Agreement

PROFESSIONAL SERVICES AGREEMENT
59th Avenue Detection Upgrades
Final Design

This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE,
an Arizona municipal corporation ("City") and Kimley-Horn & Associates, Inc., a North Carolina Corporation,
authorized to do business in the State of Arizona, ("Consultant") as of the day of ,
2021 (“Effective Date”).

RECITALS
A. City intends to undertake a project for the benefit of the public and with public funds that is more fully set
forth in Exhibit A, Project (the "Project");
B. City desires to retain the professional services of Consultant to perform certain specific duties and produce

the specific work as set forth in the attached Exhibit B, Project Scope of Work (“Scope”);

Cc. Consultant desires to provide City with professional services (“Services”) consistent with best consulting or
architectural practices and the standards set forth in this Agreement, in order to complete the Project; and

D. City and Consultant desire to memorialize their agreement with this document.

AGREEMENT

The parties hereby agree as follows:
1 Key Personnel; Other Consultants and Subcontractors.

11 Professional Services. Consultant will provide all Services necessary to assure the Project is
completed timely and efficiently consistent within Project requirements, including, but not limited
to, working in close interaction and interfacing with City and its designated employees, and working
closely with others, including other consultants or contractors, retained by City.

1.2 Project ‘Team.
a. Project Manager.

(1) Consultant will designate an employee as Project Manager with sufficient training,
knowledge, and experience to, in the City's opinion, complete the project and
handle all aspects of the Project such that the work produced by Consultant is
consistent with applicable standards as detailed in this Agreement; and

(2) The City must approve the designated Project Manager.
b. Project Team.

(1) The Project Manager and all other employees assigned to the Project by
Consultant will comprise the "Project Team."

(2) Project Manager will have responsibility for and will supervise all other employees
assigned to the Project by Consultant.

c. Discharge, Reassign, Replacement.

(1) Consultant acknowledges the Project Team is comprised of the same persons and
roles for each as may have been identified in Exhibit A.

(2) Consultant will not discharge, reassign, replace or diminish the responsibilities of
any of the employees assigned to the Project who have been approved by City
without City's prior written consent unless that person leaves the employment of
Consultant, in which event the substitute must first be approved in writing by City.

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(3) Consultant will change any of the members of the Project Team at the City's
request if an employee's performance does not equal or exceed the level of
competence that the City may reasonably expect of a person performing those
duties, or if the acts or omissions of that person are detrimental to the
development of the Project.

Subcontractors.

(1) Consultant may engage specific technical contractors (each a "Subcontractor") to
furnish certain service functions.

(2) Consultant will remain fully responsible for Subcontractor's services.
(3) Subcontractors must be approved by the City.

(4) Consultant will certify by letter that all contracts with Subcontractors have been
executed incorporating requirements and standards as set forth in this Agreement.

Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project.

Consultant’s Work.

3.1

3.2

3.3

3.4

Standard. Consultant must perform Services in accordance with the standards of due diligence,
cate, and quality prevailing among consultants having substantial experience with the successful
furnishing of Services for projects that are equivalent in size, scope, quality, and other criteria under
the Project and identified in this Agreement.

Licensing. Consultant warrants that:

Consultant and its Subconsultants or Subcontractors will hold all appropriate and required

a.
licenses, registrations and other approvals necessary for the lawful furnishing of Services
("Approvals"); and

b. Neither Consultant nor any Subconsultant or Subcontractor has been debarred or
otherwise legally excluded from contracting with any federal, state, or local governmental
entity ("Debarment").

(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Consultant's contracting ability.

(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.

Compliance.

a. Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other
standards and criteria designated by City.

b. Consultant must not disctiminate against any employee or applicant for employment on

the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation,
gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Consultant will require any Sub-contractor to be bound to the
same requirements as stated within this section. Consultant, and on behalf of any
subcontractors, warrants compliance with this section.

Coordination: Interaction.

a.

For projects that the City believes requires the coordination of various professional
services, Consultant will work in close consultation with City to proactively interact with

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4.

