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1 When recorded return to: City of El Mirage City Clerk 10000 N. El Mirage Road El Mirage, AZ 85335 DEVELOPMENT AGREEMENT PROJECT PHX 80 DYSART ROAD AND OLIVE AVENUE IMPROVEMENTS EL MIRAGE, ARIZONA THIS DEVELOPMENT AGREEMENT (this “Agreement”) is entered into this 2nd day of February, 2021(“Effective Date”) by Microsoft Corporation, a Washington corporation (“Owner”) and the CITY OF EL MIRAGE, an Arizona municipal corporation (“City”). RECITALS WHEREAS, Owner has a real property interest in or is the owner of that certain property located in the City of El Mirage, Arizona, consisting of approximately 150 acres, legally described as prepared by Owner in Exhibit “A” attached hereto and incorporated herein by reference (“Property”); WHEREAS, Owner intends to develop the Property in phases and when fully developed, may consist of multiple buildings; WHEREAS, the first phase of the development of the Property will consist of the construction of a data center building located on the Property (“Phase 1”); WHEREAS, Owner and City desire to facilitate the development of the Property as a part of the City’s growth and development. In furtherance of this aim, Owner and City have cooperated in the preparation of this Agreement; WHEREAS, the City desires to re-construct Dysart Road between Northern Avenue and Peoria Avenue to a five-lane roadway with curb and gutter, bike lanes and related appurtenances known as the “City’s Dysart Road Improvements”; WHEREAS, Pursuant to that Major Site Plan Approval evidenced by that Memorandum from City to Owner dated May 7, 2019 and that Letter from City to Owner dated May 22, 2019 (collectively known as the “Site Plan Approval”), Owner is required, as a condition of implementing its Phase 1 Site Plan, to design, construct, and dedicate certain roadway improvements consisting of: (i) the sidewalk, landscaping, irrigation, street lighting (except within 660’ of the Olive Avenue intersection) and interconnect conduit adjacent to the Owner’s property along Dysart Road (the “Owner’s Dysart Road Improvements”), and (ii) the half roadway, sidewalk, landscaping, irrigation, street lighting and interconnect conduit adjacent to Owner's 2 property along Olive Avenue (the “Olive Avenue Improvements”); collectively (i) and (ii) are known as the “Owner’s Responsibilities”; WHEREAS, City desires to complete the design and construction of the City’s Dysart Road Improvements, except for the items specified as the Owner’s Responsibilities in the Site Plan Approval, at City’s sole cost and expense; WHEREAS, Owner and City desire for City to complete the design and construction of the Owner’s Responsibilities at the same time as the City’s design and construction of the City’s Dysart Road Improvements, but at Owner’s costs and expense; WHEREAS, Owner is willing to pay costs for the design of the Owner’s Responsibilities in the amount set forth in the estimates attached hereto as Exhibit B plus a 20% contingency; WHEREAS, Owner and City desire to establish an estimate for the construction costs of the Owner’s Responsibilities pursuant to the terms and conditions of this Agreement, and for Owner to pay such estimated costs as its sole obligation with respect to the construction of the Owner’s Responsibilities; WHEREAS, Owner and City desire to enter into this Agreement in order to set forth the rights and obligations of each party with respect to the City’s Dysart Road Improvements and the Owner’s Responsibilities and the costs for the same; WHEREAS, pursuant to the provisions of Arizona Revised Statutes Annotated (“A.R.S.”) §§ 9-500.05, et seq., Owner and City are authorized to enter into this Agreement; AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions, it is agreed as follows: 1. INCORPORATION OF DOCUMENTS AND RECITALS. All documents and exhibits referred to in this Agreement are hereby incorporated by this reference into this Agreement, and the Recitals stated above are hereby incorporated by reference into this Agreement and made a part hereof. 2. COMPLIANCE. The determinations of the City in this Agreement and the assurances provided to Owner in this Agreement are provided pursuant to and as contemplated by A.R.S. § 9-500.05 and other applicable law, bargained for and in consideration for the undertakings of Owner set forth herein and contemplated by this Agreement and are intended to be and have been relied upon by Owner in undertaking the obligations of development of the Property. 3. RIGHTS RUN WITH THE LAND. The rights established under this Agreement are attached to and run with the Property. Upon the Effective Date of this Agreement, Owner and any successors or assigns are entitled to exercise the rights granted pursuant to this Agreement. 