HomeMy WebLinkAboutC2021-022 - Kimley-Horn and Associates, INC Contract No. 2020-022
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
KIMLEY-HORN AND ASSOCIATES,INC.
THIS PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is entered into as
of November 17, 2020, between the Town of Fountain Hills, an Arizona municipal corporation
(the "Town") and Kimley-Horn and Associates, Inc., a North Carolina corporation (the
"Consultant").
RECITALS
A. Pursuant to Section 7.1 of the Town's Procurement Policy and Section 3-3-26 of
the Town Code, the Town may directly select certain consultants for professional and technical
services.
B. The Consultant possesses the specific skill and experience required to provide the
Town with engineering design services related to an intersection study for Palisades and Fountain
Hills Blvd.
C. The Town desires to enter into an Agreement with the Consultant to perform the
Services,more particularly set forth in Section 2 below.
AGREEMENT
NOW,THEREFORE, in consideration of the foregoing introduction and recitals,which are
incorporated herein by reference, the following mutual covenants and conditions, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Town and the Consultant hereby agree as follows:
1. Term of Agreement.This Agreement shall be effective as of the date first set
forth above and shall remain in full force and effect until November 16, 2021 (the "Initial Term"),
unless terminated as otherwise provided in this Agreement. After the expiration of the Initial Term,
this Agreement may be renewed for up two successive one-year terms (the "Renewal Term") if(i)
it is deemed in the best interests of the Town, subject to availability and appropriation of funds for
renewal, (ii) at least 30 days prior to the end of the then-current term of this Agreement, the
Contractor requests, in writing, to extend this Agreement for an additional one-year term and (iii)
the Town approves the additional one-year term in writing (including any price adjustments
approved as part of this Agreement),as evidenced by the Town Manager's signature thereon,which
approval may be withheld by the Town for any reason. The Contractor's failure to seek a renewal
of this Agreement shall cause this Agreement to terminate at the end of the then-current term of this
Agreement;provided, however, that the Town may, at its discretion and with the agreement of the
Contractor, elect to waive this requirement and renew this Agreement. The Initial Term and the
Renewal Term are collectively referred to herein as the "Term." Upon renewal, the terms and
conditions of this Agreement shall remain in full force and effect.
2 Scope of Work. Consultant shall provide the Services as set forth in the
Scopes of Work attached hereto as Exhibit A incorporated herein by reference.
3. Compensation. The Town shall pay the Consultant an amount not to exceed
$21,480.00 for the Services at the rates set forth attached hereto as Exhibit A.
4. Payments. The Town shall pay the Consultant upon receipt of a monthly
invoice submitted to the Town for services provided by Consultant. All invoices shall
summarize the work completed in each month. Monthly reports may be attached as an
addendum to the invoice to provide the necessary detail for payment justification. This
Agreement must be referenced on all invoices.
5. • Documents. The Town acknowledges that all consulting-related advice
(written or oral) given by the Consultant to the Town in connection with this agreement is
intended solely for the benefit of and use by the Town. The Town agrees to treat all
consulting-related advice received from the Consultant (written or oral) confidentially and
agrees not publish, distribute, or disclose in any manner any consulting-related advice
developed or received without prior authorization from the Consultant. The Consultant
however shall be allowed to use the Town's name positively in publications, websites, etc.
solely as part of the Consultant's business promotion. All documents not noted as
proprietary by the Consultant, including any intellectual property rights thereto, prepared
and submitted to the Town pursuant to this Agreement shall be the property of the Town.
6. Consultant Personnel. Consultant shall provide adequate, experienced
personnel, capable of and devoted to the successful performance of the Services under this
Agreement. Consultant agrees to assign specific individuals to key positions. If deemed
qualified, the Consultant is encouraged to hire Town residents to fill vacant positions at all
levels. The Consultant may from time to time retain the services of additional experienced
consultants, not as subcontractors but through strategic alliance agreements, who are
capable of and devoted to the successful performance of the Services under this Agreement.
