HomeMy WebLinkAboutC2020-071 - Wood, Patel & Associates, INC Contract No. 2020-071
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
WOOD, PATEL & ASSOCIATES, INC.
THIS PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is entered into
as of March 09, 2020, between the Town of Fountain Hills, an Arizona municipal corporation
(the"Town") and Wood, Patel &Associates, Inc., a(n) Arizona corporation (the"Consultant").
RECITALS
A. Pursuant to Section 7.1 of the Town's Procurement Policy and Section 3-3-26
of the Town Code, the Town may directly select certain consultants for professional and
technical services.
B. The Consultant possesses the specific skill and experience required to provide
the Town with engineering design services related to Phase 1 of the Panorama Drive storm
drain removal and replacement project (the "Services").
C. The Town desires to enter into an Agreement with the Consultant to perform the
Services,more particularly set forth in Section 2 below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Town and the Consultant hereby agree as follows:
1. Term of Agreement. This Agreement shall be effective as of the date first set
forth above and shall remain in full force and effect until March 8, 2021 (the "Initial Term"),
unless terminated as otherwise provided in this Agreement. After the expiration of the Initial
Term, this Agreement may be renewed for up two successive one-year terms (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, (ii) at least 30 days prior to the end of the then-current term
of this Agreement, the Consultant requests, in writing, to extend this Agreement for an additional
one-year term and (iii) the Town approves the additional one-year term in writing (including any
price adjustments approved as part of this Agreement), as evidenced by the Town Manager's
signature thereon, which approval may be withheld by the Town for any reason. The
Consultant's failure to seek a renewal of this Agreement shall cause this Agreement to terminate
at the end of the then-current term of this Agreement; provided, however, that the Town may, at
its discretion and with the agreement of the Consultant, elect to waive this requirement and
renew this Agreement. The Initial Term and all Renewal Terms, if any, are collectively referred
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to herein as the "Term." Upon renewal, the terms and conditions of this Agreement shall remain
in full force and effect.
2. Scope of Work. Consultant shall provide the Services as set forth in the Proposal
attached hereto as Exhibit A and incorporated herein by reference.
3. Compensation. The Town shall pay the Consultant an aggregate amount not to
exceed $98,305.00, at the rates set forth in Exhibit A.
4. Payments. The Town shall pay the Consultant monthly, based upon work
performed and completed to date, and upon submission and approval of invoices. All invoices
shall document and itemize all work completed to date. Each invoice statement shall include a
record of time expended and work performed in sufficient detail to justify payment. This
Agreement must be referenced on all invoices.
5. Documents. All documents, including any intellectual property rights thereto,
prepared and submitted to the Town pursuant to this Agreement shall be the property of the
Town.
6. Consultant Personnel. Consultant shall provide adequate, experienced personnel,
capable of and devoted to the successful performance of the Services under this Agreement.
Consultant agrees to assign specific individuals to key positions. If deemed qualified, the
Consultant is encouraged to hire Town residents to fill vacant positions at all levels. Consultant
agrees that, upon commencement of the Services to be performed under this Agreement, key
personnel shall not be removed or replaced without prior written notice to the Town. If key
personnel are not available to perform the Services for a continuous period exceeding 30
calendar days, or are expected to devote substantially less effort to the Services than initially
anticipated, Consultant shall immediately notify the Town of same and shall, subject to the
concurrence of the Town, replace such personnel with personnel possessing substantially equal
ability and qualifications.
7. Inspection; Acceptance. All work shall be subject to inspection and acceptance
by the Town at reasonable times during Consultant's performance. The Consultant shall provide
and maintain a self-inspection system that is acceptable to the Town.
8. Licenses; Materials. Consultant shall maintain in current status all federal, state
and local licenses and permits required for the operation of the business conducted by the
Consultant. The Town has no obligation to provide Consultant, its employees or subcontractors
any business registrations or licenses required to perform the specific services set forth in this
Agreement. The Town has no obligation to provide tools, equipment or material to Consultant.
9. Performance Warranty. Consultant warrants that the Services rendered will
conform to the requirements of this Agreement and with the care and skill ordinarily used by
members of the same profession practicing under similar circumstances at the same time and in
the same locality.
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10. Indemnification. To the fullest extent permitted by law, the Consultant shall
indemnify, defend and hold harmless the Town and each council member, officer, employee or
agent thereof(the Town and any such person being herein called an "Indemnified Party"), for,
from and against losses, claims, damages, liabilities, costs and expenses (including, but not
limited to, reasonable attorneys' fees, court costs and the costs of appellate proceedings) to
which any such Indemnified Party may become subject, under any theory of liability whatsoever
("Claims"), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are
caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or
omissions, breach of contract, in connection with the work or services of the Consultant, its
officers, employees, agents, or any tier of subcontractor in the performance of this Agreement.