3.5

any other professionals retained by City on the Project ("Coordinating Project
Professionals").

b. Consultant will meet to review the Project, Schedule and in-progress work with
Coordinating Project Professionals and City as often and for durations as City reasonably
considers necessary in order to ensure the timely work delivery and Project completion.

c. For projects not involving Coordinating Project Professionals, Consultant will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.

Work Product.

a. Ownership. Upon receipt of payment for Services furnished, Consultant grants to City,
and will cause its Subconsultants or Subcontractors to grant to the City, the exclusive
ownership of and all copyrights, if any, to evaluations, reports, drawings, specifications,
project manuals, surveys, estimates, reviews, minutes, all "architectural work" as defined in
the United States Copyright Act, 17 U.S.C § 101, ef seq., and other intellectual work product
as may be applicable ("Work Product").

(a) This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.

(2) Consultant warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.

b. Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.

c. City Use.
(1) City may reuse the Work Product at its sole discretion.
(2) In the event the Work Product is used for another project without further

consultations with Consultant, the City agrees to indemnify and hold Consultant
harmless from any claim arising out of the Work Product.

(3) In such case, City will also remove any seal and title block from the Work Product.

Compensation for the Project.

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4.2

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Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $87,065 as specifically detailed in Exhibit D
("Compensation").

Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

a. Adjustments to Compensation require a written amendment to this Agreement and may
require City Council approval.

b. Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.

c. Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.

Allowances. An “Allowance” may be identified in Exhibit D only for work that is required by the
Scope and the value of which cannot reasonably be quantified at the time of this Agreement.

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a. ‘As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts
identified in Exhibit D and any unused allowance at the completion of the Project will
remain with City.

b. Consultant may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subconsultant.

c. Consultant will not use any portion of an Allowance without prior written authorization
from the City.

d. Examples of Allowance items include, but ate not limited to, subsurface pothole

investigations, survey, geotechnical investigations, public participation, radio path studies
and material testing.

44 Expenses. City will reimburse Consultant for certain out-of-pocket expenses necessarily incurred
by Consultant in connection with this Agreement, without mark-up (the “Reimbursable
Expenses”), including, but not limited to, document reproduction, materials for book preparation,
postage, courier and overnight delivery costs incurred with Federal Express or similar carriers,
travel and car mileage, subject to the following:
a. Mileage, airfare, lodging and other travel expenses will be reimbursable only to the extent
these would, if incurred, be reimbursed to City of Glendale personnel under its policies
and procedures for business travel expense reimbursement made available to Consultant
for review prior to the Agreement’s execution, and which policies and procedures will be
furnished to Consultant;
b. The Reimbursable Expenses in this section ate approved in advance by City in writing; and
c. The total of all Reimbursable Expenses paid to Consultant in connection with this
Agreement will not exceed the “not to exceed” amount identified for Reimbursable
Services in the Compensation.
Billings and Payment.
5.1 Applications.
a. Consultant will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated
below.
b. The petiod covered by each Payment Application will be one calendar month ending on
the last day of the month.
5.2 Payment.
a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.
b. Payment may be subject to or conditioned upon City's receipt of:
qd) Completed work generated by Consultant and its Subconsultants and
Subcontractors; and

(2) Unconditional waivers and releases on final payment from all Subconsultants and
Subcontractors as City may reasonably request to assure the Project will be free of
claims arising from required performances under this Agreement.

5.3 Review and Withholding. City's Project Manager will timely review and certify Payment

Applications.

a. If the Payment Application is rejected, the Project Manager will issue a written listing of
the items not approved for payment.

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b. City may withhold an amount sufficient to pay expenses that City reasonably expects to
incur in correcting the deficiency or deficiencies rejected for payment.

6. Termination.
6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by

delivering a written termination notice stating the effective termination date, which may not be less
than 15 days following the date of delivery.

a. Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.

b. Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of
the required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of
this Agreement within seven days after receipt of written notice specifying the breach.

a. Consultant will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, are less than
the equitable amount due but not paid Consultant for Services furnished, City will pay the
amount due to Consultant, less City's damages, in accordance with the provision of Sec. 5.

b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject
to consequential damages more than $1,000,000 or the amount of this Agreement,
whichever is greater.

