determine any adjustments or fine tuning that needs to be made to the work plan. 5. Review documentation of the Project kick-off meeting prepared by Consultant and comment prior to distribution. 6. Consultant shall record and distribute Project kick-off meeting minutes to all parties in attendance. 2636614.1 2 2.2 Development of Architectural Programming; Programming Phase. Consultant shall perform pre -design investigations to establish appropriate guidelines around which and within which the Project is to be designed. Consultant shall identify design issues relating to functional need, directives and constraints imposed by regulatory codes. The design of the Project shall take into consideration impacts of the Project on neighboring residential uses. The Consultant shall: A. Critical Issues. Identify critical issues affecting: Project completion and certification; significant site considerations; applicable planning and zoning requirements; applicable Town Code requirements; applicable fire and life safety requirements; sanitary and storm sewer service requirements; electrical power service and requirements; heating, ventilating and air conditioning requirements; natural gas availability and requirements, dry utilities and domestic and fire water service requirements and shall immediately notify the Town Representatives of any such issues. Consultant, along with its subconsultants, shall notify and coordinate all utility companies and Town departments of Project needs and schedules and coordinate utility company construction plans and conflict reviews. Utility company construction plans shall be incorporated into the construction bid documents as required. B. Design Schedule. Develop and manage the design schedule. C. Public Meetings. Assist the Town Representative(s) in conducting a minimum of two public/neighborhood information meetings at a location designated by the Town and provide renderings, sketches and other information to adequately communicate Project information to the public. Meeting dates and times (to be determined) shall occur at the Schematic Design Phase and the Design Development Phase for community comment and input. D. Stakeholder Meeting. Conduct an architectural programming meeting with Town's selected project stakeholders, if any, at the discretion of the Town. E. Estimate Construction Cost. Develop an estimate of probable construction cost for the Project based on the developed functional architectural programs as approved by Town. 1. All costs are to be based on recent bid prices for similar projects, with escalation rate and duration clearly identified as a separate line item. The rate of cost escalation and projected bid and construction dates are to be as approved by the Town Representatives. 2. Contingencies for design, bidding or construction, if included in the estimate, are to be included as individual line items, with the percentage and base of calculation clearly identified. 2636614.1 3 3. All construction cost estimates developed as set forth above should also be summarized by the applicable Construction Specification Institute ("CSI") category. 4. The Consultant's proposed cost format must be submitted to the Town for review and approval. 5. Subconsultants shall participate in the design meetings as appropriate and shall provide input and feedback into the development of the cost estimate, when required. F. Town Meetings. During the Architectural Programming Phase, it is anticipated that approximately two meetings per month will be convened between the Town, the Town Representative(s) and the Consultant at the Town's municipal offices. Decisions made at such meetings and subsequently approved by the Town shall be binding. Consultant shall record and distribute meeting minutes to all parties in attendance. 2.3 Site Master Planning. Consultant shall prepare a Site Plan showing in detail the elements of the proposed fire station and its supporting elements of site development, including the appropriate accommodations of projected parking, resolution of access and on-site circulation and existing or proposed commitments of land to other uses. 2.4 Completion of Architectural Programming and Master Site Plan Phase. A. Deliverables. Upon completion of the Architectural Programming and Master Site Plan Phase, the Consultant shall provide the appropriate number of copies for the following: 1. Functional and Architectural Programming Report 2. Master Site Plan 3. Estimate of probable construction cost B. Presentations. The Consultant, along with its subconsultants and the Town Representative(s), shall present the programming conceptual design, studies, construction estimate and preliminary construction schedule to the Project team and the Town Manager and shall make any other presentations as shall be reasonably required by the Town. 1. The programming conceptual design studies shall be revised within the program parameters at no additional cost to Town until a final concept has been accepted and approved by the Town. 2636614.1 4 C. Cessation of Architectural Programming and Site Master Planning Phase. Upon completion and review of the functional and Architectural Programming and Site Master Planning Phase, no further work shall be done unless and until Town has given a written notice to proceed to the Consultant for Schematic Design. 3. Schematic Design Phase. The Consultant shall proceed with Schematic Design upon written authorization from Town. Schematic Design shall be prepared from the Programming Phase information and documents approved by Town. 3.1 Meetings. During the Schematic Design development it is anticipated that bi-weekly meetings will be held between the Town, Town Representative(s) and the Consultant to address specific design issues and to facilitate the decision making process. Such meetings shall be held at Town's municipal offices. Decisions made at such meetings and subsequently approved by Town shall be binding. Consultant shall record and distribute meeting minutes to all parties in attendance. 3.2 Deliverables. Upon completion of the Schematic Design Phase, the Consultant shall provide the appropriate number of copies for the following: A. Schematic Design Drawings with alternates B. Outline Specifications C. A statement indicating changes made to the program/master plan D. Schematic Design construction cost estimate, consisting of the following: 1. Unit cost applied to the major items and quantities of work. The unit cost shall reflect the complete direct current cost of work, including labor, material, waste allowance, sales tax and subcontractor's mark-up. General conditions shall be applied separately. This estimate shall be prepared by specification section and summarized by the CSI category. 2. Separate estimates for the Project's building cost from site and utilities cost. Consultant shall submit to the Town and Town's Representative, if applicable, the cost -estimating format for prior review and approval. All estimates shall be priced out at current market conditions. The estimates shall incorporate all adjustments as appropriate, relating to mid -point construction contingency, and cost index (i.e., Lee Saylor Index). 3.3 Presentations. The Consultant along with its subconsultants, and the Town Representative(s), shall present the detailed Schematic Design, construction estimate and preliminary construction schedule to the Project team and the Town Manager and shall make any 2636614.1 5 other presentations as may be reasonably required by Town. Consultant, along with its subconsultants and Town Representatives, shall also present the detailed Schematic Design to the Town Council for comment and input. 3.4 Revisions. The Schematic Design studies shall be revised within the program parameters at no additional cost to Town until a final concept has been accepted and approved by the Town. 3.5 Permits. The Consultant shall identify, coordinate and begin preparation of all regulatory agency reports, permits and inspections that will be required for the Project. 3.6 Cessation of Schematic Design Phase. Upon completion of the Schematic Design Phase, the Town shall have the right to terminate this Agreement upon written notice of such termination to Consultant. The Town shall pay the Consultant only the fee associated with the Services provided for Schematic Design. 4. Design Development Phase. The Consultant shall proceed with the Design Development phase upon written authorization by the Town. The Design Development documents shall be prepared from the Schematic Design documents approved by the Town. 4.1 Meetings. During Design Development, it is anticipated that bi-weekly meetings will convene to address specific design issues and to facilitate the decision making process. Such meetings shall be held at Town's municipal offices. Documented decisions made at such meetings and subsequently approved by Town shall be binding. Consultant shall record and distribute meeting minutes to all parties in attendance. 4.2 Deliverables. Upon completion of the Design Development Phase, the Consultant shall provide the appropriate number of copies for the following: A. Design Development drawings from all disciplines B. Design Development specifications from all disciplines C. Design Development construction cost estimate, which the Consultant shall prepare by specification section, summarized by CSI category. The estimate shall include individual item unit costs of materials, labor and equipment. Sales tax, contractor's mark-ups and general conditions shall be listed separately. 4.3 Presentation. The Consultant, along with its subconsultants and the Town Representative(s), shall present the detailed Design Development, construction estimate and preliminary construction schedule to the Project team and the Town Manager and shall make any other presentations as shall be reasonably required by Town. 4.4 Revisions. The Design Development shall be revised within the program parameters until a final concept has been accepted and approved by Town at no additional cost to Town. 2636614.1 6 4.5 Permits. The Consultant shall provide an update as to the status of all required permit application submittals and approvals. 4.6 Cessation of Design Development Phase. Upon completion of the Design Development Phase, the Town shall have the right to terminate this Agreement upon written notice of such termination to Consultant. The Town shall pay the Consultant only the fee associated with the services provided for Design Development. 5. Construction Document Phase. The Consultant shall proceed with the Construction Document Phase upon written authorization from Town. Construction documents shall be prepared from Design Development documents approved by the Town. The construction documents shall be for the purpose of the Consultant preparing the final documents for the Town's use in bidding the Project construction, after Town's approval of the construction documents. 5.1 Meetings. During the Construction Document Phase, it is anticipated that bi-weekly meetings will convene to address specific design issues and to facilitate the decision making process. Such meetings shall be held at the Town's municipal offices. Documented decisions made at such meetings and subsequently approved by Town shall be binding. Consultant shall record and distribute meeting minutes to all parties in attendance. 5.2 Deliverables. Upon completion of the Construction Document Phase, the Consultant shall provide the appropriate number of copies for the following: A. Complete construction drawings from all disciplines necessary to deliver the Project. B. Complete construction specifications from all disciplines necessary to deliver the Project. C. The final construction cost estimate, prepared by specification section, summarized by CSI category. The estimate shall include individual item unit costs of materials, labor and equipment. Sales tax, contractor's mark-ups and general conditions shall be listed separately. 5.3 Presentation. The Consultant, along with its subconsultants and the Town Representative(s), shall present the detailed construction documents, construction estimate and preliminary construction schedule to the project team and the Town Manager and shall make any other presentations as shall be reasonably required by the Town. 5.4 Revisions. The construction documents shall be revised within the program parameters at no additional cost to Town until a final concept has been accepted and approved by Town. 5.5 Permits. Upon written authorization from the Town, submit construction drawings to all required regulatory agencies for approval. 2636614.1 7 A. Corrections. Make corrections as required, to reflect regulatory agencies' back -check comments into the drawings, specifications and estimate. All such corrections will be made in a timely manner and at no cost to Town. B. Regulatory Comments. Upon approval from all regulatory agencies, Consultant shall provide to the Town any regulatory comments creating additional costs to the Project and confirmation that the final design is within the Project construction budget. C. List of Requirements. Consultant shall furnish a complete, itemized list of all submittal requirements. D. List of Instructions. Consultant shall furnish a complete, itemized list of all special inspections required. 6. BiddingP. 6.1 Delivery of Bid Documents. Consultant shall coordinate the delivery of bid documents to reproduction facility for printing, binding, wrapping and delivery to the bidders. 6.2 Pre -Bid Conference. In conjunction with the Town, Consultant shall facilitate the Pre -Bid Conference arranged by the Town. This conference shall be a forum for the Town and Consultant to explain the Project requirements to the bidders, including information concerning schedule requirements, time and cost control requirements, access requirements, the Town's administrative requirements, technical and other information. 6.3 Inquiries. Consultant shall respond to inquiries related to the contract documents. Consultant shall tabulate and maintain a summary of the inquiries received (verbally at the Pre -Bid Conference and otherwise in writing) and the responses made. 6.4 Bid Opening. Consultant shall assist the Town in conducting the bid opening and evaluating the bids. Consultant shall make recommendations to the Town concerning the acceptance or rejection of bids. filed. 2636614.1 6.5 Bid Protest. Consultant shall assist the Town in evaluating any bid protest 7. Construction Phase. [WITHOUT PM/CM] 7.1 Program Mana emmeent. A. Pre -Construction Conference. In consultation with the Town, the Consultant shall facilitate a Pre -Construction Conference during which Consultant shall review the Project organization, communication protocols, security, responsibilities, M general Project procedures and other matters set forth in the construction contract documents. Consultant shall record and distribute meeting minutes to all parties in attendance. B. Construction Observation. Consultant shall provide contract administration and establish and implement coordination and communication procedures among Consultant, the Town and the selected contractor(s). Consultant shall visit the Project site at least weekly to review the construction progress. Construction observation for the Project shall be performed by Consultant's personnel with sufficient expertise to determine whether the construction is proceeding in accordance with the construction contract documents. C. Procedures for Requests for Information, Submittals. Consultant shall establish and implement procedures for expediting and processing requests for information, shop drawings, material and equipment sample submittals, contract schedule adjustments, change orders, substitutes and payment requests and the maintenance of logs for tracking all relevant information related to the above. Consultant shall maintain weekly job reports and provide to the Town on a weekly basis. If provided for in the construction phase procedures approved by the Town, Consultant shall be the party to whom requests for information, submittals, contractor schedule adjustments, substitutes, change order requests and payment applications shall be submitted. D. Quality Review. Consultant shall establish and implement a program to monitor the quality of the construction to assist in guarding the Town against defects and deficiency in the work of the contractor. While the Consultant shall not be responsible for construction means, methods, techniques, sequences and procedures employed by the construction contractor in the performance of its contract, nor be responsible for the failure of the construction contractor to carry out work in accordance with the contract documents, Consultant shall nevertheless advise the Town whether the construction means, methods, techniques, sequences or procedures will delay the work or cause a defect in the work. Consultant may reject work and transmit to the Town and contractor a notice of nonconforming work when it is the opinion of Consultant or the Town that the work does not conform to the requirements of the contract documents. Consultant is not authorized as a part of this service to change, revoke, alter, enlarge, relax or release any requirements of the contract documents or to approve or accept any portion of the work not performed in accordance with the contract documents. No action taken by Consultant shall relieve any or all of the contractors from their obligation to perform their work in strict conformity with the contract documents and in strict conformity with all other applicable laws, rules and regulations. Such limits of authority shall be made clear and enforced by Town in the contractor's contract documents. Communication between Consultant and contractor with regard to quality review shall not in any way be construed as binding Consultant or the Town or as releasing the contractor from the fulfillment of any of the terms of the contract documents. It is understood that Consultant's action in providing quality review as stated herein is a service to the Town and by performing as provided herein, Consultant is not acting in a 2636614.1 9 manner so as to assume responsibility or liability, in whole or in part, for all or any part of the construction work for the Project. E. Construction Meetings. Consultant shall preside over weekly construction meetings at the Project site or Town's Municipal Center with the contractor and the Town. Consultant shall record and distribute meeting minutes to all parties in attendance. F. Review of Submittals. Consultant shall review submittals including, but not limited to, shop drawings, samples, product information, shop and mill test results, alternate products, operation and maintenance manuals and warranties for compliance with the contract documents. Upon review, submittals shall be marked with appropriate comments by Consultant on six returned copies. Reviewed submittals shall be returned to the contractor within 21 days of the original submittal date from the contractor. G. Response to Requests for Information. Consultant shall respond to Requests for Information. Responses shall be returned to the contractor within seven days of the original submittal date by the contractor. H. Clarification of Plans. If any errors are discovered in the plans and specifications, Consultant shall issue supplemental drawings or details to clarify issues to the contractor. Consultant shall indicate if items are for clarification only or added scope (cost) to the contractor. Consultant shall not be compensated for such services. I. Coordination of Inspections. Technical inspections and testing shall be coordinated by Consultant in conjunction with the Town's Chief Building Official. Consultant shall be provided a copy of all inspection and testing reports on the day of the inspection or test or within a reasonable time period. Consultant is not responsible for providing, nor does Consultant control, the actual performance of technical inspection and testing. Consultant is performing a coordination function and is not acting in a manner so as to assume responsibility or liability, in whole or in part, for any part of such inspection and testing. J. Start-up. Consultant will be responsible for monitoring preliminary equipment start-up. Start-up will generally follow the procedure outlined in the contract documents. Consultant shall be responsible for determining existing process operational modifications to facilitate start-up of new facilities and monitor the initial process settings and initial equipment operation. 1. Consultant shall evaluate the initial process operations and contractor's preliminary equipment testing and seven-day process testing. 