The amount and type of insurance coverage requirements set forth below will in no way be
construed as limiting the scope of the indemnity in this Section.
11. Insurance.
11.1 General.
A. Insurer Qualifications. Without limiting any obligations or
liabilities of Consultant, Consultant shall purchase and maintain, at its own expense,
hereinafter stipulated minimum insurance with insurance companies authorized to do
business in the State of Arizona pursuant to ARIz. REV. STAT. § 20-206, as amended, with
an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town.
Failure to maintain insurance as specified herein may result in termination of this
Agreement at the Town's option.
B. No Representation of Coverage Adequacy. By requiring insurance
herein, the Town does not represent that coverage and limits will be adequate to protect
Consultant. The Town reserves the right to review any and all of the insurance policies
and/or endorsements cited in this Agreement but has no obligation to do so. Failure to
demand such evidence of full compliance with the insurance requirements set forth in this
Agreement or failure to identify any insurance deficiency shall not relieve Consultant
from, nor be construed or deemed a waiver of, its obligation to maintain the required
insurance at all times during the performance of this Agreement.
C. Additional Insured. All insurance coverage, except Workers'
Compensation insurance and Professional Liability insurance, if applicable, shall name,
to the fullest extent permitted by law for claims arising out of the performance of this
Agreement, the Town, its agents, representatives, officers, directors, officials and
employees as Additional Insured as specified under the respective coverage sections of
this Agreement.
D. Coverage Term. All insurance required herein shall be maintained
in full force and effect until all work or services required to be performed under the terms
of this Agreement are satisfactorily performed, completed and formally accepted by the
Town,unless specified otherwise in this Agreement.
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E. Primary Insurance. Consultant's insurance shall be primary
insurance with respect to performance of this Agreement and in the protection of the
Town as an Additional Insured.
F. Claims Made. In the event any insurance policies required by this
Agreement are written on a"claims made"basis, coverage shall extend, either by keeping
coverage in force or purchasing an extended reporting option, for three years past
completion and acceptance of the services. Such continuing coverage shall be evidenced
by submission of annual Certificates of Insurance citing applicable coverage is in force
and contains the provisions as required herein for the three-year period.
G. Waiver. All policies, except for Professional Liability, including
Workers' Compensation insurance, shall contain a waiver of rights of recovery
(subrogation) against the Town, its agents, representatives, officials, officers and
employees for any claims arising out of the work or services of Consultant. Consultant
shall arrange to have such subrogation waivers incorporated into each policy via formal
written endorsement thereto.
H. Policy Deductibles and/or Self-Insured Retentions. The policies
set forth in these requirements may provide coverage that contains deductibles or self-
insured retention amounts. Such deductibles or self-insured retention shall not be
applicable with respect to the policy limits provided to the Town. Consultant shall be
solely responsible for any such deductible or self-insured retention amount.
I. Use of Subcontractors. If any work under this Agreement is
subcontracted in any way, Consultant shall execute written agreements with its
subcontractors containing the indemnification provisions set forth in this Agreement and
insurance requirements set forth herein protecting the Town and Consultant. Consultant
shall be responsible for executing any agreements with its subcontractors and obtaining
certificates of insurance verifying the insurance requirements.
J. Evidence of Insurance. Prior to commencing any work or services
under this Agreement, Consultant will provide the Town with suitable evidence of
insurance in the form of certificates of insurance and a copy of the declaration page(s) of
the insurance policies as required by this Agreement, issued by Consultant's insurance
insurer(s) as evidence that policies are placed with acceptable insurers as specified herein
and provide the required coverages, conditions and limits of coverage specified in this
Agreement and that such coverage and provisions are in full force and effect.
Confidential information such as the policy premium may be redacted from the
declaration page(s) of each insurance policy, provided that such redactions do not alter
any of the information required by this Agreement. The Town shall reasonably rely upon
the certificates of insurance and declaration page(s) of the insurance policies as evidence
of coverage but such acceptance and reliance shall not waive or alter in any way the
insurance requirements or obligations of this Agreement. If any of the policies required
by this Agreement expire during the life of this Agreement, it shall be Consultant's
responsibility to forward renewal certificates and declaration page(s)to the Town 30 days
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prior to the expiration date. All certificates of insurance and declarations required by this
Agreement shall be identified by referencing the RFP number and title or this Agreement.