3 4. CITY CONSTRUCTION OF THE CITY’S DYSART ROAD IMPROVEMENTS. a. The City, at its sole cost and expense, shall design, engineer, permit, construct and install the City’s Dysart Road Improvements. b. City agrees and acknowledges that Owner shall not have any responsibility or obligation whatsoever with respect to the City’s Dysart Road Improvements, or the design, engineering, construction, installation, or operation thereof. 5. CITY DESIGN OF OWNER’S RESPONSIBILITIES. a. Design Estimates. The cost estimates for the design of the Owner’s Responsibilities from EPS Group, Inc., Wright Engineering Corporation, and Greey Picket, attached hereto as Exhibit “B” and incorporated herein by reference, indicate that the design cost is One Hundred Forty Nine Thousand Thirty-Five and no/100 Dollars ($149,035.00). A 20% Contingency shall also be added to the cost for a total of One Hundred Seventy Eight Thousand Eight Hundred Forty Two and no/100 Dollars ($178,842.00) (the “Estimated Design Cost”). b. Payment of Estimated Design Cost. Subject to the terms and conditions of this Agreement and in exchange for the valuable consideration provided herein, including, without limitation, the City’s representations, warranties and covenants in Section 26, Owner agrees to pay to the City an amount equal to the Estimated Design Cost within 30 days of the Effective Date. Upon receipt of the Estimated Design Cost, the full amount of the Estimated Design Cost amount shall be deposited by the City in the appropriate fund and must be used for paying the costs for the design of the Owner’s Responsibilities. c. Design of Owner’s Responsibilities. The City, shall design and engineer the Owner’s Responsibilities. City agrees and acknowledges that except for payment of the Estimated Design Cost to City, Owner shall not have any responsibility or obligation whatsoever with respect to the design or engineering of the Owner’s Responsibilities. d. Completion of Improvements. The City shall provide Owner with written notice of the completion of the design for the Owner’s Responsibilities within ten (10) business days after the final design drawings are approved by the City. 6. CITY CONSTRUCTION OF OWNER’S RESPONSIBILITIES. a. Construction Cost Estimate. When the City has sixty percent (60%) design drawings for the Owner’s Responsibilities, the City agrees to cause its engineer to prepare a construction cost estimate for the Owner’s Responsibilities, including a 20% contingency (the “60% Cost Estimate”) and to provide the 60% Cost Estimate to Owner. Owner shall have the right to elect one of the following in its sole discretion within ten (10) business days after receipt of the 60% Cost Estimate: 4 i. Owner may accept the 60% Cost Estimate, in which case Owner will, as its sole obligation with respect to the Owner’s Responsibilities, pay the amount of the 60% Cost Estimate to City ii. Owner may deny the 60% Cost Estimate and either (y) elect to construct the Owner’s Responsibilities itself, whereupon the City’s obligation to construct the Owner’s Responsibilities will terminate, or (z) provide to the City, for City’s approval, with an alternate cost estimate based on the 60% design for the Owner’s Responsibilities from an engineer selected and compensated by Owner (the “Alternate 60% Cost Estimate”), in which case the provisions of Section 6(b) apply. If Owner does not timely accept or deny the 60% Cost Estimate, it shall be deemed denied. b. Alternate Estimate. If Owner elects to provide the City with a cost estimate from an engineer selected by Owner pursuant to Section 6(a)(ii)(z) above, City shall accept or deny the Alternate 60% Cost Estimate within ten (10) business days by delivering written notice to Owner. If City does not timely accept or deny the Alternate 60% Cost Estimate it shall be deemed denied. If City accepts the Alternate 60% Cost Estimate, then Owner will, as its sole obligation with respect to the Owner’s Responsibilities, pay the amount of the Alternate 60% Cost Estimate within 30 days after the receipt of City’s written notice. Upon receipt of the payment for the Alternate 60% Cost Estimate, the full amount of the Alternate 60% Cost Estimate amount shall be deposited by the City in the appropriate fund and must be used for paying the costs for the construction of the Owner’s Responsibilities. c. Third Party Engineer Estimate. If City disapproves of the Alternate 60% Cost Estimate, then Owner and City shall within ten (10) business days after Owner’s receipt of written notice of the same, and the parties shall work in good faith to agree upon a third-party engineer, to be compensated by the Owner and to provide a final cost estimate for the construction of the Owner’s Responsibilities (the “Final Cost Estimate”) for approval by the parties. If Owner does