7. Conflict. Consultant acknowledges this Agreement is subject to A.RS. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or
consultant of any other party to this Agreement.

8. Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain
insurance against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of all tasks or work necessary to complete the Project as herein defined.
Such insurance shall cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.

8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products and completed operations, with limits of no less than $1,000,000 per
occurrence for bodily injury, personal injury, and property damage. If a general aggregate
limit applies, cither the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.

b. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.

c. Professional Liability. Consultant must maintain a Professional Liability insurance

covering errors and omissions arising out of the work or services performed by Consultant,
or anyone employed by Consultant, or anyone for whose acts, mistakes, errors and
omissions Consultant is legally liability, with a liability insurance limit of $2,000.000.00 for
each claim and a $2,000,000.00 annual aggregate limit.

d. Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.

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8.2

8.3

8.4

8.5

Indemnification.

a.

To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties") for, from, and against any and
all claims, demands, actions, damages, judgments, settlements, personal injury (including
sickness, disease, death, and bodily harm), property damage (including loss of use),
infringement, governmental action and all other losses and expenses, including attorneys!
fees and litigation expenses (each, a "Demand or Expense" collectively "Demands or
Expenses") asserted by a third-party (ie. a person or entity other than City or Consultant)
and that arises out of or results from the breach of this Agreement by the Consultant or
the Consultant’s negligent actions, errors or omissions (including any Subconsultant or
Subcontractor or other person or firm employed by Consultant), whether sustained before
or after completion of the Project.

This indemnity and hold harmless provision applies even if a Demand or Expense is in
part due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Consultant will be liable only to the extent the Demand or
Expense results from the negligence or breach of a responsibility of Consultant or of any
person of entity for whom Consultant is responsible.

Consultant is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.

Other Insurance Provisions. The insurance policies required by the Section above must contain,
ot be endorsed to contain the following insurance provisions:

a.

The City, its officers, officials, employees and volunteers are to be coveted as
additional insureds of the CGL and automobile policies for any liability arising from or
in connection with the performance of all tasks or work necessary to complete the Project
as herein defined. Such liability may arise, but is not limited to, liability for materials, parts
of equipment furnished in connection with any tasks, or work performed by Consultant or
on its behalf and for liability arising from automobiles owned, leased, hired or borrowed
on behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant’s existing insurance policies, provided such endorsement is
at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later
revisions are used.

For any claims related to this Project, the Consultant’s insurance coverage shall be
ptimary insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
employees or volunteers shall be in excess of the Consultant’s insurance and shall not
contribute with it.

Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VIL, unless the Consultant has obtained prior approval from the City stating that a
non-conforming insurer is acceptable to the City.

Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which
any insurer may acquire from Consultant by virtue of the payment of any loss. Consultant agrees
to obtain any endorsement that may be necessary to effect this waiver of subrogation. The
Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City
for all work performed by the Consultant, its employees, agent(s) and subcontractor(s).

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10.

11.

8.6 Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to
obtain, submit or secure the City’s approval of the required insurance policies, certificates or
endorsements prior to the City’s agreement that work may commence shall not waive the
Consultant’s obligations to obtain and verify insurance coverage as otherwise provided in this
Section. The City reserves the right to require complete, certified copies of all required insurance
policies, including any endorsements or amendments, required by this Agreement at any time
during the Term stated herein.

Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance
policies, certificates or endorsements shall not be considered a Force Majeure or defense for any
failure by the Consultant to comply with the terms and conditions of the Agreement, including any
schedule for performance or completion of the Project.

8.7 Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.

8.8 Special Risk or Circumstances. ‘The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
or other circumstances unique to the Consultant, the Project or the insurer.

E-verify, Records and Audits. To the extent applicable under A.RS. § 41-4401, the Consultant warrant
their compliance and that of its subconsultants with all federal immigration laws and regulations that relate
to their employees and compliance with the E-verify requirements under A.R-S. § 23-214(A). The
Consultant or subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement
and may result in the termination of the Agreement by the City under the terms of this Agreement. The City
retains the legal right to randomly inspect the papers and records of the other party to ensure that the other
party is complying with the above-mentioned warranty. The Consultant and subconsultant warrant to keep
their respective papers and records open for tandom inspection during normal business hours by the other
party. The parties shall cooperate with the City’s random inspections, including granting the inspecting party
entry rights onto their respective properties to perform the random inspections and waiving their respective
rights to keep such papers and records confidential.