A $25.00 administrative fee shall be assessed for all certificates or declarations received
without the appropriate RFP number and title or a reference to this Agreement, as
applicable. Additionally, certificates of insurance and declaration page(s) of the
insurance policies submitted without referencing the appropriate RFP number and title or
a reference to this Agreement, as applicable, will be subject to rejection and may be
returned or discarded. Certificates of insurance and declaration page(s) shall specifically
include the following provisions:
(1) The Town, its agents, representatives, officers, directors,
officials and employees are Additional Insureds as follows:
(a) Commercial General Liability — Under Insurance
Services Office, Inc., ("ISO") Form CG 20 10 03 97 or equivalent.
(b) Auto Liability — Under ISO Form CA 20 48 or
equivalent.
(c) Excess Liability — Follow Form to underlying
insurance.
(2) Consultant's insurance shall be primary insurance with
respect to performance of this Agreement.
(3) All policies, except for Professional Liability, including
Workers' Compensation, waive rights of recovery (subrogation) against Town, its
agents, representatives, officers, officials and employees for any claims arising
out of work or services performed by Consultant under this Agreement.
(4) ACORD certificate of insurance form 25 (2014/01) is
preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the
phrases in the cancellation provision "endeavor to" and "but failure to mail such
notice shall impose no obligation or liability of any kind upon the company, its
agents or representatives" shall be deleted. Certificate forms other than ACORD
form shall have similar restrictive language deleted.
11.2 Required Insurance Coverage.
A. Commercial General Liability. Consultant shall maintain
"occurrence" form Commercial General Liability insurance with an unimpaired limit of
not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed
Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy
shall cover liability arising from premises, operations, independent contractors, products-
completed operations, personal injury and advertising injury. Coverage under the policy
will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof,
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including but not limited to, separation of insured's clause. To the fullest extent allowed
by law, for claims arising out of the performance of this Agreement, the Town, its agents,
representatives, officers, officials and employees shall be cited as an Additional Insured
under ISO, Commercial General Liability Additional Insured Endorsement form CG 20
10 03 97, or equivalent, which shall read "Who is an Insured (Section II) is amended to
include as an insured the person or organization shown in the Schedule, but only with
respect to liability arising out of "your work" for that insured by or for you." If any
Excess insurance is utilized to fulfill the requirements of this subsection, such Excess
insurance shall be "follow form" equal or broader in coverage scope than underlying
insurance.
B. Vehicle Liability. Consultant shall maintain Business Automobile
Liability insurance with a limit of$1,000,000 each occurrence on Consultant's owned,
hired and non-owned vehicles assigned to or used in the performance of the Consultant's
work or services under this Agreement. Coverage will be at least as broad as ISO
coverage code "1" "any auto"policy form CA 00 01 12 93 or equivalent thereof. To the
fullest extent allowed by law, for claims arising out of the performance of this
Agreement, the Town, its agents, representatives, officers, directors, officials and
employees shall be cited as an Additional Insured under ISO Business Auto policy
Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance
is utilized to fulfill the requirements of this subsection, such Excess insurance shall be
"follow form"equal or broader in coverage scope than underlying insurance.
C. Professional Liability. If this Agreement is the subject of any
professional services or work, or if the Consultant engages in any professional services or
work in any way related to performing the work under this Agreement, the Consultant
shall maintain Professional Liability insurance covering negligent errors and omissions
arising out of the Services performed by the Consultant, or anyone employed by the
Consultant, or anyone for whose negligent acts, mistakes, errors and omissions the
Consultant is legally liable, with an unimpaired liability insurance limit of $2,000,000
each claim and$2,000,000 annual aggregate.
D. Workers' Compensation Insurance. Consultant shall maintain
Workers' Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction over Consultant's employees engaged in the performance of
work or services under this Agreement and shall also maintain Employers Liability
Insurance of not less than $500,000 for each accident, $500,000 disease for each
employee and$1,000,000 disease policy limit.
11.3 Cancellation and Expiration Notice. Insurance required herein shall not
expire,be canceled, or be materially changed without 30 days' prior written notice to the Town.
12. Termination; Cancellation.
12.1 For Town's Convenience. This Agreement is for the convenience of the
Town and, as such, may be terminated without cause after receipt by Consultant of written notice
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by the Town. Upon termination for convenience, Consultant shall be paid for all undisputed
services performed to the termination date.