2. Consultant shall monitor all phases of start-up. 2636614.1 10 K. Special Inspections. Consultant shall perform all special inspections, including, but not limited to, structural and mechanical inspections. L. PayApplications. Consultant shall review and approve all contractor pay applications prior to submittal to the Town. M. Review of Change Orders. Consultant shall review all requests for changes to the contract time or price submitted by a contractor, assemble information concerning the request and endeavor to determine the cause of the requests and make recommendations to the Town with respect to acceptance of the requests. Consultant will implement the Town's decisions regarding all requests for changes. All changes to the construction contract between the Town and contractor shall only be made by change orders or contract amendment executed by the Town. N. As -built Drawings. Consultant shall review the contractors' as - built drawings throughout the construction phase to ensure that they are updated monthly and current. As-builts shall be submitted to the Consultant by the contractor for their review and certification prior to final completion. O. Document Package. Upon receipt from the contractor, Consultant shall review for completeness contractor's as -built drawings, operation and maintenance manuals, warranties and guarantees for materials and equipment installed on the Project and shall submit one complete package of documents to the Town. 7.2 Time Management. A. Initial Schedule. Upon receipt of the initial contract schedule and preliminary contract schedule, Consultant shall review such schedules and provide comments to the Town. Consultant shall also review contractor requests for time extensions and recovery schedules as required. B. Master Schedule. Consultant shall recommend to the Town any such adjustments to the Master Schedule, and upon Town's approval, incorporate such adjustments. Consultant shall adjust and update the Master Schedule and distribute copies to the Town. C. Construction Schedule. Consultant shall review the contractor's Construction Schedule and shall verify that the schedule is prepared in accordance with the requirements of the contract documents and that it establishes completion dates that comply with the requirements of the contract documents. If changes in the Master Schedule maintained by Consultant are appropriate, Consultant shall make such modifications as approved by the Town. D. Construction Schedule Report. Consultant shall, on a monthly basis, (1) review the progress of construction of each contractor, (2) evaluate the percentage complete of each construction activity as indicated in the contractor's 2636614.1 11 construction schedule and (3) review such percentages with the contractor. This evaluation shall serve as data for input to the periodic construction schedule report that shall be prepared and distributed to the Town. The report shall indicate the actual progress compared to scheduled progress and shall serve as the basis for the progress payments to the contractor. Consultant shall advise and make recommendations to the Town concerning the alternative courses of action that the Town may take in its efforts to achieve contract compliance by the contractor. E. Change Orders; Modifications. Prior to the issuance of change orders, Consultant shall advise the Town as to the effect of the change order on the Master Schedule. Consultant shall review any recovery schedule submitted by the contractor for compliance with the contract documents. If changes in the Master Schedule maintained by Consultant are appropriate, Consultant shall make such modifications as approved by the Town. 7.3 Cost Management. A. Change Order Control System. Consultant shall establish and implement a change order control system. All proposed change orders shall first be described in detail by Consultant in a request to the contractor, and shall be accompanied by technical drawings and specifications prepared by the Consultant. In response to a request by Consultant, the contractor shall submit to the Consultant for evaluation detailed information concerning the cost and time adjustments, if any, as may be necessary to perform the proposed change work order. Consultant shall discuss the proposed change order with the contractor and endeavor to determine the contractor's basis of the cost and time impacts of performing the work. Consultant shall review and provide the Town with written reports as to engineering soundness and construction practicality regarding such decisions made or actions taken by the Consultant. Consultant shall make recommendations to the Town as to engineering soundness of the proposed change and whether Consultant believes the change in the work is in the best interest of the Project, prior to the Town's execution of change orders. Consultant shall verify that change order work and adjustments of time, if any, required by approved change orders have been incorporated in to the contractor's construction schedule. B. Determination of Price. In instances when a lump sum or unit price is not determined prior to performing work described in a request, Consultant shall request from the contractor records of the cost of payroll, materials and equipment and the amount of payments to subcontractors incurred by the contractor in performing the work. C. Payment Applications. Consultant shall review the payment applications submitted by each contractor and determine whether the amount requested reflects the progress of the contractor's work. Consultant shall make appropriate adjustments to each payment application and shall provide and forward to the Town a Progress Payment Report. The Report shall state the total contract price, payments to date, current payment requested, retainage, actual amounts owed for the current period 2636614.1 12 and an updated schedule for work completed to date. Included in this report shall be a Certificate of Payment that shall be signed by Consultant and delivered to the Town. The issuance of a Certificate of Payment by Consultant shall constitute a representation by Consultant to the Town, based on Consultant's observations and inspections at the site and on the data comprising the contractor's application for payment, that the work has progressed to the point indicated; that, to the best of Consultant's knowledge, information and belief, the quality of the work is in accordance with the contract documents (subject to an evaluation of the work for conformance with the contract documents upon Substantial Completion, and to the results of any subsequent tests required by or performed under the contract documents, to minor deviations from the contract documents correctable prior to completion, and to any specific qualifications stated in the application for payment); and that the contractor is entitled to payment in the amount certified. Issuance of a Certificate of Payment shall not be a representation that Consultant has made any examination to ascertain how and for what purpose the contractor has used the monies paid on account of the contract sum. 8. Post -Construction Phase. 8.1 Project Mana ement. A. Start-up. Consultant will be responsible for monitoring preliminary equipment start-up. Start-up will generally follow the procedure outlined in the contract documents. Consultant shall be responsible for determining existing process operational modifications to facilitate start-up of new facilities and monitor the initial process settings and initial equipment operation. 1. Consultant shall evaluate the initial process operations and contractor's preliminary equipment testing and seven-day process testing. 2. Consultant shall monitor all phases of start-up. B. Inspections; Punch List. Consultant shall provide final inspections and prepare final punch list to be attached to the Certificate of Substantial Completion. Consultant shall perform back checks of the punch list until all items are complete. C. Substantial Completion. Consultant shall submit a recommendation at the appropriate time for acceptance of the Project to the Town as substantially complete. D. Certifying As -built Drawings. Consultant shall receive as -built drawings from contractor and incorporate changes onto 4 mil mylar drawings and deliver to Town staff. Consultant shall be responsible for certifying the as -built drawings. "Certify the as -built drawings" means the as -built drawings will be signed, sealed and dated by Consultant(s) registered in the State of Arizona in his/her field of competence. 2636614.1 13 E. Document Package. Prior to the Final Completion of the Project, Consultant shall compile manufacturers' operations and maintenance manuals, warranties and guarantees as received from the contractors, and submit one complete package to Town. F. Final Completion. Consultant shall submit a recommendation for final acceptance of the Project to Town upon confirmation that the Project is complete, including all punch list items. G. Warranties. Consultant shall respond to warranty issues as needed for a period of one year after final acceptance of the Project. Consultant shall schedule and conduct a warranty inspection ten months after final acceptance of the Project with the Town and contractor. 8.2 Cost Management. Consultant shall continue to provide services related to change orders during the Post -Construction Phase. 8.3 Management Information Systems. At the conclusion of the Project, Consultant shall prepare final project cost and close-out reports. Consultant shall submit all Project documents electronically to the Town in one complete package. 2636614.1 14 EXHIBIT C TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HUNT & CARAWAY ARCHITECTS, LTD. [Schedule of Work] See following page. 2636883.1 SCHEDULE OF WORK A. Consultant shall complete all Services required under the Pre -Design and Architectural Programming Phase within 45 working days after written authorization from the Town to proceed. B. Consultant shall complete all Services required under the Schematic Design Phase within 45 working days after written authorization from the Town to proceed with the Schematic Design Phase. C. Consultant shall complete all Services required under the Design Development Phase within 45 working days after receipt of a written authorization from the Town to proceed with the Design Development Phase. D. Consultant shall complete all Services required under Construction Document Phase up through and including the Substantial Completion stage within 300 working days after receipt of a written authorization from the Town to proceed. Excluded from this duration is the time associated with the construction document back -check stage. E. Consultant shall proceed with all Services required under the Bidding Phase within 10 working days after receipt of a written authorization from the Town to proceed with the Bidding Phase. F. Consultant shall proceed with all Services required under the Construction Phase, upon the commencement of construction, and shall continue through completion and acceptance of the Project by Town. G. The durations stated above include the review periods required by the Town and all other regulatory agencies. EXHIBIT D TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HUNT & CARAWAY ARCHITECTS, LTD. [Fee Proposal] See following pages. 2636883.1 Fountain Hills Fire Station #2 Project Fee Worksheet Description Quantity Unit Unit Cost Cost Total Cost Design Services 9 -Mar -16 Civil Engineer Topo Survey $4,000.00 Amount 1.10 $4,400.00 On -Site G&D $14,000.00 Amount 1.10 $15,400.00 FHB Curb Modifications $5,000.00 Amount 1.10 $5,500.00 Drainage (100 -Year Flows provided by Town) 1.10 Erosion Control at Wash $3,000.00 Amount 1.10 $3,300.00 On -Site Drainage, Detention, Drain Pipes $3,000.00 Amount 1.10 $3,300.00 SWPPP $1,000.00 Amount 1.10 $1,100.00 Waterline Relocation MCESD Form $600.00 Amount 1.10 $660.00 Fire Hydrant On -Site w/ MCESD Form $1,000.00 Amount 1.10 $1,100.00 Meetings $1,300.00 Amount 1.10 $1,430.00 Bidding RFI $1,000.00 Amount 1.10 $1,100.00 Construction RFI $2,000.00 Amount 1.10 $2,200.00 Sub -total $39,490.00 $39,490.00 Landscape Architect Plant Inventory & Salvage Phase $875.00 Amount 1.10 $962.50 Design Development Phase $975.00 Amount 1.10 $1,072.50 Contract Document Phase $1,575.00 Amount 1.10 $1,732.50 Bid and Award Phase $350.00 Amount 1.10 $385.00 Construction Administration Phase $550.00 Amount 1.10 $605.00 Sub -total $4,757.50 $4,757.50 Architect Project Architect 50 Hours $175.00 $8,750.00 Project Manager 150 Hours $120.00 $18,000.00 Drafting 800 Hours $95.00 $76,000.00 Meetings (10 Meetings @ 3 hrs) 30 Hours $150.00 $4,500.00 Construction Administration 275 Hours $120.00 $33,000.00 Meetings (32 Meetings @ 2 hrs) 64 Hours $120.00 $7,680.00 Construction Observation Allowance 1 Amount $20,000.00 $20,000.00 Printing Allowance 1 Amount $7,500.00 $7,500.00 Sub -total, Design $175,430.00 $175,430.00 Structural Engineer Construction Documents $7,000.00 Amount 1.10 $7,700.00 Construction Administration $1,000.00 Amount 1.10 $1,100.00 Special Inspection $2,450.00 Amount 1.10 $2,695.00 Sub -total $11,495.00 $11,495.00 MPE Engineer Design $8,000.00 Amount 1.10 $8,800.00 RFI's $800.00 Amount 1.10 $880.00 As -Built Drawings $600.00 Amount 1.10 $660.00 6 Meetings $1,800.00 Amount 1.10 $1,980.00 Sub -total $12,320.00 $12,320.00 Fire Protection Design $4,358.00 Amount 1.10 $4,793.80 Flow Test (2 Tests) $708.00 Amount 1.10 $778.80 CA $596.00 Amount 1.10 $655.60 As -Built Phase $240.00 Amount 1.10 $264.00 Sub -total $6,492.20 $6,492.20 Geotechnical Work Report & Borings $2,200.00 Amount 1.10 $2,420.00 Sub -total $2,420.00 $2,420.00 Cost Estimating SD Estimate $4,700.00 Amount 1.10 $5,170.00 DD Estimate $4,700.00 Amount 1.10 $5,170.00 CD Estimate $4,700.00 Amount 1.10 $5,170.00 Sub -total $15,510.00 $15,510.00 EPCOR Driveway Items 9 -Mar -16 Civil Engineer Topographic Survey $2,000.00 Amount 1.10 $2,200.00 Civil Design $7,500.00 Amount 1.10 $8,250.00 Relocate water line w/ MCESD Forms $2,500.00 Amount 1.10 $2,750.00 Sub -total $13,200.00 $13,200.00 Landscape Architect Plant Inventory & Salvage Plan $400.00 Amount 1.10 $440.00 Design Development Phase $450.00 Amount 1.10 $495.00 Contract Document Phase $625.00 Amount 1.10 $687.50 Bid and Award Phase $150.00 Amount 1.10 $165.00 Construction Administration Phase $250.00 Amount 1.10 $275.00 Sub -total $2,062.50 $2,062.50 Architect Project Manager 5 Hours $120.00 $600.00 Drafting 15 Hours $95.00 $1,425.00 Meetings (2 meetings @ 3 hrs) 6 Hours $150.00 $900.00 Construction Management 40 Hours $120.00 $4,800.00 Sub -total $7,725.00 $7,725.00 Geotechnical Work Report & Borings $1,200.00 Amount 1.10 $1,320.00 Potholing $1,100.00 Amount 1.10 $1,210.00 Sub -total $2,530.00 $2,530.00 Structural Engineer Retaining Wall Design $2,000.00 Amount 1.10 $2,200.00 Special Inspection $1,750.00 1 Amount 1 1.101 $1,925.00 Sub -total $4,125.00 $4,125.00 Cost Estimating SD, DD, & CD Estimate $2,400.00 Amount 1.10 $2,640.00 Sub -total $2,640.00 $2,640.00 Design scope of work includes the following items: 1. Fully designed fire protection system and flow tests to comply with code requirements and agency approval. 2. Public meeting to present and discuss the Fire Station design along with public input and feedback on the design. 3. Special inspections as defined by the structural engineer and governing agency to cover both roadway and building design. 4. Topographic survey to cover both roadway and building design areas. 5. Hillside civil design to cover both roadway and building design. 6. Comprehensive cost estimating at identified design phases for both the roadway and building designs. 7. Native plant survey to cover both roadway and building design. 8. Native plant inventory and salvage plan to cover both roadway and building design. 9. Separate design documents for driveway construction bidding under one bid package. 10. Weekly construction review meetings and field reports. 11. Civil design for existing water line relocations and MCESD forms. 12. Utility coordination and review of proposed design for approval and construction. 13. Verify 50 KW design capacity for relocating emergency generator. 14. Median and street improvements to Fountain Hills Blvd to support traffic flasher system. 15. Contractor provided As -Built drawings reviewed by design team. 16. Coordinate fire department communication tower and emergency operation systems. 17. FF&E to be identified in the construction documents for procurement by the General Contractor. Design scope of work excludes the following items: 1. Review and permit fees for governing agency approval. 2. Design and construction of standard emergency traffic signal system and traffic study documentation. 3. Construction and material testing as required by governing agency. 4. FF&E procurement and payment. 5. Utility coordination and review fees for design and construction. 6. Drainage study for compliance and modification of easements or drainage washes as required by governing agency. 7. Soils testing, compaction testing, environmental studies, and contamination studies as required by governing agency. A, Meeting Date: 4/7/2016 Agenda Type: Regular TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Type: Regular Session Submitting Department: Administration Staff Contact Information: David Trimble, Admin. Services Director, 480-816-5125, dtrimble@fh.az.gov Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): Consideration of Resolution 2016-05 approving Town membership into the Arizona Metropolitan Trust (AzMT) for the purpose of providing health benefits to Town employees in a more efficient and cost effective manner. Applicant: NA Applicant Contact Information: Owner: Owner Contact Information: Property Location: Related Ordinance, Policy or Guiding Principle: ARS 11-981 (A), 11-952, 11-952.01 Staff Summary (background): The Town has historically offered a comprehensive health and life benefit package in order to attract and retain the best possible employees. Currently, the Town participates in the Arizona Public Employers Health Pool (APEHP) for medical benefits, United Concordia is the dental insurance provider, vision benefits are provided through Sightcare, and life insurance is provided through Lincoln Life Insurance. These separate providers have various open enrollments, billing, and COBRA practices (Consolidated Omnibus Budget Reconciliation Act, allowing continued coverage after employees cease service to the Town). Transitioning the Town to AzMT will consolidate benefits under one umbrella and allow the Town to operate more efficiently and cost effectively while retaining high-quality employee benefits. AzMT was formed in 2012 with four municipalities including Apache Junction, Avondale, EI Mirage, and Youngtown. Since then Pinal County and the Buckeye Valley Fire District have joined AzMT for their employee benefits as well. The advantages of joining AzMT include: • Immediate and ongoing yearly savings of approximately $100,000 per year • Employee benefit coverage remains similar or improved • Consolidation of open enrollment into one instead of three • Consolidation of monthly invoicing into one instead of four • COBRA management and administration through AzMT instead of Town Staff • PPO Medical plan network continues to largely be consistent with current network and administrator - Blue Cross Blue Shield network administered by AmeriBen Page 1 of 3 4/`y�AIN�fl� 0 amn 3�= t— _I \ v pow bat is AY�ti/ Meeting Date: 4/7/2016 Agenda Type: Regular TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Type: Regular Session Submitting Department: Administration Staff Contact Information: David Trimble, Admin. Services Director, 480-816-5125, dtrimble@fh.az.gov Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): Consideration of Resolution 2016-05 approving Town membership into the Arizona Metropolitan Trust (AzMT) for the purpose of providing health benefits to Town employees in a more efficient and cost effective manner. Applicant: NA Applicant Contact Information: Owner: Owner Contact Information: Property Location: Related Ordinance, Policy or Guiding Principle: ARS 11-981 (A), 11-952, 11-952.01 Staff Summary (background): The Town has historically offered a comprehensive health and life benefit package in order to attract and retain the best possible employees. Currently, the Town participates in the Arizona Public Employers Health Pool (APEHP) for medical benefits, United Concordia is the dental insurance provider, vision benefits are provided through Sightcare, and life insurance is provided through Lincoln Life Insurance. These separate providers have various open enrollments, billing, and COBRA practices (Consolidated Omnibus Budget Reconciliation Act, allowing continued coverage after employees cease service to the Town). Transitioning the Town to AzMT will consolidate benefits under one umbrella and allow the Town to operate more efficiently and cost effectively while retaining high-quality employee benefits. AzMT was formed in 2012 with four municipalities including Apache Junction, Avondale, EI Mirage, and Youngtown. Since then Pinal County and the Buckeye Valley Fire District have joined AzMT for their employee benefits as well. The advantages of joining AzMT include: • Immediate and ongoing yearly savings of approximately $100,000 per year • Employee benefit coverage remains similar or improved • Consolidation of open enrollment into one instead of three • Consolidation of monthly invoicing into one instead of four • COBRA management and administration through AzMT instead of Town Staff • PPO Medical plan network continues to largely be consistent with current network and administrator - Blue Cross Blue Shield network administered by AmeriBen Page 1 of 3 de • Expanded dental provider network — Delta Dental would be the AzMT dental network which is wider than United Concordia, the current provider • No broker fees — the Town currently pays a 2% fee embedded within premiums, however with AzMT there would be no need to pay a broker • Employees will continue to pay $0 for individual coverage premium and dependent premiums remain affordable compared to other cities / towns (see "Town of Fountain Hills Monthly Medical Costs... attachment for specifics) • Lower medical deductibles and out-of-pocket yearly maximums (see "AzMT Medical Schedule of Benefits" and "APEHP... Medical Benefits for 2015-2016") • APEHP has announced that after July 1, 2016, it will no longer offer a Flexible Spending Account to employees which is used on a pre-tax basis for employees to pay for medical and childcare expenses; AzMT administers a Flexible Spending Account which will be beneficial to our employees The advantages to the Town and employees switching over to AzMT outweigh the perceived drawbacks. Due to a combination of medical premium pricing plans and previous internal administration strategies, employees currently on the high deductible health plan (HDHP) with health savings accounts (HSA) have received significant monthly payments from the Town to their HSAs in addition to paying $0 for their premiums. This policy is not actuarially sustainable, so the strategy requires a change and this may be viewed as a drawback. However, as mentioned, employees with individual coverage will continue to pay $0 for their health coverage and employees with dependent coverage remains affordable. Employees will have the option to mitigate this issue by choosing to move to the PPO plan and enjoying the lower out-of-pocket costs for medical services such as medical visits and prescriptions. The plan design of the PPO plan will likely lower total out-of-pocket costs of employees. The only other perceived drawback associated with this change is that Mayo Clinic is not currently part of the Blue Cross Blue Shield (BCBS) PPO network and is not considered an in -network provider by AzMT. Currently, APEHP has contracted with the Mayo Clinic as an in -network provider so Town employees receive services at the lower in -network rates. This issue may be mitigated under the AzMT plan by having those employees that currently have Mayo Clinic as their provider choose a different provider within the Blue Cross Blue Shield network, the largest provider network in Arizona. Or, employees can continue to obtain services from Mayo Clinic within the AzMT coverage however the pricing would be at the "out -of - network" level. The Town joined APEHP, its current provider for medical coverage, in January of 2014. Since then the Town's medical premiums, by far the largest driver of overall benefit costs, have increased 16% and APEHP recently announced a 2% increase effective July 1, 2016. By comparison, AzMT has not had an increase in medical premiums since its inception in 2012. Therefore, if this trend continues, under the AzMT plan the Town could continue to enjoy savings of nearly $100,000 per year in comparison to the current plan. If approved, staff plans to transition the Town from APEHP, United Concordia, and Sightcare in a manner acceptable to the providers and our employees. Staff will provide proper notice to the other benefit providers which will not cause significant timing issues based on the targeted July 1, 2016 effective date. Staff has provided some of the potential plan information to a small cross-section of employees and we plan to roll out more details to employees through meetings with our representative from AzMT at least a month prior to the open enrollment period. This should provide ample time for employees to make informed decisions. If approved the Town would join AzMT effective on July 1, 2016 for at least 3 years. The AzMT agreement prohibits entities from joining for less than three years and a former participating entity cannot rejoin until at least three fiscal