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Home My WebLink About161201PNOTICE OF THE REGULAR SESSION OF THE 'chars �Y''FOUNTAIN HILLS TOWN COUNCIL Mayor Linda M. Kavanagh Councilmember Dennis Brown Vice Mayor Nick DePorter Councilmember Henry Leger Councilmember Alan Magazine Councilmember Art Tolis Councilmember Cecil A. Yates TIME: 6:00 P.M. - FOUNTAIN HILLS TOWN COUNCIL GROUP PHOTO TAKEN IN THE TOWN HALL COUNCIL CHAMBERS 6:30 P.M. — REGULAR SESSION WHEN: THURSDAY, DECEMBER 1, 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:\council packets\2016\rl 61201 \1 6120 1 a.docx Last Printed: 11/23/2016 9:48 AM Page 1 of 4 REGULAR SESSION AGENDA CALL TO ORDER AND PLEDGE OF ALLEGIANCE — Mayor Linda M. Kavanagh INVOCATION — Moment of Silence ADMINISTRATION of "Ceremonial Oaths of Office" to newly elected officials by Presiding Judge Robert Melton: Linda M. Kavanagh — Mayor Dennis Brown — Councilmember Art Tolis — Councilmember Cecil Yates- Councilmember ROLL CALL — Mayor Linda M. Kavanagh MAYOR'S REPORT i) None. SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS i) The Mayor and/or Council may review RECENT EVENTS attended relating to Economic Development. ii) PRESENTATION of the Republic Services Community Grant by Operations Manager Jeff Fanelli and General Manager Tricia Ponce De Leon iii) RECOGNITION of the Fountain Hills High School 2016 Girl's 3A State Volleyball Champions. iv) RECOGNITION of the members in the inaugural class of the Leadership Academy. 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. 1. CONSIDERATION of approving the TOWN COUNCIL MEETING MINUTES from November 9, 2016. z:\council packets\2016\r161201\161201a.docx Last Printed: 11/23/2016 9:48 AM Page 2 of 4 2. CONSIDERATION of approving the FIRST AMENDMENT TO COOPERATIVE PURCHASING AGREEMENT C2016-180 with Roadsafe Traffic Systems Inc, for the purchase of temporary traffic control in the amount not to exceed $20,000.00. 3. CONSIDERATION of CONFIRMING TOWN COUNCIL SUB -COMMITTEE MEMBER APPOINTMENTS FOR THE BALANCE OF FY2016/17 AND FY2017/18, as proposed by the Mayor Kavanagh, for the purpose of interviewing and recommending applicants to the Mayor to serve on the Town's boards and commissions: (i) Community Services Advisory Commission — Vice Mayor Nick DePorter, Councilmembers Alan Magazine and Cecil Yates; (ii) McDowell Mountain Preservation Commission — Councilmembers Dennis Brown, Art Tolis, and Cecil Yates; (iii) Planning and Zoning Commission — Vice Mayor Nick DePorter, Councilmembers Dennis Brown and Cecil Yates; (iv) Strategic Planning Advisory Commission — Vice Mayor Nick DePorter, Councilmembers Henry Leger and Art Tolis; (v) Board of Adjustment — Councilmembers Dennis Brown, Henry Leger and Alan Magazine; (vi) Sisters Cities Advisory Commission — Vice Mayor Nick DePorter, Councilmembers Henry Leger and Alan Magazine; and (vii) Building Safety Board of Appeals — Councilmembers Dennis Brown, Cecil Yates and Art Tolis. 4. CONSIDERATION of approving a FAIR/FESTIVAL LIQUOR LICENSE APPLICATION for the International Cancer Advocacy Network (Marcia Horn) for the promotion of a fund raiser to be held on Avenue of the Fountains, in conjunction with the Fountain Hills Sculpture and Wine Experience, from 10:00 AM to 5:00 PM, Friday, January 13, 2017, through Sunday, January 15, 2017. 5. CONSIDERATION of RESOLUTION 2016-39, approving the Amendment One to the Intergovernmental Agreement with the County of Maricopa relating to the maintenance, improvement and management of outdoor recreation opportunities in the Town's McDowell Mountain Preserve and the County's McDowell Mountain Regional Park and ratifying the Town Manager's execution of the Amendment. 6. CONSIDERATION of Ordinance 16-12, amending the Town of Fountain Hills Town Code, Chapter 9, Article 9-4, Section 9-4-3, Rules and Regulations at Town Owned Parks. z:\council packets\2016\r161201\161201a.docx Last Printed: 11/23/2016 9:48 AM Page 3 of 4 REGULAR AGENDA 7. DISCUSSION WITH POSSIBLE DIRECTION TO STAFF regarding proposed Town of Fountain Hills Noise Regulations. 8. CONSIDERATION of approving COOPERATIVE PURCHASE AGREEMENT C2017- 071 with Infrastructure Asset Management, LLC in the amount of $106,245.00 for pavement performance data collection and reporting. 9. CONSIDERATION of RESOLUTION 2016-37, declaring as a public record that certain document filed with the Town Clerk and entitled "Amendments to Town Code Chapter 3, Article 3, Procurement, dated December 1, 2016. 10. CONSIDERATION of ORDINANCE 16-13, adopting the "Amendments to Town Code Chapter 3, Article 3, Procurement, dated December 1, 2016" by reference and amending the Town of Fountain Hills Town Code, Chapter 3, Article 3, by revising provisions related to procurement. 11. CONSIDERATION of RESOLUTION 2016-36, adopting the Town of Fountain Hills Procurement Policy dated December 1, 2016. 12. 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. 13. SUMMARY OF COUNCIL REQUESTS and REPORT ON RECENT ACTIVITIES by the Mayor, Individual Councilmembers, and the Town Manager. 14. ADJOURNMENT. DATED this 23rd day of November, 2016. % 112&,— Nancy Walter, Acting 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:\council packets\2016\rl 61201 \1 6120 1 a.docx Last Printed: 11/23/2016 9:48 AM Page 4 of 4 NOTICE OF THE REGULAR SESSION OF THE 'chars �Y''FOUNTAIN HILLS TOWN COUNCIL Mayor Linda M. Kavanagh Councilmember Dennis Brown Vice Mayor Nick DePorter Councilmember Henry Leger Councilmember Alan Magazine Councilmember Art Tolis Councilmember Cecil A. Yates TIME: 6:00 P.M. - FOUNTAIN HILLS TOWN COUNCIL GROUP PHOTO TAKEN IN THE TOWN HALL COUNCIL CHAMBERS 6:30 P.M. — REGULAR SESSION WHEN: THURSDAY, DECEMBER 1, 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:\council packets\2016\rl61201\l61201a.docx Last Printed: 11/23/2016 9:48 AM Page 1 of 4 REGULAR SESSION AGENDA CALL TO ORDER AND PLEDGE OF ALLEGIANCE — Mayor Linda M. Kavanagh INVOCATION — Moment of Silence ADMINISTRATION of "Ceremonial Oaths of Office" to newly elected officials by Presiding Judge Robert Melton: Linda M. Kavanagh — Mayor Dennis Brown — Councilmember Art Tolis — Councilmember Cecil Yates- Councilmember ROLL CALL — Mayor Linda M. Kavanagh MAYOR'S REPORT i) None. SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS i) The Mayor and/or Council may review RECENT EVENTS attended relating to Economic Development. ii) PRESENTATION of the Republic Services Community Grant by Operations Manager Jeff Fanelli and General Manager Tricia Ponce De Leon iii) RECOGNITION of the Fountain Hills High School 2016 Girl's 3A State Volleyball Champions. iv) RECOGNITION of the members in the inaugural class of the Leadership Academy. 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. 1. CONSIDERATION of approving the TOWN COUNCIL MEETING MINUTES from November 9, 2016. z:\council packets\2016\r161201\161201a.docx Last Printed: 11/23/2016 9:48 AM Page 2 of 4 2. CONSIDERATION of approving the FIRST AMENDMENT TO COOPERATIVE PURCHASING AGREEMENT C2016-180 with Roadsafe Traffic Systems Inc, for the purchase of temporary traffic control in the amount not to exceed $20,000.00. 3. CONSIDERATION of CONFIRMING TOWN COUNCIL SUB -COMMITTEE MEMBER APPOINTMENTS FOR THE BALANCE OF FY2016/17 AND FY2017/18, as proposed by the Mayor Kavanagh, for the purpose of interviewing and recommending applicants to the Mayor to serve on the Town's boards and commissions: (i) Community Services Advisory Commission — Vice Mayor Nick DePorter, Councilmembers Alan Magazine and Cecil Yates; (ii) McDowell Mountain Preservation Commission — Councilmembers Dennis Brown, Art Tolis, and Cecil Yates; (iii) Planning and Zoning Commission — Vice Mayor Nick DePorter, Councilmembers Dennis Brown and Cecil Yates; (iv) Strategic Planning Advisory Commission — Vice Mayor Nick DePorter, Councilmembers Henry Leger and Art Tolis; (v) Board of Adjustment — Councilmembers Dennis Brown, Henry Leger and Alan Magazine; (vi) Sisters Cities Advisory Commission — Vice Mayor Nick DePorter, Councilmembers Henry Leger and Alan Magazine; and (vii) Building Safety Board of Appeals — Councilmembers Dennis Brown, Cecil Yates and Art Tolis. 4. CONSIDERATION of approving a FAIR/FESTIVAL LIQUOR LICENSE APPLICATION for the International Cancer Advocacy Network (Marcia Horn) for the promotion of a fund raiser to be held on Avenue of the Fountains, in conjunction with the Fountain Hills Sculpture and Wine Experience, from 10:00 AM to 5:00 PM, Friday, January 13, 2017, through Sunday, January 15, 2017. 5. CONSIDERATION of RESOLUTION 2016-39, approving the Amendment One to the Intergovernmental Agreement with the County of Maricopa relating to the maintenance, improvement and management of outdoor recreation opportunities in the Town's McDowell Mountain Preserve and the County's McDowell Mountain Regional Park and ratifying the Town Manager's execution of the Amendment. 6. CONSIDERATION of Ordinance 16-12, amending the Town of Fountain Hills Town Code, Chapter 9, Article 9-4, Section 9-4-3, Rules and Regulations at Town Owned Parks. z:\council packets\2016\r161201\161201a.docx Last Printed: 11/23/2016 9:48 AM Page 3 of 4 REGULAR AGENDA 7. DISCUSSION WITH POSSIBLE DIRECTION TO STAFF regarding proposed Town of Fountain Hills Noise Regulations. 8. CONSIDERATION of approving COOPERATIVE PURCHASE AGREEMENT C2017- 071 with Infrastructure Asset Management, LLC in the amount of $106,245.00 for pavement performance data collection and reporting. 9. CONSIDERATION of RESOLUTION 2016-37, declaring as a public record that certain document filed with the Town Clerk and entitled "Amendments to Town Code Chapter 3, Article 3, Procurement, dated December 1, 2016. 10. CONSIDERATION of ORDINANCE 16-13, adopting the "Amendments to Town Code Chapter 3, Article 3, Procurement, dated December 1, 2016" by reference and amending the Town of Fountain Hills Town Code, Chapter 3, Article 3, by revising provisions related to procurement. 11. CONSIDERATION of RESOLUTION 2016-36, adopting the Town of Fountain Hills Procurement Policy dated December 1, 2016. 12. 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. 13. SUMMARY OF COUNCIL REQUESTS and REPORT ON RECENT ACTIVITIES by the Mayor, Individual Councilmembers, and the Town Manager. 14. ADJOURNMENT. DATED this 23rd day of November, 2016. 112&--)% Nancy Walter, Acting 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:\council packets\2016\rl61201\l61201a.docx Last Printed: 11/23/2016 9:48 AM Page 4 of 4 TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Data: 1 21112 01 6 Meeting Type: Regular Session Agenda Type: Consent 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 November 9, 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 ase): Move to approve the consent agenda as listed Prepared by. Approved: eveyn Bender, Tom Chrk iimiRTOT6ra yL. Miller, own pager 11/22/2016 Page 1 of t Meeting Date: 121112016 Agenda Type: Consent TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Type: Regular Session Submitting Department: Public Works Staff Contact Information: Justin T. Weldy, Street Superintendent, jweldy@fh.az.gov Strategic Planning Goad: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (Agenda Langu�9e): Consideration of approving the first arnendnnent to Cooperative Purchase Agreement 02016-180.1 with Roadsafe Traffic Systems for temporary traffic control in the amount not to exceed $20,000.00 Applicant: NA Applicant Contact Information: NA Owner: NA Owner Contact Information: NA Property Location: NA Related Ordinance, Policy or Guiding Principle: NA Staff Summary (background): The Town's primary use of temporary traffic control devises (barricades) is to have available the equipment and resources necessary to control traffic in the event of a prolonged traffic signal outage,Town construction projects and Town sponsored special events. This Contract amendment will provide the services necessary to assist staff with implementing these safety measures. Risk Analysis (options or alternatives with implications): NA Fiscal Impact (initial and ongoing costs, budget status): $29,000.00. First amendment - 20,000.00. For a total of 49,000.00 Budget Reference (page number): 276 Funding Source: Hurf Fund 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 proposed amendment to the cooperative purchasing agreement List Attachment(s): First amendment to Cooperative Purchasing Agreement 02016-180.1 Page 1 of 2 SUGGESTED MOTION Icor Council csei: Motion to approve the first amendment to Cooperative Purchase Agreement C2016-180.1 with Roadsafe Traffic Systems in the amount not to exceed $20,000.00 APP v d re0y . Miller, To Ma ger 9/6/2016 P,e2oft FIRST AMENDMENT TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND ROADSAFE TRAFFIC SYSTEMS, INC. THIS FIRST AMENDMENT TO COOPERATIVE PURCHASING AGREEMENT (this "First Amendment") is entered into as of December 1, 2016, between the Town of Fountain Hills, an Arizona municipal corporation (the "Town"), and Roadsafe Traffic Systems, Inc., a Delaware corporation (the "Contractor"). RECITALS A. After a competitive procurement process, Maricopa County, Arizona (the "County") entered into Contract No. 11087-S, dated November 2, 2011, and amended on November 20, 2014, with the Contractor for the Contractor to provide temporary traffic control services (collectively, the "County Contract"). B. The Town and the Contractor entered into a Cooperative Purchasing Agreement dated September 9, 2015 (the "Agreement"), based upon the County Contract, for the Contractor to provide the Town with temporary traffic control services (the "Materials and Services"). All capitalized terms not otherwise defined in this First Amendment have the same meanings as contained in the Agreement. C. The Town has determined that additional Materials and Services by the Contractor are necessary (the "Additional Materials and Services"). D. The Town and the Contractor desire to enter into this First Amendment to (i) extend the term of the Agreement and (ii) provide for the increase in compensation to the Contractor for the Additional 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: I. Term of the Agreement. The term of the Agreement is hereby extended and shall remain in full force and effect until November 30, 2017, unless terminated as otherwise provided pursuant to the terms and conditions of the Agreement. 2. Compensation. The Town shall increase the compensation to Contractor by $20,000.00 for the Additional Materials and Services at the rates set forth in the County 2809523.1 Contract, resulting in an increase of the aggregate not -to -exceed compensation from $29,000.00 to $49,000.00. 3. Effect of Amendment. In all other respects, the Agreement is affirmed and ratified and, except as expressly modified herein, all terms and conditions of the Agreement shall remain in full force and effect. 4. Non -Default. By executing this First Amendment, the Contractor affirmatively asserts that (i) the Town is not currently in default, nor has been in default at any time prior to this First Amendment, under any of the terms or conditions of the Agreement and (ii) any and all claims, known and unknown, relating to the Agreement and existing on or before the date of this First Amendment are forever waived. 5. Israel. Consultant certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a "boycott," as that term is defined in ARiz. REv. STAT. § 35-393, of Israel. 6. Conflict of Interest. This First Amendment and the Agreement may be canceled by the Town pursuant to Amz. REv. STAT. § 38-511. 2809523.1 [SIGNATURES ON FOLLOWING PAGES] 2 IN WITNESS WHEREOF, the parties hereto have executed this instrument 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) 2809523.1 "Contractor" ROADSAFE TRAFFIC SYSTEMS. INC. a Delaware corporation y: Name:�hl LY2r5 e.-1 (ACKNOWLEDGMENT) STATE OF - 1`1 ) )as. COUNTY OF ✓ft ) On NrxN.v hvri q , 2016, before me personally appeared & I I the/AWa(A!!✓ of ROADSAFE 'IRAFFI pora SYSTEMS. INC., a Delaware cortion, whose identl y 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. (Affix notary seal here) aOyPLYN DOBBIN Notary Paalle • AtlianB Maulcopa Coamy W comm. Eaplrea Apr 30, 2010 28095231 TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date: 121112016 Meeting Type: Regular Session Agenda Type: Consent Submitting Department: Administration Staff Contact Information: Town Manager Grady E. Miller; gmlller@fh.az.gov; 480-816-5107 REQUEST TO COUNCIL (Agenda Language): CONSIDERATION of CONFIRMING TOWN COUNCIL SUB -COMMITTEE MEMBER APPOINTMENTS FOR THE BALANCE OF FY2016/17 AND FY2017/18, as proposed by the Mayor Kavanagh, for (be purpose of interviewing and recommending applicants to the Mayor to some on the Town's boards and commissions: (i) Community Services Advisory Commission - Vice Mayor Nick DePorter, Councilmembers Alan Magazine and Cecil Yates; (ii) McDowell Mountain Preservation Commission - Councilmembers Dennis Brown, An Tolis, and Cecil Yates; (iii) Planning and Zoning Commission - Vice Mayor Nick DePorter, Councilmembers Dennis Brown and Cecil Yates; (iv) Strategic Planning Advisory Commission - Vice Mayor Nick DePorter, Councilmembers Henry Leger and Art Tolis; (v) Board of Adjustment- Councilmembers Dennis Brown, Henry Leger and Alan Magazine; (vi) Sisters Cities Advisory Commission - Vice Mayor Nick DePorter, Councilmembers Henry Leger and Alan Magazine; and (vii) Building Safety Board of Appeals- Councilmembers Dennis Brown, Cecil Yates and Art Tolis. Applicant: N/A Applicant Contact Information: N/A Property Location: N/A Related Ordinance, Policy or Guiding Principle: Council Rules of Procedure Staff Summary (background): Mayor Linda M. Kavanagh has designated THE BALANCE OF FY2016/17 AND FY2017/18 Town Council Subcommittees for the purpose of interviewing and recommending applicants to the Mayor for consideration of appointment to Town Boards and Commissions with Council ratification pursuant to Council Rules of Procedure. The Town Council is being asked to confirm the Subcommittees as noted. 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 Page 1 of Recommendation(s) by Board(s) or Commission(s): N/A Staff Recommendation(s): List Attachment(s): N/A SUGGESTED MOTION (for council use): Move to approve the consent agenda. Approved: ^. Milleq T�i�ana r 11/22/2U16 Page 2 oft TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date: 12/112016 Meeting Type: Regular Session Agenda Type: Consent Submitting Department: Community Services Staff Contact Information: Rachael Goodwin, Recreation and Tourism Supervisor, 480-816-5135 Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): CONSIDERATION of approving a FAIR/FESTIVAL LIQUOR LICENSE APPLICATION for the International Cancer Advocacy Network (Marcia Horn) for the promotion of a fund raiser to be held on Avenue of the Fountains, in conjunction with the Fountain Hills Sculpture and Wine Experience, from 10:00am to 5:00 pm, Friday, January 13 thru Sunday, January 15, 2017. Applicant: Marcia Horn Applicant Contact Information: 602-618-0183, 27 W. Morten Ave, Phoenix, AZ 85021 Property Location: Avenue of the Fountains, Fountian Hills, Arizona Related Ordinance, Policy or Guiding Principle: A.R.S. §4-203.02; 4-244; 4-261 and R19-1-228, R19-1- 235, and R19-1-309 Staff Summary (background): The purpose of this item is to obtain Council's approval regarding the Fair/Festival liquor license application submitted by Marcia Horn with the International Cancer Advocacy Network, in conjunction with the Fountain Hills Sculpture and Wine Experience by the Thunderbird Artists, for submission to the Arizona Department of Liquor. The special event liquor license application was reviewed by staff for compliance with Town ordinances and staff unanimously recommends approval of this special event liquor license application as submitted. 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: Budgeted; if No, attach Budget Adjustment Form: NA Recommendation(s) by Board(s) or Commission(s): N/A Staff Recommendation(s): Approve List Attachment(s): Applications SUGGESTED MOTION (for counal use): Move to approve the Special Event Liquor License as presented Page 1 of 2 Preparedby R..bael on SUPeNISDf Director's Approval: a : ayer, ommun y ery ces ui mc r Ap ovad: �^• ✓`• umay Miller, 10 77 11/222016 Paga 2 of 2 TOWN OF FOUNTAIN HILLS ADMINISTRATION DEPARTMENT INTER OFFICE MEMO TO: (as applicable) DATE: 11/10/16 Streets Division Denied Fire Department Building Safety • Building Division Community Services x Development Services Rachael Goodwin Law Enforcement • Licensing Development Services FR: Rachael Goodwin, RE: Liquor License Application Recreation Supervisor Attached is a Liquor License Application for staff review. Review the application, then sign, indicating staff's recommendation for approval (with or without stipulations) or denial. If staff's recommendation is to deny and/or there are stipulations for approval, please attach a memo that specifies the reasoning and the memo will be forwarded on to the Town Council for their consideration of this application. Name of Organization: International Cancer Advocacy Network (ICAN) Applicant: Marcia Horn Date(s) of Event: Jan 13-15, 2017 at Saguaro Blvd, in conjunction with the Thunderbird Artist Sculpture Show Date Application Received: 10/26/16 Town Council Agenda Date: 12/1/16 STAFF REVIEW AND Department/Division Staff Member Approved Denied N/A Building Safety Jason Field x Community Services Rachael Goodwin Development Services Bob Rodgers Fire Department Jason Payne Law Enforcement Mark Fisher v Licensing Sonia Kukkola x Street Department Justin Weldy Attach report for denial or any recommendation requiring stipulations. 15705 E. Avenue of the Fountains Fountain Hills. AZ 85268 (490) 816-5100 SPECIAL EVENT Liquor App -Fee-- $25 Event Name: INTERNATIONAL 25 CANCER �� 00 AOVOrACY NETWORK Applicant Name: MARCIA HORN Event Rates) "1/13 - 1/15 2017 Subiotal:----------------=--=====25.00 = Total: _..----=------- -- - 25.00 Check--.---------=---�.._____�__�-__ Number : 2128 25'00 10/26/2016 03:52 #0116345 /13/10 Receipt #: 156418 {'**#****+**+ DUPLICATE #001 10/26/2016 03:53 Town of Fountain Hills Event Event time CSR A service fee of $25.00 will be charged for all dishonored checks (A.R.S. § 44-6852) IMPORTANT INFORMATION: This document must be fully completed or It will be returned. The Department of Liquor licenses and Control must receive this application ten (10) business days prior to the event. If the special event will be held at a location without a permanent liquor license or if the event will be on any portion of a location that Is not covered by the existing liquor license, this application must be approved by the local government before submission to the Department of Liquor Licenses and Control (see Sec SECTION 1 Name of Organization: SECTION 2 Non-Profit/IRS Tax Exem, SECTION 3 The organization is a: (check one box only) (�Charitable❑Fratemal (must have regular membership and have been in existence for over five (5) years) []Religious [-]Civic (Rotary, College Scholarship) ❑Political Party, Ballot Measure or Campaign Committee SECTION 4 Will this event be held on a currently licensed premise and within the already approved premises?hgly�No Name of Business license Number Pham (Include Area Code) SECTION 5 How is this special event going to conduct all dispensing, serving, and selling of spirituous riquors? Please read R-19- 318 for explanation (look in special event planning guide) and check one of the following boxes. ❑Place license in non-use ❑Dispense and serve all spirituous liquors under retailer's license ispense and serve all spirituous liquors under special event Split premise between special event and retail location OF NOT USING RETAIL LICENSE, SUBMIT A LETTER OF AGREEMENT FROM THE AGENT/OWNER OF THE LICENSED PREMISE TO SUSPEND THE LICENSE DURING THE EVENT. IF THE SPECIAL EVENT IS ONLY USING A PORTION OF PREMISE, AGENT/OWNER WILL NEED TO SUSPEND THAT PORTION OF THE PREMISE.) SECTION 6 What is the purpose of this event? SECTION 7 Location of the Ever Address of Location: Iden -site consumption ❑Off-site (auction) [--]Both SECTION 8 Will this be stacked with a wine festival/craft distiller festival? KYes ❑No SECTION 9 Applicant must be a member of the qualifying organization and authorized by an Officer, Director or Chairperson of the Organization named in Section 1. (Authorizing signature is required in Section 1.) 1. Applicant: T I V !E'__14j L) v I hy-cw &r" t Lod Date at Birth a . 1 2. Applicant's mailing address: . / CHy state ZIP3. Applicant's home/cell phone:CT Applicant's business phone:(—) I Ao 4. Applicant's email address: 3/1/2016 ✓ Page 1 of 4 Individuals requiring ADA accommodations SECTION 10 ].Has the ap licant been convicted of a felony, or had a liquor license revoked within the last five (5) years? ❑Yes O (If yes, attach explanation.) 2. How many special event licenses have been issued to this location this year? (The number cannot exceed 12 events per year, exceptions under A.R.S. §4-203.02(D).) 3. Is the organization using the services of a promoter or other person to manage the event?Yes ONO (If yes, attach a copy of the agreement.) 4. List all people and organizations who will receive the proceeds. Account for 100% of the proceeds. The organization applying must receive 2/5% ofthe /foss revenues f the special event liquor sales. Attach an additional page if necessary. Name I �1 `�^�9 �a / �'-S C. Percentage: Address DateDay I of Week Event Start Time AM/PM .r. street clly ` state Bp Name � a ercGe�ntaKJ e: Z� v Address !'� 5- 6D DAY 3: street car state ZIP 5. Please read A.R.S. § 4-203.02 Special event license: rules and R 19-1-205 Requirements for a Special Event License. Note: ALL ALCOHOLIC BEVERAGE SALES MUST BE FOR CONSUMPTION AT THE EVENT SITE ONLY. "NO ALCOHOLIC BEVERAGES SHALL LEAVE SPECIAL EVENT UNLESS THEY ARE IN AUCTION SEALED CONTAINERS OR THE SPECIAL EVENT LICENSE IS STACKED WITH WINE /CRAFT DISTILLERY FESTIVAL LICENSE" 6. What type of security and control measures will you take to prevent violations of liquor laws at this event? (list type and number of police/security personnel and type of fencing or control barriers, if applicable.) Number of Police } Number of Sec((urity Personnel �encing borders Explanation: r �C y e U� C i, �, k l i` .4.,17 SECTION 11 Dates and Hours of Event. Days must be consecutive but may not exceed 1 consecutive days. See A.R.S. § 4-244(15) and (17) for legal hours of service. PLEASE FILL OUT A SEPARATE APPUCA77ON FOR EACH "NON CONSECUTIVE" DAY 3/1/2016 Page 2 of 4 Individuals requiring ADA accommodations call (602)542-9027. DateDay I of Week Event Start Time AM/PM License End Time AMS /PM DAY 1: 2 DAY 2: ! i 2a o !'� 5- 6D DAY 3: DAY 4: DAY 5: DAY 6: DAY 7: DAY 8: DAY 9: DAY 10: 3/1/2016 Page 2 of 4 Individuals requiring ADA accommodations call (602)542-9027. z sNirexnoa axe ao anxanr t° __^� L( T i( �o )t T TTTTTTT ' TTTTTTTr- :Il simomnoa sm ao snNanr � F BI TT.TT TTTTTTT Lr--- sAnumnoi mado snNan► • ad z[ ��T TTT4� T�T'TTTTTTT�y z ssa:Ppe ue aneg:,usaoP uopeool 11 Pea JO 6emg6'g 's7a6AS ssmo {saieau MMS '31CN (suallsod quroes pue arnsoioue 40 ed63 lagej pue'we a 6uln{as'Suolsuawip mous) :weiBelp {aeon le!> ds (uoneolldde s(q; q3!m pegaldwoc eq lsnw wrw5elp 9141) WV*dVV10 S3SIW38d o3SN3311 lN3A3 JVI33dS TION 13 To be completed only by on Officer• Director or Chairperson of the organbafion named in Section 1 I, (P" Ful Name) V 11 fes;(' _C. j for' •f`l .L� declare that I am an Officer• Director or Chairperson of Jheorg nbation firing this appftcati as fated in Section 9. 1 have read the application and the contents and all statements ore true, correct and cam Bete, 54 11b/rasMon bole ProlM �;Le)xurnwI The foregoing instrument was acknowledged before me this _-- I W rn w _ _ 0, AbMh You �hmr.�F�.i12. arel.neWLa.L-. sgamaedxmmY watt This section Is to be completed only by the applikant named in Section 9. N!3 n--vdeclare That l am the APPLICANT filing this application rea a oppflooron and the coon'tentnts,and all sia entrants or true• correct and complete. Fees? Pistil bel PMneNNinnilser The foregoing instrument was acknowledged before me this -7— 1 1•Q/1 0o i A. -- ran bay AwmN Year Please contact the local governing board for additional application requirements and submission deadlines. Additional licensing fees may also be required before approval may be granted. For more Information, please contact your local jurtsdAction: htto,//www.azi'auor.00v/assets/documents/`homepage do event lin SECTION 15 Local Governing Body Approval Section. 1, recommend OAPPROVAL O DISAPPROVAL (GayemmelNafisM 11tik) On behalf of (cry. Traex coanryl rymnne aero rror .-s..F nnr slcoa hind Control use only. LOAPPROVAL ODISAPPROVAL BY: - DATE: ��— A.R.S.§41-1030. invalid" alml 1101 mace ac� .......�...._ ._. .__-- .hiforc ment' notice B. An agency shall not base a Ucenemg decision In whole or In pad on a licensing requirement or condition that is not specifically outhohsed by statute. rule or stole Mbol gomng compact. A general grant of authority in statute does not constitute o basis for imposing 0 Fceming requirement THIS SECTION MAY BE ENFORCED INUh�mnt to A PRIVATE CIVIL ACTIONhat general rant of AND REUEFOMAY BE AWARDEDGAINST THE STATE. THEornes the N COURT MAYnt or condition. AWARD REASONABLE ATTORNEY FEB. DAMAGES AND ALL FEES ASSOCIATED WITH THE LICENSE APPLICATION TO A PARTY THAT PREVAlu IN AN ACTON AGAINST THE STATE FOR A VIOLATION OF THIS SECTION. E. A STATE EMPLOYEE MAY NOT INTENTONALLY OR KNOWINGLY VIOLATE THIS SECTION, A WOLATON OF THIS SECTION IS CAUSE FOR DISCIPLINARY ACTION OR DISMISSAL PURSUANT TO THE AGENCYS ADOPTED PERSONNEL POLICY. F. THIS SECTION DOES NOT ABROGATE ME IWUNI7 PROVIDED BY SECTION 12-820.01 OR 12.820.02. Page 4 of 4 3/1/2016 Indviduolsrequring ADA accammodotiom call (6021542-9027. �- '�+ f SECTION 12 License premises diagram. The licensed premises for your special event is the area in which you are authorized to sell, dispense or serve alcoholic beverages under the provisions of your license. The following space is to be used to prepare a diagram of your special event licensed premises. Please. show dimensions, serving areas, fencing, barricades, or other control measures and security position. 3/1/2016 Page 3 of 4 Individuals requ'iing ADA accommodations call (602)542-4027. TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date: 12/112016 Meeting Type: Regular Session Agenda Type: Consent Submitting Department: Community Services Staff Contact Information: Mark Mayer, Director of Community Services - mmayer@fh.az.gov Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): Consideration of Resolution 2016-39, approving the Amendment One to the intergovernmental Agreement with the County of Maricopa relating to the maintenance, improvement and management of outdoor recreation opportunities in the Town's McDowell Mountain Preserve and the County's McDowell Mountain Regional Park and ratifying the Town Manager's execution of the Amendment. Applicant: Applicant Contact Information: Owner: Owner Contact Information: Property Location: Related Ordinance, Policy or Guiding Principle Staff Summary (background): At the November 17, 2016 meeting Council approved the extension of the IGA with the County. Amendment One was submitted to the Town too late to have included in the packet that evening but the Council did approve the extension as proposed for an additonal five years. This will take the agreement thru December 15, 2021. A second extension is also allowed in the future, which would extend the agreement an additonal five years to 2026. The attached Amendment One to the IGA will simply ratify the action taken at the November 17, 2016. This Amendment One has been signed by the Town Manager and forwarded to the County for their consideration. 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): Page 1 of 2 List Attachment(s): Amendment One of the Intergovenmental Agreement with Maricopa County Parks and Recreation Department and Resolution 2016-39. SUGGESTED MOTION (for council use): Approve Resolution 2016-39, approving the Amendment One to the Intergovernmental Agreement with the County of Maricopa relating to the maintenance, improvement and management of outdoor recreation opportunities in the Town's McDowell Mountain Preserve and the County's McDowell Mountain Regional Park and ratifying the Town Manager's execution of the Amendment. Prepared by. `Diitrec�tor's�Approval: a avMT�yer, Log mmuni emces Director J 11122/2016 A roved: r Grady E. Miller, Ta 4 a ager 'Ir/�`/•"/"_� 11123/2016 Page2 aft RESOLUTION 2016-39 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, APPROVING THE AMENDMENT ONE TO THE INTERGOVERNMENTAL AGREEMENT WITH MARICOPA COUNTY RELATING TO THE MAINTENANCE, IMPROVEMENT AND MANAGEMENT OF OUTDOOR RECREATION OPPORTUNITIES IN THE MCDOWELL MOUNTAIN PRESERVE AND MCDOWELL MOUNTAIN REGIONAL PARK; AND RATIFYING THE TOWN MANAGER'S EXECUTION OF THE AMENDMENT ONE. WHEREAS, the Town of Fountain Hills (the "Town") and Maricopa County, Arizona (the "County") entered into an Intergovernmental Agreement (the "Agreement") relating to the maintenance, improvement and management of outdoor recreation opportunities at the Town's McDowell Mountain Preserve and the County's McDowell Mountain Regional Park; and WHEREAS, the term of the Agreement is set to expire on December 15, 2016 and the Town and the County desire to enter into the Amendment One, attached hereto as Exhibit A, and incorporated herein by reference (the "Amendment") to extend the term of the Agreement; and WHEREAS, due to timing restrictions, the Town Manager executed the Amendment before receiving approval from the Town Council; and WHEREAS, the Town Council desires to approve the Amendment and ratify the Town Manager's execution of the Amendment. NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. The recitals above are hereby incorporated as if fully set forth herein. SECTION 2. The Town Council hereby (i) approves the Amendment and (ii) ratifies the Town Manager's execution of the Amendment. SECTION 3. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby authorized and directed to cause the execution of the Amendment and to take all steps necessary to carry out the purpose and intent of this Resolution. [SIGNATURES ON FOLLOWING PAGE] 2825179.1 PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, December 1, 2016. