Loading...
HomeMy WebLinkAbout2022 08.16 City Council Regular Agenda RESOLUTION NO. 22-16 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, TO RETROACTIVELY DESIGNATE THE CITY OF APACHE JUNCTION AS A DESTINATION MARKETING ORGANIZATION FOR THE PURPOSE OF COORDINATING TOURISM PROMOTION WITH THE ARIZONA OFFICE OF TOURISM. WHEREAS, the City of Apache Junction is a growing tourism destination for domestic and international visitors; and WHEREAS, the City of Apache Junction has established a tourism line-of-service and executed industry best practices through the Apache Junction Economic Development Department, including a VisitAJ tourism brand, a VisitAJ. com tourism website, and a VisitAJ marketing campaign; and WHEREAS, the Arizona Office of Tourism ("AOT") is the Destination Marketing Organization ("DMO") for the State of Arizona and is seeking to streamline efforts to coordinate tourism promotion through a local DMO designation campaign; and WHEREAS, AOT defines a DMO as NNa not-for-profit organization or governmental unit that is responsible for the tourism promotion and marketing of a destination on a year-round basis"; and WHEREAS, local DMOs must be designated by a municipality, county or tribal entity (the "Entity") ; and WHEREAS, AOT now requires DMO-designation for participatin in AOT programs, including grants, trade shows, and other opportunities for tourism promotion and funding; and WHEREAS, AOT requires the designated DMO to submit the AOT Designation of Destination Marketing Organization Affidavit, attached hereto as Exhibit A and incorporated herein by reference, and an official action by the Entity leadership that authorized the designation of the DMO; and WHEREAS, becoming a designated DMO within the State of Arizona would provide the City of Apache Junction the benefit of exclusive partnership and grant opportunities with AOT that would serve to promote local tourism, support local business, and generate local tax revenue; and RESOLUTION NO. 22-16 PAGE 1 OF 2 16 WHEREAS, the City Council of the City of Apache Junction have determined that it is in the best interest of the City to become a designated DMO in the State of Arizona. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION ARIZONA, AS FOLLOWS : 1) The mayor and city council designate the City of Apache Junction to become a Destination Marketing Organization for the purpose of recognition by the Arizona Office of Tourism and the authorization be effective retroactively from July 1, 2022 until revoked by the City Council but shall be effective at least until July 2023 . 2) Staff shall have the authority to execute the AOT Designation of Destination Marketing Organization Affidavit and other such documents that may be necessary to carry out the intent of the AOT Designation of DMO Affidavit. PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, THIS DAY OF , 20 SIGNED AND ATTESTED TO THIS DAY OF 20 WALTER "CHIP" WILSON Mayor ATTEST: JENNIFER PENA City Clerk APPROVED AS TO FORM: RICHARD J. STERN City Attorney RESOLUTION NO. 22-16 PAGE 2 OF 2 17 Exhibit A ARIZONA OFFICE OF TOURISM DESIGNATION OF DESTINATION MARKETING ORGANIZATION AFFIDAVIT STATE OF ARIZONA ) ss. COUNTY OF ) I, being first duly sworn, state as follows: 1. 1 am a duly authorized representative of (the "Entity"), located at the physical address of , and I may be reached at the following telephone number: 2.This affidavit attests that the following organization meets the Arizona Office of Tourism requirements and is designated as the DMO for the Entity: 3.The above-listed organization has been designated as the Entity's DMO, by official action,to wit: , on day of , 20_ (List official action, such as Resolution, Ordinance, and/or Contract) and date of execution) 4. 1 am attesting that, per the listed official action,the Entity agrees that such DMO designation will be effective indefinitely or until the Entity amends the designation. AOT can request written verification at any time. I certify that, under the penalty of perjury of the law of the state of Arizona,that the above written statements herein are true and accurate to the best of my knowledge, and that I have authority granted by the Entity to sign this affidavit. (Signature) (Printed or typed name) (Title) SUBSCRIBED AND SWORN to before me,the undersigned notary,this day of , 20_, by a person demonstrated to me to be based on Notary Public 2 ECONOMIC DEVELOPMENT AGREEMENT BETWEEN THE GREATER PHOENIX ECONOMIC COUNCIL AND THE CITY OF APACHE JUNCTION This AGREEMENT is entered into between the CITY OF APACHE JUNCTION, an Arizona municipal corporation ("City"), and the GREATER PHOENIX ECONOMIC COUNCIL ("GPEC"), an Arizona non-profit corporation, both of which may be hereinafter referred to collectively as the "Parties" or individually as a "Party". RECITALS A. City desires to retain the services of a regional economic development agency to undertake strategic worldwide economic development initiatives including business recruitment, expansion and attraction to bring additional jobs and positive economic outcomes to the Phoenix region. B. GPEC is one of the region's premier economic development groups for regional economic development services for the Phoenix region. C. The purpose of this agreement is to set forth the regional economic development program that GPEC agrees to undertake, the support that the City agrees to provide, the respective roles of GPEC and the City and the payment schedule between the City to GPEC for the 2022-2023 fiscal year. D. The Parties negotiated a similar agreement effective July 1, 2022 through June 30, 2023. NOW,THEREFORE, in consideration of the mutual promises contained herein, the CITY and GPEC agree as follows: I. RESPONSIBILITIES OF GPEC A. MISSION: Attract and grow quality businesses and advocate for Greater Phoenix's competitiveness. B. GOALS: GPEC is guided by and strategically focused on two specific long- range goals: 1. Marketing the region to generate qualified business/industry prospects in targeted economic clusters 2. Leveraging public and private allies and resources to locate qualified prospects, improve overall competitiveness, and sustain organizational vitality C. RETENTION AND EXPANSION POLICY: 1. GPEC's primary role is developing the Greater Phoenix region's market intelligence strategy for high wage, base industry clusters in coordination with representatives of GPEC member Page 1 of 13 20 communities. 2. Retention and expansion of existing businesses within GPEC member communities is primarily a local issue. 3. GPEC will support its member communities' efforts to retain and expand existing businesses through coordinating regional support and providing research on key retention and expansion projects. 4. GPEC will advise its member communities when an existing company contacts GPEC regarding a retention or expansion issue, subject to any legal or contractual non-disclosure obligations. D. ACTION PLAN AND BUDGET: In accordance with the Mission, Goals and Retention and Expansion Policy set forth above and subject to the availability of adequate funding, GPEC shall implement the Action Plan and Budget adopted by GPEC's Board of Directors, a copy of which has been delivered to the City, receipt of which is hereby acknowledged. A summary of the Action Plan is attached hereto as Exhibit A ("GPEC Action Plan"). The City shall be informed of any changes in the adopted GPEC Action Plan which will materially affect or alter the priorities established therein. Such notification will be in writing and will be made prior to implementation of such changes. Notwithstanding the foregoing, the City acknowledges and agrees that GPEC may, in its reasonable judgment in accordance with its own practices and procedures, substitute, change, reschedule, cancel or defer certain events or activities described in the GPEC Action Plan as required by a result of changing market conditions, funding availability, unforeseen expenses or other circumstances beyond GPEC's reasonable control. GPEC shall solicit the input of the City on the formulation of future marketing strategies and advertisements. The GPEC Action Plan will be revised to reflect any agreed upon changes to the GPEC Action Plan. E. PERFORMANCE TARGETS: Specific performance targets, established by GPEC's Executive Committee and Board of Directors, are attached hereto as Exhibit B ("GPEC Performance Measures") and shall be used to evaluate and report progress on GPEC's implementation of the GPEC Action Plan. In the event of changing market conditions,funding availability, unforeseen expenses or other circumstances beyond GPEC's reasonable control, these performance targets may be revised with the City's prior written approval, or with the prior written approval of a majority of the designated members of GPEC's Economic Development Directors Team ("EDDT"). GPEC will provide monthly reports on the 15th of each month to the City discussing in detail its progress in implementing the GPEC Action Plan as well as reporting the numerical results for each performance measurement set forth in Exhibit B. GPEC shall provide a copy of its annual external audit for the preceding fiscal year to the City no later than December 31, 2022. In the case of any benchmark which is not met, GPEC will meet with the EDDT to provide an explanation of the relevant factors and circumstances and discuss the approach to be taken in order to achieve the target(s). Failure to meet a performance target will not, by itself, Page 2 of 13 21 constitute an event of default hereunder unless GPEC: (i)fails to inform the City of such events; or (ii)fails to meet with EDDT to present a plan for improving its performance during the balance of the term of the Agreement. II. RESPONSIBILITIES OF THE CITY A. STAFF SUPPORT OF GPEC EFFORTS: The City shall provide staff support to GPEC's economic development efforts as follows: 1. The City shall respond to leads or prospects referred by GPEC in a professional manner within the time frame specified by the lead or prospect if the City desires to compete and if the lead is appropriate for the City. When available, the City agrees to provide its response in the format developed jointly by EDDT and GPEC. 2. The City shall provide appropriate local hospitality, tours and briefings for prospects visiting sites in the City. 3. The City shall provide an official economic development representative to represent the City on the EDDT, which advises GPEC's President and CEO. 4. The City shall cooperate in the implementation of GPEC/EDDT process improvement recommendations including the use of common presentation formats, exchange of information on prospects with GPEC's staff, the use of shared data systems, land and building data bases and private sector real estate industry interfaces. 5. The City shall use its best efforts to respond to special requests by GPEC for particularized information about the City within three business days after the receipt of such request. 6. In order to enable GPEC to be more sensitive to the City's requirements, the City shall, at its sole option, deliver to GPEC copies of any City approved economic development strategies, work plan, programs and evaluation criteria. GPEC shall not disclose the same to the other participants in GPEC or their representatives. 7. The City shall utilize its best good faith efforts to cause an economic development professional representing the City to attend all marketing events and other functions to which the City has committed itself. 8. The City agrees to work with GPEC to improve the City's competitiveness and market readiness to support the growth and expansion of the targeted industries as identified for the City in Exhibit C ("Targeted Industries"). B. NONEXCLUSIVE AGREEMENT: The City recognizes GPEC as a regional economic development organization for marketing the Greater Phoenix Page 3 of 13 22 region. Nothing in this agreement however prohibits the City from contracting with other regional economic development marketing providers for similar services. III. ADDITIONAL AGREEMENTS OF THE PARTIES: A. PARTICIPATION IN MARKETING EVENTS AND PROVISION OF TECHNICAL ASSISTANCE: Representative(s) of the City shall be entitled to participate in GPEC's marketing events provided that such participation shall not be at GPEC's expense. When requested and appropriate, GPEC will use its best efforts to provide technical assistance and support to City economic development staff for business location prospects identified and qualified by the City and assist the City with presentations to the prospect in the City or their corporate location. B. COMPENSATION &TERM: 1. The City agrees to pay$24,334 for services to be provided by GPEC pursuant to the Agreement during the fiscal year from July 1, 2022 ending on June 30, 2023, as set forth in this Agreement. This amount is based on approximately $0.6252 per capita applied to that portion of the City's population outside of Maricopa County plus $0.4897 per capita applied to that portion of the City's population within Maricopa County, based upon the based up on the 2021 Office of Economic Opportunity population estimate, which listed the City as having a population of 38,610 in Pinal County and 399 in Maricopa County. The payment by the City may, upon the mutual and discretionary approval of the board of directors of GPEC and the City, be increased or decreased from time to time during the term hereof in accordance with the increases or decreases of general application in the per capita payments to GPEC by other municipalities which support GPEC, but in no event shall the total compensation exceed $30,000.00 for the term of this Agreement. 2. Funding of this Agreement shall be subject to the annual appropriations of funds for this activity by the City pursuant to the required budget process of the City. 3. GPEC shall submit invoices for payment on an annual basis. The foregoing notwithstanding, if GPEC has not provided the City with the audit required pursuant to paragraph I(E) above no later than December 31, 2022, no payments shall be made hereunder until the City receives the audit report and is provided at least a 30 calendar day review and approval period. Invoices and monthly activity reports, substantially in the form of Exhibit D ("Reporting Mechanism for Contract Fulfillment") attached hereto, are to be submitted to the address listed under paragraph IV(P). C. MUTUAL COOPERATION: 1. The parties acknowledge that GPEC is a cooperative organization effort among GPEC and its member communities. Accordingly, the Page 4 of 13 23 City and GPEC covenant and agree to work together in a productive and harmonious manner, to cooperate in furthering GPEC's goals for FY2023. The City and GPEC further covenant and agree to comply with the Regional Cooperation Protocol, attached hereto as Exhibit F, in all material respects. 2. The City agrees to work with GPEC, as necessary or appropriate, to revise the performance measures, and/or benchmarks, and/or goals for the FY2024 contract. 3. The City agrees to work with GPEC during FY2023 to develop a revised public sector funding plan, including a regional allocation formula for FY2024, if determined to be necessary or appropriate. IV. GENERAL PROVISIONS: A. COVENANT AGAINST CONTINGENT FEES: GPEC warrants that no person or selling agent has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. For a breach or violation of this warranty, the City shall have the right to terminate this Agreement without liability or, in its discretion, to deduct the commission, brokerage or contingent fee from its payment to GPEC. B. PAYMENT DEDUCTION OFFSET PROVISION: GPEC acknowledges that no payment shall be made to any contractor as long as there is any outstanding obligation due to the City, and any such obligation shall be offset against payment due to GPEC. C. ASSIGNMENT PROHIBITED: No party to this agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and have no effect. D. INDEPENDENT CONTRACTOR; NO AGENCY: Nothing contained in this Agreement creates any partnership,joint venture or agency relationship between the City and GPEC. At all times during the term of this Agreement, GPEC shall be an independent contractor and shall not be an employee of City. City shall have the right to control GPEC only insofar as to the results of GPEC's services rendered pursuant to this Agreement. GPEC shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. GPEC shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. E. INDEMNIFICATION AND HOLD HARMLESS: During the term of this Contract, GPEC shall indemnify, defend, hold, protect and save harmless the City and any and all of its council members, appointees, officers and employees from and against any and all actions, suits, proceedings, claims and demands, loss, liens, costs, expense and liability of any kind and nature whatsoever, for injury to or death of persons, or damage to property, including property owned by City brought, made,filed against, imposed upon or sustained by the City, its appointees, officers, or Page 5 of 13 24 employees in and arising from or attributable to or caused directly or indirectly by the negligence, wrongful acts, omissions or from operations conducted by GPEC, its directors, officers, agents or employees acting on behalf of GPEC and with GPEC's knowledge and consent. Any party entitled to indemnity shall notify GPEC in writing of the existence of any claim, demand or other matter to which GPEC's indemnification obligations would apply, and shall give to GPEC a reasonable opportunity to defend the same at its own expense and with counsel reasonably satisfactory to the indemnified party. Nothing in this Subsection E shall be deemed to provide indemnification to any indemnified party with respect to any liabilities arising from the fraud, negligence, omissions or willful misconduct of such indemnified party. F. INSURANCE: GPEC shall procure and maintain for the duration of this Agreement, at GPEC's own cost and expense, insurance against claims for injuries to persons or damages to property which may arise from or in connection with this Agreement by GPEC, its agents, representatives, employees or contractors, in accordance with the Insurance Requirements set forth in Exhibit E ("Insurance Requirements"), attached hereto. The City acknowledges that it has received and reviewed evidence of GPEC's insurance coverage in effect as of the execution of this Agreement. G. GRATUITIES. The City may, by written notice to GPEC, terminate the right of GPEC to proceed under this Agreement upon one (1) calendar day notice, if it is found that gratuities in the form of entertainment, gifts, or otherwise were offered or given by GPEC, or any agent or representative of GPEC, to any officer or employee of the City with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performance of such contract; provided that the existence of the facts upon which the City makes such findings shall be an issue and may be reviewed in any competent court. In the event of such termination, the City shall be entitled to pursue all legal and equitable remedies against GPEC available to the City. H. EQUAL EMPLOYMENT OPPORTUNITY. During the performance of this Agreement, GPEC agrees as follows: 1. GPEC will not discriminate against any employee or applicant for employment because of race, color, religion, gender, sexual orientation, national origin, age or disability. GPEC shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, gender, sexual orientation, national origin, age or disability. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. GPEC agrees to post in conspicuous Page 6 of 13 25 places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 2. GPEC will, in all solicitations or advertisements for employees place by or on behalf of GPEC, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, sexual orientation, national origin, age or disability. 3. GPEC will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to Agreements or subcontracts for standard commercial supplies or new materials. 4. Upon request by the City, GPEC shall provide City with information and data concerning action taken and results obtained in regard to GPEC's Equal Employment Opportunity efforts performed during the term of this Agreement. Such reports shall be accomplished upon forms furnished by the City or in such other format as the City shall prescribe. I. COMPLIANCE WITH APPLICABLE FEDERAL AND STATE LAWS REQUIRED. GPEC understands and acknowledges the applicability of the American with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free Workplace Act of 1989 and agrees to comply therewith in performing under any resultant agreement and to permit City inspection of its records to verify such compliance. 1. GPEC warrants to the City that, to the extent applicable under A.R.S. § 41-4401, GPEC is in compliance with all Federal Immigration laws and regulations that relate to its employees and with the E-Verify Program under A.R.S. § 23-214(A). GPEC acknowledges that a breach of this warranty by GPEC or any subconsultants providing services under this Agreement is a material breach of this Agreement subject to penalties up to and including termination of this Agreement or any applicable subcontract. The City retains the legal right to inspect the papers of any employee of GPEC or any subconsultant who works on this Agreement to ensure compliance with this warranty. 