Any additional consultants may be retained only as necessary for specific purposes and
expertise to assist the Consultant with the successful performance of the Services under this
agreement. Retention contracted through a strategic alliance agreement is strictly between
the Consultant and the contractor and does not create additional financial burden upon the
Town beyond the terms of this Agreement. The Consultant shall notify the Town Manager
within five(5)business days of any additional contractor.
7. Inspection; Acceptance. All work shall be subject to inspection and
acceptance by the Town at reasonable times during Consultant's performance. The
Consultant shall provide and maintain a self-inspection system that is acceptable to the
Town.
8. Licenses; Materials. Consultant shall maintain in current status all federal,
state and local licenses and permits required for the operation of the business conducted by
the Consultant. The Town has no obligation to provide Consultant, its employees or
subcontractors any business registrations or licenses required to perform the specific
services set forth in this Agreement.The Town has no obligation to provide tools,equipment
or material to Consultant.
9. Performance Warranty. Consultant warrants that the Services rendered will
conform to the requirements of this Agreement and with the care and skill ordinarily used
by members of the same profession practicing under similar circumstances at the same time
and in the same locality.
10. Indemnification. Each party agrees to indemnify the other from all claims
for damages, liabilities, expenses, or judgments(including interest,penalties, reasonable
attorneys' fees, accounting fees, and expert witness fees)that may incur and that may arise
from: (a)the Consultant's gross negligence or willful misconduct; (b)the Consultant's
breach of any of its obligations or representations under this agreement; (c)the
Consultant's breach of its express representation that it is an independent contractor; (d)
the Client's breach or alleged breach of, or its failure or alleged failure to perform under,
any agreement to which it is a party; or(e)the Client's breach of any of its obligations or
representations under this agreement.
11. Insurance.
11.1 General.
A. Insurer Qualifications.Without limiting any obligations or liabilities
of Consultant, Consultant shall purchase and maintain, at its own expense, hereinafter
stipulated minimum insurance with insurance companies authorized to do business in the
State of Arizona pursuant to ARIZ.REV. STAT. §20-206,as amended,with an AM Best,
Inc. rating of A- or above with policies and forms satisfactory to the Town. Failure to
maintain insurance as specified herein may result in termination of this Agreement at the
Town's option.
B. No Representation of Coverage Adequacy. By requiring insurance
herein, the Town does not represent that coverage and limits will be adequate to protect
Consultant. The Town reserves the right to review any and all of the insurance policies
and/or endorsements cited in this Agreement but has no obligation to do so. Failure to
demand such evidence of full compliance with the insurance requirements set forth in this
Agreement or failure to identify any insurance deficiency shall not relieve Consultant from,
nor be construed or deemed a waiver of, its obligation to maintain the required insurance
at all times during the performance of this Agreement.
C. Additional Insured. All insurance coverage, except Workers'
Compensation insurance and Professional Liability insurance,if applicable, shall name the
Town, to the fullest extent permitted by law for claims arising out of the performance of
this Agreement, as an Additional Insured as specified under the respective coverage
sections of this Agreement.
D. Coverage Term. All insurance required herein shall be maintained
in full force and effect until all work or services required to be performed under the terms
of this Agreement are satisfactorily performed, completed and formally accepted by the
Town,unless specified otherwise in this Agreement.
E. Primary Insurance. Consultant's insurance shall be primary
insurance with respect to performance of this Agreement and in the protection of the Town
as an Additional Insured.
F. Claims Made. In the event any insurance policies required by this
Agreement are written on a"claims made"basis, coverage shall extend, either by keeping
coverage in force or purchasing an extended reporting option, for three years past
completion and acceptance of the services. Such continuing coverage shall be evidenced
by submission of annual Certificates of Insurance citing applicable coverage is in force and
contains the provisions as required herein for the three-year period.
G. Waiver. All policies, except for Professional Liability, including
Workers' Compensation insurance, shall contain a waiver of rights of recovery
(subrogation)against the Town, its officials,officers and employees for any claims arising
out of the work or services of Consultant.Consultant shall arrange to have such subrogation
waivers incorporated into each policy via formal written endorsement thereto.