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Linda M. Kavanagh, Mayor REVIEWED BY: Grady E. Miller, Town Manager 2825179.1 Bevelyn J. Bender, Town Clerk APPROVED AS TO FORM: Andrew J. McGuire, Town Attorney EXHIBIT A TO RESOLUTION 2016-39 [Amendment] See following pages. 2825179.1 AMENDMENT ONE INTERGOVERNMENTAL AGREEMENT Between MARICOPA COUNTY And THE TOWN OF FOUNTAIN HILLS, AZ C-30-12-014-03-01 THIS AMENDMENT ONE (hereinafter referred to as "Amendment One"), is made and entered into by and between Maricopa County, a political subdivision of the State of Arizona, (hereinafter called "County"), and the Town of Fountain Hills, an Arizona municipal corporation (hereinafter referred to as the "Town"), together hereinafter referred to as "Parties" or individually as a "Party." RECITALS WHEREAS, the County and the Town are authorized to enter into this Amendment One pursuant to A.R.S. § 11-952; and WHEREAS, the Parties entered into an Intergovernmental Agreement on December 15, 2011 (C-30-12-014-3-00), relating to the maintenance, improvement and management of outdoor recreation opportunities in the Town's McDowell Mountain Preserve and the County's McDowell Mountain Regional Park (the "Agreement"). The Agreement terminates on December 15, 2016, but may be extended for two additional five-year terms upon mutual agreement of the Parties; and WHEREAS, the Parties now desire to enter into this Amendment One to exercise the first five-year extension, commencing upon the expiration of the current term (December 15, 2016) and continuing until December 15, 2021. The Parties further desire to preserve the ability to exercise one additional five-year term extension upon mutual agreement of both parties; and WHEREAS, the Agreement, as modified by this Amendment One, will require administrative action from time to time to carry out the spirit and intent of the Agreement. Accordingly, the County desires to delegate to its Director for the Parks and Recreation Department the authority and responsibility for proper administration of the Agreement and this Amendment One, whether or not specific authority is granted in any provision of the Agreement and this Amendment One; and WHEREAS, the County and the Town desire to enter into this Amendment One to the Agreement with the understanding that all other provisions of the Agreement shall remain in full force and effect. 2823883.2 AGREEMENT NOW THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, the promises and covenants set forth below, and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to further amend the Agreement as follows: DURATION The Parties hereby agree to extend the term of the Agreement until December 15, 2021. II. NOTICES Section 14 — Notices and Requests is hereby deleted in its entirety and replaced with the following: 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 If to County: Maricopa County Parks and Recreation Department 234 North Central Avenue, Suite 6400 Phoenix, Arizona 85004 Attn: Parks and Recreation Director With copy to: Maricopa County Parks and Recreation Department 41835 North Castle Hot Springs Road Morristown, Arizona 85342 Attn: Contract Administrator 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 2823883.2 2 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. III. CONFLICT OF INTEREST The Parties agree that the Agreement, including Amendment One, is subject to A.R.S. § 38-511 and may be cancelled pursuant thereto. IV. EFFECT OF AMENDMENT In all other respects, the Agreement is affirmed and ratified and, except as expressly modified herein, all terms and conditions of the Agreement shall remain in full force and effect. V. NON -DEFAULT By executing this Amendment One, each Party affirmatively asserts that (1) the other Party is not currently in default, nor has been in default at any time prior to this Amendment One, under any of the terms or conditions of the Agreement and (ii) any and all claims, known and unknown, relating to the Agreement and existing on or before the date of this First Amendment are forever waived. VI. ISRAEL Each Party certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a "boycott," as that term is defined in A.R.S. § 35-393, of Israel. IN WITNESS WHEREOF, the Parties hereto have caused this Amendment One to be executed by its duly authorized representatives on the respective dates entered below. MARICOPA COUNTY, a political subdivision Town of Fountain Hills, an Arizona of the State of Arizona municipal corporation 4. 1, , nzqtb Chairman Date Town Man tj Date ATTEST: ATTEST Clerk of Board Date A-1�y' own I Date 2827883.2 \/ /� IN ACCORDANCE WITH THE REQUIREMENTS OF ARIZONA REVISED STATUTES §§ 11-952(D), THE UNDERSIGNED ATTORNEYS ACKNOWLEDGE THAT (I) THEY HAVE REVIEWED THE ABOVE AGREEMENT ON BEHALF OF THEIR RESPECTIVE CLIENTS, AND (2) AS TO THEIR RESPECTIVE CLIENTS ONLY, EACH ATTORNEY HAS DETERMINED THAT THIS AGREEMENT IS IN PROPER FORM AND WITHIN THE POWERS AND AUTHORITY GRANTED UNDER THE LAWS OF THE STATE OF ARIZONA. Deputy County Attorney Town Attorney 2823883.2 4 TOWN OF FOUNTAIN HILLS i TOWN COUNCIL AGENDA ACTION FORM Meeting Date: 121112016 Meeting Type: Regular Session Agenda Type: Regular Submitting Department: Community Services Staff Contact Information: Mark Mayer - mmayer@fh.az.gov Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): Consideration of Approving Ordinance 16-12 Amending Town Code. Chapter 9, Article 9-4, Section 9.4-3, Rules and Regulations at Town Owned Parks. Applicant: Applicant Contact Information: Owner: Owner Contact Information: Property Location: Related Ordinance, Policy or Guiding Principle: Staff Summary (background): Staff is proposing a number of changes to the existing Town Code specific to rules and regulations in the parks. There are two major changes being proposed. One of the changes was the result of recent action by the Legislature specific to unmaned aircraft, drones and rockets. The language proposed would bring us into compliance with the new state law. Another is the desire to close the current loophole in the Code that requires people walking dogs to thave them on a leash. Unfortunately, people are simply letting their dogs drag the leash and not have control of the animal. Therefore, the proposed code change requires dogs to be on leashes held by their handlers. 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): The Community Services Advisory Commission will review the new proposed language at their November 28, 2016 meeting. Staff Recommendation(s): Staff is recommending approval. List Attachment(s): Ordinance 16-12 Page 1 of 2 SUGGESTED MOTION (for Council use): Approve Ordinance 16-12. Prepared by: Director's Approval Mark Mayer, Community Services Director ' 11/2V2016 Appr ed Grady E�F;� agr. Grady E. Miller, pager 112 2018 Page 2 oft ORDINANCE 16-12 AN ORDINANCE OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, AMENDING THE TOWN OF FOUNTAIN HILLS TOWN CODE, CHAPTER 9, ARTICLE 9-4, SECTION 9-4-3, RULES AND REGULATIONS AT TOWN OWNED PARKS. WHEREAS, the Mayor and Council of the Town (the "Town Council") desires to amend the Town Code and modify the Park Rules. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. The recitals above are hereby incorporated as if fully set forth herein. SECTION 2. The Town of Fountain Hills Town Code, Chapter 9 (Parks and Recreation), Article 9-4 (Park Rules and Regulations), Section 9-4-3 (Rules and Regulations at Town Owned Parks) is hereby amended to read as follows: Section 9-4-3 Rules and Regulations at Town Owned Parks A. All persons who use Town owned parks shall obey the following rules while on park property. 1. No open fires. 2. No overnight camping. 3. No firearms or weapons, except as authorized by Arizona law. 4. No pets allowed, except WHEN on A leash THAT IS HELD IN THE HAND OF AN ADULT IN CONTROL OF THE PET. Animal waste shall be IMMEDIATELY removed by THE ADULT IN CONTROL OF THE PET owner in all Town park facilities. Activities within the off -leash recreational facility are exempt from the leash provision. 5. No person shall operate skateboards, roller blades, inline skates, bicycles or any rolling (nonmotorized) vehicle in Town parks where such activity is specifically prohibited by appropriate posting or in an unsafe manner so as to infringe upon the safety of themselves or other park users. Activities within the bounded area of the skate park facility are exempt from this provision. 6. The skate park facility, SPLASH PARK FACILITY and the off -leash recreational facility shall each be subject to their own unique and specific rules. Rules and regulations shall be visibly posTed at the skate park facility, and are subject to change by action of the director. 2824020.3 7. Park hours shall be visibly posted at each park. 8. No vehicles except in designated PARKING areas and IN NON -DESIGNATED PARKING AREAS PURSUANT TO A VALID PERMIT. Aany vehicles left after 11:00 p.m. will be towed at the owner's expense. 9. No golfing or practicing of golf on grass areas. 10. No glass beverage containers. 11. NO UNAUTHORIZED VENDORS. 14-2. Model aircraft or unmanned aircraft and incendiary rockets are prohibited, except as provided in Section 9-4-4. 1-23. Lakes, fountains, and other waterways shall not be used for swimming, wading, bathing, fishing, or boating. 1-34. No person shall tether, launch or land a hot air balloon in a Town park except with the permission of authorized Town staff and a Special Event Permit. 15. NO PERSON SHALL OCCUPY A FACILITY WITHIN A PARK THAT HAS BEEN RESERVED BY ANOTHER PERSON. 146. The Town of Fountain Hills specifically reserves the right to hold financially liable the parents of any minor child for consequences of the child's infraction of this code and/or any damage a minor child causes on or to Town property. 157. The director shall have the power to enact new park rules at any time to the extent that such rules are consistent with Federal and State law, and this Town Code. Such additional rules will be considered petty offenses as defined under B(1) and B(2) below. B. Penalties 1. ViolationS of subsections A(4) through A(4-415) shall be considered a petty offenseS if the offender has not committed the same infraction within the last twenty-four (24) months. Petty Offenses shall be punishable by a fine of up to one hundred dollars ($100.00). 2. Subsequent violations(s) of the same subsection A(4) through A(4-415) OFFENSE within a twenty-four (24) month period shall be considered a Class 3 Misdemeanor, and will be punishable as such under State Law. 3. Violations of subsections A(1), A(2), or A(3) of this section shall be considered a Class 1 MisdemeanorS and will be punishable as such under State Law. 2824020.3 SECTION 3. If any section, subsection, sentence, clause, phrase or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. SECTION 4. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby authorized and directed to take all steps and execute all documents necessary to carry out the purpose and intent of this Ordinance. PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, December 1, 2016. FOR THE TOWN OF FOUNTAIN HILLS: Linda M. Kavanagh, Mayor REVIEWED BY: Grady E. Miller, Town Manager 2824020.3 3 ATTESTED TO: Bevelyn J. Bender, Town Clerk APPROVED AS TO FORM: Andrew J. McGuire, Town Attorney Meeting Date: December 1, 2016 Agenda Type: Regular TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Type: Regular Submitting Department: Development Services Staff Contact Information: Bob Rodgers, Development Services Director, 480-816.5138, rrodoersla.fh.az.aov Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): DISCUSSION WITH POSSIBLE DIRECTION TO STAFF regarding proposed Town of Fountain Hills Noise Regulations. Case #Z2016-05 Applicant: Applicant Contact Information: Property Location: The Town of Fountain Hills Planning & Zoning Division Town -Wide Related Ordinance, Policy or Guiding Principle: Zoning Ordinance Section 2.01 — Amendments or Zone Chances Zoning Ordinance Chapter 5 Section 5.19.A — Noise Fountain Hills Town Code Chapter 11, Section 11-1-7 - Noise Staff Summary (background): The characteristics of sound and the regulation of noise is proving to be a complex subject. During review, it became apparent that there could be some confusion and/or inconsistencies between the noise regulations in the Zoning Ordinance and those in the Town Code. In order to eliminate these issues, the proposal is to remove the noise ordinance provisions from the Zoning Ordinance completely and place them entirely within the Town Code. In order to address the question of how other municipalities have dealt with the issue, staff has previously provided Council with the noise ordinances from Mesa, Scottsdale, Tempe, Phoenix, Paradise Valley, and Maricopa County. Below is the brief summary from the previous staff report: The ordinances each deal with the issue of noise differently. There do not appear to be any standardized sets of guidelines for decibel levels and some ordinances do not have regulations regarding decibels at all. The most common sound scale used is the "A" scale. o Phoenix allows a maximum of 70 dB(C). This is a different scale from all the other ordinances reviewed and only applies to "hand -operated devices'. o Tempe allows a maximum of 70 dB(A). But the noise must be at least 5 dB over the maximum to be considered a violation. c Scottsdale allows a maximum of 68 dB(A). But this is "rebuttable". Page 1 of Noise ordinance TC 12/1/2016 o Paradise Valley has the lowest maximum decibel limit of 56 dB(A). Except for vehicles which may be up to 82 dB(A). o Mesa and Maricopa County have no maximum decibel limits in their regulations. - Time of day constraints are more common. o Mesa uses 6 AM and 10 PM as their primary morning and night cut-off times. o Tempe and Paradise Valley use 7 AM and 10 PM o Phoenix uses 7 AM and 11 PM o Scottsdale and Maricopa County do not have time of day limits. The location used to measure the sound level varies. o Mesa has no point of measurement. o Phoenix uses 50' from the source. But, this only applies to "hand -operated devices". o Tempe and Paradise Valley measure the sound at the property line. o Scottsdale does not note where the measurement is to take place. o Maricopa County uses 500' from the source. But, the reading must be taken inside a closed building. Exemptions: o Mesa exempts permitted events, school activities, some construction activities, municipal work, and also other exemptions at the City Manager's discretion. o Scottsdale exempts permitted events and non -amplified noise generated by the patrons of a business. o Tempe exempts A1C units, lawn maintenance, school and government activities, warning signals, emergency vehicles, trains, church bells, and power plants. o Phoenix exempts municipal vehicles, road and bridge repairs, loudspeakers used in public addresses, hand-held devices as noted above if they emanate from a bicycle, push cart, etc and only play "pleasing melodies". o Paradise Valley exempts warning devices, emergency vehicles, municipal and utility work, A1C units, pool filters, and at the Town Manager's discretion. o Maricopa County exempts aircraft, emergency vehicles, non -amplified noise from schools and daycare facilities, HVAC units, non -amplified crowd noise from planned activities, boats, alarms, guns, some construction activities, public events, bells, racing events, trains, power plants, warning signals, farm equipment, and noise from parks and playgrounds. RECOMMENDED MODIFICATIONS At the request of Council, staff has taken another look at the proposed ordinance amendments. Staff has also consulted with MCSO regarding their preferences in regards to methods of enforcement. Upon re- consideration, staff recommends that the Town Council consider the following modifications to the proposed amendments prior to approval: 1. Remove the two -points of decibel level measurement process in favor of using a single point of measurement. This is recommended to be a point within the complainant's location, with the windows and doors closed. 2. Establish the maximum decibel level permitted as 80 dB(A) during daylight hours and 50 dB(A) during nighttime hours. 3. Establish the daylight hours as 6:00 AM — 9:00 PM and the nighttime hours as 9:00 PM — 6:00 AM. Keep these times consistent all year long. 4. Require that events generally end at 10:00 PM. However, allow event permits to be issued for specific events to go until 11:00 PM as is done currently, with a maximum level of 70 dB(A) after 10:00 PM. Page 2 of 3 Noin 0,dim.e TC 12/12016 Fiscal Impact (initial and ongoing costs; budget status): None Budget Reference (page number): NA Funding Source: NA If Multiple Funds utilized, Ilst here: NA Budgeted; if No, attach Budget Adjustment Form: NA Recommendation(s) by Board(s) or Commission(s): The Planning & Zoning Commission held a public hearing on September 8, 2016. After a lengthy discussion, the Commission voted 3-2 to forward a recommendation to Town Council to approve the noise ordinance revisions as previously presented. Staff Recommendation(s): Staff recommends approval of the noise ordinance revisions subject to the four modifications noted above. SUGGESTED MOTIONS: NA Attachments: Current Proposed Town of Fountain Hills Noise Regulations (5 pgs) 10/22/16 Decibel Readings done by MCSO Submitted by: Robert Rodgers 11/22/2016 Development Services Director Date Approved: � LL�J —.�h 11/22/2016 Grady Miller, To 1!!n er Date Page 3 of 3 Decibel Level Comparison Chart Commercial Industrial Residential dB Leve 1 Threshold For Hearing 0 Good Recording Studio Breathing 10 Rustling Leaves 15 Whisper, Mosquito 20 Library Living / Dining Room 30 Refrigerator Hum Kitchen / Bathroom 40 Quiet Office Power Lawn Mower Home Office 50 Birds at 10' 55 Conversational Speech 60 Piano Practice Electric Shaver 60 Business Office Piano Practice 65 Noisy Restaurant Inplant Office Street Traffic 70 Chamber Music Barking Dog 75 Classroom Alarm Clock 75 Television / Dishwasher 75 Airplane at 1 mile Manual Machines Vacuum Cleaner 80 Reception / Lobby Area Handsaw Garbage Disposal 85 Motor Bus Telephone Dial Tone 85 Applause in Auditorium Lawn Mower 85 OSHA Required Hearing Protection in Factory 85 Teleconference Room Train at 100' 90 Subway Farm Tractor Teenage Stereo 90 Sustained Exposure May Cause Hearing Loss 90 Music Practice Room Electric Drill Walkman at 5110 94 French Horn Average Factory Noise Blender 100 Orchestra Diesel Truck Motorcycle 1.05 Computer Room Printing Press Train 105 Bass Drum Heavy Truck Power Saw 110 Dog Kennel Power Mower Baby Crying 110 Symphony Orchestra Punch Press Squeeky Toy to Ear 110 Pain Begins 120 Disco Sandblasting Shot Gun 120 Cymbal Crash Pneumatic Clipper Air Raid Siren 130 Dragcar Racing Military Jet Shotgun 140 Rock Concert Aircraft Carrier DeckT Jet Takeoff 140 Chest Wall Begins to Vibrate 150 Ear Drum Breaks Instantly 160 Death of Hearing Tissue 180 Loudest Possible Sound 194 The following is report shows the readings from a sound decibel sampling taken from various locations around Fountain Hills. Device used to obtain the sound readings: SPER SCIENTIFIC mini sound meter part#840014c Tuesday November 29, 2016 1033 hours Palisades Blvd & Hampstead Drive (Sample obtained on the corner of the intersection) School Bell 67.2 dB No Traffic 47.3 dB Traffic 70.3 dB 1042 hours Palisades Blvd & Fountain Hills Blvd (Sample obtained on the SW corner of the intersection from the church parking lot) Minimum 53.3 dB Maximum 76.5 dB 1050 hours Palisades Blvd & Saguaro Blvd (Sample obtained from the SE corner in the park area about 75 feet from the intersection) Minimum 39.4 dB Maximum 66.2 dB 1057 hours Avenue of the Fountains & Saguaro Blvd (Sample obtained on the Avenue in the median about 75 feet west of the intersection) Minimum 48.3 dB Maximum 67.5 dB 1101 hours Avenue of the Fountains & Verde River Drive (Sample obtained at the intersection on the SE side) Minimum 43.6 dB Maximum 79.3 dB (Construction vehicles operating) 1103 hours Verde River Drive & Paul Nordin Pkwy (Sample obtained from the Cul -De -Sac of the connecting streets) Minimum 50.2 dB Maximum 56.5 dB 1109 hours Saguaro Blvd &Kingstree Blvd (Sample obtained from Kingstree about 75-100 feet West of Saguaro) Minimum 55.4 dB Maximum 56.3 dB 1117 hours Saguaro Blvd &Shea Blvd (Sample was obtained from the MCO Parking lot) Minimum 55.6 dB Maximum 72.4 dB 1124 hours Target Shopping Center Parking Lot (Sample was obtained from the middle of the parking lot area of Target) Minimum 50.1 dB Maximum 59.4 dB 1126 hours Shea Blvd &Fountain Hills Blvd (Sample was taken from the north side of the intersection) Minimum 54.7 dB Maximum 76.6 dB 1131 hours Shea Blvd &Palisades Blvd (Sample obtained from the South side of the intersection) Minimum 57.5 dB Maximum 71.5 dB 1136 hours Fry's Grocery Store Parking Lot (Sample obtained from the middle of the parking lot) Minimum 48.4 dB Maximum 49.5 dB 1141 hours Palisades Blvd &Eagle Ridge Drive (Palomino) (Sample was obtained on Eagle Ridge about 75 to 100 feet from the intersection) Minimum 45.1 dB Maximum 58.2 dB 1144 hours CopperWynd Parking Lot (Sample was obtained in the parking lot near the tennis courts) Minimum 41.5 dB Maximum 50.9 dB 1147 hours Adero Canyon Area (Sample was obtained near the sales office area at the paved intersection) Minimum 60.0 d6 Maximum 66.5 dB 1156 hours Sunridge Drive &Sierra Madre Drive (Sample was obtained just south of the intersection) Minimum 37.9 dB Maximum 44.9 dB 1205 hours Aspen Drive &Sourdough Place (Sample obtained at the intersection) Minimum 32.4 d6 Maximum 40.8 dB * While obtaining the readings above. A dog started barking in the area about 75-100 feet to the west from the backyard of a residence. A sound sample was obtained showing 52.1 dB 1217 hours Town Hall Parking Lot (Sample was obtained from the south side of Town Hall in the parking lot area) Minimum 52.4 dB Maximum 71.4 dB TOWN OF FOUNTAIN HILLS NOISE REGULATIONS 2730238.2 Section 11-1-7 Noise. A. Purpose. The purpose of this Section is to promote the health and general welfare of the citizens and businesses of the Town by balancing the need to protect the community against unreasonable noise with the legitimate goal of promoting and encouraging commercial and business growth in the community. B. Definitions. The following words, terms and phrases, when used in this Section, have the meanings ascribed to them in this Section, except where the context clearly indicates a different meaning: 1. "'A' band level" means the total sound level of all noise as measured with a sound level meter using an A -weighting network. The unit is the dB(A). 2. "Complainant" means a person who files a noise complaint. 3. "Decibel" means a sound pressure that is 20 times the logarithm to the base 10 of the ratio of the pressure of sound to the reference pressure, 2 x 10 -5 newton/meterz. 4. "Emergency work" means any (a) work performed to prevent or alleviate physical trauma or property damage threatened or caused by an emergency that has or may result in a disruption of service and that is necessary to restore property to a safe condition following a public calamity, (b) work required to protect the health, safety or welfare of persons or property or (c) work by private or public utilities when restoring utility service. 5. "Noise violation" means any noise created that exceeds the maximum limits as specified in this Section. 6. "Sound level (noise level)" means the sound measured with the A - weighting and slow response by a sound level meter. 7. "Sound level meter" means an instrument including a microphone, an amplifier, an output meter and frequency weighting networks for the measurement of sound levels that satisfies the pertinent requirements for Type 1 sound level meters as set forth in the most recent version of American Standard Specifications for Sound Level Meters ANSI SIA - 1983. IA - 1983. 8. "Sound Source" means the cause and location of the noise. C. Measurement Standard. Sound level shall be measured with a sound level meter operated in accordance with the manufacturer's guidelines and instructions. 2730238.2 Table 1 Measurement Standards: _ COMPLAINANTS SOURCE ------- LOCATION 30' r'�r I ---•--� --- _ _ -- WALL OF STRUCTURE D. Noise Violations Prohibited. Subject to the complaint processing provisions in Subsection 11-1-7(E) below, it shall be a violation of this Section to emit or allow to be emitted noise in excess of the permissible noise levels set forth in Table 2 below. Table 2 Permissible Noise Levels: Monday — Thursday, May 15th to September 15th Measurement Location Time Decibel dB(A) Wall of structure proximate to 55 complainant's location 5:30 am to 11:00 pm Approximately 30 feet from the sound 85 source Wall of structure proximate to 45 complainant's location 11.00 pm to 5.30 am Approximately 30 feet from the sound 75 source Monday — Thursday, September 16th to May 14th Decibel dB Measurement Location Time A Wall of structure proximate to 55 complainant's location 6:00 am to 11:00 pm Approximately 30 feet from the sound 85 source Wall of structure proximate to 45 complainant's location 11:00 pm to 6:00 am Approximately 30 feet from the sound 75 source 2730238.2 2 Friday — Sunday, year long Measurement Location Time Decibel dB(A) Wall of structure proximate to complainant's location 7.00 am to 11.00 pm 55 Approximately 30 feet from the sound 85 source Wall of structure proximate to 45 complainant's location 11:00 pm to 7:00 am Approximately 30 feet from the sound 75 source E. Complaint Processing. After receiving a noise complaint from a complainant, an individual authorized under Subsection G of this Section shall measure the noise level with such measurements being made both at the wall of the complainant's location and approximately 30 feet from the sound source, as illustrated in Table 1 above. The authorized individual shall determine a noise violation has occurred when the decibel levels at both the complainant's location and at approximately 30 feet from the sound source exceed the maximum decibel levels set forth in Table 2 above. F. Sound Truck. It is unlawful to play, operate, or use any device known as a sound truck, loud speaker or sound amplifier, radio or phonograph with loud speaker or sound amplifier or any instrument of any kind or character that emits loud and raucous noises and is attached to and upon any vehicle unless such person in charge of such vehicle. G. Violations. The Town Manager or designee, code official or Town law enforcement officer may issue civil citations pursuant to Subsection 1-8-3(D) of this Code to enforce violations of this Section. After civil enforcement as set forth in Subsection 1-8-3(D) of this Code, any POST -certified law enforcement officer or the Town Prosecutor may issue criminal complaints pursuant to Subsection 1-8-2(A) to enforce this Section. H. Exemptions. The following uses and activities shall be exempt from Town noise level regulations: 1. Noises resulting from air-conditioning equipment when such equipment is in proper operating condition. 2. Noises resulting from lawn maintenance equipment operated during daylight hours when such equipment is functioning with all mufflers and standard noise -reducing equipment in use and in proper operating condition. 2730238.2 3. Noises of safety signals, warning devices and emergency pressure relief valves. 4. Noises resulting from an authorized emergency vehicle when responding to an emergency call or acting in time of emergency. 5. Noises resulting from emergency work. 6. Church chimes or bells. 7. Any noise created by any Town or Town contractor vehicles, equipment or facilities while being operated or utilized for official business. 8. Noises resulting from a special event being held pursuant to a Town - issued special event permit. 9. An un -amplified human voice. 2730238.2 4 Decibel level readings for October 22, 2016 The reading at the resort was taken at the adjacent cul de sac opposite the resort. The decibel level reader was held above the wall to avoid interference of the travelling sound. At 21:20, 1 could audibly hear music and voices speaking in normal tones. It was not loud but it could clearly be heard. The decibel level reading at that time was 46 decibels. I returned to the same area at 22:00. The wedding had ceased and there was no music or speaking at this time. I took a decibel level reading anyway and found it to read 34 decibels. I took a reading at the bar/restaurant called Grapables. The reading was taken from the parking lot approximately 100 feet away. A woman was performing with a microphone and amplifier. The reading at that time was 52 decibels maximum at 21:30. 1 returned again at 22:10 and the woman was performing again. The reading at that time was 56 decibels. There were no other events which were louder than normal speaking Igvels in town to record on that evening. 1( Sgt. Engelbeck TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date: 121112016 Meeting Type: Regular Session Agenda Type: Consent Submitting Department: Public Works Staff Contact Information: Paul Mood, Public Works Director, pmood@fh.az.gov Strategic Planning Goal: Not Applicable (NA) Operational Priority: Pavement Management Program REQUEST TO COUNCIL (Agenda Language): Consideration of approving Cooperative Purchase Agreement C2017-071 with Infrastructure Management Services, LLC in the amount of $106,245.00 for pavement performance data collection and reporting. Applicant: Infrastructure Management Services, LLC Applicant Contact Information: 1820 W Drake Drive, Suite 104, Tempe, AZ 85283 Owner: Town of Fountain Hills Owner Contact Information: NA Property Location: NA Related Ordinance, Policy or Guiding Principle: NA Staff Summary (background): The Town previously completed a one-time Pavement Management Report in 2009 and did not have the funding necessary to implement the recommendations or provide asset management software and subsequent updates. The proposed contract with Infrastructure Management Services (IMS) will provide for the mapping of the Town's roadway network, pavement data collection, asset management software, analysis and reporting. The contract also provides for a $15,000 owner's allowance for deflection testing to analyze the roadway subgrade in specific areas identified by the Town and to provide additional analysis and reporting as directed by staff. The contract also provides for up to four annual renewals ($6,000 ea.) to host the pavement management software and to provide annual updates based upon maintenance data provided by staff. The data collection and reporting will help aid staff in assessing the overall pavement condition of the Town's current roadway network and provide pavement management analysis based on current and future funding scenarios. The contract breakdown is as follows: $67,245 Initial Contract $15,000 Owner's Allowance $ 6,000 FY17-18 Renewal $ 6,000 FY18-19 Renewal Pagel of 2 $ 6,000 FY19-20 Renewal $ 6,000 FY20-21 Renewal Risk Analysis (options or alternatives with implications): Fiscal Impact (initial and ongoing costs; budget status): Budget Reference (page number): 276 Funding Source: Huff Fund If Multiple Funds utilized, list here; Budgeted; if No, attach Budget Adjustment Form: Yes Recommendations) by Board(s) or Commission(s): NA Staff Recommendation(s): Staff recommends approval of contract 02017-071. List Attachment(s): Contract 02017-071 SUGGESTED MOTION (for CoUnCd use): Motion to approve Cooperative Purchase Agreement C2017-071 with Infrastructure Management Services, LLC in the amount of $106,245.00 for pavement performance data collection and reporting. Prepared by: Paul ood, Public Works Director11/22)2016 Director's Appr E: Pabl-Mood,,Public Works Director 111221201-6-- A P 112212416 Apped: Grady -E, Miller, Town n er 11/22/2016 Page 2 of 2 Contract No. C2017-071 COOPERATIVE PURCHASING AGREEMENT nr, r WEEN THE TOWN OF FOUNTAIN HILLS AND IMS INFRASTRUCTURE MANAGEMENT SERVICES, L.L.C. THIS COOPERATIVE PURCHASING AGREEMENT (this "Agreemene) is entered into as of December 1, 2016, between the Town of Fountain Hills, an Arizona municipal corporation (the "Town"), and IMS Infrastructure Management Services, L.L.C., an Arizona limited liability company (the "Contractor''). RECITALS A. After a competitive procurement process, the City of Goodyear. Arizona ("Goodyear") entered into Contract No. CON 16-3132, dated January 26, 2016 (the "Goodyear Contract"), for the Contr-,Pto. to p=o-. idv ,avcT,eni Inventory aata vonecuo., Se..ices. A copy of the Goodyear 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 Goodyear Contract, at its discretion and with the asreement of the awarded Contractor, and the Goodyear 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) acknowledbinb their cooperative contractual relationship under the Goodyear Contract and this Agreement. (ii) establishing the terms and conditions by which the Contractor may provide the Town with pavement performance data collection, modeling and hosting of Lucity asset man..,Gment softwu.., as ...ore .amcuiariy set rorin In Jectton L Delow kine "Jerv:ces -) anti �i setting the maximum aggregate amount to be expended pursuant to this Agreement related to the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals_ which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration; the receipt and sufficiency of which are hereby acknowledged, the Town and the Contractor hereby agree as follows: 1. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until June 30, 2017 (the "Initial Term"), unless terminated ws otherwise Prov"aea in oris Agreement or me vootiyear Contract. Arter —me expiration of the Initial Tenn_ this Agreement may be renewed for up to four 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) the term of the Goodyear Contract has not expired or has been extended, (iii) at least 30 days prior to the end of the then -current term of this Aereement, the Contractor requests, in writinb, to extend this 2z.0o] tigreement for an additional one-year term and (iv) the Town approves the additional one-year term in writing (including any price adjustments approved as pan of the Goodyear Contract), as evidenced b, the Town Manaber-s sibnature thereon, which a,.,,roval ma, be withheld b, the Town for any reason. The Contractor's failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of the then -current term of this Agreement; provided, however; that the i own may; at its discretion and with the agreement of the Contractor, 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.' UFon renewal, the terms and conditions of this Agreement shall remain in full force and effect. L. Scope of worts. Contractor snail provide to ine sown the Services under the terns and conditions of the Goodyear ConUaCt and as more particularly set forth in the Quotation attached hereto as Exhibit B and incorporated herein by reference. 