years have elapsed. This is done to stabilize the claims environment in a long-term approach, by preventing entities from quickly rotating in and out of the group. Risk Analysis (options or alternatives with implications): Fiscal Impact (initial and ongoing costs; budget status): It is estimated that the Town will save approximately $100,000 each year on a continuing basis with the change to AzMT. Currently the Town is projected to spend over $400,000 per year for medical, dental and vision benefits, whereas with the proposed AzMT adaptation this cost is projected to be approximately $300,000. Life insurance cost is expected to remain flat at approximately $9,000 per year. Page 2 of 3 Budget Reference (page number): Funding Source: General Fund If Multiple Funds utilized, list here: Budgeted; if No, attach Budget Adjustment Form: Yes Recommendation(s) by Board(s) or Commission(s): N/A Staff Recommendation(s): Approve List Attachment(s): Resolution 2016-05 AzMT GENERAL INFORMATION AzMT Frequently Asked Questions AzMT AGREEMENT AND DECLARATION OF TRUST AzMT Bylaws AzMT MEDICAL SCHEDULE OF BENEFITS (including Dental and Vision) AzMT 2016-17 Premium Rate Structure APEHP Copay Plan Medical Benefits for 2015-2016 APEHP $2,500 HDHP with HSA Medical Benefits for 2015-2016 Town of Fountain Hills Monthly Medical Costs for Full -Time Employees SUGGESTED MOTION (for Council use): Move to approve Resolution 2016-05 related to employee health & life benefits. Prepared David Trimble, Administraive Services Director 3/29/2016 Director's Approval: 4 ,� David Trimble, Administrative Services Director 3/29/2016 Ap roved: eL, 1fwv"V`. Grady E. Miller ow anager 3/29/2016 Page 3 of 3 AoZ ► M'A T iNA Metropolitan Trust GENERAL INFORMATION The Arizona Metropolitan Trust (AzMT) was formed effective July 1, 2012 with four (4) member entities covering approximately 750 employees and their eligible dependents. As of July 01, 2015, AzMT has six (6) member entities covering approximately 2,300 employees and their eligible dependents. The benefits offered by the Trust include: • Medical/Prescription Drug (EPO, 2 PPO and 1 High Deductible Plans) — Partially Self -Insured Claims Administrator — AmeriBen Provider Network — Blue Cross Blue Shield of Arizona Prescription Drug Administrator — Navitus Utilization Review — American Health Group • Dental —Fully Self -Insured Claims Administrator — Delta Dental • Vision — Fully Self -Insured Claims Administrator— VSP • Life/AD&D — Insured through MN Life • Short -Term Disability — Insured through Mutual of Omaha • Employee Assistance Program — Alliance Work Partners Trust membership is open to cities, towns, counties, fire districts, municipal corporations and any other political subdivisions of these types of entities as may be eligible pursuant to A.R.S. § 11-952.01 et. seq. located within the State of Arizona. AzMT has established a guideline which targets a minimum of 100 benefit -eligible employees. However, AzMT will consider smaller applicants if they are an otherwise good fit for the Trust. The initial membership term is a minimum of 3 -years. Each entity interested in Trust membership must go through an underwriting process and be offered membership by the current AzMT Board of Trustees. Each member entity has a seat/vote on the Board of Trustees. Trustees meet at least quarterly, of which one of those meetings is a two-day renewal meeting, usually held in February. The Trust offers a comprehensive Wellness program which offers on-site medical screenings such as health risk assessments to include cholesterol, diabetes and blood pressure testing, heart screenings, skin cancer screenings, mammograms, and flu/pneumonia shots just to name a few. For more information, please contact Jaime Schulenberg at Erin P. Collins & Associates, Inc. (ECA) at: 1 115 Stockton Hill Rd., Ste. 101 Kingman, AZ 86401 (928) 753-4700 x302 iaimesLa)ecollinsandassociates.com Rev. 02116 • `MT Metropolitan Trust Frequently Asked Questions 1. Q. What is a public employee benefit trust? A. An employee benefit trust can take two forms. Individual public entities can form stand-alone self-insured employee benefit programs under the provisions of ARS § 11-981. Groups of public entities can come together to cooperatively provide employee benefit programs under ARS § 11- 952 and ARS § 11-952.01. The organizations formed using this latter method are frequently called pools. AzMT is formed under ARS § 11-952.01. 2. Q. Are there other entities in the State of Arizona or my area that already participate in a pool? A. Yes. Public entities have formed pools for a variety of purposes including employee benefits, workers' compensation, and property and liability coverage, since the mid -1980's. 3. Q. When was AzMT formed? A. AzMT was formed on July 1, 2012 by the cities of Apache Junction, Avondale, El Mirage and the Town of Youngtown. Since its formation, AzMT added Buckeye Valley Fire District and Pinal County. 4. Q. What employee benefits are being offered through the AzMT Trust? A. The following benefits are offered through the Trust: • Medical/Prescription Drug — partially self-insured (4 plans) • Dental — fully self-insured • Vision — fully self-insured • Life/AD&D — fully insured through The Standard Insurance • Short -Term Disability — fully insured through Mutual of Omaha • Employee Assistance Program — Alliance Work Partners 5. Q. What happens if a pool like this gets hit by one or more large claims? Won't that bankrupt the program? A. Neither a single large claim nor a group of large claims can bankrupt an employee benefit trust. Why? Because pools of this type purchase a type of insurance called specific stop -loss (also known as reinsurance) that reimburses the pool for claims over a pre -determined amount. For example, if the specific stop -loss deductible is $100,000 and a medical bill comes through for $250,000, the stop loss company reimburses the difference between the cost of the bill and $100,000 (in AzMT's case the deductible is $240,000). Rev. 02116 • ,4nnT ,A MZDNA Metropolitan Trust 6. Q. What happens if you get more small claims than are expected? A. If this happens, there are three possible scenarios. The first is that the pool purchases a product called aggregate stop -loss that cuts in to protect the pool from a larger than anticipated number of small claims. Aggregate stop -loss can reduce or eliminate exposure to assessments for pool members. The second is to draw down the Trust's surplus. The third scenario is that participating entities are required to send in additional dollars to cover any resulting deficit. This process is called assessing members. Assessments are calculated on a pro -rata basis for the year in which the deficit arises. Simply put, if your entity's contributions represent ten (or some other) percent of the employee benefit pool, the entity pays that percentage of the deficit. 7. Q. What happens if there are surplus funds? A. Surpluses can either be held by the pool to provide a cushion against deficits that may accrue in the future or be returned to member entities according to a method approved by the Trustees. Like deficits, surpluses are distributed amongst the members on a pro -rata basis. 8. Q. Why would my entity want to consider joining with other area municipalities to provide for employee benefits? A. Whether buying photocopy paper, vehicles or employee benefits, the fact remains that the larger the number, the greater the negotiating power and potential for savings. Small entities operating alone have very little clout due to their small size. Bringing several entities together to form one large group not only enhances their ability to negotiate, but makes the claims experience for the group more stable and predictable due to the larger numbers of covered lives. 9. Q. If my entity joins AzMT, doesn't that mean my entity's premiums may help pay some other public entity's losses? A. Exactly! When it comes to health claims, every entity has its turn "at bat" as far as bad years are concerned. One year, your dollars may help another entity. The next year, their dollars may be helping yours. Coincidentally, if your entity is purchasing employee benefits from an insurance company today, aren't your claims being treated the same way? The key difference is that pooling offers your entity the opportunity to set policy rather than simply being along for the ride where benefit costs are concerned. 10. Q. If we do decide to join, how long is the membership period? A. Membership terms are set by the Board of Trustees, which is itself comprised of the entities having membership in the pool. Generally speaking, multi-year memberships, in this case a minimum of three years, are required. Why three years? Because the employee benefit trust should be comprised of entities that are looking for a long term solution to employee benefits issues and not a short term fix for those that have a bad year and need a place to hide their large claims. An approach of the latter type would only serve to seriously undermine the operation of the program from the outset. Rev. 02116 • Alk SMOPIWimmuLai� Metropolitan Trust 11. Q. Who controls the Trust? 12. 13. 14. 15. 16. A. ARS § 11-952.01 is very clear that any such pool be governed by a Board of Trustees consisting of the employees of the entities comprising its membership. Erin P. Collins & Associates, Inc. is the Administrator of the Trust. Claims administration, utilization review, provider networks, program actuarial, audit and legal are services which are contracted out to private firms, under the supervision of the Trustees. Q. Is there a certain time of year that our entity can join AzMT? A. No. Entities may apply for membership at any time throughout the year, however the minimum three year membership period will always end as of June 30. Q. If our entity joins in March when is our renewal date? A. Regardless of when an entity joins AzMT the renewal date for all coverage's is July I It. Q. Is there any buy -in to join the Trust? A. No. The cash position of the Trust is determined on a monthly basis. New entities do not receive any stake in the cash position prior to the date they join, therefore no buy -in is required. Q. The Trust offers EPO, 2 PPO and a High Deductible Health Plan (HDHP), does our entity have to choose one? A. No. Your entity has the freedom to choose any combination or all of the medical plans. Q. What does the Trust's wellness program include? A. The program has integrated preventive services into the medical benefit plan by covering those services that are required under Health Care Reform. In addition, AzMT goes beyond this and covers an additional $500 in wellness services each calendar year at 100%. Where a large enough employee population exists, the program offers on-site medical screenings such as health risk assessments to include cholesterol, diabetes and blood pressure testing, heart screenings, skin cancer screenings, colorectal cancer screenings, prostate and testicular cancer screenings, mammograms, and flu/pneumonia shots just to name a few. Rev. 02116 • Arr A17C[11, , Metropolitan Trust 17. Q. What does the membership underwriting process entail? A. Each entity interested in AzMT membership must provide a current census of employees, copies of their current benefit schedules and complete an AzMT Underwriting Data form. This information will be reviewed by AzMT's actuary, administrator and the insurance carriers contracted with the Trust (stop-loss/reinsurance and life) who will make a determination on whether the entity is a good fit for AzMT. These recommendations are taken to Trustees for final membership determination. Only Trustees can offer AzMT membership. Once all the underwriting documents have been received, this process takes approximately 4 weeks to complete. Will our entity have a seat on the Board of Trustees? A. Yes. Currently each entity has the opportunity to appoint a Trustee and an Alternate Trustee to participate in Trust meetings. 19. Q. How often does the Board of Trustees meet? A. Trustees are scheduled for quarterly meetings in the metro Phoenix area. Additionally, the Trust holds an on-site renewal meeting every year in February/March. At the end of this 2 day meeting we generally have come to consensus on the benefits and premium rates to be offered at the upcoming plan year to begin July 1. 20. Q. Is the Trust ever audited? A. Per state statute the Trust is filed with the applicable State of Arizona agencies. The Trust is subject to Department of Insurance examination every 5 years. Additionally, per statute the Trust is subject to financial audit every year. 21. Q. What options do I have to differentiate myself from other Trust members? A. The benefit schedules are the same for all Trust entities, however your entity can decide your eligibility period for benefits (i.e., first of the month following 30 days), how much Life insurance you would like to offer (i.e., $10,000, $25,000), and the premium tier structure that best fits your needs (i.e., 2 -tier [employee and family] or 4 -tier [employee, spouse, child(ren), and family]). 22. Q. What are the advantages to joining a Trust? A. We see the advantages as reduced administration expenses, increased spread of risk, improved financial discipline and the opportunity to direct the future of your benefits program to a greater degree than what is available in the conventional insurance market. 23. Q. What are the disadvantages to joining a Trust? A. We see the disadvantages as the need for consensus with other Trust members. Rev. 02116 IL I Az,XMMetropolitan Trust Fa • I :191101 Rev. 02/16 IN -NETWORK OUT -OF -NETWORK LIFETIME MAXIMUM BENEFIT Unlimited Unlimited PLAN YEAR MAXIMUM BENEFIT Unlimited Unlimited PLAN YEAR DEDUCTIBLE Single $500 $1,000 Family $1,000 $2,000 PLAN YEAR OUT-OF-POCKET MAXIMUM (includes deductible, coinsurance and medical copays) $3,000 $5,000 Single $6,000 $10,000 Family MEDICAL BENEFITS Allergy Serums and Injections 0% 50% after Deductible if received during an office visit when a Physician is seen, then paid under the office visit benefit. Allergy Testing and Treatment 20% after Deductible 50% after Deductible Ambulance Services 20% after Deductible 50% after Deductible Chemotherapy (Outpatient) 20% after Deductible 50% after Deductible Chiropractic Care/Spinal Manipulation $20 Copay 50% after Deductible Plan Year Maximum Benefit 30 Visits 30 Visits Diagnostic Testing, X -Ray and Lab Services (Outpatient) Free Standing Laboratory Facility 0% 50% after Deductible Free Standing Radiology Facility 20% after Deductible 50% after Deductible All Other Locations (except office visit) 20% after Deductible 50% after Deductible Durable Medical Equipment (DME) 20% after Deductible 50% after Deductible Emergency Room $250 Copay plus 20% $250 Copay plus 50% after after Deductible Deductible (waived if admitted) (waived if admitted) Home Health Care 20% after Deductible 50% after Deductible Plan Year Maximum Benefit 60 Visits 60 Visits Hospice Care 20% after Deductible 50% after Deductible Lifetime Maximum Benefit 6 Months 6 Months Hospital Expenses or Long -Term Acute Care Facility/Hospital (facility charges) Inpatient 20% after Deductible 50% after Deductible Room and Board Allowance* 20% after Deductible 50% after Deductible Intensive Care Unit 20% after Deductible 50% after Deductible Miscellaneous Services and Supplies 20% after Deductible 50% after Deductible Outpatient 20% after Deductible 50% after Deductible *A private room will be considered eligible with Medically Necessary. Charges made by a Hospital having only single or private rooms will be considered at the least expensive rate for a single or private room. Rev. 02/16 Maternity First Visit to Confirm Pregnancy Primary Care Physician Specialist Prenatal and Postnatal Care Delivery Charges Mental Disorders and Substance Use Disorders Inpatient Plan Year Maximum Benefit Lifetime Maximum Benefit Outpatient Primary Care Physician Plan Year Maximum Benefit Outpatient Therapies (e.g., physical, speech, occupational) Plan Year Maximum Benefit Physician's Services Inpatient/Outpatient Services Office Visits Primary Care Physician Specialist Physician Office Surgery Primary Care Physician Surgery Costing under $500 Surgery Costing $500 or more Specialist Surgery Costing under $500 Surgery Costing $500 or More *Copay applies per visit regardless of what services are rendered. Preventive Services and Routine Care Preventive Services per Health Care Reform (PPACA) (includes the office visit and any other eligible item or service billed and received at the same time as any preventive service) Routine Care Not Covered Under the Preventive Services Benefit per Health Care Reform (PPACA) Plan Year Maximum Benefit Radiation Therapy (Outpatient) Skilled Nursing Facility and Rehabilitation Facility Plan Year Maximum Benefit Urgent Care Facility *Copay applies per visit regardless of what services are rendered. All Other Eligible Medical Expenses Rev. 02/16 $20 Copay $40 Copay 20% after Deductible 20% after Deductible 20% after Deductible Unlimited $20 Copay Unlimited 20% after Deductible 20 Visits $20 Copay $40 Copay $20 Copay 20% after Deductible $40 Copay 20% after Deductible 0%; Deductible Waived 0%; Deductible Waived $500 20% after Deductible 20% after Deductible 60 Visits $50 Copay 20% after Deductible N 50% after Deductible 50% after Deductible 50% after Deductible 50% after Deductible 50% after Deductible Unlimited 50% after Deductible Unlimited 50% after Deductible 20 Visits 50% after Deductible 50% after Deductible 50% after Deductible 50% after Deductible 50% after Deductible 50% after Deductible Not Covered Not Covered 50% after Deductible 50% after Deductible 60 Visits 50% after Deductible 50% after Deductible PRESCRIPTION DRUG SCHEDULE OF BENFITS P CC) This document is provided for illustrative purposes only. Please consult the Summary Plan Description (SPD) for a complete statement of your benefits. In the event that any information in this document is inconsistent with the information in the SPD, the SPD will control. Rev. 02/16 IN -NETWORK BENEFIT OUT -OF -NETWORK PREFERRED NON -PREFERRED BENEFIT BENEFIT DESCRIPTION PHARMACY PHARMACY Retail Pharmacy: 30 — day supply $15 Copay + Difference Generic Drug $10 Copay $15 Copay between Non -Network & Contracted Pharmacy $35 Copay + Difference Preferred Drug $30 Copay $35 Copay between Non -Network & Contracted Pharmacy $55 Copay + Difference Non -Preferred Drug $50 Copay $55 Copay between Non -Network & Contracted Pharmacy 20% To Max of $200 + Specialty 20% To Max of $200 N/A Difference between Non -Network & Contracted Pharmacy Retail Pharmacy: 90 — day supply $30 Copay + Difference Generic Drug $25 Copay $30 Copay between Non -Network & Contracted Pharmacy $80 Copay + Difference Preferred Drug $75 Copay $80 Copay between Non -Network & Contracted Pharmacy $130 Copay + Difference Non -Preferred Drug $125 Copay $130 Copay between Non -Network & Contracted Pharmacy Mail Order Pharmacy: 90 — day supply Generic Drug $25 Copay $30 Copay N/A Preferred Drug $75 Copay $80 Copay N/A Non -Preferred Drug $125 Copay $130 Copay N/A This document is provided for illustrative purposes only. Please consult the Summary Plan Description (SPD) for a complete statement of your benefits. In the event that any information in this document is inconsistent with the information in the SPD, the SPD will control. Rev. 02/16 i V "v"'Nm T ANNNA Metropolitan Trust MEDICAL SCHEDULE OF BENEFITS HDHP PLAN Rev. 3/15 IN -NETWORK OUT -OF -NETWORK LIFETIME MAXIMUM BENEFIT Unlimited Unlimited PLAN YEAR MAXIMUM BENEFIT Unlimited Unlimited PLAN YEAR DEDUCTIBLE* Single $2,600 $5,000 Family $5,200 $10,000 PLAN YEAR OUT-OF-POCKET MAXIMUM (includes deductible)* Single $2,600 $10,000 Family $5,200 $20,000 *Once any Single individual reaches the Single deductible in eligible expenses, the Plan will begin to pay for their eligible services. Any one person or combination of family members can meet the Family deductible. MEDICAL BENEFITS Allergy Serums and Injections 0% after Deductible 50% after Deductible If received during an office visit when a Physician is seen, then paid under the office visit benefit. Allergy Testing and Treatment 0% after Deductible 50% after Deductible Ambulance Services 0% after Deductible 50% after Deductible Chemotherapy (Outpatient) 0% after Deductible 50% after Deductible Chiropractic Care/Spinal Manipulation 0% after Deductible 50% after Deductible Plan Year Maximum Benefit 30 Visits 30 Visits Diagnostic Testing, X -Ray and Lab Services (Outpatient) Free Standing Laboratory Facility 0% after Deductible 50% after Deductible Free Standing Radiology Facility 0% after Deductible 50% after Deductible All Other Locations (except office visit) 0% after Deductible 50% after Deductible Durable Medical Equipment (DME) 0% after Deductible 50% after Deductible Emergency Room 0% after Deductible 50% after Deductible Home Health Care 0% after Deductible 50% after Deductible Plan Year Maximum Benefit 60 Visits 60 Visits Hospice Care 0% after Deductible 50% after Deductible Lifetime Maximum Benefit 6 Months 6 Months Hospital Expenses or Long -Term Acute Care Facility/Hospital (facility charges) Inpatient 0% after Deductible 50% after Deductible Room and Board Allowance* 0% after Deductible 50% after Deductible Intensive Care Unit 0% after Deductible 50% after Deductible Miscellaneous Services and Supplies 0% after Deductible 50% after Deductible Outpatient 0% after Deductible 50% after Deductible `A private room will be considered eligible with Medically Necessary. Charges made by a Hospital having only single or private rooms will be considered at the least expensive rate for a single or private room. Maternity First Visit to Confirm Pregnancy 0% after Deductible 50% after Deductible Prenatal and Postnatal Care 0% after Deductible 50% after Deductible Delivery Charges 0% after Deductible 50% after Deductible Rev. 3/15 SENEFIT DESCRIPTION IAi-NEi1i fCii�# OUT -Of -N ORK Mental Disorders and Substance Use Disorders Generic Drug Preferred Drug Inpatient Specialty Retail Pharmacy: 90 — day supply Pian Year Maximum Benefit 0% after Deductible 50% after Deductible Lifetime Maximum Benefit Unlimited Unlimited Outpatient Primary Care Physician 0% after Deductible 50% after Deductible Plan Year Maximum Benefit Unlimited Unlimited Outpatient Therapies (e.g., physical, speech, occupational) 0% after Deductible 50% after Deductible Plan Year Maximum Benefit 20 Visits 20 Visits Physician's Services Inpatient/Outpatient Services 0% after Deductible 50% after Deductible Office Visits Primary Care Physician 0% after Deductible 50% after Deductible Specialist 0% after Deductible 50% after Deductible Preventive Services and Routine Care Preventive Services per Health Care Reform (PPACA) 0%; Deductible Waived Not Covered (includes the office visit and any other eligible item or service billed and received at the same time as any preventive service) Routine Care Not Covered Under the Preventive 0%; Deductible Waived Not Covered Services Benefit per Health Care Reform (PPACA) Plan Year Maximum Benefit $500 Radiation Therapy (Outpatient) 0% after Deductible 50% after Deductible Skilled Nursing Facility and Rehabilitation Facility 0% after Deductible 50% after Deductible Plan Year Maximum Benefit 60 Visits 60 Visits Urgent Care Facility 0% after Deductible 50% after Deductible All Other Eligible Medical Expenses 1 0% after Deductible 50% after Deductible SENEFIT DESCRIPTION smurr Retail Pharmacy: 30 — day supply 0% after Deductible Generic Drug Preferred Drug Non -Preferred Drug Specialty Retail Pharmacy: 90 — day supply Generic Drug Preferred Drug Non -Preferred Drug Mail Order Pharmacy: 90 —day supply Generic Drug Preferred Drug Non -Preferred Drug Rev. 3115 2016-17 Dental PPO Plan (Delta Dental) Benefits & Rate Schedule Benefits al Deductible idual Deductible per Calendar Year ly Deductible per Calendar Year Percetage Payable Routine/Preventive Care Basic Services Fillings Endodontics Periodontics Oral Surgery Major Services Crowns/Onlays Prosthodontic/Prosthetics Implants Drthodontics (Minimum Age 8) Dental Benefit Maximums Maximum Payable per Calendar Year Lifetime Orthodontic Benefit $50 $150 A+ ZzKm'ri#RZ�II�i Metropolitan Trust PPO/Premier Dentist Out -of -Network 100% 80% 80%* 60%* 80%* 60%* 80%* 60%* 80%* 60%* 50%* 40%* 50%* 40%* 50%* 40%* 50% 50% $2,000 per person $2,000 per person Premium Rates Employee Only Emp + Spouse Emp + Child(ren) Emp + Family 4 -Tier $34.31 $66.01 $75.21 $110.91 2016-17 Vision Plan (VSP) Benefits & Rate Schedule Comprehensive WellVision Exam Routine Retinal Screening Glass or plastic single vision, lined bifocal, lined rifocal, or lenticular lenses ens Enhancements Anti -reflective coating Polycarbonate (Covered in Full for Children) Progressive Photochromic Scratch -resistant coating Retail Allowance of $150 20% Off Amounts Over Allowance :ontact Lenses (In Lieu of Lenses/Frames) Contact Lens Exam (Fitting & Evaluation) Retail Allowance of $150 Frequency One (1)/Yr. One (1)/Yr. One (1)/Yr One (1)/Yr. One (1)/Yr Useklm T ARIZONA �Metropolitan Trust Co -Pay $10 No More than $39 $20 $41 Single or Multifocal $31 Single / $35 Multifocal $55 $70 Single / $82 Multifocal $17 Single or Multifocal $20 No More than $60 Premium Rates Employee Only Emp + Spouse Emp + Child(ren) Emp + Family $4.46 $8.72 $7.93 $12.23 • 2016-17 Premium Rate Structure c.m T A\ Metropolitan Trust Two -Tier EE ES EC EF EPO $486.43 $1,179.31 PPO $464.48: $1,120.85 PPO Buy -Up $474.84i:.