H. Policy Deductibles and/or Self-Insured Retentions. The policies set
forth in these requirements may provide coverage that contains deductibles or self-insured
retention amounts. Such deductibles or self-insured retention shall not be applicable with
respect to the policy limits provided to the Town. Consultant shall be solely responsible for
any such deductible or self-insured retention amount.
L Use of Subcontractors. If any work under this Agreement is
subcontracted in any way, Consultant shall execute written agreements with its
subcontractors containing the indemnification provisions set forth in this Agreement and
insurance requirements set forth herein protecting the Town and Consultant. Consultant
shall be responsible for executing any agreements with its subcontractors and obtaining
certificates of insurance verifying the insurance requirements.
J. Evidence of Insurance.As requested,the Consultant will provide the
Town with suitable evidence of insurance in the form of certificates of insurance and a
copy of the declaration page(s) of the insurance policies as required by this Agreement,
issued by Consultant's insurance insurer(s) as evidence that policies are placed with
acceptable insurers as specified herein and provide the required coverages, conditions and
limits of coverage specified in this Agreement and that such coverage and provisions are
in full force and effect. Confidential information such as the policy premium may be
redacted from the declaration page(s) of each insurance policy, provided that such
redactions do not alter any of the information required by this Agreement. The Town shall
reasonably rely upon the certificates of insurance and declaration page(s) of the insurance
policies as evidence of coverage, but such acceptance and reliance shall not waive or alter
in any way the insurance requirements or obligations of this Agreement. If any of the
policies required by this Agreement expire during the life of this Agreement, it shall be
Consultant's responsibility to forward renewal certificates and declaration page(s) to the
Town 30 days prior to the expiration date. All certificates of insurance and declarations
required by this Agreement shall be identified by referencing this Agreement. Certificates
of insurance and declaration page(s) shall specifically include the following provisions:
(1) The Town,its officers,directors,officials and employees are
Additional Insureds as follows:
(a) Commercial General Liability — Under Insurance
Services Office, Inc., ("ISO")Form CG 20 10 03 97 or equivalent.
(b) Auto Liability—Under ISO Form CA 20 48 or
equivalent.
(c) Excess Liability—Follow Form to underlying
insurance.
(2) Consultant's insurance shall be primary insurance with
respect to performance of this Agreement.
(3) All policies, except for Professional Liability, including
Workers' Compensation, waive rights of recovery (subrogation) against Town, its
agents, representatives, officers, officials and employees for any claims arising out
of work or services performed by Consultant under this Agreement.
(4) ACORD certificate of insurance form 25 (2014/01) is
preferred. If ACORD certificate of insurance form 25(2001/08)is used,the phrases
in the cancellation provision"endeavor to"and"but failure to mail such notice shall
impose no obligation or liability of any kind upon the company, its agents or
representatives" shall be deleted. Certificate forms other than ACORD form shall
have similar restrictive language deleted.
11.2 Required Insurance Coverage.
A Vehicle Liability. As may be required by the Town.
B Professional Liability. If this Agreement is the subject of any
professional services or work, or if the Consultant engages in any professional services or
work in any way related to performing the work under this Agreement,the Consultant shall
maintain Professional Liability insurance covering negligent errors and omissions arising
out of the Services performed by the Consultant, or anyone employed by the Consultant,
or anyone for whose negligent acts,mistakes,errors and omissions the Consultant is legally
liable, with an unimpaired liability insurance limit of $2,000,000 each claim and
$2,000,000 annual aggregate.
C Workers' Compensation Insurance. Consultant shall maintain
Workers' Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction over Consultant's employees engaged in the performance of
work or services under this Agreement and shall also maintain Employers Liability
Insurance of not less than$500,000 for each accident, $500,000 disease for each employee
and$1,000,000 disease policy limit.
11.3 Cancellation and Expiration Notice. Insurance required herein shall not
expire,be canceled, or be materially changed without 30 days' prior written notice to the Town.
