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HomeMy WebLinkAboutC2021-031 - Kimley HornContract No. 2021-031 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 March 2, 2021, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Kimley-Horn and Associates, Inc., a North Carolina corporation (the “Consulta nt”). 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: a design concept report for a traffic signal at the intersection of Palisades and Palomino Blvd. (the “Services”). C. The Town desires to enter into an Agreement with the Co nsultant 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 condit ions, 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 1, 2022 (the “Initial Term”), unless terminated as otherwise provided in this Agreement. After the expiration of the Initial Ter m, 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 $49,027.00 for the Services at the rates set forth atta ched 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 justificati on. 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 s pecific 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 sp ecific 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 Cons ultant 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 Additiona l Insured. F. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three -year period. G. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its officials, officers and employees for any claims arising out of the work or services of Consultant. Consultant shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. H. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self- insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Consultant shall be solely responsible for any such deductible or self-insured retention amount. I. Use of Subcontractors. If any work under this Agreement is subcontracted in any way, Consultant shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Agreement and insurance requirements set forth herein protecting the Town and Consultant. Consultant shall be responsible for executing any agreements with its subcontractors and ob taining 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 p age(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 b y 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 sha ll 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 co ver obligations imposed by federal and state statutes having jurisdiction over Consultant’s employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit. 11.3 Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town. 12. Termination; Cancellation. 12.1 For Town’s Convenience. This Agreement is for the convenience of the Town, however the Agreement may be terminated (a) by either party on provision of 60 days’ written notice to the other party, with or without cause; (b) by either party for a material breach of any provision of this Agreement by the other party if the other party’s material breach is not cured within 10 days of receipt of written notice of the breach; (c) by the Town at any time and without prior notice if the C onsultant is convicted of any crime or offense, or (d) upon the death of the Consultant. After the termination date of this Agreement for any reason, the Town shall promptly pay the Consultant for Services rendered plus any agreed upon additional expenses incurred before the effective date of the termination. No other compensation, of any nature or type, will be payable after the termination of this Agreement. 12.2 Due to Work Stoppage. This Agreement may be terminated by the Town upon 30 days’ written notice to Consultant in the event that the Services are permanently abandoned. In the event of such termination due to work stoppage, payment shall be made by the Town to the Consultant for the undisputed portion of its fee due as of the termination date. 12.3 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further obligations by the Town or any of its departments or agencies if any person significantly involve d in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a Consultant to any other party of this Agreement with respect to the subject matter of this Agreement. 12.4 Gratuities. The Town may, by written notice to the Consultant, cancel this Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Consultant or any agent or representative of the Consultant to any officer, agent or employee of the Town for the purpose of securing this Agreement. In the event this Agreement is canceled by the Town pursuant to this provision, the Town shall be entitled, in addition to any other rights and remedies, to recover and withhold from the Consultant an amount equal to 150 % of the gratuity. 