2. The City may conduct random verification of the employment records of GPEC and any of its subconsultants who work on this Agreement to ensure compliance with this warranty. 3. The City will not consider GPEC or any of its subconsultants who work on this Agreement immaterial breach of the foregoing warranty if GPEC and such subconsultants establish that they have complied with the employment verification provisions prescribed by 8 USCA § 1324(a) and (b) of the Federal Immigration and Nationality Act and the e-verify requirements prescribed by Arizona Revised Statutes § 23-214(A). Page 7 of 13 26 4. The provisions of this Section I must be included in any contract GPEC enters into with any and all of its subconsultants who provide services under this Agreement or any subcontract to provide services under this Agreement. As used in this Section I "services" are defined as furnishing labor, time or effort in the State of Arizona by a contractor or subcontractor. Services include construction or maintenance of any structure, building or transportation facility or improvement to real property. 5. Pursuant to A.R.S. §§ 35-393 through 35-393.03, GPEC hereby certifies to the City that GPEC does not have any contracts/services/providers/suppliers that boycott Israel. J. TERMINATION. City shall have the right to terminate this Agreement if GPEC shall fail to duly perform, observe or comply with any covenant, condition or agreement on its part under this Agreement and such failure continues for a period of 30 calendar days (or such shorter period as may be expressly provided herein) after the date on which written notice requiring the failure to be remedied shall have been given to GPEC by the City; provided, however, that if such performance, observation or compliance requires work to be done, action to be taken or conditions to be remedied which, by their nature, cannot reasonably be accomplished within 30 calendar days, no event of default shall be deemed to have occurred or to exist if, and so long as, GPEC shall commence such action within that period and diligently and continuously prosecute the same to completion within 90 calendar days or such longer period as the City may approve in writing. The foregoing notwithstanding, in the event of circumstances which render GPEC incapable of providing the services required to be performed hereunder, including, but not limited to, insolvency or an award of monetary damages against GPEC in excess of its available insurance coverage and assets, the City may immediately and without further notice terminate this Agreement. K. RESPONSIBILITY FOR COMPLIANCE WITH LEGAL REQUIREMENTS. GPEC's performance hereunder shall be in material compliance with all applicable federal, state and local health, environmental, and safety laws, regulations, standards, and ordinances in effect during the performance of this Agreement. L. INSTITUTION OF LEGAL ACTIONS. Any legal actions instituted pursuant to this Agreement must be filed in the county of Pinal, State of Arizona, or in the Federal District Court in the District of Arizona. In any legal action, the prevailing party in such action will be entitled to reimbursement by the other party for all costs and expenses of such action, including reasonable attorneys'fees as may be fixed by the Court. M. APPLICABLE LAW. Any and all disputes arising under any Agreement to be awarded hereunder or out of the proposals herein called for, which cannot be administratively resolved, shall be tried according to the laws of the State of Arizona, and GPEC shall agree that the venue for any such action shall be in the State of Arizona, Pinal County. Page 8 of 13 27 N. CONTINUATION DURING DISPUTES. GPEC agrees that, notwithstanding the existence of any dispute between the parties, each party shall continue to perform the obligations required of it during the continuation of any such dispute, unless enjoined or prohibited by an Arizona court of competent jurisdiction. O. CITY REVIEW OF GPEC RECORDS. GPEC must keep all Agreement records separate for three years and make them available for audit by City personnel upon request . P. NOTICES. Any notice, consent or other communication required or permitted under this Agreement shall be in writing and shall be deemed received at the time it is personally delivered, on the day it is sent by facsimile transmission, on the second day after its deposit with any commercial air courier or express service or, if mailed, three (3) business days after the notice is deposited in the United States mail addressed as follows: If to City: Bryant Powell City Manager City of Apache Junction 300 East Superstition Boulevard Apache Junction, AZ 85119 Phone: (480) 474-5092 Fax: (480) 474-5110 If to GPEC: Chris Camacho President and Chief Executive Officer Greater Phoenix Economic Council Two North Central Avenue, Suite 2500 Phoenix, Arizona 85004-4469 Phone: (602) 256-7700 FAX: (602) 256-7744 Any time period stated in a notice shall be computed from the time the notice is deemed received. Either party may change its mailing address or the person to receive notice by notifying the other party as provided in this paragraph. Q. TRANSACTIONAL CONFLICT OF INTEREST. Notwithstanding paragraph IV(J), all parties hereto acknowledge that this Agreement is subject to cancellation by the City pursuant to the provisions of A.R.S. § 38-511. R. NONLIABILITY OF OFFICIALS AND EMPLOYEES. No member, official or employee of the City will be personally liable to GPEC, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to GPEC or successor, or on any obligation under the terms of this Agreement. No member, official or employee of GPEC will be personally liable to the City, or any successor in interest, in the event of any default or breach by the GPEC or for any amount which may become due to the City or successor, or on any obligation under the terms of this Agreement. Page 9 of 13 28 S. SEVERABILITY. City and Consultant each believe that the execution, delivery and performance of this Agreement are in compliance with all applicable laws. However, in the unlikely event that any provision of this Agreement is declared void or unenforceable (or is construed as requiring City to do any act in violation of any applicable laws, including any constitutional provision, law, regulation, or city code), such provision shall be deemed severed from this Agreement and this Agreement shall otherwise remain in full force and effect; provided that this Agreement shall retroactively be deemed reformed to the extent reasonably possible in such a manner so that the reformed agreement (and any related agreements effective as of the same date) provide essentially the same rights and benefits (economic and otherwise) to the Parties as if such severance and reformation were not required. Unless prohibited by applicable laws, the Parties further shall perform all acts and execute, acknowledge and/or deliver all amendments, instruments and consents necessary to accomplish and to give effect to the purposes of this Agreement, as reformed. T. CAPTIONS. The captions contained in this Agreement are merely a reference and are not to be used to construe or limit the text. U. NO THIRD PARTY BENEFICIARIES. No creditor of either party or other individual or entity shall have any rights, whether as a third-party beneficiary or otherwise, by reason of any provision of this Agreement. V. Disclosure of Confidential Information If Required By Law. This agreement allows the Parties to disclose Confidential Information, as defined below, to each other under the following terms. In the opinion of the Parties to this Agreement: (1) the Confidential Information is the proprietary property of the Parties and is strictly confidential and privileged pursuant to, among other laws, A.R.S. §§44-401, et seq., (2) the release of the Confidential Information provided could cause harm to the Parties' competitive position, (3) the Confidential Information is potentially personal and private, and (4) the Confidential Information is exempt from disclosure under the Arizona Public Records and Open Meeting Laws, A.R.S. § 39-121, et seq. The Agreement does not license, assign, or convey any intellectual property or proprietary rights from any Party to any other Party. "Confidential Information" means non-public information, know-how, or trade secrets in any form, that: 1. Are designated as being confidential; or 2. A reasonable person knows or reasonably should understand to be confidential. The City must comply with and may be subject to certain disclosure requirements under the Arizona public records law (A.R.S. § 39-101, et seq.). The City may disclose Confidential Information if required to comply with a court order or other government demand that has the force of law. Prior to disclosure, the Party must: 1. Seek the highest level of protection available; and Page 10 of 13 29 2. Give GPEC reasonable prior notice of the request for records and identified responsive documents to allow them to seek a protective order, unless such notice is not permitted under law. W. ENTIRE AGREEMENT,WAIVERS AND AMENDMENTS. This Agreement may be executed in up to three (3) duplicate originals, each of which is deemed to be an original. This Agreement, including eleven (11) pages of text and the below-listed exhibits which are incorporated herein by this reference, constitutes the entire understanding and agreement of the parties. Exhibit A- GPEC Action Plan Exhibit B- GPEC Performance Measures Exhibit C -Targeted Industries Exhibit D - Reporting Mechanism for Contract Fulfillment Exhibit E- Insurance Requirements Exhibit F- Regional Cooperation Protocol This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. Except as otherwise expressly provided in this Agreement, any failure or delay by any party in asserting any of its rights or remedies as to any default, will not operate as a waiver of any default, or of any such rights or remedies, or deprive any such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the City or GPEC, and all amendments hereto must be in writing and signed by the appropriate authorities of the parties hereto. [SIGNATURES APPEAR ON FOLLOWING PAGES] Page 11 of 13 30 IN WITNESS WHEREOF, the parties hereto have executed the Agreement this day of , 2022. City of Apache Junction, an Arizona municipal corporation By: Walter "Chip" Wilson, Mayor ATTEST: By: Jennifer Pena, City Clerk APPROVED AS TO FORM: By: Richard J. Stern, City Attorney STATE OF ARIZONA ) ) ss. COUNTY OF PINAL ) On this day of , 2022, before me, the undersigned Notary Public, personally appeared Walter "Chip" Wilson, who acknowledged himself to be the mayor of the city of Apache Junction, an Arizona municipal corporation, that he, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as such officer. In witness whereof, I hereunto set my hand and official seal. Notary Public My commission expires: Page 12 of 13 31 GREATER PHOENIX ECONOMIC COUNCIL, an Arizona nonprofit corporation By: Chris Camacho, President & Chief Executive Officer STATE OF ARIZONA ) ss. COUNTY OF MARICOPA ) On this day of , 2022, before me, the undersigned Notary Public, personally appeared Chris Camacho, who acknowledged himself to be the President & Chief Executive Officer of Greater Phoenix Economic Council, an Arizona non-profit corporation, that he, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as such officer. In witness whereof, I hereunto set my hand and official seal. Notary Public My commission expires: Page 13 of 13 32 #GreaterPHXtogether Act4ion n ii slow RIF v Greater Phoenix Economic Council 4�, What we experienced in FY22 our partners across the region and was a new beginning.The world a deliberate approach to diversify was challenged and our economy over the last decade Letterfrom changed by two years of enabled us to once again drive a uncertainty spurred by record number of jobs to the region, Chr*ls Carnacho the COVID-19 pandemic. growing investments in Greater Our normal was redefined Phoenix in high-tech and emerging President and CEO, Greater while our market shifted market sectors. Recognized as the Phoenix Economic Council and found strength in the top EDO globally by the International power of collaboration Economic Development Council, and unstoppable spirit. An agile GPEC built upon momentum in response from the GPEC team and the market to drive high-quality 1 34 development focused on equitable, strategies enumerated in the three- dynamic and anti-fragile growth. year strategic plan. GPEC will "We are committed to continue to learn and grow. We maintaining our status as As the world changes around us, are committed to maintaining our a best-in-class economic we must adapt and lead. In FY23, status as a best-in-class economic development organization GPEC embarks on the first year of development organization and will and will expand our its new strategic plan - envisioning expand our capabilities to bring capabilities to bring Greater Phoenix as a national and positive outcomes to the region we positive outcomes to international leader and building an serve - impacting one business, one the region we serve - economy that serves all residents. job, one life at a time. impacting one business, Tactics in this action plan articulate the ways we will execute upon the one job, one life at a time." Our Mission Our 1up • attract and grow quality The G PEC Way businesses, • advocate for - ' - Phoenix's 0 We are an inclusive, diverse family competitiveness. E We are change agents I Q We lead from the front We promote intellectual curiosity We remain on the edge We are tenacious 1m o We are agile and adapt to change 46 Q We are committed to selfless service T � Our Vision Be the leading market driving innovation in a dynamic, anti -fragile and equitable economy that enables all residents to benefit and prosper. v) 0 • 5Strategic Plan FY2 - 2 MCIORIM • � F • �Mii Lead an ambitious shared Enhance the foundation Expand organizational vision for the region's of the future economy capacity to serve the economic future with a focus on emerging Greater Phoenix economic and innovation-driven ecosystem and meet the industry sectors needs of the market Three-year Strategic Plan Goals StrategiesStrategic Plan Strategic Plan Strategic Plan Strategies - . - Action Plan Action Plan Action Plan Tactics Tactics Tactics 5 38 STRATEGIC PLAN GOAL 1 Strateq *ies and Tact*ics Building on a comprehensive approach to economic development, FY23 will focus on working with partners to identify, articulate, and pursue objectives that will create impact on key economic imperatives and policy priorities. Strategies �+ Convene the community Q Drive conversations around Be a leading voice regionally to articulate a vision for the policy priorities that and nationally on economic region's future and inspire enhance the pillars of an development priorities and action around key economic innovation economy such as strategies imperatives infrastructure, education and workforce development, smart and agile land use, and a capital-friendly environment FY23 Tactics Continue working with peer Create a policy playbook to provide Author thought leadership pieces to organizations to understand, monitor, guidance on economic-development- convey priorities for the region and refine coordinated efforts to enabling legislation Continue to engage federally to address economic imperatives and Engage legislative and executive advance national competitiveness make clear why these imperatives are branch leadership on key policy issues focused on innovation industries vital to continued economic success for our region Support economic development and Utilize GPEC's network as advocates transportation initiatives, including to carry key messaging throughout Prop. 400 the market ca) 39 STRATEGIC PLAN GOAL 2 Strategioes and Tact*ics GPEC has maintained an aggressive approach to economic development and will continue to be laser focused on excelling and innovating on business attraction, branding and cluster development strategies. Strategies Q Fortify business attraction Q Enhance the perception of the Q Lead on data analytics efforts to remain best-in- Greater Phoenix market as a and cutting-edge research class and execute on sector- premier location for people capabilities to provide focused strategies and businesses to live, grow intelligence to clients and and work stakeholders FY23 Tactics C✓i Maintain strong ties in key Take advantage of key events in the Use novel data and analytics to international markets, specifically the region to increase brand recognition identify emerging industries and APAC, European and North American and competitiveness high-wage sectors primed for growth regions E✓1 Explore partnerships that can Ei Enhance abilities to proactively Evaluate new markets and lead enhance GPEC voice to drive identify and assess risk and mitigating generation capabilities in strategic #GreaterPHXtogether messaging factors to expanding companies as industries ✓ Collaborate to create aftercare part of GPEC's consultative model Continue robust outreach to business processes to ease transitions following E Create an economic scorecard to attraction multipliers such as site client entry to market measure and monitor the health of selectors and brokers Greater Phoenix beyond top line Evaluate outreach strategies to enhance engagement with GPEC economic indicators, incorporating diversity, equity and inclusion measures Provide intelligence to the market on key developments impacting key industries and competitiveness 7 40 'T"" AMIV L----•ram-- Q Intensify support for regional entrepreneurship with a focus �? on equity, capital strategies and innovation in collaboration with 25 regional partners Ci Align efforts with local partners to further enhance the entrepreneurial ecosystem Ci Advance opportunities for growth in S� innovation infrastructure regionally G i- 41 STRATEGIC PLAN GOAL 3 Strategioes and Tact*ics Named the top economic development organization globally in FY22, GPEC will build on successful strategies to enhance the organization's influence and longevity, honing world-class talent and delivering value for the region. Strategies 0+ Grow capacity through 0+ Coordinate with key 0+ Evaluate organizational metrics increased investment and stakeholder groups to enable to measure impact beyond diversified funding to provide an agile response to the needs business attraction resources that enable of Greater Phoenix execution against strategic economic initiatives FY23 Tactics Pursue strategies to target high-level Continue to provide programming Survey best-practices from peer investor opportunities relevant to stakeholders through the organizations to demonstrate value Evi Drive and support pursuit of ambassador program and regional the organization provides beyond federal monies to support work reports to the market business attraction efforts focused on innovation infrastructure Evaluate means for real-time development feedback from communities and partners on imperatives for the region and GPEC's role in driving them Utilize the Community Partnership Program to work with communities to identify and address emerging needs 9 42 ,►, y I . 0 Invest in and fortify internal (D Evaluate best practices and capabilities through recruitment bylaws to ensure the GPEC's and professional development Board of Directors remains high- to maintain a best-in-class caliber and activated to support economic development team the organizational mission anchored in innovation Ci Provide opportunities for GPEC staff Evaluate best practices and bylaws to members in-market and nationally ensure the GPEC's Board of Directors to be elevated and recognized as remains high-caliber and activated to experts in our field support the organizational mission Eii Continue to enhance and streamline Implement recommendations from the platforms internally to ensure efficient Ad Hoc Governance Committee of the and effective data management Board of Directors to encourage best Eli Review internal processes to ensure practices for board development and diversity, equity, and inclusion are top engagement of mind v, 43 Metrics GPEC calculated the metrics FY23 Metrics for FY23 based on historical Contract Target Stretch performance and recent trends in office and industrial prospect activity. Prospect Payroll (in Millions) $429.88 $477.64 $525.41 metrics have returned to pre-pandemic levels. Jobs 7,683 8,537 9,391 - High-Wage Jobs 4,173 4,637 5,101 Average High-Wage Salary $64,198 $71,331 $78,464 Qualified Prospects 239 266 293 M -r-- - Qualified International Prospects 43 48 53 GPEC Assists 10 12 14 44 Budget Overview Approved Approved YOY YOY Income FY23 FY22 Var.$ Var.% City/County Contract Revenue $2,822,580 $2,793,743 $28,837 1% Pledge Revenue $3,783,476 $3,147,120 $636,356 20% New Pledges $500,000 $350,000 $150,000 43% In-Kind Contributions $140,500 $140,500 $- 0% Special Events&Programs $181,609 $181,400 $209 0% Sponsorship Income $281,000 $51,293 $229,707 448% Grant Income $- $225,062 $(225,062) (100%) Other Income $1,000 $1,000 $- 0% Total Income $7,710,165 $6,890,118 $820,047 12% Approved Approved YOY YOY Expenses FY23 FY22 Var.$ Var.