12 Termination; Cancellation.
121 For Town's Convenience. This Agreement is for the convenience of the
Town, however the Agreement may be terminated (a) by either party on provision of 60 days'
written notice to the other party, with or without cause; (b)by either party for a material breach of
any provision of this Agreement by the other party if the other party's material breach is not cured
within 10 days of receipt of written notice of the breach; (c) by the Town at any time and without
prior notice if the Consultant is convicted of any crime or offense, or (d) upon the death of the
Consultant. After the termination date of this Agreement for any reason, the Town shall promptly
pay the Consultant for Services rendered plus any agreed upon additional expenses incurred before
the effective date of the termination.No other compensation,of any nature or type,will be payable
after the termination of this Agreement.
122 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.
123 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.
124 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.
125 Agreement Subject to Appropriation. This Agreement is subject to the
provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of
this Agreement for payment of funds by the Town shall be effective when funds are appropriated
for purposes of this Agreement and are actually available for payment. The Town shall be the sole
judge and authority in determining the availability of funds under this Agreement and the Town
shall keep the Consultant fully informed as to the availability of funds for this Agreement. The
obligation of the Town to make any payment pursuant to this Agreement is a current expense of
the Town,payable exclusively from such annual appropriations, and is not a general obligation or
indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the
amounts as set forth in this Agreement during any immediately succeeding fiscal year, this
Agreement shall terminate at the end of then-current fiscal year and the Town and the Consultant
shall be relieved of any subsequent obligation under this Agreement.
13. Miscellaneous.
13.1 Independent Contractor. It is clearly understood that each party will act in
its individual capacity and not as an agent, employee, partner,joint venturer, or associate of the
other. An employee or agent of one party shall not be deemed or construed to be the employee or
agent of the other for any purpose whatsoever. The Consultant acknowledges and agrees that the
Services provided under this Agreement are being provided as an independent contractor, not as
an employee or agent of the Town. Consultant, its employees and subcontractors are not entitled
to workers' compensation benefits from the Town. The Town does not have the authority to
supervise or control the actual work of Consultant, its employees or subcontractors. The
Consultant, and not the Town,shall determine the time of its performance of the services provided
under this Agreement so long as Consultant meets the requirements as agreed in Section 2 above
and in Exhibit A. Consultant is neither prohibited from entering into other contracts nor prohibited
from practicing its profession elsewhere. Town and Consultant do not intend to nor will they
combine business operations under this Agreement.
13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of
the State of Arizona and suit pertaining to this Agreement may be brought only in courts in
Maricopa County, Arizona. The Consultant and the Town mutually agree to pursue mediation or
alternative dispute resolution as a means to resolving issues between them prior to seeking remedy
in the courts.
13.3 Laws and Regulations. Consultant shall keep fully informed and shall at all
times during the performance of its duties under this Agreement ensure that it and any person for
whom the Consultant is responsible abides by, and remains in compliance with, all rules,
regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the
following: (A) existing and future Town and County ordinances and regulations; (B) existing and
future State and Federal laws; and (C) existing and future Occupational Safety and Health
Administration standards.
13.4 Amendments. This Agreement may be modified only by a written
amendment signed by persons duly authorized to enter into contracts on behalf of the Town and
the Consultant.
13.5 Provisions Required by Law. Each and every provision of law and any
clause required by law to be in this Agreement will be read and enforced as though it were included
herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly
inserted, then upon the application of either party, this Agreement will promptly be physically
amended to make such insertion or correction.
13.6 Severability. The provisions of this Agreement are severable to the extent
that any provision or application held to be invalid by a Court of competent jurisdiction shall not
affect any other provision or application of this Agreement which may remain in effect without
the invalid provision or application.
13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement
represents the entire agreement of the parties with respect to its subject matter, and all previous
agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and
superseded by this Agreement. No representations, warranties, inducements or oral agreements
have been made by any of the parties except as expressly set forth herein, or in any other
contemporaneous written agreement executed for the purposes of carrying out the provisions of
this Agreement.This Agreement shall be construed and interpreted according to its plain meaning,
and no presumption shall be deemed to apply in favor of, or against the party drafting
this Agreement. The parties acknowledge and agree that each has had the opportunity to seek
and utilize legal counsel in the drafting of,review of, and entry into this Agreement.