12.5 Agreement Subject to Appropriation. This Agreement is subject to the provisions of ARIZ. CONST. ART . IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of this Agreement for payment of funds by the Town shall be effective when funds are appropriated for purposes of this Agreement and are actually available for payment. The Town shall be the sole judge and authority in determining the availability of funds under this Agreement and the Town shall keep the Consultant fully informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is a current expense of the Town, payable exclusively from such annual appropriations, and is not a general obligation or indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town and the Consultant shall be relieved of any subsequent obligation under this Agreement. 13. Miscellaneous. 13.1 Independent Contractor. It is clearly understood that each party will act in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the other. An employee or agent of one party shall not be deemed or construed to be the employee or agent of the other for any purpose whatsoever. The Consultant acknowledges and agrees that the Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the Town. Consultant, its employees and subcontractors are not entitled to workers’ compensation benefits from the Town. The Town does not have the authority to supervise or control the actual work of Consultant, its employees or subcontractors. The Consultant, and not the Town, shall determine the time of its performance of the services provided under this Agreement so long as Consultant meets the requirements as agreed in Section 2 above and in Exhibit A. Consultant is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and Consultant do not intend to nor will they combine business operations under this Agreeme nt. 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 Agre ement 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 construe d, 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 re lief, 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 othe r 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 inspectio n and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit (A) evaluation and verification of any invoices, payments or claims based on Consultant’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (B) evaluation of the Consultant’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary for the Town to audit Records as set forth in this subsection, Consultant and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Consultant pursuant to this Agreement. Consultant and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this subsection. The Town shall give Consultant or its subcontractors reasonable advance notice of intended audits. Consultant shall require its subcontractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT . § 41- 4401, the Consultant and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT . § 23-214(A). Consultant’s or its subcontractors’ failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 13.18 Israel. Consultant certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a “boycott,” as that term is defined in ARIZ. REV. STAT. § 35-393, of Israel. 13.19 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Proposal, any Town-approved invoices, and the RFP, the documents shall govern in the order listed herein. 13.20 Non-Exclusive Contract. This Agreement is entered into with the understanding and agreement that it is for the sole convenience of the Town. The Town reserves the right to obtain like goods and services from another source when necessary. [SIGNATURES ON FOLLOWING PAGES] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation Grady E. Miller, Town Manager ATTEST: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGES] Grady E. Miller (Mar 9, 2021 08:07 MST) Grady E. Miller Elizabeth A. Burke (Mar 10, 2021 16:14 MST) Elizabeth A. Burke “Contractor” ____________________________________, By: Name: Title: Kimley-Horn and Associates, Inc. Senior Vice President Dave Leistiko kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 December 16, 2020 Mr. Justin Weldy Public Works Director Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 Re:Palisades