% Business Development $716,878 $458,522 $258,356 56% Marketing&Communications $474,278 $480,510 $(6,232) (1%) Research&Analytics $261,720 $243,324 $18,396 8% Engagement $167,647 $157,868 $9,779 6% Strategy $67,680 $119,130 $(51,450) (43%) Regional Initiatives $249,235 $291,200 $(41,965) (14%) Operations $474,270 $467,279 $6,991 1% Personnel $5,072,166 $4,212,671 $859,495 20% Facilities $561,033 $530,133 $30,900 6% Special Events&Programs $181,609 $404,842 $(223,233) (55%) Total Expenses $8,226,516 $7,365,479 $861,037 12% Net Income/(Loss) $(516,351) $(475,361) $(40,990) 9% v, 45 Investors Chairman's Council Directors Council Honeywell Aerospace Bell Bank FirstBank • Acronis SCS HonorHealth Blue Cross Blue Flinn Foundation •�� Alaska USA Federal Intel Shield of Arizona Gammage&Burnham Relocation �% Credit Union JE Dunn Construction Bridge Concierge Graycor Construction a ps • Alliance Bank of Arizona Kitchell Green Maple Law Group • Knight-Swift Bristol Myers Squibb hardison/downe • American Airlines g BRPH y • American Express Transportation construction • M Culinary Bryan Cave Leighton Hensley • Arizona Coyotes Paisner LLP • Arizona Diamondbacks Mayo Clinic Mid First Bank Hines • BRYCON Construction Corporate Council Arizona Republic/ Burns&McDonnell Holualoa Companies LOCALiQ Mortenson HotFoot Recruiters • Bank of America Oaktree Capital Cener omer Immedia ARRAY Management Centers f A ers of America • Banner Health g CapRock Partners Irgens TECHNOLOGIES • Benchmark OnQFinancial JLL Colliers International Electronics,Inc. Perkins Coie LLP Layton Construction • BMO Harris Bank Phoenix Suns Commonwealth Lee&Associates Land Title National • Brookfield Residential Pivotal Group Commercial Services Lincoln Property CHASE Cp COX CBRE Polsinelli Cresa Company • Chicanos Por La Causa Quarles&Brady Crescent Crown Meritage Homes • Clayco Rise48 Equity Distributing MST Solutions • Cousins Properties Sherman&Howard Crown Realty& Nationwide Realty • Creighton University Snell&Wilmer Development Investors Executive Council Cushman&Wakefield Northern Trust • Desert Financial Squire Patton Boggs Credit Union Valley Metro Davis Architecture Okland Construction • Dignity Health Valley of the Deloitte Olsson Arizona State / Sun United Way De Rito Partners OneAZ Credit Union University �p�•Ppj� DMB Associates Y EMD Electronics Weitz Company Deutsch Opus Development Architecture Group Company • Empire Southwest Ernst DFDG Architecture Page Z ' MARICOPA Dircks Moving Partners Personnel COMMUNITY COLLEGES KUDELSKI GROUP Freeport McMoRan Inc. &Logistics Leadership Council Phoenix Children's eaers • Goodmans Interior p DLR Group Hospital Structures Aerotek DPR Construction Rexco RO G E R S Goodwill of Central and El Dorado Holdings RSM PNCBANK Aetna CORPORATION Northern Arizona g • Archicon L.C. Em to Brid e • Grand Canyon University Architecture p Y g Ryan Companies US Inc. g�Luniversity Helios Education Arizona Israel Equality Health Savills �a of Phoenix® Foundation Technology Alliance Everest Holdings Silicon Valley Bank TanTT PROPERTIES Hensel Phelps Baker Development FCL Builders 13 As of May 241" 2022 46 Member • Skanska USA Building BNSF Railway Communities • SmithGroup BOK Financial • Social Television Caliber Companies Network(STN) Carvana • Southwest Airlines CoStar Group • Southwest Gas Cypress Office Properties 0 Las Vegas ao Albuquerque o Corporation Derek Builders 17 • Spencer Fane LLP DSV Inventory Solutions 60 • Sunbelt Holdings 30.i.NW • Enterprise&National • Sundt Construction Car Rental • Suntec Concrete Equity Land Group 60 Peoria • Terracon Globe Corporation I • The Plaza Companies Horrocks Engineers 101 • Trammell Crow Industrial Storage Surprise Fountain Company KTAR El Mirage. 101 Hills • Transwestern �— 101 L Commercial Services • yft 303 oungtown Glendale Scottsdale 5, Macerich Los • TSMC Arizona °Angeles Tolleson • University of Arizona Mangat Group,Inc. 10 0 Avondale Phoenix a }} 202 • USAA Merit Partners P Mesa Apache Tempe Meta aia ned e.ren:o Sky Harbor Junction • ViaWest Group so IMAiportal 60 • Wespac Construction Midwestern University Gilbert Za • MSSBTA 85 202 2 }��—Phoenix-Mes 20 a • Wexford Science+ Gateway Technology National Bank of Arizona een Airport • Willmeng Construction Newmark Knight Frank 347 Chandler Creek • Wist Office Products Northrop Grumman • Prologis 10 it • gBotica • RED Development Ambassador Saint Holdings G# • 85 Air Products and Sunstate Equipment Distance in Miles Chemicals Company s o e 10 N • Arizona Community TerraCap Management somi.SW of Buckeye Foundation Trinity Capital Investment • Atmosphere Commercial Union Pacific Railroad OSan Diego 8 OOTucson Interiors Van Trust Real Estate LLC • AvenueWest Arizona Corporate Housing • Avnet Inc. v, 47 �� Greater Phoenix Economic Council 2 N.Central Ave.Suite 2500,Phoenix,AZ 85004 ///602.256.7700 ///gpec.org ■ EXHIBIT B GPEC PERFORMANCE MEASURES FY 2023 Specific performance targets as established by the GPEC Executive Committee and Board of Directors: 1. Payroll Generated $429.88M 2. Total Number of Jobs Created 7,683 3. Total Number of High-Wage Jobs' 4,173 4. Average High-Wage Salary $641198 5. GPEC Assists2 10 6. Number of Qualified Prospects 239 7. Number of Qualified International Prospects 43 Footnotes: 1. High Wage Jobs:High wage jobs are those that are over 130%of the Phoenix MSA Median Wage(currently$53,702). 2. GPEC Assists:Companies that located in the region,for which GPEC provided assistance,that do not qualify as a locate due to project size for example;and would otherwise be listed as"non-reported locates." Page 1 of 1 49 EXHIBIT C TARGETED INDUSTRIES FY2023 GPEC and our member communities have identified targeted industries on a local and regional level, incorporating these industries into a regional economic development plan. For fiscal year 2023, GPEC will continue its emphasis on the following: Advanced Business Services;Aerospace&Defense; Emerging Technologies;Healthcare and Biomedical; Manufacturing&Logistics;Mission Critical Operations; and Software Member communities will target the following: Apache Junction Manufacturing(focus on electronic equipment&components and electric&autonomous vehicles), distribution/logistics,retail, and hospitality/entertainment/tourism Avondale Healthcare;hospitality/tourism;manufacturing&logistics,technology;retail& entertainment; and technology Buckeye Advanced business services;renewable energy; high tech(data center and services); environmental technology/sustainability; standard and advanced manufacturing;medical and educational institutions; logistics/transportation/distribution; small business/incubator; aerospace/aviation; and ag-tech Casa Grande Advanced manufacturing; automotive technology; transportation/logistics; healthcare/medical services; aviation/aerospace; and hospitality/entertainment Chandler Advanced business services; corporate/regional headquarters; healthcare; advanced manufacturing; software development; aerospace/aviation; automotive technology; and applied research El Mirage Business Services; standard and advanced manufacturing;transportation;warehousing/distribution; heavy industrial; food, fiber,and natural products; and aerospace aviation Fountain Hills Advanced business services; financial services; healthcare,medical,bio-life sciences and wellness; entrepreneurship/small business;tourism; and retail Gila Bend Clean technology(manufacturing/central station generation/R&D); warehousing/transportation/distribution;military supply chain;tourism/hospitality; standard manufacturing; agriculture/agri-biotechnology; food, fiber and natural products; aerospace/aviation; and heavy industrial Gilbert Aerospace/aviation and defense; advanced business and professional services; finance and insurance; Page 1 of 3 50 healthcare and education services; information communication technology; manufacturing; clean and renewable technology; and related corporate/regional headquarters Glendale Advanced business services; aerospace, aviation and defense; healthcare and bioscience;manufacturing; technology and innovation Goodyear Advanced business services; advanced manufacturing; medical manufacturing; aerospace, aviation and defense; corporate and regional headquarters; entrepreneurial/start-ups;technology;healthcare and biomedical(treatment,medical diagnostics,research&development); and higher education Maricopa(City) Professional and business services;healthcare services; small business and entrepreneurship; higher education and education technology; agribusiness/agrisciences; and visitor/hospitality commerce; semiconductor; EV manufacturing; high tech; and research and development Mesa Standard and advanced manufacturing including medical device; automotive technology and aerospace/aviation/defense; advanced business services; cybersecurity; information technology; healthcare/life sciences;mission critical operations; tourism; regional and corporate centers; and research &development Peoria Advanced business and financial services; advanced manufacturing; bioscience and healthcare; technology and innovation; innovation; and research and development Phoenix BioSciences/healthcare; advanced business services; advanced manufacturing; data centers; sustainable enterprises; emerging industries,EV and their supply chains;higher education;trade and FDI; circular economy; food system entrepreneurship and innovation Queen Creek Agritainment/destination tourism; healthcare; I.T./software;business services; and advanced manufacturing Scottsdale IT services and software; financial and insurance services and technology;tealthcare services and innovation; logistics Management; tourism; and corporate headquarters Surprise Advanced business services; advanced manufacturing and rail-served industry; corporate/regional headquarters innovation/entrepreneurship/emerging technology; medical,healthcare and life science technologies, services; signature retail; specialty services for global companies/FDI; tourism and hospitality Tempe Advanced business services(financial services);high tech/software(R&D, data center and services); high-tech/next generation electronics; aerospace R&D/aviation;bioscience(research, drug development, treatment,medical diagnostics); corporate/regional headquarters; sustainability(environmental); advanced materials/plastics; software as a service; clean tech,renewable energy and manufacturing Page 2 of 3 51 Tolleson E-Commerce/fulfillment centers;resort/tourist-oriented development; expanded retail opportunities; small manufacturers with some related retail and offices Wickenburg Resort/tourist-oriented development;healthcare with an emphasis on behavioral health;transportation& distribution; expanded retail opportunities; senior industries,equestrian and rodeo industries Youngtown Youngtown is in the throes of developing a commerce park. The park will target second-stage small manufacturers with some related retail and offices. Page 3 of 3 52 EXHIBIT D FY 2022 REPORTING MECHANISM FOR CONTRACT FULFILLMENT Monthly Activity Report - Month, Year BUSINESS ATTRACTION PERFORMANCE METRICS: GPEC Progress Toward Goals Annual Contract Actual Goal %of Targeted Opportunities Goal YTD YTD Goal YTD PAYROLL GENERATED(MILLIONS NUMBER OF JOBS NUMBER OF HIGH-WAGE JOBS AVERAGE HIGH WAGE SALARY QUALIFIED PROSPECTS QUALIFIED INTERNATIONAL PROSPECTS GPEC ASSISTS KEY BUSINESS ATTRACTION ACTIVITIES AND OTHER GPEC ACTIVITIES GPEC continues to target high-wage industries(Advanced Business Services;Aerospace&Defense;Emerging Technologies;Healthcare and Biomedical;Manufacturing&Logistics;Mission Critical Operations;and Software) Page 1 of 1 53 EXHIBIT E INSURANCE REQUIREMENTS The City's insurance requirements are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement. The City in no way warrants that the minimum limits required of GPEC are sufficient to protect GPEC from liabilities that might arise out of this Agreement for GPEC, its agents, representatives, employees or Contractors and GPEC is free to purchase such additional insurance as may be determined necessary. A. Minimum Scope and Limits of Insurance. GPEC shall provide coverage at least as broad as the categories set forth below with limits of liability in amounts acceptable to the City. 1. Commercial General Liability - Occurrence Form (Form CG 0001, ed. 10/13 or any replacements thereof) General Aggregate/per Project Products-Completed Operations Aggregate Personal &Advertising Injury Each Occurrence Fire Damage (Any one fire) Directors and Officers Medical Expense (Any one person) Optional 2. Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles (Form CA 0001, ed. 10/13 or any replacement thereof) Combined Single Limit Per Accident for Bodily Injury and Property Damage 3. Workers' Compensation and Employers' Liability Workers' Compensation Statutory Employers' Liability B. Self-insured Retentions. Any self-insured retentions must be declared to and approved by the City. If not approved, the City may request that the insurer reduce or eliminate such self-insured retentions with respect to City, its officers, officials, agents, employees and volunteers. Paget of 3 54 C. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 1. Commercial General Liability a. The City, its officers, officials, agents, employees and volunteers are to be named as additional insureds with respect to liability arising out of. activities performed by or on behalf of GPEC, including the City's general supervision of GPEC; products and completed operations of GPEC; and automobiles owned, leased, hired or borrowed by GPEC. b. GPEC's insurance shall include broad form contractual liability coverage. C. The City, its officers, officials, agents, employees and volunteers shall be additional insureds to the full limits of liability purchased by GPEC, even if those limits of liability are in excess of those required by this Agreement. d. GPEC's insurance coverage shall be primary insurance with respect to City, its officers, officials, agents, employees and volunteers. Any insurance or self- insurance maintained by City, its officers, officials, employees or volunteers shall be in excess of GPEC's insurance and shall not contribute to it. e. GPEC's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. f. Coverage provided by GPEC shall not be limited to the liability assumed under the indemnification provisions of this Agreement. g. The policies shall contain a waiver of subrogation against City, its officers, officials, agents, employees and volunteers for losses arising from work performed by GPEC for the City. 2. Workers' Compensation and Employers'Liability Coverage. The insurer shall agree to waive all rights of subrogation against City, its officers, officials, agents, employees and volunteers for any and all losses arising from work performed by the Contractor for the City. D. Notice of Cancellation. Each insurance policy required by the insurance provisions of this Agreement shall provide the required coverage and shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty(30) calendar days'prior written notice has been sent to City at the address provided herein for the giving of notice. Such notice shall be by certified mail, return receipt requested. Page 2 of 3 55 E. Acceptability of Insurers. Insurance is to be placed with insurers duly licensed or approved unlicensed companies in the State of Arizona and with a "Best's" rating of not less than A-:VII. City in no way warrants that the above required minimum insurer rating is sufficient to protect GPEC from potential insurer insolvency. F. Verification of Coverage. GPEC shall furnish City with Certificates of Insurance (ACORD form or equivalent approved by City) and with original endorsements effecting coverage as required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Any policy endorsements that restrict or limit coverage shall be clearly noted on the Certificate of Insurance. All certificates and endorsements are to be received and approved by City before work commences. Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project. All certificates of insurance required by this Agreement shall be sent directly to City at the address and in the manner provided in this Agreement for the giving of notice. City's Agreement/Agreement number, GPEC's name and description of the Agreement shall be provided on the Certificates of Insurance. City reserves the right to require complete certified copies of all insurance policies required by this Agreement, at any time. G. Approval. During the term of this Agreement, no modification may be made to any of GPEC's insurance policies which will reduce the nature, scope or limits of coverage which were in effect and approved by the City prior to execution of this Agreement. Page 3 of 3 56 Regional Cooperation Protocol Policy Greater Phoenix Economic Council and Economic Development Directors Team The foundation of this policy is built on trust and the spirit of regional cooperation among the entities involved. GPEC and the Economic Development Directors of its member communities agree and acknowledge that it is important that they work together as partners on projects involving the communities which GPEC represents, regardless of the source of the lead, as follows: 1. Demonstrate a commitment to the positive promotion of the Greater Phoenix, specifically, GPEC member communities, as a globally competitive region. 2. Maintain the highest standards of economic development prospect handling, including confidentiality, without jeopardizing a prospect's trust to secure the probability of a regional locate. Partners agree to respect the prospect's request for confidentiality but also agree to notify each other as to the existence of a project with a confidentiality requirement when able and shall make a good-faith effort to involve the appropriate state,regional or local partners at the earliest possible time. 3. Unless otherwise restricted,agree to coordinate through GPEC for any prospect considering a project in Maricopa County or in any of the communities that GPEC represents,understanding that GPEC is in a unique position to represent and speak on regional economic development issues and on characteristics of the region's economy. Likewise, GPEC acknowledges that communities are in the best position to speak about local incentives and efforts surrounding the local economy. 4. For projects that originate with a GPEC member community, GPEC will be available for confidential research access,topical expertise or as a service provider,to add value to the community in securing the project. Additionally, GPEC will not e-track the project unless the community lead makes such a request to do so. 5. Provide accurate and timely information in response to specific requests by all prospects. When a client has narrowed sites to specific GPEC member communities,GPEC will make a good faith effort to inform those affected EDDT members first. EDDT members agree to provide information solely on their own community when the information requested is site-specific(i.e.,cost of land,taxes, development fees,utility availability and cost,zoning process timing,permit timing and local incentives). When site-specific information related to other GPEC communities is requested, EDDT members agree to(i) direct GPEC prospects back to GPEC or(ii)direct non-GPEC generated prospects to contact the affected communities directly,and as a courtesy,contact the affected communities. 6. Agree that regardless of the lead source,public locate announcements shall be coordinated among the company, GPEC member community,and GPEC to reflect inclusiveness and cooperation of all partners (subject to any confidentiality requirements). 7. GPEC and EDDTs will advocate for a robust operating budget for the state economic development agency,and champion sound statewide economic development programs and policies. 8. Discourage the proactive offering of local,municipal financial incentives for existing jobs to companies with current operations in another GPEC community. 9. Inform GPEC member community when a company visits or physical site visit within that community will occur. Economic Development Directors will be the primary point of contact for the company when community information is needed. 10. Agree that the consideration of a future community to GPEC's membership will be brought before Page 1 of 2 57 EDDT for discussion in advance of any board consideration. EDDT will make a recommendation on the addition of a new community to GPEC's President and CEO. 11. Formalize a process to convene GPEC and Economic Development Directors of GPEC member communities biannually, and cooperate in the exchange of information and ideas reflecting practices, procedures and policies relating to prospect handling and regional economic development. 12. Work collectively to maintain a high level of trust and integrity by and between GPEC and the Economic Development Directors of GPEC member communities,utilizing differing views as an opportunity to learn. 13. When conducting market intelligence initiative objective, GPEC staff will coordinate with EDDT to ensure coordination and communication. 14. When a Prospect Information Form(PIF)is issued by the state economic development agency GPEC will coordinate the region's response. All PIF submissions will be directed to GPEC's attention and GPEC will assemble the response and return to the state economic development agency. 