HomeMy WebLinkAboutC2022-008 - CK Group1
Contract No. 2022-008
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
THE CK GROUP, INC.
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered into as
of August 18, 2021, between the Town of Fountain Hills, an Arizona municipal corporation (the
“Town”) and The CK Group, Inc., a(n) Arizona corporation (the “Consultant”).
RECITALS
A. Pursuant to Section 7.1 of the Town’s Procurement Policy and Section 3-3-26 of
the Town Code, the Town may directly select certain consultants for professional and technical
services.
B. The Consultant possesses the specific skill and experience required to provide
the Town with traffic analysis and mitigation measures (the “Services”).
C. The Town desires to enter into an Agreement with the Consultant to perform the
Services, more particularly set forth in Section 2 below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Town and the Consultant hereby agree as follows:
1. Term of Agreement. This Agreement shall be effective as of the date first set forth
above and shall remain in full force and effect until June 30, 2022 (the “Initial Term”), unless
terminated as otherwise provided in this Agreement. After the expiration of the Initial Term, this
Agreement may be renewed for up two successive one-year terms (each, a “Renewal Term”) if:
(i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds
for renewal, (ii) at least 30 days prior to the end of the then-current term of this Agreement, the
Consultant requests, in writing, to extend this Agreement for an additional one-year term and (iii)
the Town approves the additional one-year term in writing (including any price adjustments
approved as part of this Agreement), as evidenced by the Town Manager’s signature thereon,
which approval may be withheld by the Town for any reason. The Consultant’s failure to seek a
renewal of this Agreement shall cause this Agreement to terminate at the end of the then-current
term of this Agreement; provided, however, that the Town may, at its discretion and with the
agreement of the Consultant, elect to waive this requirement and renew this Agreement. The Initial
Term and all Renewal Terms, if any, are collectively referred to herein as the “Term.” Upon
renewal, the terms and conditions of this Agreement shall remain in full force and effect.
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2. Scope of Work. Consultant shall provide the Services as set forth in the Proposal
attached hereto as Exhibit B and incorporated herein by reference.
3. Compensation. The Town shall pay the Consultant an aggregate amount not to
exceed $10,000.00, at the rates set forth in Exhibit A.
4. Payments. The Town shall pay the Consultant monthly, based upon work
performed and completed to date, and upon submission and approval of invoices. All invoices
shall document and itemize all work completed to date. Each invoice statement shall include a
record of time expended and work performed in sufficient detail to justify payment. This
Agreement must be referenced on all invoices.
5. Documents. All documents, including any intellectual property rights thereto,
prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town.
6. Consultant Personnel. Consultant shall provide adequate, experienced personnel,
capable of and devoted to the successful performance of the Services under this Agreement.
Consultant agrees to assign specific individuals to key positions. If deemed qualified, the
Consultant is encouraged to hire Town residents to fill vacant positions at all levels. Consultant
agrees that, upon commencement of the Services to be performed under this Agreement, key
personnel shall not be removed or replaced without prior written notice to the Town. If key
personnel are not available to perform the Services for a continuous period exceeding 30 calendar
days, or are expected to devote substantially less effort to the Services than initially anticipated,
Consultant shall immediately notify the Town of same and shall, subject to the concurrence of the
Town, replace such personnel with personnel possessing substantially equal ability and
qualifications.
7. Inspection; Acceptance. All work shall be subject to inspection and acceptance by
the Town at reasonable times during Consultant’s performance. The Consultant shall provide and
maintain a self-inspection system that is acceptable to the Town.
8. Licenses; Materials. Consultant shall maintain in current status all federal, state
and local licenses and permits required for the operation of the business conducted by the
Consultant. The Town has no obligation to provide Consultant, its employees or subcontractors
any business registrations or licenses required to perform the specific services set forth in this
Agreement. The Town has no obligation to provide tools, equipment or material to Consultant.
9. Performance Warranty. Consultant warrants that the Services rendered will
conform to the requirements of this Agreement and with the care and skill ordinarily used by
members of the same profession practicing under similar circumstances at the same time and in
the same locality.