Boulevard and Eagle Ridge/Palomino Drive Intersection Traffic Signal Warrant and Scoping Scope and Fee Dear Mr. Weldy: Kimley-Horn and Associates, Inc. (“Kimley-Horn” or “Consultant”) is pleased to submit this letter agreement (the “Agreement”) to the Town of Fountain Hills (“Client” or “Town”) to provide professional engineering services associated with the intersection of Palisades Boulevard and Eagle Ridge/Palomino Drive. PROJECT UNDERSTANDING Based on the information provided by Town Staff (including the data provided via email and meeting held on 08/13/2020), we understand the following: · Palisades Boulevard provides two vehicle lanes and bike lanes in each direction and is separated by a raised landscaped median. Eagle Ridge Drive serves as the west leg of the intersection and provides one vehicle lane and bike lanes in each direction and is separated by a raised landscaped median. Palomino Boulevard serves as the east leg of the intersection and provides one vehicle lane in each direction and a striped two-way left turn lane. The intersection is currently controlled as a four-way stop. · The Town would like to conduct a signal warrant analysis to determine if the intersection warrants the installation of a traffic signal. · As part of the traffic analysis, the Town would like to investigate the need for an eastbound exclusive right turn lane at the intersection. If eastbound right turn lane is warranted, there would be a need for right-of-way acquisition to install the improvements. Other potential impacts include an existing residential driveway (approximately 145 feet west of Palisades Boulevard) and utilities that exist behind existing back of sidewalk. · All approaches to the intersection have dedicated left turn lanes except for the northbound approach. The traffic analysis will also investigate the storage length requirements for an exclusive northbound left turn lane. In order to accommodate the Palisades Blvd & Eagle Ridge/Palomino Drive Intersection Traffic Signal Warrant and Scoping Rev. December 16, 2020 / Page 2 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 installation of exclusive left turn lane, improvements to the intersection would be necessary, including median, pavement, landscape restoration, and striping. · Horizontal and vertical curvature exists on Palisades Boulevard. Sight distance will be evaluated on Palisades Boulevard on both approaches to the intersection to determine the extent of the visibility constraints and define the additional signal equipment and advanced warning devices necessary to mitigate the potential visibility constraints. · The west leg of the intersection (Eagle Ridge) falls within City of Scottsdale jurisdiction. We understand that the west leg is maintained by the Community Homeowners Association (HOA). Improvements on this leg would require coordination with the City of Scottsdale and HOA to gain input on the proposed improvements and clarify funding, operations and maintenance of the intersection. · The Town is preparing a Town Master Transportation Plan. Kimley-Horn will coordinate with the Town and their consultant to define the planned improvements for the intersection as part of the transportation plan. This scope of work is summarized as conducting a traffic signal warrant study to determine whether a traffic signal is warranted, if an eastbound right turn lane is warranted, and the storage length requirements for northbound left turn lane and eastbound right. The scope also includes a scoping document. The scoping document will provide the Town with a conceptual intersection design, will summarize the right-of-way and utility impacts, and will provide a preliminary engineer’s opinion of probable cost (EOPC) for planning and programming the final design and construction of the intersection improvements. SCOPE OF SERVICES Task 1:Traffic Signal Warrant Study: The purpose of the traffic analysis is to determine whether a traffic signal is warranted at the intersection of Eagle Ridge/Palomino and Palisades. This will also include an analysis of an eastbound right turn lane, as well as storage lengths for all turn lanes. Task 1.1 Data Collection and Review a. Kimley-Horn will review readily available traffic count data and traffic studies conducted within or adjacent to the project limits. These studies and the data will be utilized to complete the traffic analysis. The Town will provide copies of the traffic studies and available raw traffic count