$1,148.43 HDHP $431.16 $1,024.54 Dental $34.31 $66.01 $75.21 $110.91 Vision $4.46 $8.72 $7.93 $12.23 Four -Tier EE ES EC EF EPO $486.43 $951.25 $875.19 $1,293.43 PPO $464.48 $905.77 $834.04 $1,228.47 PPO Buy -Up $474.84 $927.22 $853.45 $1,259.12 HDHP $431.16 $827.07 $761.21 $1,123.38 Dental $34.31 $66.01 $75.21 $110.91 Vision $4.46 $8.72 $7.93 $12.23 APEHP Copay Plan Medical Benefits for 2015-2016 Each medical plan option covers the same range of services. The plans differ, however, in terms of the out-of-pocket medical costs—deductibles, copays, and coinsurance—you could incur for the year, as well as the premium. The Core Plan, Copay Plan, and three HDHP options offer lower monthly premiums in exchange for higher out-of-pocket costs for deductibles and coinsurance. Benefit Overview Copay Plan In -Network Copay Plan Out -of -Network • $750/person • $1,500/person Annual Deductible $1,500/family of 2 • $3,000/family of 2 • $2,250/family of 3+ • $4,500/family of 3+ Annual Out -of -Pocket Limit (2) $5,000/person; $10,000/family of 2+ No maximum Office Visit $20 copay primary care physician-, Plan pays 50% $40 copay specialist Well Adult Care Plan pays 100% Plan pays 50% No deductible No deductible Well Child Care Plan pays 100% i Plan pays 50% No deductible No deductible Outpatient Lab and X-ray Plan pays 80% Plan pays 50/(including MRI, PET, & CT scans) Urgent Care $40 copay Plan pays 50% Emergency Room Plan pays 80% Plan pays 80% Inpatient Hospital Plan pays 80% Plan pays 50% Outpatient Hospital Plan pays 80% Plan pays 50% Outpatient Behavioral Health $20 copay/visit Plan pays 50% Visits No deductible You pay: Retail Prescription Drugs • Generic: $10 (30 -day supply) • Preferred brand: Greater of $20 or 30% (maximum of $45) • Non -preferred brand: Greater of $30 or 50% (maximum of $90) You pay: Mail Order Drugs (90 -day supply) • Generic: $25 copay • Preferred brand: $50 copay • Non -preferred brand: $90 copay RED are the 2015-2016 benefit changes The deductible must be met before benefits are payable under the medical plans. All benefits are subject to the deductible, unless otherwise noted. The medical plan deductible need not be met for outpatient retail and mail order prescription drugs. Under the Copay Plan, certain services are covered by a copay,- all other benefits are subject to the deductible, unless otherwise noted. (2) The out-of-pocket (OOP) limit on in -network cost sharing includes deductibles, copayments, and coinsurance for all medical plan benefits. Town of Fountain Hills 'F APEHP $2,500 HDHP with HSA Medical Benefits for 2015-2016 Each medical plan option covers the same range of services. The plans differ, however, in terms of the out-of-pocket medical costs—deductibles, copays, and coinsurance—you could incur for the year, as well as the premium. The Core Plan, Copay Plan, and three HDHP options offer lower monthly premiums in exchange for higher out-of-pocket costs for deductibles and coinsurance. Benefit Overview $2,500 HDHP Plan In -Network $2,500 HDHP Out -of -Network Annual Deductible * - $2,500/person • $5,000/person • $5,000/family of 2+ • $10,000/family of 2+ Annual Out -of -Pocket Limit ** $3,450/person; $6,900/family of 2+ No maximum Office Visit Plan pays 80% Plan pays 50% Well Adult Care Plan pays 100% qq' Plan pays 50% No deductible r No deductible Well Child Care Plan pays 100% Plan pays 50% No deductible No deductible Outpatient Lab and X-ray ° ° (including MRI, PET, & CT scans) Plan pays 80/o Plan pays 50 /o 1 Urgent Care Plan pays 80% Plan pays 50% Emergency Room Plan pays 80% Plan pays 80% Inpatient Hospital Plan pays 80% Plan pays 50% Outpatient Hospital Plan pays 80% Plan pays 50% Outpatient Behavioral Health Visits Plan pays 80% Plan pays 50% Retail Prescription Drugs You pay: (30 -day supply) • Generic: $10 After deductible *** • Preferred brand: Greater of $20 or 30% (maximum of $45) • Non -preferred brand: Greater of $30 or 50% (maximum of $90) You pay: Mail Order Drugs (90 -day supply) • Generic: $25 copay After deductible *** • Preferred brand: $50 copay • Non -preferred brand: $90 copay RED are the 2015-2016 benefit changes The deductible must be met before the HDHP plan pays benefits. All benefits are subject to the deductible, unless otherwise noted. The family deductible must be met before claims are paid for any member of the family. ** The deductible applies toward the annual out-of-pocket limit on the HDHP plans. ** You must meet the annual medical plan deductible before the HDHP plan pays a prescription drug benefit, with the exception of certain preventive medications and medical services not subject to the deductible. For a detailed list of medications that are exempt from this rule under the HDHP plans, please contact APEHP at (800) 718-8328. NOTE: Please see the list of maintenance medications included in your enrollment materials that qualify for the discounted fee structure. Town of Fountain Hills '&, Town of Fountain Hills Monthly Medical Costs for Full -Time Employees 3/23/2016 FY 2015-16 FY 2016-17 FY 2015-_2016 FY 2016-2017 FY 2015-2016_ FY 2016-2017 FY 2015-2016 FY 2016-2017 PPO Co -Pay Plan - Medical/RX Employee Employee Empl. + Spouse Empl. + Spouse Empl. + Children Empl. + Children Family Family Total Premium Amount (ind. $5.--- s--FSA FSAfee fy16/17): ;652_.0^ $470.23 $1,304.00 $911.52; $1,080.00 $839.79 $1,647.00 $1,234.22 Total Employer 52.00 $470.23 $977.00 $683.641 $867.00 $671.83 $1,149.0,0, $863.95 Employee Cost Pei Month: $0.00 $0.00 $327.00 $227.88 $213.00 $167.96 $498.00 $370.27 HDHP Plan w/H.S.A. Employee Employee Empl. Spouse Empl. + Spouse j Empl. + Children Empl. + Children Family Family Total Premium Amount (ind. $las hsafee FY16/v): $430.00 $433.91 $859.00 $829.82: $713.00 $763.96 $1,087.00 $1,126.13 Employer HSA Contribution: $222.00 $30.57 $118.00 $0.00 $154.00 $0.00 $62.001 $0.00 Employer Premium Contribution: $430.00 $433.91 $859.00 $683.64 $713.00 $671.83 $1,087.00; $863.95 Total Employer Contribution (HSA + Premium, Same as PPO amt): $652.00 $470.23 $977.00 $683.64 $867.00: $671.83 $1,149.00 $863.95 Employee Cost Per Month ___F $0.00 $0.00 $0.00 $146.18_ $0.00 $92.13 $0.00 $262.18 Total Employee + Employer $652.00 $470.23 $977.00 $829.82 $867.00 $763.96 $1,149.00 $1,126.13 Contribution Dental Employee Employee Empl. + Spouse Empl. + Spouse Empl. + Children Empl. + Children Family Family Total Premium Amount: $36.40, $34.31569.90 $66.011 $75.80 $75.21 $118.50- $110.91 Employer Contribution: $36.40 $34.31 $52.42 $49.50 $54.50 $54.08 $75.88' $71.02 Employee Contribution: $0.00 $0.00 517.48 $16.51 $21.30 $21.13 $42.62 $39.89 Vision Employee Employee Empl. + Spouse Empl. + Spouse Empl. + Children Empl. + Children Family Family Total Premium Amount: $5.36 $4.46 $9.63 $8.72 j $10.72 $7.93 $17.86: $12.23 Employer Contribution: $5.36 $4.46 _ $7.49 $6.80 $8.02 $5.95 $11.60] $7.95 Employee Contribution: $0.00 $0.00 $2.14 $1.92 $2.70 $1.98 $6.26' $4.28 RESOLUTION 2016-05 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, ACCEPTING MEMBERSHIP, AND APPROVING AN AGREEMENT AND DECLARATION OF TRUST AND NECESSARY ANCILLARY DOCUMENTS TO AUTHORIZE THE TOWN'S PARTICIPATION IN THE ARIZONA METROPOLITAN TRUST. WHEREAS, the Mayor and Council of the Town of Fountain Hills (the "Town Council") is empowered pursuant to ARiz. REv. STAT. § 11-981(A) to procure health, accident, life, and/or disability benefits for employees and officers of the Town of Fountain Hills (the "Town") through either an insurer licensed by the State or a program of self-insurance; and WHEREAS, ARiz. REv. STAT. §§ 11-952 and 11-952.01 provide that two or more public agencies may join together to provide for health, accident, life, and/or disability benefits for employees and officers of the Town through either an insurer licensed by the State or a program of self-insurance; and WHEREAS, the Town desires to enter into an agreement with the Arizona Metropolitan Trust (the "Trust") to provide employee benefits of the type generally described under the provisions of ARiz. REv. STAT. §§ 11-952 and 11-952.01; and WHEREAS, the Trust has extended an invitation to the Town to join the Trust to provide for health, accident, life, and/or disability benefits for employees and officers of the Town; and WHEREAS, the Trust requires the Town to accept the invitation by a resolution of the Town Council. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, as follows: SECTION 1. The recitals above are hereby incorporated as if fully set forth herein. SECTION 2. The Town Council hereby approves membership in the Trust, commencing July 01, 2016, and terminating June 30, 2019; and SECTION 3. The Town Council hereby approves and agrees to be bound by the provisions of the Arizona Metropolitan Trust Agreement and Declaration of Trust, effective July 01, 2012 (the "Trust Agreement"), in substantially the form and substance attached hereto and incorporated herein by reference, and as may be amended from time to time pursuant to the Arizona Metropolitan Trust Bylaws, effective October 21, 2015 (the "Trust Bylaws"). SECTION 4. The Town Council hereby authorizes the Town Manager to execute the Trust Agreement. 2610931.1 SECTION 5. The Town Council hereby accepts the Trust Bylaws in substantially the form and substance attached hereto as Exhibit B and incorporated herein by reference. SECTION 6. The Town Council hereby approves and accepts the proposed schedule of contributions to be effective on July 01, 2016, in substantially the form and substance attached hereto as Exhibit C and incorporated herein by reference. SECTION 7. The Town Council hereby appoints the following Trustee to serve on the Board of Trustees of Trust from July 01, 2016, until the appointment of a duly -qualified Trustee: Town Manager SECTION 8. The Town Council hereby appoints the following Alternate Trustee to serve on the Board of Trustees of the Trust from July 01, 2016, until the appointment of a duly - qualified successor: Alternate Trustee: Administrative Services Director SECTION 9. This approval is contingent upon the Trust Agreement and Trust Bylaws reflecting compliance with ARiz. REv. STAT. § 42-17106. SECTION 10. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby authorized and directed 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, April 7, 2016. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Linda M. Kavanagh, Mayor REVIEWED BY: Grady E. Miller, Town Manager 2640932.1 2 Bevelyn J. Bender, Town Clerk APPROVED AS TO FORM: Andrew J. McGuire, Town Attorney EXHIBIT A TO RESOLUTION 2016-05 [Trust Agreement] See following pages. 2640932.1 ARIZONA METROPOLITAN TRUST (AzMT) AuicEEMENT AND DECLARATION OF TRUS i Effective: July 01, 2012 TABLE OF CONTEN r5 Article 'Title a e s I. uefinitions 1 - 3 11. Pu�,puse of Trust and Application or the rund 3 Ill. Board of Trustees 3 -4 1 V . rowers and Duties of the Board of "trustees 4-8 V. Payments to the r and 9-10 V1. Payment of Benefits 10 - 11 V 11. Controversies and Disputes 1 1 VIII. Responsibilities and Liabilities 12 1X. Amendment of the Trust Agreement 12- 13 A. Non -Vesting of Rights 13 Xl. Provisions Relating to insurance Companies 13 All. Program Adm;, ;5trat;on 13 - 14 x111. Additional Members 14-15 XIV. Duration of Agreement 15 XV. Voluntary 'fcd ,,;nation of Membership 16- 17 XVI. Suspension and Expulsion 1 / XVII. 1 ermination of I rust 18 XVIII. Distributions of Surpluses and veticits Upon 18-20 Termination of the I rust, voluntary Termination of Me...bership or Expulsion XIX. Miscella„eous 20-2,) XX. Stop -Loss Provisions 11 AXI. Loss Control Program zz XXll. Use ana D sclosure of Protected Health intormation 22-25 by Fmicipating E,ak;es EXhibit A — Yarticipating Entities Lb Th;a Agreement and Declaration of Trust, with an effective date of July 1; 2012; ;s made and entered ;„to by and between the Participating Entities who have been invited to Joie this Trust and who have pro, ,led a Resolution adopted by the uoverning Board of the Participating Entity accepting membership in th;a Trust, for the pu,poses set forth in A.K.S. § 11-952.U1. RECITALS WHEREAS, The Participating Entities desire to enter into an agreement pursuant to A.K.S. § 11-952.01 et sey. to pool and maintain a program of employee benefits fa, the Employees of the Participating Entities and to certain other persons deemed eligible for coverage he,eunder; and WHEREAS, To efteet the aforesaid pu,pose, it is mutually beneficial to the parties he,eto to declare and create a 1', u.t which establishes a 1 rust rand for and in the manner more particularly set forth herein; and WHEREAS, The Participating Entities Which accept this Agreement and Declaration of Trust and agree to be bound by the provisions hereof shall, upon acceptance by the ljoard of Trustees, be deemed parties to this Agreement and Declaration of Trust. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are ;11coiporated herein by ,ete,e„ee, the following mutual covenants and conditions, and other good and valuable consideration, the ,eccipt and sufficiency of which are hereby acknowledged, the PardF,;gating Entities hereby agree a5 follows: ARTICLE I. DEFIIvrllulvS 1 ne following are definitions of terms as used in the By -Laws as well as this 1 rust Agreement. to the extent a term is not specifically defined in the By -Laws, but is defined in this l rust Agreement, the term shall nave the meaning given to it in this 'LL un -t Agreement. 1.01 "A.R.S.” shall mean the Arizona Kevised Statues, as amended. 1.02 "Be „ef,cia, y" shall mean Employees, their dependents and such other persmn designated by the Part;e;gating Entities as eligible for coverage as set forth in the Summary Plan Description and approved by the Board. 1.03 "Benefits Ailministrator" shall ,,,ean the person(s) or firm employed by the Board who 6 responsible for processing of claims and pay,,,ent of benefits, and related services. I.U4 "Board of Trustees" or "Board" shall mean the TruDtees of the Arizona metropolitan Trust acting in their joint capacity as the governing board of the 1', uat. 1.05 "Employee" shall mean any person employed by a Participating E,.tity on a reTular basis working not less than the number of hours per week required by the Participating E..tities for eligibility, and who are not eligible for benetits under any other employee benefits to Which the Participating E„ tity makes contributions. 1.06 "Employee Benefit Frog, a,,," ,hall mean the program of benefits to be established by the Board pursuant to this Trust Agreement and A.R.S. § 11-952.01(c). 1.07 "Employee Uontributions" shall mean any co„i„butions made by Employees whether comprising part of the Entity Premium or whether made di.ecily to the Fund in order to obtain coverage by the Employee 13enetit Program. 1.08 "Entity Contributions” shall mean the contributions made by Participating Entities Cv,,,p.ising all o. part of the Entity Premium. 1.09 "Entity Premium” shall ,,,ean the total monies paid by each Participating Entity to the Fund tot the Employee Benefl P.og,am, and shall be equal to the sum of Entity contributions and Employee contributions. 1.1U "fund" shall mean the Trust Fund created by this inat, u,,,e„t, and shall mean generally, the monies, property, contracts or things of value, tangible or intangible; ,eceived and held by the tsoard for the uses and purposes of the trust set torah herein, and those 1hi„ gs of value which comprise the co,pus and additions to the Puna. 1.11 "Governing Board” shall mean the policy mgRing board of a Participating Entity duly clected v. appvi„ted to their respective positions in accordance with the laws and constitution uf the State of Ari,,o„a. 1.12 "Participating Entities” shall ,.,can those entities listed in Exhibit A which is attached hereto and incorporated by reference here;,,, a„d such additional Participating Entities as may be approved for membership by the Board of Trus== pursuant to Article x111 of this Trust Agreement. 1.13 "Summary Plan Description” shall mean the documem(s) that generally describe the employee benefits to be provided by the l rust to the Beneticiaries. 1.14 "Trust" shall mean the entity established by the Trust Agreement pursuant to A.R.S. § 11- 952.01 et seq., which shall be referred to as the Arizona MetropolitanTrust. rust. 1.15 "T, unt Agreement" shall mean this Agreement and Declaration of Trust and any modifications or a,nC„d,,,ents thereto. 1.16 "Trust Ailministrator" shall mean the employee benefit consultant retained by the Board to carry out the obligations ofthis Ag,ceine„ t in compliance with A.K.S. 2 1.17 "T, ustee o, T, ustees" shall mean the individual Trustees and their successors as provided for in this TL uat Agreen,e„t. AKTIC;LE 11. PURPOSE OF TRUST ANu ArrLIUA IUN UY THE FUND 2.01 Creation of'Trust. There is hereby deela,ed and created the Arizona Metropolitan frust to provide employee benefits for the Beneficiaries of the Trust. Such benefits may include, but are not limited to those described under Article 4.U5 of th;5 Tiust Agreement, whether provided through one or a combination of selt-tunded or insured programs o, both. 2.02 rrincipaI Otlice. The Principal Uttice of the Trust shall be located at the leeat;o„ specified in the Bylaws (hereinafter designated and referred to as the "Principal Office"). AK11ULE III. BUAKU UY TKUS'TEES 3.01 'Trustees. The Employee Benefit Program shall be operated and administered by a Board of Trustees for the benefit of the Beneficiaries. Individual i rustees snail be selected by the Participating Entities as provided here;,, mid may resign or be removed at any time by the applicable Participating Entity's Governing Boa,d. T,ustees must be employees of the Participating Entity. 3.112 iviembership and Appointment. The Board of Trustees shall be comp,;wed of one Trustee and one "Alternate t rustee" appointed by each participating entity. The Trustee shall be the City Manager (or that participating entity's equivalent) and the Alternate Trustee shall be a management level staff member employed by the Participating Entity. The appointing Part;cipat;„g E„t;ty may remove a Trustee at any time without cause. In the event of the removal or resignat;o„ of a T, uatee, the appointing Participating Entity snail designate a successor to such Trustee to serve the rema;nde, of the vacated term. The successor shall succeed to the legal interest of his/her predecessor and have the aa,,,e powers and duties. 3.03 Votes. Each Participating Entity shall be entitled to east one vote in matters requiring a vote of the Board of Trustees which vote may be cast by a duly -appointed Trustee or Alternate T rustee. In the event the Trustee and the Alternate Trustee are present at the same meeting, in person or by phone, only the I rustee shall cast the Participating Entity's v me. 3.04 Te,,,,3 uf Office. Following appointment, 1 rustees and Alternate Trustees shall serve until such time as they ,e5;gn, are removed by the appointing rarticipating Entity's Governing Board or cease to be employees of the Participating Entity that they were designated to represent. In the event that a Trustee or Ahe,nate Trustee resigns, is removed or ceases to be an employee of the designating Participating Entity, the po5;tion shall be deemed vacant and a new 1 rustee or Alternate Trustee shall be designated by that Participating Entity. ARTICLE IV- POWE" AAM VU HES OF THE BOARD OF TRUSTEES 4.01 Appointment of T, ustees. The Trust shall be administered by the Board of Trustees Who shall be selected and shall serve as provided in Article 111. 4.U2 Duties of the Board of Trustees. "1'he Board of Trustees shall: (a) Hold; manage, care for and keep the rund for the benefit of the Beneticiar;ems and collect the ;„eome and increments thereof, and shall keep and maintain adequate and proper ,ecord5 to render an annual audit, accounting and reports as hereinafte, mentioned. (b) Employ or hire such agents; atm,,,eys, accountants, actuaries, employees or other persons and shall purchase, lease o, rent real or personal property as may be necessary or desirable in administering the Fund and ca„ying out its put -poses. Agreements for such expenditures shall be ;„ w,;t;ng and formally approved by the tsoard. Pees, salaries, wages, emoluments or compe„mat;on of any and all such persons and other such expenses shall be paid from the li „„d. When acting upon and consistent with advice of counsel for the Trust, the Board shall be ,el;eyed of all responsibility for acts performed or not performed. (c) Pay a„y a„d all to.