10. Indemnification. To the fullest extent permitted by law, the Consultant shall
indemnify, defend and hold harmless the Town and each council member, officer, employee or
agent thereof (the Town and any such person being herein called an “Indemnified Party”), for,
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from and against losses, claims, damages, liabilities, costs and expenses (including, but not limited
to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any
such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”),
insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or
based upon the negligent acts, intentional misconduct, errors, mistakes or omissions, breach of
contract, in connection with the work or services of the Consultant, its officers, employees, agents,
or any tier of subcontractor in the performance of this Agreement. The amount and type of
insurance coverage requirements set forth below will in no way be construed as limiting the scope
of the indemnity in this Section.
11. Insurance.
11.1 General.
A. Insurer Qualifications. Without limiting any obligations or
liabilities of Consultant, Consultant shall purchase and maintain, at its own expense,
hereinafter stipulated minimum insurance with insurance companies authorized to do
business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with
an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town.
Failure to maintain insurance as specified herein may result in termination of this
Agreement at the Town’s option.
B. No Representation of Coverage Adequacy. By requiring insurance
herein, the Town does not represent that coverage and limits will be adequate to protect
Consultant. The Town reserves the right to review any and all of the insurance policies
and/or endorsements cited in this Agreement but has no obligation to do so. Failure to
demand such evidence of full compliance with the insurance requirements set forth in this
Agreement or failure to identify any insurance deficiency shall not relieve Consultant from,
nor be construed or deemed a waiver of, its obligation to maintain the required insurance
at all times during the performance of this Agreement.
C. Additional Insured. All insurance coverage, except Workers’
Compensation insurance and Professional Liability insurance, if applicable, shall name, to
the fullest extent permitted by law for claims arising out of the performance of this
Agreement, the Town, its agents, representatives, officers, directors, officials and
employees as Additional Insured as specified under the respective coverage sections of this
Agreement.
D. Coverage Term. All insurance required herein shall be maintained
in full force and effect until all work or services required to be performed under the terms
of this Agreement are satisfactorily performed, completed and formally accepted by the
Town, unless specified otherwise in this Agreement.
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.
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F. Claims Made. In the event any insurance policies required by this
Agreement are written on a “claims made” basis, coverage shall extend, either by keeping
coverage in force or purchasing an extended reporting option, for three years past
completion and acceptance of the services. Such continuing coverage shall be evidenced
by submission of annual Certificates of Insurance citing applicable coverage is in force and
contains the provisions as required herein for the three-year period.
G. Waiver. All policies, except for Professional Liability, including
Workers’ Compensation insurance, shall contain a waiver of rights of recovery
(subrogation) against the Town, its agents, representatives, officials, officers and
employees for any claims arising out of the work or services of Consultant. Consultant
shall arrange to have such subrogation waivers incorporated into each policy via formal
written endorsement thereto.
H. Policy Deductibles and/or Self-Insured Retentions. The policies set
forth in these requirements may provide coverage that contains deductibles or self-insured
retention amounts. Such deductibles or self-insured retention shall not be applicable with
respect to the policy limits provided to the Town. Consultant shall be solely responsible
for any such deductible or self-insured retention amount.
I. Use of Subcontractors. If any work under this Agreement is
subcontracted in any way, Consultant shall execute written agreements with its
subcontractors containing the indemnification provisions set forth in this Agreement and
insurance requirements set forth herein protecting the Town and Consultant. Consultant
shall be responsible for executing any agreements with its subcontractors and obtaining
certificates of insurance verifying the insurance requirements.