not agree to the Final Cost Estimate, Owner may elect in its sole discretion to construct the Owner’s Responsibilities, whereupon the City’s obligation to construct the Owner’s Responsibilities will terminate. If Owner and City agree to such final cost estimate, then Owner will, as its sole obligation with respect to the Owner’s Responsibilities, pay the full amount of the agreed upon Final Cost Estimate within 30 days after the receipt of City’s written notice. Upon receipt of the payment of the Final Cost Estimate, the Final Cost Estimate amount shall be deposited by the City in the appropriate fund and must be used for paying the costs for the construction of the Owner’s Responsibilities. d. Estimate Funding; Sole Obligation. If Owner elects to accept any of the cost estimates (including the 60% Cost Estimate, the Alternate 60% Cost Estimate or the Final Cost Estimate) described in this Section 6, Owner’s payment of such cost estimate shall constitute Owner’s sole obligation with respect to the construction of the Owner’s Responsibilities, other than potential easements, and any costs and expenses in excess of such cost estimate shall be borne solely by City. e. Maximum Owner Obligation. Notwithstanding anything to the contrary herein, in no event shall Owner’s monetary obligation with respect to the Owner’s Responsibilities 5 (whether by payment of cost estimates or its construction of the Owner’s Responsibilities) exceed $3,500,000, excluding the Estimated Design Cost. The City may request that Owner grant additional temporary construction easements to facilitate the construction of the Owner’s Responsibilities, and any such temporary construction easements will be subject to Owner’s reasonable approval. f. Termination. Notwithstanding anything to the contrary herein, if Owner elects to construct the Owner’s Responsibilities itself in accordance with the terms of this Section 6, Owner may, without prior notice or the City’s consent, terminate this Agreement and record an instrument effectuating such termination in the official records of the Maricopa County Recorder, whereupon this Agreement shall terminate except for those provisions which expressly survive termination. g. Upon payment of applicable cost estimate for the construction of the Owner’s Responsibilities, the City will be solely responsible to cause the construction of the Owner’s Responsibilities, which construction shall occur contemporaneously with the City’s construction of the City’s Dysart Road Improvements. 7. SATISFACTION OF SITE PLAN STIPULATIONS; FUTURE APPROVALS AND PERMITS. a. City agrees and acknowledges that all of Owner’s obligations to construct and dedicate the City’s Dysart Road Improvements is deemed satisfied as of the Effective Date, and that Owner will not have any responsibility or obligation to design or construct any additional improvements related to the City’s Dysart Road Improvements prior to implementing the Phase 1 Site Plan for the Property. Further, City agrees and acknowledges that the Owner’s obligation to design the Owner’s Responsibilities is deemed satisfied upon payment of the Estimated Design Cost to City by Owner. Further, City agrees and acknowledges that the Owner’s obligation to construct the Owner’s Responsibilities is deemed satisfied upon payment of the applicable cost estimate for the construction of the Owner’s Responsibilities to the City by Owner. b. City further agrees and acknowledges that the timing and completion by the City of the design and construction of the City’s Dysart Road Improvements and the Owner’s Responsibilities will not affect the review, processing, approval, or issuance of any future Owner site plan, entitlement, plat, permit, or certificate of occupancy for Phase 1 or any future phase of development of the Property. 8. TERM. This Agreement is effective as of the date first set forth above and, except as otherwise set forth herein, shall remain effective until such time as Owner has completed all development on the Property. 9. NOTICES. All notices, filings, consents, approvals and other communications provided for herein or given in connection herewith shall be in writing and shall be given by personal delivery, overnight courier or facsimile transmission, or sent by registered or certified mail, postage prepaid, correctly addressed to the intended recipient at the address set forth below: 6 City: City of El Mirage 10000 N El Mirage Road El Mirage, AZ 85335 Attn: City Manager Owner: Microsoft Corporation One Microsoft Way Redmond, WA 98052 Attn: MSFT Engineering Copy to: Microsoft Corporation One Microsoft Way Redmond, WA 98052 Attn: Corporate, External, and Legal Affairs Copy to: Rose Law Group pc 7144 E. Stetson Dr., Ste. 300 Scottsdale, AZ 85251 Attn: Cameron Carter 10. WAIVER. No delay in exercising any right or remedy by either City or Owner shall constitute a waiver thereof. Waiver of any of the terms of this Agreement shall not be valid unless in writing and signed by all parties hereto. The failure of any party to enforce the provisions of this Agreement or require performance of any of the provisions, shall not be construed as a waiver of such provisions or affect the right of the party to enforce all of the provisions of this Agreement. Waiver of any breach of this Agreement shall not be held to be a waiver of any other or subsequent breach thereof. 