12.2 For Cause. If either party fails to perform any obligation pursuant to this
Agreement and such party fails to cure its nonperformance within 30 days after notice of
nonperformance is given by the non-defaulting party, such party will be in default. In the event
of such default, the non-defaulting party may terminate this Agreement immediately for cause
and will have all remedies that are available to it at law or in equity including, without limitation,
the remedy of specific performance. If the nature of the defaulting party's nonperformance is
such that it cannot reasonably be cured within 30 days, then the defaulting party will have such
additional periods of time as may be reasonably necessary under the circumstances,provided the
defaulting party immediately (A) provides written notice to the non-defaulting party and (B)
commences to cure its nonperformance and thereafter diligently continues to completion the cure
of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of
such termination for cause, payment shall be made by the Town to the Consultant for the
undisputed portion of its fee due as of the termination date.
12.3 Due to Work Stoppage. This Agreement may be terminated by the Town
upon 30 days' written notice to Consultant in the event that the Services are permanently
abandoned. In the event of such termination due to work stoppage, payment shall be made by
the Town to the Consultant for the undisputed portion of its fee due as of the termination date.
12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIz.
REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further
obligations by the Town or any of its departments or agencies if any person significantly
involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the
Town or any of its departments or agencies is, at any time while this Agreement or any extension
of this Agreement is in effect, an employee of any other party to this Agreement in any capacity
or a Consultant to any other party of this Agreement with respect to the subject matter of this
Agreement.
12.5 Gratuities. The Town may,by written notice to the Consultant, cancel this
Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future
employment, entertainment, gifts or otherwise, were offered or given by the Consultant or any
agent or representative of the Consultant to any officer, agent or employee of the Town for the
purpose of securing this Agreement. In the event this Agreement is canceled by the Town
pursuant to this provision, the Town shall be entitled, in addition to any other rights and
remedies,to recover and withhold from the Consultant an amount equal to 150%of the gratuity.
12.6 Agreement Subject to Appropriation. This Agreement is subject to the
provisions of ARIz. CONST. ART. IX, § 5 and ARIz. REV. STAT. § 42-17106. The provisions of
this Agreement for payment of funds by the Town shall be effective when funds are appropriated
for purposes of this Agreement and are actually available for payment. The Town shall be the
sole judge and authority in determining the availability of funds under this Agreement and the
Town shall keep the Consultant fully informed as to the availability of funds for this Agreement.
The obligation of the Town to make any payment pursuant to this Agreement is a current
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expense of the Town, payable exclusively from such annual appropriations, and is not a general
obligation or indebtedness of the Town. If the Town Council fails to appropriate money
sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding
fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town
and the Consultant shall be relieved of any subsequent obligation under this Agreement.
13. Miscellaneous.
13.1 Independent Contractor. It is clearly understood that each party will act in
its individual capacity and not as an agent, employee, partner,joint venturer, or associate of the
other. An employee or agent of one party shall not be deemed or construed to be the employee
or agent of the other for any purpose whatsoever. The Consultant acknowledges and agrees that
the Services provided under this Agreement are being provided as an independent contractor, not
as an employee or agent of the Town. Consultant, its employees and subcontractors are not
entitled to workers' compensation benefits from the Town. The Town does not have the
authority to supervise or control the actual work of Consultant, its employees or subcontractors.
The Consultant, and not the Town, shall determine the time of its performance of the services
provided under this Agreement so long as Consultant meets the requirements as agreed in
Section 2 above and in Exhibit A. Consultant is neither prohibited from entering into other
contracts nor prohibited from practicing its profession elsewhere. Town and Consultant do not
intend to nor will they combine business operations under this Agreement.
13.2 Applicable Law;Venue. This Agreement shall be governed by the laws of
the State of Arizona and suit pertaining to this Agreement may be brought only in courts in
Maricopa County,Arizona.
13.3 Laws and Regulations. Consultant shall keep fully informed and shall at
all times during the performance of its duties under this Agreement ensure that it and any person
for whom the Consultant is responsible abides by, and remains in compliance with, all rules,
regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the
following: (A) existing and future Town and County ordinances and regulations; (B) existing and
future State and Federal laws; and (C) existing and future Occupational Safety and Health
Administration standards.
13.4 Amendments. This Agreement may be modified only by a written
amendment signed by persons duly authorized to enter into contracts on behalf of the Town and
the Consultant.
13.5 Provisions Required by Law. Each and every provision of law and any
clause required by law to be in this Agreement will be read and enforced as though it were
included herein and, if through mistake or otherwise any such provision is not inserted, or is not
correctly inserted, then upon the application of either party, this Agreement will promptly be
physically amended to make such insertion or correction.
13.6 Severability. The provisions of this Agreement are severable to the extent
that any provision or application held to be invalid by a Court of competent jurisdiction shall not
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affect any other provision or application of this Agreement which may remain in effect without
the invalid provision or application.