J. Evidence of Insurance. Prior to commencing any work or services
under this Agreement, Consultant will provide the Town with suitable evidence of
insurance in the form of certificates of insurance and a copy of the declaration page(s) of
the insurance policies as required by this Agreement, issued by Consultant’s insurance
insurer(s) as evidence that policies are placed with acceptable insurers as specified herein
and provide the required coverages, conditions and limits of coverage specified in this
Agreement and that such coverage and provisions are in full force and effect. Confidential
information such as the policy premium may be redacted from the declaration page(s) of
each insurance policy, provided that such redactions do not alter any of the information
required by this Agreement. The Town shall reasonably rely upon the certificates of
insurance and declaration page(s) of the insurance policies as evidence of coverage but
such acceptance and reliance shall not waive or alter in any way the insurance requirements
or obligations of this Agreement. If any of the policies required by this Agreement expire
during the life of this Agreement, it shall be Consultant’s responsibility to forward renewal
certificates and declaration page(s) to the Town 30 days prior to the expiration date. All
certificates of insurance and declarations required by this Agreement shall be identified by
referencing the RFP number and title or this Agreement. A $25.00 administrative fee shall
be assessed for all certificates or declarations received without the appropriate RFP number
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and title or a reference to this Agreement, as applicable. Additionally, certificates of
insurance and declaration page(s) of the insurance policies submitted without referencing
the appropriate RFP number and title or a reference to this Agreement, as applicable, will
be subject to rejection and may be returned or discarded. Certificates of insurance and
declaration page(s) shall specifically include the following provisions:
(1) The Town, its agents, representatives, officers, directors,
officials and employees are Additional Insureds as follows:
(a) Commercial General Liability – Under Insurance
Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent.
(b) Auto Liability – Under ISO Form CA 20 48 or
equivalent.
(c) Excess Liability – Follow Form to underlying
insurance.
(2) Consultant’s insurance shall be primary insurance with
respect to performance of this Agreement.
(3) All policies, except for Professional Liability, including
Workers’ Compensation, waive rights of recovery (subrogation) against Town, its
agents, representatives, officers, officials and employees for any claims arising out
of work or services performed by Consultant under this Agreement.
(4) ACORD certificate of insurance form 25 (2014/01) is
preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the
phrases in the cancellation provision “endeavor to” and “but failure to mail such
notice shall impose no obligation or liability of any kind upon the company, its
agents or representatives” shall be deleted. Certificate forms other than ACORD
form shall have similar restrictive language deleted.
11.2 Required Insurance Coverage.
A. Commercial General Liability. Consultant shall maintain
“occurrence” form Commercial General Liability insurance with an unimpaired limit of
not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed
Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy shall
cover liability arising from premises, operations, independent contractors, products-
completed operations, personal injury and advertising injury. Coverage under the policy
will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including
but not limited to, separation of insured’s clause. To the fullest extent allowed by law, for
claims arising out of the performance of this Agreement, the Town, its agents,
representatives, officers, officials and employees shall be cited as an Additional Insured
under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10
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03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to include
as an insured the person or organization shown in the Schedule, but only with respect to
liability arising out of “your work” for that insured by or for you.” If any Excess insurance
is utilized to fulfill the requirements of this subsection, such Excess insurance shall be
“follow form” equal or broader in coverage scope than underlying insurance.
B. Vehicle Liability. Consultant shall maintain Business Automobile
Liability insurance with a limit of $1,000,000 each occurrence on Consultant’s owned,
hired and non-owned vehicles assigned to or used in the performance of the Consultant’s
work or services under this Agreement. Coverage will be at least as broad as ISO coverage
code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest
extent allowed by law, for claims arising out of the performance of this Agreement, the
Town, its agents, representatives, officers, directors, officials and employees shall be cited
as an Additional Insured under ISO Business Auto policy Designated Insured Endorsement
form CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the requirements
of this subsection, such Excess insurance shall be “follow form” equal or broader in
coverage scope than underlying insurance.
C. Professional Liability. If this Agreement is the subject of any
professional services or work, or if the Consultant engages in any professional services or
work in any way related to performing the work under this Agreement, the Consultant shall
maintain Professional Liability insurance covering negligent errors and omissions arising
out of the Services performed by the Consultant, or anyone employed by the Consultant,
or anyone for whose negligent acts, mistakes, errors and omissions the Consultant is legally
liable, with an unimpaired liability insurance limit of $2,000,000 each claim and
$2,000,000 annual aggregate.