11. BINDING EFFECT. The rights, benefits and obligations in this Agreement, shall be binding upon City and its successors and assigns. The rights, benefits and obligations in this Agreement shall be binding upon Owner and its successors and assigns. 12. GOVERNING LAW. This Agreement and all terms and conditions hereof, and any dispute, controversy, claim or cause of action arising out of or related to this Agreement is governed by the laws of the State of Arizona. 13. CHOICE OF FORUM. Notwithstanding A.R.S. § 12-406, any suit or action brought under this Agreement shall be commenced only in state or federal courts in the State of Arizona, Maricopa County. 14. EXERCISE OF AUTHORITY. It is understood and agreed that Owner shall not in any way exercise any portion of the authority or sovereign powers of City and shall not make or contract or commit or in any way represent itself as an agent for City. Nor shall anything in this Agreement be construed to create any partnership, joint venture or principal agency relationship between the parties. 7 15. RECORDATION. In order to provide notice to third parties, the City shall record this Agreement in the official records of the Maricopa County Recorder within ten (10) days after the full execution of this Agreement. 16. CONFLICT OF INTEREST. This Agreement is subject to the provisions of A.R.S. § 38-511. 17. SEVERABILITY OF PROVISIONS. Each term and provision of this Agreement shall be considered severable and if, for any reason, any term or provision of this Agreement be declared or be determined to be illegal or invalid, the validity of the remaining terms and provisions shall not be affected thereby, and said illegal or invalid term or provision shall not be deemed a part of this Agreement, notwithstanding any other provision of this Agreement to the contrary. 18. ADDITIONAL ACTS AND DOCUMENTS. Each party hereto agrees to do all such things and take all such actions, and to make, execute and deliver such other documents and instruments, as shall be reasonably requested to carry out the provisions, intent and purpose of this Agreement. If any action or approval is required of any party in furtherance of the rights under this Agreement, such approval shall not be unreasonably withheld. 19. AMENDMENTS. No amendment shall be made to this Agreement except by written document executed by City and Owner. Within ten (10) days after the execution of any amendment by both parties, the amendment shall be recorded with the Maricopa County Recorder, Maricopa County, Arizona. 20. ENTIRE AGREEMENT. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter of the Agreement and contains all the covenants and agreements between the parties with respect to said matter. 21. HEADINGS. The headings for the paragraphs of this Agreement are for convenience and reference purposes only and in no way define, limit or describe the scope or intent of said paragraphs nor in any way affect this Agreement. 22. ATTORNEYS FEES. In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Agreement, or an 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 or arbitrator or arbitration board, which shall be deemed to have accrued on the commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment or by arbitration award. As an alternative to filing a lawsuit to resolve the dispute, the parties may mutually agree to arbitrate the dispute. 23. ASSIGNMENT. Owner shall have the right to sell, transfer or assign part or all of the Property to any person or entity at any time during the duration of this Agreement. 8 24. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which shall constitute one and the same instrument. 25. DEFAULT. Failure or unreasonable delay by either party to perform or otherwise act in accordance with any term or provision hereof shall constitute a breach of this Agreement and, if the breach is not cured within 10 days after written notice thereof from the other party (the “Cure Period”), the breach constitutes a default under this Agreement; provided, however, that if the failure is such that more than 10 days would reasonably be required to perform such action or comply with any term or provision thereof, then the party shall have such additional time as may be necessary to perform or comply so long as the party commences performance or compliance within said 10 day period and diligently proceeds to complete such performance or fulfill such obligation. In the event a breach is not cured within the Cure Period, the non-defaulting party shall have all the rights and remedies that may be available at law or in equity. 