3. Compensation. For the Initial Term, the Town shall pay Contractor an aggregate amo-..t not to vxcuea $aL,LzF5.00 DO. ine Serv:cr.., "t the ui-iit r.tvs as sct forth in the Good,.ar Contract and as more palticularly set forth in the Quotation_ of which $15=000.00 is an owner's contingency which shall be utilized at the Town's sole discretion. Thereafter, for each subsequent Renewal Term; if any. the Town shall pay the Contractor an annual aggregate amount not to exceed $6,000.00 for the Services at the unit rates set forth in the Goodyear Contract and as more ,.articularly set forth in the Quotation. The maximum abbrebate amount for this Agreement_ including all Renewal Terms_ shall not exceed $106,245. 00. ZF. rayments. i ne i own shall pay the Contractor mommy, oased upon Services performed and completed to date, and upon submission and approval of invoices. Each invoice shall (i) contain a reference to this Ar reement and the Goodyear Contract and (ii) document and itemize all work completed to date. The invoice statement shall include a record of time expended and work performed in sufficient detail to justify payment. Additionally, invoices :,�.om:ttca wimoui reierencinb tris Agreement anti the Goouyear Co..t...ct w:u oc swo�cct to rejection and may be returned. 5. Records and tiudit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under Section 6 below, Contractor's and its subcontractors' books, records, corres,.ondence, accountinb rrocedures and rractices, and an, other su,.,,ortinb 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 Fermit (i) evaluation and verification of any invoices, Fays.,ents 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 Ab..cmcni ana (::) evaluation or the Contractor -s ana Its suoco..t. acro. s' comyi: W..ve with thc 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, 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 Abreement for the 231e7691 2 duration of the work and until three years after the date of final ,,ay.,.ent 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 whn ine Frov:. io..s of tris Section. i ne t own snap wive Co.aravtor o. it. s--bcontr.ctors reasonable advance notice of intended audits. Contractor shall require its subconuac4ors to comply with the provisions of this Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 6. E-verif, Re,,uirements. To the extent a,.,.licable under ARIZ. REV. STAT. 9 41- 4441- 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 unlaer Ax1L. MtV. � rA t . Coniractor-s or its suocontractors- 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. Israel. Contractor certifies that it is not currently engaged in, and agrees for the duration of this Ar.��...ont tnwt :t writ ..ot ■.abo in a "boy.ott," ws that t.rm is defined in ARIZ. Rtv. SIAL. § 35-3937 of Israel. 8. Conflict of Interest. This Agreement may be canceled by the Town pursuant to Aruz..REv.Sir►t. § 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 iviaricopa County, Arizona. 14. Axreement Subject to Aj,,rovriation. 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 ex,.enscs sub;cvt to the " bud„et 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 ubli�ation under this A�.eement. The ,,arties abree 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 tis Abreement is executed anu delivered. i he i own shalt pe me sole juage anti autnority 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 aeainst the Town from or relatine in any ..ay to the Town's termination of this A.,reement pursuant to this section. t t . conflicting t erns. to the event of any inconsistency; conflict or ambiguity among the terms of this Agreement, the Goodyear Contract and invoices, the documents shall 2810769.1 3 ,ovem in the order listed herein. tvotwithstanding the foregoing, and in conformity with Section 2 above_ unauthorized exceptions, conditions, limitations or pruvisions in conflict with the terms of this Agreement or the Goodyear 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 invoice containing any such Unauthorized Conditions or failure to d.mand full om,rance whn the terms anti conditions set fonn in tnis Agreement or under the Goodyear Contract shall not alter such terms and conditions or relieve Contractor from, nor be construed or deemed a waiver of, its requirements and oblieations in the performance of this Agreement. 12. Ri,.hts and Privileges. To the extent t..ro.idcd w..ao. the GoodCo..t.-.t; ma Town shall be afforded all of the rights and privileges afforded to Goodyear and shall be the "City" (as defined in the Goodyear Contract) for the purposes of the portions of the Goodyear Contract that are incorporated herein by reference. 13. Indemnification• Insurance. In addition to and in no way limitine the Provisions set forth in Section 12 above. the Town shall be afforded all of the insurance coverage and indemnifications afforded to Goodyear to the extent provided under the Goodyear Contract, and sucn insurance coverage ant[ intlemnifications 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 indemnity, 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, damaees, liabilities, costs and t;xP...5e3 t:nctudinb, out not i:mitea to, reasoname 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 ac W, intentional misconduct, errors, mistakes or omissions, in connection with the work or services of the Contractor; its officers, emPlo,ees, asents, or any tier of subcontractor in the performance of this Agreement. t$. notices and mequests. 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 y,iven if (i) delivered to the Party at the address set forth below, (ii) deYosited 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 R05ti-otEw P.L.C. One East Washington Street, Suite 1600 rhoenix_ rtrizona Attn: Andrew J. McGuire 2810769.1 4 If to Contractor: IMS Infrastructure Management Services, L.L.C. 1820 West Drake Drive, Suite 104 i �...,� Hrizo..W ts:).zis3 Attn: Jim Tourek 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 ,arty, (ii) three business days after beinb ,laced 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 anu instructing ine uetivery service to deliver on the iouowing ousiness day. if a copy of a notice is also given to a pasty's counsel or other recipient, the provisions above ,overninb 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. [SIGNATURES ON FOLLOWING PAGES] 28107691 5 IN w tTNnSS WHEREOF, the parties hereto have executed this t%greement as of the date and year first set fo, Lh above. "Town" iOwiv yr rOUNiAuN MLLL37 an Arizona municipal corporation Grad, E. Miller; To Y. i-. Mana,,er ATTEST: BeveIyn 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,,ro�en to m. on the basis of satisfa�to., ..iu�..vv to nc me Ye. ,on wno ne claims to be_ and acknowledged that he signed the above document_ on behalf of ►he Town of Fountain Hills. Notary Public kAffix notary seal here [SIGNATURES CONTINUE ON FOLLOWING PAGE] -810769.1 6 ='Conn. aero-�` IMS INFRASTRUCTURE MANAGEMENT SERVICES, L.L.C., an Arizona limited liability company I By: (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On V e-,7- A , 2016, before me personally appeared t the MC.&6c4/roi IMS INFRASTRUCTURE MANAGEMENT SERVICES, L.L.C., an Arizona limired liability company; wnose iaenrity was proven to me on the basis uf Satisfactory evidence to be the person who he/she claims ro be, and acknowieugell alar ne/sne signed the above document un behalf of the limited liability company. ZACHOT CES iF THOMASOn Ntary PON - W1108 l ncopa County NaLary Public ft comm. E.PIres ,pan c+, 619 (Affix, %14769 1 =Alill3l I A TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND IMS INFRASTRUCTURE MANAGEMENT SERVICES. L.L.C. [Goodyear Contract] See followinb tabes. 2810769.1 CITY OF GOODYEAR OFFICE OF PROC*MENT AL P.O. Box 5100 hu rlcuFGsalvlvnL aGl[ V XLS CUn i "CT Goodyear, Arizon 83338 Phone: 623-8824843 GOWO& I run llroqac I I)P.JI.��r1IV{Y VI''�N+i[YIV:C,: rr.-;C... rnx Invuntv.; L).Mcollcre.on •y •�°--�7u,.� _� Vii. _ ry t s• Y4 A •' ..r. I o tnc I.:ity of CioOdyar: Th.. undersigned Contractor hereby offers and ar,.es to furnish the roods and/or services in -;tn this Cvnt..v4 — the t`.... Co.-azz—vi i. dcttned :n this document. 1 riY SlLglllE BAIL tiumitl4iff Inls Dllv.. wvrtffies Ru0 warrants tGA Cantraetor: has .:...G, unavrst....M a a :-arses to som,i, iiii the C -;-.tract .r &F70 lie.; Cv.�•tracto.- is Y.:..Iifica to p.riv.�,. ZIl �t rv:«� .:.t..::ea herein; rias no Known, unaisciosea convict of interest; has not mane an osier of any gin(s), payment(s) or oilier consideration to any City employee, elmea otncial wno nil$ or may nave imaa a role in tree procuremem process For lois ContruiT; pursuant to A.M.S. § 91-440 t, ContrnCtor and its subconm cors will comply with all immigration paws and regulations that relate to its employees and A.R.S. § 23-214; and the signatory is an officer or duly authorized tgen, of the CanuaCMT with full power and authority io submit binding offers for the goods and/or servioes as specified Perein. 1 Arizona Transaction � (SRIGS) Number: -,/ i;;� Arizona Cont, n.;tor License Number: VVC4,. City of Goodyear Business Registration No.: Privilege Tax Lie rise Num r: CX— C.ontractor's Company name ign Lure o arson AuMoriZM to Sign Offer t t.�. Qi a.Yia 6e%oc Vs% Address rilmed Numv i tf111oiQ-L:: 4+1.2 %'K%5 t:.ity state cap Coe i ine gate i el�Yno..t: email GQ Contractor's Offer is hereby accepted and a Contract awarded by the City. ContraMor is now bound to tnu roods andlor services as specified in Scow of Work of this Contract. Contractors trail not Mail, 6:11..51` 6:11..51` wom o.- provide any material/services until the Contractor receives un cx=ztvd purchase o.a.a or �..n...ce io proceed: City Manager, City of Goodyear f}f applicable! Attested by: maureer acati, City Clerk City Seal ��tht1111rrr�,;�� `�� F U ° ° l -. `/moi ' ciat File C) r a evils = 'n ApN,oved as to form. noric Massey, City Attorney 16 3.32 LMS'L Paveutcnt M#1 S)W= P.O. t ..r 15 Manager �. 7 Date rm7Urzz5tOnAL SERVICES CONTRACT STANDARD TERMS AND CONDITIONS EVA itr.33F,si Qt'v This Professional Services Contract (-Contract), is made on this ` ` day of-JA4t1 7014 ("Effective Date'), by and between the City of Goodyear. an Arizona municipal corporation ("City") and Infrasuttcturc management services (IMS)_ a limited uabiiizy corporation ("Contracwf't. lne City engages the Contractor to perro..0 professional services for the F.,, ect known as: Pavement Inventmyy Data Collection ("Pro;ect"). The City and Contractor may be referred to individually herein as a -Pu ty" and collectively as the `Parties." KLCITALS WBEREAS, the City is authorized by the City Charter tt, execute contracts for professional services; W N.•Kr.A1; m., Contracto....p...sents th.t Contrawtor has the.-"-lisite expense, and is qualified to perrorm the services described in this Contract; and WHEtcrhS. the City and Contractor desire to memorialize their agreement with this Conuact. AGREEMENT NOW. THEREFORE, in consideration of the foregoing recitals, waicn are incorporates herein by reference_ the following matual covenants and conditions; and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows; arCiION i L►3LrLnIJLIVAa 1.1 "Contract" mums this Professional Services Contract, including the standard terms and conditions, special terms and conditions, specifications/scope of work, fee schedulelprice sheet, the solici udon nocuments. instructions to offerors (including nocuments refemneta anti included therein) and any attachments, exhibits and addend..." referenced herethe offer and an, best and entalwrier as =....pted by the City, and any amendments. t .z "ConuractoF means the individual. parorership, entity_ firm, company or corporation who. as a result of the competitive process, is awarded a contract by the City of Good,ear. 1.3 "Days" means calendar days unless otherwise specified herein. 1.4 "Litibtion Exp.,nse' means any court filinb fee and costs, arbitration fees or costs: Witness r=, arbitration fees, and each other fee and cost of investigating and defending or asserting any claim for indemnification under this Conutwt, including, without limitMtion, in each case, attorneys' fees, professional fees= disoursements antr each ower fee ane cost of invm dgadag and defending, appealing or asserting any claim for indemnification under this Contract. 1.5 "Loss" means any liability, loss, claim, settlement payment, cost and expense, interest, award, judgment, damages (including punitive damages), diminution in value, fines, fees and penalties or other charge, ower than a Litigation expense. 1.6 "Services'', "Work" or • Pro,;ecC means the sub ect matter of this Contract as set forth in the Scope of WorL 1., "auoconuact" means any Contract, express or imptii.a, octween the Contractor anti another pony or oetween a suocontractor ana anomer tarty aaLebating o- assigning. in wnaic %- ;u, part, the maiane v, fumishing of _, 6was o. acr. to —mreo %: the penormance of the Contract. :6-3432 IMS - Pavement Mgc sra.em ref'.. Z of 15 1.8 "Work Product" means but is not limited to plans_ specifications_ cost estimates. tracings, studies_ design oZ.rl M,1� drawin,., com,."ter aided draftin25 and desin.� (GADO) file, com,.uter disks and/or outer electronic records and media, and all Rarchitectutal work" and `works made for hie as defined herein and by the United States Copyright AGR_ 17 U.S.C. § 101, e, seq. SECTION 2 SERVICES PROVIDED BY CONTRACTOR 2.1 Scope of Work. Coauat;wr shall provide those "Services" described in EWult "A" (Scope of Work) amaned hereto _d in�o.,..rated herein b, r rerence. Aadit.oiral Services; which are outside M. scope of basic services contained herein shall not be performed by Contractor without prior written consent of the City. Authorized additional Services shall be compensated for by a fee mutually agreed upon between the City ana Contactor. 2.2 Pro&g�;onal Practices. All Services shall be provided by personnel experienced in their respective fields and in a manner uonsistent with the standards of care, diligence and skill ordinarily exercised by ,roressionam in similar rletaS and circumstances in accordance wfEn so....tl proiessim Yrarrices. Contractor is ., ,,,,..nsible for knowing and com,,ly:..a with all applicable laws, rules, and reg..lations, including all applicable building regulations, lice..,. and permits requirements. 2. s rerrarmance to Car s aatisractiou. Co..tracto...grees to penorm alt Services required ay tarts Contraff to the com,,lete satisfaction of the City and as tzquired herein. If the -4uality of work is not satisfactory to the City, in addition to any and all other remedies available by law, the City in iw discretion has the right w do any or all of the following: (i) Meet with Conttictor w review quality of work and resolve the =uv.. oI co-acern; �iit require Contramaz to repeat the worK at no awdonal Ice unto h is satisfactory to the City; and/or (iii) Terminate the Contract as,,rovided herein. 1.4 inyesdgLuon. Contactor warrants and agrees familiarity of the work is required to perform the Services, is sativnM — to the auzukio.-x under wnicn :t is to ve penormed, is competent to pfflbrm tae Services and enters into this Contract based upon the Contractors own investigation. JL' cJLIVA J CUSIXAC"L armm 3.1 The Contract term shall be one (1) year commencing the Effective Date, unless terminated sooner in accordance with the provisions herein. The Contact may be extended for additional couaQcuuve terms, not to exceed a total of five (5) years, subject to appropriations and the mutual agreement of the Parties. SECTION 4 COMPENSATION AND BILLINGS/PAYMENTS ZF. t Compensation. Contractor=s total compensation_ including those Services furnisbed by its Subconuamors, shall not exceEB $19$,163.0, _* accordance ..:tit tnc ree acnedure iouna in C;omractor=s offer. 4.2 Method of Billing. Contractor will invoice City by the 10th day of each month for Services provided curing the prior month. invoices shall contain itemized hourly fees and specifically describe the Services perro.�a, the name of the r.ersouts) perrorming the Services, anti supporting aocumentanon. 4.3 Review and Withholding. City's Project Manager shall review invoicm to certity payment guests. If an invoice is rejected, the City Project Manager will issue a notice of the items not approved for payment. If curing the course of the ConaaGR_ services performed do not meet the requiremem svt forth in the Contract, Contraeto. matt correct a....odiry the wont to comply witfl tae Contract requiremenr5 anti the City shall have the rignt to withhold pay...ent for such work until Contractor com,ait:s with the requirements of the Contract to the reasonable satisfaction of the City. zF.zF ray ent. City shalt pay Conuucwr within 30 days from the date the City receives a complere, coy =L and a,.,,..,.zd —'voice. 1 MAA EMS - Pavement M&L SY.Lem r -,c S at 15 4.5 . Advance payments are nut author—acm t ne City win not honor any invoices or craims which are tendered mores than one t 1) ,ear after the last item of the account accnt.--.. 4.6 Fund Appronrist►on Cgntinaencv. Funds may not presently be available for performance under this Contract oeyontl the Ciry-s current uscm ,ear starting rul, r ....a wiAlm.e o.. rune 301 of me Fouowin,, y.,a.. 1f pay...ent for Contract Services extends into a new fiscal year, the City's oblib tion to pay for such performance is contutgent upon approval of future appropriations by City Council to fund this Contract. The City shall have no legal liability to pay funds due for performance under the terms of the Conuaer untie anti unless siren runtl8 are 4.7 Free u_Board "FOB" l Destinad�n. All prig are F.O.B final destination_ unless otherwise provided. 4.8 Co..tractor is solery rest ons:bl. foo any and all tax oblistions that may result from Contra.to.'s performance of this Contract. an%iivn a rscvaarrC s r zamaunCvn i rtAi; i unw/Ci i x rjKUjzCT MANAGr.ic 5.1 Project Team Selection. Prior to the start of any Services, Contractor shall provide the City detailed resumes of the proposed project manager, team members, and all subconu-adors Conuuctor wishes to assign or use to penorm the Contract oervices For review aha nnar approval o, roc City. Contractor win maintain an adog..gte and competent staff of qualified persons with sufficient training, knowledge and experience consistent with applicablyrdards as required by this Contract. The project manager shall be responsible for and supervise all project team members and any other employees and subconuamfts assigam Dy me Contractor. Lomractor agrees that. once assignee to -am untler tars Contract, the project manarer and tram shall not be removed or r..placed without prior written consent of the City. 5.2 Discharge. ReassigL nMllacemenConuactor will not discharge_ reassign- replace or diminish the respons:oiuti= of _y team mt� approvea n, me City witnout Ciry', t.—:o. written consent unless that person leaves the employ...ent of Contractor, in which case the substitute must be approved by the City. Contractor will ptumptly remove any projc�:t team mtiuber at the City's request if that member's performance does not equal or exceed the level of competence the City may reasonably eapct:i of a person ycrforminj5 motet: dA -c3 o: it M' City .--Qu..nry Derie.es ulv acts Cc omiss:o-_— of that person are detrimental to the development of the P%ect. �. i Coordinadom interaction. Contractor's project team are expected w work in close consultation and coo.....tio.. with allprof.sia.ar3 worxing o.. me rrojecr. 5.4 Subwntrat;ts. Conuu�tor shall not enter intu any subcontract for the performances of any Service for this Lantra without the prior approval of the City's Project Manager. Conuactor shall idcutify all proposed subcontractom and subco.. or=. pm .-sed .u.,ponsio:rt'.va. An uDconrrw s snail incorporate by reference all terms and conditions of this Contract. Contractor is solely ruzWonsible for th. performance Mud payment of its subcontractors. 5.3 t,;tyProject mom.. p.. Tho City will uesip= N Liry rroject manager to act on 6Wf of the City during the term of this Contract. The City Project Manager has the authority to administer this Contract and rhall oversee and monitor compliance with all Contract terms and conditions. All requests for information or decisions to be made by the City for this Conuartt shall be directed to the City Projem Manager. SECTION 6 LICr nS1NG- DzmAmmmArtt AND aivsrr,rr5itnv 6.1 Licensing/Yermits. Contractor warrants and certifies that Contractor and its Subcontractors will maintain valid licenses, registrations, permitn, and other approvals necessary to perform the Services required under this Contract ("Approvals'). Conuacrur shall immediately advise the City in wring of any change imotmai:o.. Yro—:uoa oy C wmractor or :is subcontractors as it reawtes to any Approvals. Non.-.,tnpliance with this p...vision is a material breach of Contract. I U A32 IMS - Pavement Mgr system Pare 4 of 16 6.2 Debarment/Suspension. Conunutor warrants and certifies neither Conuamor nor any of its subcontractor: a. are Y.esently tleoarrea, ruspenaea, t,.--YoM f.. debarment, declared ineligible or ataerwise leg�ll, excluded from contracting with any federal, state or local government entity; and b. Have not been convicted of or had a civil judgment rendered aganlst them for commission of fraud or a i i onense in connection with oomftg; attempting to ootain or performing a public (federal, state or local) transaction or contract; violation of federal or state anti-trust statutes or commission of embezzlement, their, forgery, bribery, falsification or destruct;on of records, making false stnwments or receiving stolen properly within a three (3) year period preceding this Conuuut; c. are not, or nave not oven, indicttm of or otherwise criminally enargea oy a governmental end with the commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing any public transaction or conu act under a public transaction; violation of federal or state anti-trust suttutes or commission of embezzlement_ theft_ forgery, bribery__ falsification or destruction oI recoras, MaKing raise statements o. recelvmg -talan t..-,.eTty, anti d. Have not had one or more public transaction (federal, state or local) terminated for ca.e or default. 6.3 City has no affirmative duty or obligation to confirm or deny the existence or issuance of any Approvals a. Debarments, or to examine Coy,tractor's centraotinr, ability. SECTION 7 WORK PRODUCT/CONFIDENTIALITY/ENCRYMON 7.1 ��..ersnig or urtellectttal rronem. An, and all intellectual Yrry; :ucluding nut not rimiteiT ro copyright, invention, trademark, trade name, service mit K and/or trade secrets created or conceived pursuant to or as a result of this Contract and/or any related subconu-dct ("lntelleett,al Property") shall be work mase mor hire aha the City shall oe considered the creator of suen lnteuMM rropeny. The %ity shall own the entire rignt, title and interest to th. intellectual Prorert, throughout the ;.a.la: Ctr_itra�tor shall notify the City, within 30 days, of the creation of any Intellectual Property by it or its subcontMcwr(s). Contractor, on behalf of itself and any subcontractor (s)_ agrees to executt; any and all oocum,-..t(s) necessary to vest ownetsnip of the lnwhecMil rroperty in the City and shall take no affirmative actions that may nave the effect of vesting all or kart of the laUlcetual Property in any entity or person other than the City. If applicable, Contractor shall place the professional seal of Contractor on ill plans and documenLs prepared in the performance of this Cont -"E. This sMon is intended to apply to au original designs, plans ann specifications exclusively aevelopW for the City by Conu Mor and not intended to at.rlr to standard detail, systems and ,Y., ifieations develot.cd and used n, t:e..[ra ie; nnir. shall remain the property of Contractor and may be used with other projects without City's consent. Contractor warranui_ and agrees to indemnify, hold harmless and defend the City for, from and against any claim that any worx rroouct infringes on third -parry propriety rights. it is expressly agreed by Contractor that the covenants in this section _� irrevocable and I...rpmai. 7.2 . All darn, regardless of form, including originals, images and reproducuoua, preparcu oy, or)MIE tt oy_ or transmitted to C.onuactor in connection with this Contract arc confidential- t sorrieto:, information o zea n, rho City. Com.-=Cta. rnau not uiuxlo�e a9ta era to in ire performance of the Services to any third person without the prior written consent of the City Manager. 1.z.1 Contractor, its employees and subcontractors: in the course of their duties- may have access to financial, accounting„ statistical; —.a r....�t=01 arta oro r..vat' :mal—;guar, ....a omproyees of WCLiry. Contractor covenants that all such data, documents, discussion or other information auvulopea or received by Conu.tcwr or provided in performance of this Contra%—.L, whether electronic format or hard copy, are deemed confidential or restricted City information, and shall be secured and protected to avoid unautnorrzed access, anti not ne disclosetl oy Contractor. its employees or subconuacmrs witbotu prior wrkt�z iio_— rte City. 7.2.2 At a minimum Cuutractor shall ensure all electronic transmissions of confidential data are encrypted and any cryptographic algorithm implementations used have been validated by the National msutuw of Standards and 1 echnology kA LS 1). The use of proprietary encryption algorithms will not be ..uvwaa fc. —, purpose. ine export omaucrypdon technologies is resaiciett oy me u.s. Government. 16-3432 IMS - Pavemc+tt rvtj� arar� YPba oI 10 7.2.3 In the event that Contractor reasonably oelieves than any Conno�ntial Data has been compromised. Contracto. snau notiry the Cit, Attorney immediately. Contractor a&.es to reimburse thu City for any costs incurred by the City to investigate potential breaches of this data and, where applicable, the coot of notifying individuals who may be impacted by the breach. 7.z.4 Comer—tor aw. to comply with this section and the Information Technology Non -Disclosure ApswuLuent attached hw— and incorporated herein by reference; noncompliance is a material breach of ContraCt. 7.3 City use. City may reuse the Work Product provided by Contractor and itn subconu actor pursuant to this Contract at its sole discretion. In the event the Work Product is used for another project or modified by the City without further consulmtion with Connector_ the City agrees to inaemniiy ana nota C;ontrawtor Harmless rro.u., o1aIm erisins out of such use of the Work Product. In such case, City will also remove any seal and title block from the Work Product. SnC'i 17vlr a i l 'nWilsA ]L ILo r 8.1 Terminatit,n. The City may terminate this Conus- in whole or in part, with or without cause and for any reason, including the City's convenience- upon thirty (30) days written notice to the Conoctor. 8.2 Com ....satin . In the .=eut of term inativ.., Contractor shall immediately stop all work hereunder, and shall immediately cause any of its suppliers and subconuactt,rs w cease such work. As compensation in full for Services performed w the date of such termination. the Contractor shall receive a fee for tae percentage of services actnslly penormW to we salisrattion of the Cary. 1 niv tvu shall ne _ the -amount mutually agrees ul ,., by the Contractor and City, based on the Scop of Work and fee schedule. If there is no mutual agreement, the City Project Manager shall determine thu percentage of work performed for each taask detailed in the Scope of Work_ with Conuacioes compensation based on such determination anti we pee scitowe incluaw nerein. 8.3 Act, of InsolvencylOther. The City may tctauinaw this ConuaCt immediately by written nonce to CouuzacFur if any of the following occurs: ContfMor becomes insolvent- makes a general assignment for tav bunt of�rcaltow-z; Miers or permits tat; o-..tmou[ of a recei.er for its business Qr assets;- becomes ssets;becomes sub, ect to any proceeding wader any bankruptcy or insolvency law, foreie,. or domestic; is wound up or liquidated, volun—ily or otherwise; persistently or repeatedly refuses or fails to complete the work required herein_ persistently disregards law_ rules or regulation- or fails to make prompt pa,—ent to suoco--tractors for material or moor. 8.4 Documents/Work ProduUL In the event of termination of this Conuut:t, all documents and work product prepared by ConuuLaor pursuant to this Contract including, but not limited to- finished or unfinished de,.lopu.vnt ana Go_truWd_- aacumowts, smales, M11--ings, map., and. ,..rts, snarl tie t1wiverea to the City within ten (10) days of the City's delivt,—y of termination notice to Contractor, at no cost to the City. Any use ofuncomplkted documentb withou-1 specific written authorization of Contractor shall be at City's sole risk and without liability or legal expense to Conuwtur. SECTION 9 INSURANCE 9.1 Minimum_Scgo-and Limitsoof Insurance. Couudctors shall obtain and maintaiaa in full force and eft during the life of this Conuact- and any warranty period, all of the following minimum scope of insurance t;o.eragoa wire an insurance company niu, rim oy tae state of Arizo._. whir LRiT= .%.m. vi st Compa..y, Inc rating of not less than A- or above and a catego.—y rating of not less than "VIII' with policies and forms satisfactory to the City. Use of alternative insurers requires prior written approval from City. 9.1.1 Commercial Generm Ltaolllly. Commercial Venelel L1an111iy lnsuranc` wim a 1tn11t aI not less roan $1,-000,000, for each occurrence and $2W,000 in the aga,.,,ate. The poli„y shall include coverage f„ r premises„perations, products/completed op.ations, contractual covering, —.—nal inj—y/bodlly injuay, 16-3432 RAS - PavCMMt maµ. ay5kon Pose 6 of 16 property damage_ but not l.imitIM to, we iiaoitity assumetl unser the inoemnifimion provisions of this Contract which coverar, . will be at least as broad as Insurance Su..ice Office F Wlicy form CG 00 01 07 98 or any replacement thereof The cGfficam of insurance for the Commercial General Liability insurance policy shall expressly cover the indemnification obligations of indemnification required by this Conttucl, A general. iiaoh:ry :-.surance .-ncy m"y nor oe ,..:nen on " •-r:a:..., made" bas:,. i nmu Emits may oe met through a combinatiun of prima.y and excum liability coverage. Y. i.i. Automobile Liability. Commercial. and nusiness %utomobhe Liaou—ity insurance lor owned vehicles, hires, and non -owned vehicles, with a vJiLy limit of not less than $1,000,000; combined sinele limits, per . =Lasence fur bodily injury and property damage. Coverage will be at least as broad as coverage Code 1 "any auw" under Insurance Service Office policy form Cr+ 00 01 10 01 or any repmcemvni tnereoI. 9.1.3 Workers' Com,2ensation. Workers' Compensation as required by Stutc and federal law ML.Les having jurisdiction tomer its employees engaged in the performance of any �crvices herein. Canuamor to wa�G, ane to offta:T. enoo.,a... eras Iro... 'is no& -v..' oo... f.,.i.3at,v„ insmr w W.:ng ,;.n...gado.. rigtits under its workers' compensation insurance Poliy.— against the City, its officers, agents, employees, and volunteers arising from work performed by Conunutor for the City and to require each of iw subconuuctors_ if any_ w do likewise under their workers' compensation insurance policies. 9.1.4 Professional Liability (* E &O"). E&O liability insurance with policy limits of not less than $1,000,000 each claim and $2,000,000 annual aggregate limit. ArchiLMM' and engineers' coverage shall oe endorsed to include contractual liaoilky. Contractor shall ootain ann maintain, such zaav liability insurance during the life of this Contract and for three ,ears after comF.ietion of the worl.c nu.,,�..aa. 9.I.5 mbrella/Excess Liabili . Conuumor and Subconuunor shall maintnitr Umbrella and Excess Li..oil..ty insurance wiu-an limit or not less tnan $/..OtiTvMU per occurrence comoinM limit nodily Injury and ProNerTy Damaee, that "follaws form and aF,F,lies in excess of the Commercial General Liabiiiry, Auwmobile Liability, and Employer's Liability, as required above. Primary per occurrence coverage F=y be used to fulfill this requirement. 9.2 Claim R. wmrtinr,. Any failure to comF,ly with the claim ruportinF, Provisions of the F,.,licies or an, bran of a policy warranty shall not afftrt coverage afforded under the policy to protect the City. 9.3 l.vor.'ce of Cancel.uition. rata cefflncate for eaca insurance policy requiredl oy the insurance provisions of this Contract shall provide the .,. luired coverage and shall not be s.F,. aea, voided, canovird. or rea;;OZ in coverage by endorsement to limits lower than those required by this Contract, except after prior written conscm from the City. Notice will be sent as required herein. 9.4 Endorsements/Certificates of Insurance. The commercial reneral liability insurance vAcy and ncsi-�= autumobile liability policy shall conuLLL or be endorsed to contain the followiag provisions: 9.zF. F AaMdanal. msil.reas. " i ne City of Goodyear and its elected and appointee boards__ officers_ officials. agents, emF,loyees, and volunteers are additional insuredr. .,,Lth respect tu: liability arism,, t or: or related to, au; —vibes performed by or on behalf of the Contractor pursuant to its contract with the City, products and complowd operations of the Con=,,or, premises owner occupied or used by the Conummor automoohes owned_ leased- hired, or borrowed by the Contracwr." 9.4.2 Additional Insured - t, gggyear BallRKk- and Recreildonal Comte. Any Contracts cddressinb, or related Lo, the Goodyear Ballpark and Recreational Complex shall also identify the Cleveland Indians Baseball Company, and the Ciucktund Reds, LLC as additional insured and endorse ►he same. y.