No Boycott of Israel. The Parties agree that they are not currently engaged in, and agree that for the
duration of the Agreement they will not engage in, a boycott of Israel, as that term is defined in A.R.S. §35-
393.

Attestation of PCI Compliance. When applicable, the Consultant will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Consultant with oversight responsibility.

Notices.

12.1 A notice, request or other communication that is required or permitted under this Agreement (each
a “Notice") will be effective only if:

a. The Notice is in writing; and
b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).
c. Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, ift
(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
setvice; or
(2) As of the next business day after receipt, if received after 5:00 p.m.
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d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.

e Digitalized signatures and copies of signatures will have the same effect as original
signatures.

12.2 Representatives.

a. Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:

Tom McCullough, P.E.

7740 N 16% St, Suite 300
Phoenix, AZ 85020

b. City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale

c/o Allan Galicia

6201 W Myrtle Ave
Glendale, Arizona 85301

With required copy to:

City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301
c Concurrent Notices.
(1) All notices to City's representative must be given concurrently to City Manager

and City Attorney.

(2) A notice will not be deemed to have been received by City's representative until
the time that it has also been received by the City Manager and the City Attorney.

(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.

d. Changes. Consultant or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days ptior to the
change.

Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-
profit corporation or other entity whose primary purpose is to own or manage the Project.

Entire Agreement; Survival; Counterparts; Signatures.

14.1 Integration. This Agreement contains, except as stated below, the entire agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties
regarding the Project or this Agreement.

a. Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.

b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

c. Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response or any excerpts attached as Exhibit A, and this Agreement, will be resolved by
the terms and conditions stated in this Agreement.

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15.

16.

17.

14.2 Interpretation.
a. The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.

b. The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.

c. The Agreement will be interpreted in accordance with the laws of the State of Arizona.

14.3. Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.

14.4 Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

14.5 Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or mote right or remedy will not affect any other rights or remedies under this Agreement
ot applicable law.

14.6 Severability. If any provision of this Agreement is voided or found unenforceable, that

determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.

14.7 Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

Term.

15.1 Renewals. The term of this Agreement commences upon the effective date and continues for a
one (1) year initial period. The City may, at its option and with the approval of the Consultant,
extend the term of this Agreement an additional one (1), renewable on an annual basis. Consultant
will be notified in writing by the City of its intent to extend the Agreement period at least thirty (30)
calendar days prior to the expiration of the original or any renewal Agreement period. Price
adjustments will only be reviewed during the Agreement renewal period and will be a determining
factor for any renewal. There are no automatic renewals of this Agreement.

15.2 Extension for Procurement Process. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be
extended on a month-to-month basis for a maximum of six (6) months to allow for the City to
complete its procurement process to select a vendor to provide the services /materials similar to
those provided under this Agreement. The City will notify the Contractor in writing of its intent to
extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any
extension provided under this subsection will continue under the same terms and conditions as in
effect immediately prior to the expiration of the then-current term.

Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach

thereof, shall be settled by arbitration administered according to the American Arbitration Association’s

Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any

court having jurisdiction thereof.

Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A Project
Exhibit B Scope of Work
Exhibit C Schedule
Exhibit D Compensation

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The patties enter into this Agreement effective as of the date shown above.

ATTEST:

Julie K. Bower (SEAL)
City Clerk

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

10

City of Glendale,
an Arizona municipal corporation

By: Kevin R. Phelps
Its: City Manager

Kimley-Horn & Associates, Inc,,
a North Carolina Corporation

By: David Leistiko, P.E.
Its: Senior Vice President

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EXHIBIT A
Professional Services Agreement

PROJECT

This project consists of vehicle presence detection system upgrades at 25 signalized intersections along the 59th
Avenue roadway cortidor within the City of Glendale. The new detection system at each project intersection will
consist of either radar or video detection technology. It is assumed that there will be no ground disturbance for the
construction of the project improvements.