26. REPRESENTATIONS AND WARRANTIES OF OWNER. As of the Effective Date, Owner represents, warrants and covenants to City as follows: a. Ownership. Owner is a Washington corporation and has the full right and authority to submit its interest in the Property to the provisions of this Agreement. b. Authorization. Owner is in good standing and is qualified to do business in Arizona. The person signing this Agreement on Owner’s behalf has the authority and right to enter into this Agreement on Owner’s behalf, without any further act or authorization. Owner is not prohibited from executing this Agreement by any law, rule, regulation, instrument, agreement, order or judgment. 27. REPRESENTATIONS, WARRANTIES AND COVENANTS OF CITY. As of the Effective Date, City represents, warrants and covenants to Owner as follows, with the understanding that each of the following are material to Owner’s willingness to enter in this Agreement, that Owner is relying on each of the following, and that Owner would not have agreed to enter into this Agreement but for each and every one of the following: a. Approval. City has approved this Agreement at a duly held and noticed public meeting by its Mayor and City Council, at which a quorum was duly present, and has authorized the execution hereof. b. Authorization. City is an Arizona municipal corporation, is in good standing and is qualified to do business in Arizona. The person signing this Agreement on City’s behalf has the authority and right to enter into this Agreement on City’s behalf, without any further act or authorization by City. City is not prohibited from executing this Agreement by any law, rule, regulation, instrument, agreement, order or judgment. c. Owner’s Responsibilities. From the Effective Date and through the date of completion of the Owner’s Responsibilities, the City will exercise, and the City will cause any of 9 its officials, employees, agents, representatives, contractors and subcontractors to exercise, diligent efforts to commence and pursue completion of the Owner’s Responsibilities. d. Use of Estimated Design Cost. The City will use the Estimated Design Cost and any portion thereof only for expenditures compatible with the applicable fund’s purpose, including for paying the costs for the design and construction of the Owner’s Responsibilities. 28. FORCE MAJEURE. If the City’s completion of the Owner’s Responsibilities contemplated in this Agreement is prevented or delayed, despite the City’s best efforts to perform, by causes beyond the City’s reasonable control, including strikes, riots, fires, floods, lightning, rain, earthquake, extraordinary wind or other weather events, war, invasion, insurrection, civil commotion, unavailability of resources due to national defense priorities or natural disaster recovery, any act of God, binding orders, actions or inactions of any court or governmental authority, legislative, executive, administrative, judicial agency or body, state or federal laws, regulations or ordinances, technological impossibility, changes in law or applicable regulations subsequent to the date hereof or any other similar or dissimilar cause beyond its reasonable control and not attributable to its neglect (each, a “Force Majeure Event”), upon the City providing written notice in reasonable detail to the Owner the requirement of completion of such Owner’s Responsibilities shall be postponed by a period equal to the period of time such party’s performance under this Agreement is prevented or delayed by such Force Majeure Event. Notwithstanding the foregoing, no City act, undertaking, action, inaction, law, regulation or ordinance, whether legislative, administrative, executive, or judicial in nature, shall constitute a Force Majeure Event. 29. EXCULPATION. In no event shall the Owner, its directors, officers, employees, agents and representatives, or any owner successors or assigns, be liable to the city or to any third party for any consequential, incidental, indirect, exemplary, special, or punitive damages whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not the Owner has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. The City hereby irrevocably and unconditionally waives any right to claim any damages described in this section. 