data. b. Kimley-Horn will obtain projected 2040 traffic conditions from the latest Maricopa Association of Governments (MAG) model. Horizon year traffic volumes are necessary to determine the intersection configuration will accommodate the horizon year design life. Palisades Blvd & Eagle Ridge/Palomino Drive Intersection Traffic Signal Warrant and Scoping Rev. December 16, 2020 / Page 3 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 c. Kimley-Horn will coordinate with Town staff to obtain crash data for the most recent 10 years at the intersection. d. As requested by Town Staff, Kimley-Horn’s subconsultant (Field Data Services (FDS)) will collect turning movement counts and 24-hour approach volumes for each leg of the intersection. 24-hr approach volumes will be collected on typical Tuesday thru Saturday to determine the typical weekday and weekend conditions. Turning movement counts will be obtained based on the weekday peak periods observed from the data provided by Town staff and collected by FDS. Exact days and time for data collection will be coordinated with the Town prior to collection. See Appendix C for FDS scope of services. e. Kimley-Horn will conduct a field investigation to evaluate sight distance as well as document the existing conditions and constraints. Task 1.2 Traffic Analysis and Documentation a. Kimley-Horn will review the traffic data received. As discussed with Town staff, we anticipate current traffic volumes to be impacted by COVID Pandemic. Kimley-Horn will utilize the existing data collected and compare historical data collected and provided by the Town to develop estimated traffic volumes to be utilized for the traffic analysis. b. Kimley-Horn will conduct traffic signal warrants in accordance with the Manual on Uniform Traffic Control Devices (MUTCD), Chapter 4C. c. Kimley-Horn will conduct right turn lane warrant in accordance with the City of Scottsdale Design and Policies Guidelines Manual. d. Kimley-Horn will determine storage length requirements using AASHTO and Synchro software. e. Kimley-Horn will prepare traffic technical memorandum summarizing the analysis, results and recommendations. Two submittals are proposed (draft and final). The draft memorandum will be submitted to the Town for review comment. The final traffic memorandum shall be submitted for approval to Town Staff. The approved traffic technical memorandum will serve as an appendix to the scoping document described in Task 2. Task 2:Scoping Document: The purpose of the document is to develop conceptual design of the intersection improvements, including exclusive eastbound right, northbound left, and traffic signal improvements, for cost estimating and programming purposes. The document will also document the improvement, right-of-way needs, and utility impacts. Task 2.1 Data Collection and Base Map a. The Town will furnish the latest as-builts and quarter section maps for Town-owned facilities (roadway, storm drain, water, sewer, and aerials that are available, as well as privately-owned facilities (as available), within the project limits to Kimley-Horn. Palisades Blvd & Eagle Ridge/Palomino Drive Intersection Traffic Signal Warrant and Scoping Rev. December 16, 2020 / Page 4 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 b. Kimley-Horn will utilize the as-builts data provided by the Town and will utilize Near Maps to develop a conceptual project base map in AutoCAD. c. Kimley-Horn will obtain plat mapping from Maricopa Assessors and available right-of- way data to assist with defining existing right-of-way within the project limits. Task 2.2 Utility Coordination a. Kimley-Horn will submit a BlueStake ticket to request utility mapping from existing private utility companies with facilities within the project limits. b. Kimley-Horn will use the information obtained from the private utility company mapping to prepare an existing utilities base file in AutoCAD. c. Kimley-Horn will initiate contact with SRP electric to assist with defining the signal electrical point of service. This task will assist with defining the cost improvements associated with electrical service connections. d. Kimley-Horn will identify readily apparent utility conflicts with the proposed improvements and will include them in the scoping document. e. Obtaining utility clearance is not included as a part of the Scoping Document Phase. f. Utility coordination meetings are not included as a part of the Scoping Document Phase. Task 