�.� rriapaa�, of Mera.. Contractor's insurance snan apply separaimy to eaen insures agaim whom claim is made or suit is brought, exp with respects to the limits of insurer's liability. Contractor --s policy shall be primary and non-contributory. 1 FiW RAS - Pa- t Mgt System Page 7 of 16 9.4.5 Certificates of ,nuance. Contractor ensu proviae we Uity eeruneates of insurance snowing we insurance cov ..,.,a and mired ,.,.du. .ents described above, in af.-,,-Lu- and content approved by City, 1,rior to performing any services under this Contrau". The insurance cutificamb shall be 8ttaehed hereto and incorporated hereby by this reference. 9.5 No Representation of Coverage aMuacv. The insurance requirements herein are minimum reguirementa, The City in no way warrants that the utittituum requiremeau+ are sufficient to prouna Couu-ewtur from liabilities that might arise out of the performance of the worx unser leis Contract oy ContPMcior, ana we Co --tractor is tree to Yurcnaso ..aalrio..ar insurance. Any insurance coverage carried by the City or its employees is ex=s ;zzverage and not contributory coverage to that provided by the Contractor. The amount and type of insurance coverage requirements see forth herein shall in no way be consuued as limiting the scope of the indemnification obligations unser Ms Contract. 9.6 Non -Waiver. The City reserves the right to review any and all insurance policies and/or an endorsement required by this ConLnwt, but has no obligation io do so. Failure to identify any insurance deficiency snail not relieve the Conuactor mum. nor ae construM or aeemen a raiser of its ootigation to maintain the wired insurance at all times during the p..rformance of this Contract. Any failure of Contractor to comply with the reporting provisions of the policies shall not affect coverage provided to the City, its officers, officials, agents, employees and volunteers. 9.7 Notice of e;ancellation. Each certificate for each insurance policy required by this Section shall provide the required coverage and shall noz be suspended, voided, canceled, reduced in coverage by endorsement to limits lower than those required by this Contract except after prior written consent from the City. 9.8 Claim Reporting. Any failure to comply with the claim reporting provisions of the policies or any breach of a policy warranty shall not affect coverage afforded under the policy to PrOM the City. 9.9 Other Contractors o.yenaors. Colractnn shall ensure its subcontractors and any :.cors wat ma, oe contracted with in connection with the Project procure and maintain insurance coverage as is al propriate for their particular conned and properly endorse the City as required in this Section 9. SECTION 10 INDEMNIRCATION/RISK OF LOSS 10.1 indemnification. To the fullest extent permitted by law, Conuactur shall defend, indemnify, save and hold harmless the City, its elected officials, officers. agents and employees (hereinafter referred w as "Indemnitee") fo.; from a..a tib ...., —a itu Maims; aemantm, actions: aatnages: juagments, settlemuuuts, personal injury (includins sickness, disease, death and bodily harm), property damage (including loss of use), infringement, governmental action and all other losses and expenses, including attorney s fees and Litigation Expenses asserted by a third party (i.e. a person or entity other than City or Contractor) and that is ca,wea oy, .4tated to, arises oz of or atiegea to nave reMiaa nom, in whole or in part, any negligent, reckless or intentional acts, errors, fault, mistakes, omissions, wr,nx-, yr service of the Conuuvr, its direcum, officers, employees, agents, repre,tcutaAves, ur any tier of subcontractors or any other person for whose am= errors, fault, mistakes omissions- work or service the Conuactor may be legally liable in the periorman,.... of this Co-_Eract. The Indemnifit;'on provided hereunder shall extend tt, claims arising out oL or recovered under, Arizona's Workers' Cotnponsation Law or the failure of Contrautur w conform to any applicable and appropriate taw, rule_ regulation or court decree. It is the specific intention of the Parties that the Indemnitee shall, in au instanroa; for omims ...:sing soieiy mom me negligent or willfui acts or omissions of the Indemnitee, be indemnified by Contractor from and against any ana A wi=• It :s agreed that the Conti actor will be responsible for N,;uiaty loss investisatiou; dcf.:,�., and Judg,..ent costs where this indemnification is applicable. Conuttcior agrees to waive all right, of subrogation against Indemnitee for claims arising from the work performed by Connector_ its directors- officers, employees, F-5—TS; avYiese=tives, o. any 1:. oI stloco„traotors pursuant to mis Contract. i ne t.rovisions of Section 10 are irrevocable and i....rt:tual, and shall suuviva the expiration o. termination of this Contract. 16-34,32 IMS - Pavanmt Mgt. Symem Pare 8 of 16 10.2 Indemnification - -raacmm. io [ne runes[ extent p......:ttga o, ran, Contractor ag..,es to defz;; (, indemmry, save and hold harmless the City, its elected officials, officers, agents, and employees (hereinafter referred to as "indemnitee") individually nud cullecdvely at CM=UU-LOBS own expense, for, from and against any liability, including any and all expenses, tosses, royalties, pron[s. juagmems; aamages, ingrains all legal costs and exp..uses, court costs and attorney fees, for infringement of any patent, copy,;gnt, trademark and other proprietary rights of any third pm -des arising Out of, related to or tcauldug from this Couumat or use by the City of materials famished or Services performed under this Conuum. The City may oe represeniea oy, ana advery participate Innmugn; its own co—or :.. .-cn suit or p•.,.,. ed[ngs; if it is so desires. 10.3 Cooperation. In the event any claim or action is brought against the City relating to Contractor's zervices_ Contractor shall provide the City wiw any ana au reasoname assistance ann -,00peradon wman W. City may require or request. 10.1 Tide and Risk of Loss. Title and risk of loss of goods and Services shall not pass to the City until the City a-athorizCa personnel amany —.a accepts the gooft o; berviw5 t urn p....a.t f anti..:,,; ana s -.ch loss, in;.uy or destruction shall not release the Contractor from any obligation hereunder. Mere receipt does not constitute final acceptance. The risk of loss for nonconforming goods shall remain with the Conuaetor regardless of receipt. 10.5 Ace.,ptance. All material and Services are subject to final inspection and acceptance by the City. Material or Services failing to conform to the specifications of this Conuati;t shall be held at ContrUCLoeS risk and may be rejamed by the City. if returned or rejected, all costs are the responsibiiity of the Contractor. 10.6 Force Maaeure. Neither Party shall be in default by reason of any failure in performance of this Contract if such failure arises out of causes beyond their reasonable control and without the fault or negligence of sail[ ratty incuuaft, tmroreseeame i►cts or Gan_ terrorism or otner acts or pumic enemy_ war ant[ epidemics or quarantine restrictions. If either Parry is delayed at any time in the prog..s of the Work by force majeure, the delayed Party shall notify the other Party i„ writing of such delay, as soon as is practical, of the commencement thereof and shall specify the causes of such delay in the notice. The notice shall cc nana;ueriverce, or mailea mninea-return receipt and snap mase a specific reference to taus provision. The delayed Parry shall cause such delay to cease as soon as v.octicable and shall notary the other party in wridug when it has done so. The time of completion shall be extended by contract modification for a period of time equal w the tune that results or efwts of such delay preveni the delayed ratty urom penorming in accordance with this cwnmi. SECTION 11 REPRESENTATIONS/WARRANTIES r t.i warranties. Contractor warrants aunt ffiu goons and Services provided under this Contract shall fully conform to the apeeifications of this Contract and all rypresentations of the Contractor, and snau na 111 fow all purposes and uses required by the Contract. r t.z Safty. Contractor shall take all necessary precautions for the safety of employees on the work site and shall comply with all applicabl` p...vi-0ns of law, rotes; iiiia 1,u-eur-Aons. it uppt:Cssota; Co -tractor matt erect and properly maintain at all tim.-,, as required by the conditions and Frog,..ss of the wom all necessary safeguards for the prot�:uon of workers and the public and shall post signs warning against known or unusual hazards. 11.3 Resoonsibigly for Errors. Cantracto. shall be r..,p„nsit)lc Tax ks work and results .a.,anr uta Co --tract. Contractor, when requested, shall furnish clarification and/or e.planation as may be required by the City's ProjeM Manager regarding any Services rendered under this Comoa at no additional cost to the City. In the event that an error or omission atttibutable to Conuactor occurs- Contractor shall, at no CUR to the City, proviso art necessary aesign drawings= estimates ana Omer professional services necessary to rectify and correct the matter to the —rc z--tisractiou of the City. 16-3432 unS - Pavement MgL Sym= Page 9 of 16 11.4 Noncompliance with Section i i is a materM oreacn of M—Eract. b—=o_11 shall survive tho tc..u:utiov v. Unpiration of this Contract. SECTION 12 CONTRACTOR RErRESENTAiivt,%s 12.1 om liance with law. Contractor, its employees and subcontractors shall provide all Services under this Contract in compliance with all applicable laws, rules, regulations, building codes, life saMly codes, and other sumdards and criteria designated by the City. 12.2 Nan-Diw rimination. Contractor shall not discriminate against any person on the basis of race, color, religion, age, gender, or national origin in the performant—e of this Contract, and shall comply with the terms and intent of i itlleVI of the Civu rigms ,pct or t RM, r.L,. 5a-5oZF as ammoea; the it_ e Americans w Disabilities Act, th.. bnmi&.ation Reform and Control Act of 1986, the Drug Free Workplace Act of 1989 and Arizona Executive Order 2009-09 as amended, in performing this Contract and to permit the City to verify such complitutcc. 12.3 Verirv. Pursuant to the Frovisions of the Federal Im nniv.tion and Nationalization Act and A.R.S. g 41- 4401, as amended, Contractor hereby warrants to the City that the ConunCtut and each of ita subconu etors will comply with all federal immigration laws and regulations that relate to the immigration scants or Fneir empioyeeo anti ifie requiremtrm to —_ rr-vrrity set forth in A.tc.zp. 9 zj-vizi. The City may request verification of compliance from Contractor sad any of its subcontractors under this Conutwt. The City reserves the right to confirm compliance. Should the City suspWt or find that the Conuactor or any of its subconuac ors are not in compliance_ the City may pursue any and all remedies allowea oy law, :nctuaft; out not iii--kea io .,a3,.ensto_ or servi`es, termination or ute C;onfflvt To;- breach o=breach or default, and suspension and/or debarment of the Contractor. All costs necessary for comyliance shall be solely borne by the Conus Lor. t.z.zi g—:aero eI l,.rtut presence ig tiro tJ.,.,:tea stator.. In accordanow with A.R.N. gg 1-591; i-Mz, as amendca, and as a condition of entering into this Contract, a natural v..vu shall execute an affidavit, and pfcacui one of the identification docttu,enta identified by statute, verifying their lawful pmbvwu in the U.S. Failure to execute this affidavit upon submittal of the Conuaer documents shall be considered nonrespnslvt: and shall result 1—:.q�on of the submirtea ...op....�.. ana automatic �=muatlos. oI Ams Contract. Companies, corporations, and limited yartnershiys (anyone other than an individual) are not requited to complete and submit this form prior to receiving a public benefit. 1L.3 L', . Cr.-tracroi- ana11 nolo ine City hitrnitw from claimants stlr.pl,:aag l.:aor n. materials to the Contractor or its subcontractors in the performance of the Services required under this Contract. Conuilctor shall provide written certification that all liens against materials and labor have been satisfied before the City will make foal payment. 12.6 Notice of ActiontSuit. Contractor shall g;vc the City yrornpt notice in writing of any action or suit filen, and prompt notice of any claim made against ConuMtor by any entity that may result in litigation related in any way to this Conu n and/or which may affeu the Conumctar'S performance under this Contract. 12.7 Advertising. Contractor shall not use, advertise or y,.,mote information for commercial benefit concerning this Con nwt without the prior written approval of the City Manager. i c.8 Citv Lazo Conuacwr shall nM use any trade name- trademark, service mark, or logo of the City (o. an, name, marls or logo ct9tilUsingty similar t_erew) m any at3vegsing, _motions, or omerwise, without the City's e,.press t,rior written consent. 12.9 Public Records. Conutwtor acknowledges all Conua4t documents provided to the City may be subjeM to disclostur pursuant to Arizona Public Records laws. 16-3432 IMS - Pavamtt MYr. Shu rage 10 of 16 SECTION 13 RIGHTS/REMEDIES 13.1 Riehl ofAfsurance. Whenever one Puny to this Contract in good faith has reason to qu uon the other rarty=s intent o. abilhy to pMbrm; mat rany questioning perro....ance may aemaaa maz Me other racy e;ve 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 Patsy may ural this failure as an anticipatory repudiation of the Contract. 13.2 Stop_Vork Order. The City may, at any time by written order to the Contractor, require the Contractor to stop all or any part of the work called for by this Contract for period(s) of days inditmed by the City after MC order is delivem to the Contractor. The order shall be specificauy iaendried as a Stop Work Order issued under this clause. U,,..n receipt of the order, the Contractor shall ;......ediatel, eomyn, with its terms and take all reas-v=ble steps to minimize the incurrence of cosis allocable to the work covered by the order during the period of work stoppage. If a stop work order issued under this clause is canceled or the perion of Me omer or any extension expires; Me Uontraclor snail resume work. The rrocurement Officer shall make an —uitable adjustment in the delive.y schedule or Contract ,,rice, or both, and the Conuact shall be amended in wriu tg accordingly. i.s.i rron-i xcnusive r cmeales. r ne rignts anti remMes of the city unner ilia Contract are non-exclusive. 13.4 Right Qf Offset. The City shall be entitled w ofa against any sums due the Contractor, any expenses or cMM incurred by the City_ or damages assessed by the City concerning the Conamtor's non -conforming ,...rforman. a. ro:ture to perrv.u. Me Uo..uact; incizabag txpenses, costs ana m=ges dcsoriom in the Uniform Terms zmd Conditions. 1.3.3 ZL1jCL redbrmance. railure of either Party to insist upon the strict performance of any item or condition of the Contract or to e;;crc:se or acn.y mo Cn� so vt an, ..gnt v. reined, rruviaM in ure Contract, or Dy law, or the acceptance of ,roods or Services, obli5.tions imyvsed by this Contract or by Iaw shall not be deemed a waiver of any right of either Patty to insist ups the smct performance of the Conuact. SECTION 14 GENERAL PROVISIONS 14.1 Mgditication. No supplement, modification, or amendment of any term of this Contract will be deemed bin=g or effective unless in writing and signed by the Parties with authority to do so. 14.2 Dele tion and Assimment. No Patty may deleaatc, assi,5.t, sublet or transfer any of its rignts, -a performance under this Conumt, except with the prior written consent of the other Party which shall not oe unreasonamy withheld. Any purported assignment or delegation in violation of this Section is void. 14.3 Third Party Beneficiary_. Nothing under this Contract shall be construed to r:vc any riebts or benvntj in this Conunci to anyone other than the City and the Contractor, and all duties and responsibilities unae=en pursuant to tars Contract will be for the sole and exclusive benefit of City and the Con"cLur, and nut for the benefit of an, aMt:r ratty. 14.4 DiWu es. Governinglaw, Attorney Fees. This Contract shall be deemed to be made uuder, construed in accoroance wit, anti governed by the laws of the State of Arizona, without regard to choice of law or cozHicts of to -w prinvi,,res mereo% Puny action arising out of this Conuact shall be commenced and maintained in MaricoFa Copy Cvurt, Arizona. m me eve --t of ritigation in a u.5. Lisuict Court, exclusive venue shall lie in the U.S. District Court located in Ph.,...t.., Marizupa Count,, Arizoz.. The prevailing Pavy shall be reimbursed by the other Party for all attorney fees and all costs and expenses, including but not limited w all service of process, filing fees, cotta and court report costs, :uvestigative costs, anti expert witness fees which are incurred in any legal proceeding whatsoever arising out of this Contract, ineludl.s; bankru,.my,aro:uat'..;.., aeciarawry ;--tier or other iitigadon, including appeals or rehearing. 16-3432 tM3 - M&L System Pegs 1 t of 16 14.5 Provision,., Required by Law. Each and every provision of law and an, clause szquired by law to be in the Contract snau oe .zad and enforced as though it were included herein and if through mistake or otherwise any such provision is not inserted, or is nut correctly inserted, then upon the application of either retry the Conuw:t shall forthwith be physically amended to make such insertion or correction. izF.5 entire Ag..,ement. This Contract constitutes the entire agreement of the Paries and supersedes all Fs.y;iJus representations, written or oral, with the respect to the subject matter_ goods and Services specified herein. Any prior or contemporaneous written or oral agreemoat between thu parties reg...ding the suojam matter nereor :s i --a auk ersedr.a b, this Contract. This Contract shall be construed and mterpretea according ta. its plain meaning, and no presumption shall be deemed to apply in favor of, or aga;u,t the drafting PA . The Parties acknowledge and agree that each has had the opportunity to seeic and utilize legal counsel in the drafting of review of_ anti entry into nus Contract. 14.7 Severaoility. If any provision in this Contract or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any ex{cut, the remainder of this Loatract and the application thereof shall not oe am=ea ana snau oe t'.IIlb;=aoiv to —MV turrest extent 1,......'tted b, law. 14.8 Contract Order of Precedence. In the event of a conflict in the provisions of the Conti-{ct, as accepted by the City and as they may be amended_ the following shall prevail in the following order: i. SUMMM I erms aha Mmtddons; L. statement or scope or w o; -K; 3. a.I.citatio.�, instructions to Offerors (including other documents referenced or included); 4. Offer; 5. Fee Schedule/Price Sheet; and 6. Attachments, Addendums and Exhibits 1ZF.J mgmeraM Contractor. race ratty will act -* its ina..7nuai cvj r.Jry and zot as an ag.s=t, emplo,.�., partner, point venture, or associate of the other. An employee, agent, subcontractor or subcontractor of oue Petty shall not be deemed or consumed to be the employee or agent of the other for any purpose whatsoever. Conuanor is advised that taxes or Social accurity payments will not be withheld from any C.E, t,..,u.vuE3 .aaued nereUnC[cr =U tnat tho Ccurractoi- snouid mak. ....a rcm.--Es to drrech., y.., sash exp.,..a.;n, if any. 14.10 Armbigui[fes NOL -Held Against Drafter. This Contract having been freely and voluntarily negotiated by all Parties and Ent: s..ie of `ontract construction that—..b:b..ities, it an,, in an, term or conditio.. of �... agreement ate., held against the drafter of the ag..rement is not appliza-ble to this Contract. !9. l i waiver. The delay or failure of either rarty at any time to require performance of compliance by the other of an, of its obligations o. �g........enEs shall in no wa, be aecmm a �:v�. or those .:gats Eo require ouon performance or compliance. No waiver of any provision of this C%,.tmct shall be effective unless in wridug and signed by a duly authorized representative of the pU,y against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence of evens shall not be deemed a waiver of =.y t gnt a waiver of an, rignt o. remed, in res, --1 to an, occurrent; ai- avant, r.oa snail any waiver constitute a continuing waiver. 1 u.1 A survival. The rardes agree that each I y shall remain obligated to the other Party under all provisiul>s of this Contract that ..�t.ressl, or n, their nature WWI oe,ona ;--a uw... Ene u --,:radon or termination of this Contract. This includes by way of example, but nut Kutitatio.s, the yrovisions addressing insurance, indemnificatiou, warranties; damage, Information Technology Nondisclosure, and audit provisions. 1u.i.y lime is of ine rssence. itime of each of the terms. covenants= and conditions of this Conuat't is hereby uxpressl, made of the essence. Contractor io t..-via'.b zicrriuca -nian :a.vorv. namur, sarery anti weir.. of the g.;s.eral public, deli,...y time is of the essence. Deliv„�y must be made in accordance with the delivery schedule promised by the Contractor. tZ.lZ;lvon-mxclusive Cong-Of. tiny subsequent ConUM resulting from the solicitation shall be awarded with Ene =W=01-5 ---a agreement {nal it is Io. Ere sole co.—.-.:cnce or time C:: y. Conn== acmMowEeages that the City ma, enter into ag....,...ents with other co-atractors to obtain the same or similar servi. that 16-A32 IMS - ravdnatt Mg.. syu=u Pale 12 of 16 are the subjt'.Ct of this ConMct or may have its own employees perforin services similar to those services contemplated by the Contract. 14.15 Audit of Records. Contractor, and iw subeonua tors that perform any work under this Contact, shall mutitt all books, accounts, reports, files and any and all other recoi-as relaung to the Conduct for six t6) years aper compta[ion of the Contract and upon written r.-ttest, shall make such records available to the City for review, inspection, and audit. Contractor shall deliver all records, at no cost to the City, to the Goodyear City Hall, 190 N. Litchfield Road, Goodyear_ Arizona, or to such other iity facility within the City as designadO oy the City. If approved oy City Anorney -- =tine; rnotos. Wrhs, micropnotob...rns, or other authentic reproauctions may be maintained instead of original Contract Documents. 14.16 Audit/Billing and Expenses. The City reserves the right to request supporting documentation for all hourly amounts or reimoursame expenses cnargea to u1e Cary. au�n .:..oras will be sub ect to audit at an, tame durinf, the term of this Contract and for a p.;od not to exceed two (2) years after any amount is billed. Within thirty (30) days of receiving a reguaM Conuttctor will furnish to the City original invoices and payroll records to support all charges. The City reserves the right to audit au supporting evidence necessary to suMtant-.'ate enar5ca ret..ted to thi, Co..tract, both direct and indirect costs, including overhead allocativ-ns if they aI ply to hourly costs associated with this Contract. If raluested by the City, Contractor will provide supponing records eleaMnically in addit;on w a hard copy. If the audit reveals overcharge_ the Contractor will reimburse the City upon demand for the amount of such overcharges plus interest thorocr-- nrom the dates pais n, ino My thro�.gn niw dttte of re"bursement. If the ovcrcharEes exceed 5% of Contractor's compensation, Contractor shall also reimburse the City for the cost of the audit. Conuat:tor shall include this subsection in all conudcts with subconudes providing materials/Services for this Contraeti 14.17 Cooperative statement. This Contract shall be for the use of the City. In addition, political subdivision nonprofit. organizations and public health institutions may in its discretion may participates (piggyback) at on this Contract ii tue Contractor agrees to ao so. 14.18 Headings/Captions. Headings and captions appearing in this Contract have been inserted for convenience of reference only and in no way define, limit, or enlarge the scope or meaning of this Contract or any provision nereof. 14.19 c:onElict of Interest. This Contract is subject to cancellation by the City, without penalty or further obligations, pursuant to the provisions of A.R.S. § 38-511, as amended. 14.20 Notices. Unless otherwise provided h.—..ice demands under this Contract will be in writing anti �;II ne deemed to have been duly given and received either (a) on the date of service if personally delivered to the Patty=to whom notice is to be given, or (b) on the third day after the date of the pontz m -k of deposii by not class unima states man; registereu or =ifiaa pooge prepaid and properly aduressed as follows: To Contractor: Jim Tourek LmD Manager oI Micni services 1820 W. Drake Drive, Suite #8108 Tempe, AZ 85283 Phone: 480/839-4347 Fax: 480/839-4348 10 City: Luke Albert City Traffic En,51"Cer 14455 W Van Buren St, Suite D101 Goodyear, AZ 85338 5i i-gaL-» 1y office luke.alberttatgoodv.i---- .go_ 16-3432 245 - P—ement Mgr Sy..G.. r..ge w ..I 18 Cor, to: City Attorney City of Goodyear 190 rm. Litchfiela xoan Goodyear, AZ 85338 14..1 Modification or Waiver. Any changes, alterations- or modifications to this Contract. including agreed upon inrerpreratioz- �r meanine anti oi—nvr--umauy ..greea MtJV.. Gozaitions for in tars Contract. shall be made by written imtrument executed by all Parties and adopted in the maffier by which this Conuact was adopted. 14.22 S;aun�rparrs. This Contract may be exerted by the Parti.s in an, number of sr.—...le co.�..rcrparts, eawn of which when executed and delivered shall be deemed an original, and all such counterparts shall tugether consdMie one original document. All signatures need not be on the same countGtpcu L. 14.23Auth,,rization. Each Parry wets and represents that it has frill Power and a.thority to enter into anti perform this ContraCL and the person signing vu behalf of each Party has been properly authorized and empowered to enter this Contract. Each Ptuty further acknowledges it has read this Conuac , understnuds it, anti agrees to ne oouna oy it. 14.24E1ecum, c .SiMaL%Uu. The signa«..Wb on this Conun.:t may be an original signature, or an original signature that has been replicated by photocopy_ elm=nic or other digital means or fax. IND OF STANDARD TERMS AND CONDITIONS 16-3132 im7 - Pavctaenl ani. 3rr,tem jri-%tai or 15 Exhibit A [detailed Scope, Budget & Schedule -Z � 0° =3 Phoria: j4801839-4347 FOX j4W1-9.4348 www.trna-sL=n To: Luise Alberts, City Traffic Envineer Date: December 22, 2015 Prom: Jim Tourek, Manager of Cliefn Services Projem Ciiy of Goodyear, AZ Sulsjeca: ape, Qua—get zi =RMule Ljocumem "M no.: a 85K Descnpilon AUdviiles DeilOeraoies Base service Rems anti AMlvlzles — Profew Initiazion v. Prolealnivawn • C&mucl ltlCR on meang ronulMng scope, extent recMium memo I Illing and contem of somy, aei mh=mr-- —d awpa of work, budget and ffe-WanEDW. VeRveraales. ■ Confirm kFy contacts, roles and resp—,sibitities and project aocumentavron, • Identify location of key data elements such as „alms M. 1315, existing iia—, in-iitr3ifSa, liRtonEF Data, alftj pavement management arum • lawl'y Iloo fB nata -..a Vie meano to MIDI" IL ■ P ue data M plrlfl to v�Ly. • [Minna pno.— of IN wont aM Invoicing methodMM. Z. MWIR Reverencing, InUMe street numa>t!t S DN= MIN In reverencing. Survey maps and Inventory UMate I;, Mu V*`p • Obtain roadway attributes from GIS for functional for use on the project. iaass, traw www, Iangin, pavement type, cum Invefl m spreaasrim ripe, etc_ containing all assigned GIS . CMnee lengm S wsain via aerial photography. ID's • Create survey maps for use by the RST and monitor prodat` w". Using the Zkys .,la cerbdM topolyq. develop a network MWway in=Mary calWe wr a= I;; the l.uclly Favement IEI'dnasgement spsram. . Unk neat aegm�nl to lis parent GIs =131M. • Obtain roadway attributes from GIS for functional Elass, tramc, wtmn, IangtA, pavement type. suis qv., eta • Develop excepCRIfR rePM vor MMIMI Wt do MR match GIS. !MS 1nfres&ucrrr. M,.,..Vm—Serrka Goodyear 2813-1 bScope Aadjrd-Sche+dwfe R—?alae pqg� 1 Detailed Scope, Budget & Schedule t aaK DesaRpli-i-n Field Survera MG-IMMOS lob IMS IrdrssVucW a Menayo—nt Services 1840 W. Dreke RrK% SWta 108. Tempe, AZ WM Phone:14907 539.4347 Fac: Va07 935-4349 .IMS -rat oom Vellvemales 3. RS I AI361IEMom Mu iltzc surface distrerss, .M..rh..... testing E.alpnlent—VNven rleUlis- a.aAEmem equlprRern to FMG. Mee...m atratc the..,,ufpmunt to the City. r; -Oh to egwpment. 4 RST Pavement ColOWN - C>llRpW 2 -pass testing on alEfflis ano Mectors Ciilfiplete 2 -passes an major Cala .19t'aMl vArpe oW y pass tesvrg tis; w�wT..+� m roa4,y1e on locals. d1lbasses arra aunoules at M -mot IIS on - Approximately sub test mils#§ Mck uy Black OWIL IMM wul sum" approximately 1i66lane mmm (585 test. 919) of raedway. E1p811aron IN al§tresses to a mMM0 to r M VMa pr oo�Oc . 13resets to in�u lunWOMlnnal, uansveme, otgaat/o,,. arm OW t Ming. mv@lg. e6l Wng. pal�reslpol i6lis, ratting, mughress. and TUROMORS. Laser based RST SIH Incarp.-rate the use of 11 M=z and rate gyroscopes, BOW Rages. toOM screen event mala, alto Gr=o au.yN+sltlan, - ITU..I wneer path tesling mucking lnternationel :wWMass Index gIR17 Mile. S. l4e�i—wiRc Ciarn.re Angles = MOM 3 -digital mm. — RST :..n Mr ae,,tun.:p PRO= vrow tape aT Ci ys [7vmws7 ex Asst[ muro-Vl0t1P VMMw Rurr ROMOR 13Vvw j net-woperent 6 Supply G *ct Gidev tape iff CRy'P ROW fWWW(3 vie. �) City .yee in VM80 In M.zoov rormat wr processing ano easel uatam ao+relopmenl. FwmatSOPPI" lera rnai on a teraoYw extemai • UERM Sim t:0i el cede vidav in %AMj Mcaon W IF t Ire rf—araawe-. Mid aeveiapmeni Of an matt UVrarp [Ada Rampsl. - Provide C,l with h.264 vkleo on a terabyte exlemar ISIM am, !MSL du.. M.rmS m-._ Swlacs pas- 2 Detailed Scope,, Budget & Schedule Task Description AC-31vities IMS 1r*8S Cwffl amemerd Semite. ISM W. Drake Drive, Sulte 106.T., --,.AZ 65263 rrrwre: (-0) e'1R.;, 7 F.-- (...,.)1139.4346 w rwAns-ret cont Deliverables U-ta management: mmw= data In personas gl =Ia00sel;sr rr.r lwwirry va=ases of ready to bad o. PMvWwn or DOW Images On all rnenrora maaways, p—cmr n 75103 arm EP, fQ 3 vww wiVMI Images at 2CF 25 -foot Inte5Wz (3- to.n.rd-View ohd Iii (Odds aiffio .carvlew+) digi® foot intervals. ;ieW9) Mages sera WiletAOn. wwwi rs C81iecior roamys requirements. will receive a 2-1..ass and Local roadway. WIN reoei.e a 9. Pavement Analysis, 9odgat singta pass, Cli i;ery OF drert analysis r Pavement COMM Data - For each Mts stream ;surface U SDM, roughness, Excel .p dsheet of the UAW(, Prvic sing a GPS, a),o,,,,:..v .le am proces.. ma Data at iUU foot, seworrel data. Formasarrg rUMIS-01 intervars. and inUM values Devoe op Individual indo.. —a tar asi ace direma arm ea .tarring -9 =Igned Gib roughness as appropriate, tile. - Develop strucdual lone„ for vaCTi roapway Vmwnt. Shopet6es o'f the DDiiDition Develop a pavement condluon score ror each s1=1. data al vie 100 root an'u - Process the same data to the w ..ent level. ..ym�..l levaly. 5"Spenies of the pID� care • NIIMM exceptlons RMMT lerV 0 not matching GIS. off) a lralmm D9 a EUI r raining Z2 Days) Cmplet. CR{ Df tea. expert. 'o. Pavement MU EM ill mmw= data In personas gl =Ia00sel;sr rr.r lwwirry va=ases of ready to bad i7xfflpera on into Lucky to samvara by I915, vonalion InfiMatioe; 5unware 9 c onvorr my a IllStaffcer cera. t:ofmgarCM ry a w vny e •o�rmat RRd prep a MB -se (Access to WI) ot-r l icity requirements. loading 9. Pavement Analysis, 9odgat Fdlowing M field a :o,o .rid a M presses V, c nplete Cli i;ery OF drert analysis DlfVi3lopment a RBport vie IMMINI rg anaRMs: am rem as l MMM. . Present status and PCI report. U5R caw PGI cTiarts. Final report Dna .haps • FIR ail needs analysis ane bu-U s. �� i3) m nl • � driven analysis ($fyr estimate). In at � rrafi,a. a el�iia 4 rormat e. • Cl E DT -.-.0--- afti, is (S to hill set twgM). . Funu-Mg neuuu y on an annual basis to ensure an .;-rage --mil pe—ent —MW 51' 70. 30, � 35. msmu le Me report mn revmw atm comment prior to nnalfmng. 10. Lucky Ong aorrware . z:aays or onsig IMMy s5lt9 tramM wul DD off) a lralmm D9 a EUI r raining Z2 Days) provided by Ludty staff. topics r,.. City. expert. ■ Aoa9fD6lial days can m amicff d0pWrig upon are CRY$ SO set and familiarity with are soft era. 11. Dynalleet Wlobill=n • Wl MMe Mmmuon testing egwpment to WW EpWment calibrawn . Demons.• ate tho equipment to the City res—M. • Latibrate equFfIent. I 15111=00n Testing; z -rasa . On all drarials, tolled multi -sensor deflection dam al StruCtuig lndos to. tesdng of ,.ppmw :tu on average Df iu I1131s per moi! Ong a uynallllM selelmm Annnal cellmlR1@ mints of Kmblal . Develop structural Index for each roadway .arp.rent roadway.. Ram=,-; .. wwwo by City (app mL ov test mass) 1MS1gftwsavcw-M_....adS..4M G00v4-5615-16Seo_-8lllaF:Wdkmfuk evldoc Paz.3 Detailed Scope, Services Budget & Schedule IIMS Infrastruckire MW. Drtkn Drive,Siuiilee 106, 5287 F -0-:1Z 839-3; Fd-: tion) 839--348 www.hs-rsl.eom I asx 13eavr-pilon ACHVI las Delllrerables 03, ,rand: uontrov MeWn . Mnecoon lesung requires a snaaow veniaae for r rawa control services, Tcatl.-,e {IM5 to WrdraU —w lrznlc control parpos¢e — t—ting to a atop and vw oonlfecti d by IMS for dorau..n =year rD or 3M pany) process that vnll Imp tratnc. or 12.14 Bays tapproz z0 • Tooting will tako eppmidmately 24 milesldar and we mileslday) nave accounted For 8-9 hod, Mys • Goodyear PO or cru pa.Ty entity will supply a pregilais....liy trained trame eonlrollcr ..nd traltic concur veRil:w wrmounteu nusning GgRls or an aRCw- board. r;r. rwA R9mp vataunse • vevelop a Mster Asset t.IBt usco to denne Tet lMMal memo with Cray vDe�B opmcnt atbibutes -opprveed 19K -coil 5al�l. • CtilixRlp we MRI or way Qlprral Wages anti GPS Personal gtaoaatabase with data. develop a detailed ADA Ramp ir.ren.T.r f.,, asset invenwry entire roaMy network • Note ramp condition using Goodl Fald Poo. RotauORM. • Gulize ry r iRfayery, aerial PlIM and RI -Rouse Z313 tools to place sly- In apoai o�I�oneCt m—a-.UT 15. Project @Gr•,..gcmcnt PrtrwN cllurd wnh pe.'Wc e -...oil epdates anO operts. Status reporTs and e MeeMigs to oe complattO on-sIO 6 Ry conference calls Rlvorces 0 Cdrnplel. project adminOstratfon and Irnoi..'