13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement
represents the entire agreement of the parties with respect to its subject matter, and all previous
agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and
superseded by this Agreement. No representations, warranties, inducements or oral agreements
have been made by any of the parties except as expressly set forth herein, or in any other
contemporaneous written agreement executed for the purposes of carrying out the provisions of
this Agreement. This Agreement shall be construed and interpreted according to its plain
meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting
this Agreement. The parties acknowledge and agree that each has had the opportunity to seek
and utilize legal counsel in the drafting of, review of, and entry into this Agreement.
13.8 Assignment; Delegation. No right or interest in this Agreement shall be
assigned or delegated by Consultant without prior, written permission of the Town, signed by the
Town Manager. Any attempted assignment or delegation by Consultant in violation of this
provision shall be a breach of this Agreement by Consultant.
13.9 Subcontracts. No subcontract shall be entered into by the Consultant with
any other party to furnish any of the material or services specified herein without the prior
written approval of the Town. The Consultant is responsible for performance under this
Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely
manner pursuant to any subcontract shall be a material breach of this Agreement by Consultant.
13.10 Rights and Remedies. No provision in this Agreement shall be construed,
expressly or by implication, as waiver by the Town of any existing or future right and/or remedy
available by law in the event of any claim of default or breach of this Agreement. The failure of
the Town to insist upon the strict performance of any term or condition of this Agreement or to
exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or
the Town's acceptance of and payment for services, shall not release the Consultant from any
responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a
waiver of any right of the Town to insist upon the strict performance of this Agreement.
13.11 Attorneys' Fees. In the event either party brings any action for any relief,
declaratory or otherwise, arising out of this Agreement or on account of any breach or default
hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys'
fees and reasonable costs and expenses, determined by the court sitting without a jury, which
shall be deemed to have accrued on the commencement of such action and shall be enforced
whether or not such action is prosecuted through judgment.
13.12 Liens. All materials or services shall be free of all liens and, if the Town
requests, a formal release of all liens shall be delivered to the Town.
13.13 Offset.
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A. Offset for Damages. In addition to all other remedies at law or
equity, the Town may offset from any money due to the Consultant any amounts
Consultant owes to the Town for damages resulting from breach or deficiencies in
performance or breach of any obligation under this Agreement.
B. Offset for Delinquent Fees or Taxes. The Town may offset from
any money due to the Consultant any amounts Consultant owes to the Town for
delinquent fees, transaction privilege taxes and property taxes, including any interest or
penalties.
13.14 Notices and Requests. Any notice or other communication required or
permitted to be given under this Agreement shall be in writing and shall be deemed to have been
duly given if(A) delivered to the party at the address set forth below, (B) deposited in the U.S.
Mail, registered or certified, return receipt requested, to the address set forth below or (C) given
to a recognized and reputable overnight delivery service,to the address set forth below:
If to the Town: Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Attn: Grady E. Miller,Town Manager
With copy to: Pierce Coleman PLLC
4711 East Falcon Drive, Suite 111
Mesa,Arizona 85215
Attn: Aaron D. Arnson, Town Attorney
If to Consultant: Wood, Patel&Associates, Inc.
2051 West Northern Avenue#100
Phoenix, Arizona 85021
Attn: Nicholas E. Brown, PE
or at such other address, and to the attention of such other person or officer, as any party may
designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed
received (A) when delivered to the party, (B) three business days after being placed in the U.S.
Mail, properly addressed, with sufficient postage or (C) the following business day after being
given to a recognized overnight delivery service, with the person giving the notice paying all
required charges and instructing the delivery service to deliver on the following business day. If
a copy of a notice is also given to a party's counsel or other recipient, the provisions above
governing the date on which a notice is deemed to have been received by a party shall mean and
refer to the date on which the a and not its counsel or other recipient to which a copyof the
party, p
notice may be sent, is deemed to have received the notice.
13.15 Confidentiality of Records. The Consultant shall establish and maintain
procedures and controls that are acceptable to the Town for the purpose of ensuring that
information contained in its records or obtained from the Town or from others in carrying out its
obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or
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employees, except as required to perform Consultant's duties under this Agreement. Persons
requesting such information should be referred to the Town. Consultant also agrees that any
information pertaining to individual persons shall not be divulged other than to employees or
officers of Consultant as needed for the performance of duties under this Agreement.