D. Workers’ Compensation Insurance. Consultant shall maintain
Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction over Consultant’s employees engaged in the performance of
work or services under this Agreement and shall also maintain Employers Liability
Insurance of not less than $500,000 for each accident, $500,000 disease for each employee
and $1,000,000 disease policy limit.
11.3 Cancellation and Expiration Notice. Insurance required herein shall not
expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town.
12. Termination; Cancellation.
12.1 For Town’s Convenience. This Agreement is for the convenience of the
Town and, as such, may be terminated without cause after receipt by Consultant of written notice
by the Town. Upon termination for convenience, Consultant shall be paid for all undisputed
services performed to the termination date.
12.2 For Cause. If either party fails to perform any obligation pursuant to this
Agreement and such party fails to cure its nonperformance within 30 days after notice of
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nonperformance is given by the non-defaulting party, such party will be in default. In the event of
such default, the non-defaulting party may terminate this Agreement immediately for cause and
will have all remedies that are available to it at law or in equity including, without limitation, the
remedy of specific performance. If the nature of the defaulting party’s nonperformance is such
that it cannot reasonably be cured within 30 days, then the defaulting party will have such
additional periods of time as may be reasonably necessary under the circumstances, provided the
defaulting party immediately (A) provides written notice to the non-defaulting party and (B)
commences to cure its nonperformance and thereafter diligently continues to completion the cure
of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of
such termination for cause, payment shall be made by the Town to the Consultant for the
undisputed portion of its fee due as of the termination date.
12.3 Due to Work Stoppage. This Agreement may be terminated by the Town
upon 30 days’ written notice to Consultant in the event that the Services are permanently
abandoned. In the event of such termination due to work stoppage, payment shall be made by the
Town to the Consultant for the undisputed portion of its fee due as of the termination date.
12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ.
REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further obligations
by the Town or any of its departments or agencies if any person significantly involved in initiating,
negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its
departments or agencies is, at any time while this Agreement or any extension of this Agreement
is in effect, an employee of any other party to this Agreement in any capacity or a Consultant to
any other party of this Agreement with respect to the subject matter of this Agreement.
12.5 Gratuities. The Town may, by written notice to the Consultant, cancel this
Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future
employment, entertainment, gifts or otherwise, were offered or given by the Consultant or any
agent or representative of the Consultant to any officer, agent or employee of the Town for the
purpose of securing this Agreement. In the event this Agreement is canceled by the Town pursuant
to this provision, the Town shall be entitled, in addition to any other rights and remedies, to recover
and withhold from the Consultant an amount equal to 150% of the gratuity.
12.6 Agreement Subject to Appropriation. This Agreement is subject to the
provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of
this Agreement for payment of funds by the Town shall be effective when funds are appropriated
for purposes of this Agreement and are actually available for payment. The Town shall be the sole
judge and authority in determining the availability of funds under this Agreement and the Town
shall keep the Consultant fully informed as to the availability of funds for this Agreement. The
obligation of the Town to make any payment pursuant to this Agreement is a current 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.
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13. Miscellaneous.
13.1 Independent Contractor. It is clearly understood that each party will act in
its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the
other. An employee or agent of one party shall not be deemed or construed to be the employee or
agent of the other for any purpose whatsoever. The Consultant acknowledges and agrees that the
Services provided under this Agreement are being provided as an independent contractor, not as
an employee or agent of the Town. Consultant, its employees and subcontractors are not entitled
to workers’ compensation benefits from the Town. The Town does not have the authority to
supervise or control the actual work of Consultant, its employees or subcontractors. The
Consultant, and not the Town, shall determine the time of its performance of the services provided
under this Agreement so long as Consultant meets the requirements as agreed in Section 2 above
and in Exhibit A. Consultant is neither prohibited from entering into other contracts nor prohibited
from practicing its profession elsewhere. Town and Consultant do not intend to nor will they
combine business operations under this Agreement.
13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of
the State of Arizona and suit pertaining to this Agreement may be brought only in courts in
Maricopa County, Arizona.