-.e. 16 Recurring Client Discount 9 Discount proviOdu to existing Client 1115 Proposes SCneftle: '77 Pr�iat InMletb.. - 7 FrW Award t amps Confirmation Network Rutera Streets Li -t L Field'Jprveya _ Mobilization a Calibration )SST FW-- Dela uvwu awn Mab. Calibration a 80 Test Miles Daft irl-MwURwret Mtn Svc. rteeasdng. - Fwrrml,t 4 Cllenl upaw..Mtr{ew AOA Ramp pauba� Developrnorl Clea rtwarttet w Zwu,y to Lw -.r _ DperomV Parameters Devompmm m 1 Dref (Final Pa__mentAnaysls d r�part 1 7 y .eeey-rakira l i I I I I 1 , *9 1 _j— 1MS 1 frestructure M_—ge-..drt Serer. - pcgu 4 Detailed Scope,INS & Schedule - �I�Budgetmarogwn SWAM.�� 7, =11Q Odve. sola,oe, TaaPe, AZ 65283 Phone: j480) t1394347 Fax 14801 03FO M vnhlw.lnts-MLCOm ima Propose ousgex; Fuiawe Gap vrvw..rt.r-FvWwmwR1 Dr aow.—n7mi N_i _m' Tek Acd tr a t Unita UNt Rate Total "ad Irtkmon 1 Project Initiation 1 LS $3,260.00 i3.cxr.uu 2 Netwwk Ref—ncing & GIS Lktwge 595 14A W.50 516,362.50 Flim Surveys 3 Moblixal fon 1 Ls $3,600.00 30-0.00 4 M1 MVa r$M C Xldil M LMB t:O1leCttont:v—hnrrlsa a caracm) 955 T -M0 3120.00 571.21—W.w 5 Vidis Pmcesaing (w Ft4w Asaet L brary (3•Vlaws) 595 T-Nff 515.00 5a.925.00 Data managernent G Provision S( EVital WOM 0 zo-ioot Intwaft (3 -Views 8 Video CM) 595 T -Mi $m.00 511,900 00 7 Pawmwt Data'"MUEZ Promwg & Fearal 60 T -M $15.00 ia,925.00 6 Pa"Maltt MM ®d A Moraation to CM 1 es X0.650.00 3o,650.00 9 Paretttetd tarmyara. Opst Damlop"OFIC 5im—pOrt 1 Ls 9.000.00 $9.000.00 10 Lt't5(9 5MMra TmMq tFiY to p9 Mg Tits to Covert 2 DA 3,500.00 57.000.5w- 11 Dp WCl A Itu diver Pellection TessMi 1 L5 M.000.00 aa.000.w 12 Deflection Tesug: 2-pasa Models 55y 60 T -Mi 5120.00 ' ar.200.00 13 Deflection TiM TFJft Codrol (r—lead IR MUST 24 Iii $116.00 32;764.00 14 ADA (18mp Database MWEpnimtl 595 1 -Mi 5—W.00 ,sao,700.00 15 "111womopm 1 Ls 11.03.'1.00 a11.033A0 16 R1112M a.ners CHRIM 1 Ls j6.686.50t =.666 50) i Wit you ror consweRng lmb as a w2low Oution to your pavement management news anti we will salve to remain an asset anti extension or me uotZiyear staff ant! Loam. If any questions erise please do not Hesitate to coTtnM me a► (480) 8394347 or itourek Dims-rstcom. RugaMs. IMS Infrastructure Management Services alm Tourek, West Region Manager of Client Services tltri,..frntsrrr.._..M ..geer�._se,.t GaMyear2diS-16s, pt-B.dga-SModukRev2.doe pgg�5 EXHIBIT B INFORMATION TECHNOLOGY NON -DISCLOSURE AGREEMENT CON 16-3432 1. City is the owner of certain confidential information r latina to its Information Technology Systom ("ITS") and all related documentation, including but, not limited to descriptions of the ITS or its component pat-ta_ system technical specifications: system input data, system -related know-how, sysxmr tecnnotogy, anti an or any or waica may tie aerivM Isom any of me foregoing: which is or may be elmsified as exemyt or restriction information under the Arizona Public Records Laws (collectivel, "Confidential Information'). Confidential Information Way include but is not, limit,ed to softw,—Liv, remote application access and other computer information licensed to. possessed and/or created by the City; proF...Wy info..—...t'.o;-. n.1a oy the City; _.d the no. -mc Froauat or Inc C---3 emFmoyees ana agents. 2. No License/Right. Disclosure of Confidential Information w Contractor by the City shall confer no license or right, by implication or owerwise. to use the Conndential information for any purpose other than the upecific business F.Foses as set forth in the Contract. 3. Non -Disclosure. Conttnctor acknowledges the Confidential Information is a valuable, special and unique asset of me City anti expressly covenants anti agrees that K;outractor anti its subcontractors shall not disclose all or any Fart of the Confidential Information to any Fersou, WK ,r.'F"ratio13; association; or partnership without the prior wr6en consent of the City. Cuntractor shall hold all Confidential Information at all Limes in trust and t;trictest confidence for the City. 4. SuMgntractors. Contractor shall ensure that all of the Frovisions of this Exhibit are inco.Forated into all subcontracw and shall be responsible for any breach of this Exhibit, by Contractor or its subcontractors D. Counaur..fLi ty ana non-use. Contra=r warrants anti covenants tnat it sniiu: ■ not disclose Confidential information to any Person, without the prior written consent of the City; • prevem tree impermissime release or tnv Conntientiam information; ■ not, ret= or incorporate any Confidential Information into any dambase or any medium, unless required for the City's exclusive benefit; not duplicate, disclose or otherwise reveal Confidential Information unless authorized herein; • not use the Confidential Information to perform an illegal act -- not share any yassword or account access information with any third parte, • not attempt in any manner. to circumvent access codes or information protection schemes or uncover security iooFnoies or a=.—..t to break authentivatiou Frocedures or .......,,tion F—I00013; • not, reproduce, uauawibe, or disclose the Confidential Information to third Mies; ..ot make, have made, u—, nistrirnttr. or sell for its o.... F_Fos�s or for an., F"•Y"a" viner inan on behalf of the City anything incorporating Confidential Information and • immetilately return ail copies, renderings, uansiormations_ and derivatives of such information to thG City at the termination or abandonment of the Contract. 6. Ixptions to Confidewialiy and Non -Use. The obligations imposed by Srlon 4 shall not apply, or shall cease to apply, to any Confidential mfonnation wnen such Confiaendai mrormation: • was known b, the Contractor Frior to the receiyt of the Confidential Information; • independently developed without access to Confidential Information; —, or becomes thro;;gn -a o—ca of the Contractor's ablutions hereunder, known to the Fublic; ■ is known M the Conu•cwr from sources other than the City, under eircumsttatces not involving any breach of any confidentiality obligation; or is .,..i, -:red to be disclosed by law or the Contract. 7. Breach Conune tsr agrees in the event of a breach of this Exhibit, City shall be entitled to injunction relief and all other additional actions and remedies available & law or in equity. inamuamg MMages. r4oncompliance Witt- tams ramoit is a .awtarea- on acn vI Colrad. 15-3432 PAS - Pevanrnt Mg, Sy.... ruge 16 of 16 IMSINFR-01 ARACHEL CERTIFICATE OF LIABILITY INSURANCE INDICATED. NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF mwr CONTRACT OR OTHER DOCUMEAT m i rr RESPECT TO WHICH THIS TnI5 CERTIFICAi E to iwsUED AS A RATTER OF WFURWQiTrON ONLY AND CONFERS NO RIaRTS UPON TRE CERTIFIcATe IiOE33EFE THIS CERTIFICATE DOES NOT AFFIRMATIveLY UK NEOATivELY AmEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE P013CIES BELOW. TRIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: R the aer6R-89e holder Is an ADDITIONAL INSURED, the policy(m-s) must he endorsed. of SUBROGATION IS WAIVED, subject to the terms and conditions of ills poll, certain p.11cles may require an andorsemenz x statement on mils cefl>f1Cl11111 does not eon-wr MgM to ins wnu MW nolo In I= of sum andorseme s . PRonam10C. ur April M. Rachel American Insurance li. Investment CuTp. oi133 wast Russell RN vl o 02 877-1760 Ss vias, RP rl`Jlls 50 pons: a ril.rachef rican-In9.corn e AFFORDING COVE"AE INC WSURER A : I rarvalery Ills Civ D� AffWoa Z*fm INSURED wsuFma5mvwreminqr..p_ny of Conn. zmaz lrao r. I ravelers InNiTinky Company 40906 1013 ire-rastructum M-nu-.nt Berri., ¢C lazu w Drsxo up Ste 7113 eaerQN e: I raveiers Cas Ins CO as! wmenc TvUw rape, Aia51$S r:zmalley insurance Ivaflfflany int 3r:PiM uS.ersv 15 INSURER F, CV.eRFt3ES LER i.FICATE NUMBER: RE 0lulON NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FORTHE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF mwr CONTRACT OR OTHER DOCUMEAT m i rr RESPECT TO WHICH THIS veRTIFWA,. MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIFS. LIMITS SHOWN MAT RINE BEEN REDUCED BY PAID CLAIMS. NMI LTR -P! or e!•Je......s� POLICY NLIwToIR OP&C " LIMITS ra A COMMERCIAL GENUM LIABILITY MR v000RRMIC S 1,111111,'v'v ve4..-.. u veeeR A AoaZ6L 154 uS.ersv 15 vWZwv l3 n;®e S 1100e,vo MED pip - ,..,,I $ 10,0 X B FPOIXCO PERSONAL AADVIrWRY $ 1,000,00 X Cantracturll:Fab. GENL AGGREGATE LACT APPLIES PER: GENERAL AGGREGATE f 2,0110,1111 POLICY El L7 El LOC PRODUCTS -COMPA)P AGG S 2.�r1111 $ OTHER AUTOMOBILE LIABILITY c5mviOr. LIMIT S 7,V1111,1111 SOOILYIJURY(Per P—) : 0 A ANY~iw A A BA89231.36A Uwzw[1113 OwZ9201s SOMYINJURT(re,.ua, ) s ALLOWNED SCHEDULED AUTOS AUTOS Tar AUTOS S A �!■R.— T�.e x OCCUR EACH OCaNRRENCE S 4,000,iw AGGREGATE f 4,909,00 C 15111= CWM84AADEUP566ST370 1C 03I201Z015 ONZWZ016 DED I is J RETFMIONS 10.000 S IJ WORKERS COMPENSATION AND EMPLOYERS'LLUILITY .w., Pnvr.�.oRP,,....lRleeeeern� YIN Rrr�aalTllelRF7dxeela: 0(wrlotwy — No NIA A Odim 9lsl3 wnaR1113 twii-Rz1116 A MUTE ZZ; MR tare a -EASE -EA EMPLOYE S r,wv,v 1(vaLd05CftqLx1ve DM or —eeerr E.L. DISEASE- POLICY UWT s 1000 00 I= mmaslonalLM A 15S,cr50901 o3r251zois 09!2512016 PerClaim 2.000,00R [ClaimsMadelRped 15SICIS0901 113!2512015 03P1512016 AWrewte 5,111111,011 IESCRIPTWN OF OPERATK)NSI LOCATIONS I VENICLES IACORO ICI, Addle I R@lrwAo achsdW*. wwr b Mchsd Ir...sm s—■- Is rsgtdmd] PRIasslonal L aollity Retro: FULL PRIOR ACTS .corkers Compensation Coverage Excludes: Alan Sadowaky RE: 1834W2 City at Goodyear- P,._Irrenl L. -....tory Data Callection The City of Goodyear and its elected and appointed boards, afters. alliclale, agents, employees, and voluntom are additional Insureds wllh o■nann UnNII.r a -uto Llablli.s .,., a prlmary end non co.rbt6arv.-s bas]. Tor ge..wral gabdity and oPtumobli. IMNIty oarerege for the darstlon ool tho eenireCt term per attached endamem-ts. Wal -3f -rabregatlen _pP3■= to General LI_bility, AutoRI_blle CRM ty, PIORiilonal Usb. and WIMers' Com(A!Ml3on per attaoliid SEE n I I ACHED ACORD 101 UER r.F1vATE HOLDER City VrUcodyea: PO Box 0100 'u6flaysar, a 8x938 CANCELLA'nUR SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE .-= PJRl11BW--- OW.-.- 77.EI12or, -Cr. ';.-.LL Me a -LIVERED IN ACCORDANCE VWH THE POLICY PROVISIONS. AVTNORIZBD RUNESENTATIYE a v=57&vl4ACORD CORFORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and [ago are registered nwilis o -f ACORD AGENCY CUSTOMER to: IMSINFR,;w- i LOU p: R[r VKU' ADVITIONAC KEMARRS SCHEDULE riI MCHEL Paye , of , ..soler encan Insurance ZE investment Corp. la mull >? lcture manygement t am,ivlces, l o w D� or ate'luo T....pe. AZ 85263 MEW nemDele EE PAuE i CAPPOErmMAIC CODE EE PAGL� 1 rE P , EFFECTIVE DATE.SEE PAGE I ADUMU14AL RERARRS Th. ACORN RfiM _;;E i..,,e RFs :sglst.-a R,etTt3 31 Ar;ORD Policy Mu. 68089261-164 COIOImERCIP,L UE19EKAE ulASILI IT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE mEAD IT CAREFULLY. BCANKET ACCITIONAE INSURF=0 (ARCHITECTS, ENGINEERS AN 13 SuRvEYuRS) t his endorsement moaines Insurance prov,tlea unRer the toilowing: CZ,MIMERCIAt» GoRMERmE t'-IM01M t T iuvERRU PHR t A. The following is added to WHO IS AN INSURED (Section It): Any person or organization that you agree in a "contract or agreement requiring insurance" to in- clude as an additional insured on this Covera -ye Part, but only with respect to liability for "bodily In- ;u.—y'7, "propeq damage" or "personal in;u.y" Ua0313a, in whole or in part, By your acts or omis- sions or ine acts or omissions of those acing on your Cenall: a. In tRe perrormance or your ongoing opera- tions, b. In connection with premises owned by or rented to you; of c. In connection with "your work" and included within the "products-camplciea overatio,.. nazam". sacci person or oriz;nlzailon Goes not I-evllfy an auffidonal InsureR for "Rothly Injury", "propeRy Ramage' or "personal Injury" for wMIcR [flat per- son or organization has assumed liability in a con- tract or agreement. INSURANCE (Section 111) for this Coverage Part, B. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL CIABILI I T CURDITIONs tseution Iv): However, If y..0 specifically agree in a "contract or agreement requiring insurance' that the insurance providau to a;-. oaai[ional insuta o;-.8er [his Uu - er..ya t-aR must a,,ply an a primary (iasis, or a primary ana non-conirigutory basis, tftis Insurance is primary to ocher insurance Inat Is avaliaAle to such additional insured which covers sucR addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "proyeRy7 damage" for whicn co-;vreva is souyflt vuvors; dna (2) Thu "po_o5ai imje,—y" forMlr.M uo..raya Is sougnt arises out of an onense commineti; t Re Insurance proviRea to such a'ualLlonal insureR is limited as follows: d. This insurance does not apply on any basis to any parson or o,yanization for which cover- C. Fav as an allaidonal insuretl spechicady is agaea By anouter endorsement to this Cover- age Part. e. This insurance does not apply to the render- ing of or failure to rznaar any "professional services". I. , Re limits of Insurance auoMev to Me aual- tional insured shall be the limits which you ayrcaa In [Rai "contract or agreement requir- Ing Insurance" to provide for tRai a'aaitionai Insured, or the limits shown In the Declara- (ons tar [Riz Cwwuraya P -R, :Ricno:cr ..rc less. This enRorsement does not increase the limits of insurance staled in the LIMITS OF attar you Rave enie,-ea into [fiat "contract or agreement requlRng Insurance". But oris Insur- ance still Is excess over vain, anti cotlectiote outer insurance, whether primary, excess, contingenE or on any other basis, that is available to the insured when the insured is an additional Insured under any other insurance. The following is added to Paragraph 8. Transfer Of Rights Of Recoverp Against Others To Us in COMMERCIAL GENERAL LIABICITY COR- OII ION* tsecilon Ivj: We wai.a any rights of reca-v�r ..c may Fia;e QyWln�t any person or oryanlZatlon Because of payments we maKe for "WMPly injury", "propeRy Ramage" or "personal Injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement reyuidna insurance" with that parsun or organization. vva —"a;e [doze rigRis only where you Rave agrees to Do so as pan or the "contract or agreement requiring insur- ance" wish such person or organizakion entered Into by you before, and in effect when, the "bodily CG D3 8109 07 02GD7The i ravelers Companies, Inc Paye 1 of 2 !.Muses the copymghted matenat of Insurance 5ervRls inn... n_., wrtn 0 p.....l-ion COMMERCIAL GENERAL LIABILITY Injury" or "property damage" occurs, or the "per- oonal iriju.y" Cnease 13 oommiaea. D. The following definition is added to DEFINITIONS tSection v}: "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include a person or vFganizaiion as a.. udd-"Uon-1 i„.iarwa on th u Ca. - era -e Part, provided that the "bodily in;e;y' aria "propeny damage" occurs, —.3 ine "pursonai in- jury is causes By an Offense commiuen: a. i-kner you Ma -.v anteree Into inat contract or agreement; o. Whine tRat part of the contrail or agreement Is in effect; and c. Before the end of the policy period. Pago z Ur ;z m 2047 The Iretricr! Camparela-z, Ine. CU Da a I US v7 Inc,odes the capyrightad n,oialial vt I„aararim servica. MGM, Irm, with its permivat—on Policy No. 6808926LI64 Cv@IM ERCui[ aG 11Prw[ ,_LABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER IASURAW E- ADDITIONAL MuREDs This endorsement modifies insurance provided under the following: COMMERCInL GENERAL LIABILITY COVERACE Pt%RT PRwSslOns C,OICIMIERCIR[ GEivcrw[ [IRsSI[I i Y CvAGI i tOR5 b. The "personal injury' or "advertising injury" for (Section 1—V), Paragraph 4. tWer Insurancel, Is which coverage is sought arises out of an of - amended as folluv,s: Tense commineti I. The following is added to Paragraph a. Primary InSuranow: mowe;Qr. if yea apachmily agree I.. a writton con- tract or wriuen agreement trial the Insurance pro- vided to an additional insured under this Coverage Part must apply on a primary basis, or a pflmary aria non-commDuro y 011sis, nils Insur- ance is primary to outer insurance tHat is avali- able to such additbnal Insured which covers such additional insured as a named insured, an8 we wid not snare wnm tnat outer Insurance, proviaea that: a. The "bodily injury" or "propel—Ly damage" for which coverage is sought occurs; and subsequent To ifla signing ana execution of [Rat oontTBtt or agreement By you. �. The first Subparagrapn (.&) of Paragraph G. �- cess Insurance ragardina any other pdrna,y in- soranae ooilaffle to you is deleted. s. t Re following Is Own to Paragraph 5. excess insurance, as an a'atIl ional sullparagraph under Subparagraph (1): That is available to the Insured when the insured is added as an additional Insured under any other policy, Inpuaing any umBlTha or excess pollcy. Co 00 it 04 05 Copyngisi: z'u55 r Re w. Paul r ravelErs Companies, Inc. All HgRm reserves. PSge -i of -r Paticy Mo. Imoveac 7R COMMERCIAL AUTO THIS ENDORSt: LENT CHANGES i mE PVLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT Thin endorsement modifies insurance provided under the followf.—g: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, she provisions of [fie Coverage form apply unless mooi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any i..Iam y, aaf}rgiyo or ...01cal ..,perea.a 0azaHI3c0 In Qmy of the provisions of this endorsomerit may be e;;oiaaJa or ftitea By another enuorsement io tMe Coverage Part, ana these coverage DMadening provisions no not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing Is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest or your policy carerully to determine rigMrs, aauez, ana what Is ana is not covered. A. nEXr@KET ADL1 IIURAC INtiQRED R. AUDIO, WbOAC AND DA I A r.CEC I R0 -NIC S. EMPI"OTc:E RIKEDA0e0 E11-.t13IPMERT-INCKERaED I:ImII C. EmPCu-TEEzi As INbOKED D. *UFFEEMERIART PATmERra - ImCRERaED Ellmi 13 E. r rvAICER3 - IRCtiEAo1!17 SAD CKrPtCI t T P. RIKaO Au I u PR T w*, jMKz I.I^MAuE v. Fn r sICAL DAMAGE - I RX5arOM I A I IUN EXPENSES - INCREASED LIMIT m. BtXNKET ADDITIONAL IRSuRED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II - LIABILITY COV- ERXGI:: Any },anion or v.yQ..i.Qilorl wno is regairwU ammur a written contract or agreement Between you anti that person or organization, that is signed and executed by you before the "bodily in;u-y" or "p -perty tfamage= occurs and }Mat is in eriect during vie policy period, to be named as an addi- tional insured is an "insured" for Liability Cover- age, but only ror to Wn-icM anis Inscraiwe applies anti only to the extent that person or or- ganization qualifies as an insured" under the Who Is An Insured provision containaa in 5action It. S. EmPL7uTEE RrRED Aum -I. I Me Tollomng is added to Paragraph m. I., Who Is An Insured, of SECTION II - LI- ABILITY C0vr.RAGt: An "c ... ployve" or yomm Is an "insu=" wnlie operating a covereu "auw" Mired or rented under a contract or agreement in that "em- ploycm s" name, wain your permission, wnlie I. vrrrlvaR Oil DEDOi, I IMEE - 113115Rsu a. PER3uRA[ EPREC I a R' AIRlSAaa M. Z51MMKI' I xrAIvER of 505Ru13A11711111 performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in 13.5., inner Insurance, or aEC I ION iv - SUbi- NEaa PtU7`O CON13MONS: D. For nirell auto Physlcai uamage Cover- age, the following are deemed to be cov- ered "autos" yon own: (i) Any covered "auto" you laa�-., Mile:, rent or Borrow; anti Scl Any covered "auto" Mired or rentt=d By your "employee" under a contract In that Individual "employee's" name, ..an ,our permission, while peRorm- Ing dudes reiated to the conduct of your business. However, any "auto" that is laazaa, pima, rented or Borrowed wit a driver Is not a covered "auto". �. EMPLOYEES AS INSURED The following is added to Paragraph A.1.. Who Is An Insured, of SEuTION II - CIA61©I T COv- ERRUE: Cm I>R a u r I B ®colo t no Travelers Indemn4 Company. m Mrns reserved. Page 1 of 3 Inducim =pyrigRw material .f Inauranee aervtaes ORO, tn..—.. ith its pennPRIon. COlvnMCRCu,E nv 00 Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your 13uslness or your personai analrs. D, iUPPE;EMF=R I ART PArmeR I s - INCREASED EIRh I a I. i ne iollowing replaces Paragrrdpll A.L.a.icl or SECTION Il - LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola - dons) requires SEcause oi an "acclaent" we cover. vve ao not have to fumtsff these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION II - LIABIM I r COvERAGE.' t4) All reasonable exren,ea InoamcO By (Fie "insurea" at our request, incivaing actual loss or eamings up to $500 a day be- cause of time off from work. E. TRAILERS -INCREASED LOAD CAPACITY The following replaces Paragraph C.I. of SEC- TION I - COveRED AD 105: 1. "Trailers" witFi a load oapao;ty of 3,000 pountls or less aesignet! primarily for navel on public roads. F. HIRE -Li AUTO PHYSICAL DAMAGE i ne t low—Ing is added tt) Paragraph AA., Cover- age Extensions, of SECTION 111 - PHYSICAL DAMAGE CuvcRAGr: Hired Auto Pn,sical Donrabe Cvvwmge If hired are oovetua *_vtos" for 0a56iry Coverage But not covere5 "autos" for Pnystcai Damage Coverage, and this poliq also provides Physical Damage Coverave for an owned "auto", trtorl m. Pnysical Damage Loverage ss extentlea to "autos" utas you flue, rent or borrow subject' to the following: (1) The most we will pay for "loss" in any one "accident" to o hire_8, ron;-. toa o,- tMdwoa "auto" Is the lesser or: tat $57U.00: tB) i ne actual cash value of u,e aamagetl or stolen propels ty as of the time of the "loss"; or (u) The ..out or rop.zlrl..y or ror,l_Riny ine aamagetl or stolen property wiut ower property of like kind and quality. (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount or 5etterment. (D) A aeaot dole zyuul to the I1igllesl Pnysical Damage deductime appliwtlle to any ownM covered "auto". (5) This Coveravu Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver, or (b) Any "auto" that Is hired, rented or bor- rowea from your "employee". G. rRrSiCAL DAMAGE - r RRRsMDR i A I IDry EAPER3ca -- kRCROtal l EilQll r r ne rotlowing replaces ule nrst sentence In Para- graph A.4.a., Transportation Expenses, of SECTION III - PHYSICAL DAMAGt COVER- AGE: vve will pay up to $0 per say to a maximum of $1,50'v for Mmporary transportation expense in- curred by you because of the total theft of a cov- �rea "auto" of tfi. pri- awv passenger type. I'll. AUDIO, VIbOAC AND DATA ECEC I RDNIC EUVIPMER r - INCRE+Sc13 EIMI t Paragrapn ix.. Cima yr Insurance, or SEC- TION Ili - PHYSICAL DAMAGE COVERAGE is deleted. I. WAIVER OF DEDUCTIBLE -GLASS The followlne is added to Paragraph v., Deducti- Die, or stC I IOry Ill - PnrstCAE uAMXGE a.uvErwvE: No Iletluctitlle for a covereuu "auto" will apply to glass damage if the class is repaired rather than replaced. J. PERSORAC tFFEC I s I ne totlo..4.y L Gilded to earagrapll A.a., Cover- age Extensions, or W!C I lUfv III - PHYSICAL DAMAGE COVERAGE: Personal Effecw Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal effects wP :.M oro: (1) Owned by an "insured"; and (2) In or on yoer covered "auto". This co.erllgo only in tfie event at a totai then of your coveretl "auto". No tleauctil9les apply to Personal Effmos cover - (2) An adjustment for depreciation and physical aye. ooni3iliorl ::II Be -aae in tletermining ailluai casn value in d1e event of a total "loss". Page ,c of 3 0 2010 The Travelers indemnity Company. All rights reCA T4 20 97 10 Includes coMghuru material v, insurance awviaivs vroee, inc. YvA Its parmis*—wn. R. HIRQAGZ t ne Totlawing is aaoea to Paragraph 6.s„ Exclu- sions, of SECTION III - PHYSICAL DRMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or Qirbabs in a covered "oato" you o-.,, that in- nate due to a cause Omer inan a cause of "loss" set forth in Paragraphs A.1.1b. and A.1.c., but only: a. If that 'auto" is a covered "auto" for Compre- han3€0t Coverayc angor tRl7. poli-,; 0. I no QiRiug. are „ot covered anawr any ranty; anti c. t Re aiMags were not intenuonally Inualea. vve will pay up to a maximum of at t,000 For any one "loss'. i=. AUTO WAN LEmSE GmP The following is added to Paragraph AA., Cover- age Extensions, of SECTION III - PHYSICAL VAMAuE; COvERAGE: AMo Cw"m Cc-aw Gap Coverage Tvr Priv-bu rassenger t ype vehicles In me event or a total "loss" to a coveret] "a0to" OF the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is proviaLM, we will pay any unpait] amount tfue on the lease or loan wr sucn coveret] "auto" less the following: (1 ) The amount paid under the Physical Damage Cer.-uroao beton cT tRc policy Tor mat "auto"; ant] COMMERCIAL AUTO tz) Any: jai Dvehlue ieaso or loan payments at the time of me "loss"; la] Financial penalties Impose'u untfer a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor, jai Ct]sts Tor exteniTea warranties, Credit EIre Insurance, Realm, mcciuent or Disability Insurance purchased with the loan or lease; and tal Ca..yy-over balances from previus loon or leases. m. 55X19 ct rvAlvER OF s06RG'uAt lvn l ne sollowing replaces ParagrapR A.5., t ransier Of Rights Of Recovery Against Others To Us, of SECTION IV - BUSINESS AUTO CONDI- i IOlvs: 5. 1 ru-slur Of Rinhto Ui Rowavu. yy AN-lnt millers I o us vve waive any rignt or recovery we may Rave against any person or organization to the ex- tent required of you by a written contract exe- cuter prior to any "acciaenu or "loss", pro- vit]eb tRat tRe 'accident" or "loss" arises gut of the operations contemplated by such con- trast. i no z. -m-Par-eplie. vnl, to the person or organization t]esignatea rn sucn cone'act. 4A 14 cu v r 10 0 2010 r no r ra:elete Indemnityy CMpany. All tights Ria. Page 3 of 3 I.Mw_ sapyrighteo rmterlM of Inwrt:nce 5e -ices t7mce. Inc. vntn Its permisaion. wuRKERz 031111PER5A i I7N rRaVELER� Alan oas M, CT AM 0610 EMPLOYERS LIABILITY POLICY �tRTF�ORD, CT 06183 ERuURaEIQlEN a rri. M aj I tav}--ui POLICYNUMBER: i�vtrjrtsu�s-g-+iyr�i-s-i�1 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an Injury covered by this policy. We will not awarev oar fluRt QW.lm.t ilia Narcan ar a.nonlsauum .-.umwo In [Rw btMadeia. (Tf , awmem..cnt ..pYllGd arils to (M - extent tllat you peFMrm worn unser a wrmen contract mat requires you to oatam this agreement Irom us.t i nls agreement shall not operate tlireMly or intlirechy io Qenent any one not names In ine uMDule. sCREDuCE DESIGNATED PERSON: DESIGNATED ORGANIZATION: Ann rrinasur UA Ur—A-a rAMMUR'1 aVA nn.LCn lIIb 1n3vAru ILMO lZra au Ba W1.TEH COMPACT EXECUTED PRIOR TO LOSS TO FUMUSH THIS VL%LVNK. DRtEOr IabOE: U4 -i6 -in 51 ►%Salina: Palin- MY. v1asTC�5ug01 XVIII. ASSISTANCE AND COOPERATION OF THE INSURED The Insurd shall rxtoperate with the t intlerwriters in ad investigations. intloi7ing investigations regarding the ApplicFaian Tor ano coverage antler this Poncy. Re Insure:: shad execUM or cause to be executed all papers and render all assistance as Is requested by the Underwriters. The Insured agreas net to take any action which In any way increa5ca thu Underwriters a,,pcaors ander the Policy. Upon the Undorwriturs request, the Insured shall assist k making settlements, in tho conduct of skits and In enforcing any right of contribution or indemnity against any person or organizabun whom may be liable to the Insured because of acts, ermim, or amissio,is ar Pollution Conditions with respect to which Inburance is afforded under this Policy; and the Insured shall auend hearings and trials and assist in seraring acid giving evidence and obtaining the auendance of witnesses. The Insured shall not adm"n liabiluy, make any payment, assume any otlligauons, incur any expense, enter into any somoment, sapuiate to any jutigmem or awaits or dispose of any Claim wlMout the wMuen consent of the UntierwMers. ERcepi as proviaso ror In Clause 11-B., expenses incurretl By rite iinsureit In assisting anti cooperating whR the UntieMMers, as described above, ao not constitute Claims Expenses and are not reimbursable under the Policy. M. AC i iOR AGAINST THE UNDERWRITERS No action sl'iall lie against me Untierwriters unless, as a condition precedent thereto, the Insured shall have fully complied with all of the rrms d this Policy, nor until the a, munt of the Ine:aed'a blipatium to pay ahall ha,,e been fully and fi.ally determined either by judgment against there yr by written agreumnimt between thzm, the claimant and the Un&rwritars. Nothing ,u,ntained herein shall giYa auy pe,* -on u, organization any right to join the Undorwritara as a party to any Claim against the Insurd to determine their liability, nor shall the Undarwritcrs be impleaded by the Insureds. o, their legal representative in any Claim. XX. SUBROGATION In the event of any payment under this Insurance, thu Underwriters shall be subrogated to all the Insure -ds' dghLb of recovery therefore against any person or urganizailon, and the Insured shall execute and deliver InstrQmems and papapis and do whatever else is necessary to secure such rights. The Insarva shall do noining to prejuaice such rights. i ne Unuerwriiers agrees to wave Its rigMm or- recovery Trecovery against any client Mr the Named Insured for a Claim which is covered pursuant w Insuitng Clause I.K. andior E.R. of this r-olicy to the extent the Named Insurea had. pnor to such Claim, a whiten agreement to walve 500 rigRts. mny recoveRes sRad oe applieu first to suBrogauon expenses, secoM to Damages antl Claims Expenses paitl My me UntlerwMers, ant] u,ll'tl to the Eacn Claim r00-� cu Pa- 26 of 2 r OSza09 ea. Deda-.dble. Any addidu�val aepiOunts =awvUrud shall be paid to the Named Insured. XXI. ENTIRE AGREEMENT By acceptance of this Policy, all Insureds agree that this Policy embodies all agiCements existing between them and the Underwriters relating tu- this Insurance. Notice to any agent or knowledge possessed by any agent or by any ether person shall not effeM a waiver or a change in any part of this Policy or estop 'me Untlerwriters From asseRing any right antler ute terms of tnis Policy: nor small me lorms or inls Policy Be waives or cnangeO, except 0y wmffen endorsement issued to form a .art of this Policy, signed by the Underwriters. XXII. vw>_vATIOn AND CURRENCY Ali premiums, iimits, tielluctibles, Damages and otner amounts under this Pulley are expressed and payable in th7. currency of the United States. If;adwment Is randard, settlement Is denu... Inatod ur another element of Damages 'under this Pulley is stated In a currency other than United Statues dollars -Ur If Claims Expenses are paid in a currency other than United States dollars, payment ands, this Pvlfiy shall be made in Unird States dollars at the rate of exchange published in the Waft Sueet Jourrraf on the date the judgment becomes fitful ur payment; of tme settlement Or tomer element of Damages Is due or the date such Claims Expenses are pain. AAIIF. I9MNKRiaP i i. r Bankruptcy or insolvency or the Insured shall not relieve the vnderwmfers of their oflligattons nor aepriVe the Un0erwnters of its rigmts or Derenses unser uFrs Policy. AAIV. AD t URILAI ON By acce.tance of this Policy, the Insureds a.me that the Named M7.arud will act uri their behalf ..;th vapM to the -,lino and r- civina of .F -,y notice provided fur in this PuIILy, the payment of premiums and the rruzzuipt of any retem premiums that may bemma duz under this Poliy, and thu agmamant to a,,d acceptance of andursamunts. XXV. HEADINGS The duburiptions in the headings and subheadings of this Policy are solely for convenience, and form no part of the tarns and conditions of uoverage. ru-0mz0 Paye 27 or 27 MZ009 8a. EXHIBIT B iV COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND llV15 ir4mA51 KUL.1 UKr, 1V1An4AVr,1vmr4 1 3LK V 1CZ5_ L.L.C. [Quotation See following pages. HMO i Quotation for Professional Services i o: Paul Moot!!, Pulslic vvorKs Director From: Jim Tourek, Client Services Manager Subject: Pavemen► Management Services IMS IMS W ctructem M-m-gvmvnt Swrw vo 7 aap ... praRe 19r- „pkv -,V+ 1ampa. Phone: 14801839-4347 Fax 1480 839-4348 == im-ffltmm Date: Ociolser.&o, zD-Io Project. fountain Hills, AZ Project No: Thank you for taking the time to review the pavement data collection services offered by IMS Infrastructure Management Services. IMS excels in pavement and asset management solutions and can provide a full suite of data collection services. As we understand, the Town of Fountain Hills currently maintains approximately Ira centerline miles or roadway. IMS would collect data on approximately 214 test miles as we two pass test arterials roadways. The Town does not currently utilize PMS software and was contemplating three recommended approaches for implementing a PMS; and has since selected the implementing of the Lucity PMS software (hosted by IMS) to meet all of the Town's pavement management needs. IMS collects all data in accordance with the U.S. Army Corps of Engineers data protocols, commonly referred to as ASTM D6433. The base scope also incorporates a comprehensive pavement analysis and report including budget scenarios and prioritization plans. Our approach, and key service differentiator, is based on three, time proven fundamentals: Answer the questions that are being asked — don't over -engineer the system or make it needlessly complicated. Databases and the application of technology are meant to simplify asset management, not make it more difficult. Service and quality are paramount to success — the right blend of technically correct data, condition rating, and reporting will provide the agency with a long-term, stable solution. Service to the client remains our top priority. Local control and communications are key — it is important that all stakeholders understand the impacts of their decisions and have the system outputs react accordingly. We excel in making ourselves readily available. Services we can offer Fountain Hills include: • Objective roadway performance data collection including a full suite of surface distresses. • Rigftt of vvay asset'uata co,lection ant] 'uigital Image ant? Grz coortlinate tlata coilection. • Provision oi rouust soitware solutions ant] an a'uvancell Rnowletlge of majority 01 3' party sonware ven'aors, MIS lnjiustructure Management Services' Fountain I i11s Vuote 2016-17 Rev4.docx page 1 town oT Fountain Rills Pavement Manaaement Services Project Bueget I Re Cetailetl Butiget presentee Below is tiaseti on the I@I5 worn plan anll tiellveraAles. It represents a realistic tiuoget to complete the worn, anti we are conitaent we can maintain an on-time, on-ouaget approach to the assignment. Fountain nllls, He - A i6ne i Base scope CIT services Task Activity Quant Units Unit Rate Total preioet 1111tI-tion 1 Pmn,ct Initiation &Kickoff Meeting 1 us 53,250.00 x3,250.00 2 Network Referencing & GIS Linkage 214 T.M. x27 50 x5,885.00 Fldd Sappey= 3 RST MobiizailorllCalibration 1 LS $3,500.00 $3,50000 4 RST meld Data Collection 12 -pass test Arterlals; 1 -pass otherst 214 T -MI 7,120.00 x25,680 00 Data Management 5 Dote 0AXIC, PFow==Ing, & Formatting 214 T -M; 315.00 53,210.00 6 Develop Pavement Spreadsheet, Analysis o Report ims- 5mu [uaty3wiasare) i LS $9,000.00 $9,000.00 7 10 -Year Analysis and Bond Report i 6S 52,500,00 7,2,500.00 8 Council Presentations 2 EA 53,500.00 37,000.00 9 Pmjeet 17.;--gamant 1 LS s4,47000 34,470.00 10 New Client Discount 1 CS (34 750 00) (34.750 4rJ; 11 IMS.