13.16 Records and Audit Rights. To ensure that the Consultant and its
subcontractors are complying with the warranty under subsection 13.17 below, Consultant's and
its subcontractor's books, records, correspondence, accounting procedures and practices, and any
other supporting evidence relating to this Agreement, including the papers of any Consultant and
its subcontractors' employees who perform any work or services pursuant to this Agreement (all
of the foregoing hereinafter referred to as "Records"), shall be open to inspection and subject to
audit and/or reproduction during normal working hours by the Town, to the extent necessary to
adequately permit (A) evaluation and verification of any invoices, payments or claims based on
Consultant's and its subcontractors' actual costs (including direct and indirect costs and overhead
allocations) incurred, or units expended directly in the performance of work under this
Agreement and (B) evaluation of the Consultant's and its subcontractors' compliance with the
Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary
for the Town to audit Records as set forth in this subsection, Consultant and its subcontractors
hereby waive any rights to keep such Records confidential. For the purpose of evaluating or
verifying such actual or claimed costs or units expended, the Town shall have access to said
Records, even if located at its subcontractors' facilities, from the effective date of this Agreement
for the duration of the work and until three years after the date of final payment by the Town to
Consultant pursuant to this Agreement. Consultant and its subcontractors shall provide the Town
with adequate and appropriate workspace so that the Town can conduct audits in compliance
with the provisions of this subsection. The Town shall give Consultant or its subcontractors
reasonable advance notice of intended audits. Consultant shall require its subcontractors to
comply with the provisions of this subsection by insertion of the requirements hereof in any
subcontract pursuant to this Agreement.
13.17 E-verify Requirements. To the extent applicable under ARIz. REV. STAT.
§ 41-4401, the Consultant and its subcontractors warrant compliance with all federal
immigration laws and regulations that relate to their employees and their compliance with the E-
verify requirements under ARIZ. REV. STAT. § 23-214(A). Consultant's or its subcontractors'
failure to comply with such warranty shall be deemed a material breach of this Agreement and
may result in the termination of this Agreement by the Town.
13.18 Israel. Consultant certifies that it is not currently engaged in, and agrees
for the duration of this Agreement that it will not engage in a "boycott," as that term is defined in
ARIZ.REV. STAT. § 35-393, of Israel.
13.19 Conflicting Terms. In the event of any inconsistency, conflict or
ambiguity among the terms of this Agreement, the Proposal, any Town-approved invoices, and
the RFP,the documents shall govern in the order listed herein.
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13.20 Non-Exclusive Contract. This Agreement is entered into with the
understanding and agreement that it is for the sole convenience of the Town. The Town reserves
the right to obtain like goods and services from another source when necessary.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
•
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first set forth above.
"Town"
TOWN OF FOUNTAIN HILLS,
an Arizona municipal corporation
-Se:9) on
Grady E. M Town Manager
ATTEST:
izabeth . urke, Town Cl rk
APPR D AS TO FORM:
/s/Aaron D. Arnson
Aaron D. Arnson, Town Attorney
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
Onoknj,,, 01 , 2020, before me personally appeared Grady E. Miller, the
Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose
identity was proven to me on the basis of satisfactory evidence to be the person who he claims to
be, and acknowledged that he signed the above document, on behalf of the Town of Fountain
Hills.
LEI\Cke.711 -1-)Ar2AVY\-0--rYk*CIAA.
7�./,. CoMmission#569316 Notary Public
o,;.o' Expires June 30,2023
(Affix notary seal here)
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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"Consultant"
WOOD,PATEL&ASSOCIATES, INC.
a(n)Arizona corporation
By:
Name: Ac#/ LA5 C 2o,•,-1N/
Title: Vice' RizCSil7F
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On /eta.-vc z, 5 , 2020, before me personally appeared
Nf'c)34as , the y,'u P,r,e,s, .tt.- of WOOD, PATEL & ASSOCIATES,
INC., a(n) Arizona corporation, whose identity was proven to me on the basis of satisfactory
evidence to be the Vice Pic of the corporation.
JVUNPNli IS No Public Arizona �C tit r
Maricopa County
Commission p 5529 7] Notary ublic
My Comm.Expires Sep 9,2022
(Affix notary seal here)
4832-5568-0182 v.2
14
EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
WOOD, PATEL&ASSOCIATES, INC.
[Consultant's Proposal]
See following pages.
EXHIBIT A
SCOPE OF SERVICES
Panorama Drive Storm Drain Removal & Replacement (Phase 1)
1. Topographic Survey
WOODPATEL will collect topographic field survey information based on an approved agency datum. The
Topographic Survey will provide elevation and location data of relevant physical features and adjacent
improvements necessary for the design of the project. The survey area includes the north half street
(approximately 60 feet width, 3,000 feet length) of Panorama Drive and Panorama storm drain corridor east of
Saguaro Boulevard to the storm drain outlet.