15. It is understood GPEC will or may host annual executour(s) and/or other marketing familiarization tour(s)to promote the regional communities. GPEC will make every attempt to provide as much interaction time between the executour guests and EDDTs. It is understood EDDTS will inform GPEC of any upcoming executour(s)and/or other marketing familiarization tours scheduled by their office. 16. Partners agree to enter into a mediation process if there is evidence that this Protocol has not been observed in a material respect or a professional conflict arises that cannot be settled. This mediation process will be convened by the EDDT Chair,who may, at his/her discretion,consult or involve GPEC's President and CEO in addition to others with topical expertise central to the conflict. Page 2 of 2 58 Public Works Department Home of the Superstition Mountains 1� MEMORANDUM DATE: August 1, 2022 TO: Mayor and Members of City Council THROUGH: Bryant Powell, City Manager Michael Wever P.E., Public Works Director FROM: Raquel Schatz, Project Engineer SUBJECT: Utilization of Unobligated Federal Funds PWC2022-14 Street Light Improvements REQUEST Staff respectfully requests the mayor and city council, discuss and consider an Intergovernmental Agreement with ADOT for design and construction of the City's Street Light Improvements on Apache Trail from Palo Verde Drive to SR88 and on Superstition Boulevard from Meridian Drive to SR88. BACKGROUND The city requested funds from Maricopa Association of Governments "MAG". The Highway Safety Improvement Program (HSIP) is a program that is focused on improving road safety. The MAG region has submitted successful project applications for projects utilizing HSIP an average of$12 million in each fiscal year. All state and local projects are selected on the same funding levels with priority going to the projects with the highest benefit to cost ratios. This project includes installation of streetlights in the areas where there are no street lights in the area of Apache Trail from Palo Verde Drive to SR88 and on Superstition Boulevard from Meridian Drive to SR88. The city's financial contribution is $30,000 with the federal contribution at$2,436,000. 575 E. Baseline Avenue, Apache Junction, AZ 85119 • Voice (480) 982-1055 • FAX (480) 982-8005 60 Public Works Department Home of the Superstition Mountains ir"'9 DISCUSSION The City is in an agreement with ADOT for the following: Work Funding Year Federal City Total Type Design 2023 (94.3%) HSIP $ 420,000 $ 420,000 (100%) Local $ 30,000 $ 30,000 TOTAL - Design $ 420,000 $ 30,000 $ 450,000 Construction 1 2024 (94.3%) HSIP 1 $ 2,016,000 $ 2,016,000 TOTAL - Construction $ 2,016,000 Estimated TOTAL Project Cost $ 2,436,000 $30,000 $ 2,466,000 RECOMMENDATION The City has pursued and is hoping to utilize these available funds on Apache Trail and Superstition Boulevard for the installation of street lights. The Public Works Department is requesting City Council approval to enter into an Intergovernmental Agreement "IGA" with ADOT which will provide funding for the design and construction of the Ironwood Drive Paved Shoulder Safety Improvement Project. ACTION REQUIRED Discussion and consideration of the proposed Intergovernmental Agreement with ADOT. Attachment 1: Intergovernmental Agreement Attachment 2: Exhibit A (Cost Estimate) 575 E. Baseline Avenue, Apache Junction, AZ 85119 • Voice (480) 982-1055 • FAX (480) 982-8005 61 RESOLUTION NO. 22-28 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, AUTHORIZING THE CITY OF APACHE JUNCTION TO ENTER INTO AN INTERGOVERNMENTAL AGREEMENT WITH THE STATE OF ARIZONA FOR THE 2022 STREET LIGHT IMPROVEMENT PROJECT. WHEREAS, the City of Apache Junction ("City") and the State of Arizona Department of Transportation ("ADOT") desire to enter into an Intergovernmental Agreement ("IGA") for a street light improvement project on Apache Trail between Palo Verde Drive to SR88 and on Superstition Boulevard between Meridian Drive and SR88 (the "Project") ; and WHEREAS, the City acquired federal-aid funds to construct the Project; and WHEREAS, the State and the City have identified systematic improvements within the City as being eligible under this program; and WHEREAS, the State shall be the designated agent for the City; and WHEREAS, pursuant to A.R. S . § 11-952 (A) , public entities may enter into IGAs with other municipalities and governmental entities for joint or cooperative activities; and WHEREAS, the parties have crafted the attached written agreement in the form of an IGA which formalizes the arrangement; and WHEREAS, the attached written IGA (designated as ADOT No. IGA/JPA 22-0008647-I) sets forth the financial and administrative conditions for the Project; and WHEREAS, federal aid funds will contribute $2, 436, 000 . 00 with the City' s contribution being $30, 000 . 00 for design and construction project costs; and RESOLUTION NO. 22-28 PAGE 1 OF 2 62 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION ARIZONA, AS FOLLOWS : 1) The mayor and city council approve the attached form of the IGA set forth in Attachment A; and the mayor is hereby authorized to sign the agreement on behalf of the city. 2) The city manager and/or his designee is authorized and directed to take all steps necessary to carry out the purpose and intent of this resolution and to fulfill all the duties required under the IGA. PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, THIS DAY OF , 20 SIGNED AND ATTESTED TO THIS DAY OF , 20 WALTER "CHIP" WILSON Mayor ATTEST: JENNIFER PENA City Clerk APPROVED AS TO FORM: RICHARD J. STERN City Attorney RESOLUTION NO. 22-28 PAGE 2 OF 2 63 ADOT CAR No.: IGA 22-0008647-I AG Contract No.: P001 2022 001119 Project Location/Name:Apache Trail& Superstition Blvd Type of Work: Street Lighting Improvements Federal-aid No.: HSIP-APJ-0(220)T ADOT Project No.: T0365 01D/03D/01C TIP/STIP No.:APJ23-070D,APJ24-070C CFDA No.: 20.205 - Highway Planning and Construction Budget Source Item No.: INTERGOVERNMENTAL AGREEMENT BETWEEN THE STATE OF ARIZONA AND THE CITY OF APACHE JUNCTION THIS AGREEMENT ("Agreement") is entered into this date pursuant to the Arizona Revised Statutes ("A.R.S.") §§ 11-951 through 11-954,as amended,between the STATE OF ARIZONA,acting by and through its DEPARTMENT OF TRANSPORTATION (the"State" or "ADOT") and the CITY OF APACHE JUNCTION,acting by and through its MAYOR and CITY COUNCIL (the "City").The State and the City are each individually referred to as a"Party" and are collectively referred to as the"Parties." I. RECITALS 1. The State is empowered by A.R.S.§ 28-401 to enter into this Agreement and has delegated to the undersigned the authority to execute this Agreement on behalf of the State. 2. The City is empowered by A.R.S. §48-572 to enter into this Agreement and has by resolution,a copy of which is attached and made a part of,resolved to enter into this Agreement and has authorized the undersigned to execute this Agreement on behalf of the City. 3. The work proposed under this Agreement consists of the design and construction of street lighting improvements along Apache Trail from Palo Verde Drive to State Route (SR) 88 and Superstition Blvd from Meridian Drive to SR88 (the"Project").The Project cost,shown in Exhibit A, is estimated at$2,466,000.00,which includes federal aid and local funds.The State will administer the design,and will advertise,bid and award,and administer the construction of the Project. 4. The interest of the State in this Project is the acquisition of federal funds for the use and benefit of the City and authorization of such federal funds for the Project pursuant to federal law and regulations.The State shall be the designated agent for the City for the Project,if Page 1 of 11 64 IGA 22-0008647-I the Project is approved by Federal Highway Administration (FHWA) and funds for the Project are available. THEREFORE,the Recitals set forth above and Exhibit A,attached hereto and made part hereof, are incorporated into this Agreement and in consideration of the mutual terms expressed herein,it is agreed as follows: II. SCOPE OF WORK 1. The Parties agree: a. The Project will be completed,accepted, and paid for in accordance with the requirements of the Project plans and specifications. b. The final cost estimate may exceed the initial estimate identified in Exhibit A,and in such case,the City is responsible for,and agrees to pay,the difference prior to bid advertisement. If the final Project amount is less than the initial estimate,the difference between the final bid amount and the initial estimate will be de-obligated or otherwise released from the Project and returned to the State.The City acknowledges it remains responsible for actual costs and agrees to pay according to the terms of this Agreement. c. The City and ADOT will each separately file a Notice of Intent(NOI) under the Construction General Permit(CGP) with the Arizona Department of Environmental Quality(ADEQ) before construction begins, if applicable to the Project. 2. The State will: a. Execute this Agreement,and if the Project is approved by FHWA and funds for the Project are available,be the City's designated agent for the Project. b. After this Agreement is executed,and prior to performing or authorizing any work, invoice the City for the initial Project Development Administration (PDA) costs, estimated at$30,000.00. If PDA costs exceed the estimate during the development of design,notify the City, obtain concurrence prior to continuing with the development of design,and invoice as determined by ADOT and the City for additional costs to complete PDA for the Project.After the Project costs are finalized invoice or reimburse the City for the difference between actual costs and the amount the City has already paid for PDA. c. After receipt of the PDA costs,on behalf of the City,prepare and provide all documents pertaining to the design and post-design of the Project,incorporating comments from the City,as appropriate. Review and approve documents required by FHWA to qualify the Project for and to receive federal funds. Perform tasks that may consist of,but are not limited to,preparation of environmental documents; analysis and documentation of environmental categorical exclusion determinations; geologic materials testing and analysis; right of way related activities; preparation of reports,design plans,maps, specifications and cost estimates and other related tasks essential to the design development of the Project. Page 2 of 11 65 IGA 22-0008647-I d. Submit all required documentation pertaining to the Project to FHWA with the recommendation that the maximum federal funds programmed for this Project be approved for scoping, design, construction and construction engineering.After receipt of FHWA authorization,proceed to advertise for and enter into contract(s) with the consultant(s) for the design and post-design of the Project. Should costs exceed the maximum federal funds available it is understood and agreed that the City will be responsible for any overage. e. After completion of design and prior to bid advertisement, invoice the City for the actual PDA and design costs exceeding the initial cost estimate and the difference between the final construction cost estimate and the initial cost estimate,as applicable.After the Project costs for construction are finalized,the State will either invoice or reimburse the City for the difference between estimated and actual costs. De-obligate or otherwise release any remaining federal funds from the scoping/design phase of the Project. f. After receipt of the actual PDA and design costs,if applicable,and the difference between the final and the initial construction cost estimates,if applicable, submit all required documentation to FHWA with the recommendation that the maximum federal funds programmed for construction of this Project be approved. Should costs exceed the maximum federal funds available,it is understood and agreed that the City will be responsible for any overage. g. After receipt of FHWA authorization,proceed to advertise for,receive and open bids award and enter into a contract with the firm for the construction of the Project. If the bid amounts exceed the construction cost estimate,obtain City concurrence prior to awarding the contract.After the Project is awarded, invoice the City for the difference between estimated and actual costs,if applicable. h. Notify the City of completion and final acceptance of the Project.At such time, file a Notice of Termination (NOT) with ADEQ transferring CGP responsibilities to the City, and provide a copy to the City indicating that the State's maintenance responsibility of the Project is terminated,as applicable. i. Notify the City of completion and final acceptance of the Project; coordinate with the City and turn over full responsibility of the Project improvements. j. Not be obligated to maintain the Project, should the City fail to budget or provide for proper and perpetual maintenance as set forth in this Agreement. 3. The City will: a. Designate the State as the City's authorized agent for the Project. b. Within 30 days of receipt of an invoice from the State,pay the initial PDA costs, estimated at$30,000.00.Agree to be responsible for actual PDA costs, if during the development of design, PDA costs exceed the initial estimate. Be responsible and pay for the difference between the estimated and actual PDA and design costs of the Project within 30 days of receipt of an invoice. Page 3 of 11 66 IGA 22-0008647-I c. Review design plans, specifications, cost estimates and other such documents required for the construction bidding and construction of the Project, including scoping/design plans and documents required by FHWA to qualify projects for and to receive federal funds; provide design review comments to the State as appropriate. d. Enter into an agreement with the design consultant which states that the design consultant will provide professional post-design services as required and requested throughout and at completion of the construction phase of the Project.After final acceptance of the Project,provide an electronic version of the record drawings to the ADOT Project Manager. e. After completion of design,within 30 days of receipt of an invoice from the State and prior to bid advertisement,pay to the State,any outstanding PDA and design costs,and if applicable,the difference between the final and initial construction cost estimates. Be responsible for and pay the difference between the estimated and actual construction costs of the Project,within 30 days of receipt of an invoice. f. Be responsible for all costs incurred in performing and accomplishing the work as set forth under this Agreement,that are not covered by federal funding. Should costs be deemed ineligible or exceed the maximum federal funds available,it is understood and agreed that the City is responsible for these costs; payment for these costs shall be made within 30 days of receipt of an invoice from the State. g. Certify that all necessary rights of way have been or will be acquired prior to advertisement for bid and also certify that all obstructions or unauthorized encroachments of whatever nature, either above or below the surface of the Project area,shall be removed from the proposed right of way,or will be removed prior to the start of construction,in accordance with The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended; 49 CFR 24.102 Basic Acquisition Policies; 49 CFR 24.4 Assurances, Monitoring and Corrective Action,parts (a) &(b) and ADOT Right of Way Procedures Manual: 8.02 Responsibilities, 8.03 Prime Functions, 9.06 Monitoring Process and 9.07 Certification of Compliance. Coordinate with the appropriate State's Right of Way personnel during any right of way process performed by the City,if applicable. h. As applicable,certify that the City has adequate resources to discharge the City's real property related responsibilities and ensures that its Title 23-funded projects are carried out using the FHWA approved and certified ADOT Right of Way Procedures Manual and that they will comply with current FHWA requirements whether or not the requirements are included in the FHWA approved ADOT Right of Way Procedures Manual. (23 CFR 710.201) i. Not permit or allow any encroachments on or private use of the right of way,except those authorized by permit. In the event of any unauthorized encroachment or improper use,the City shall take all necessary steps to remove or prevent any such encroachment or use. Provide a copy of encroachment permits issued within the Project limits to the State. j. Automatically grant to the State,by execution of this Agreement,its agents and/or contractors,without cost,the temporary right to enter City rights of way,as required,to Page 4 of 11 67 IGA 22-0008647-I conduct any and all construction and preconstruction related activities for the Project, on,to and over said City rights of way.This temporary right will expire with completion of the Project. k. Investigate and document utilities within the Project limits; submit findings to ADOT determining prior rights or no prior rights; approve an easement within the final right of way to re-establish the prior right location for those utilities with prior rights. 1. Be obligated to incur any expenditure should unforeseen conditions or circumstances increase Project costs. Be responsible for the cost of any City requested changes to the scope of work of the Project, such changes will require State and FHWA approval. Be responsible for any contractor claims for additional compensation caused by Project delay attributable to the City. Payment for these costs will be made to the State within 30 days of receipt of an invoice from the State. m. After notification of final acceptance by the State,assume and maintain full responsibility of the Project,including Storm Water Pollution Prevention Plans (SWPPP) inspections,maintenance,and required documentation,until final stabilization is reached. Provide the NOI number to the State and the Contractor,accept CGP responsibilities at time of transfer,and file an NOT with ADEQ when final stabilization is reached,as applicable. n. After completion and final acceptance of the Project,agree to maintain and assume full responsibility of the Project and all Project components. III. MISCELLANEOUS PROVISIONS 1. Effective Date.This Agreement shall become effective upon signing and dating of all Parties. 2. Amendments.Any change or modification to the Project will only occur with the mutual written consent of both Parties. 3. Duration.The terms,conditions and provisions of this Agreement shall remain in full force and effect until completion of the Project and all related deposits and/or reimbursements are made.Any and all obligations of maintenance hereunder shall remain perpetual and shall survive any termination hereof and the assignment or assumption of this Agreement or the Project by another competent jurisdiction or entity. 4. Cancellation.This Agreement may be cancelled at any time up to 30 days before the award of the Project contract,so long as the cancelling Party provides at least 30 days'prior written notice to the other Party. It is understood and agreed that,in the event the City terminates this Agreement,the City shall be responsible for all costs incurred by the State up to the time of termination. It is further understood and agreed that in the event the City terminates this Agreement,the State shall in no way be obligated to complete or maintain the Project. S. Indemnification.The City shall indemnify, defend,and hold harmless the State,any of its departments,agencies,officers or employees (collectively referred to in this paragraph as the"State") from any and all claims,demands,suits,actions,proceedings,loss,cost and Page 5 of 11 68 IGA 22-0008647-I damages of every kind and description,including reasonable attorneys' fees and/or litigation expenses (collectively referred to in this paragraph as the"Claims"),which may be brought or made against or incurred by the State on account of loss of or damage to any property or for injuries to or death of any person,to the extent caused by,arising out of,or contributed to,by reasons of any alleged act,omission,professional error,fault,mistake,or negligence of the City,its employees, officers, directors,agents,representatives, or contractors,their employees,agents,or representatives in connection with or incident to the performance of this Agreement.The City's obligations under this paragraph shall not extend to any Claims to the extent caused by the negligence of the State,except the obligation does apply to any negligence of the City which may be legally imputed to the State by virtue of the State's ownership or possession of land.The City's obligations under this paragraph shall survive the termination of this Agreement. 6. Third-Party Indemnification.The State shall include Section 107.13 of the 2021 version of the Arizona Department of Transportation Standard Specifications for Road and Bridge Construction,incorporated into this Agreement by reference,in the State's contract with any and all contractors, of which the City shall be specifically named as a third-party beneficiary.This provision may not be amended without the approval of the City. 7. Programmed Federal Funds.The cost of design, construction and construction engineering work under this Agreement is to be covered by the federal funds programmed for this Project,up to the maximum available.The City acknowledges that actual Project costs may exceed the maximum available amount of federal funds,or that certain costs may not be accepted by FHWA as eligible for federal funds.Therefore,the City agrees to pay the difference between actual costs of the Project and the federal funds received. 