&es of whatever nature the Pund is, or may be, obligated to pay ad incur any expenses to, supplies; rental of space, or other items, or anything else determined to be necesaa,y o, desirable in administering the Pund and carrying out the objects and purposes of -this Tiu5t and Trust Agreement. (d) Establish terms and conditions of- coverage within the plan document including the exclusions of coverage. (e) Ensure that all claims are paid promptly. (f) Take all necessa,y precautions to safeguard the assets of theTrust rust 4.03 Author;ty of the Board of Trustees. to carrying out the purposes of the Trust Agreement, the Board shall have all ,;ght, power and authority to: (a) Enter into contracts, procure insurance pol;c;e5, or provide such benefits through self -funding, and to place into effect and maintain the desired schedule of benefits. (b) rrovide the intended benefits under this "trust by means of self -funding by the 1 rust and/or by the procurement of group insurance contracts (as permitted by the laws of the State of Arizona) including group insurance contracts issued to a„d ;„ the name of the Trust, together with such other forms of contracts issued by qualified insurance eo,,,pa„;es authorized to do business in the State of Arizona as may be selected by the 4 Board for the pu,pose of providing for all or part of the benefits provided fo, under this Trust. The Board is hereby expressly authorized to pay to any insurance co,,,pany as ,,,ay be aelected by the Board the required insurance premiums in connection With such group insu,a„oe contracts issued to the frust. whether or not benefits a,e provided by means of self -funding or by the procurement of group insurance, such decision shall be at the sole a„d CAClusive discretion of the Board. (c) Should the Board select or provide for any policy or program of self -funding, no claims for benefits or claims for liabilities shall be brought against the Board or any individual Trustee. The sole and exclusive liability of said Board in the ,,,anagement and operation of any program of sell-tunding shall be limited to due cmz in the selection of administrators, claims representatives, actuaries or other officials charged With the ad,,,:,,;stration of such a program of sett -funding, subject to the limhadm s upon such liability based on actions taken with advice of counsel as provided in Section 4.U3 of this Ag,ee,,,ent. In the event that submitted claims of employees exceed the funds available, the ela;,,,s shall be paid in the order received. (d) Do all those things that the hoard determines to be necessary or desirable for the administration and operation of and accomplishment of the objectives and purposes of the Fund and this Trust and 1 rust Agreement. 4.04 Selection of Henelits. The Board may; Subject to their discretion and the continuing right to change, obtain for the Beneticiaries of the Trust for,ns of employee benefits which may include, but are not limited to, the following: (a) medical and rrescription ljrug; (b) Long and Short -Term Disability; (c) Accidental Death a„d Dismemberment; (d) Dental Benefits; (e) vision Benefits; (t) Lite insurance; (g) Health Savings Accounts, Health Reimbursement Accounts and Flexible Spending Accounts; and (h) Employee Wellness rrograms, Employee Assistance Programs, utilisation review programs, claims management programs and other programs intended to (i) improve E,,,ployee health, (ii) reduce costs to the Trust and to Employees and (iii) otherwise cmirrol losses. 4.U5 Deposits and investments. All corpus or portion of the Fuad not expended pursuant to Article iv may be deposited by the Board in the name of the Ti ust ii, such depository or depositories as the tsoard shall from time to time select in accordance with this Section, and any such deposit or deposits should bear interest. 1 tie Board is empowered to receive to, the benefit of the Fund such interest as might accrue on the above deposits. (a) 1t not so deposited, any acummulated funds not currently required for the purposes of this frust shall be invested by the Board in reasonably secure, reasonably liquid investments in a manner consistent With the adopted investment policy of the Irust and in compliance with the provisions of A.R.S. § 35-323 et seq. (b) f ne Board may accumulate dividends, experience rat«,g .dunds or other monies, if any, accruing from any insurance policy or policies, deposit. o�, investments. Such dividends, refunds or other monies, or all of them, shall be held in the Fu,,d, applied to the payment of self-funded claims, the payment of insurance premiui,,5 ot held, used or applied as herein set forth. (c) The Board may e.te, into financial services agreements with banks and may authorize the Trust tu ;.sue checks in its own name as required to further the purposes and objectives of the Trust. 4.U6 Trustees' Expense Reimbursement. The Trustees shall receive reimbursement for actual reasonable and necessary expenses incurred by the Trustees ;ii calLying out their duties pursuant to the Trust Agreement. Expenses reimbursed under this pro,,;s;u. .hall be limited to those which would be reimbursable under the policies of the Participating .E city that the Trustee has been appointed to represent. 4.07 T. ustees' Compensation. The 1 rustees shall not receive compensation for seg vices ►e„ deed puiSual't to the Trust Agreement. 4.08 Presumption of Val;d;ty. No person transacting business with the Board shall be obligated to (i) ensure proper application of any ,,,e„;es or property of the rund, (ii) ensure that the terms of this Trust Agreement have been complied with or (iii) inquire as to the necessity of expediency of any act by the Board. Every inst, uiiie„t executed by the Board shall be conclusive in favor of every person who in good faith relies upeu k that: (a) At the time of the delivery of the instrument. this Tiu5t Ag.eement was in full force and effect; (b) The instrument was executed in accordance with the terms and conditio.. of the Trust Agreement; and (c) The Board was duly authorized to execute the instrument or direct its execution. 4.09 W;thd, awals. All checks, drafts, vouchers or other withdrawals from the tu„ d or 6 depositories and the transfer or liquidati„g of insurance policies of investments shall be signed by appropriate signatories as determined by the Board of Trustees. 4.tu Administrative Disputes. In the event of any d;5pute between the Board and the Benefits Administrator or any other parties providing services to the Trust over exercise of powers granted herein, the Board's interpretation shall prevail and the service n,ganization shall have no liability to any person with respect to the disputed act or omission in the event that it gives written notice of its dissent from such act or omission to each Trustee and to the Participating Entities no later than thirty (3u) calendar days from the date of such event or disputed act. 4.11 Scice6un of Chairperson. The 1 rustees shall elect from among themselves at the;, first meeting a C;hairperso„ Who shall preside at all meetings of the Board and who shall be empowered to perform m;n;5te„al duties of the Board as the Board may from time to time delegate to him/her. 4az Selection of Vice -Chairperson. The Trustees shall elect fro,,, among themselves at their first meeting a vice-unairperson who shall, in the absence or i„CapaCity of the Chai,person, preside at all meetings of the Board and who shall, when acting as Chairperson, be e,,,powered to perform ministerial duties of the Board as the Board may from time to time delegate to him/her. 4.13 Selection of Reco, d;ug Secreta. y. The Chairperson shall appoint a Kecording Secreta, y who shall keep minutes of- all meet;,,g5, proceedings and acts of the Board, which record shall be available at the Principal Office for in5pemio„ by all the Trustees and interested persons during usual business hours. Such record and minutes „ecd ,ot be verbatim. I he Kecording Secretary need not be a Trustee. 4.I4 Soard of Trustees' meetings. The Board shall hold an initial ,,,eet;ng as soon as practical after being appointed. The Board shall determine Lhe time and place of the ,egular meetings which shall be held at least quarterly. Special meetings may be called by the Uhairpe,5o„ or by a „umber of Trustees equal to one less than a majority of the Board. Minutes of -all meet;,,gs shall be take,,. Meet;,,gs shall be conducted in accordance with applicable laws, rules, bylaws or regulations. At leant seven (7) days written notice designating the time and place of an a„uual, regular or special meet;,,g Shall be given to the i rustees. In the event of an emergency, a special meeting may be held with such lesser notice as may be appropriate and otherwise permissible by law. Any meeting at which all Trustees a,e present, in person or concerning which all Trustees have waived notice in writing, shall be a val;d meeting without requirement that notice be given to the Trustees. 4.15 quorum Kequirement and Voting. To constitute a quorum at any regular or special meeting of the Board, there must be present in person o, telephonically at least one I rustee or Alternate I rustee from a majority of the Participating Entities. U„less otherwise specifically stated in this Agreement, or as required by applicable law, action of the Board of Trustees will be by a majority vote of the quorum present when such action is taken. 7 4.16 Location of Meetings. All meetings of the Board shall be held at such location or locatio..s as de,,,,gnated fro..,, t�...e to time by the Board, and 1 rustees may appear by telephonic or other electronic means if neee5Da.y. When meetings are conducted electronically, reasonable ettorts will be made to accommodaw public participation at a publicly accessible location in the Principal Ottices or at a tacility owned o. controlled by a Participating hntity and in a manner consistent with applicable federal and Arizona laws and regulations. 4.17 riseal Year and Audit. The accounting year of the Fu.A shall be on a fiscal year basis. 1 he initial tiscal year shall commence on July 1, 2U12 and end o.. June, 30 2013. Subsequent fiscal years shall commence on July 1 and end on June 3U of the followi..g year. Any report required by law, city, county, State or Pederal or the respective subdivisions thereof;hall be made by the Board. i he Board shall have an annual audit and accounting of the Trust Fund by an i.Oupendent Certified Public Accountant in accordance with generally accepted accounting practices, at the end of each fiscal year. The Accountant shall certity to the accuracy of the audit and accounti..g. A state..,e..t of the results of each audit shall be available for inspection by authorized persons at the Principal oft-ice of the Trust. Copies of the audit ana generalized statements of the accounting and reports shall be filed with the Arizona impartment of insurance and also delivered to the Clerk of the Governing Boa.d of each Participating tntity and to each trustee atter each audit or as otherwise required. Copses of the audit shall be retained by the Board of Trustees for a period of at least Live years. 4.ig Bylaws, Rules and Regulations. the Board shall have the powe. to adopt bylaws, rules, procedures and regulations pertaining to the purpose, powers and adminisiratio.i of the Trust, which shall be consistent with covenants, terms, conditions and duties as set torch in the Trust Agreement. Such bylaws, rules, procedures and regulations shall be binding on all pe.sons transacting business with the Trust and upon any and all persons claiming any benet-as the.eu..der. Adoptiv., o, amendment of bylaws, rules, procedures or regulations shall require a majority vote ofthe Bua.d ofT.ustees. 4.1y lfonding Requirements. the Board shall procure o. p.ovide for the procurement of fidelity bonds for the Trust and persons and organizations author iced to receive handle, deal with or draw upon the monies in the lurid for any purpose whatsoever, said bods to be in such amount to aid in the reimbursing of bondable loss of money, and in the event shall ...eet the requirements as may be required, from time to time as applicable under United States or State law. Such bonds are to be obtained from reputable tidelity or surety companies as the Board shall determine. If convenient, and in conformity with the law, such bonds may be position bonds. "The cost of the premiums on such bonds may be paid out of the corpus or income of the tund or paid for by the pe.so..s o, o.ganizations required to purchase such bonds. It any fidelity or surety compa..y .efuae5 to bond o, write a bond for any trustee, or other person described in this section, said Trustee or person Shall ..ot serve and shall resign. AKIIULE V. rAYMEINTS '1'U THE t'UND 5.01 Eurky Cautl lbutions. In order to effectuate the purposes of the Trust, each Pmie;pating Entity shall contribute to the Fund an amount determined by the Board to be necessary to pay fo, the benefits provided here.„ de, to the Employees and other persons covered by the Employee Benefit Program. The Entity Contr;but;o„s shall be due and payable as of the date specified in the Bylaws. The Entity Contributions Shall not include amounts payable directly by persons receiving extended coverage under the Employee Benefit Program as required by law or otherwise. 5.u2 interest on rremiums in Arrears. Entity Premiu,,,5 „ot paid as of the due date as provided in Section b.0 1 shall be subject to the late payment process as outl;,,ed ;,, the Bylaws. 5.03 Employer Contributions Not wages. Employer Contributions paid or acc,ued to the order of the Fund through Entity Premiums snail not constitute or be deemed wages due e,,,ployees, „m 5hall Sueh eo„ t. ibutions in any manner be subject to the debts, contracts or liabilities of the Participating Entity. No Participating Entity, Employee, or Beneficiary under the Plan shall have any rights, title or interest in the Fund; except as specifically provided in this Trust Agreement. 5.U4 Employee Contribution. Employees ,,,ay be required to contribute a portion of the Entity Premium in amounts to be determined by each Participating Entity as appropriate for the benefits to be provided hereunder. Nothing in this paragraph ,hall be deemed to preclude a Participating Entity from making all or any portion of Employee Co„t„ button payments on behalf of its employees. 5.05 Payment in Lieu of Benetits. No employee shall have any right to receive a„y part of h;,5/he, ow„ Employee Contributions or any part of Employer Contributions paid to such E,,,ployce ,,, lieu of benefits. 5.U6 Payroll Deductions. All E,,,ployee Contributions shall be paid by payroll deductions. The Participating Entity shall remit all ,,,o„;es obtained through payroll deductions in a lump sum to the tund as part of the Entity Premium de3u.;bed herein. 5.U7 Manner of Payment. All Entity Premiums and othe, payments to the fund shall be payable to the name of the 1 rust and shall be paid in the manner a„d form determined by the Board. 5.u8 wage Reports/Audits. The Participating Entity shall provide to the Trust or make available to the Trust for inspection all payroll or wage reports required by the Boa,d upon request. 1 he Board may at any time vote to nave an audit of a Participating Entity's payroll .ecmds performed by an independent Certified Public Accountant or other qualified individual or orga,,;ration as determined by the Board to confirm the accuracy of required reports and to confirm the correct levels of rv„t„but;ons. 5.09 Contributions 1..evocable. Subject to the provisions of Article XVII with respect to 9 winrnratron ut-ih;., Trust Agreement, Article Xv1 with respect to suspension and expulsion and Article XV with respect to voluntary termination of membership in the Trust, all Uontributions to the Fund shall be irrevocable and under no circumstances shall any monies properly paid into the Fund, or any part of the Fund, be recoverable by or payable to a Participating Entity or any Employee, nor shall any of- the same be used for or diverted to purposes other than for the exclusive program of benefits for Employees and other covered persons as provided in this Trust Agreement. 5.tu Assessments. In the event a deficit shall develop Wh;ch is creditable to any plan or fiscal year, the hoard shall specifically notify each Participating Entity of such deficit and vote to order an assessment to the Participating Entities sufficient to cure the deficit. Assessments shall be distributed among the Participating Entities on a pro -rata basis, as calculawd by the amount of each member's contributions for the plan or fiscal year to which the defic;t ;s credited. AsSess,..er.is shall not exceed the amount of the member's annual contribution to the pool. All 5uuh a5Se55nrent5 shall be made to comply with applicable provisions of A.K.S. § 11-952.01 et seq. AKfICLE VI. PAYMENT Or sr:lvr:rrrS b.Ut Benefits Liability. Subject to the terms and coediiio,,s set forth in this i rust Agreement, the Summary Plan Description and other procedures, rules; regulations and conditions established by the board, the l rust shall pay all claims for which each Part cipat;.rr Entity's Beneficiaries would be liable and WOU15 be entitled to receive benefits under the Employee Benefit Program. 6.02 Discharge of Liability. aubject to the terms and conditions set forth ;.. this Trust Ag.eerr,errt, the Summary Plan Description and other procedures, rules, regulado.rs and conditions established by the Board, liabilities incurred for claims for services rendered to the Beneficiaries of Part;c;pati,% E..tities under the Employee benefit Program will be relieved only by payment of claims by the Tuna, by the Beneficiary or by such other party who may be deemed responsible for payment of -such Claims. b.u3 Method of rayment. 1 he board shall arrange for d;sburse..rent of benefits under the Employee benefit i rust through a benefits Administrator appointed by the Board. 6.04 Su.r..nar y Plan Description. The benefits to be provided pursuant to the Trust Agreement, Whether by Self fu.rding or by insurance contract, shall be set forth in one or more Summary Plan Descriptions which shall also explain the eligibility rules for coverage for employees ar.d dependents. 6.05 Protection of Employees. Pi;or to payment to an Employee or other beneficiary, all assets of the Trust shall be owned by the T. ust and shall not be liable in any way for any debt or obligation of any Employee. To the a,&L'crrt permitted by law, all i rust benefits shall be exempt from attachment, garnishment, levy of- execution; bankruptcy proceedings, or other legal process at any time subject to the Trustee's possession and control; but in any event, such assets shall be 10 subject to such process only to the extent of such Employee's benefits hereunder as they cu,,,e due. 6.ub Employee Claims to Benefits. No Employee or other Beneficiary shall have any right or claim to benefits under the Employee Benefit Plan a.&cept as specified in the policy or policies or contract or contracts or sell-tunded benefits procured o, entered into pursuant to Articles 11 and iv of this Agreement and as set forth in the Summary Plan Description. Any disputes as to eligibility, time, amount, or duration of benefits shall be resoled by the appropriate insurance carrier or Benefits Administrator, under and pursuant to the applicable policy or contract; and the Employee or other Beneficiary shall not have the right or claim in respect thereto against the Fu„ d o, The Board. Any dispute as to eligibility, type, amount, time or du,at;on of benefits provided by the Fu„d as self-funded shall be decided by the Board, and all disputes shall be finally settled pursuant to Article VII of this Agreement. 6.07 Maintenance of Reserves. The Board shall maintain, as part of the Trust Fund, claim reserves in an amount at least equal tu known incurred losses and reasonable estimates of claims incurred but not reported. omg l+ailure to ray Benefits. Neither the Participating E„ tities nor the Board shall be liable for the failure or omission, for any reason, to pay any benefits undo, the Employee Benefit rrogram. If for any reason, including, but not limited to, epidemics, catastrophes, or normal depletion, the Board determines that self-insured tunas are insufficient to pay current ela;,,,s, the amount of be„efts payable to an eligible Employee or other Beneticiary shall, in all e,,ent�, be limited to the extent that autfe;e„t funds are available to the Board for the payment .of all such claims; and, in such event, benefan payments to each eligible Employee or other Beneficiary shall be limited to the extent that sufficient funds a,e available from the trust tuna, and shall be further prv,ated in such amounts that all such claims shall be treated proportionally equal to the ratio that such total claims bear to the funds that are available for such payment. if any controversy or dispute exists concerning such matters, they shall be settled in accordance with the provisions of Article v11 of this Agreement. AKIIULE V11. CUNTROVERSIES AND DISPUTES 7.01 Interpretation of Trust vocuments. The Board of Trustees shall have the power to construe, inte,pret and apply the provisions of the Agreement and Declarativ„ of Trust or any ame„dn,c„t3, , ules or regulations adopted pursuant thereto and the terms used he, e;„ m-ld any construction, ;„te,p,etation or application adopted in good taith shall be final and binding upon the Participating E„t,t,es, and upon Employees and their respective families, dependents, successors, assigns; enecuto,s, administrators and/or their legal representatives. 7.02 Settlement of Benefit Cla;,,.s. The Board may, in its sole discretion, compromise or settle any disputed benefits claim controve,,,y ;n such manner as it deems appropriate and consistent with applicable law and regulation. All decisions made by the Board shall be conclusive and binding upon all parties. I1 ARTICLE VH1. RESPONSIBILI I JES ANL LIABILITIES H.Ul Responsibilities and Liabilities of the Board of Trustees. The Board shall only be responsible for monies when and it said monies are received in accordance with the provisions of this Trust Agreement. l he Trustees shall only be reapv„„ble t-6� any liability arising from their respective gross negligence, bad faith or willful misconduct in ha„dl;„g of the monies received in hand by them for execution and administration of -the terms of the 1~u.,d. The Trustees shall not be responsible for the actions or omissions of their Co -Trustees, nor for the acts U. omissions of other agents, or for any of the acts or omissions of any insurance company or its agei,ts, servants or representatives, including, but not limited to non-payment of claims by an insurance company or companies for any reason. No 1 rustee shall be entitled to any indemnitications of court costs or attoineya' teen tion, any liability arising from nis/her own willful misconduct, bad faith U, gross negligence. To the eAtent that their actions do not constitute willful misconduct, bad faah or gross negligence, Trustees Shall ot be liable for actions taken on advice of counsel for the Trust as provided in Section 4.03. 8.02 Successors' Liability. No Successor Trurtee shall be liable or responsible for any acts or defaults of his/her predecessor(s), or for any losses or enpenaes .esulting from or occasioned by acts or omissions of the prior administration of- the Fund or the Trust. A Successor Trustee is responsible solely for his/ner actions as set forth in Section 8.01 herein. ARTICLE 1X. AMEINIUMEIN'1' Ula' THE '1'KUS'I' AG EEMENT 9.01 Powe, a. It ;,, ant;c;pated that in the administration of this Trust, conditions may arise that are not foreseen at the tune of execution of this 1 rust Agreement and it is the intention of the -Participating Entities that the po W e. of amendment which is herein granted be exercised in order to carry out the spirit, object and purposes of the Trust. Therefore the general power is granted by the Participating Entities to amend this Agieen,ent ;n accordance with the procedures set forth in Article 1A of this Trust Agreement. All parties to the T.ust and all persons claiming any interest hereunder are and shall be bound thereby. 