2.3 Intersection Conceptual Development & 15% Design Plan a. Kimley-Horn will develop up to two (2) intersection conceptual alternatives illustrating the intersection geometry/roadway improvements, signal layout, and utility/ROW impacts. b. Kimley-Horn will prepare 15% Intersection Design Plan for the selected alternative. The 15% Design Plans will be prepared in accordance with Town of Fountain Hills and MAG standards. Kimley-Horn anticipates one plan sheet developed at 1” = 40’ Scale. Plan only view will be provided. c. Kimley-Horn will prepare two submittals of the 15% Plans are included with Phase 2 of the scoping document (Preliminary and Final). Task 2.4 Engineers Opinion of Probable Cost (EOPC) a. An engineer’s opinion of probable cost will be developed for each Conceptual Alternatives submittal. Quantities will be compiled in a list and will be labeled using sequential item numbers. Bid item descriptions will be based on MAG standard bid items. Unit prices will be derived using readily available bid data from projects with similar improvements. b. An engineer’s opinion of probable cost will be developed and submitted for the selected alternative at each submittal stage. Quantities will be compiled in a list and will be labeled using sequential item numbers. Bid item descriptions will be based on Palisades Blvd & Eagle Ridge/Palomino Drive Intersection Traffic Signal Warrant and Scoping Rev. December 16, 2020 / Page 5 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 MAG standard bid items. Unit prices will be derived using readily available bid data from projects with similar improvements. Task 2.5 Scoping Document a. Kimley-Horn will prepare a Scoping Document consisting of a letter format. This Scoping Document (letter) will summarize the project features, conceptual alternatives developed, recommended alternative, cost estimate, and conclusions. The outline will be based on ADOT’s Scoping Letter procedure, omitting sections that are not applicable to this project. The following sections are anticipated to be included in the Scoping Letter: i. Introduction/Project Description ii. Background Data/Existing Conditions iii. Project Scope (1) Conceptual Alternatives Development (Based on results of Phase 1) (2) Recommended Alternative iv. Development Considerations (1) Right-of-Way/Easements (if necessary) (2) Environmental Constraints (if necessary) (3) Removals (4) Drainage (5) Landscape/Irrigation (6) Signing (7) Traffic Signal (8) Constructability/Construction Phasing (9) Utilities (10) Pavement Design v. Estimated Costs vi. Vicinity Map vii. Appendices b. Environmental analysis and environmental clearance are not included as a part of this Phase of the contract. However, the scoping document will define if right-of- way is necessary and the need for Phase I Environmental Site Assessment (ESA). c. Kimley-Horn will coordinate with the City of Scottsdale, HOA, and the Town to define document funding allocation, operation/maintenance limits, and the need for encroachment permits. Palisades Blvd & Eagle Ridge/Palomino Drive Intersection Traffic Signal Warrant and Scoping Rev. December 16, 2020 / Page 6 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 d. Kimley-Horn will prepare two (2) submittals of the Scoping Document (Draft and Final). Kimley-Horn will resolve and address the comments received from the draft submittal. Written comment response will be provided for documentation purposes. Final document will be sealed in PDF format to Town staff. Task 3:Project Management and Meetings a. Kimley-Horn will attend up to five project meetings, which will be scheduled following notice to proceed. The meetings are described as follows: i. Kick Off Meeting ii. Traffic Signal Warrant Study Draft Technical Memo Comment Resolution Meeting – to be scheduled following receipt of Town staff comments. iii. Concept Alternative Development iv. Scoping Letter / Concept Development Comment Resolution Meeting – to be scheduled following receipt of Town staff comments. v. HOA/Scottsdale Meeting Meetings will be held virtually and will consist of no more than two Kimley-Horn staff members. b. Kimley-Horn will be responsible for preparing the meeting agenda and submitting notes of the meeting to the Town. c. Kimley-Horn’s project management task covers the management and administration hours for the duration of the project activities identified in the project schedule in Appendix B. Project management task includes contract