2. Soil Borings and Geotechnical Report(Sub-Consultant Services)
WOODPATEL will utilize a sub-consultant to provide the soil borings and geotechnical services. A geotechnical
subsurface exploration will be performed in order to provide recommendations for CIPCP design. A report
summarizing these findings will be prepared for the Client's use, sealed by a Professional Licensed Engineer.
Fees for the sawcut and removal the existing pavement at the exploration locations is not included in this
service.
Specific tasks include the following:
A. Four(4)soil borings to a depth of fifteen (15)feet.
B. Representative soil samples will be obtained at approximately 800 feet intervals thereafter to the
specified depth using a split spoon sampler and the standard penetration procedures.
3. Cast-In-Place Concrete Pipe Design (Sub-Consultant Services)
WOODPATEL will utilize a sub-consultant to provide these services. CIPP design will be provided for the
replacement 48" diameter storm drain conduit with an assumed depth to invert of approximately eight(8)feet. It
is assumed the existing soils are acceptable for CIPP capable of being neatly excavated with vertical sides and
a semi-circular bottom. The above Geotechnical Report will be utilized for this CIPP design service.
An additional alternative of an alternative pipe material will be included for bidding purposes.
4. Paving &Storm Drain Plan & Profile and Specifications
WOODPATEL will prepare an Offsite/Public Paving and Storm Drain Plan & Profile in accordance with the
Town of Fountain Hills standards for 3,000 feet of 48 inch diameter CIPP and miscellaneous pavement repair.
The plan and profile will be prepared at a scale of 1"=20'. The plan will be based on agency direction and CIPP
design, with an additional alternative of alternative pipe material for bidding purposes, and will also include
catch basins, manholes, side inlets, trash racks and storm drains for nuisance water capture and conveyance.
Wet and dry utility crossing identification will be included based on agency and dry utility company provided
information. The plan will include the removal and replacement of gate sensor loops, pavement, curb and
gutter, sidewalk and landscaping removal and replacement (in kind). Technical specifications and an
Engineer's Opinion of Probable Costs will be included to support the civil engineering design work product. The
plan will include approximate quantities necessary for bidding and permitting purposes. Federal permitting,
Flood Insurance Program involvement and environmental services are not anticipated nor included for this
project. Landscaping architecture and irrigation design is not included.
5. Subsurface Utility Investigation (Sub-Consultant Services)
WOODPATEL will utilize a Utility Locating Service company to provide a vacuum truck to excavate potholes to
determine horizontal and vertical data regarding existing utilities near and around the proposed storm drain
alignment for design purposes. We have budgeted five (5) potholes. This information will be used to coordinate
storm drain design with the existing utilities.
WOODPATEL February 21,2020
Panorama Drive Storm Drain Pipe Replacement Page 2 of 9
6. Construction Management/Observation
WOODPATEL will observe construction of the proposed improvements according to the approved plan and
technical specifications. We will attend the pre-construction and final walk-through meetings, provide periodic
construction observations, based on contractor's progress and prepare a written summary of each site visit. As
completion of construction, we will review the storm drain as-built plan set for compliance with design standards
and related to any field changes made by the contractor during construction. WOODPATEL will notify the Client
of work not constructed in compliance with the required design standards. Work not constructed within agency
established tolerances will need to be resolved with the Client, and appropriate measures taken to comply.
Assumed construction time of 20 days.
7. As-built Survey and Record Drawing
Upon completion of construction of the project, WOODPATEL will prepare an As-Built Plan (Record Drawings)
for the project based on as-built data gathered by WOODPATEL surveyors including the specified construction
and installation on the approved Offsite/Public Paving and Storm Drain Plan. Copies (hard copy and electronic
file) of the record drawings will be submitted to the agency.
8. Design Services Allowance
Additional services other than those specified in this document may be required due to unforeseen conditions.
This allowance will allow WOODPATEL to respond and provide additional services without the execution of
additional contract documents. This is a general design services allowance and all tasks completed and
services provided under this allowance shall be identified and authorized by the Client in advance of services
performed. Allowances will be used only after requesting and receiving authorization from the Client.
P'a•orama Drive Outlet Channel & Nuisance Water Pump (Phase 2)
1. T. ,ographic Survey
WOO g-ATEL will collect topographic field survey information based on an approved a.- cy datum. The
Topograp Survey will provide elevation and location data of relevant physical f-. ures and adjacent
improvement ecessary for the design of the project. The survey area inclu.- the north half street
(approximately 10 S feet width, 700 feet length) of Panorama Drive storm drain ou - channel corridor.