8. Termination of Federal Funding. Should the federal funding related to this Project be terminated or reduced by the federal government, or Congress rescinds,fails to renew, or otherwise reduces apportionments or obligation authority,the State shall in no way be obligated for funding or liable for any past,current or future expenses under this Agreement. 9. Indirect Costs.The cost of the Project under this Agreement includes indirect costs approved by FHWA,as applicable. 10. Federal Funding Accountability and Transparency Act.The Parties warrant compliance with the Federal Funding Accountability and Transparency Act of 2006 and associated 2008 Amendments (the "Act").Additionally,in a timely manner,the City will provide information that is requested by the State to enable the State to comply with the requirements of the Act, as may be applicable. 11. Title VI.The City acknowledges and will comply with Title VI of the Civil Rights Act Of 1964. 12. Single Audit.The City acknowledges compliance with federal laws and regulations and may be subject to the CODE OF FEDERAL REGULATIONS,TITLE 2, PART 200 (also known as The Uniform Grant Guidance). Entities that expend$750,000.00 or more (on or after 12/26/14) of federal assistance (federal funds,federal grants,or federal awards) are required to comply by having an independent audit in accordance with§200.331 Subpart F. Either an electronic or hardcopy of the Single Audit is to be sent to Arizona Department of Page 6 of 11 69 IGA 22-0008647-I Transportation Financial Management Services within the required deadline of nine months of the sub recipient fiscal year end. ADOT- FMS Attn: Cost Accounting Administrator 206 S 17th Ave. Mail Drop 204B Phoenix,AZ 85007 SingleAudit@azdot.gov 13. Governing Law.This Agreement shall be governed by and construed in accordance with Arizona laws. 14. Conflicts of Interest.This Agreement may be cancelled in accordance with A.R.S.§ 38-511. 15. Inspection and Audit.The City shall retain all books,accounts,reports,files and other records relating to this Agreement which shall be subject at all reasonable times to inspection and audit by the State for five years after completion of the Project.Such records shall be produced by the City, electronically or at the State office as set forth in this Agreement,at the request of ADOT. 16. Non-Discrimination.This Agreement is subject to all applicable provisions of the Americans with Disabilities Act(Public Law 101-336,42 U.S.C. 12101-12213) and all applicable federal regulations under the Act,including 28 CFR Parts 35 and 36.The Parties to this Agreement shall comply with Executive Order Number 2009-09 issued by the Governor of the State of Arizona and incorporated in this Agreement by reference regarding"Non-Discrimination." 17. Non-Availability of Funds. Every obligation of the State under this Agreement is conditioned upon the availability of funds appropriated or allocated for the fulfillment of such obligations. If funds are not allocated and available for the continuance of this Agreement, this Agreement may be terminated by the State at the end of the period for which the funds are available. No liability shall accrue to the State in the event this provision is exercised, and the State shall not be obligated or liable for any future payments as a result of termination under this paragraph. 18. Arbitration. In the event of any controversy,which may arise out of this Agreement,the Parties agree to abide by arbitration as is set forth for public works contracts if required by A.R.S. § 12-1518. 19. E-Verify.The Parties shall comply with the applicable requirements of A.R.S.§41-4401. 20. Anti-Israel Boycott Act.The Parties shall certify that all contractors comply with the applicable requirements of A.R.S. §35-393.01. 21. Other Applicable Laws.The Parties shall comply with all applicable laws,rules,regulations and ordinances,as may be amended. Page 7 of 11 70 IGA 22-0008647-I 22. Notices.All notices or demands upon any Party to this Agreement shall be in writing and shall be delivered electronically,in person, or sent by mail,addressed as follows: For Agreement Administration: Arizona Department of Transportation City of Apache Junction Joint Project Agreement Group Attn: Raquel Schatz 205 S. 171h Avenue, Mail Drop 637E 575 E Baseline Ave Phoenix,AZ 85007 Apache Junction,AZ 85119 1PABranch@azdot.gov 480.474.8549 rschatz@apachejunctionaz.gov For Project Administration: Arizona Department of Transportation City of Apache Junction Project Management Group Attn: Raquel Schatz 205 S. 171h Avenue, Mail Drop 614E 575 E Baseline Ave Phoenix,AZ 85007 Apache Junction,AZ 85119 PMG@azdot.gov 480.474.8549 rschatz@apachejunctionaz.gov For Financial Administration: Arizona Department of Transportation City of Apache Junction Project Management Group Attn: Raquel Schatz 205 S. 17th Avenue, Mail Drop 614E 575 E Baseline Ave Phoenix,AZ 85007 Apache Junction,AZ 85119 PMG@azdot.gov 480.474.8549 rschatz@apachejunctionaz.gov 23. Revisions to Contacts.Any revisions to the names and addresses above may be updated administratively by either Party and shall be in writing. 24. Legal Counsel Approval.In accordance with A.R.S. § 11-952 (D), the written determination of each Party's legal counsel providing that the Parties are authorized under the laws of this State to enter into this Agreement and that the Agreement is in proper form is set forth below. Remainder of this page intentionally left blank (Signatures on the next page.) Page 8 of 11 71 IGA 22-0008647-I IN WITNESS WHEREOF,the Parties have executed this Agreement to be effective upon the full completion of signing and dating by all Parties to this Agreement. CITY OF APACHE JUNCTION By Date WALTER"CHIP"WILSON Mayor ATTEST: By Date JENNIFER PENA City Clerk I have reviewed the above referenced Intergovernmental Agreement between the State of Arizona,acting by and through its DEPARTMENT OF TRANSPORTATION,and the CITY OF APACHE JUNCTION,an agreement among public agencies which,has been reviewed pursuant to A.R.S.§§ 11-951 through 11-954 and A.R.S.§48-572 and declare this Agreement to be in proper form and within the powers and authority granted to the City under the laws of the State of Arizona. No opinion is expressed as to the authority of the State to enter into this Agreement. Approved as to Form: By Date City Attorney Page 9 of 11 72 IGA 22-0008647-I ARIZONA DEPARTMENT OF TRANSPORTATION By Date BRENT A.CAIN,PE Division Director By Date STEVE BOSCHEN,PE Division Director A.G. Contract No. P001 2022 001119 (ADOT IGA 22-0008647-I),an Agreement between public agencies,the State of Arizona and City of Apache Junction,has been reviewed pursuant to A.R.S. §§ 11-951 through 11-954 and A.R.S. § 28-401,by the undersigned Assistant Attorney General who has determined that it is in the proper form and is within the powers and authority granted to the State of Arizona.No opinion is expressed as to the authority of the remaining Parties,other than the State or its agencies,to enter into said Agreement. By Date Assistant Attorney General Page 10 of 11 73 IGA 22-0008647-I EXHIBIT A Cost Estimate T0365 01D/03D/01C The Project costs are estimated as follows: ADOT Project Development Administration (PDA) Cost,non-federal-aid City's costs @ 100% $ 30,000.00 Scoping/Design: Federal-aid funds @ 100% $420,000.00 Construction:* Federal-aid funds @ 100% $ 2,016,000.00 Estimated TOTAL Project Cost $2,466,000.00 Total Estimated City Funds $ 30,000.00 Total Federal Funds $2,436,000.00 * (Includes 15%construction engineering (CE) and administration cost(this percentage is subject to change,any change will require concurrence from the City) and 5% Project contingencies) Page 11 of 11 74 Public Works Department Home of the Superstition Mountains 1� MEMORANDUM DATE: August 1, 2022 TO: Mayor and Members of City Council THROUGH: Bryant Powell, City Manager Michael Wever P.E., Public Works Director FROM: Raquel Schatz, Project Engineer SUBJECT: Utilization of Unobligated Federal Funds PWC2022-15 Ironwood Drive Paved Shoulder Improvements REQUEST Staff respectfully requests the mayor and city council, discuss and consider an Intergovernmental Agreement with ADOT for design and construction of the City's Ironwood Drive Paved Shoulders Safety Improvement Project, from Elliot Road to Baseline Avenue. BACKGROUND The city requested funds from Maricopa Association of Governments "MAG". The Highway Safety Improvement Program (HSIP) is a program that is focused on improving road safety. The MAG region has submitted successful project applications for projects utilizing HSIP an average of$12 million in each fiscal year. All state and local projects are selected on the same funding levels with priority going to the projects with the highest benefit to cost ratios. This project includes improved infrastructure to Ironwood Drive from Elliot Road to Baseline Avenue such as installing paved shoulders and rumble strips. The city's financial contribution is $138,171 with the federal contribution at $1,900,477 575 E. Baseline Avenue, Apache Junction, AZ 85119 • Voice (480) 982-1055 • FAX (480) 982-8005 82 Public Works Department Home of the Superstition Mountains ir"'9 DISCUSSION The City is in an agreement with ADOT for the following: Work Funding Year Federal City Total Type Design 2023 (94.3%) HSIP $257,439 $ 15,561 $ 273,000 (100%) Local $ 30,000 $ 30,000 TOTAL - Design $ 45,561 $ 303,000 Construction 1 2024 (94.3%) HSIP 1 $ 1,643,008 $ 92,610 $ 1,735,618 TOTAL - Construction $ 1,735,618 Estimated TOTAL Project Cost $1,900,477 $138,171 $ 2,038,618 RECOMMENDATION The City has pursued and is hoping to utilize these available funds on Ironwood Drive from Elliot Road to Baseline Avenue. The Public Works Department is requesting City Council approval to enter into an Intergovernmental Agreement "IGA" with ADOT which will provide funding for the design and construction of the Ironwood Drive Paved Shoulder Safety Improvement Project. ACTION REQUIRED Discussion and consideration of the proposed Intergovernmental Agreement with ADOT. Attachment 1: Intergovernmental Agreement Attachment 2: Exhibit A (Cost Estimate) 575 E. Baseline Avenue, Apache Junction, AZ 85119 • Voice (480) 982-1055 • FAX (480) 982-8005 83 RESOLUTION NO. 22-29 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, AUTHORIZING THE CITY OF APACHE JUNCTION TO ENTER INTO AN INTERGOVERNMENTAL AGREEMENT WITH THE STATE OF ARIZONA FOR THE 2022 IRONWOOD DRIVE PAVED SHOULDERS SAFETY IMPROVEMENT PROJECT. WHEREAS, the City of Apache Junction ("City") and the State of Arizona Department of Transportation ("ADOT") desire to enter into an Intergovernmental Agreement ("IGA") for a safety improvement project on Ironwood Drive between Elliot Road and Baseline Avenue (the "Project") ; and WHEREAS, the City acquired federal-aid funds to construct the Project; and WHEREAS, the State and the City have identified systematic improvements within the City as being eligible under this program; and WHEREAS, the State shall be the designated agent for the City; and WHEREAS, pursuant to A.R. S . § 11-952 (A) , public entities may enter into IGAs with other municipalities and governmental entities for joint or cooperative activities; and WHEREAS, the parties have crafted the attached written agreement in the form of an IGA which formalizes the arrangement; and WHEREAS, the attached written IGA (designated as ADOT No. IGA/JPA 22-0008656-I) sets forth the financial and administrative conditions for the Project; and WHEREAS, federal aid funds will contribute $1, 900, 477 . 00 with the City' s contribution being $138, 171 . 00 for design and construction project costs; and RESOLUTION NO. 22-29 PAGE 1 OF 2 84 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION ARIZONA, AS FOLLOWS : 1) The mayor and city council approve the attached form of the IGA set forth in Attachment A; and the mayor is hereby authorized to sign the agreement on behalf of the city. 2) The city manager and/or his designee is authorized and directed to take all steps necessary to carry out the purpose and intent of this resolution and to fulfill all the duties required under the IGA. PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, THIS DAY OF , 20 SIGNED AND ATTESTED TO THIS DAY OF , 20 WALTER "CHIP" WILSON Mayor ATTEST: JENNIFER PENA City Clerk APPROVED AS TO FORM: RICHARD J. STERN City Attorney RESOLUTION NO. 22-29 PAGE 2 OF 2 85 ADOT CAR No.: IGA 22-0008656-I AG Contract No.: P001 0oxxxx Project Location/Name: Ironwood Drive; Elliot Ave- Baseline Ave Type of Work: Pave Shoulders &Rumble Strips Federal-aid No.: HSIP-APJ-0(221)T ADOT Project No.: T0375 01D/03D/01C TIP/STIP No.:APJ23-071D,APJ24-071C CFDA No.: 20.205 - Highway Planning and Construction Budget Source Item No.: INTERGOVERNMENTAL AGREEMENT BETWEEN THE STATE OF ARIZONA AND THE CITY OF APACHE JUNCTION THIS AGREEMENT ("Agreement") is entered into this date ,pursuant to the Arizona Revised Statutes ("A.R.S.") §§ 11-951 through 11-954,as amended,between the STATE OF ARIZONA,acting by and through its DEPARTMENT OF TRANSPORTATION (the"State" or "ADOT") and the CITY OF APACHE JUNCTION,acting by and through its MAYOR and CITY COUNCIL (the "City").The State and the City are each individually referred to as a"Party" and are collectively referred to as the"Parties." I. RECITALS 1. The State is empowered by A.R.S.§ 28-401 to enter into this Agreement and has delegated to the undersigned the authority to execute this Agreement on behalf of the State. 2. The City is empowered by A.R.S. §48-572 to enter into this Agreement and has by resolution,a copy of which is attached and made a part of,resolved to enter into this Agreement and has authorized the undersigned to execute this Agreement on behalf of the City. 3. The work proposed under this Agreement consists of the design,construction and installation of paved shoulders and rumble strips along Ironwood Drive from Elliot Avenue to Baseline Avenue (the "Project").The Project cost,shown in Exhibit A,is estimated at $2,038,618.00,which includes federal aid and City funds.The State will advertise,bid and award,and administer the design and construction phase of the Project. 4. The interest of the State in this Project is the acquisition of federal funds for the use and benefit of the City and authorization of such federal funds for the Project pursuant to federal law and regulations.The State shall be the designated agent for the City for the Project,if the Project is approved by Federal Highway Administration (FHWA) and funds for the Project are available. Page 1 of 11 86 IGA 22-0008656-I THEREFORE,the Recitals set forth above and Exhibit A,attached hereto and made part hereof, are incorporated into this Agreement and in consideration of the mutual terms expressed herein,it is agreed as follows: II. SCOPE OF WORK 1. The Parties agree: a. The Project will be completed,accepted, and paid for in accordance with the requirements of the Project plans and specifications. b. The final cost estimate may exceed the initial estimate identified in Exhibit A,and in such case,the Town is responsible for and agrees to pay,the difference prior to bid advertisement. c. The final Project amount may exceed the initial estimate(s) identified in Exhibit A,and in such case,the City is responsible for,and agrees to pay,any and all actual costs exceeding the initial estimate. If the final Project amount is less than the initial estimate, the difference between the final bid amount and the initial estimate will be de-obligated or otherwise released from the Project and returned to the State.The City acknowledges it remains responsible for actual costs and agrees to pay according to the terms of this Agreement. d. The City and ADOT will each separately file a Notice of Intent(NOI) under the Construction General Permit(CGP) with the Arizona Department of Environmental Quality(ADEQ) before construction begins, if applicable to the Project. 2. The State will: a. Execute this Agreement,and if the Project is approved by FHWA and funds for the Project are available,be the City's designated agent for the Project. b. After this Agreement is executed,and prior to performing or authorizing any work, invoice the City for the initial Project Development Administration (PDA) costs, estimated at$30,000.00 and the City's share of the Project design costs, estimated at $15,561.00. If PDA costs exceed the estimate during the development of design, notify the City,obtain concurrence prior to continuing with the development of design,and invoice as determined by ADOT and the City for additional costs to complete PDA for the Project.After the Project costs are finalized invoice or reimburse the City for the difference between actual costs and the amount the City has paid for PDA and design costs. d. After receipt of the PDA costs and the City's estimated share of the Project design costs, on behalf of the City, prepare and provide all documents pertaining to the design and post-design of the Project,incorporating comments from the City,as appropriate. Review and approve documents required by FHWA to qualify the Project for and to receive federal funds. Perform tasks that may consist of,but are not limited to, preparation of environmental documents; analysis and documentation of Page 2 of 11 87 IGA 22-0008656-I environmental categorical exclusion determinations; geologic materials testing and analysis; right of way related activities; preparation of reports, design plans, maps, specifications and cost estimates and other related tasks essential to the design development of the Project. e. Submit all required documentation pertaining to the Project to FHWA with the recommendation that the maximum federal funds programmed for this Project be approved for design and construction.After receipt of FHWA authorization,proceed to advertise for and enter into contract(s) with the consultant(s) for the design and post- design of the Project. Should costs exceed the maximum federal funds available it is understood and agreed that the City will be responsible for any overage. f. After completion of design and prior to bid advertisement, invoice the City for the actual PDA costs,as applicable,and the City's share of the Project construction costs, estimated at$92,610.00.00.After the Project costs for construction are finalized,the State will either invoice or reimburse the City for the difference between estimated and actual costs. De-obligate or otherwise release any remaining federal funds from the scoping/design phase of the Project. g. After receipt of the actual PDA costs,if applicable,and the City's estimated share of the Project construction costs, including the difference between the final and the initial construction cost estimates,if applicable,submit all required documentation to FHWA with the recommendation that the maximum federal funds programmed for construction of this Project be approved.Should costs exceed the maximum federal funds available,it is understood and agreed that the City will be responsible for any overage. h. After receipt of FHWA authorization,proceed to advertise for,receive and open bids award and enter into a contract with the firm for the construction of the Project. If the bid amounts exceed the construction cost estimate,obtain City concurrence prior to awarding the contract.After the Project is awarded, invoice the City for the difference between estimated and actual costs,if applicable. i. Notify the City of completion and final acceptance of the Project.At such time, file a Notice of Termination (NOT) with ADEQ transferring CGP responsibilities to the City, and provide a copy to the City indicating that the State's maintenance responsibility of the Project is terminated,as applicable. j. Notify the City of completion and final acceptance of the Project; coordinate with the City and turn over full responsibility of the Project improvements. k. Not be obligated to maintain the Project,should the City fail to budget or provide for proper and perpetual maintenance as set forth in this Agreement. 