management, internal staff coordination, and coordination with Town staff outside of the meetings described. This task coordinates and administers the day-to-day operations of the project, including organizing and filing project data and communication files, responding to project correspondence including emails, and budget and schedule monitoring. This task also includes the management of sub-consultants. This task includes the preparation of monthly invoices to the Town for services performed. Direct Expenses a. Direct reimbursable expenses such as express delivery services, vehicular mileage, and other direct expenses will be billed at cost. A summary of anticipated expenses is shown in Appendix A of this document. Services Not Included Any other services, including but not limited to the following, are not included in this Agreement: · Attending more meetings than specifically described in the sections above · Topographic Survey · Geotech Investigation Palisades Blvd & Eagle Ridge/Palomino Drive Intersection Traffic Signal Warrant and Scoping Rev. December 16, 2020 / Page 7 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 · Right-of-Way Legal Description and Exhibits · Utility coordination beyond what is described herein · Final design services · Environmental services beyond Phase I ESA · Public involvement · Post design services · Subsurface utility engineering (utility locating, etc.) · Additional submittals · Landscape/Irrigation Services · Water/Sewer Service Information Provided by Town Kimley-Horn shall be entitled to rely on the completeness and accuracy of all information provided by the Town or the Town’s consultants or representatives. The Town shall provide all information requested by Kimley-Horn during the project. FEE ESTIMATE Kimley-Horn will complete each phase of the project for in accordance with the fee estimate provided in Appendix A. SCHEDULE We will provide our services as expeditiously as practicable with the goal of completing each phase of the project as outline project schedule included as Appendix B of this document. This design schedule assumes a Notice to Proceed date of February 1, 2021. Following the official Notice to Proceed, Kimley-Horn will submit an updated schedule to the Town for approval. Each phase of the project will only be completed upon approval of the Town. The schedule shall be adjusted based on dates of approval for each phase. We greatly appreciate the opportunity to provide these services to you. Please contact me if you have any questions at 602-906-1122 or kim.carroll@kimley-horn.com. Very truly yours, KIMLEY-HORN AND ASSOCIATES, INC. By: Kimberly Carroll, P.E., PTOE Sr. Project Manager/Associate Palisades Blvd & Eagle Ridge/Palomino Drive Intersection Traffic Signal Warrant and Scoping Rev. December 16, 2020 / Page 8 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 APPENDIX A FEE ESTIMATE Detail of Consultant's Compensation Town of Fountain Hills Palisades Blvd Eagle Ridge/Palomino Drive Signal Warrant and Scoping Document Fee Proposal (Revised 12/16/2020) Senior Project Manager Senior Prof Prof Analyst/ Designer Admin TASK DESCRIPTION SUBTOTAL $ 205.00 $ 180.00 $ 145.00 $ 115.00 $ 90.00 TASK 1: TRAFFIC SIGNAL WARRANT STUDY Task 1.1 - Data Collection and Review 3,905.00$-4 12 11 2 Coordinate Collection and Review of Traffic Data 470.00$1 2 Coordinate/Collect 2040 MAG Model 470.00$1 2 Obtain and Review Crash Data 1,225.00$1 2 5 2 Conduct Field Investigation/Sight Distance 1,740.00$1 6 6 -$ Task 1.2 - Traffic Analysis and Documentation 7,455.00$1 9 19 25 - Signal Warrant Analysis 1,190.00$1 3 5 Eastbound Right Turn Warrant Analysis 1,190.00$1 3 5 Storage Length Evaluation 670.00$1 1 3 Technical Memorandum (Draft and Final)4,405.00$1 6 12 12 -$ TASK 2: SCOPING DOCUMENT Task 2.1 - Data Collection and Base Map 1,945.00$-1 3 10 2 Obtain Town As Built Plans 410.00$2 2 Obtain R/W Data 375.00$1 2 Develop AutoCAD Base Map (NearMap/Data/ROW)1,160.00$1 2 6 Task 2.2 - Utility Coordination 3,165.00$1 -7 13 5 BlueStake and Utility Mapping Collection 680.00$2 5 Utility Base Map (AutoCAD)(Scoping)980.00$2 6 SRP (POD) Service Coordination 290.00$2 Utility conflict identification 1,215.00$1 3 5 -$ Task 2.3 - Intersection Concept Develop & 15% Design Plan 11,835.00$4 8 24 53 - Develop two (2) Intersection Alternatives (Exhibits)(1"=40')-$ Intersection Geometry (Concept)3,005.00$2 6 15 Intersection Signing/Marking Layout (Concept)1,630.00$2 4 6 Intersection Traffic