— - City or IMS Floated 1 LS $7,500.00 $7,500.00 12 Lucky Reports wl' ,7-' 18 Updates tloxn proa.es r mns, kepecvum n ai3Cs) sesnsvoe Fee 1 LS $6,000.00 $6,000.00 13 Lucky Reports wl '18-' 19 Updates (Ton pw-kes Rehabs, kapectom 6 WIN) WIMSwe Fee 1 I'.S 'x6,000.00 7,6,000.00 14 Lucky Reports wl'19220 updates (T. p wide= Rehab=, hsPeckere d Gtso_) wlMS= Fee 1 LS 16,000.00 36,000.00 15 Lucky Report= wl '20-'21 Update_ (Te.... pmAdea Rehab=, Inspect.. & MID=) wnWlS.-.. Fee 1 LS 56,D00.00 36,000.00 Frojum aub-i oral: X91 r245.w Software implementation Options - IMS Recommended LuclLy • as used by Glendale, Gllbert, Goodyear, Paradise valley, Peoria, Pinal County, Scottsdalef Sol. SO is Assets & GIS Product Module - Install & Supply (2 Seats) 1 [S 313,000.00 $13,000.00 SO 1b P.. -...-rt CondRion Dat- Le -d & GIS Integration 1 LS W.000.00 38,000.00 SO 1e Ormite Training & Remote Asai,.ta--v (2 d.-W12tooars) 1 LS 56500.00 $6.500.00 Laotty SO 1 Total ' 75271500.00 z v 1d Annual Software Maintenance Fee: Eff. Year 2 j2 Seats 1 LS $2,000.00 $2,000.00 Optional Service Items and Activities 16 179nallect Mobilization (DeBeclim Tasting) 1 LS 7,3,000.00 33,000.00 16a Deflection Testing: 2 -pass Arterials orgy 70 T -MI 3120.00 38,400.00 16b Deflection Tenting Traffic Control (pre= Wed by City; ethorwl=e $11whr,) 24 FFR 30.00 30.00 17 Pro -ion of Digt..l Image: Q 25 -foot Interrals (3 -views d Video Log) 214 T -Mi s20.D4 34,280.00 18 Crossfa I, Radius .d Curve'aro, & Grade 214 T -Mi $10.00 $2,140.00 19 Right of Way Assets Data Collection (cps a camera configuration) 214 T -Mi $15.00 $3,210.00 19a Sign & Support Catauase D9vekrpment 214 T -Mi 3100.00 321,400.00 19b S dawa(k Database Development 214 T -Mi $50.00 310,700 00 197, ADA Ramp & Ob=traetiom Databwe De --loprment 214 T Mi 360.00 312,840 00 19d Cerb & Gutter Dotabz--e De olopment 214 T Mi $50.00 510,700 00 19e Pa; -.mem StripinglMorking Database Do-,-.lopmere 214 T -Mi $60.00 $12,84000 20 Night-time Retro-rafl. Miy- All Signs (luu% m.m.m) 214 T -M. (neeu. ie a i>fwj ouuts sr—tioust 21 SST Mobilization for Detailed Sidewalk Surrey 1 LS (need 019 & 19b -c) Quote-rreq_est 22 SST Enhanced Feld Survey of Sidewalks and ADA Ramps 1 [S iuesd 019 a 19b _I Quote -hey -=t 23 Sidewalk & ADA Ramp Dk;hr .== D -t- Pmao=irg 1 LS (e..d 019 619b-) Quu.o aheiiiese: 24 Nuxt Scfledaled P.:omen So7—..y 2019-2020 (s -nee seep. =s':o- .7 a! some Mite:ae 1 Ls $61,745.00 361,745.00 IMS I..).- Al. -Cf.... At...-.a.......t S.rvf_.e F.....tei.. Halls L& -t. 2016-17 R.wl.d.... pea. s I own of Fountain Mills Pavement Management Servlea. Poumaln Mills, mz- - z'u r e-z'u ease Scope or aervlces ereaROUL IMS t. Pmuv.d : Ith Lollar of Auth.rizatlae or,I,. aslt ActrvKr Qaant urns unit Raw Tu -L.1 Propct Initiation 1 Protect Initiation & Kickoff Meeting 2 Network Referencing & GIS Linkage Field Surveys 3 RST Mabili=llaryCaiibrellen 4 RST Fold Dal.. Collaatiam (2-p_aa that Arte.-iole; 1-p sz ether,) Dat– Monogament 1 LS 33,250.00 $3,25000 214 T -MI $27.50 $5,885000 1 LS 13,500.00 $3,50000 214 T -MI 5120.00 s25,68000 5 Dal. GA10C, Processing, & Formet:ing 214 T -MI $15.00 $3.21000 6 Da, -.--bp P. amen Spr..dshee., Analysis & R.part (1916., ma eaoty scmmm) i LS $9,000.00 $9,00000 7 0-Y— An*31a.nd Bond Report 1 LS $2,500.00 $2,500.00 Cotsml Fr.3.m.eous 2 EA $31500.00 $7,000.00 9 h.,p. t Marragarnern LS $4,4mati $4,470.00 10 Recurring client Discount LS SS�.730.oer (S, 11 IMSvue - Arnal Mainlenance Fee 1 LS .,2,000.00 .x2,000,00 rrojeCtou5-totai: $Gi,i45uu Thank you for considering IMS as a viable solution to your pavement management needs and we will strive to become an asset and extension of the Fountain Hills' staff and team. If any questions arise please do not hesitate to contact me at (480) 839-4347 or itteurekCNims-rst.com. Regards, IMS infrastrerrterc Man --amen[ se.;lees, CCC jim I oureK West Region Client Services Manager 1h1S lnfrustructure .41anagement Services Fountain Hills Emote 1016-17 Rev4 docr Pct; r 3 TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date: 12/112016 Meeting Type: Regular Session Agenda Type: Regular Submitting Department: Administration Staff Contact Information: Craig Rudolphy, Finance Director, 480-816-5162, cmdolphy@fh.az.gov Strategic Planning Goal: Not Applicable (NA) Operational Priority: Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): CONSIDERATION of ORDINANCE 16-13 AND RESOLUTIONS 2016- 36 and 2016-37 amending and restating Chapter 3, Article 3-3 of the Town Code as well as amending the Towns Procurement Policy. Applicant: Applicant Contact Information: Property Location: Related Ordinance, Policy or Guiding Principle: Staff Summary (background): At the November 21, 2013, Council meeting, Council approved Ordinance 13- 04 and Resolution 2013-45 amending and restating the Town Code as well as the Town's Procurement Policy. Since that time, significant progress has been made in adhering to the requirements of the Code as well as making the procurement process as efficient as possible. Nevertheless, certain provisions now are not considered 'best practices' and should be altered to allow staff more flexibility in the performance of their duties. One such change increases the Department Head's ability to select professional services by expanding the definition of professional services and by increasing the threshold of direct selection from $10,000 to one-half the amount permitted by A.R.S. Title 34, Chapter 6 , specifically $125,000. In addition, the threshold for informal procurements is raised to $10,000 (from $5,000) for open market purchases and to $50,000 (from $30,000) for small purchases not requiring Council approval. Risk Analysis (options or alternatives with implications): Not increasing the limits and definition for direct selection of professional services will require Department Heads to spend more time to perform duties of their position. If the informal procurements threshold is not increased, staff will spend more time in the procurement arena as opposed to the actual duties of their position. 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): Page f d2 Staff Recommendation(s): Approve List Attachment(s): Chapter 3, Article 3-3 of the Town Code; Town Procurement Policy SUGGESTED MOTION (for Council use(: Move to approve ORDINANCE 16-13 AND RESOLUTIONS 2016-36 and 2016-37. Prepared by: Direetor'sfpproval: I142A WW Craig oP a'rTnue fi�7I 111.1vib Ap ove� Grady E Miller, Town da r i tY22/2016 Page 2 oft RESOLUTION 2016-37 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, DECLARING AS A PUBLIC RECORD THAT CERTAIN DOCUMENT FILED WITH THE TOWN CLERK AND ENTITLED "AMENDMENTS TO TOWN CODE CHAPTER 3, ARTICLE 3, PROCUREMENT, DATED DECEMBER 1, 2016." BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. That certain document entitled "Amendments to Town Code, Chapter 3, Article 3, Procurement, dated December 1, 2016," of which one paper copy and one electronic copy maintained in compliance with ARiz. REv. STAT. § 44-7041 are on file in the office of the Town Clerk and open for public inspection during normal business hours, is hereby declared to be a public record, and said copies are ordered to remain on file with the Town Clerk. PASSED AND ADOPTED BY the Mayor and Council of the Town of Fountain Hills, Arizona, December 1, 2016. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Linda M. Kavanagh, Mayor REVIEWED BY: Grady E. Miller, Town Manager 2820212.1 Bevelyn J. Bender, Town Clerk APPROVED AS TO FORM: Andrew J. McGuire, Town Attorney ORDINANCE 16-13 AN ORDINANCE OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, ADOPTING THE "AMENDMENTS TO TOWN CODE CHAPTER 3, ARTICLE 3, PROCUREMENT, DATED DECEMBER 1, 2016" BY REFERENCE AND AMENDING THE TOWN OF FOUNTAIN HILLS TOWN CODE, CHAPTER 3, ARTICLE 3, BY REVISING PROVISIONS RELATED TO PROCUREMENT. WHEREAS, the Town of Fountain Hills Town Code (the "Town Code") provides policy direction for procurement of goods and services in Chapter 3, Article 3 thereof (the "Procurement Code"); and WHEREAS, the Mayor and Council of the Town of Fountain Hills (the "Town Council") desires to modify the Procurement Code to provide for, among other things: (i) an expanded definition of "professional services" that may be procured without formal competition; and (ii) increased authority for the Town Manager to execute contracts and to modify the policies adopted by the Council relating to the various procurement methods and processes (the "Procurement Policy"); and WHEREAS, the Town Council, through these amendments to the Procurement Code and Procurement Policy, desires to increase efficiency of Town purchasing in a manner that is in the best interests of the Town. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. The recitals above are hereby incorporated as if fully set forth herein. SECTION 2. The document known as the "Amendments to Town Code Chapter 3, Article 3, Procurement dated December 1, 2016", of which one paper copy and one electronic copy maintained in compliance with ARiz. REV. STAT. § 44-7041 are on file in the office of the Town Clerk, which document was made a public record by Resolution 2016-36 of the Town of Fountain Hills, Arizona (the "Procurement Amendments"), is hereby referred to, adopted and made a part hereof as if fully set out in this Ordinance. SECTION 3. The Town Code, Chapter 3 (Administration), Article 3-3 (Procurement), is hereby deleted in its entirety and replaced with the Procurement Amendments. SECTION 4. Any person who fails to comply with any provision of the Procurement Amendments shall be subject to civil and criminal penalties as set forth in Section 1-8-1 of the Town Code, including civil penalties of not more than $250 base fine. Criminal penalties shall constitute a class one misdemeanor, punishable by a fine not to exceed $2,500.00 or by imprisonment for a period not to exceed six months, or by both such fine and imprisonment. Each day that a violation continues shall be a separate offense. 2820227.1 SECTION 5. If any section, subsection, sentence, clause, phrase or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. SECTION 6. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby authorized and directed to take all steps and execute all documents necessary to carry out the purpose and intent of this Ordinance. PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, December 1, 2016. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Linda M. Kavanagh, Mayor REVIEWED BY: Grady E. Miller, Town Manager 2820227.1 2 Bevelyn J. Bender, Town Clerk APPROVED AS TO FORM: Andrew J. McGuire, Town Attorney Amendments To Town Code Chapter 3, Article 3 Procurement December 1, 2016 2789159.6 Fountain Hills Town Code Article 3-3 PROCUREMENT PARTS: Part I GENERAL PROVISIONS Part II ETHICS; VIOLATIONS; UNAUTHORIZED PURCHASES Part III BIDDING PROCEDURES Part I GENERAL PROVISIONS Sections: 3-3-1 Purposes 3-3-2 Policies 3-3-3 Application; Exclusions 3-3-4 Definitions 3-3-5 Budgeting 3-3-6 Procurement Agent 3-3-7 Procurement by Dollar Value; Execution 3-3-8 On-line Bidding 3-3-9 Purchase Orders 3-3-10 (Reserved) Section 3-3-1 Purposes The purposes of this Article are to: A. Establish standard policies and practices for the Procurement of Materials and Services and permit the continued development of Procurement policies and practices. B. Serve as an aid in providing all Materials and Services at the appropriate time, place, quantity, purpose and Price to meet the operational requirements of the Town. C. Ensure the fair and equitable treatment of all Persons who participate in the Procurement system of the Town and foster effective broad-based competition within the free enterprise system. Section 3-3-2 Policies The Town shall procure all Materials and Services deemed necessary for the delivery of quality service to its residents using competitive Bids, Proposals, Vendor quotations or direct purchases. A complete history of each purchase of Materials or Services will be maintained through the use of purchase requisitions, purchase orders, check requests, petty cash vouchers and any other appropriate forms as authorized by this Article and as set forth in the Procurement Policy. Every 2789159.6 Fountain Hills Town Code effort will be made to obtain all Materials and Services at the most economical prices available. All Procurement Contracts shall be drawn by or under the supervision of the Town Attorney. Section 3-3-3 Application; Exclusions A. This Article shall apply to every expenditure of public monies by the Town relating to Procurement of Materials and Services, except as otherwise specified in this Article. Nothing in this Article shall prevent any Town department from complying with the terms and conditions of any grant, gift, bequest or cooperative agreement. In the event of a conflict between the terms of this Article and the terms of any federal or state grant, the terms of any such grant shall govern. B. This Article shall not apply to the following: 1. Contracts between the Town and the federal government, the State of Arizona and political subdivisions of the State of Arizona. 2. Contracts for expert services, if the purpose of such services is to provide for Professional Services relating to an existing or probable lawsuit in which the Town is or may become a party or to Contracts for special investigative Services for law enforcement or administrative investigation purposes. 3. Agreements negotiated by legal counsel representing the Town in settlement of pending litigation or threatened litigation. 4. Development agreements, as defined in ARiz. REv. STAT. § 9-500.05, as amended. 5. Contracts for the purchase or sale of real property and ancillary services related thereto, such as title insurance, appraisals or environmental assessments to the extent that they are negotiated in connection with a Contract for purchase or sale of real property. Section 3-3-4 Definitions The following words, terms and phrases, when used in this Chapter, shall have the meanings ascribed to them in this Section, except where the context clearly indicates a different meaning: A. "Best Interests of the Town" means advantageous to the Town. B. "Bid" means a price -based Proposal that is submitted in response to an Invitation for Bids. C. "Bid or Proposal Guarantee" means a form of security that indemnifies the Town against a successful bidder's failure to execute the Contract documents and proceed with performance. 2789159.6 2 Fountain Hills Town Code D. "Bid Opening" means the date and time set forth in the Solicitation for opening of sealed Bids. E. "Business" means any Person authorized to do business in the State of Arizona. F. "Change Order" means a written order signed by an authorized agent of the Town that directs the Contractor to make changes that are authorized by the Town, but which does not change the Contract amount by more than as authorized in Section 3-3-6 below. G. "Closing Date" means the date and time set forth in a Solicitation for the receipt of Bids or Proposals by the Town, after which no Bid or Proposal shall be considered. H. "Confidential Information" means that portion of a Bid, Proposal, offer, Specification or protest that contains information that the Person submitting the information believes should be withheld, provided (i) such Person submits a written statement advising the Town of this belief at the time of the submission and (ii) the information is so identified wherever it appears. "Construction" means the process of building, altering, repairing, improving or demolishing any public structure or building or other public improvements of any kind to any public real property, but does not include the routine operation, routine repair or routine maintenance of existing facilities, structures, buildings or real property. J. "Contract" means all types of Town agreements, regardless of what they may be called, for the Procurement of Materials and Services, the demolition or Construction of public facilities, or the acquisition and disposal of real and personal property. K. "Contractor" means any Person having a Contract with the Town. L. "Cooperative Purchasing" means Procurement conducted by, or on behalf of, more than one public Procurement unit. M. "Data" means documented information, regardless of form or characteristic. N. "Days" means calendar days unless otherwise specified. O. "Debarment" means disqualification by the Procurement Agent of a Vendor to receive the award of a Contract with the Town for a specified period of time, not to exceed three years, commensurate with the seriousness of the offense causing the disqualification, which may result from misconduct or failure or inadequacy of performance. P. "Emergency" means a threat to the public health, welfare, property or safety. Q. "Employee" means an individual drawing a wage or a salary through the payroll process of the Town, whether elected or not. 2789159.6 Fountain Hills Town Code R. "Exempt Construction" means: 1. For any building, structure, addition or alteration, Construction with a total cost of work that does not exceed the limitations in ARiz. REv. STAT. § 34-201(C). 2. For any street, road, bridge, water or sewer work, Construction with a total cost of work that does not exceed the limitations in Axil. REv. STAT. § 34-201(D). 3. For recreational projects, including trails, playgrounds, ball parks and other similar facilities, excluding buildings, structures, building additions and alterations to buildings, structures and building additions, when such improvements are completed by workers provided by a non-profit organization, Construction with a total cost of the work that does not exceed the limitations in ARiz. REv. STAT. § 34-201(F). 4. Contributions to finance public infrastructure made pursuant to a development agreement if such contribution to a single development does not exceed the limitations in ARiz. REv. STAT. § 34-201(G) S. "Interested Party" means an actual or prospective bidder or Offeror whose economic interest may be affected substantially and directly by the issuance of a Solicitation, the award of a Contract, or by the failure to award a Contract. Whether an actual or prospective bidder or Offeror has an economic interest will depend upon the circumstances of each case. T. "Invitation for Bids" means all documents including those attached or incorporated by reference, utilized for soliciting Bids in accordance with Section 3-3-20 below. U. "Materials" means all personal property, including equipment, supplies, printing, insurance and leases of personal property. V. "Offeror" or "Respondent" means any Person that responds to an Invitation for Bids, Request for Proposals, Solicitation, offer, or any other invitation or request by which the Town invites a Person to participate. W. "Open Market Purchase" means procedures used for Procurement of Materials and Services readily available to the general public on the open market which, by their nature, are subject to competition from multiple competing Vendors. X. "Payment Bond" means a form of security required to be provided by a Contractor for the protection of claimants supplying labor and/or Materials to the Contractor or its Subcontractors. Y. "Performance Bond" means a form of security provided by a Contractor that secures the Contractor's obligation to properly complete its work in accordance with the Contract. 2789159.6 4 Fountain Hills Town Code Z. "Person" means any individual, corporation, partnership, sole proprietorship, joint stock company, joint venture, limited liability company or any other private legal entity, governmental entity, union, committee, club, other organization or group of individuals. It includes a trustee, receiver or similar representative. AA. "Price" means the total expenditure for a defined quantity of a Material or Service. BB. "Procurement" means the purchasing, renting, leasing or otherwise obtaining any Material or Service. The term includes all functions that pertain to the obtaining of any Material or Service, including description of requirements, selection and Solicitation of sources, preparation and award of Contract, and all phases of Contract administration. CC. "Procurement Agent" means the Town Manager or authorized designee. DD. "Procurement Policy" means the administrative policy created by the Town Manager to assist with the implementation of this Article. EE. "Professional Services" means those services requiring specialized knowledge, education, skill or expertise and where the qualifications of the Person(s) rendering the services are of primary importance. Professional Services shall include, but are not limited to, services provided by architects, attorneys, accountants, financial advisors, construction and project managers, dentists, design professionals, planning professionals, engineers, assayers, geologists, land surveyors, mediators, human resources consultants, plan review and/or inspection professionals, translators, election services, materials testing firms, water quality testing firms, fee consultants, revenue study consultants, physicians, nurses, psychologists, teachers and facilitators, veterinarians and health care providers, that provide a combination of professional and paraprofessional services or any other professions and services defined as Professional Services by state law. Professional Services do not include Construction or Exempt Construction. FF. "Proposal" means a written offer, solicited or unsolicited, for consideration as a basis for awarding or modifying a Contract. GG. "Request for Proposal" means all documents, including those attached or incorporated by reference, utilized for soliciting Proposals in accordance with Section 3-3-21 below. HH. "Request for Qualifications" means all documents, including those attached or incorporated by reference, utilized for soliciting qualifications -based Proposals in accordance with Section 3-3-23 below. II. "Responsible Bidder" or "Responsible Offeror" means a bidder or Offeror who has (i) the capability to fully perform the Contract requirements and (ii) the reliability that will ensure good faith performance. JJ. "Responsive Bidder" or "Responsive Offeror" means a bidder or Offeror who has submitted a Bid or Proposal that conforms in all material aspects to the Solicitation. 2789159.6 5 Fountain Hills Town Code KK. "Service" means the furnishing of labor, time or effort by a Contractor, not involving the delivery of a specific end product other than reports that are merely incidental to the required performance. This term does not include "Professional Services" provided by those Persons as defined in this Section. LL. "Solicitation" means an Invitation for Bids, a Request for Proposals, a Request for Qualifications or any other invitation or request by which the Town invites a Person to participate in a Procurement. MM. "Specification" means any description of the physical characteristics, functional characteristics, or the nature of a Material or Service item. The term may include a description of any requirements for inspecting, testing, or preparing a Material or Service item for delivery. NN. "Subcontractor" means a Person that contracts to perform work or render Services to a Contractor or to another Subcontractor as a part of a Contract with the Town. 00. "Suspension" means an action taken by the Procurement Agent disqualifying a Person or entity from participation in Town Procurement. PP. "Technical Registrant" means a Person who provides any of the Professional Services listed in ARIZ. REv. STAT., Title 32, Chapter 1, as amended, and includes, but is not limited to, architects, assayers, engineers, geologists, land surveyors and landscape architects. QQ. "Town" means the Town of Fountain Hills, an Arizona municipal corporation. RR. "Vendor" means any Person operating a Business that has, or proposes to, provide a Material or Service to the Town. Section 3-3-5 Budgeting A. Procurements shall be contracted for or made only where sufficient funds have been budgeted in the year in which funds have been appropriated. B. Budgeted line items specifically identifying one-time operational or recurring Materials or Services that have been approved by the Council in the review and adoption of the annual Town budget, and for which an award is within the allocated expenditure set forth in the budget, may be approved by the Procurement Agent without further Council approval. Awards that exceed the allocated expenditure or deviate from the identified description and/or scope shall require Council approval. 2789159.6 6 Fountain Hills Town Code Section 3-3-6 Procurement Agent The Procurement Agent shall (i) serve as the Contract administrator for the Town and as such shall supervise the execution and completion of all Contracts entered into by or on behalf of the Town and (ii) have general supervision, responsibility and authority to: A. Procure, contract for and execute agreements in any amount less than $50,000.00 for Materials and Services, including rentals, Service agreements, and leases needed by any Town department, in accordance with this Article. B. Approve and sign Change Orders to Contracts authorized by the Council in an amount equal to the lesser of 10% of the Contract amount or $50,000.00; provided that Change Orders that increase the Contract amount shall be approved by a Contract amendment in the form approved by the Town Attorney. C. Establish and amend the Procurement Policy and all regulations, forms, procedures and rules necessary and proper to implement the provisions of this Article. Modifications to the Procurement Policy shall be made with the concurrence of the Town Attorney. D. Have the authority to suspend or debar Vendors. E. Centralize Procurement, consistent with this Article, by which Materials and Services for all Town departments are purchased. F. Inform Town Employees and contractors of the ethical standards for public contracting. G. Designate another representative of the Town to have the authority to perform any or all of the above tasks. Section 3-3-7 Procurement by Dollar Value; Execution A. Any purchase not exceeding $50,000.00 may be made by the Procurement Agent in accordance with this Article and the Procurement Policy adopted pursuant to this Article. Contract requirements shall not be artificially divided so as to create multiple purchases of lesser amounts. Except as set forth in Subsections 3-3-5(B) and 3-3-6(B) above, any purchase exceeding $50,000.00 shall be authorized by the Council. When it is advantageous to the Town, annual Contracts should be initiated for Services and Materials regularly purchased. B. The Procurement Agent may sign Contracts (1) for purchases not exceeding $50,000.00 without Council approval and (2) in any amount after such Contract has been approved by the Council either as part of the annual budget or as a separate item. The Mayor may sign any Contracts of any amount as long as such Contracts have been approved by the Council. 2789159.6 7 Fountain Hills Town Code Section 3-3-8 On-line Bidding A. If the Procurement Agent determines that electronic, on-line bidding is in the Best Interests of the Town and the competitive Procurement process is facilitated thereby, the Procurement Agent may use on-line bidding to obtain Bids electronically for the purchase of Materials and Services. B. An on-line bidding Solicitation must designate an opening date and time. C. The Closing Date and time for an on-line Solicitation may be fixed or remain open depending on the structure of the item being bid on-line. Information regarding the Closing Date and time must be included in the Solicitation. At the opening date and time, the Procurement Agent must begin accepting on-line Bids and must continue accepting Bids until the Bid is officially closed. D. All on-line Bids must be posted electronically and updated on a real-time basis. E. The Procurement Agent may: 1. Require bidders to register before the opening date and time and, as part of that registration, require bidders to agree to any terms, conditions or other requirements of the Solicitation. 2. Prequalify bidders and allow only those bidders who are prequalified to submit Bids on-line. F. All Bids submitted electronically through an on-line bidding process are public information and are subject to the same public disclosure laws and timelines that govern Bids received through the sealed Bid process. G. All remedies available to the Town and to bidders through the sealed Bid process under this Article are also available to the Town and to bidders in an on-line bidding process. Section 3-3-9 Purchase Orders The Procurement Agent shall provide forms of purchase orders that shall be used for the purchase of all Materials and Services for or on behalf of the Town. Open purchase orders may be utilized for the routine purchase of regularly -supplied items, provided that an open purchase order shall be limited to a single source and shall not be valid for more than $10,000 in the aggregate. Section 3-3-10 (Reserved) 2789159.6 8 Fountain Hills Town Code Part II ETHICS; VIOLATIONS; UNAUTHORIZED PURCHASES Sections: 3-3-11 Ethical Standards 3-3-12 Ethical Violations 3-3-13 Unauthorized Purchases; Violation, Liability, Enforcement 3-3-14 (Reserved) 3-3-15 (Reserved) Section 3-3-11 Ethical Standards It is the policy of the Town for Employees to maintain high standards of honesty, integrity, impartiality, courtesy and conduct. These standards apply to Town Employees internally as well as when interacting with citizens and Vendors. Such policy is implemented by prescribing essential standards of ethical conduct without creating unnecessary obstacles to providing the Town with Materials or Services. To further this policy, the Town has promulgated ethical standards as set forth below. The Procurement Agent is authorized to take steps to ensure compliance with the following standards: A. It is an affirmative obligation for Town Employees to perform their responsibilities in such a manner to ensure fair competitive access to governmental Procurement by responsible Vendors. B. No Employee of the Town shall engage in acts that, in the reasonable judgment of the Procurement Agent, would result in a loss of confidence in the integrity of the Town's Procurement operation. Such acts include, but are not limited to (1) receipt of gifts or services of more than a nominal value from a prospective Vendor, (2) statements to a Vendor that it will be awarded the Contract based on personal knowledge or relationships with Town Employees without an evaluation of its submittal, (3) failure of a Town Employee sitting on a review committee to disclose any prior or current business or financial relationship with a proposed Vendor, (4) criticism of one Vendor to another Vendor who is competing for the same Procurement prior to Bid or Proposal award or (5) any acts similar to those outlined in clauses (1) through (4) of this Subsection. For purposes of this Article, "nominal value" is defined as $25.00 or less from any single party during any single calendar year. C. Town Employees responsible for participation in Procurement by virtue of their positions shall take reasonable efforts to ensure that Contractors doing business with the Town are expected to observe these same ethical standards. Violation of these standards shall constitute grounds for termination of a Contract with the Town and Debarment of the Contractor from doing any further business with the Town. 2789159.6 9 Fountain Hills Town Code Section 3-3-12 Ethical Violations A. In addition to any applicable state laws, it is a violation of this Article: 1. For any Person to attempt to or influence any Town Employee to violate the provisions of ethical conduct set forth in this Article. 2. For any Person preparing Specifications or plans pursuant to this Article or any policy or procedure of the Town to receive any direct pecuniary benefit from the utilization of such plans or Specifications, other than compensation owed for preparation of the Specifications or plans. 3. For any Employee or agent acting on behalf of the Town to directly or indirectly participate in or benefit or receive any pecuniary benefit from a Procurement in violation of state or federal law. 4. For any Person to offer, give or agree to give any Employee or former Employee of the Town or for any Employee or former Employee of the Town to solicit, demand, accept, or agree to accept from another Person, any valuable thing or valuable benefit that would not accrue in the performance of his official duties or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation of any part of a program requirement or a purchase request, influencing content of any Specification or Procurement standard, rendering of advice, investigation, auditing or in any advisory capacity in any proceeding or application request for ruling, determination, claim or controversy, or other particular matter, pertaining to any program requirement of a Contract or subcontract, or to any Solicitation or Proposal therefore. No action taken for violations of this Subsection shall be construed to preclude criminal prosecution of an Employee or former Employee or any other Person under the provisions of state or federal law. 5. For any payment, gratuity or offer of employment to be made by or on behalf of a Subcontractor under a Contract to the prime Contractor or higher tier Subcontractor or any Person associated therewith, as an inducement for the award of a subcontract or order. Violation of this standard shall constitute grounds for termination of a Contract with the Town and Debarment of the Vendor from doing any further business with the Town. This information shall be included as a term and condition of all Town Contracts. 