2. Soil Borings, Soil Cem- 't Design and Geotechnical Report (Sub-Con tant Services)
WOODPATEL will utilize a s..-consultant to provide the soil borings .•: geotechnical services. A geotechnical
subsurface exploration will be p- armed in order to provide reco • endations for Soil Cement Slope Design. .
A report summarizing these finding ill be prepared for the lent's use, sealed by a Professional Licensed
Engineer. Specific tasks include the foil. ing:
A. One (1) soil borings to a depth of fiftee 1 eet.
B. Representative soil samples will be .. a •-d at approximately 800 feet intervals thereafter to the
specified depth using a split spoon ampler an. he standard penetration procedures
3. Pump Design (Sub-Consultant Se••ices)
WOODPATEL will utilize a sub- .nsultant to provide the nuisanc- ater pump, controls, and electrical service
design. Permit application .--paration, if any, including MCESD, A6 R or other agency is assumed to be
completed by the Client . d is not included.
4. Channel Gradin! 'Ian & Profile and Specifications
WOODPAT will prepare an Offsite/Public Grading Plan & Profile in accordance h the Town of Fountain
Hills stan►.rds for 600 feet of channel outlet design. The plan and profile will be prepar-. at a scale of 1"=20'.
The .• ign will include permeable material, but suitable for cleanout of debris and sedim-' erosion control
erials for channel bottom and/or banks (if/where needed) and nuisance water pum. ocation and
connection. Technical specifications will be included to support the civil engineering design wo product,
including soil cement stabilization based on Geotechnical Report recommendations.
WOODPATEL February 21,2020
Panorama Drive Storm Drain Pipe Replacement Page 3 of 9
Construction Management/Observation
•ODPATEL will observe construction of the proposed improvements according to the approved pl.- and
techn'..I specifications. We will attend the pre-construction and final walk-through meetings, pro - periodic
construct'. •bservations, based on contractor's progress and prepare a written summary of - site visit. As
completion of c• • truction, we will review the storm drain as-built plan set for compliance design standards
and related to any fie . hanges made by the contractor during construction. WOOD' • EL will notify the Client
of work not constructed in • pliance with the required design standards. Wo of constructed within agency
established tolerances will nee. , be resolved with the Client, and appro. e measures taken to comply.
6. As-built Survey and Record Drawing
Upon completion of construction of the project, •ODP ' will prepare an As-Built Plan (Record Drawings)
for the project based on as-built data gathered by b'4111 PATEL surveyors including the specified construction
and installation on the approved Offsite/Publi 'rading ' -n. Copies (hard copy and electronic file) of the
record drawings will be submitted to the as= cy.
7. Design Services Allowance
Additional services other t - those specified in this document may be require. • e to unforeseen conditions.
This allowance will al ► WOODPATEL to respond and provide additional service ithout the execution of
additional contr. documents. This is a general design services allowance and all . .s completed and
services pr• '.ed under this allowance shall be identified and authorized by the Client in adva •- of services
perfor •-.. Allowances will be used only after requesting and receiving authorization from the Client.
EXCLUSIONS
• The project is a removal and replacement matching existing pipe diameter, a hydrology and hydraulic analysis
is not included.
• Utility conflict relocation design
• Structural engineering/design
• Environmental permitting services and cultural resources services
• Construction traffic control design
• Landscape architecture and irrigation design
WOODPATEL February 21,2020
Panorama Drive Storm Drain Pipe Replacement Page 4 of 9
FEES
Panorama Drive Storm Drain Removal & Replacement (Phase 1)
1. Topographic Survey $6,670
2. Soil Borings and Geotechnical Report(Sub-Consultant Services) $14,850
3. Cast-In-Place Concrete Pipe Design (Sub-Consultant Services) $5,750
4. Paving &Storm Drain Plan &Profile and Specifications $41,400
5. Subsurface Utility Investigation (Sub-Consultant Services) $4,600
6. Construction Observation $12,145
7. As-built Survey and Record Drawing $7,890
8. Design Services Allowance $5,000
Subtotal $98,305
anorama Drive Outlet Channel & Nuisance Water Pump (Phase 2)
1. Topograp _ vey ',5,150
2. Soil Borings, Soil e :• Design and Geotechnical Report(Sub-Consultant Services.).... $5,650
3. Pump Design (Sub-Consulta - ices) $16,100
4. Channel Grading Plan &Profile and • ations $27,650
5. Construction Observation $12,145
6. As-built Survey and Record Drawing $6,075
7. Design Services Allowance $5,000
Subtotal $77,770
TOTAL $ 176,1
RETAINER
A $0 retainer is required to begin the professional services outlined above. This retainer will be applied to the final
project invoice per industry standard.
II
WOODPATEL February 21,2020
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