13.3 Laws and Regulations. Consultant shall keep fully informed and shall at all
times during the performance of its duties under this Agreement ensure that it and any person for
whom the Consultant is responsible abides by, and remains in compliance with, all rules,
regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the
following: (A) existing and future Town and County ordinances and regulations; (B) existing and
future State and Federal laws; and (C) existing and future Occupational Safety and Health
Administration standards.
13.4 Amendments. This Agreement may be modified only by a written
amendment signed by persons duly authorized to enter into contracts on behalf of the Town and
the Consultant.
13.5 Provisions Required by Law. Each and every provision of law and any
clause required by law to be in this Agreement will be read and enforced as though it were included
herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly
inserted, then upon the application of either party, this Agreement will promptly be physically
amended to make such insertion or correction.
13.6 Severability. The provisions of this Agreement are severable to the extent
that any provision or application held to be invalid by a Court of competent jurisdiction shall not
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
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have been made by any of the parties except as expressly set forth herein, or in any other
contemporaneous written agreement executed for the purposes of carrying out the provisions of
this Agreement. This Agreement shall be construed and interpreted according to its plain meaning,
and no presumption shall be deemed to apply in favor of, or against the party drafting this
Agreement. The parties acknowledge and agree that each has had the opportunity to seek and
utilize legal counsel in the drafting of, review of, and entry into this Agreement.
13.8 Assignment; Delegation. No right or interest in this Agreement shall be
assigned or delegated by Consultant without prior, written permission of the Town, signed by the
Town Manager. Any attempted assignment or delegation by Consultant in violation of this
provision shall be a breach of this Agreement by Consultant.
13.9 Subcontracts. No subcontract shall be entered into by the Consultant with
any other party to furnish any of the material or services specified herein without the prior written
approval of the Town. The Consultant is responsible for performance under this Agreement
whether or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant
to any subcontract shall be a material breach of this Agreement by Consultant.
13.10 Rights and Remedies. No provision in this Agreement shall be construed,
expressly or by implication, as waiver by the Town of any existing or future right and/or remedy
available by law in the event of any claim of default or breach of this Agreement. The failure of
the Town to insist upon the strict performance of any term or condition of this Agreement or to
exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the
Town’s acceptance of and payment for services, shall not release the Consultant from any
responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a
waiver of any right of the Town to insist upon the strict performance of this Agreement.
13.11 Attorneys’ Fees. In the event either party brings any action for any relief,
declaratory or otherwise, arising out of this Agreement or on account of any breach or default
hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’
fees and reasonable costs and expenses, determined by the court sitting without a jury, which shall
be deemed to have accrued on the commencement of such action and shall be enforced whether or
not such action is prosecuted through judgment.
13.12 Liens. All materials or services shall be free of all liens and, if the Town
requests, a formal release of all liens shall be delivered to the Town.
13.13 Offset.
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.
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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: Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Attn: Aaron D. Arnson, Town Attorney
If to Consultant: CK Group, Inc.
16448 N. 40th St., Ste. A
Phoenix, Arizona 85032
Attn: Amara Ibeji, 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
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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 APPEAR 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. Klein, Town Clerk
APPROVED AS TO FORM:
Aaron D. Arnson, Town Attorney
[SIGNATURES CONTINUE ON FOLLOWING PAGES]
“Contractor”
____________________________________,
By:
Name:
Title:
The CK Group, Inc.
CK Group, Inc.
Project Principal
EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
THE CK GROUP, INC
[Fees]
See following pages.