9.02 Procedures. rrior to amendment of this Trust Agreement, the Board ahall notify each Participating rntity not less than thirty (3U) calendar days prior to the date on which such proposed amendments are to be considered by the Board of Trustees. Such notice shall set forth in sufficient detail the nature of the proposed amendments and shall invite questions or eo,nnnents. Ame.idments to the Trust Agreement snail require a 2/3 vote of the Board of Tivateea. App.oved amendments shall be signed by the Lnairperson of the Board of Trustees. Amendments to the Ti uat Agreement shall be filed with the governmental entity or entities as required by law and in the manner provided by law for such agreements. -Proposed amendments to the Trust Agreement shall be ,ev;ewed and approved in writing as to form by counsel for the Trust prior to consideration by the Board of Trustees. Following approval by the Board of - T rustees, proposed amendments shall be 5ubiii;tted to the Governing Boards of the rarticipating Entities. A proposed amendment shall become effective on the date specified after approval by the Governing Boards of no less than '/4 of the total number of Participating hntities. Upon 12 approval of a proposed amendment by the Lequisite number of "overning hoards as provided herein, a Participating Entity whose Governing Board fails to approve the proposed amendment may elect to voluntarily terminate its memberah;p in the Trust pursuant to the provisions of Article AV of this 1 rust Agreement. AK'11ULE X. NUN -VESTING OF RIGHTS 10.01 Rights Not Vested. No Employee, family, dependent, Beneficiary LLoL any other person or gLoup ,Lor their respective successors, assigns, nor legal representatives, shall have any right, title or interest, vested VL otherwise, in or to the t+und, its corpus (income or increLLLeLLts thereto), insurance dividends, cash value, if any, or any insurance or benetits or mon;c., payable therefrom, payments from the Fund, or in or to the eligibility requirements for benefits as changed or altered. Any participating Employee who withdraws or ceases to panicipate ;LL the Employee Benefit Program shall be deemed to expressly waive and forfeit any right, title or interest in and to the bund, its corpus aLLd assets. No Employee, family, dependent, Beneticiary nor any other person or group nor their respective successors, assigns nor legal representatives snail nave any right in or to the frust Fund, corpus, insurance dividends, cash value, it any, of insurance, interest, income, benefits, or any benefits or mmicy payable therefrom, or anything arising out of or in this crust during the term of this Agreement aLLd any benefit he or they may have is forever terminated and discharged upon the Employee's terminatio,, of employment with the Participating Entity (voluntary or involuntary discharge or otherwise); oL when this trust Agree,LLeLa ;s teLLLL;LLated, wound up or dissolved. No benefit, right or interest of the to, going is transferable by the Employee to another Employee or person, corporate or otherwise vAcept to physicians, hospitals and a ether person or institution furnishing medical services with;,, the terms of this Trust Agreement. No monies, property or equity of any nature in the P'und, ,or insurance policies or benetits or mon;e5 payable therefrom, nor investments, nor deposits nor any part or portion of the rund, shall be subject ;LL a,Ly manner by any Employee, or person claiming through such employee, ownership, anticipatioH. alienation, sale, transfer, assignment, pledge, encumbrance, garnishment, attachment, execution, mortgage I;en or charge of whatsoever nature or kind and any attempt to cause the same is and shall be null and void. ARTICLE X1. rxuvlSmivS RELATING TO INSURANCE COMPANIES 11.01 Status of Insurance Companies. No insurance company that issues ay policies or contracts tbL the puLpose of fulfilling the terms of the Agreement shall be deemed to be a party to this Agreement, no,, ,hall it be responsible for the validity of this Agreement, nor ;s this Agreement in any manneL for the benefit of any insurance company or companies. No insuLance company shall be required to determine the validity of this Agreement or to question the authority of or action of the Boa.d, or be responsible to confirm that any action taken by the Board is authorized by the terms ofth;a Ag.eement. AK'1'1CLE X11. PROGRAM ADMINIS t mAi.tine ti.ut Allocation of Administrative Duties. The Bouid shall have the full obligation and 1-3 responsibility for administration of the Employee Benefit Prog.a..i but may designate any pe.w.., firm, co.poration or other entity as an agent or representative, for pu.poses of canying out the objectives of the Trust. The Board shall designate an administrato, to ca..y out the policies established by the Board and to provide day to day management. An ad...;nistrator appointed pursuant to Smiion 12.03 may also serve in this capacity. 12.02 'Termination of Agents. The Board may remove any agent for administration at any time, without cause, after thing (30) cale..dar days written notice to the agent unless otherwise provided in contracts for employment of such agents that were approved by the Board. 12.0 uonsultant/Administrator. The Board shall .etain a Benefits Administrator and a Trust Administrator, both of whom must be licensed pursuant to Title 20, Chapter 2, Article 3 or 9 or such other law as may be applicable. Such licensing shall be Ve.ified by the Board prior to any appointment pursuant to this section. The Board shall keep rn ..utes of its actions and shall .effect in those minutes the retention of these Administrators and the a.eas of their authority as requ;.ed by A.R.S. § 11-952.01(H)(:)). 12.04 Duties of Agents. Agents shall perform all designated duties in a workmanlike and professional manner and shall keep accurate and complete records of activities as prescribed by the Board. Any agent designated as Be..efits Administrator shall, in addition to the other duties set forth in this section, keep its recv.ds open for examination at reasonable times duri..g business hours by any person authorized by the Board of Trustees and shall, within sixty (60) calendar days after the end of each Trust year or such other date as determined by the Board, file with the Board a complete statement of its administrat;,,e activities during the period of time since the closing date of the previous statement. 12.05 Bus;ness Offices. The 1 rust may establish offices within the State of A.;.&ona as required to, the eo..duet of business and may employ necessary staff to carry out the pu.poses of the Trust. AKTICLE XIII. ADDITIONAL MEMBERS 13.01 Eligibility for Membership. Effective July U2, 2012, cities; towns, counties, fire districts, municipal co.porations and any other political subdivisions of these types of entities as may be eligible for membership pursuant to A.K.S. § 11-952 et seq. located ,iihi.. the State of Arizona shall be eligible to be considered for membership as a Participating Entity. 13.02 Application fo, Me,,.bershiy. An entity desiring membership in the Trust may petition the Board for permission w become a Participating Entity. Applicants shall submit application forms as prescribed by the Bna.d and shall provide such additional information as may be requested in order to fully evaluate the application. Completed applications and supporting data shall be submitted no later than the deadl;..es established by the Board. Applications deemed incomplete by the established deadlines ...ay be rejected at the sole discretion of the Board. 14 13.03 App■oval of Applications. Lompleted applications will be reviewed and evaluated based on standards established by the Board to ensure that approvals of applications are based o., the best interest of the frust; its Participating Entities and their Employees. Decisions of the Boa.d may be based upon recommendations of their employees or agents. The Board, in a regularly convened meeting, may, by two-th;.ds vote, approve the application for membership subject to such terms and conditions as may be established by the Board in their sole discretion. Decisions of the Board with respect to membership applications will be final. if acceptea for membership, an entity will be bound by all applicable terms and co..dii;ons of this Agreement and Declaration of 1 rust as well as all policies, procedures and regulations established pursuant to this Agreement. Kepresentatives of Participating Entities appro"ed for membership may attend meetings of the Board of Trustees, but will not be allowed to ,ute or otherwise formally participate in the governance or benefits of the Trust until the date o,. Which the Entity's Employees become eligible to receive benefits under the Employee Benefit P.og.a.... ARTICLE xiv. LURA MIN UY AGREEMLEINT 14.01 1'erm of Agreement. 'Th;s Declaration of Trust shall continue in full force and effect until terminated as provided in accordance Wath the procedures set forth in Article XVII of this "frust Agreement. mmz initial Term of Participation; Renewals. The ;..;t;al membership term for new members shall be for a period of not less than thirty six (36) calendar month. The length of the initial term shall be set to align the rarticipating Entity's membership term with the July 01 to June 3u riscal Year of the Trust at the earliest possible date. Membership in the Trust may not be terminated by any Participating Entity during the initial membership term except as expressly p.v„;ded herein. Nvtw;th3tanaing these limitations on voluntary termination, coverage under the Employee Benefit Plan may be suspended or terminated as provided herein for nonpayment of Entity Premiums or other violasimis of the terms of this Agreement and Declaration of Trust. Aftei expiration of the initial membership term, a Participating Entity may terminate its participation as provided in Article XV herein or may request that the Board of 1 rustees approve an additional Kenewal Term. Kenewal terms shall be fu, thirty six (36) calendar months. Approval of Kenewal berms requires a 2%3 vote of the Board of 'Trustees. Membership in the Trust may not be voluntarily terminated during Kenewal Terms except as eap.essly provided herein. 11 .0 1Qon-Appropriation renalty. In the event a Participating E..t;ty fails to appropriate the funds for any particular plan year, or portion of a plan year, within that Participating Entity's initial term of participation, or the current renewal term, which is applicable, the Participating Entity agrees to pay a penalty in an amount equal to what that Participating Entity' Ubl;gations would have been for the entire remainder of the initial tern of participation, or the current re..ewal le...., wh;chever is applicable, had the appropriation been made. 'the "initial term of participat;o..” a..d the "renewal term" are set forth in Section 14.u1 above. 15 ARTICLE XV. VOLUNTARY TERMIlvA11UN UP ivlr;iv BEIKS1r11Y 15.ul Procedure. Membership in the Trust may be voluntarily terminated by a Participating Entity upon conclusion of its Initial Term of Participation or a subsequent renewal l erm, subject to the following conditions: (a) written notice of voluntary termination must be received no late than ninety (90) calendar days prior to the last day of the Participating Entity's I.ir;al Term of Participation or current xenewal I erm, as applicable. (b) "lbiiii;iiat;m, ,,ill be effective as of the last day of the Participating Entity's Initial 'Perm of ParEicipat;o„ ei current Renewal 1 erm, as applicable. (c) once termination is ettective, a foumer Participating Entity snail not be eligible for readmission to the Trust for a m;,,;..um of three fiscal years. Application for readmission shall be made according to the procedures set forth in Article X111 of this Agreement. (d) 1 ermination will not relieve a former Participating E..Iity of any obligations, financial or otherwise, imposed upon Participating Entities puiauant to this Agreement for the period during which the tormer Participating 1✓„t;ty Was a �.xmber of the Trust. (e) Participating Em;t;e� teiLi„inating their membership in the Irust in accordance with this Article shall receive surplus amounts due them and shall remain liable for deficits owed by them to the T,ust in accordance with Article 19.02 of this Agreement. t5.ul Termination line to Amendment of the Truai Ag.ee.,ent. Notwithstanding the provisions of Article 13.u1 a Participating Entity may elect to ,oluntarily terminate its membership prior to the end of their initial Term of Participation or the;�, subsequent Renewal Term provided the rarticipating Entity provides a ninety (9u) calendar days advai,ce notice as required by A.R.S. § 11-951.u1(L), under the tol lowing conditions: (a) The Governing Board of the Participating Entity wishing to terminate its membeish;p pursuant to this Article must nave tailed to approve a proposed amendment to the Trust Agreement which was approved by the requisite number of Governing Boards pursuant to Article 9.02 of this Trust Agreement. (b) The approved amendment tu the Trust Agreement is to become effective prior to the end of the current renewal peg;ed. (c) The proposed date of termination of membeiahip is to be on or before the ettective date of the approved amendment to the 'frust Agieement or upon such later date as 16 may be approved by the Baa,d of Trustees during which period the terminating entity shall not be subject to the p,uvis;ons of the approved amendment to the trust Agreement. (d) Any voluntary termination pursuant to this Article 15.02 shall also be subject to the provisions of Article 1S.U1(c) of this Trust Agreement. (e) rarticipating Entities voluntarily terminating their me,,,be,ships in the Trust in accordance with this Article shall receive surplus amounts due the,,, a„ d shall remain liable for deficits owed by them to the 1 rust in accordance with Article 18.02 of this Trust Agreement. ARTICLE XVI, SuSrhiNSwN AND EXPULSION 16.01 Suspension. In the event that any Participating Entity shall fail to make its contributions as specified herein, or shall fail to eo,,,ply with any other terms or conditions of this Trust Agreement or other requirements established by the Board, the tsoard may suspend benefits provided to the beneficiaries of that Participating E„ tity. Prior to any suspension, the board shall provide written notice of default to the Participating E„tity. The notice of default shall advise the Participating Entity that: (a) Unless the default is cured within ten (lU) calendar days of receipt of the notice, coverage may be suspended for a period of up to eighty (80) calendar days ,it furthe, notice or administrative process. (b) During the eighty (80) day suspension period, the Board of Trustees shall determine if the Participating Entity should be expelled as a rarticipating Entity effective ninety (90) calendar days following receipt of notice of expulsion. (c) that prior to removal of any previously-impoDed suspension; the Board may impose specific reasonable conditions for reinstatement of coverage and continued membership in the 1 rust. (d) That the defaulting rarticipating Entity will be liable for unpaid p,e,,,iums and/or benefit payments, administrative costs and other costs incurred by the Trust between the date that premium payments became in arrears and the date of suspe„Din„ of benefits plus interest accrued as provided in Section 3.U2 of this lrust Agreement. 16.02 Expulsion. Partic;pating Entities may only be expelled from the Trust upon a majority vote of- a quorum of Ti uz�teea and upon the statuto, y required ninety calendar (9U) notice pr;u, to the effective date of expulsion. Participating Entities that are expelled from membership i,, accordance with this Article shall receive su,plus amounts due them and shall remain liable for deficits owed by them to the Trust in acco,da„ce with Article 18.03 of this Agreement. 17 ARTICLE XVII. TEKH1fNA11UfN UY TKUS'T 17.U1 Termination by the 'Trustees. The Trust c,eated by this Agreement and Declaration of 1 rust may be terminated at any time by formal resolulim, app.oved by majority vote or the Board of 1 rustees. 17.02 Notice of Termination. upon termination of the Trust as provided he.e;n, the Board shall forthwith notify all Employees and all other necessary parties. 17.03 Du. ativu afte. Termination. Notwithstanding any provision set forth in this Trust Agreement rega.d;ng du.at;on and termination of the trust, the Trust shall continue in ex;5tence for as long a period as may be ,eyuired to wind up its business. upon termination, the Boa.d shall continue in its capacity as a Boa.d of Trustees for so long a period as may be required to wind up the business of the Trust. 17.U4 Disposition of Trust Assets and Final Accuu„ting. Upon termination of this 1 rust, any and all monies remaining in the P'und shall be disposed of ;,, accordance with Article 18.Ul. At such time as the business o1 the trust is wound up, the Board shall .ender a final accounting of the affairs of the frust to the Participating Entities. Thereafter, the,e shall be no claim or action against the Board except as expressly provided herein and they shall have no further ,esponsibility or duties and they shall be discharged. ARTICLE XVIII. DISTRIBu tiU1x5 Ur SUKFLUSES AND DEFIUITS UPON TERMINATION OF THE TRUST, VOL u1NIAKY TEKMINATIUN OF MEMBERSHIP OR EXP U L51U1v 11H.Ul Termination of the 'Trust. Upon te....;,.at;on of the Trust, the tsoard shall, by majority vote, provide for the development of a plan (the te....;nation plan) to wind up the (rust's business over the course of a period not to exceed thirty s;., (36) calendar months from the effective date of the must's termination. The termination plan Shall provide for at least the following: (a) Payment of all administrative and other costs reasonably required tu W;..d up the T,ust's operations; (b) Payment of all outstanding claims liabilities of the 1 rust including, without limitatiu.,, all known cla;...,� and incurred but not reported liabilities; (c) Payment to the Trust of any deficits owed to it by any current or former Participating Entities; and (d) Payment of any outstanding amounts due to former Participating Entities that have previously voluntarily terminated their me...berships in the Trust in accordance with Articles i b.0 i or 15.U2 of this Trust Agreement. 1s 18.02 voluntary termination of Membersh;p. For entities voluntarily terminating membership as provided under Article 15.01 or 15.U2, Su -pluses and deficits allocated to the Participating Entity during the term of its membership, includ;„ g adjustments for administrative e.&pe„ses associated with the termination, shall be paid in aceo,da„ce with the following schedule: (a) Surpluses payable to the former rarticipating Entity shall be paid ;„ two (2) installments, with the first installment comprised of an amount not to exceed seventy five percent (75%) uf the total estimated amount due being paid no later than one hundred eighty (180) calendar days after the effective date of such termination, a„d any remaining surplus balances due being paid not later than twenty seven (27) months after the effective date of Such termination, or in accordance with such other schedule as may be agreed to between the former Participating Entity and the Board. (b) neficits payable to the t rust from the former Par[;c;pating Entity shall be paid in two (2) installments, with the first installment comprised of an amount not to exceed seventy five percent of the total estimated amount due being paid no later than one hundred eighty (18u) calendar days after the effective date of such termination a„d any ,emaining deficit balances due being paid not later than twenty seven (2/) months after the effective date of such termination, or in accordance with sua.h other schedule as may be agreed to between the former rarticipating Entity and the 1 rustees. (c) At the time of the final distribution of su,pluses or deficits as provided for in this section l SS.U2, the Board shall render a f„al accounting of the affairs of the l rust to the former rarticipating Entity whose member5h;p terminated as provided hereunder. 18.03 Expulsion. in the event that a rarticipating Entity ;s expelled and membership ;,.voluntarily terminated in accordance with Article 16.U2 above, surpluses and deficits allocated to the Pan;c;pat;ng Entity during the term of its membership, including adjustments for administrative 'cz.pe„ses associated with the termination, shall be paid in acco,da„ce with the following schedule: (a) kormer rarticipating Ent;tie. shall remain liable for the full amount of contributio„n, that would otherwise have been due to the frust during the period of time between the date of such Entity's expulsion and the scheduled end of such Entity's initial or Kenewal 1 erm of Participation. Amounts due to the 1 rust under this Article may be collected through reduction of any surpluses otherwise due to the former rarticipating Entity in accordance with Article 18.03 (b) o,, in the event the former rarticipating Entity has no surplus due to it, or that the amou„t due to the Trust under this Article exceeds the amount of surplus due to the fi,n,er Participating Entity, through assessment in accordance with Article 18.U3(c) of this frust Agreement. (b) Su,pluses payable to former rarticipating Entities that wee cApelled in accordance ly with Article XVI shall be reduced by the amount of the Member contributions that would otherwise have been due to the "frust during the period of time between the date of such Entity's expulsion and the scheduled end of such Entity's initial or Renewal 1 erm of Participation. The balance of any ,e,,,aining surpluses due to the former Participating Entity atter making such adjustment shall be paid in two (2) installments, with the first installment comprised of an amount not to exceed seventy five percent (75%) of the remaining total estimated amount due bei„s paid no later than o„e hundred eighty (iSu) calendar days atter the effective date of such expulaio,,, a„d any remaining surplus balances due being paid not later tha„ twenty seven (27) month. after the effective date of such expulsion, or in accordance with such other schedule as ,,,ay be agreed to between the former Participating Entity a„ d the Board. (c) Deficits payable to the 'frust from an enpelled former Participating 1✓ntity shall be paid in two (2) installments, with the first installment comprised of an amount not to exceed seventy five percent (75%) of the total estimated amount due being paid no later than one hundred eighty (i 8u) calendar days after the effevlive date of such termination and any remaining deficit balances due being paid not later than 1we„ty seven (27) months after the effective date of such termination, or in accordance With such other schedule a� ,,,ay be agreed to between the former Participating Entity and the Boa,d. (d) At the time of the final distribution of surpluses or deticits as provided for in this section 1S.U3, the Boa,d shall render a final accounting of the affairs of the "frust in the former Participating Entity whose membership terminated as provided hereunder. AKl'1CLE XIX. MISCELLANEOUS Iy.ul Prosecution and luetense of Lawsuits. In the event any claim, suit, action or legal or administrative proceeding is brought against the "frust, the Bva,d of Trustees, one or more Trustees or the Fund, in connection with any matter arising out of the ad,,,i„istration of the 1 rust o, Fund or in connection with this frust Agreement or in connection with any act or omission of the Boa,d of T,ustees or one or more of the Trustees, or in the event of any 5ui1, action or proceeding co,,,,nenced by the Board, including, but not limited to, a request to, a judicial settlement of accounts, a suit for construction, a bill of interpleader, or any other matter relating to the Trust, the Board ohall have the power and authority to employ legal counsel to represent it in any such suit, action or prouee& g. Expenses, including legal counsel tees and other costs shall be paid from the Fund as long as the Board has acted in good faith and not with g,o5s negligence, bad faith or willful miseo„ duct, it being the intent to indemnity the Trustees, individually and as a Board, against all ho„est mistakes in judgment and all acts or omissions that are not deliberate or willful violations ofthe duties of the Board. in addition, the Board shall have the right to commence and prosecute such auit5, actions or proceedings as it may determine are necessary and proper in order to protect the inr,est of the Trust or rund, and, in this connection, the Board shall have the same rights and entitlement to reimbursement for costs and expenses as heretofore described for the defense of lawsuits. 