13.8 Assignment; Delegation. No right or interest in this Agreement shall be
assigned or delegated by Consultant without prior, written permission of the Town, signed by the
Town Manager. Any attempted assignment or delegation by Consultant in violation of this
provision shall be a breach of this Agreement by Consultant.
13.9 Subcontracts. No subcontract shall be entered into by the Consultant with
any other party to furnish any of the material or services specified herein without the prior notice
by the Consultant to the Town Manager.The Consultant is responsible for performance under this
Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely
manner pursuant to any subcontract shall be a material breach of this Agreement by Consultant.
13.10 Rights and Remedies. No provision in this Agreement shall be construed,
expressly or by implication, as waiver by the Town of any existing or future right and/or remedy
available by law in the event of any claim of default or breach of this Agreement. The failure of
the Town to insist upon the strict performance of any term or condition of this Agreement or to
exercise or delay the exercise of any right or remedy provided in this Agreement,or by law, or the
Town's acceptance of and payment for services, shall not release the Consultant from any
responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a
waiver of any right of the Town to insist upon the strict performance of this Agreement.
13.11 Attorneys' Fees. In the event either party brings any action for any relief,
declaratory or otherwise, arising out of this Agreement or on account of any breach or default
hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys'
fees and reasonable costs and expenses, determined by the court sitting without a jury,which shall
be deemed to have accrued on the commencement of such action and shall be enforced whether or
not such action is prosecuted through judgment.
13.12 Liens. All materials or services shall be free of all liens and, if the Town
requests, a formal release of all liens shall be delivered to the Town.
13.13 Offset.
A. Offset for Damages. In addition to all other remedies at law or
equity,the Town may offset from any money due to the Consultant any amounts Consultant
owes to the Town for damages resulting from breach or deficiencies in performance or
breach of any obligation under this Agreement.
B. Offset for Delinquent Fees or Taxes.The Town may offset from any
money due to the Consultant any amounts Consultant owes to the Town for delinquent fees,
transaction privilege taxes and property taxes, including any interest or penalties.
13.14 Notices and Requests. Any notice or other communication required or
permitted to be given under this Agreement shall be in writing and shall be deemed to have been
duly given if(A) delivered to the party at the address set forth below, (B) deposited in the U.S.
Mail,registered or certified,return receipt requested,to the address set forth below or(C)given to
a recognized and reputable overnight delivery service,to the address set forth below:
If to the Town: Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills,Arizona 85268
Attn: Grady E. Miller, Town Manager
With copy to: Pierce Coleman PLLC
4711 East Falcon Drive, Suite 111
Mesa,Arizona 85215
Attn: Aaron D. Arnson, Town Attorney
If to Consultant: Kimley-Horn and Associates, Inc.
7740 N 16th St. Suite 300,
Phoenix, Arizona 85020
Attn: Joel Varner,PE
or at such other address, and to the attention of such other person or officer, as any party may
designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed
received (A) when delivered to the party, (B) three business days after being placed in the U.S.
Mail, properly addressed, with sufficient postage or (C) the following business day after being
given to a recognized overnight delivery service, with the person giving the notice paying all
required charges and instructing the delivery service to deliver on the following business day. If a
copy of a notice is also given to a party's counsel or other recipient,the provisions above governing
the date on which a notice is deemed to have been received by a party shall mean and refer to the
date on which the party, and not its counsel or other recipient to which a copy of the notice may
be sent, is deemed to have received the notice.
13.15 Confidentiality of Records. The Consultant shall establish and maintain
procedures and controls that are acceptable to the Town for the purpose of ensuring that
information contained in its records or obtained from the Town or from others in carrying out its
obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or
employees, except as required to perform Consultant's duties under this Agreement. Persons
requesting such information should be referred to the Town. Consultant also agrees that any
information pertaining to individual persons shall not be divulged other than to employees or
officers of Consultant as needed for the performance of duties under this Agreement.