3. The City will: a. Designate the State as the City's authorized agent for the Project. b. Within 30 days of receipt of an invoice from the State, pay the initial PDA costs, estimated at$30,000.00 and the City's share of Project design costs,estimated at Page 3 of 11 88 IGA 22-0008656-1 $15,561.00.Agree to be responsible for actual PDA costs,if during the development of design, PDA costs exceed the initial estimate. Be responsible and pay for the difference between the estimated and actual PDA and design costs of the Project within 30 days of receipt of an invoice. c. Review design plans,specifications,cost estimates and other such documents required for the construction bidding and construction of the Project,including scoping/design plans and documents required by FHWA to qualify projects for and to receive federal funds; provide design review comments to the State as appropriate. d. After completion of design,within 30 days of receipt of an invoice from the State and prior to bid advertisement,pay to the State,any outstanding PDA costs,the City's share of the Project construction costs,estimated at$92,610.00,and if applicable,the difference between the final and initial construction cost estimates. Be responsible for and pay the difference between the estimated and actual construction costs of the Project,within 30 days of receipt of an invoice. e. Be responsible for all costs incurred in performing and accomplishing the work as set forth under this Agreement,that are not covered by federal funding.Should costs be deemed ineligible or exceed the maximum federal funds available,it is understood and agreed that the City is responsible for these costs; payment for these costs shall be made within 30 days of receipt of an invoice from the State. f. Certify that all necessary rights of way have been or will be acquired prior to advertisement for bid and also certify that all obstructions or unauthorized encroachments of whatever nature, either above or below the surface of the Project area,shall be removed from the proposed right of way,or will be removed prior to the start of construction,in accordance with The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended; 49 CFR 24.102 Basic Acquisition Policies; 49 CFR 24.4 Assurances, Monitoring and Corrective Action,parts (a) &(b) and ADOT Right of Way Procedures Manual: 8.02 Responsibilities,8.03 Prime Functions, 9.06 Monitoring Process and 9.07 Certification of Compliance. Coordinate with the appropriate State's Right of Way personnel during any right of way process performed by the City,if applicable. g. As applicable,certify that the City has adequate resources to discharge the City's real property related responsibilities and ensures that its Title 23-funded projects are carried out using the FHWA approved and certified ADOT Right of Way Procedures Manual and that they will comply with current FHWA requirements whether or not the requirements are included in the FHWA approved ADOT Right of Way Procedures Manual. (23 CFR 710.201) h. Not permit or allow any encroachments on or private use of the right of way,except those authorized by permit. In the event of any unauthorized encroachment or improper use,the City shall take all necessary steps to remove or prevent any such encroachment or use. Provide a copy of encroachment permits issued within the Project limits to the State. Page 4 of 11 89 IGA 22-0008656-I i. Automatically grant to the State,by execution of this Agreement,its agents and/or contractors,without cost,the temporary right to enter City rights of way,as required,to conduct any and all construction and preconstruction related activities for the Project, on,to and over said City rights of way.This temporary right will expire with completion of the Project. j. Investigate and document utilities within the Project limits;submit findings to ADOT determining prior rights or no prior rights; approve an easement within the final right of way to re-establish the prior right location for those utilities with prior rights. k. Be obligated to incur any expenditure should unforeseen conditions or circumstances increase Project costs. Be responsible for the cost of any City requested changes to the scope of work of the Project,such changes will require State and FHWA approval.Be responsible for any contractor claims for additional compensation caused by Project delay attributable to the City. Payment for these costs will be made to the State within 30 days of receipt of an invoice from the State. 1. After notification of final acceptance by the State,assume and maintain full responsibility of the Project,including Storm Water Pollution Prevention Plans (SWPPP) inspections,maintenance,and required documentation,until final stabilization is reached. Provide the NOI number to the State and the Contractor,accept CGP responsibilities at time of transfer,and file an NOT with ADEQ when final stabilization is reached,as applicable. m. After completion and final acceptance of the Project,agree to maintain and assume full responsibility of the Project and all Project components. III. MISCELLANEOUS PROVISIONS 1. Effective Date.This Agreement shall become effective upon signing and dating of all Parties. 2. Amendments.Any change or modification to the Project will only occur with the mutual written consent of both Parties. 3. Duration.The terms,conditions and provisions of this Agreement shall remain in full force and effect until completion of the Project and all related deposits and/or reimbursements are made.Any and all obligations of maintenance hereunder shall remain perpetual and shall survive any termination hereof and the assignment or assumption of this Agreement or the Project by another competent jurisdiction or entity. 4. Cancellation.This Agreement may be cancelled at any time up to 30 days before the award of the Project contract,so long as the cancelling Party provides at least 30 days'prior written notice to the other Party.It is understood and agreed that,in the event the City terminates this Agreement,the City shall be responsible for all costs incurred by the State up to the time of termination.It is further understood and agreed that in the event the City terminates this Agreement,the State shall in no way be obligated to complete or maintain the Project. Page 5 of 11 90 IGA 22-0008656-I S. Indemnification.The City shall indemnify, defend,and hold harmless the State,any of its departments,agencies,officers or employees (collectively referred to in this paragraph as the"State") from any and all claims,demands,suits,actions,proceedings,loss,cost and damages of every kind and description,including reasonable attorneys' fees and/or litigation expenses (collectively referred to in this paragraph as the"Claims"),which may be brought or made against or incurred by the State on account of loss of or damage to any property or for injuries to or death of any person,to the extent caused by,arising out of,or contributed to,by reasons of any alleged act,omission,professional error,fault,mistake, or negligence of the City,its employees, officers, directors,agents,representatives, or contractors,their employees,agents,or representatives in connection with or incident to the performance of this Agreement.The City's obligations under this paragraph shall not extend to any Claims to the extent caused by the negligence of the State,except the obligation does apply to any negligence of the City which may be legally imputed to the State by virtue of the State's ownership or possession of land.The City's obligations under this paragraph shall survive the termination of this Agreement. 6. Third-Party Indemnification.The State shall include Section 107.13 of the 2021 version of the Arizona Department of Transportation Standard Specifications for Road and Bridge Construction,incorporated into this Agreement by reference, in the State's contract with any and all contractors, of which the City shall be specifically named as a third-party beneficiary.This provision may not be amended without the approval of the City. 7. Programmed Federal Funds.The cost of design, construction and construction engineering work under this Agreement is to be covered by the federal funds programmed for this Project,up to the maximum available.The City acknowledges that actual Project costs may exceed the maximum available amount of federal funds,or that certain costs may not be accepted by FHWA as eligible for federal funds.Therefore,the City agrees to pay the difference between actual costs of the Project and the federal funds received. 8. Termination of Federal Funding. Should the federal funding related to this Project be terminated or reduced by the federal government, or Congress rescinds,fails to renew,or otherwise reduces apportionments or obligation authority,the State shall in no way be obligated for funding or liable for any past,current or future expenses under this Agreement. 9. Indirect Costs.The cost of the Project under this Agreement includes indirect costs approved by FHWA,as applicable. 10. Federal Funding Accountability and Transparency Act.The Parties warrant compliance with the Federal Funding Accountability and Transparency Act of 2006 and associated 2008 Amendments (the "Act").Additionally,in a timely manner,the City will provide information that is requested by the State to enable the State to comply with the requirements of the Act, as may be applicable. 11. Title VI.The City acknowledges and will comply with Title VI of the Civil Rights Act Of 1964. 12. Single Audit.The City acknowledges compliance with federal laws and regulations and may be subject to the CODE OF FEDERAL REGULATIONS,TITLE 2, PART 200 (also known as The Uniform Grant Guidance). Entities that expend$750,000.00 or more (on or after 12/26/14) of federal assistance (federal funds,federal grants,or federal awards) are required to Page 6 of 11 91 IGA 22-0008656-I comply by having an independent audit in accordance with§200.331 Subpart F. Either an electronic or hardcopy of the Single Audit is to be sent to Arizona Department of Transportation Financial Management Services within the required deadline of nine months of the sub recipient fiscal year end. ADOT- FMS Attn: Cost Accounting Administrator 206 S 171h Ave. Mail Drop 204B Phoenix,AZ 85007 SingleAudit@azdot.gov 13. Governing Law.This Agreement shall be governed by and construed in accordance with Arizona laws. 14. Conflicts of Interest.This Agreement may be cancelled in accordance with A.R.S.§ 38-511. 15. Inspection and Audit.The City shall retain all books,accounts,reports, files and other records relating to this Agreement which shall be subject at all reasonable times to inspection and audit by the State for five years after completion of the Project.Such records shall be produced by the City, electronically or at the State office as set forth in this Agreement,at the request of ADOT. 16. Non-Discrimination.This Agreement is subject to all applicable provisions of the Americans with Disabilities Act(Public Law 101-336,42 U.S.C. 12101-12213) and all applicable federal regulations under the Act,including 28 CFR Parts 35 and 36.The Parties to this Agreement shall comply with Executive Order Number 2009-09 issued by the Governor of the State of Arizona and incorporated in this Agreement by reference regarding"Non-Discrimination." 17. Non-Availability of Funds. Every obligation of the State under this Agreement is conditioned upon the availability of funds appropriated or allocated for the fulfillment of such obligations. If funds are not allocated and available for the continuance of this Agreement, this Agreement may be terminated by the State at the end of the period for which the funds are available. No liability shall accrue to the State in the event this provision is exercised, and the State shall not be obligated or liable for any future payments as a result of termination under this paragraph. 18. Arbitration. In the event of any controversy,which may arise out of this Agreement,the Parties agree to abide by arbitration as is set forth for public works contracts if required by A.R.S. § 12-1518. 19. E-Verify.The Parties shall comply with the applicable requirements of A.R.S. §41-4401. 20. Anti-Israel Boycott Act.The Parties shall certify that all contractors comply with the applicable requirements of A.R.S. §35-393.01. 21. Other Applicable Laws.The Parties shall comply with all applicable laws,rules,regulations and ordinances,as may be amended. Page 7 of 11 92 IGA 22-0008656-I 22. Notices.All notices or demands upon any Party to this Agreement shall be in writing and shall be delivered electronically,in person, or sent by mail,addressed as follows: For Agreement Administration: Arizona Department of Transportation City of Apache Junction Joint Project Agreement Group Attn: Raquel Schatz 205 S. 171h Avenue, Mail Drop 637E 575 E Baseline Ave Phoenix,AZ 85007 Apache Junction,AZ 85119 1PABranch@azdot.gov 480.474.8549 RSchatz@aj city.nt For Project Administration: Arizona Department of Transportation City of Apache Junction Project Management Group Attn: Raquel Schatz 205 S. 171h Avenue, Mail Drop 614E 575 E Baseline Ave Phoenix,AZ 85007 Apache Junction,AZ 85119 PMG@azdot.gov 480.474.8549 RSchatz@aj city.nt For Financial Administration: Arizona Department of Transportation City of Apache Junction Project Management Group Attn: Raquel Schatz 205 S. 17th Avenue, Mail Drop 614E 575 E Baseline Ave Phoenix,AZ 85007 Apache Junction,AZ 85119 PMG@azdot.gov 480.474.8549 RSchatz@aj city.nt 23. Revisions to Contacts.Any revisions to the names and addresses above may be updated administratively by either Party and shall be in writing. 24. Legal Counsel Approval.In accordance with A.R.S. § 11-952 (D), the written determination of each Party's legal counsel providing that the Parties are authorized under the laws of this State to enter into this Agreement and that the Agreement is in proper form is set forth below. 25. Electronic Signatures.This Agreement may be signed in an electronic format using DocuSign. Page 8 of 11 93 IGA 22-0008656-I IN WITNESS WHEREOF,the Parties have executed this Agreement to be effective upon the full completion of signing and dating by all Parties to this Agreement. CITY OF APACHE JUNCTION By Date WALTER"CHIP"WILSON Mayor ATTEST: By Date JENNIFER PENA City Clerk I have reviewed the above referenced Intergovernmental Agreement between the State of Arizona,acting by and through its DEPARTMENT OF TRANSPORTATION,and the CITY OF APACHE JUNCTION,an agreement among public agencies which,has been reviewed pursuant to A.R.S.§§ 11-951 through 11-954 and A.R.S.§48-572 and declare this Agreement to be in proper form and within the powers and authority granted to the City under the laws of the State of Arizona. No opinion is expressed as to the authority of the State to enter into this Agreement. Approved as to Form: By Date City Attorney Page 9 of 11 94 IGA 22-0008656-I ARIZONA DEPARTMENT OF TRANSPORTATION By Date BRENT A.CAIN,PE Division Director By Date STEVE BOSCHEN,PE Division Director A.G. Contract No. (ADOT IGA 22-0008656-I),an Agreement between public agencies,the State of Arizona and City of Apache Junction,has been reviewed pursuant to A.R.S. §§ 11-951 through 11-954 and A.R.S. § 28-401,by the undersigned Assistant Attorney General who has determined that it is in the proper form and is within the powers and authority granted to the State of Arizona.No opinion is expressed as to the authority of the remaining Parties,other than the State or its agencies,to enter into said Agreement. By Date Assistant Attorney General Page 10 of 11 95 IGA 22-0008656-I EXHIBIT A Cost Estimate T0375 01D/03D/01C The Project costs are estimated as follows: ADOT Project Development Administration (PDA) Cost,non-federal-aid City's costs @ 100% $30,000.00 Scoping/Design: Federal-aid funds @ 94.3% $ 257,439.00 City's match @ 5.7% 15,561.00 Subtotal-Scoping/Design/PDA $ 303,000.00 Construction:* Federal-aid funds @ 94.3% $ 1,643,008.00 City's match @ 5.7% 92,610.00 Subtotal-Construction $ 1,735,618.00 Estimated TOTAL Project Cost $2,038,618.00 Total Estimated City Funds $ 138,171.00 Total Federal Funds $ 1,900,477.00 * (Includes 15%construction engineering (CE) and administration cost(this percentage is subject to change,any change will require concurrence from the City) and 5% Project contingencies) Page 11 of 11 96 City of Apache Junction f300 East Superstition Boulevard •Apache Junction,Arizona 85119 www.apachejunctionaz.gov MEMORANDUM TO: Honorable Mayor and City Council Members THROUGH: Bryant Powell, City Manager FROM: Matt Busby,Assistant City Manager DATE: July 18, 2022 SUBJECT: Award contract for Architectural Services for Space Needs Analysis Apache Junction is planning for the future and the future is now. It is an exciting time for the City of Apache Junction, in part because of the growth opportunity from the approved annexation of 6,600 acres of formerly state-owned land. It has been over 20 years since the last campus master plan effort and 20 years since the last significant capital projects (AJ Multigenerational Recreation Center and City Hall). Currently, the city has facilities that are past their useful life and pressing space needs in specific departments. The population boom that is anticipated in the next 2-10 years with the addition of 10,500 households will have a further impact on city services, facilities, and staffing. The space needs analysis shall consider not only the organizational growth that has already occurred over the past 20 years, but the anticipated growth in the next 5, 10, and 20+years. It is necessary for the City to understand these space needs so the city can proactively create an informed Master Plan and associated capital plan moving forward. City staff have chosen DFDG Architects to conduct a comprehensive space needs analysis that will serve as the business case and guiding document for a subsequent Master Plan effort. The City will utilize the Arizona Department of Administration (ADOA) Annual Professional Services List for these services; thus, fulfilling procurement procedures. Staff is recommending a professional services agreement be awarded to DFDG Architecture in an amount not to exceed $176,300, plus a city-controlled contingency of $20,000 to provide for future unforeseen change orders to the contract for a grand total not to exceed $196,300. Thank you for your consideration. Home of the Superstition Mountains 104 PROFESSIONAL SERVICES AGREEMENT WITH DFDG Architecture THIS AGREEMENT is made as of the day of August 2022 (the "Effective Date") by and between THE CITY OF APACHE JUNCTION, an Arizona municipal corporation ("City"), and DFDG Architecture, an Arizona corporation, ("Consultant"), both of which may be hereinafter referred to collectively as the "Parties", for the project entitled "Space Needs Assessment". RECITALS A. City desires to retain a consultant to perform a comprehensive space needs assessment and to make payment for the same in accordance with the terms and conditions set forth in this Agreement, including all attachments and addenda which are appended hereto by mutual agreement of the Parties. B. The open market procedures have been satisfied to the extent they apply. C. City will utilize the Arizona Department of Administration (ADOA) Annual Professional Services List for architectural services. D. The Parties have set forth below contemplated services Consultant will provide City, including payment terms for such services and products. AGREEMENT NOW, THEREFORE, in consideration of the Recitals noted above, the mutual covenants and conditions below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. CONSULTANT'S DUTIES: Consultant agrees to perform the professional services detailed in Exhibit A. 2. COMPENSATION: In accordance with the terms and conditions of this Agreement, City shall compensate Consultant for professional services in an amount not to exceed $176,300.00 plus a City controlled contingency of $20,000 for a total of$196,300.00, in accordance with Exhibit A. 3. CONSULTANT BILLING: Consultant shall bill City on a time and expense basis in a total amount not to exceed Section 2 above. City shall pay such billings within thirty (30) calendar days of the date of receipt. 4. TERM/RENEWAL: The term of this Agreement starts on August 17, 2022 and ends on June 30, 2024. 5. CITY'S STANDARD OF PERFORMANCE: City shall furnish Consultant with all data, information and other supporting services specified in Exhibit A. 6. CONSULTANT'S STANDARD OF PERFORMANCE: While performing the services, Consultant shall exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the Phoenix Metropolitan Area, and shall use reasonable diligence and best judgment while exercising its professional skill and expertise. Consultant shall be responsible for all errors and omissions Consultant commits in the performance of this Agreement. 7. NOTICES: All notices to the a Party required under this Agreement shall be in writing and sent by first class certified mail, postage prepaid, return receipt requested, addressed to the following: If to City: City of Apache Junction c/o Matt Busby 300 East Superstition Boulevard Apache Junction, AZ 85119 If to Consultant: DFDG Architecture c/o: Darrin Orndorff 4545 E McKinley Street Phoenix, AZ 85008 8. INSURANCE: Consultant, at its own expense, shall purchase and maintain the herein stipulated minimum insurance with companies duly licensed, possessing a current A.M. Best, Inc. Rating of B++6, or approved unlicensed in the State of Arizona with policies and forms satisfactory to City. All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Agreement is satisfactorily completed and formally accepted; failure to do so may, at the sole discretion of City, constitute a material breach of this Agreement. Consultant's insurance shall be primary insurance as respects the City, and any insurance or self-insurance maintained by City shall not contribute to it. Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect City. The insurance policies, except Workers' Compensation, shall contain a waiver of transfer rights of recovery (subrogation) against City, its agents, officers, officials and employees for any claims arising out of Contractor's acts, errors, mistakes, omissions, work or service. 