2u 19.02 Fiducia. y Liability. The fiduciary liability and funding of all eligible benefits as determ;..ed by the Plan Document shall be the sole responsibility of the Board aet;..g in their otticial capacity ad shall not be determined to be a fiduciary duty of any Participat;..g Entity. 19.03 Worker's Compensat;n... The insurance coverage contemplated by this Trust Agreement shall not apply in any case which is compensable under worker's Compensation. 19.04 Situs of Trust. The City of PhoeniA'County of Maricopa, State of Arizona, shall be deemed the situs of the Trust created hereunde.. All questions pertaining to validity, construction and administration shall be determined in accorda..ee With the laws of such State and County. this frust Agreement is deemed made, executed and del;ve.ed in such State. 19.05 Interpretation of must Agreement. Whenever any Wo.ds are used in this Trust Ag.eement in the masculine gender, they shall be construed as though they Were also in the te...;..;ne or neuter gender in all situations where they would so apply and whe.ever any words are used ;.. this Ti u5t Agreement in the singular form, they shall also be construed as though they were also used in the plu.al form in all situations where they would so apply, and whenever any words are used in this Agree...e..t ;n the plural form they shall be construed as though they We.e also in the singular form in all situations where they would so apply. IY.Ub Uaptions. It is understood and agreed that the capliUns and headings contained in this Trust Agreement are included for convenience only and that they a.c ..ot and shall not be deemed a part of the Agreement and that they shall in no way detine, limit ol eApand any of the terms, obligations or conditions set forth herein. 19.07 Severability. The parties agree that, to the extent that any provision of this T. ust Agreement is in conflict with a..y applicable statute, regulation or rule, that provision shall bu deemed unenforceable and the applicable statute, regulation or rule snail govern. Should any provision or term in this Trust Agreement be dee...ed or held to be unlawful or invalid for any reason, such a determination will not adversely affect the remaining provisions contained herein unless such a determination will mWe the operation of the T.ust impossible or impractical. In such a case, the appropriate parties shall immediately adopt 5ueh provisions as may be required to facilitate the proper functioning of the I rust. 19.08 Taxation of Contrinutions, Assets, Income and Benefits. This "frust Agree ,..ent is being e..te.ed into and contributions are being made based upon the expectation that eo..tributions made he.eu..de. Will not be subject to taxation and that benefits received by employee ar other beneficiaries W;11 ..ot be deemed compensation in determination of federal, state or local tax liability. The parties he.eto, individually and collectively, agree to take or cause to be taken any and all steps that may be .,ecessa,y or advisable in order to obtain and/or maintain a tax-e.empt status for this Trust. In the e v e..t that any provisions of this I rust Agreement are determined to impose tax obligations on any, Participating Entity or Employees or other Beneficiaries, any steps necessary to eliminate such obligation. Shall be taken immediately. Nothing in this section shall be deemed to impose liability on the Board; the T.ust or Participating bntities in the event that 21 co„ t,,ibutions or benefits are deemed taxable or in the event that investment income received by the T,uai is deteiiiiiiied to be suNect to taxation. 19.U9 Cancellation. Th;� Agreement is subject to cancellation pursuant to A.K.S. § 38-511. ARTICLE XX. STOP LuSS rxuvlSIUNS 2U.U1 Stop Loss Requirement. Specific sivp-loss reinsurance shall be an integral part of any sell-tunded benefit program established pursuant to this Trust Agreement. it is the intent of the parties to this frust Agreement that stop -loss cove,age, with such attachment points and policy limits as may be deemed necessary to protect the lu.� fund and allow complete and timely payment of benefits, be provided by an authorized carrier licensed to execute contracts in the State of Arizona. ARIA:LE AAI. LUSS UONTROL PROGRAM 21.01 Loss Cont, of P, ogram. The Board shall provide for the development and implementation of a program of- loss control fog each plan year of Trust operations. The loss control progiam shall be further described in the Plan of Risk Management approved each year and may include one or combinations of. (a) Specific and/or aggregate reinsurance; (b) Conventional insurance, partial or lull self-insurance; (c) Access to Preferred rrovider urganizations (PPO) for benefit otfering5: (d) Med;eal pie -certification, concurrent and/or post discharge review; (e) Large case management; (t) Health and wellness promotion; (g) hmployee assistance programs; and (h) Such other loss control programs as the Board may determine to be appropriate. AKIIULL BRIT. USE ANT) DISCLOSURE OF PROTECTED HEAL 1Il 11NrUKMA WN BY PARTICIPATING ENTITIES 22.01 The Participating Entities in the Arizona Metropolitan Trust shall only use p.otected health "Infolunaiivii ("PHI") to the extent of and in accordance with the uses and disclosure. permitted by the Health Insurance Portability and Accountability Act of 1996 ("H1PAA"). Spee;fically, the Participating E.,i;i;es may use and disclose rHl for purposes related to health care treatment, 22 payment for health care and health care operations. 22.02 Payment includes activities undertaken by the Participating Entities individually or ih.ough the Benefits Administrator to determine or fulfill its responsibility for coverage and provision of plan benefits that relate to a Beneficiary to whom health care ovided. these activities include, but a.e not limited to, the following: (a) Determination of eligibility, coverage and cost sharing amounts (tor example, c0A of a benefit, plan maximums and copayments as determined for an individual's claim), (b) Adjudication of health benefit clain. (including appeals and other payment disputes); (c) Subrogation of health benefit claims; (d) Establishing hmployee Uontributions; (e) Risk adjusting amounts due based on enrollee health ,taws and demographic eha, auw,L; stics: (t) Billing, collection aelivi ;es and related health care data processing; (g) Ulaims management and related health care data processing, including auditing payments, investigating and resolving payment disputes and responding to Beneficiary inquiries about payments; (h) Obtaining payment under a contract for reinsurance (i..cluding stop -loss and excess of loss insurance); (i) Medical necessity reviews or reviews of appropriateness of care e. justification of charges; (j) Utilization review, ;..eluding precertification, preauthorization, concurrent review and retrospective review; (k) Disclosure to consumer reporting agencies related to the collection of premiums m reimbursement (the following PHI ...ay be disclosed for payment purposes: name and address, date of birth, Social Security ,.umber, payment history, account number and name and address of the provider anTor health plan); and (1) Reimbursement to the I rust. 22.03 Health Care Operations include, but are not limited to, the following activities: (a) Quality assessment; 23 (b) Popular;v„-based activities relating to improving health or reducing health care costs, protocol develop,,,ent, case management and care coordination, disease management, contacting health care providers and patients with information about treai,,,ent alternatives and related fu„ct;ons: (c) lcating provider and plan performance, including accreditation, certification, licensing or credentialing activities; (d) underwriting, premium rating and other act;,,;i;es relating to the creation, renewal or replacement of a contract of health insurance or health benefits, and ceding, securing or placing a contract for reinsurance of risk relating to health care claims (including stop- loss insurance and excess of loss insurance); (e) Cu„dum;ng or arranging for medical review, legal services and audltlug functions, includ;„ g fraud and abuse detection and compliance programs; (t) Business planning and developme,.i, such as conducting cost -management and planning - related analyses related to managing a..d operating the 1 rust, including formulary development and administration, development e, improvement of payment methods or coverage policies; (g) Bua;ness management and general administrative activities of the frust, ;„eluding, but not hinkcd in: (i) Management activities relating to the - implementation of and compliance with H1FAA's administrative simpliticai;nn ,equirements, or (ii) Customer service, including the provision of data analyse fe, Employees, the Trust or other Beneficiaries; and (h) Resolution of- infer„al g„ evances. 22.U4 1 he Participating Entity agrees to: (a) Not use or further disclose FHI other than as permitted or re4"Ied by the Plan Document or as required by law; (c) E„su,e that any agents, including a subcontractor to whom the Participating Entity provides PHI received from the Flan agree to the same restrictions and cond;i;vns that apply to the Participating Entity with respect to FHI; (d) Not use or disduac PHI for employment-related actions and decisions unless authu,;f-ed by a Beneficiary; (e) Not use or disclose PHI in connem;o„ with any other benefit or employee benefit plan of 24 the Participating Entity unle55 authorized by a Beneficiary; (t) Keport to the Trust any PHI use o, disclosure that is inconsistent with the uses or disclosures provided for of which it becomes aware; (g) Make rril available to a l3eneticiary in accordance with HIPAA's access requirements; (h) Make rNi available for amendment and incorporate any a,,,endments to rHl in accordance with HIYAA; (;) Make available the information required to provide an accounting of disclosu,e; (j) Make internal p,act;ces, books and records relating to the use and disclosure of- PHI received from the Plan available to the HHS Secretary for the purposes of determini,q the Trust's compliance with HIPAA: and (k) It feasible, return or destroy all PHI received from the Trust that the rarticipating Entity still maintains in any form, and retain no cop;e5 of such PHI when no longer needed for the purpose for which disclosure was made (o, ;f ,eturn or destruction is not feasible, limit further uses and disclosures to those purposes that make the return or destruction infeasible). 22.05 1„ accordance with HIPAA, only the following employees or classes of employees of a Participating l,,tity may be given access to rHl: (a) 'the human resources d;,ector or the individual assigned by the governing body of a Participating Entity to perform 5a;d function; and (b) Staff designated by the person assigned pu,5ua„t to Article 22.0:5(a). zz.vb the persons described in Article 22.05 may only have access to and use and disclose PHI for plan administration functions that the Trust performs for the Participating Entity. 22.07 If the persons described in Article 22.U5 do not comply with the Plan Document, the l rust may provide a mechanism for resolving issues on noncompliance, includ;„g d;sciplina,y sa„ct;a„5. "l5 EXHIBIT A Participating Entities — Arizona Metropolitan Trust as autnorized and approved by the Board of I rustees as of July 1, 2012 includ;..g Initial Terms of rarticipation established pursuant to Article 14.02 of the Trust Agreement. irarticivating n 1 1. Lity of Apacne Junction 2. City of Avondale 3. City of El Mirage 4. Town of Youngtown July U1, 2012 - June 30, zu18 July U1, 2012 - June 30, 2018 July 01, 2012 - June 30, 2018 July 01, 2U12 - June 30, 2018 Participating Entities — A.izona Metropolitan Trust as authorized and approved by the Board of Trustees effective March 1. 2015: rarticluattnnry Buckeye Valley mire District Tminnessidwir March 01, ZU15 - June 3U, 2U19 Participating h;ntities — Arizona Metropolitan "frust as authorized and approved by Me Board of Trustees effective July 1, 2u15: Participating Entity P;..al County 2b Membership Tux aaa July U1, 2U15 - June 30, 2018 EXHIBIT B TO RESOLUTION 2016-05 [Trust Bylaws] See following pages. 2640932.1 Arizona Metropolitan Trust (AzMT) Bylaws Effective: July 01, 2012 Revised• October 21, 2015 TABLE OF CONTENTS Section Title Pae s 1. Definitions 1 - 2 2. Investments 2 3. Expense Reimbursement 2 - 3 4. Meetings 3 5. Officers 3 - 4 6. Audits 4 7. Entity Contributions 4 - 5 8. Membership 6 9. Operations 6 - 8 10. Amendments to Bylaws 8 - 9 Section 1. Definitions The following are definitions of terms as used in these By -Laws as well as the Trust Agreement. To the extent a term is not specifically defined in these By -Laws, but is defined in the Trust Agreement, the term shall have the meaning given to it in the Trust Agreement. 1.01 "A.R.S." shall mean the Arizona Revised Statues, as amended. 1.02 "Beneficiary" shall mean Employees, their dependents and such other persons designated by the Participating Entities as eligible for coverage as set forth in the Summary Plan Description and approved by the Board. 1.03 `Benefits Administrator" shall mean the person(s) or firm employed by the Board who is responsible for processing of claims and payment of benefits, and related services. 1.04 "Board of Trustees" or "Board" shall mean the Trustees of the Arizona Metropolitan Trust acting in their joint capacity as the governing board of the Trust. 1.05 "Employee" shall mean any person employed by a Participating Entity on a regular basis working not less than the number of hours per week required by the Participating Entities for eligibility, and who are not eligible for benefits under any other employee benefits to which the Participating Entity makes contributions. 1.06 "Employee Benefit Program" shall mean the program of benefits to be established by the Board pursuant to this Trust Agreement and A.R.S. § 11-952.01(c). 1.07 "Employee Contributions" shall mean any contributions made by Employees whether comprising part of the Entity Premium or whether made directly to the Fund in order to obtain coverage by the Employee Benefit Program. 1.08 "Entity Contributions" shall mean the contributions made by Participating Entities comprising all or part of the Entity Premium. 1.09 "Entity Premium" shall mean the total monies paid by each Participating Entity to the Fund for the Employee Benefit Program, and shall be equal to the sum of Entity Contributions and Employee Contributions. 1.10 "Fund" shall mean the Trust Fund created by this instrument, and shall mean generally, the monies, property, contracts or things of value, tangible or intangible, received and held by the Board for the uses and purposes of the Trust, set forth therein, and those things of value which comprise the corpus and additions to the fund. 1.11 "Governing Board" shall mean the policy making board of a Participating Entity duly elected or appointed to their respective positions in accordance with the laws and constitution of the State of Arizona. 1.12 "Participating Entities" shall mean those entities listed in Exhibit A which is attached hereto and incorporated by reference herein, and such additional Participating Entities as may be approved for membership by the Board of Trustees pursuant to Article XIII of this Trust Agreement. 1.13 "Summary Plan Description" shall mean the document(s) which generally describe the employee benefits to be provided by the Trust to the Beneficiaries. 1.14 "Trust" shall mean the entity established by the Trust Agreement pursuant to A.R.S. § 11- 952.01 et seq., which shall be referred to as the Arizona Metropolitan Trust. 1.15 "Trust Agreement" shall mean this Agreement and Declaration of Trust dated July 01, 2012 and any modifications or amendments thereto. 1.16 "Trust Administrator" shall mean the employee benefit consultant retained by the Trust to carry out the obligations of this Agreement in compliance with Arizona Revised Statute § I I - 952.01(H)(5). 1.17 "Trustee or Trustees" shall mean the individual Trustees and their successors as provided for in this Trust Agreement. Section 2. Investments Investments of Trust cash assets not required for immediate operating expenses may be invested by the Trust, but the investments are to be limited to the following investments: A. Government Securities; B. State of Arizona Local Government Investment Pool (LGIP); and C. Other investments allowable under A.R.S. § 35-323. Notwithstanding the provisions of this section, each type of investment actually utilized shall be subject to prior approval of the Board of Trustees. Section 3. Expense Reimbursement Trustees shall be entitled to receive reimbursement for actual reasonable expenses incurred in carrying out their duties as a Trustee and which are consistent with the Trust Agreement including, but not limited to: A. Meals, Lodtins!, Air Travel. Reimbursement for the actual amount of meals, lodging and air travel expenses as evidenced by receipts. PA B. Automobile Mileage. Reimbursement for automobile travel expenses at the rate established by the Internal Revenue Service for purpose of travel expense deductions. C. Other Expenses. Expenses reimbursed under this provision shall be limited to those which would be reimbursable under the policies of the Participating Entity that the Trustee has been appointed to represent. Section 4. Meetings A. Open Meeting Laws. All meetings of the Trust shall comply with the requirements of the Arizona Open Meetings Law. B. Annual Meeting. The Trust shall designate one of its regular quarterly meetings as the Trust's Annual Organization Meeting for the purpose of selecting officers and to conduct such other business as may be necessary. To the extent possible, the Board of Trustees shall utilize the same quarterly meeting each year as the annual meeting. C. Special Meeting. The Chairperson may call a special meeting upon seven (7) days notice to Trustees. A special meeting may be also be called by a number of Trustees equal to one less than a majority of the Board. In the event of an emergency, a special meeting may be held with such lesser notice as may be appropriate and otherwise permissible by law. Upon calling a special meeting, the Chairperson or Trust Administrator shall promptly notify all Participating Entities and shall prepare and distribute a written agenda in compliance with the requirements of the Open Meeting Law. Section 5. Officers A. Election of Officers. At the Annual Organization Meeting, there shall be selected from the Board of Trustees of the Trust, a Chairperson and a Vice Chairperson. In addition, the Chairperson shall designate a Recording Secretary. These officers shall have the authority to act in those circumstances and on those matters as specified in the Trust Agreement, in these Bylaws or as otherwise directed by a majority of the Board of Trustees acting in a public meeting. B. Term of Office. Each officer selected shall serve for a period of one year, and be eligible for re-election for successive terms, or until his/her successor is duly elected and takes office. C. Duties of Officers. The officers of the Trust shall have the following duties: Chairperson. The Chairperson shall preside at all meetings of the Board of Trustees and perform the usual and customary duties of the Chairperson and such other duties as may be prescribed by the Board of Trustees from time to time. The Chairperson, alone or together with such officer or officers as the Board of Trustees may designate by resolution or bylaw, may sign any contracts or other instruments which the Board of Trustees have authorized to be executed. 2. Vice -Chairperson. The Vice Chairperson will, in the absence of the Chairperson or in the event of the inability or refusal of the Chairperson to act, perform the duties of the Chairperson. 3. Recording; Secretary The Chairperson shall appoint a Recording Secretary who shall keep minutes of all meetings, proceedings and acts of the Board of Trustees, which records shall be available at the Principal Office for inspection by all the Trustees and interested persons during usual business hours. Such records and minutes need not be verbatim. The Recording Secretary need not be a Trustee. Section 6. Audits A. Mandatory Financial Audit. The Board of Trustees shall retain the appropriate independent professional to perform an annual financial audit as provided by applicable law and the Trust Agreement. In addition to complying with the requirements imposed by statute and the Trust Agreement, the financial auditor shall perform such additional duties as may be directed by the Board of Trustees. B. Recommended Audits. In addition to the mandatory audit, the Board of Trustees may conduct the following audits at such intervals as they may determine is in the best interest of the Trust: 1. Claims Audit. The performance of the Benefits Administrator may be audited to determine whether claims have been paid in accordance with applicable provisions of the Plan Document or to otherwise evaluate the general or specific performance of the Benefits Administrator as deemed appropriate or desirable by the Board of Trustees. 