6. For a Person to be retained, or to retain a Person, to solicit or secure a Town Contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, except for retention of bona fide established sales and brokerage agencies for the purpose of securing business. 7. For any Employee who is participating directly or indirectly in a Procurement process to become the Employee of any Person under Contract with the Town 2789159.6 10 Fountain Hills Town Code concerning any matters that the Employee participated in during the same Procurement process for a period of twelve months following his employment with the Town. 8. For any Employee or former Employee of the Town to disclose or use Confidential Information acquired by the Employee in the performance of his official duties for the actual or anticipated pecuniary benefit of any Person. B. It is no defense to a violation of this Section that the Employee to whom a benefit or offer of employment was made, or agree to be made, was not qualified to act in the desired manner. C. An Employee or Person may violate this Section by intentionally or knowingly engaging in a violation or by recklessly or negligently engaging in a violation. The Person's state of mind shall only be considered in imposing the penalty for such violation. Section 3-3-13 Unauthorized Purchases; Violation, Liability, Enforcement A. Except as provided in this Article, it shall be improper for any Town Employee to order the purchase of Materials or Services or to attempt to enter into Contracts within the purview of this Article other than through the Procurement Agent. Purchase Orders or Contracts made contrary to the provisions hereof shall not be approved by the Procurement Agent and the Town shall not be bound thereby. Further, the Procurement Agent may impose discipline on Employees who violate this Article in accordance with the Town's codes and personnel administrative regulations. B. A Person who knowingly contracts for or purchases any Materials, Services or Construction in a manner contrary to the requirements of this Article violates the ethical standards contained in this Article shall be personally liable for the recovery of all public monies paid, together with legal interest and all costs, attorney's fees and damages arising out of the violation. Further, the Procurement Agent may impose discipline on Employees who (1) contracted for or purchased any Materials, Services of Construction in a manner contrary to the requirements of this Article or (2) engaged in violations of the provisions set forth in Sections 3-3-11 and 3-3-12 above in accordance with the Town's codes and personnel administrative regulations. C. The Town Attorney shall assist the Procurement Agent or authorized designee in enforcing the provisions of this Article. Sections 3-3-14 — 3-3-15 (Reserved) 2789159.6 11 Fountain Hills Town Code Part III BIDDING PROCEDURES Sections: 3-3-16 Applicability 3-3-17 Public Notice 3-3-18 Bid or Proposal Guarantee 3-3-19 Confidential Information 3-3-20 Invitation for Bids 3-3-21 Request for Proposals 3-3-22 Withdrawal or Cancellation of Bids or Proposals 3-3-23 Retention of Professional Services; Requests for Qualifications 3-3-24 Construction Contracts 3-3-25 Emergency Procurements 3-3-26 Sole Source Procurement 3-3-27 Cooperative Purchasing 3-3-28 Protests; Informal and Formal 3-3-29 Debarments and Suspensions 3-3-30 Acceptance of Work Completed 3-3-31 Attestation of Contracts by Town Clerk Section 3-3-16 Applicability The bidding process set forth in this Article shall be utilized for all purchases not designated as eligible for purchases under petty cash, Open Market Purchase or small purchase in the Procurement Policy; provided, however, that the bidding process set forth in this Part may be supplemented by the Procurement Policy. Informal purchases (petty cash, Open Market Purchase and small purchases) shall be governed solely by the Procurement Policy; the Procurement Policy shall also designate the process for determining which bidding process will be required for all Procurements. Section 3-3-17 Public Notice A. Public notice of Invitations for Bids, Requests for Proposals or Requests for Qualifications shall be in a manner that is reasonable in the judgment of Procurement Agent given the commercial context of the Solicitation. The advertisement shall specifically state the character of the Town purchase contemplated. Notice may be given in any publication that is reasonably available to prospective bidders in the judgment of Procurement Agent. For purposes of this Article, reasonable notice shall be defined as (1) not less than five business days for an Invitation for Bids and (2) not less than 21 Days for a Request for Proposals or a Request for Qualifications; provided, however, that any such notice shall comply with the ARiz. REv. STAT. § 9-812 and 34-201, as amended. B. Public notice shall also be provided in a manner that is reasonable in the judgment of the Procurement Agent in publications of limited circulation, with the intent to encourage 2789159.6 12 Fountain Hills Town Code participation of as many qualified Businesses as reasonably possible, including disadvantaged business enterprise firms. Section 3-3-18 Bonds A. The Procurement Agent may require a Bid or Proposal Guarantee be submitted with any Bid or Proposal. The Procurement Agent may waive the Bid or Proposal Guarantee requirement if he finds that the requirement will have a significant negative impact on the ability of disadvantaged business enterprises to compete for Town purchases or if he determines, in his reasonable discretion, that such waiver is in the Best Interests of the Town. The Procurement Agent shall require a Bid or Proposal Guarantee for Construction Contracts pursuant to ARIZ. REV. STAT. § 34-201(A), as amended. B. Performance Bonds and Payment Bonds shall be submitted prior to execution of any Contract for Construction or Exempt Construction. Section 3-3-19 Confidential Information A. If a Person believes that a Bid, Proposal, Offer, or Specification contains information that should be withheld from public disclosure, a statement advising the Procurement Agent of this belief and the basis for exemption from such disclosure shall accompany this submission and the information shall be specifically identified wherever it appears. B. The Procurement Agent shall make a determination whether the information shall be subject to public disclosure and shall advise in writing the party submitting the information of the final determination. C. All information contained in the Proposals shall be deemed as temporarily exempt from public disclosure based on the Town's need to avoid disclosure of contents prejudicial to competing Offerors during the process of negotiation. The Proposals shall not be open for public inspection until after Contract award. Except to the extent the Offeror designates, and the Town concurs, trade secrets or other proprietary Data contained in the Proposal shall remain exempt from public disclosure only to the extent permitted by law. Section 3-3-20 Invitation for Bids A. When the Procurement Policy directs that an Invitation for Bids shall be utilized for Procurement, the Invitation for Bids shall include Specifications and all contractual terms and conditions applicable to the Procurement. B. Bids shall be by sealed Proposals only and under such regulations as may be prescribed by the Procurement Agent. The Procurement Agent shall have the power to reject any or all Bids, and to advertise for Bids again. 2789159.6 13 Fountain Hills Town Code C. Bids shall be opened publicly in the presence of one or more witnesses at the time and place designated in the Invitation for Bids. The amount of each Bid, and such other relevant information as the Procurement Agent deems appropriate, together with the name of each bidder, shall be recorded; the record of Bids shall be open to public inspection immediately, but individual Bids shall be open to public inspection only after the Contract is awarded. D. Bids shall be unconditionally accepted without alteration or correction, except as authorized by this Article. Bids shall be evaluated based upon the requirements set forth in the Invitation for Bids, which may include criteria to determine acceptability such as inspection, testing quality, workmanship, delivery and suitability for a particular purpose. Those criteria that will affect the Bid Price and be considered in evaluation for award shall be objectively measurable, such as discounts, transportation costs and total or life cycle costs. The Invitation for Bids shall set forth the evaluation criteria to be used. No criteria may be used in Bid evaluation that is not set forth in the Invitation for Bids, this Article or the Procurement Policy. E. Correction or withdrawal of inadvertently erroneous Bids before or after Bid Opening, or cancellation of awards or Contracts based on such Bid mistakes, may be permitted where appropriate at the Town's sole discretion. After Bid Opening, no changes in Bid Prices or other provisions of Bids prejudicial to the interest of the Town or fair competition shall be permitted. In lieu of Bid correction, a low bidder alleging a material mistake of fact may be permitted to withdraw its Bid in the sole discretion of the Town and only if one of the following occurs: 1. The mistake is clearly evident on the face of the Bid document but the intended correction Bid is not similarly evident. 2. The bidder submits evidence that clearly and convincingly demonstrates that a mistake was made. All decisions to permit the correction or withdrawal of Bids, or to cancel award or Contracts based on Bid mistakes, shall be supported by a written determination made by the Procurement Agent. F. The Contract shall be awarded to the Offeror that is determined to be a Responsive Bidder and a Responsible Bidder and whose Bid (1) is the lowest cost and (2) meets the requirements and criteria set forth in the Invitation for Bids. The amount of applicable transaction privilege or use tax of the Town shall be included in the Bid prices and shall not be a factor in determining the net lowest Bid. In the event the lowest responsive and responsible Bid for a Construction project exceeds available funds as certified by the Procurement Agent, and such Bid does not exceed such funds by more than five percent, the Procurement Agent is authorized, when time or economic considerations preclude re -solicitation of work of a reduced scope, to negotiate an adjustment of the Bid Price with the low Responsive Bidder and Responsible Bidder in order to bring the Bid within the amount of available funds. Any such negotiated adjustment shall be based only upon eliminating independent deductive items specified in the Invitation for Bids. 2789159.6 14 Fountain Hills Town Code G. When it is considered impractical to initially prepare a purchase description to support an award based on Price, an Invitation for Bids may be issued requesting the submission of unpriced offers to be followed by an Invitation for Bids limited to those bidders whose offers have been determined to be technically acceptable under the criteria set forth in the first Solicitation. H. All Vendors and contractors must be in compliance, at the time set for opening the Bid, with all applicable (1) state, federal and county laws, rules and regulations and (2) Town codes, ordinances and regulations. Section 3-3-21 Request for Proposals A. When the Procurement Agent determines that the use of an Invitation for Bids is either not practicable or not advantageous to the Town, a Contract may be entered into by use of the competitive sealed Proposals or other approved methods that are defined as a Request for Proposals. B. Proposals shall be solicited through a written Request for Proposals. C. Proposals shall be submitted at the time and place designated in the Request for Proposals. D. As provided in the Request for Proposals, discussions may be conducted with Responsible Offerors who submit Proposals determined to be reasonably susceptible to being selected for award for the purpose of clarification to ensure full understanding of, and responsiveness to, the Solicitation requirements. Offerors shall be accorded fair treatment with respect to any opportunity for discussion and revision of Proposals and such revisions may be permitted after submissions and before the award for the purpose of obtaining best and final offers. In conducting discussions, there shall be no disclosure of any information derived from Proposals submitted by competing proposers. E. The award shall be made to the Offeror that is determined to be a Responsible Offeror and a Responsive Offeror whose Proposal is determined, in writing, to be the most advantageous to the Town and best meets the overall needs of the Town taking into consideration only the evaluation factors set forth in the Request for Proposals. The Request for Proposals shall state the relative importance of Price and other evaluation factors; specific numerical weighing is not required. The amount of applicable transaction privilege or use tax of the Town shall be included in the Bid prices and shall not be a factor in determining the net lowest Bid. F. The Contract file shall contain the basis upon which the award is made. G. All Vendors and Contractors must be in compliance, at the time set for opening the Proposal, with all applicable (1) state, federal and county laws, rules and regulations and (2) Town codes, ordinances and regulations. 2789159.6 15 Fountain Hills Town Code Section 3-3-22 Requests for Qualifications A. The Town may procure Professional Services by soliciting statements of qualifications for providing such services. The Town may procure such Professional Services by direct selection pursuant to the Procurement Policy, subject to the limitations in ARiz. REv. STAT., Title 34, as amended. If determined by the Procurement Agent to be inappropriate for direct selection, Professional Services shall be procured through the use of statements of qualifications as follows: 1. The Procurement Agent shall give adequate notice of the need for such services through a Request for Qualifications. The request shall describe the services required, list the types of information and Data required of each Offeror and state the relative importance of particular qualifications. 2. Persons engaged in providing the designated types of Professional Services may submit statements of qualifications in providing such Professional Services. 3. The Procurement Agent may appoint a committee to review qualifications. If appointed, the committee shall consist of the Procurement Agent and one or more professionals licensed, registered or admitted to the profession that is the subject of the Procurement. Discussions with Offerors who submit Proposals may be conducted to determine qualifications for further consideration. Award shall be made to the Offeror determined, in writing, to be the best qualified. Compensation shall be negotiated after an award is made. 4. The Procurement Agent shall conduct negotiations with the Offeror determined to be the most qualified to establish fair and reasonable compensation. If compensation cannot be agreed upon with the best qualified Offeror, then negotiations will be formally terminated with the selected Offeror. If Proposals were submitted by one or more other Offerors determined to be qualified, negotiations may be conducted with such other Offeror or Offerors, in the order of their respective qualification ranking, and the Contract may be awarded to the Offeror then ranked best qualified if the amount of compensation is determined to be fair and reasonable. 5. The Contract award shall be made to the Offeror determined in writing by the Procurement Agent or authorized designee to be best qualified based upon (a) the evaluation factors set forth in the Request for Qualifications and (b) agreement between the Town and the Offeror as to fair and reasonable compensation. Section 3-3-23 Construction Contracts All Construction Contracts for public improvement projects shall be awarded in accordance with Aiuz. REv. STAT., Title 34, as amended. Public competitive bidding is not required for Exempt Construction Contracts; the requirements of this Article shall apply. In the event of a conflict 2789159.6 16 Fountain Hills Town Code between this Chapter and ARiz. REv. STAT., Title 34, as amended, the provisions of Title 34 shall govern. Section 3-3-24 Withdrawal or Cancellation of Bids or Proposals A. Prior to opening of the Bids or Proposals, the Invitation for Bids or the Request for Proposals may be delayed or canceled, or any or all Bids or Proposals may be rejected, in whole or in part, by the Procurement Agent, when determined to be in the Best Interests of the Town. B. After opening of the Bids or Proposals, the Procurement Agent may reject all Bids or Proposals. C. A bidder or proposer may withdraw its Bid at any time prior to Bid Opening or the deadline for receipt of the Bid or Proposal by delivering written notice to the Procurement Agent. Section 3-3-25 Emergency Procurements. Notwithstanding any other provisions of this Article, in the event of an Emergency, the Procurement Agent may make or authorize Emergency Procurements based upon a threat to the public health, welfare, property or safety. Such Emergency Procurements shall be made with such competition as is practicable under the circumstances and in conformance with the Procurement Policy. The written determination for the Emergency and the selection of the Contractor shall be included in the Contract file. Section 3-3-26 Non -Competitive Procurement A Procurement may be made or Contract awarded by the Procurement Agent without competition only pursuant to the process set forth in the Procurement Policy. Non-competitive Procurement shall be avoided, except when no reasonable alternatives exist. A record of non-competitive Procurements shall be maintained as a public record. Section 3-3-27 Cooperative Purchasing A. The Procurement Agent shall have the authority to (1) participate with a state, other political subdivisions of a state and the federal government for the Procurement of Materials or Services with Cooperative Purchasing agreements including through on-line Procurement processes and (2) directly enter into agreements with Vendors who have been awarded Contracts with other governmental entities for Materials and Services, provided the Procurement methods of the other party comply with the intent of this Article. B. If a Procurement under this Section involves the expenditure of state or federal assistance or Contract monies, the Procurement Agent shall comply with state or federal law and regulations which are mandatory and which are not reflected in this Article or guidelines adopted by the Town. It shall be the responsibility of the requesting department to 2789159.6 17 Fountain Hills Town Code provide the Procurement Agent with the applicable acquisition requirements concurrent with its requisition. Section 3-3-28 Protests; Informal and Formal A. Any Interested Parry to a Contract may protest (1) a Solicitation issued by the Town, (2) a proposed award of a Town Contract, (3) the rejection of a request for changes, including a Change Order or (4) Debarment from the Procurement process of the Town, by filing a written informal protest containing the protestor's name, address and telephone number, identification of the Contract, a detailed statement of the legal and factual grounds of the protest, including copies of all relevant documents and the specific relief requested. B. Protests shall be filed with the Procurement Agent within five Days from the time the alleged instance occurred. The Procurement Agent will make the initial contact in an attempt to resolve the matter. C. The Procurement Agent shall render a decision in writing within 15 Days from the date the informal protest is filed. Copies of the decision shall be furnished to all interested parties by first class mail at the last address on file with the Town. If the Procurement Agent fails to render a decision within the required period, the informal protest shall be deemed denied and a formal protest may be filed. D. After conclusion of the informal protest process, any Interested Party to a Contract may file a formal appeal protesting (1) a Solicitation issued by the Town, (2) a proposed award of a Town Contract, (3) the rejection of a request for changes, including a Change Order, (4) Debarment from the Procurement process of the Town or (5) denial of an informal protest, by filing a formal protest in the manner provided by this Section. E. A formal protest shall be in writing signed by an authorized parry, containing the protestor's name, address and telephone number, identification of the Contract, a detailed statement of the legal and factual grounds of the protest, including copies of all relevant documents and the specific relief requested. F. The formal protest shall be filed within five business days following (1) the decision of the Procurement Agent on an informal protest or (2) the end of the 15 -Day informal protest process, if no decision was issued. G. The formal protest shall be heard by a hearing officer appointed by the Procurement Agent for such purposes within 10 business days after filing of the formal protest, unless extended by the hearing officer. H. The hearing officer (i) may (a) reject the protest in whole or in part or (b) sustain the protest in whole or in part and (ii) shall provide for an appropriate remedy. In determining an appropriate remedy, the hearing officer shall consider the circumstances surrounding the Procurement or proposed Procurement including, but not limited to the seriousness of the Procurement deficiency, the degree of prejudice to other Interested Parties or to the 2789159.6 18 Fountain Hills Town Code integrity of the Procurement system, the good faith of the parties, the extent of performance, costs to the Town, the urgency of the Procurement and the impact of the relief upon the Town. Section 3-3-29 Debarments and Suspensions The Procurement Agent has the sole authority to debar or suspend a Vendor from participating in a Town Procurement. The Vendor may be suspended or debarred based upon the following factors: A. The Vendor does not have sufficient financial ability, equipment or personnel to perform the Contract. B. The Vendor has repeatedly breached contractual obligations to public or private agencies. C. The Vendor fails to comply with the requests of a background investigation. Section 3-3-30 Acceptance of Work Completed A. Notice of Acceptance. When a contracting party providing Materials or Services to the Town makes a request for acceptance by the Town of work as completed, the Procurement Agent or authorized designee shall indicate acceptance on behalf of the Town on a certificate of final completion or other form designated for that purpose. Until the notice of acceptance is issued, no public work completed on behalf of the Town shall be considered as the property of the Town, and the Town shall assume no responsibility therefore. B. Release of Retainage; Conditions. The Town shall not release any funds due but which are held as retainage until the Contract administrator is satisfied that the work has been completed in accordance with the Specifications of the Contract. Section 3-3-31 Attestation of Contracts by Town Clerk All Contracts entered into by the Town shall be attested to by the Town Clerk and shall not be binding on the Town until so attested. The Town Clerk shall retain the original of all Contracts and agreements according to the retention schedule adopted by the Council and shall provide to the Procurement Agent such documents as are necessary for orderly administration of the Town's business. 2789159.6 19 RESOLUTION 2016-36 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, ADOPTING THE TOWN OF FOUNTAIN HILLS PROCUREMENT POLICY DATED DECEMBER 1, 2016. BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. The Town of Fountain Hills Procurement Policy dated December 1, 2016 (the "Procurement Policy"), is hereby adopted in substantially the form and substance attached hereto as Exhibit A. SECTION 2. If any section, subsection, sentence, clause, phrase or portion of this Resolution or any part of the Procurement Policy adopted herein by reference is for any reason to be held invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions thereof. SECTION 3. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby authorized and directed to take all steps and to execute all documents 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, December 1, 2016. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Linda M. Kavanagh, Mayor REVIEWED BY: Grady E. Miller, Town Manager 2819985.1 Bcvclyn J. Bender, Town Clerk APPROVED AS TO FORM: Andrew J. McGuire, Town Attorney EXHIBIT A TO RESOLUTION 2016-36 [Procurement Policy] See following pages. 2819985.1 Town of Fountain Hills Procurement Policy December 1, 2016 1995051.7 Town of Fountain Hills Procurement Policy Table of Contents Section 1. Town of Fountain Hills Policy................................................................................1 Section 2. Employee Responsibility.........................................................................................1 Section 3. General Procurement Provisions.............................................................................. l Section 4. Items Not Subject to Competitive Selection Requirements.....................................3 Section 5. Informal Procurement Methods (Under $50,000) ...................................................3 Section 6. Formal Procurement Processes ($50,000 or Greater)............................................10 Section 7. Professional and Construction Services.................................................................13 Section 8. Construction Projects.............................................................................................13 Section 9. Pre -Qualification Lists/Register.............................................................................13 Section 10. Cooperative Procurement.......................................................................................14 Section 11. Noncompetitive Procurement................................................................................15 Section 12. Amendments to Solicitations -Addenda................................................................17 Section 13. Receipt and Opening of Bids, Proposals, and Statements of Qualifications .........18 Section 14 Contract Management and Vendor Payment........................................................18 1995051.7 1 Town of Fountain Hills Procurement Policy 1. Town of Fountain Hills Policy. It is the policy of the Town of Fountain Hills (the "Town") to promote and facilitate economical and timely acquisitions from sources of supplies, equipment and services necessary for Town Departments to accomplish their assigned responsibilities, while ensuring a fair and open process that maximizes competition. It is the policy of the Town that the acquisition process is carried out in compliance with the Town Procurement Code, which is set forth in Article 3-3 of the Fountain Hills Town Code (the "Procurement Code") and ordinances and the administrative policies and procedures set forth herein (the "Procurement Policy"). The Town Manager or authorized designee (the "Procurement Agent") is charged with the responsibility of implementing the Procurement Code and this Procurement Policy. Capitalized terms used in this Procurement Policy and not otherwise defined shall have the meaning set forth in the Procurement Code. 2. Employee Responsibility. Each Town Employee involved in the procurement process is responsible for reviewing, understanding and complying with the Procurement Code, applicable ordinances and this Procurement Policy. If there are any questions or concerns relative to either the applicable policies or procedures, or the ability of the Employee to respond effectively to the requirements of the procedures, then it is the responsibility of the Employee to bring such matters to the attention of the Town Manager immediately. Any purchase utilizing Town funds, regardless of dollar amount, must be for a valid public purpose. 3. General Procurement Provisions. 3.1 Procurement Agent Responsible. The Procurement Agent shall be informed and involved in all Formal Solicitation discussions and decisions. 3.2 Applicability of Procurement Regulations. All Town purchases and contracts for goods and services shall be subject to the rules and regulations of the Procurement Code and this Procurement Policy. 3.3 Competition. All reasonable attempts shall be made to obtain competitive bids or proposals by appropriate solicitation method, as prescribed in this Procurement Policy. 3.4 Buffet. Purchases shall not be contracted for or made unless sufficient funds have been budgeted in the year in which the term of the contract commences. Funds must be re -appropriated for each subsequent year or part of a year within the term of the contract. 3.5 IT Purchase. Purchase of any technology or communications goods or services must undergo review and approval of the Network and Information Technology Administrator. 1995051.7 Town of Fountain Hills Procurement Policy 3.6 Fragmentation Prohibited. There shall be no fragmentation or division of contracts or purchase orders in order to circumvent the provisions of the Procurement Code or this Procurement Policy. 3.7 Special Conditions. The Procurement Agent must be notified of any specific procurement requirements of any grant, gift bequest or cooperative agreement by the procuring Department. 3.8 Publicity. All reasonable attempts shall be made to promote wide -spread awareness of anticipated purchases or contract opportunities to applicable vendors, contractors and suppliers. 3.9 Multi -department Contracts. When it is advantageous to the Town, Town -wide contracts should be initiated for use by one or multiple Town Departments for those services or supplies routinely purchased. 3.10 Town Attorney Preparation. All contracts are to be drawn under the supervision of the Town Attorney. 3.11 Town Attorney Review. Contracts for services and labor require review by the Town Attorney, regardless of dollar amount. Procurement of commodities by Open Market Purchase may be made without additional Town Attorney review so long as the vendor executes a purchase order containing the standard terms and conditions prepared by the Town Attorney. 3.12 On-going Contracts. The Town shall fully justify and directly negotiate a reasonable price for the services for instances in which either (A) maintenance, support or membership is required and there is no possibility of price competition; or (B) continuity of services is deemed in the best interest of the Town and continuity cannot be ensured with a competitive process. 3.13 Revenue Contracts. Generally, a competitive process shall be used to solicit offers from interested parties for no -cost or revenue-producing arrangements. 3.14 Department Monitoring. Contracts shall be monitored by the requesting Department for compliance, which Department shall be responsible for expiration and renewal requirements. Departments shall ensure that fully executed copies of their respective contracts, including all amendments, bonds and certificates of insurance, are on file with the Town Clerk. 3.15 Trials; Demonstrations. Vendor demonstrations, free trials or testing of products or services shall require a vendor's signed Statement of Vendor Understanding (Form FHPP3.15) with approval from the requesting Department director. Demonstration or trials of products with an estimated purchase price exceeding $5,000 must be approved by the Town Manager. The Town shall not be obligated 1995051.7 2 Town of Fountain Hills Procurement Policy to purchase any equipment, product or services provided through demonstrations or testing periods. 3.16 Requisition; Purchase Order. Orders for goods and/or services shall not be placed without a requisition and purchase order in place, unless the purchase: (A) has been made utilizing an approved alternative procurement method such as purchasing card, emergency purchase or petty cash reimbursement; and (B) follows the applicable portions of the Procurement Code and this Procurement Policy for such purchases. 3.17 Point of Contact. The Employee listed on the cover page of a solicitation shall be the single point of contact for inquiries regarding such Town solicitation. 3.18 Confidentiality of Evaluation. Completion of a confidentiality statement is required of all solicitation evaluation team members. 4. Items Not Subiect to Competitive Selection Requirements. 4.1 Utilities. Utilities, communications and other public services that are not subject to competition are exempt from this Procurement Policy; provided, however, that any agreements for such services shall be reviewed and approved by the Town Attorney. 4.2 Ancillary Goods and Services. Goods or services that are not specifically provided for in an agreement entered into pursuant to this Procurement Policy may be provided according to such agreement only if. (A) the Town Manager or authorized designee determines, in writing, that such unspecified goods or services are clearly necessary and incidental or ancillary to the goods or services provided for in the agreement; and (B) the agreement is amended to clearly include the incidental or ancillary services within the scope of work. 5. Informal Procurement Methods (Under $50,000). 5.1 Petty Cash Purchases ($1.00 — $50). Petty cash may be used for expendable items only. Such expenditures shall not exceed $50 and must be pre -approved by the procuring Department director. A request for petty cash reimbursement shall be accompanied by a valid receipt and certification of public purpose for the item purchased. 5.2 Open Market Purchases (Less than $10,000). Open market purchases do not require competitive quotations or bids; however, competitive quotations and bids should be obtained when practical. Usually, these purchases are routine in nature and obtaining quotations generally consumes more time than is worthwhile expending and shall, to the extent applicable, adhere to the Town's Municipal Sponsorship and Naming Rights Policy. 