2 The insurance policies may provide coverage which contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to City under such policies. Consultant shall be solely responsible for the deductible and/or self retention and City, at its option, may require Consultant to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. City reserves the right to request and to receive, within ten (10) working days, certified copies of any or all of the herein required insurance policies and/or endorsements. City shall not be obligated, however, to review same or to advise Consultant of any deficiencies in such policies and endorsements, and such receipt shall not relieve Consultant from, or be deemed a waiver of, City's right to insist on strict fulfillment of Consultant's obligations under this Agreement. The insurance policies, except Workers' Compensation and Professional Liability, required by this Agreement, shall name City, its agents, officers, officials and employees as Additional Insureds. REQUIRED COVERAGE Commercial General Liability Consultant shall maintain Commercial General Liability insurance with a limit of not less than $1,000,000 for each occurrence with a $2,000,000 Products/Completed Operations Aggregate and a $2,000,000 General Aggregate limit. The policy shall include coverage for bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage including, but not limited to, the liability assumed under the indemnification provisions of this Agreement, which coverage will be at least as broad as that on Insurance Service Office, Inc. Policy Form No. CG 00011093, or the equivalent thereof. Such policy shall contain a severability of interest provision, and shall not contain a sunset provision or commutation clause, nor any provision which would serve to limit third party action over claims. The Commercial General Liability additional insured endorsement shall be at least as broad as the Insurance Service Office, Inc.'s Additional Insured, Form B, CG 20101185, or the equivalent thereof, and shall include coverage for Consultant's operations and products and completed operations. If required by this Agreement, if Consultant sublets any part of the work, services or operations, Consultant shall purchase and maintain, at all times during prosecution of the work, services or operations under this Agreement, an 3 Owner and Consultant's Protective Liability insurance policy for bodily injury and property damage, including death, which may arise in the prosecution of Consultant's work, service or operations under this Agreement. Coverage shall be on an occurrence basis with a limit not less than $1,000,000 per occurrence, and the policy shall be issued by the same insurance company that issues Consultant's Commercial General Liability insurance. Automobile Liability Consultant shall maintain Commercial/Business Automobile Liability insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 each occurrence with respect to Consultant's owned, hired, and non-owned vehicles assigned to or used in performance of Consultant's work. Coverage will be at least as broad as coverage code 1, "any auto", (Insurance Service Office, Inc. Policy Form CA 00011293, or the equivalent thereof). Such insurance shall include coverage for loading and off loading hazards. If hazardous substances, materials or wastes are to be transported, MCS 90 endorsement shall be included and $5,000,000 per accident limits for bodily injury and property damage shall apply. Workers' Compensation Consultant shall carry Workers' Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of Consultant's employees engaged in the performance of the work or services; and, Employer's Liability insurance of not less than $100,000 for each accident, $100,000 disease for each employee, and $500,000 disease policy limit. By execution of this Agreement, Consultant certifies as follows: "I am aware and understand the provisions of A.R.S. § 23-900 etseq. which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of this chapter, and I will comply with such provisions before commencing the performance of the work of this Agreement." If Consultant has no employees for whom workers' compensation insurance is required, Consultant shall submit a declaration or affidavit to City so stating and covenanting to obtain such insurance if and when Consultant employs any employees subject to coverage. In case any work is subcontracted, Consultant will require subcontractors to provide Workers' Compensation and Employer's Liability insurance to at least the same extent as required of Consultant. 4 Professional Liability Consultant retained by City to provide the work or service required by this Agreement will maintain Professional Liability insurance covering acts, errors, mistakes and omissions arising out of the work or services performed by Consultant, or any person employed by Consultant, with a limit of not less than $1,000,000 each claim. Certificates of Insurance Prior to commencing work or services under this Agreement, Consultant shall furnish City with Certificates of Insurance, or formal endorsements as required by the Agreement, issued by Consultant's insurer(s), as evidence that policies providing the required coverages, conditions and limits required by this Agreement are in full force and effect. The form of the certificates of insurance and endorsements shall be subject to the approval of the Apache Junction City Attorney's Office, shall comply with the terms of this Agreement, and shall be issued and delivered to City Attorney, City of Apache Junction, 300 East Superstition Boulevard, Apache Junction, AZ 85119. In the event any insurance policies required by this Agreement are written on a "claims made" basis, coverage shall extend for two (2) years past completion and acceptance of Consultant's work or services and as evidenced by annual Certificates of Insurance. If a policy does expire during the life of the Agreement, a renewal certificate must be sent to City thirty (30) calendar days prior to the expiration date. All Certificates of Insurance shall be identified with bid serial number and title. Policies or certificates and completed forms of City's Additional Insured Endorsement (or a substantially equivalent insurance company form acceptable to the City Attorney) evidencing the coverage required by this section shall be filed with the City and shall include the City as an additional insured. The policy or policies shall be in the usual form of a public liability insurance, but shall also include the following provision: "Solely as respects work done by or on behalf of the named insured for the City of Apache Junction, it is agreed that the City of Apache Junction and its officers and employees are added as additional insureds under this policy." Insurance required herein shall not expire, be canceled, or materially changed without thirty (30) calendar days' prior written notice to City. 9. APPLICABLE LAW AND VENUE: The terms and conditions of this Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona. Any action at law or in equity brought by either party for 5 the purpose of enforcing a right or rights provided for in this Agreement, shall be tried in a court of competent jurisdiction in Pinal County, State of Arizona. The parties hereby waive all provisions of law providing for a change of venue in such proceeding to any other county. In the event either party shall bring suit to enforce any term of this Agreement or to recover any damages for and on account of the breach of any term or condition in this Agreement, it is mutually agreed that the prevailing party in such action shall recover all costs including: all litigation and appeal expenses, collection expenses, reasonable attorney fees, necessary witness fees and court costs to be determined by the court in such action. 10. FORCE MAJEURE: Neither City nor Consultant, as the case may be, shall be considered not to have performed its obligations under this Agreement in the event of enforced delay (an "Enforced Delay") due to causes beyond its control and without its fault or negligence or failure to comply with applicable laws, including, but not restricted to, acts of God, fires, floods, epidemics, pandemics, quarantine, restrictions, embargoes, labor disputes, and unusually severe weather or the delays of subcontractors or materialmen due to such causes, acts of a public enemy, war, terrorism or act of terror (including but not limited to bio-terrorism or eco-terrorism), nuclear radiation, blockade, insurrection, riot, labor strike or interruption, extortion, sabotage, or similar occurrence or any exercise of the power of eminent domain of any governmental body on behalf of any public entity, or a declaration of moratorium or similar hiatus (whether permanent or temporary) by any public entity directly affecting the obligations under this Agreement. In no event will Enforced Delay include any delay resulting from unavailability for any reason of labor shortages, or the unavailability for any reason of particular Consultants, subcontractors, vendors or investors desired by Consultant in connection with the obligations under this Agreement. Consultant agrees that Consultant alone will bear all risks of delay which are not Enforced Delay. In the event of the occurrence of any such Enforced Delay, the time or times for performance of the obligations of the Party claiming delay shall be extended for a period of the Enforced Delay; provided, however, that the Party seeking the benefit of the provisions of this Section shall, within thirty (30) calendar days after such Party knows or should know of any such Enforced Delay, first notify the other Party of the specific delay in writing and claim the right to an extension for the period of the Enforced Delay; and provided further that in no event shall a period of Enforced Delay exceed ninety (90) calendar days. 11. TERMINATION: This Agreement may be terminated by either Party for any reason upon 30 days (1) months' written notice. If this Agreement is terminated, City shall be reimbursed from Consultant the amount paid for any undelivered and/or unaccepted products or services. Upon termination, City agrees to pay for all delivered, accepted, and properly invoiced services that were provided up to the announced Termination Date. 6 12. INDEMNIFICATION: To the fullest extent permitted by law, Consultant shall defend, indemnify and hold harmless City, its boardmembers and appointed officers, officials, agents, and employees from and against any and all liability including but not limited to demands, claims, actions, fees, costs and expenses, including attorney and expert witness fees, arising from or connected with, or alleged to have arisen from or connected with, relating to, arising out of, or alleged to have resulted from the acts, errors, mistakes, omissions, Work or services of Consultant, its agents, employees, or any tier of Consultant's subconsultant in the performance of this Agreement, but only to the extent caused by the negligence, recklessness or intentional wrongful conduct of Consultant or its subconsultants in the performance of this Agreement or any subcontract. Consultant 's duty to defend, hold harmless and indemnify City, its boardmembers and appointed officers, officials, agents, and employees shall arise in connection with any tortious claim, damage, loss or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment, or destruction of property including loss of use resulting therefrom, caused by an Consultant 's acts, errors, mistakes, omissions, work or services in the performance of this Agreement including any employee of Consultant , any tier of Consultant 's subconsultant or any other person for whose acts, errors, mistakes, omissions, Work or services Consultant may be legally liable. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. 13. TAXES: Consultant shall pay all license, sales, consumer, transaction privilege, use and other similar taxes for services provided by Consultant which are legally enacted at the time the obligations under this Agreement are performed. 14. PERMITS & FEES: Unless otherwise provided in this Agreement, Consultant shall secure and pay for all applicable permits, government fees, licenses and inspections necessary for the proper execution and completion of services which are customarily secured after execution of the Agreement. Consultant shall give all notices and comply with all laws, ordinances, rules, regulations and lawful orders of any public authority bearing on the performance of the obligations. Consultant represents and warrants that any license necessary to perform the services under this Agreement is current and valid. Consultant understands that the activity described herein constitutes "doing business in the City of Apache Junction" and Consultant agrees to obtain a business license pursuant to Chapter 8 of the Apache Junction City Code, Vol. I, and keep such license current during the term of this Agreement. Consultant also acknowledges that the tax provision of the Apache Junction Tax Code, Chapter 8A, may also apply and if so, shall obtain a transaction privilege license and/or other licenses as may be required by all applicable laws. Further, Consultant agrees to pay all applicable privilege and use taxes that are 7 applicable to the activities, products and services provided under this Agreement. 15. RECORDS: Records of Consultant's labor, payroll, and other costs pertaining to this Agreement shall be kept on a generally recognized accounting basis and made available to City for inspection on request. Consultant shall maintain records for a period of at least two (2) years after termination of this Agreement, and shall make such records available during that retention period for examination or audit by City personnel during regular business hours. 16. RIGHT OF CITY TO CONTRACT WITH OTHERS: Nothing in this Agreement shall imply City is obligated to obtain the services described herein with only this particular Consultant. 17. INDEPENDENT CONTRACTOR: City and Consultant agree and understand that the relationship between both Parties is that of an independent contractor. 18. WAIVER OF TERMS AND CONDITIONS: The failure of City or Consultant to insist in any one or more instances on performance of any of the terms or conditions of this Agreement or to exercise any right or privilege contained herein shall not be considered as thereafter waiving such terms, conditions, rights or privileges, and they shall remain in full force and effect. 19. COMPLIANCE WITH FEDERAL AND STATE LAWS: Consultant understands and acknowledges the applicability of the American with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free Workplace Act of 1989 to the services performed under this Agreement. As required by A.R.S. § 41-4401, Consultant hereby warrants its compliance with all federal immigration laws and regulations that relate to its employees and A.R.S. § 23-214(A). Consultant further warrants that after hiring an employee, Consultant will verify the employment eligibility of the employee through the E- Verify program. If Consultant uses any subcontractors in performance of services, subcontractors shall warrant their compliance with all federal immigration laws and regulations that relate to its employees and A.R.S. § 23- 214(A), and subcontractors shall further warrant that after hiring an employee, such subcontractor verifies the employment eligibility of the employee through the E-Verify program. A breach of this warranty shall be deemed a material breach of the Agreement that is subject to penalties up to and including termination of this Agreement. Consultant is subject to a penalty of $100 per day for the first violation, $500 per day for the second violation, and $1,000 per day for the third violation. City at its option may terminate this Agreement after the third violation. Consultant shall not be deemed in material breach of this Agreement if the Consultant and/or subcontractors establish compliance with the employment verification provisions of Sections 274A and 274B of the federal Immigration and Nationality Act and the E-Verify requirements contained in 8 A.R.S. § 23-214(A). City retains the legal right to inspect the papers of any Consultant or subcontractor employee who works under this Agreement to ensure that the Consultant or subcontractor is complying with the warranty. Any inspection will be conducted after reasonable notice and at reasonable times. If state law is amended, the Parties may modify this paragraph consistent with state law. 20. ENTIRE AGREEMENT: This Agreement and any attachments represent the entire agreement between City and Consultant and supersede all prior negotiations, representations or agreements, either express or implied, written or oral. It is mutually understood and agreed that no alteration or variation of the terms and conditions of this Agreement shall be valid unless made in writing and signed by the Parties hereto. Written and signed amendments shall automatically become part of the Supporting Documents, and shall supersede any inconsistent provision therein; provided, however, that any apparent inconsistency shall be resolved, if possible, by construing the provisions as mutually complementary and supplementary. 21. SEVERABILITY: City and Consultant each believe that the execution, delivery and performance of this Agreement are in compliance with all applicable laws. However, in the unlikely event that any provision of this Agreement is declared void or unenforceable (or is construed as requiring City to do any act in violation of any applicable laws, including any constitutional provision, law, regulation, or city code), such provision shall be deemed severed from this Agreement and this Agreement shall otherwise remain in full force and effect; provided that this Agreement shall retroactively be deemed reformed to the extent reasonably possible in such a manner so that the reformed agreement (and any related agreements effective as of the same date) provide essentially the same rights and benefits (economic and otherwise) to the Parties as if such severance and reformation were not required. Unless prohibited by applicable laws, the Parties further shall perform all acts and execute, acknowledge and/or deliver all amendments, instruments and consents necessary to accomplish and to give effect to the purposes of this Agreement, as reformed. 22. SUCCESSORS, ASSIGNMENT & DELEGATION: City and Consultant each bind themselves, their partners, successors, assigns and legal representatives to the other Party hereto and to the partners, successors, assigns and legal representatives of such other Party in respect to all covenants, agreements and obligations contained in this Agreement. Neither Party to the Agreement shall assign the Agreement or sublet it as a whole or delegate the duties hereunder, without the written consent of the other, nor shall Consultant assign any monies due or to become due to it without the previous written consent of City. 23. ACCURACY OF WORK: Acceptance of services or work by City shall not relieve Consultant of the responsibility for subsequent correction of any such errors and the clarification of any ambiguities. Consultant shall make 9 all necessary revisions or corrections resulting from errors and omissions on the part of Consultant without additional compensation. 24. TIME IS OF THE ESSENCE: Time is of the essence with respect to all provisions in this Agreement. Any delay in performance by either Party shall constitute a material breach of this Agreement. 25. PROHIBITION TO CONTRACT WITH CONSULTANTS WHO ENGAGE IN BOYCOTT OF THE STATE OF ISRAEL: The Parties acknowledge A.R.S. §§ 35- 393 through 35-393.03, as amended, which forbids public entities from contracting with Consultants who engage in boycotts of the State of Israel. Should Consultant under this Agreement engage in any such boycott against the State of Israel, this Agreement shall be deemed automatically terminated by operation of law. Any such boycott is a material breach of contract. 26. CONFLICTS OF INTEREST: This Agreement is subject to, and may be terminated by City in accordance with, the provisions of A.R.S. § 38-511. IN WITNESS WHEREOF, Consultant and City have executed this Agreement as of the date first set forth above. CONSULTANT: DFDG Architecture, an Arizona corporation By: Darrin Orndorff Its: President CITY: CITY OF APACHE JUNCTION, ARIZONA, an Arizona municipal corporation By: Walter "Chip" Wilson Its: Mayor ATTEST: Jennifer Pena City Clerk 10 APPROVED AS TO FORM: � -7 l8 •Z2 R. Joel Stern City Attorney 11 STATE OF ) ) ss. COUNTY OF ) The foregoing was subscribed and sworn to before me this day of , 20 , by as of [Company Name], an Arizona [corporation/limited liability company]. Notary Public My Commission Expires: STATE OF ARIZONA ) ) ss. COUNTY OF PINAL ) The foregoing was subscribed and sworn to before me this day of , 20 , by Walter "Chip" Wilson, as Mayor of the City of Apache Junction, Arizona, an Arizona municipal corporation. Notary Public My Commission Expires: Exhibit A it DFDG July 5, 2022 City of Apache Junction 300 E Superstition Blvd Apache Junction, AZ 85119 Matt Busby mbusby@apachejunctionaz.gov Re: Apache Junction Space Needs Assessment Fee Proposal Dear Matt: DFDG Architecture is excited for the opportunity to submit this proposal for design services on the city-wide space needs assessment. The following proposal outlines our understanding of the scope and requirements for this project. A. PROJECT SCOPE 1) General Scope Information. The project will be a space needs assessment for multiple buildings and sites managed and operated by the City of Apache Junction. Refer to Scoping Document dated 6/27/2022 for description of City assets included in this assessment. 