30. INDEMNIFICATION. a. Owner, or Owner’ successors and assigns, agrees to defend, indemnify and hold harmless City, its officers, officials and employees from and against claims, damages, losses and expenses of any nature whatsoever (including but not limited to reasonable attorney fees, court costs, the costs of appellate proceedings, and all claim adjusting and handling expense) (collectively, “Claims”), relating to or arising out of Owner’ or its successors’ and assigns’ default under this Agreement; provided, however, the foregoing indemnity does not apply to any Claims relating to or arising out of City’s or City’s officers, officials, employees, agents, representatives or contractors gross negligence or willful misconduct. The indemnity provisions of this Agreement shall survive the termination of this Agreement. 10 b. The City agrees to defend, indemnify and hold harmless Owner, its directors, officers, employees, agents and representatives from and against any Claims relating to or arising out of (i) any act or omission by any party to this Agreement with respect to the terms and conditions of this Agreement, or (ii) the design, engineering, and construction of the City’s Dysart Road Improvements and design of the Owner’s Responsibilities, regardless of the source of any such Claim; provided, however, the foregoing indemnity does not apply to any Claims relating to or arising out of Owner’s or Owners’ directors, officers or employees gross negligence or willful misconduct. The indemnity provisions of this Agreement shall survive the termination of this Agreement. 31. BOYCOTT OF ISRAEL. Owner certifies that it is not currently engaged in and agrees for the duration of this Agreement that it will not engage in a boycott of Israel set forth in ARIZ. REV. STAT. § 35-393 and § 35-393.01. [Signature pages follow] 11 IN WITNESS WHEREOF, the Mayor and Council of El Mirage, Arizona, by its Mayor and its Clerk, duly authorized, have affixed hereunto their hand and caused its official seal to be affixed on this ____________ day of _______________, 2021_. CITY OF EL MIRAGE, an Arizona municipal corporation Alexis A. Hermosillo, Mayor STATE OF ARIZONA ) ) SS. COUNTY OF MARICOPA ) The foregoing Development Agreement was acknowledged before me this _____ day of ___________, 2021, before me by Alexis A. Hermosillo, Mayor of the City of El Mirage, an Arizona municipal corporation, and being authorized to do so, executed the foregoing instrument on behalf of the City for the purposes therein stated. Notary Public My Commission Expires: ____________ ATTEST: Sharon Antes, City Clerk Dated: Approval as to Form By: Justin Pierce, City Attorney 12 OWNER: Microsoft Corporation, a Washington corporation By: Its: State of _________________ ) )ss County of _______________ ) The foregoing Development Agreement was acknowledged before me this _____ day of _____________, 2021, by _________________________, the _________________ of Microsoft Corporation, a Washington corporation, and who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the and acknowledged to me that he being authorized to do so, executed the foregoing instrument for the purposes therein contained on behalf of Microsoft Corporation, a Washington corporation. Notary Public My Commission Expires: ____________ EXHIBIT A Legal Description EXHIBIT B Estimated Design Cost 1130 N. Alma School Road, Suite 120, Mesa, AZ 85201 | T: 480.503.2250 | F: 480.503.2258 | www.epsgroupinc.com August 26, 2020 Mr. Bryce Christo 10000 N. El Mirage Road El Mirage, AZ 85335 RE: PHX 80 Olive Avenue and Dysart Road Frontage Design Dear Mr. Christo, As requested, we have expanded our scope of services to include the design of Olive Avenue east of Dysart Road. This work will be comprised of the following: • Widening Olive Avenue to 660’ east of the Dysart Road intersection with curb gutter, sidewalk and a raised median. Full improvements will be provided on the south side of the road with partial improvements to the north. • Provide half street improvements along the south side of Olive Avenue to the east end of the PHX80 development (Approx. ½ mile east of Dysart Road). • Road tapers east of the PHX 80 parcel to tie back into existing. • Street lighting will be provided with median lighting in the area of the raised medians and lighting along the south side of Olive Avenue along the PHX 80 frontage. • Traffic signal interconnect (ITS conduit and pull boxes only) will be run along the fully improved south edge of Olive Avenue. • The Dysart Road frontage will largely be improved by the City; however, this scope of work will include the addition of sidewalk, traffic signal interconnect (ITS conduit and pull boxes only), and street lighting along the PHX 80 Dysart Road frontage. • Landscape plans will be provided as defined by the Greey Pickett scope and in a similar fashion to its previous design concepts. This will include both the Olive Avenue and Dysart Road PHX 80 frontages. • Drainage improvements will be provided via retention basins located on the PHX 80 parcel. A new drainage crossing of Olive Avenue will be provided. • Irrigation relocations are expected to be minimal and located principally at the east end of the PHX 80 parcel. The well site east of PHX 80 and its associated piping is assumed to remain in place. • Signing and pavement marking will be provided as applicable. 