2. Operational Audit. The Board of Trustees may direct that an independent party conduct an operational audit of the Trust, its individual service providers or any aspect or operation of the Trust. Section 7. Entitv Contribution A. Entity Contribution Payments. Participating Entity Contribution payments shall be due and payable as of the last business day of each month. B. Entity Contribution Rates. Contribution rates shall be established annually or at other intervals if determined by the Board of Trustees to be in the best interest of the Trust and its beneficiaries. Rates shall be based upon sound actuarial principles consistent with fiscal stability of the Trust and the interest of the Beneficiaries. C. Past Due Entity Contribution Payments. Entity Contributions not paid as of the date specified in Paragraph A of this Section shall be subject to the following late payment M process which shall be in addition to any penalties set forth in the Trust Agreement: 15t Late Payment — Letter of Warning; 2nd Late Payment — Shall accrue a late payment penalty equal to 0.5% of the Entity's current monthly billing amount; 3rd Late Payment — Shall accrue a late payment penalty equal to 1.0% of the Entity's current monthly billing amount; 4th Late Payment — Shall accrue a late payment penalty equal to 1.5% of the Entity's current monthly billing amount; 5th Late Payment and thereafter — Shall accrue a late payment penalty equal to 2.0% of the Entity's current monthly billing amount. 1. Late Payment Penalty Timing_ The late payment penalty shall be added by the Benefits Administrator, or Trust Administrator, to the Entity's monthly contribution statement and shall be due and payable as part of the Entity's next monthly contribution. 2. Penalties Cumulative. The late payment penalties set forth above are cumulative, such that any late payments during the term of the Trust Agreement, including payments that remain unpaid over more than one payment period, shall be counted for purposes of determining the total number of late payments. The following are two examples of the manner in which penalties may be cumulated: Example 1: A Participating Entity's first late payment receives a letter of warning. If the first late payment is not paid by the next payment due date, a late payment penalty of 0.5% shall be applied to any outstanding late balances. If the first late payment remains unpaid by the next succeeding payment due date, a late payment penalty of 1.0% shall be applied to any outstanding late balances, including any penalty amounts. Example 2: A Participating Entity makes the first three payments timely, but is late with the fourth, which results in a letter of warning. The Participating Entity then timely makes the next three payments, but is late with the eighth payment; a 0.5% penalty shall be assessed. 3. Discretionary Penalty Waiver. The Board of Trustees retains the authority to waive, at its sole discretion, the late payment penalty in the case of extenuating circumstances if requested by the Participating Entity. The decision whether to waive the late penalty shall be made at the Board's next -available regularly -scheduled meeting following the Participating Entity's request and such decision shall be final and binding. 5 Section 8. Membership A. Eligibility. Effective July 02, 2012, cities, towns, counties, fire districts, municipal corporations and any other political subdivisions of these types of entities as may be eligible for membership pursuant to A.R.S. § 11-952 et seq. located within the State of shall be eligible to be considered for membership as a Participating Entity. B. Application for Membership. 1. Form of Application. Application for membership shall be made on forms provided by the Trust. 2. Deadline for Application. Completed applications, as defined by the Board of Trustees, shall be received by the Trust no less than sixty (60) calendar days prior to the proposed date that membership would be effective. 3. Evaluation Criteria. Application for membership in the Trust shall be based upon criteria approved by the Board of Trustees. 4. Board of Trustees Action. The Board of Trustees shall act on applications no less than ten (10) business days after notification to the applicant that its application is complete. This limit may be extended in order to obtain additional information required by the Trust or other parties involved in the underwriting/selection process. C. Acceptance of Membership Invitation. Upon notification to an applicant of an offer for membership in the Trust, the applicant shall provide to the Trust a resolution of its Governing Body, no more than thirty (30) calendar days following such notification accepting the offer to become a member of the Trust. The resolution shall include: 1. Approval of the Trust Agreement and designation of a representative to execute the agreement; 2. Acceptance of the proposed schedule of premiums as determined by the Board of Trustees; 3. Acceptance of the Trust Bylaws as approved and adopted; and 4. Determination by legal counsel for the entity that the resolution and agreements are in proper form and are within the powers of the entity to approve. Section 9. Operations A. Applicable Laws. The Trust and its officers, employees and contractors will conform to all applicable state and federal laws, rules and regulations. Co B. Principal Office. The Principal Office of the Trust shall be the office of the Trust's legal counsel as follows: Jones, Skelton & Hochuli, P.L.C. ATTN: Michael Hensley, Esq. 2901 North Central Avenue, Suite 800 Phoenix, Arizona 85012 C. Risk Management Plan. The Board of Trustees shall prepare, or cause to be prepared, a Plan of Risk Management for the Trust. The Plan shall include one or combinations of the following: 1. The employee benefits to be offered through the Trust; 2. Limits of coverage, whether through self-insurance, conventional insurance purchased from a commercial carrier or reinsurance; 3. The amount of risk to be retained by the Trust; 4. Major loss control techniques to be implemented; 5. The proposed method of assessing Entity Contributions to be paid by each Participating Entity of the Trust; 6. A summary of the preceding year's operations and major activities planned for the coming year; 7. Coverage to be purchased from a commercial carrier, if any; and 8. Such additional information as may be identified by the Board of Trustees. D. Financial Statements and Operating Reports. The Trust shall provide its members with periodic reports concerning the financial condition and operation of the Trust. These shall be provided at least quarterly and may be made more frequently if specified by the Board of Trustees. E. Requests for Information. Requests for records or documents of the Trust shall be made through the Trust Administrator or the Trust's legal counsel. F. Allocation and Distribution of Surpluses and Deficits 1. Date Credited. Surpluses and deficits shall be credited to the fiscal year in which they accrue. 7 2. Surplus/Deficit Allocation. Surpluses and deficits shall be allocated amongst Participating Entities in accordance with the Surplus/Deficit Allocation Policy and according to such Surplus/Deficit Allocation Formula/Methodology as the Board of Trustees may from time to time approve. Adoption of the Surplus/Deficit Allocation Policy and the Surplus/Deficit Allocation Formula/Methodology to be followed in allocating surpluses or deficits shall be by two thirds (2/3) vote of the Board of Trustees. 3. Supplemental Assessments for Statutory Compliance. The Board of Trustees shall order supplemental assessments as needed to comply with applicable provisions of A.R.S. § 11-952.01. Supplemental assessments ordered by the Board of Trustees under this section shall be calculated in accordance with the Surplus/Deficit Allocation Formula/Methodology approved by the Board of Trustees at the time the supplemental assessment is ordered. 4. Supplemental Assessments for Deficits. The Board of Trustees may order supplemental assessments to cure deficits that arise in any fiscal year but which are not sufficiently severe to jeopardize the overall solvency of the Trust. Supplemental assessments ordered by the Board of Trustees under this section shall be calculated in accordance with the Surplus/Deficit Allocation Formula/Methodology approved by the Trustees at the time the supplemental assessment is ordered. 5. Release of Surplus. The Board of Trustees may allow for the release of surplus to Participating Entities through credits applied to monthly contributions in accordance with the Surplus/Deficit Allocation Policy and Surplus/Deficit Allocation Formula/Methodology approved by the Trustees at the time the release of surplus is authorized. 6. Votes for Assessments. Decisions by the Board of Trustees to order supplemental assessments or allow for releases of surpluses as provided for under this section shall be by two thirds (2/3) vote of the Board of Trustees. 7. Compliance with Applicable Law. The Board of Trustees shall comply with all applicable Federal, State and Local laws in allocating and/or distributing any surpluses or deficits. G. Restrictions on Dissemination of Entity Loss Experience. Consistent with the intent and policy of the Trust to spread risk among all members of the Trust, Participating Entities agree that only total (aggregate) loss experience of the Trust can be shared amongst its members; individual entity loss experience will only be shared with the entity for which it is applicable. Individual entity loss information shall never be shared with other Participating Entities. Section 10. Amendments to Bylaws A. Submission. Proposed amendments to the Bylaws should be filed in writing with the Board of Trustees no less than thirty (30) calendar days prior to the scheduled date of consideration except in cases of a bona fide emergency. A statement explaining the purpose and effect of the amendment shall be included. Proposed amendments to the Bylaws shall be reviewed and approved in writing as to form by counsel for the Trust prior to approval by the Board of Trustees. B. Notice to Trustees. All proposed amendments and accompanying statements shall be transmitted in writing to each Trustee at least fifteen (15) business days prior to the scheduled date of consideration. C. Consideration. Except in a bona fide emergency, amendments shall be considered at a regular meeting of the Board of Trustees. Amendment of the Bylaws shall require a majority vote of the Board of Trustees. 0 EXHIBIT C TO RESOLUTION 2016-05 [Schedule of Contributions] See following pages. 2640932.1 2016-17 Premium Rate Structure MT Metropolitan Trust Two -Tier EE ES EC EF EPO $486.43 $1,179.31 PPO $464.48 ; f ` r ` - $1,120.85 PPO Buy -Up $474.84 $1,148.43 HDHP $431.16 $1,024.54 Dental $34.31 $66.01 $75.21 $110.91 Vision $4.46 $8.72 $7.93 $12.23 Four -Tier EE ES EC EF EPO $486.43 $951.25 $875.19 $1,293.43 PPO $464.48 $905.77 $834.04 $1,228.47 PPO Buy -Up $474.84 $927.22 $853.45 $1,259.12 HDHP $431.16 $827.07 $761.21 $1,123.38 Dental $34.31 $66.01 $75.21 $110.91 Vision $4.46 $8.72 $7.93 $12.23 Town of Fountain Hills Monthly Medical Costs for Full -Time Employees 3/23/2016 PPO Co -Pay Plan - Medical/RX FY 2015-16 Employee FY 2016-17 Employee FY 2015-2016 Empl. + Spouse FY 2016-2017 FY 2015-2016 Empl. + Spouse Empl. + Children FY 2016-2017 Empl. + Children FY 2015-2016 Family FY 2016-2017 Family Total Premium Amount (incl. $5.-_ FSA fee fy16/17): $652.001 $470.23 $1,304.00 $911.52:1 $1,080.00 $839.79 $1,647.00 $1,234.22 Total Employer Cai:Wlcllt on: $652.00 $470.23 $977.00 $683.641 $867.00 $671.83 $1,149.00 $863.95 Employee Cost Pei Month: $0.00 $0.00 $327.00 $227.88 $213.00 $167.96 $498.00 $370.27 HDHP Plan w/H.S.A. Emplo, cc Employee Empl. + Spouse Empl. + Spouse 5mpl. + Children Empl. +Children Family Family Total Premium Amount (inti. $2.75 hsa fee FY 16/17): $430.00 $433.91 $859.00 $829.82 $713.00 $763.96 $1,087.00 $1,126.13 $118.00 Employer HSA Contribution: $222.00 $30.57 $0.00 1 $154.00 $0.00 $62.00 $0.00 Employer Premium i Contribution: $430.00 $433.91 $859.00 $683.64! $713.00 $671.83 $1,087.00 $863.95 Total Employer Contribution (HSA+ Premium, Same as PPO amt): $652.00 $470.23 $977.00 $683.64 $867.00 $671.83 $1,149.00 $863.95 $0.00 Employee Cost Per Month $0.00_ $0.00 $146.18i 1 $0.00 $92.13 $0.00 $262.18 $977.00 Total Employee + Employer Contribution $652.00 $470.23 $829.82 $867.00 $763.96 $1,149.00 $1,126.13 Dental Total Premium Amount: Employee $36.4" Employee $34.31 Empl. + Spouse $69.90 Empl. + Spouse Empl. + Children $66.01 $75.80 Empl. + Children $75.21 Family $118.50 Family $110.91 Employer Contribution: $36.40 $34.31 $52.42 - $49.50 $54.50 $54.08 $75.88 --' -- $71.02 Employee Contribution: $0.00 $0.00 $17.48 $16.51 $21.30 $21.13 $42.62 $39.89 Vision Employee Employee I_:ipl. + Spouse Empl. + Spouse Empl. + Children Empl. + Children Family Family Total Premium Amount: $5.36 $4.46 $9.63 $8.72; $10.72 $7.93 $17.86 $12.23 Employer Contribution: $5.36 $4.46 _ $7.49 $6.80 $8.02 $5.95 $11.60; $7.95 Employee Contribution: $0.00 $0.00 $2.14 $1.92 $2.70 $1.98 $6.26' $4.28 League of Arizona Cities ANoTowns Legislative Bulletin Issue 10 - March 18, 2016 Legislative Overview Today is the 68th day of session. Most committees had lengthy agendas and floor sessions were also packed. This was the last week for all committees except for Appropriations to hear bills. Other committees may hear presentations or executive nominations in the weeks to come. To date Governor Ducey has signed 46 bills. Penalizing Cities SB1487, state law; local violations; penalties, withholds shared revenue from cities and towns that are found by the Attorney General to have violated state law. Governor Ducey signed the bill at approximately 3 p.m. on Thursday after it passed out of the House on Wednesday by a 32-28 vote. The League and several Mayors had asked for a veto. The League has been strongly opposed to the bill as an attack on local authority and a bypassing of the constitutional protections of due process. Census HB2483, municipal population estimates; use, sponsored by Representative Justin Olson (R - Mesa) passed the Senate Appropriations Committee this week by a unanimous vote. It allows for cities and towns to use the U.S. Census Bureau's population estimates on a yearly basis to keep up with changes in growth. This measure was the result of cities and towns working together to reach a successful resolution. The bill now goes to the Rules Committee. Online Homesharing SB1350, online homesharing administration; definitions, allows for a city, town, or other taxing jurisdiction to levy a transaction privilege, sales, use or similar tax/fee on the business of operating a online lodging marketplace such as Airbnb. The bill also prohibits municipalities from banning this type of short-term housing rental; it is sponsored by Senator Debbie Lesko (R - Peoria). The League is continuing to engage in negotiations with the proponents in order to reach a reasonable compromise on these issues, therefore the League is officially neutral. The bill passed the House Ways and Means Committee by a vote of 8-1, and now goes to the Rules Committee. Regulation Restrictions The Senate Government Committee passed HB2517, businesses; professions; regulation restrictions, by a 4-3 vote. This bill is sponsored by Rep. Warren Peterson (R - Gilbert). It would limit municipalities, counties and state agencies from adopting any regulation that applies to business except for purposes of public health, safety and welfare. Additionally, these governmental entities would have to review all of their existing regulations and eliminate or modify any that do not meet this restriction and make a report to the legislature. The bill also establishes a private right of action, allowing any person to sue the municipality if they believed they were not in compliance. The League opposed this bill. It will now go to the Rules Committee. Drones S131449, unmanned aircraft; prohibited operations, passed the House Judiciary Committee this week by a vote of 6-0. Sponsored by Senator John Kavanagh (R - Fountain Hills), the bill prescribes various regulations associated with unmanned aircraft, or drones. The Judiciary Chair, Representative Eddie Farnsworth, successfully sponsored a committee amendment designed to streamline the bill and added that he would work with stakeholders to further refine the measure. The League opposes the bill as it is preemptive. It now goes to the Rules Committee. Recovery Home Regulation H132107, substance abuse recovery homes, passed the Senate Health and Human Services Committee by a unanimous vote. Rep. Noel Campbell (R - Prescott) the sponsor of the bill, is seeking to provide some regulation on the substance abuse recovery home industry. There was a strike everything amendment in the Health Committee to further develop the bill. It now goes to the Rules Committee. Community Facilities Districts H132568; community facilities districts; formation; governance, sponsored by Speaker of the House David Gowan (R - Sierra Vista) states that a community facilities district may be formed without the approval of the local jurisdiction if the land involved is 600 acres or more, and all the landowners sign the formation petition. It also specifies that the governing board will be made up of five members -two appointed by the local government, two appointed by the landowners and one from a list the landowners will supply to the local government. As amended in the Senate Government Committee, it provides indemnification for the local government, but does not allow for the land to be held for security, nor does it allow for the landowners' financial ability for repayment to be revealed. The League opposes the measure. HB2568 passed the Senate Government Committee by a vote of 5-1, and now proceeds to the Rules Committee. Legislative Bill Monitoring (All bills being actively monitored by the League can be found here.) SB1487: state law; local violations; penalties HB2483: municipal population estimates; use SB1350: online lodging; administration; definitions HB2517: businesses; professions; regulation restrictions SB1449: prohibited operations; unmanned aircraft HB2107: substance abuse recovery homes HB2568: community facilities districts; formation; governance Legislative Bulletin is published by the League of Arizona Cities and Towns. Forward your comments or suggestions to league@azleague.org. League of Arizona Cities ANoTowns Legislative Bulletin Issue 11 - March 25, 2016 Legislative Overview Today is the 75th day of session. Both Appropriations Committees heard bills this week, and a few of the other committees had executive nominations or presentations. Floor calendars were moderately full in the Senate and very robust in the House. To date 88 bills have passed, with 73 signed, and none vetoed. Pawn Shops HB2690; pawnbroker licensure; DPS passed the Senate Appropriations Committee this week by a vote of 5-3. The bill would transfer the licensing and oversight of pawn shops from counties and municipalities to the Department of Public Safety. The League opposed the measure as the current system is highly successful at finding stolen property, and local governments have much more familiarity with establishments in their own communities. The counties also opposed the bill, and no one signed in supporting the measure. The measure now goes to the Senate Rules Committee. PTSD On Tuesday HB2350; post-traumatic stress disorder; occupational disease unanimously passed the Senate Appropriations Committee. The bill, a product of stakeholder negotiations, was amended from Post -Traumatic Stress Disorder as a presumptive disease to offering a public safety worker up to 12 therapy sessions if he or she was involved with a traumatic workplace incident. These sessions are paid for by the employer. The measure now goes to the Senate Rules Committee. Legislative Bill Monitoring (All bills being actively monitored by the League can be found here.) HB2350: S/E post-traumatic stress disorder; occupational disease HB2690: pawnbroker licensure; DPS HB2163: S/E pet dealer regulations HB2146: municipalities; property sale threshold; election SB1282: public records; unduly burdensome requests HB2486: telecommunications utilities; relocation; reimbursement Legislative Bulletin is published by the League of Arizona Cities and Towns. Forward your comments or suggestions to league@ az league.org. League of Arizona Cities ANoTowns Legislative Bulletin Issue 12 - April 1, 2016 Legislative Overview Today is the 82nd day of session. Almost all activity was on the floor this week, as only a few committees heard executive nominations or had presentations. Both chambers are clearing as many bills as possible and transferring them back to the house of origin or to the governor's office. This pattern is usually a portent to the budget deliberation process. To date 106 bills have passed, with 89 signed, and one vetoed, the cursive writing mandate. Drones SB1449, prohibited operations; unmanned aircraft passed the House by a vote of 57-0 this week. Sponsored by Senator John Kavanagh (R - Fountain Hills) the bill sets forth various regulations on unmanned aircraft, or "drones." The bill was amended in House Judiciary by the chair of that committee, Representative Eddie Farnsworth (R- Gilbert) to remove many of the delineations of federal and state law and simply refer to current statute. There was also a floor amendment in the House that clarified the ability of cities and towns to regulate drones in parks or preserves. The measure does have penalties for inappropriate use of drones. The bill now returns to the Senate where the sponsor is expected to concur with the House changes, and then the bill will go to a Final Read in the Senate. Online Home -Sharing SB1350, online homesharing administration; definitions, allows for a city, town, or other taxing jurisdiction to levy a transaction privilege, sales, use or similar tax/fee on the business of operating a online lodging marketplace such as Airbnb. The bill also prohibits municipalities from banning this type of short-term housing rental; it is sponsored by Senator Debbie Lesko (R - Peoria). The League is continuing to engage in negotiations with the proponents in order to reach a reasonable compromise on these issues, therefore the League is officially neutral. The League has made significant progress toward ensuring cities and towns will still have the tools necessary to control undesirable activities such as noise and nuisance violations, and we are rapidly approaching an equitable tax treatment solution. The sponsor continues to hold the bill off the Rules committee agenda as work continues on the final language. Legislative Bill Monitoring (All bills being actively monitored by the League can be found here.) SB1449: S/E prohibited operations; unmanned aircraft SB1350: S/E online homesharing; administration; definitions SB1248: S/E pet store operators; dealers; regulations HB2497: S/E equipment; permits; local governments HB2391: municipalities; water rates; requirements HB2538: municipal bonds; tax levy SB1524: regulatory actions; limitations HB2384: S/E: urbanized areas; incorporation HB2076: annexation; single property owner; exception Legislative Bulletin is published by the League of Arizona Cities and Towns. Forward your comments or suggestions to league@azleague.org.