13.16 Records and Audit Rights. To ensure that the Consultant and its
subcontractors are complying with the warranty under subsection 13.17 below, Consultant's and
its subcontractor's books, records, correspondence, accounting procedures and practices, and any
other supporting evidence relating to this Agreement, including the papers of any Consultant and
its subcontractors' employees who perform any work or services pursuant to this Agreement (all
of the foregoing hereinafter referred to as "Records"), shall be open to inspection and subject to
audit and/or reproduction during normal working hours by the Town, to the extent necessary to
adequately permit (A) evaluation and verification of any invoices, payments or claims based on
Consultant's and its subcontractors' actual costs (including direct and indirect costs and overhead
allocations)incurred,or units expended directly in the performance of work under this Agreement
and (B) evaluation of the Consultant's and its subcontractors' compliance with the Arizona
employer sanctions laws referenced in subsection 13.17 below. To the extent necessary for the
Town to audit Records as set forth in this subsection, Consultant and its subcontractors hereby
waive any rights to keep such Records confidential.For the purpose of evaluating or verifying such
actual or claimed costs or units expended, the Town shall have access to said Records, even if
located at its subcontractors' facilities, from the effective date of this Agreement for the duration
of the work and until three years after the date of final payment by the Town to Consultant pursuant
to this Agreement. Consultant and its subcontractors shall provide the Town with adequate and
appropriate workspace so that the Town can conduct audits in compliance with the provisions of
this subsection. The Town shall give Consultant or its subcontractors reasonable advance notice
of intended audits. Consultant shall require its subcontractors to comply with the provisions of this
subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement.
13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-
4401,the Consultant and its subcontractors warrant compliance with all federal immigration laws
and regulations that relate to their employees and their compliance with the E-verify requirements
under ARIZ. REV. STAT. § 23-214(A). Consultant's or its subcontractors' failure to comply with such
warranty shall be deemed a material breach of this Agreement and may result in the termination of
this Agreement by the Town.
13.18 Israel. Consultant certifies that it is not currently engaged in, and agrees for
the duration of this Agreement that it will not engage in a "boycott," as that term is defined in
ARIZ. REV. STAT. § 35-393, of Israel.
13.19 Conflicting Terms. In the event of any inconsistency,conflict or ambiguity
among the terms of this Agreement, the Proposal, any Town-approved invoices, and the RFP,the
documents shall govern in the order listed herein.
13.20 Non-Exclusive Contract. This Agreement is entered into with the
understanding and agreement that it is for the sole convenience of the Town. The Town reserves
the right to obtain like goods and services from another source when necessary.
[SIGNATURES ON FOLLOWING PAGES]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first set forth above.
"Town"
TOWN OF FOUNTAIN HILLS,
an Arizona municipal corporation
11.Pl ° (Z - \\A:k
Grady E. Mille ,To Manager
ATTEST:
,�<c .ems! 6 A7,,..,,,,e____
E izabet . urke, Town Clerk
APPRO D AS TO FORM:
Aaron D. Amson, To m Attorney
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA)
On //. , 2020, before me personally appeared Grady E. Miller, the
Town Manager of the TOWN OF FOUNTAIN HILLS, an.Arizona municipal corporation,whose
identity was proven to me on the basis of satisfactory evidence to be the person who he claims to
i be,and acknowledged that he signed the above document,on behalf of the Town of Fountain Hills.
'''""Jt ELIZABETH A.BURKE Notary Pub
)"
t.:97 MAROPASlate°IVY
Commission S 553547
(Affix 44v� l 15.2022
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
t
"Consultant"
Kimley-Horn and Associates, Inc.
a North Carolina corporation K11AMr
11
By: aW°e__
Name: David J. Leistiko,P.E.
Title: Sr. Vice President
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
)ss.