This agreement covers the development of scoping documents and final design documents and following the
ADOT LPA guidelines for project development utilizing Federal Funding for the project.

See Attached

EXHIBIT B
Professional Services Agreement

SCOPE OF WORK

Kimley» Horn

CITY OF GLENDALE
59" AVE DETECTION UPGRADE
MAG TIP: GLN22-060

FINAL DESIGN CIVIL ENGINEERING SERVICES

SCOPE OF SERVICES
Prepared June 1, 2021

The Project Scope of Work is generally described as follows:

This project consists of vehicle presence detection system upgrades at 25 signalized
intersections along the 59" Avenue roadway corridor within the City of Glendale. The new
detection system at each project intersection will consist of either radar or video detection
technology. It is assumed that there will be no ground disturbance for the construction of the

project improvements.

This project will utilize federal Congestion Mitigation and Air Quality (CMAQ) funding to
construct the project improvements.

Task No. 1— Project Management & Meetings

Kimley-Hor will establish a project management system to provide schedule and budget
control through June 2022. This will include regular coordination with the City and ADOT,
meetings, management of subconsultants, schedule development, invoicing, and internal

QA/QC.

The Consultant shall arrange and lead virtual meetings including the following:

e Kickoff meeting — Consultant will prepare for and attend/conduct the kick-off
meeting.

° Progress Meetings — Consultant will prepare and conduct progress meetings
with ADOT representatives and other stakeholders. Four progress meetings

are assumed for this project.

e Comment Resolution Meetings - Consultant will prepare and conduct
comment resolution meetings after the Initial Project Assessment (PA), Final
PA, Draft Procurement Document, and Final Procurement Document.

Meetings will involve pre-submitted agendas, meeting minutes, and a listing of follow-up items
via e-mail. Information and coordination meetings with other persons shall also be recorded,
documented, and submitted to the ADOT and City of Glendale’s Project Manager

602 944 5500

7740 N. 16th Street, Suite 300, Phoenix, AZ 85020)

kimley-horn.com

Kimley» Horn Page 2

The Consultant shall record "minutes" of the progress meetings for distribution to the team
members within seven (7) calendar days of the meeting.

Project management includes contract management, invoicing, internal meetings with staff,
and Quality Control/Quality Assurance.

Task No. 2 — Project Assessment

The Consultant assumes that because of the procurement nature and total construction
budget of this project, a Project Assessment (PA) will be required for this project as opposed
to a Design Concept Report (DCR). The Consultant will develop Initial PA consistent with
ADOT requirements. Key elements of the PA will generally include the following:

Title Page
Introduction
Background Data
Project Scope
Project Development Considerations
Environmental Requirements
Geotechnical and Drainage Requirements
Critical Outside Agency Involvement
Right-of-Way Requirements
Utility Relocation Requirements
Seasonal Considerations
Traffic Requirements
Design Criteria

i. Identification of Radar or Video Detection technology for Each Intersection
6. Other Requirements
Funding Sources
Project Development
Construction Administration
Certification Acceptance Procedures
Itemized Estimate
Vicinity Map with segments identified.
Revised Design Schedule
30% plans

APRONS

sep eaooD

Fareoorp

The Consultant will revise the Initial PA based on input from ADOT, the City and project
stakeholders. The Consultant will track all comments and resolutions to each comment.

The Consultant will complete the ADOT Systems Engineering Checklist during this task.

The Consultant will perform a site visit to each intersection.

kimley-horn.com | 7740 N. 16th Street, Suite 300, Phoenix, AZ 85020) 602 944 5500

Kimley» Horn Page 3

Task No. 3 — Draft Procurement Document

The Consultant will prepare technical specifications for procurement formatted as an Invitation
for Bid (IFB). The Consultant will work with the City of Glendale and ADOT to determine the
appropriate IFB/procurement format.