I PROPOSED TASKS6,763.9813 3 609.2821 3 389.38324 816 241 2 12 16 2 3,414.77-3 2 454.63-22528.96-641,366.97Total Hours 94 1 12 29 30 16 0 6 0Hourly Rates $71.44 $64.47 $45.87 $38.86 $30.71 $37.00 $26.03 $19.23Subtotal $3,988.65 $71.44 $773.64 $1,330.23 $1,165.80 $491.36 $0.00 $156.18 $0.00 6,763.98Direct Labor $3,988.65Subconsultants RebillablesOverhead 1.1790 $4,702.74MileageSubtotal $8,691.39126 Miles at $65.52Profit 10% $869.14DeliveryCK Group Subtotal $9,560.530 $0.00Printing & Misc.Subconsultants $0.000 $0.00Rebillables $65.52Total$9,626.05Total$0.00Total$65.52Council Presentation if required (Optional)Project Submittals and CoordinationsProject Meeting (Tele conference)EXHIBIT A - DERIVATION OF FEESpeed Analysis ReviewField Review and DocumentationPrepare Initial and Final Traffic Analysis MemorandumRegistered Landscape SurveyorEl Lago Blvd, Fountain Hills Blvd to Palisades Blvd Traffic Calming AnalysisW ork ActivityPrincipalProject ManagerSr. Project EngineerProject EngineerConcept DevelopmentCAD DesignerProject CoordinatorAdmin/ GraphicsFee per Task5/10/2021Page 1 of 1Town of Fountain HillsEl Lago Blvd, Fountain Hills Blvd to Palisades Blvd Traffic Calming Analysis Fee Proposal Exhibit A-MH-Fee El Lago:CKEXHIBIT A
EXHIBIT B
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
THE CK GROUP, INC.
[Scope]
See following pages.
the CK Group, Inc.
16448 N. 40th Street, Suite A Phoenix, Arizona 85032
P: 602.482.5884 | F: 602 482.2885 | Email: ckgroup@theCKgroup.com
May 10, 2021
Mr. Justin Weldy
Public Works Director
Town of Fountain Hills Development Services Department
16705 E. Avenue of the Fountains
Fountain Hills, AZ 85268
Re: El Lago Blvd, Fountain Hills Blvd to Palisades Blvd Traffic Calming Analysis
Mr. Weldy,
Thank you for requesting our services for the referenced subject project. It is our understanding that the
Town desires that CK review and provide a preferred traffic calming concept to mitigate potential speed
concerns along the corridor as well as enhance El Lago Blvd within the project limits.
The following scope of work is anticipated to be completed as part of this work effort:
1.Field Review and Documentation
-Perform a field visit to review the existing field conditions. The review will observe and
check to identify any unique field considerations that may influence the outcome of the
analysis.
-Coordinate with the Town to obtain speed data along the corridor. It is understood the Town
will provide recent vehicular speed data along the project corridor.
2.Conduct vehicular speed analysis review
-Review Traffic Data Provided
-Perform speed analysis along the corridor in accordance with AASHTO and MUTCD
requirements.
3.Develop Traffic Calming Concepts along the Corridor
-Prepare two (2) concept alternatives for traffic calming measures along the corridor.
-CK will generate background layout from aerial map information provided by the Town. No
survey work is anticipated or included in the scope. Survey work will be considered
additional to the scope.
Submittals - Via e-mail to the Town for review (PDF)
-Draft Analysis Memorandum and Concept Alternatives
-Final Analysis Memorandum along with preferred Concept Alternative
Meetings via Tele or Web conference
-Kick-off Meeting (1 meeting)
-Coordination Meeting (1 meeting)
Optional
-Council Presentation – Assist the Town in presenting the study to the Town Council.
It is anticipated that the proposed review and analysis will be completed within 4 weeks from receipt of your
Notice to Proceed (NTP).
EXHIBIT B
Town of Fountain Hills – El Lago Blvd, Fountain Hills Blvd to Palisades Blvd Traffic Calming Analysis
May 10, 2021
Page 2
the CK Group, Inc.
16448 N. 40th Street, Suite A Phoenix, Arizona 85032
P: 602.482.5884 | F: 602 482.2885 | Email: ckgroup@theCKgroup.com
The estimated fee for the proposed services is $8,259.08 optional fee of $1,366.97 is included as described
above for a total project lump sum fee of $9,626.05.
Exhibit A – Derivation of Fee, outlines the man-hour basis for the proposed fee estimate
Cost associated with meeting(s) beyond those specified in the scope of work will be billed separately on a
time and material basis.
Thank you for allowing CK to assist on the proposed effort. Please, contact the undersigned directly should
you have any question or comment.
Respectfully,
the CK Group, Inc.
Amara Ibeji, PE
Project Manager