COUNTY OF MARICOPA)
On A 3" ,2020, before me personally appeared) J14O lit S
Ad /
t,, the
.5k.Vi(1- ve )1 4-1 of Kimley-Horn and Associates, a North Carolina corporation, whose
identity was proven to},me on the basis of satisfactory evidence to be the
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(Affix notary seal here)
4810-8861-7377 v.1
1
EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
KIMLEY-HORN AND ASSOCIATES, INC.
[Scopes of Work]
See following pages.
Kimley>>>Horn
September 2, 2020
Mr. Justin Weldy
Public Works Director
Town of Fountain Hills
16705 E. Avenue of the Fountains
Fountain Hills, AZ 85268
Re: Fountain Hills Boulevard and Palisades Boulevard Intersection
Traffic Study Scope and Fee
Dear Mr. Weldy:
Kimley-Horn and Associates, Inc. ("Kimley-Horn" or "Consultant") is pleased to submit this
letter agreement (the "Agreement") to the Town of Fountain Hills ("Client" or "Town") for the
development of a Traffic Study for the intersection of Fountain Hills Boulevard and Palisades
Boulevard.
Project Understanding
Fountain Hills Boulevard currently has two through lanes and an 85-foot left turn lane in the
northbound approach, and has a left turn lane, a through lane, and shared through-right in
the southbound approach. Palisades Boulevard has a left turn lane, a through lane, and a
shared through-right lane in both approaches. The intersection is currently signalized and
has protected left turns on all approaches. The Town has observed queueing problems in
the northbound to westbound left turn approach due to high volumes associated with
Fountain Hills High School. The Town has requested the services of Kimley-Horn to conduct
a traffic study and evaluate the left turn storage length. The Town would also like to include
a signal timing review and recommendations as well as an evaluation for any safety
concerns at the intersection.
Scope of Services
Kimley-Horn will provide the services specifically set forth below.
Task 1. —Project Management and Meetings
a. Project management includes contract management and internal meetings with staff.
This task coordinates and administers the day-to-day operations of the project,
including organizing and filing project data and communication files, responding to
project correspondence including emails, performance of monthly budget updates,
and schedule monitoring. This task also includes the management of sub-
consultants, and interfacing and communication determined to be reasonably
necessary to keep stakeholders informed.
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b. Kimley-Horn will submit bi-weekly progress reports to the Town's Project Manager
summarizing tasks in progress, upcoming scheduled tasks, and identified design
issues.
c. This task includes the preparation of monthly invoices to the Town for services
performed.
d. Kimley-Horn will attend one (1) Project Kickoff Meeting, which will be scheduled
following the receipt of Notice to Proceed (NTP). The Project Kickoff Meeting will be
held virtually and will be scheduled in coordination with Town staff. Kimley-Horn will
be responsible for preparing the kick-off meeting agenda and submitting notes of the
meeting to the Town.
e. Kimley-Horn will attend up to two (2) Project Progress Meetings. Project progress
meetings may be in the form of analysis review or comment resolution meetings.
Meetings will be held virtually and will be scheduled at the request of the Town.
Kimley-Horn will be responsible for preparing the meeting agenda and submitting
notes of the meeting to the Town.
f. Project submittals and QA/QC are included as a part of this task:
i. The following submittals are included as a part of this contract:
(1) Draft Technical Memorandum, including recommendations and synchro
reports
(2) Final Technical Memorandum, including recommendations and synchro
reports
ii. Each submittal will include electronic PDF versions of the documents listed
above.
iii. Kimley-Horn will compile received comments into a Summary of Comments form
for the Draft Technical Memorandum. Kimley-Horn will provide comment
responses and will address comments prior to the Final Technical Memorandum
submittal.
iv. Kimley-Horn will perform internal quality control reviews prior to each submittal.
Task 2. —Data Collection and Build Model
a. The Town will furnish the latest traffic signal as-builts, crash data, past counts, and
existing signal timing plans at the intersection and provide to Kimley-Horn. Kimley-
Horn will review data and coordinate with the Town.
b. Kimley-Horn will conduct a field visit of the intersection to verify geometry, existing
timing, and to review conditions.
c. Kimley-Horn will utilize the information provided by the Town, existing timing, as well
as aerials and field notes to confirm geometry and to build a synchro model of the
intersection.