1130 N. Alma School Road, Suite 120, Mesa, AZ 85201 | T: 480.503.2250 | F: 480.503.2258 | www.epsgroupinc.com • The topographic survey will be extended to include the expanded project area. EPS Group will supplement the aerial mapping to locate various utilities and existing Bluestake markings, collect manhole inverts, drainage facility inverts, pipe inverts, for those features as required for design within the project limits. • All quantities and costs will be separately defined for the City’s Dysart Road project and the PHX 80 improvements. Plans will be submitted to the City per the following: • 30% level plan view only drawings of the proposed roadway improvements and striping. • 60% plans will be provided for only those sheets affected by the addition of Olive Avenue and the Dysart Road modifications into the overall plan set. (Plans will be submitted to the utility providers for their review) • 100% Plans will be provided incorporating the City’s comments and will be sealed. The following assumptions have been made in association with this modified scope of work: • No new right-of-way or easements will be required. • No utilities will require relocation other than some minor private irrigation modifications. • Olive Avenue plans will be incorporated into the overall Dysart Road plan set and bid accordingly. • No new water or sewer facilities will be provided. • Fencing for the PHX 80 site is not included. We appreciate the opportunity to assist the City with this addition to the Dysart Road project. If you have any questions concerning the proposed scope and fixed fee, please let me know. Sincerely, Elijah E. Williams, P.E. Project Manager Date: 8-26-20 Job No.: 18-146.4 Labor Class Rate $220.00 $190.00 $150.00 $145.00 $110.00 $105.00 $60.00 $140.00 $100.00 $80.00 $140.00 $125.00 $90.00 DESCRIPTION Principal Project Manager Project Engineer Sr. Engineer Engineer CAD Tecnician Clerical Landscape Architect Senior Landscape Designer Landscape Designer Survey 2-man Project Surveyor Survey Tech Task Cost Supplemental Topographic Survey 33 9 19 $7,455.00 Signal Interconnect Plans 6 22 32 $6,680.00 Private Irrigation Plans 8 12 10 $3,530.00 30% Plan View Layout Roll Plot 6 20 40 18 $10,430.00 60% Plans 18 52 70 65 $25,745.00 * Updates to Dyart Road plans 3 15 12 16 $5,820.00 * Final Drainage Report Update 4 12 24 3 $5,455.00 * Signing and Marking Plans 3 10 24 20 $6,760.00 100% Plans 12 40 65 45 $20,155.00 * Signing and Marking Plans 2 6 12 11 $3,725.00 * Special Provisions 4 6 $1,470.00 Bidding Assistance 2 8 2 $1,870.00 Design Quantities & Cost Estimates (60%, 100%) 5 18 24 16 $7,970.00 Project Management, Coordination w/Client, Utilities 10 22 16 1 $7,580.00 TOTAL HOURS 0 65 185 60 305 236 1 0 0 0 33 9 19 913 SUBTOTAL FEES $0.00 $12,350.00 $27,750.00 $8,700.00 $33,550.00 $24,780.00 $60.00 $0.00 $0.00 $0.00 $4,620.00 $1,125.00 $1,710.00 $114,645.00 $200.00 $3,100.00 $21,850.00 $139,795.00 $9,240.00 $149,035.00 Fee Estimation Worksheet PROJECT: City of El Mirage - PHX80 Olive Ave and Dysart Road Frontages Reimburseables Subconsultants TOTAL FIXED FEE TOTAL FIXED FEE w/ Allowances Greey | Pickett Allowances Wright Engineering Potholing (12 holes at $770ea) Additional Service Agreement 19295-002 ELECTRICAL ENGINEERING & LIGHTING DESIGN 165 EAST CHILTON CHANDLER, ARIZONA 85225 OFFICE: 480-497-5829 FAX: 480-497-5807 www.wrightengineering.us August 26, 2020 EPS Group 1130 N. Alma School Road Suite 120 Mesa, Arizona 85201 Re: Dysart Road – Olive Avenue & Dysart Extensions SL Design 19295 Attn: Elijah Williams, P.E. Proposal for Wright Engineering Corp. to complete services listed below: 1. Prepare 24”X36” street light plans for approx. 3,200lf of Olive Ave east of Dysart to be added to the overall plan set. 2. Prepare 24”X36” street light plans for approx. 1,900lf of Dysart Road south of Olive Ave to Butler to be added to the overall plan set. 3. Plans to be provided in pdf format to client for City submittal. 4. Address City redlines until plans are approved. Type of Billing: Lump sum upon completion Olive Avenue Extensions SL Design: $3,100 Wright Engineering, Corp. EPS Group, Inc. Signature: Signature: _______________________ By: Aaron Kutchinsky, P.E. By: ____________________________ Title: Vice President Title: ___________________________ Date: August 26, 2020 Date: ___________________________