The Consultant will prepare equipment functional specifications and procurement
requirements in IFB form. This document will address the electronic components of the project

including the following:

e Radar Vehicle Presence Detection System
« Video Vehicle Presence Detection System

The specification documents will contain any special instructions to the Contractor for
installation requirements per the City.

Design Plans for each intersection will be prepared for the IFB. Each intersection will utilize
aerials for the topo basemap and show the following design details:

1. Removal of existing detection system and cabling
2. Installation of new vehicle presence detection system and proposed cabling in

existing conduit
3. Proposed equipment to be installed in the exisi8tng traffic signal cabinet.

The Consultant will prepare an estimate of probable costs for the contractor to furnish,
install, and testing of the vehicle presence detection systems.

Task No. 4 — Final Procurement Document

Following the receipt of comments to the draft submittal, the Consultant will prepare final IFB
procurement documents for submittal to ADOT for advertisement. This submittal will include
finalized technical specifications and a revised estimate of probable costs. The documents will

be submitted in PDF format.

Task No. 5 — R/W, Environmental, and Utilities and Railroad Coordination and
Clearances

The Consultant shall use all available utility location information including that obtained from
applicable previous construction projects, as provided by the ADOT Project Manager or City
of Glendale, and utility company maps. This information, and additional information gathered
later, shall be shown on the plans prior to submittal to the utility companies for review.

The Consultant will perform the following tasks to obtain Utility Clearance:

A. The Consultant shall obtain available utility and railroad data within the project limit,
as needed, to determine potential conflicts.

602 944 5500

7740 N. 16th Street, Suite 300, Phoenix, AZ 85020

kimley-horncom.

Kimley» Horn Page 4

B. The Consultant shall furnish copies of the Project PA, Draft IFB Procurement
Documents and Final Draft Procurement documents plans to the ADOT Utility and
Railroad Engineering Services (U&RR) and each utility company that has facilities in
the area.

Cc. It is currently not anticipated that the Consultant will be required to prepare planned
utility relocations and no hours are provided in the estimate for these services.

D. The Consultant shall provide and submit all necessary documents requested by the
ADOT U&RR for clearing the project. The Consultant shall work with ADOT for the
development of a final Utility Clearance Letter prior to the bidding of this project.

E. The Consultant wili work with the ADOT U&RR coordinator and Burlington Santa Fe
Railway project contact to upload project plans and address comments from the
railroad.

It is assumed that a Categorical Exclusion 1 (CE1) document will be developed by ADOT for
this project with input from the Consultant.

Due to the nature of this project it is assumed that R/W clearance will be provided by ADOT,
Task No. 6 — Bidding Phase Assistance

Kimley-Horn will provide bidding phase assistance to the City and ADOT answering pre-bid
questions or reviewing bid pricing.

Exclusions

The following items and services are not included in this scope of work and fee proposal.

¢ Obtaining Environmental Clearance
e Any additional items not mentioned and not specifically listed as a task in the sections

above

lf additional items are determined to be required, a separate agreement by contract
amendment or new contract shall be coordinated between Kimley-Hom and the City.

602 944 5500

kimley-horn.com | 7740 N. 16th Street, Suite 300, Phoenix, AZ 8502)

See Attached

EXHIBIT C
Professional Services Agreement

SCHEDULE

59*" Avenue Detection Upgrade
Design Schedule

Project Initiation

IGA Execution 6/9/21
PE Authorization 9/15/21
Kick-Off Meeting 9/21/21
Initial PA 11/4/21
Environmental Clearance 1/6/22
Final PA 1/12/22

Draft Technical Requirements/IFB/Intersection 2/23/22
Schematics

Utility Clearance 2/8/22

R/W Clearance 2/8/22

Final Technical Requirements/IFB/Intersection 4/7/22
Schematics

Invitation for Bid Advertisement 6/17/22

EXHIBIT D
Professional Services Agreement

COMPENSATION

METHOD AND AMOUNT OF COMPENSATION
Houtly rates plus allowable reimbursable expenses
NOT-TO-EXCEED AMOUNT

‘The total amount of compensation paid to Consultant for full completion of all work required by the Project during
the entire term of the Project must not exceed $87,065.

DETAILED PROJECT COMPENSATION

See attached.

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