Signal Layout (Concept)1,680.00$1 4 8 Prepare 15% Design Plan (Approved Alternative)(1"=40')4,880.00$2 4 10 20 Modeling (Scoping level)640.00$1 4 -$ Task 2.4 - Cost Estimate 2,725.00$-2 6 13 - Engineers Opinion of Probable Cost (2 Alternatives)1,680.00$1 4 8 15% Engineers Opinion of Probable Cost 1,045.00$1 2 5 -$ Task 2.5 - Scoping Document 7,890.00$2 9 24 16 6 Scoping Document (Letter)(Draft and Final)4,885.00$1 6 16 8 4 Address Comments 3,005.00$1 3 8 8 2 -$ TASK 3: PROJECT MANAGEMENT AND MEETINGS 8,525.00$21 8 8 -18 Five (5) Project (Virtual) Meetings (KO, Concept, 2-Cmt Res, HOA/Scottsdale)2,905.00$5 8 8 Project Management and Administration 2,540.00$8 10 QA/QC 3,080.00$8 8 -$ SUBTOTAL DIRECT LABOR 47,445.00$29 41 103 141 33 EXPENSES 272.00$ Vehicular Mileage (2 site visit @ 100 miles/visit @ $0.56/mile)112.00$ Final Hard Copy Deliveries (1 submittals @ $60/delivery)160.00$ SUBCONSULTANTS 1,310.00$ Traffic Count Data (Field Data Services) - See Appendix C 1,310.00$ TOTAL CONTRACT FEE - NOT TO EXCEED 49,027.00$ Page 1 of 1 Palisades Blvd & Eagle Ridge/Palomino Drive Intersection Traffic Signal Warrant and Scoping Rev. December 16, 2020 / Page 9 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 APPENDIX B PROJECT SCHEDULE ID Task Mode Task Name Duration Start Finish 1 NOTICE TO PROCEED 0 days Mon 2/1/21 Mon 2/1/21 2 Task 1-Warrant Study 55 days Mon 2/1/21 Fri 4/16/21 3 Kick Off Mtg 0 days Wed 2/3/21 Wed 2/3/21 4 Data Collection/Review 15 days Mon 2/1/21 Fri 2/19/21 5 Traffic Analysis and Documents 15 days Mon 2/22/21 Fri 3/12/21 6 Warrant Study Submittal 0 days Fri 3/12/21 Fri 3/12/21 7 Town Review 15 days Mon 3/15/21 Fri 4/2/21 8 Warrant Study Cmt Resolution 0 days Wed 4/7/21 Wed 4/7/21 9 Final Document Submittal 7 days Thu 4/8/21 Fri 4/16/21 10 Final Warrant Study Submittal 0 days Fri 4/16/21 Fri 4/16/21 11 Task 2-Scoping Document 97 days Thu 4/8/21 Fri 8/20/21 12 AsBuilt & Utility Mapping (Scoping level)10 days Thu 4/8/21 Wed 4/21/21 13 Base Map Production 3 days Thu 4/22/21 Mon 4/26/21 14 Develop Intersection Concepts/EOPC 25 days Tue 4/27/21 Mon 5/31/21 15 HOA/Scottsdale/Town Mtg 1 day Mon 4/19/21 Mon 4/19/21 16 Town Concept Submittal 0 days Mon 5/31/21 Mon 5/31/21 17 Town Concept Review 10 days Tue 6/1/21 Mon 6/14/21 18 Concept Comment Resolution 0 days Mon 6/14/21 Mon 6/14/21 19 Prepare Draft Scoping Letter Documentation 20 days Tue 6/15/21 Mon 7/12/21 20 15% Concept and EOPC 10 days Tue 6/15/21 Mon 6/28/21 21 Draft Scoping Letter Submittal 0 days Mon 7/12/21 Mon 7/12/21 22 Town Review 15 days Tue 7/13/21 Mon 8/2/21 23 Scoping Letter Comment Resolution 0 days Fri 8/6/21 Fri 8/6/21 24 Prepare Final Scoping & 15% Concept 10 days Mon 8/9/21 Fri 8/20/21 25 Final Scoping Letter Submittal 0 days Fri 8/20/21 Fri 8/20/21 2/1 2/3 3/12 4/7 4/16 5/31 6/14 7/12 8/6 8/20 1/21 2/1 2/11 2/21 3/1 3/11 3/21 4/1 4/11 4/21 5/1 5/11 5/21 6/1 6/11 6/21 7/1 7/11 7/21 8/1 8/11 8/21 February March April May June July August Task Split Milestone Summary Project Summary Inactive Task Inactive Milestone Inactive Summary Manual Task Duration-only Manual Summary Rollup Manual Summary Start-only Finish-only External Tasks External Milestone Deadline Progress Manual Progress TOFH - PALISADES AND PALOMINO/EAGLE RIDGE SCHEDULE 2020_1216_Schedule_Palomino.mpp Page 1 Wed 12/16/20 Project: 2020_1216_Schedule_P Date: Wed 12/16/20 Palisades Blvd & Eagle Ridge/Palomino Drive Intersection Traffic Signal Warrant and Scoping Rev. December 16, 2020 / Page 10 kimley-horn.com 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020 602 944 5500 APPENDIX C SUBCONSULTANT SERVICES Field Data Service (FDS) Work Estimate DATE: 8/18/2020 ESTIMATE #:20-294 CITY: Fountain Hills dba (Ca)Prepared by: Phoenix, AZ 85020 p 602.906.1191 zack.handy@kimley-horn.com QTY RATE TOTAL -$ 4 $70.00 280.00$ 3 $280.00 840.00$ -$ 1 $190.00 190.00$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ -$ TOTAL 1,310.00$ Page 1 ADDITIONAL DAYS ON WED, THURS & SAT AT LOCATION ABOVEADT DESCRIPTION TUESDAY 24-HOUR APPROACH COUNTS PALISADES BLVD & EAGLE RIDGE DR PROJECT DESCRIPTION: WEEKDAY TMC COUNT (2-HR AM & 2-HR PM) PALISADES BLVD & EAGLE RIDGE DR ADT ITEM TYPE TMC Sharon Morris TMC TIMES TO BE DETERMINED SERVICE PROVIDER - SUBCONTRACTOR Field Data Services of Arizona, Inc. Veracity Traffic Group (California) 31894 Whitetail Ln. CUSTOMER Zack Handy, PE Kimley-Horn & Associates www.fdsaz.com 7740 N. 16th St., Suite 300 Phone: 520.316.6745 Temecula, CA 92592 Fax: 866.686.7612