1995051.7 Town of Fountain Hills Procurement Policy A. This procurement method does not apply to the procurement of Professional Services, Construction or Exempt Construction. B. Except as set forth in this Section 5.2, Open Market Purchases must be made in conformance with the Town's Procurement Code and this Procurement Policy. 5.3 Small Purchases ($10,000 — $49,999). A. Subject to the provisions of Section 7 below, the procuring Department shall obtain at least three written competitive quotations for small purchases. A lesser number of quotations may be acceptable, provided there are insufficient numbers of competitive vendors, as approved by the Department director and the Procurement Agent. The shortage of potential bidders available shall be supported by written notification and/or specifications provided to each vendor and written "No Bid" response. The Procurement Agent or designee may require Departments to obtain formal competitive bids or proposals for some small purchases. B. While the internet may be a valuable tool for investigating sources for goods and services, quotes taken directly from a search of the internet Web sites are not considered "written" quotes and will not be accepted for this type of purchase. C. Departments shall comply with the public notice and legal advertising requirements. The posting must include detailed specifications of product or services solicited. D. The method in this Section 5.3 does not apply to the procurement of Construction or Exempt Construction, which shall be procured according to Section 8 below. 5.4 No -Cost Procurement. A. Revenue producing or "no -cost" contracts that involve the provision of commodities or services provided to the Town in support of Town operations, functions, or programs through which the provider will benefit monetarily, are considered business opportunities shall, to the extent applicable, adhere to the Town's Municipal Sponsorship and Naming Rights Policy. B. Revenue producing or no -cost contracts must be awarded using a competitive process that is appropriate to the value, complexity and profile of the business opportunity. 1995051.7 4 Town of Fountain Hills Procurement Policy C. The Town has the authority to assist the contractor in designing, implementing and maintaining the standards of the provider's program. 5.5 Purchase Orders. A. The Procurement Agent shall provide forms of purchase order which shall be used for the purchase of all Materials and Services for or on behalf of the Town. B. Open purchase orders may be provided by the Procurement Agent for the routine purchase of regularly supplied items. An open purchase order shall be limited to a single source and shall not be valid for more than $10,000 in the aggregate. All open Purchase Orders shall expire at the end of the fiscal year of issuance and the expiration date shall be plainly stated on the face thereof. 5.6 Purchasing Cards. A. Town Departments are authorized to use the purchase card ("P -Card") for certain purchases. The individual purchase transaction limit and monthly spending limit are set based on the types of purchases an individual may need to make. P -Card spending limits apply to the total transaction, including taxes, delivery and installation. A Department wishing to increase the P -Card spending limit for purchases should submit a request to the Finance Director including a justification for the request, the purpose for which the card will be used, the spending limit requested and a description of internal controls in effect to prevent misuse. B. All P -Card transactions shall be in accordance with applicable law, the Town Procurement Code, this Policy and any other applicable accounting and budgeting rules, policies and procedures established by the Finance Division. C. The use of a P -Card by anyone other than the authorized cardholder is prohibited. D. The P -Card may only be used to acquire or pay for goods related to a valid public purpose. The P -Card is to be used solely for authorized Town expenditures incurred while conducting Town business during authorized duty hours. Use of the P -Card for personal expenditures is prohibited. Using the P -Card for any of the following is strictly prohibited: 1. To withdraw cash from ATMs or other sources. 2. To purchase traveler's checks or any other negotiable instrument. 1995051.7 5 Town of Fountain Hills Procurement Policy 3. To purchase alcoholic beverages or any illegal substance. 4. To purchase professional services of the type that requires a Form 1099 to be issued. In general, the types of services that require the issuance of a Form 1099 include payment of rent, miscellaneous income to independent contractors, medical and health care payments, or fees paid to accountants, attorneys, programmers, temporary help, etc. For additional guidance with respect to Form 1099 requirements and reporting, contact the Finance Division. 5. To make purchases exceeding the applicable spending limits. E. Dividing purchase transactions to circumvent purchase limits is prohibited. F. The P -Card may be used for travel -related expenses when such expenses are directly related to a conference attended by the P -Card holder. Hotel rooms may also be booked on the P -Card for meetings, conferences and other Town -authorized events. G. Unless otherwise prohibited, the P -Card may be used to conduct procurements by way of telephone or the Internet. H. Department responsibilities. 1. The Department director is responsible for all P -Card activity in her/his Department. The Department director shall: a. Review and approve the issuance of any P -Card to an employee. Submit approved requests to the Finance Director for issuance of the P -Card. P -Card request forms may be obtained from the Finance Director. b. Ensure that any employee to whom a P -Card is issued has been sufficiently trained to be familiar with the Town's P - Card and Purchasing policies and procedures. C. Distribute P -Card applications to candidates for P -Cards along with a copy of this Policy and the P -Card Agreement; receive and distribute new and replacement P -Cards. d. Monitor compliance with Town P -Card policies and procedures. It is the responsibility of the Department director to pursue full restitution, including penalties and interest from the cardholder, in the event of a cardholder's misuse of a P -Card. In the event of misuse, the Department 1995051.7 6 I. Town of Fountain Hills Procurement Policy director will report the incident to Human Resources for other disciplinary actions, up to and including dismissal. e. Review cardholder records at least quarterly to verify compliance with rules and policies and to confirm the appropriate use of P -Cards f. Log on to Smart Data Online to review and approve charges made by the cardholders. This must be done within three (3) days of receipt of billing statements. g. If an employee to whom a P -Card has been issued leaves the Town for any reason: Recover the P -Card prior to employee leaving town property. ii. Notify the Finance Director to cancel that P -Card. iii. Request that the Administrative Services Director place a hold on wages (up to the maximum limit of the P -Card issued to the employee) if the employee leaves the Town employment and fails to surrender the P -Card. iv. Document all appropriate files and forward the documentation to the Administrative Services Director to review for possible legal action. V. If not previously resolved by the cardholder, resolve any disputed transactions and document the resolution thereof. 2. The Department director may appoint a Departmental P -Card Administrator who will have the responsibility for reconciling, on a monthly or more frequent basis, all charges against statements of activity. 3. Late fees, delinquency charges and interest accrued are the responsibility of the Department. Cardholder Responsibilities. 1. A cardholder shall be an employee of the Town of Fountain Hills. 1995051.7 7 Town of Fountain Hills Procurement Policy 2. Before receiving a P -Card, employees must sign an affidavit of acknowledgement and understanding of these policies and procedures for use of the P -Card. This document authorizes withholding of money from wages if the card is misused or not returned upon separation from Town employment. 3. A cardholder shall: a. Maintain all receipts that document charges, credits or adjustments incurred on the P -Card. If original receipts are lost, the cardholder will contact the vendors to obtain duplicate receipts. b. Log on to Smart Data Online to review purchases and account coding for accuracy. C. Unless the employee's Department delegates this task to another employee, reconcile the monthly statement of activity against the purchasing activity conducted on the P - Card during that time frame (i.e., match receipts to statement of activity). Cardholders shall resolve any discrepancies on the monthly statement of activity, including charges for items returned to vendors, credit vouchers not appearing on the statement of activity, and disputes with either the vendor or the Town P -Card contractor. Any unresolved discrepancies shall be communicated to the Finance Division for resolution. d. Forward the reconciled statement of activity and the original receipts to the Department director for final approval and submission to the Finance Division for payment. e. Adhere to the limitations imposed upon the use of the P - Card. f. Immediately surrender the P -Card upon resignation, retirement or termination from Town service. If the P -Card is not surrendered upon such separation, the employee consents, in writing by signing the P -Card agreement, to the withholding of the amount of the P -Card limit from any wages or other amounts due the employee pending the reconciliation by the Town of the final monthly statement of activity for the P -Card. Use of a P -Card issued by the Town after separation from Town service is prohibited. 1995051.7 8 Town of Fountain Hills Procurement Policy 4. Except as otherwise herein provided, P -Cards are assigned to individual employees. It is the cardholder's responsibility to ensure the security of the P -Card and to ensure the use of the P - Card complies with this Policy. 5. If a P -Card is lost, misplaced, stolen or destroyed, this fact must be reported immediately to the Finance Director. In the case of a card that has been destroyed or otherwise rendered inoperative, the card to be replaced is to be returned to the Finance Director. Employees will be assessed a $5.00 fee for replacement of lost, stolen or misplaced P -Cards. 6. The cardholder may be personally liable for P -Card charges and may be required to reimburse the Town for P -Card transactions that are contrary to any applicable laws, rules, policies or procedures. 7. Improper use of the P -Card is subject to the appropriate disciplinary actions (up to and including dismissal and prosecution). J. Compliance Reviews. 1. Periodically, the Finance Division may perform compliance audits of all Departments. All P -Card -related information, including but not limited to the following, will be reviewed: a. Department policy and procedure documents. b. Documents supporting any appointments or delegation of duties. C. Cardholder agreements and related employee information. d. Reconciled, detailed statements of activity. e. Transactional information. f. Adherence to limits. g. All supporting documents and receipts. 2. A report of the findings resulting from a compliance audit will be issued to the Department director and the Town Manager. 1995051.7 9 Town of Fountain Hills Procurement Policy 6. Formal Procurement Processes ($50,000 or Greater). 6.1 General Provisions. A. Except as permitted in Section 7 below, there must be a formal solicitation process for expenditures or when the total contract value for a singular item, service or commodity will exceed $50,000 either as a one-time purchase or the aggregate cost or value over the contract term. B. The Procurement Agent shall ensure that Vendors are informed that they are responsible for reading all solicitation documents in their entirety, and that offering a bid or proposal in response to a solicitation is an offer to contract under the terms and conditions of the solicitation. C. The Procurement Agent and the applicable Department director are jointly responsible for ensuring compliance with all solicitation requirements. D. The Town will not reimburse any cost incurred by a vendor in preparing a bid, proposal or statement of qualifications. 6.2 Sealed Bidding — Invitation for Bids. A. The sealed bid method is preferred when it maximizes price competition by basing the selection among responsive, responsible bidders on price alone. B. The procuring Department shall contact the Procurement Agent to establish an Invitation for Bids (IFB). The Procurement Agent shall provide a solicitation number. C. The procuring Department shall determine the appropriate public release period and outreach based upon the nature of the solicitation. In making the determination, the procuring Department shall ensure compliance with requirements of applicable law, such as ARiz. REv. STAT. §§ 9-812 and 34-201, as amended, and Section 3-3-17 of the Town Code, as amended. D. The procuring Department shall provide the Procurement Agent with all information necessary to produce a complete IFB package, in a form suitable for public release. E. After public opening, bids shall be checked and analyzed for compliance with bid requirements and law by the Procurement Agent. F. The procuring Department shall be responsible for: (1) tabulating and verifying all bids to determine compliance with the specifications; and (2) preparing the necessary materials for Town Council action. 1995051.7 10 Town of Fountain Hills Procurement Policy G. Omissions on any item on the bid price sheet shall be deemed a "No Bid." H. All bid tabulations will be posted by the Procurement Agent on the Town's website after final verification of pricing and compliance with bid specifications. I. A full record of submissions, bid tabulations, disqualifications and notices of intent to award shall be kept on file according to the Town's adopted records management policy. 6.3 Request for Proposals. The Request for Proposals method is primarily intended to permit competition on quality and other factors, as well as on price. Requests for proposals shall not be solicited from Technical Registrants, which shall only be procured through the Request for Qualifications process in Section 6.4. A. The procuring Department shall contact the Procurement Agent to establish a Request for Proposals (RFP). The Procurement Agent shall provide a solicitation number. B. The procuring Department shall determine the appropriate public release period and outreach based upon the nature of the solicitation. In making the determination, the procuring Department shall ensure compliance with requirements of applicable law, such as ARiz. REv. STAT. §§ 9-812 and 34-201, as amended, and Section 3-3-17 of the Town Code, as amended. C. The procuring Department shall provide the Procurement Agent with all information necessary to prepare a complete RFP, in a form suitable for public release. D. After public opening, Proposals shall be checked and analyzed for compliance with solicitation requirements and law by the Procurement Agent, and distributed to the members of the Selection Committee with a comparison matrix and evaluation instructions. E. Firms under consideration will be evaluated by the Selection Committee composed of the Procurement Agent, the Department director procuring the services (or his/her designee), and any other staff that the Department director and Procurement Agent feel possess sufficient knowledge or relevant experience that would materially contribute to the evaluation. The Selection Committee may include outside professionals who can provide expertise not available from Town staff and shall include such professionals who are required by State law. Such outside professionals cannot represent a firm under consideration. F. Evaluations shall be tabulated by the Procurement Agent. Discussions and/or negotiations may be opened at this time with the firm selected to be 1995051.7 11 Town of Fountain Hills Procurement Policy the most qualified by the Selection Committee according to the scope of work. G. Original Proposal(s) of successful vendors shall be forwarded to the procuring Department for preparation of the item for Town Council action. H. The full record of submissions, summary of evaluations, disqualifications and notices of intent to award shall be kept on file according to the Town's adopted records management policy. 6.4 Request for Qualifications. The Request for Qualifications (RFQ) method is similar to the Request for Proposal method, except that qualifications are the determining factor in selection; price is not allowed to be considered. The RFQ is a request by the Town for detailed information concerning the qualifications of firms to provide professional services to the Town. A. The RFQ process is the preferred method for the selection of professional, Services, unless such services are direct -selected as permitted in Section 7 below. B. The procuring Department shall determine the appropriate public release period and outreach based upon the nature of the solicitation. In making the determination, the procuring Department shall ensure compliance with requirements of applicable law, such as ARiz. REv. STAT. §§ 9-812 and 34-201, as amended, and Section 3-3-17 of the Town Code, as amended. C. The procuring Department shall provide the Procurement Agent with all information necessary to prepare a complete RFQ, in a form suitable for public release. D. The Procurement Agent shall assist the Department in completing a Request for Qualifications. E. The procuring Department may request that RFQ specifications be prepared by contracted consulting firms. Contractors who are working on specifications to be used for competitive procurements shall be precluded from submitting qualifications on the resulting procurement. F. After public opening, statements of qualifications shall be checked and analyzed for compliance with solicitation requirements and law by the Procurement Agent, and distributed to the members of the Selection Committee with a comparison matrix and evaluation instructions. G. Firms under consideration will be evaluated by a Selection Committee composed of the Procurement Agent, the Department director procuring the services (or his/her designee), and any other staff who the Department 1995051.7 12 Town of Fountain Hills Procurement Policy director and the Procurement Agent feel possess sufficient knowledge or relevant experience to materially contribute to the evaluation. The Selection Committee may include outside professionals as necessary or as required by State law. The outside professional cannot represent a firm that has responded to the RFQ. H. Evaluations shall be tabulated by the Procurement Agent. Discussions and/or negotiations shall be opened at this time with the firm selected to be the most qualified by the Selection Committee. I. If negotiations with the first firm do not result in an agreement, negotiations shall be conducted with the next ranked firm, and so forth. 7. Exceptions for Professional Services. Professional services should, unless direct selection is deemed to be in the Town's best interest, be awarded using the competitive process pursuant to Section 6 above that is appropriate to the value, complexity and profile of the business opportunity. 7.1 Amount of $125,000 or Less. Professional Services in an amount of $125,000 or less may be procured by direct selection of qualified vendor. However, competitive proposals, quotations and/or bids should be obtained when practical and permitted by law. 7.2 Amount Greater than $125,000. Professional Services in an amount greater than $125,000 shall be procured only through a Request for Proposals (RFP) or a Request for Qualifications (RFQ), as applicable. 8. Construction Services. Construction is governed by ARIZ. REV. STAT. Title 34. The procuring Department is responsible for the development of the solicitation in accordance with requirements of Title 34 and the Procurement Code for all Construction services. Exempt Construction services may be direct -selected according to the process set forth in Section 7 above. 9. Pre -Qualification Lists/Register. A list of qualified professionals may be established for use in selection of service providers by following all the same actions applied in the RFQ process set forth above. Qualified lists are normally used to streamline future contracting processes for consultant services, thus eliminating the need for multiple RFQs for the same discipline. Qualified lists are usually for the benefit of the procuring Department(s), but unless expressly precluded by the RFQ, Council action or State law, the lists may be used by any Department. Departments are required to solicit proposals from multiple firms on a qualified list prior to making a contract recommendation. Pre - qualification of Technical Registrants must comply with the requirements of ARIZ. REV. STAT. § 34-101 et seq. 1995051.7 13 Town of Fountain Hills Procurement Policy 9.1 Dollar Thresholds for Pre -Qualified List. A. Anticipated Contract Amount Less than $125,000: The Contractor may be directly selected from the list. The selected Contractor must submit updated resumes and current project lists before contract is executed. B. Anticipated Contract Amount Between $125,000 - $250,000: A Selection Committee shall be formed, including, at a minimum, the Department project manager and other individuals with the technical expertise to evaluate proposals. Staff shall request and evaluate updated resumes, project lists and proposals based on the scope of services for the project before entering into negotiation for the final selection. A minimum of three proposals should be requested, and each proposal ranked. The selection process may include interviews and discussion from the highest ranked firm. The Selection Committee shall select the highest qualified firm based on written and/or oral evaluations. If negotiations with the first firm do not result in an agreement, negotiations shall be conducted with the next ranked firm, and so forth. C. Anticipated Contract Amount Exceeds $250,000: The Prequalified Consultants List may not be used, and the normal procurement process must be followed according to the Procurement Code and this Procurement Policy. 9.2 Equity Standards. Departments utilizing the Prequalified List shall ensure equitable treatment of all Contractors prequalified for Town projects. 10. Cooperative Procurement. 10.1 Described. Cooperative Purchasing is a method of inter -governmental purchasing in which a public purchaser has competitively selected and awarded a contract and allows other public purchasing agencies to purchase from the selected vendor under the same terms and conditions as the original contracting agency. 10.2 Equally Stringent. The Town is authorized to take advantage of purchasing contracts initiated, sponsored, conducted or administered by another public procurement unit, provided: (A) the program has been authorized by the governing body of the procurement unit; and (B) the procurement has been conducted by a competitive process at least as stringent as the Town's policy. 10.3 Form of Agreement. In order to utilize a cooperative contract, a Town Cooperative Purchase Agreement or Professional Services Agreement must first be in place. The procuring Department is responsible for verifying the existence of a valid underlying contract to which the Town's Cooperative Purchase Agreement or Professional Services Agreement may attach. If a cooperative agreement is already in place between the Town and the vendor in accordance with this Procurement Policy, the 1995051.7 14 Town of Fountain Hills Procurement Policy procuring Department may request an extension of the cooperative agreement so long as the underlying agreement is extended for at least the same term. 10.4 Legal Requests. Requests to the Town Attorney for use of a cooperative agreement must include all information necessary for the Town Attorney to draft the cooperative purchasing agreement including, but not limited to, the underlying contract, a scope of work and verification that the vendor is authorized to do business in Arizona. 11. Noncompetitive Procurement. In general, noncompetitive procurement methods should be avoided. In rare cases a needed purchase may fall into one or more noncompetitive categories. In these instances, a contract may be awarded or purchase made, provided the method appropriate to the procurement is properly documented. 11.1 Sole Source Procurement. Sole Source procurement shall be used only under circumstances where there is clear and convincing evidence that there is only one source available for the needed commodity or service. Any request by a Department that procurement be restricted to one potential Contractor shall be accompanied by an explanation as to why no other would be suitable or acceptable to meet the need. The Department requesting sole source procurement shall provide written evidence to support a sole source determination. A. In all instances the requesting Department must demonstrate that there was a serious, diligent effort to identify potential sources, test alternatives available, and provide adequate notice to potential vendors of the Town's need for a commodity or service. B. Upon the Department's determination that a sole source is necessary and appropriate, the Sole Source Justification (Form FHPPl l.1.B) must be completed for each sole source request. Requests received that do not include the completed Sole Source Justification form will be returned to the requesting Department. The justification information must be (1) submitted with all requests and (2) provided in sufficient detail to allow an informed decision on the request. C. All sole source requests must be sent to the Procurement Agent, who will review the sole source request and decide whether or not the sole source is adequately justified. D. The procuring Department shall determine the appropriate public release period and outreach based upon the nature of the solicitation. In making the determination, the procuring Department shall ensure compliance with requirements of applicable law, such as ARiz. REv. STAT. §§ 9-812 and 34-201, as amended, and Section 3-3-17 of the Town Code, as amended. 1995051.7 15 Town of Fountain Hills Procurement Policy E. Sole source requests that have been denied will be returned to the originating Department with instructions to prepare specifications for issuance of a competitive solicitation or to provide additional justification. 11.2 Competition Impractical Determination. Competition Impractical Determination (CID) shall be used only under circumstances where there is clear and convincing evidence that competitive solicitation is not in the best interests of the Town. A. In all instances the requesting Department must demonstrate that there was a serious, diligent effort to identify potential sources, test alternatives available, and provide adequate notice to potential vendors of the Town's need for a commodity or service or that costs exceed the benefit of open competition. B. Upon the Department's conclusion that a CID is necessary and appropriate, the CID Form (Form FHPP 11.2.13) must be completed. Requests received that do not include the completed CID Form will be returned to the requesting Department. The justification information submitted must provide in sufficient detail to allow an informed decision on the request to be made. C. All CID Forms must be sent to the Procurement Agent, who will review the CID and decide whether or not it is adequately justified. D. A CID that has been denied will be returned to the originating Department with instructions to prepare specifications for issuance of a competitive solicitation or to provide additional justification. 11.3 Emergency Procurement. Emergency Procurement, as authorized pursuant to Section 3-3-25 of the Town Code, shall be utilized only under circumstances when the delay in receiving needed products or services would seriously threaten: (i) the functioning of government; (ii) the preservation or protection of property; or (iii) the health or safety of any person. Although typical bidding procedures can be avoided, competition should be utilized to the extent practical and a contract, in a form approved by the Town Attorney, shall be executed. A. An Emergency Procurement exceeding $50,000 shall be supported by a declaration of an emergency by the Mayor or the Town Council, which may be, if necessary, in the form of ratification of a prior action of the Town Manager. B. Emergency Procurements under $50,000 may be approved by the Town Manager. 1995051.7 16 Town of Fountain Hills Procurement Policy C. A written determination of the basis for the emergency procurement shall be forwarded to the Procurement Agent for inclusion with the procurement and/or payment file. D. The Town Department seeking an Emergency Procurement shall prepare a written requisition, which may occur after the emergency procurement, if necessary, documenting the existence of an Emergency condition and explaining the Procurement need. The requisition shall be signed by the Department director. E. An Emergency Procurement shall be limited to those Materials, Services or Construction reasonably necessary to satisfy the Emergency need. 12. Amendments to Solicitations — Addenda. Prior to award of a Contract, Addenda may be issued due to changes in quantity, specifications, scope of work, delivery schedules, opening dates or plans/drawings. Addenda may also be required for correcting an ambiguous provisions or resolving conflicting provisions. 12.1 Changes following Pre-bid. A change or correction required as a result of a discussion during a pre-bid/pre-proposal conference requires an addendum to the Solicitation. A change to the written terms of the Solicitation must be done formally in writing through an addendum to the solicitation document. 12.2 Process for Changes. The procuring Department shall notify the Procurement Agent of the solicitation to be amended, identifying specific areas of the document that will be changed, deleted, or added. 12.3 Extensions of Time. An important matter to consider when issuing an addendum is whether or not to extend the time and date for receipt of offers. The impact of the changes must be carefully considered in light of the time it will take a prudent offeror to incorporate those changes. This includes the time impact on the work already done in preparing the bid or proposal. 12.4 Town Attorney Preparation. The Procurement Agent will authorize the procuring Department to submit the request for an Addendum to the Town Attorney's Office for drafting. 1995051.7 17 Town of Fountain Hills Procurement Policy 13. Receipt and Opening of Bids, Proposals, and Statements of Qualifications. 13.1 Bid Receipt. Sealed Bids received, Proposals and Statements of Qualifications shall be time -stamped on the envelope or shipping label (not box), recorded on the solicitation log and kept in a safe place by the Procurement Agent until the appointed day and time when they are publicly opened and read. It is important to note that Sealed Bids shall not be submitted only by facsimile or in an electronic format even though an electronic copy may be required as part of the hard copy submitted. 13.2 Late Bids. Late Bids shall not be accepted and shall be returned, unopened, to the bidder. 13.3 Bid Security. Certified checks and bid bonds, if required by the Department as bid or performance security, shall be received, examined for accuracy and recorded by the Procurement Agent. 13.4 Public Opening. Responses to Solicitations shall be opened publicly at the time, date and location as designated in the Solicitation document. Bid/proposal openings are generally scheduled for Wednesdays at 3:00 p.m. (local time, Phoenix, Arizona), but may be scheduled at such other time as determined by the Procurement Agent. A. Sealed Bids shall be opened at the appointed date and time by an Employee from the procuring Department. The respondent name, bid price, and other information deemed appropriate by the Procurement Agent shall be read aloud. All other bid information terms and conditions will not be read at this time. B. Sealed Proposals shall be opened at the appointed date and time by an Employee from the procuring Department. Only the names of the proposers submitting information are to be read. Prices, if included as part of the proposal, shall not be provided or read at that time. 13.5 File Keeping. Envelopes and/or shipping labels from boxes shall be kept in the procurement file until after the protest period for that solicitation has passed. For projects using federal funds (i.e. HUD), all competitive Sealed Bids must be date and time stamped upon receipt. These time and date stamped bid envelopes must be retained with the project files as required by federal guidelines to document compliance for audit purposes. 14. Contract Management and Vendor Payment. The procuring Department is responsible for ensuring commodities or service deliverables are in compliance with the scope and terms of the contract. The procuring Department director serves as the Town representative in determining the acceptance/rejection of goods and services and the 1995051.7 18 Town of Fountain Hills Procurement Policy conditions of acceptance or rejection and payment of the deliverables. Responsibilities include, but are not limited to the following: 14.1 Monitoring. Monitoring contract performance and ensuring compliance with all contract terms and conditions. 14.2 Renewals/Extensions. Ensuring timely renewal/extension and managing amendments to the contract through Town Attorney approved amendments signed by the persons duly authorized to enter into contracts on behalf of the Town and Contractor. 14.3 Updates. Maintaining current contact information and ensuring that all contract documents are correctly updated and deposited with the Town Clerk's Office. 1995051.7 19