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d. The Town will collect new traffic counts in-house or using another contractor and
provide data to Kimley-Horn. Kimley-Horn will coordinate with the Town on
timeframes and hours of necessary data collection.
Task 3. —Traffic Analysis
a. Signal Timing Analysis:This task will include evaluating current signal timing,
specifically for all four left-turn movements, and make recommendations to improve
level of service and reduce intersection delay. Kimley-Horn will evaluate and create
signal timing plans for AM peak, Mid-day peak, PM peak, weekend peak, and off-
peak based on counts received from the Town.
b. Left-turn Storage Analysis: The purpose of the traffic analysis is to determine the
necessary storage length for the northbound left-turn. The anticipated turning
demand will be estimated using the Synchro 95th percentile queues and the required
turn storage for the northbound left-turn lane will be calculated.
c. Safety Analysis: Kimley-Horn will conduct a crash data analysis at the intersection to
identify crash patterns and trends. Kimley-Horn will evaluate countermeasures that
can be implemented to reduce crashes. Left-turn offset geometry will also be
evaluated to determine if improvements are required.
d. Recommendations: Based on the results found in the above three analyses, Kimley-
Horn shall provide recommendations for left turn storage, signal timing, and safety
improvements at the intersection. Relevant attachments will be provided. Two
submittals (draft and final) will be prepared in .pdf format. See Task 1 for more
information.
e. Documentation:The analyses and recommendations will be summarized into a Draft
Technical Memorandum. One set of comments will be received by the Town and
addressed in the Final Technical Memorandum. Relevant figures and data will be
provided as attachments.
Direct Expenses
a. Direct reimbursable expenses such as express delivery services, vehicular mileage,
and other direct expenses will be billed at cost. A summary of anticipated expenses
is shown in Appendix A of this document.
Services Not Included
Any other services, including but not limited to the following, are not included in this
Agreement:
• Preparation of Design plans, specifications, and estimate
• Attending more meetings than specifically described in the sections above
• Traffic counts
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Information Provided By Client
Kimley-Horn shall be entitled to rely on the completeness and accuracy of all information
provided by the Client or the Client's consultants or representatives. The Client shall provide
all information requested by Kimley-Horn during the project.
Schedule
Upon receipt of an executed contract, we will provide our services as expeditiously as
practicable according to a mutually agreed upon schedule.
Closure
We appreciate the opportunity to provide these services to you. Please contact me if you have
any questions.
Very truly yours,
KIMLEY-HORN AND ASSOCIATES, INC.
jitr;ge:2r -
By: Lina Bearat, P.E.
Project Manager
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APPENDIX A
FEE SUMMARY
kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix,AZ 85020 602 944 5500
Summary of Consultant's Compensation
1(1 m l ey>>> H o r n 7740 N.16th Street
Project Location: Fountain Hills and Palisades Suite 300
Project Description: Traffic Study Phoenix,AZ 85020
602.944.5500
9/2/2020
CONTRACT LABOR
Classification Man Hours Billable Rates Labor Costs
Senior Project Manager 5 $ 210.00 $ 1,050.00
Project Manager 40 $ 180.00 $ 7,200.00
Senior Professional 26 $ 160.00 $ 4,160.00
Professional 5 $ 140.00 $ 700.00
Analyst/Designer 61 $ 120.00 $ 7,320.00
Admin 5 $ 110.00 $ 550.00
Subtotal Contract Labor $ 20,980.00
DIRECT AND OUTSIDE EXPENSES
General Expenses $ 500.00
Subtotal Direct&Outside Expenses $ 500.00
TOTALS
Subtotal Contract Labor $ 20,980.00
Subtotal Direct&Outside Expenses $ 500.00
Subtotal Contract Fee $ 21,480.00
Subtotal Subconsultant Allowances $ -
Total Contract Fee&Allowances $ 21,480.00
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