2) Owner/Client Information. City of Apache Junction is the owner and Client for this project and will be represented by Susan Billings of Elevated Design Studio. The Client is responsible for the following: a. Provide any existing building and site drawings in PDF and CAD formats. b. Provide information about projected staff growth, or accept proposal for supplemental services included in Section D. 3) Building/Site Information. The existing buildings will be evaluated based on information provided to DFDG by the client. Any facilities that do not have CAD or PDF drawings available that accurately depict current layout and usage will require Additional Services to conduct field investigation by DFDG to collect that information. Facilities included on Scoping Document dated 6/27/2022 are all included in this scope, with recap of major elements noted below. a. City Hall (multiple departments) —48,700 SF, 2 story facility. b. Police Station —15,800 SF 2 story facility with 2,900 SF offsite training spaces and 2,500 SF offsite storage C. Parks— 40,700 SF 2 story multi-gen facility with 4 ancillary facilities totaling 6,300 SF. d. Library— 31,500 SF 1 story facility e. Public Works— 20,000 SF combined in 6 facilities with 14.5 acre public works site area. f. IT— 2,500 SF facility. g. Animal Control— 4,000 SF facility with 9,000 SF shelter yard with shade structures. 602.954.9060 4545 E. McKinley St. Phoenix, AZ 85008 dfdg.com 4) Schedule. The space needs assessment is the first phase of the City's effort to make sure they are meeting their organization's current and future capital asset needs. Not included in this proposal is phase 2 which is to create a master plan for this city to implement the information presented in this space needs assessment. Additional phases beyond the master planning would include additions, renovations and new construction to expand the City's infrastructure as needed to implement the master plan. a. Space Needs Assessment shall take approximately 4 months with the schedule largely determined by the city's responsiveness to questionnaires and reviews of draft assessments. b. Supplemental services will increase the project schedule based on the extent of services requested. B. BASIC SERVICES 1) Consultant Team. a. DFDG will be the prime consultant, and provide architectural and planning services. Subconsultants will include the following disciplines (see attached proposals for additional information): b. FM Solutions (FMS) will provide consulting services to DFDG including building and site analysis. 2) Programming and Conceptual Design (PD). a. DFDG will review any preliminary information provided by the Client and will consult with the Client, interview user groups (as applicable) to create a final space needs assessment document. i. DFDG will prepare an analysis of workplace trends to include traditional office and open office spaces, "hoteling" spaces for shared staff use, work from home (WFH) integration and a hybrid of these spaces. ii. Review existing space usage. This will establish existing space types and area per employee. iii. City Space Needs. Prepare a space needs summary by department based on DFDG's recommendations selected by City's key stakeholder team. iv. Explore planning concepts. DFDG will incorporate the preferred space use concepts into conceptual layouts of key spaces to test fit departments into key existing facilities. This will not be a complete master plan of all facilities, but will provide an example for the city to understand how the space concepts presented would be reflected in their existing spaces. b. Site work during this phase includes analysis of the needs for police and public works departments to have adequate exterior storage and yard space to satisfy their current and projected site needs. c. DFDG will attend bi-weekly meetings during this phase. Based on the project schedule in section A, 8 meetings are included in this phase. d. Final deliverable for this phase includes a written space needs assessment. This document will be used as the basis for a future Master Plan prepared by the City separate from this proposal. 3) Supplemental Services. The following Supplemental Services are noted as separate line items in the fee proposal of Section D below and will be included in the full scope of services provided by DFDG. a. Staff Projection Analysis. FMS will provide questionnaires and conduct interviews with key staff in order to calculate growth of staff for each department. b. Facility Condition Assessment. FMS will provide a facility condition assessment of selected buildings and site. Refer to attached consultant proposal for cost breakdown per building or site amenity. This proposal indicates direct consultant costs which would be marked up 10%. 07.05.2022 C. EXCLUSIONS The following services are not included under Basic Services, and would be provided as Additional Services if requested by the Client. a. A change or increase in the project scope, or making changes to the documents that are inconsistent with previously furnished information or approvals. b. Design for future building expansions, campus master planning, or engineering alaysis of any facility. C. Special studies or reports involving traffic studies, geotechnical analysis, archeological or environmental studies or reports, or other special studies requiring special expertise. d. Additional meetings or presentations beyond those indicated in Section B above. D. FEE PROPOSAL Table below indicates basic and supplemental services by DFDG and the consultant team. The consultant fees are marked up 10%. The individual consultant fees can be seen on the attached proposals. Basic Services $126,200 Space Needs Assessment $126,200 Supplemental Services $45,100* Staff Project Analysis $45,100 Facility Condition Assessment* Varies* Reimbursable Expenses $5,000 Total Fee Proposal $176,300* *See attached proposal from FMS for per facility breakdown cost for facility condition assessment. Final total for this supplemental service will be based on the specific facilities included. E. OTHER TERMS AND CONDITIONS a. This proposal, if accepted, will become an exhibit to the formal contract between the Client and DFDG. b. We recommend using the standard AIA contract form unless the Client prefers to use a different contract. C. Payment for professional services, additional services, reimbursable expenses, and other related fees will be invoiced on a monthly basis. Invoices that remain unpaid beyond 60 days of the invoice date will accrue a service charge at the rate of 1.0% per month. d. In addition to the Fee for Professional Services, we would be reimbursed for direct expenses including the cost of printing, delivery service, CADD plotting, software beyond our standard programs, online software application service (cloud computing) fees, pay for subscription software, and similar direct expenses, multiplied by a factor of 1.10. Auto mileage will be billed at our current cost per mile based on the GSA federal employee's reimbursement rate. This allowance also includes hourly rates for administrative staff to scan any drawings not available in PDF format. Reimbursable expenses line item indicated in section D above is an allowance. Reimbursable expenses shall be invoiced on a monthly basis as accrued. e Additional Services, if authorized by the Client, would be performed at our standard hourly rates or for a mutually agreeable fee. Additional services of consultants will be billed at the invoice cost multiplied by a factor of 1.10. f. DFDG's attached Standard Hourly Rates are current as of the initiation of this agreement but are subject to change. Where the fee arrangement is based upon an hourly rate, or extra work is required, the hourly rates will be those that prevail at the time services are rendered. 07.05.2022 g. This fee proposal does not include sales taxes. In the event any governmental jurisdiction levies a sales or other tax on professional services, such tax would be calculated and added to the fee amount. h. The architect will retain original drawings, calculations and reports provided under the agreement for a period of 2 years following completion of work. i. This Agreement may be terminated by either party at any time, in writing, with or without cause. In the event of termination, the Client agrees to pay DFDG for all services performed up through the date of termination, whether or not such services have been fully completed, on a pro-rata or hourly basis, along with accrued reimbursable expenses. The Client shall be provided with copies of any applicable work product for which DFDG has been paid. j. In performing duties under this Agreement, DFDG shall exercise the generally accepted standard of care determined for Arizona for projects of similar scope and complexity. Sincerely, Darrin Orndorff,AAA, LEED-AP President 07.05.2022 4 Attachment A - Staff Projection Analysis - SOLUTIONS July 1,2022 tmsolutions.net Chad Billings Principal DFDG Architecture Subject:Apache Junction Space Needs Assessment-Phase 1 p 602.265.7900 Chad, t 602.265.9477 This letter will acknowledge and confirm our recent discussions to provide space needs assessment services for the above referenced project. We propose to furnish the following professional services as set forth herein. I. PROJECT ASSUMPTIONS DFDG to provide: 1. A single point of contact as a representative that FMS can work with on an ongoing basis 2. Schedule all meetings and interviews 3. Provide access to all necessary facilities 4. Support FMS on Questionnaire by providing review and comments,providing email of appropriate leaders to be sent to,and follow up with those leaders should it be required. 5. Provide FMS a list of all facilities,facility address,facility age,occupant of each facility along with current number of people/offices in each facility. 6. Provide all information in a timely manner that is requested on FMS provided Checklist. Electronic information is preferred to hard copy. 7. Provide a Conference Room space for FMS team to occupy and use during their investigative work. II. OBJECTIVES The following objectives are outlined for the Space Needs Assessment: a. Part I:The interviews and questionnaires will be used to collect information related to services and resources that will allow a documented understanding of each leader and each business.This understanding will be used and compared to industry trends. b. Part II:To provide a growth matrix showing anticipated growth of each department over the next 5, 10,and 20 years. 4001 North 3rd St. Suite 250 Phoenix,AZ 85012 1/d SOLUTIONS III. SCOPE OF SERVICES fmsolutions.net PART I: ASSESSMENT OF SPACE NEEDS The first part of the process will be a comprehensive assessment of the client's departments,their associated services,available resources,and culture. Data will be gathered at following levels to ensure a comprehensive understanding of the facility opportunities and challenges from key stakeholders,employees,managers and elected. • 30k ft view:visionary,policy,process and political aspects i.e.Department Directors and above (approximately 20 people) p 602,265.7900 An interview format will be developed in a collaborative fashion with the Client and used to interview t 602.265.9477 Individuals at this level selected by the Client to collect data related to long-term planning and future vision for the department. • 10k ft view-spatial dynamics,spatial plans,business planners,long range planners,key budget people i.e.Senior Managers(approximately 40 people) A questionnaire will be developed in a collaborative fashion with the Client and issued for collection of data related to their current and future staff projections,the needs for day-to-day function,level of public interface,and ability to function in a hybrid workplace. PART 11:DEVELOPMENT OF STRATEGIES The second part of the process will use the data collected during Phase 1. FMS will use these strategies to create tools that can be applied to the client's employee growth matrix. FMS will use the results of the interviews and questionnaires to create an anticipated growth matrix showing staff growth over the next 5, 10,and 20 years. o The growth matrix will be a flexible document allowing the growth values to be adjusted for each time-period and department. Outcome: Documentation of the growth matrix showing anticipated growth of each department over the next 5, 10,and 20 years. DELIVERABLES • Table of Contents • Executive Summary • Formal discussion of each Phase • List of Working Tools/Discussion of research method • Extended Appendices IV. COMPENSATION Professional fees for the scope of work outlined above for each project will be as detailed below plus reimbursable expenses. Fixed Fees: $41,000.00 4001 North 3rd St. Suite 250 Phoenix,AZ 85012 SOLUTIONS V. REIMBURSABLE EXPENSES fmsolutions.net Reimbursable expenses are not anticipated but should they be incurred;they are considered an addition to the fee indicated above;the following costs shall be reimbursable at actual cost+10%. FM Solutions will receive prior written approval for any reimbursable expenses.Copies of actual receipts will be submitted with payment requests. Reimbursable expenses include expenditures made in the interest of the Project for: Plotting p 602,265.7900 Reproductions t 602.26.5.9477 Postage Deliveries Photos Transportation and other travel expenses related to travel outside the metro area. Mileage related to travel within the metro area. Mileage shall be charged per the current IRS rate. Regulatory Agency review fees. Employment of,with client's prior approval,special consultants other than those listed in this proposal. VI. TERMS&CONDMONS Invoicing shall be monthly based on the percentage of the project completed,up to the proposed Fixed Fee and payment shall made on a pay when paid basis.Once DFDG is paid,FMS will be paid within a week or as noted on an agreed upon AIA contract. Services other than those mentioned and described herein will be performed only with your authorization and as an additional service.We look forward to proceeding with your project upon receipt of your approval.We are excited to assist you with your project,should you have any questions please contact me to discuss. �i/.�/""' y� Heather Unger,CSI Chad Billings FM Solutions Management LLC DFDG Architecture cc: Curtis L.Slife AIA, NCARB,CFM, FMP,FCI, IFMA FELLOW FM Solutions Management LLC 4001 North 3rd St. Suite 250 Phoenix,AZ 85012 Attachment B - Facility Condition Assessment SOLUTIONS June 30,2022 fmsolutions.net Chad Billings Principal DFDG Architecture Subject:Apache Junction Facility Condition Assessments p 602.265.7900 Chad, t 602.265.9477 This letter will acknowledge and confirm our recent discussions to provide facility assessment services for the above referenced project. We propose to furnish the following professional services as set forth herein. The facility assessments will be performed utilizing the ASTM E2018-15 Standard Guide for Property Condition Assessments. I. PROJECT ASSUMPTIONS 1. DFDG will provide one (1)Facility escort at each site with pre-coordinated access to all rooms/areas within the building(mechanical rooms,electrical rooms,roof,etc...).The escorts will walk with the assessment team(s)throughout the on-site survey. 2. FMS Assessment Team will coordinate with DFDG staff to schedule any meetings and/or phone calls required.FM Solutions will notify the DFDG contact no less than two weeks in advance to schedule meetings or facility access. 3. FMS for each subject building will provide a ladder to access ceiling areas above the grid and the roof if no direct access is provided. 4. FMS may use a Civil Subconsultant for evaluation of the pavement. II. OBJECTIVES The following objectives are outlined for the Facility Condition Assessment: 1. To provide an objective and technical analysis of the physical condition of each facility within the project scope. 2. To identify the cost required to bring the buildings to a standard condition,addressing both the building deficiencies and necessary improvements. 3. To develop an implementation strategy,based upon a predeveloped priority system for improving,repairing,and upgrading the buildings based on a prioritization of equipment and system-wide needs. 4001 North 3rd St. Suite 250 Phoenix,AL 85012 f I ISOLUTIONS III. SCOPE OF SERVICES fmsolutions.net 1. Task 1: a. Inout of asset data/inventory to create a math based estimated Facility Condition Index(FCI) for the Facilities listed below to include i. Facility Replacement Models ii. Statistical Life Analysis of Building Systems iii. Calculate Estimated FCI for Each Facility p 602.265.7900 2. Ta s k 2: 1 602.265.9477 a. Gather and review existing information& data to include: i. FM Solutions will request building floor plans and drawings. If FM Solutions is required to scan these documents an additional fee will apply. ii. FM Solutions will request any existing reports/studies associated with subject buildings. b. Kick-Off Meeting: i. A kick-off meeting for each facility shall be held to gather historical information in groups of likeness,so that no more than 3 meetings are needed for all buildings. The intent of this meeting is to capture previous work completed,identify problem areas within the building,and receive input from staff that are most knowledgeable of the facility. Recommended to attend this meeting at a minimum are: 1. Facility Consultant 2. DFDG Facility Supervisors 3. O&M staff responsible for maintaining each building 4. IT Representative C. Perform physical survey of each building i. The assessment team will conduct visual assessments of system conditions and gather life-cycle data on each of the following systems: 1. Building Shell(Roofs,Walls,Window Systems,Exterior Doors and Structural Components) 2. Building Interior (Walls,Doors,Floors & Ceilings) 3. HVAC Systems 4. Electrical& Electrical Distribution Systems (Primary and Backup) S. Lighting& Lighting Control Systems 6. Plumbing Systems & Fixtures 7. Fire Protection Sprinkler Systems 8. Fire Alarm Systems and Security Systems 4001 North 3rd St. Suite 250 Phoenix,AZ 85012 I i it l SOLUTIONS 9. Vertical Transportation fmsolutions.net 10. Paving,Curbing,and Parking 11. Storm Water Drainage and Landscaping 12. Flatwork and Topography ii. The following will also be identified: 1. Code compliance issues 2. Fire/life-safety issues 3. Risk Issues iii. Pictures will be taken to document any deficiencies identified throughout survey d. Data entry/uoload i. Upload information gathered into database 1. Facilitize is an online asset management application.This tool provides detailed reports for each building assessed which can be provided to the customer for an additional fee,outlining building systems'inventory, recommended capital improvements,existing deficiencies,associated costs,condition indices,and future funding projections. ii. Develop comprehensive cost estimates for recommended improvements/projects iii. Calculate the FCI for each facility iv. Establish current and project 10-year funding requirements. v. Access to Facilitize with capital renewal and CMMS will be available at no charge for a 90-day trial period upon completion of final report. It would then be available for $10,000 annually for the foreseeable future. 3- Deliverables a. FMS will issue a PDF digital report for the building titled by the project name for your review when the assessments are completed.Typical reports include: i. Summary Report-is a description of each facility and a summary of condition and deficiencies including FCI and projected repair costs. ii. Survey Detail Report is a detail description of deficiencies and repair costs. iii. Life Cycle Costing-for facility in terms of its building systems,including site systems,and age of each system so that an understanding of the facility's true condition and remaining life can be determined at,and strategic decisions can be made. iv. FCI Report-essentially the"report card"for the facility.The facility is ranked on a scale from 0%to 100%for strategic planning purposes. v. Survey Summary-will prioritize each of the expired building systems so that dollars may be budgeted in a logical manner—on a scale from one to six. 4001 North 3rd St. Suite 250 Phoenix,AZ 85012 fm I SOLUTIONS vi. Future Funding Projections -that model future capital budget costs for each of the facilities ten years into the future,as well as noted above.an immediate,5- fmsolutions.net years,and 20-years requirements. vii. Renewal Schedule-charts and graphs which show,on an annual basis,how much money needs to be spent at each facility,and for which building systems. IV. COMPENSATION& SCHEDULE Professional fees for the scope of work outlined above for each project will be as detailed below plus reimbursable expenses. p 60 f A0 Fixed Fees: FMS Assessment performed by Architect,CFM,and Certified FCI Assessor Base Gross Assessment Square Basic SF Basic Facility Name or Address Address Fee Footage Rate Total Cost City Hall 300 E Superstition Boulevard $ 1,600.00 48700 0.426 $ 22,331 Police Station 1001 N Idaho Road $ 1,600.00 15800 0.997 $ 17,355 Multi Generational Recreation Center 1035 N Idaho Rd $ 1,600.00 37252 0.463 $ 18,857 Library 1177 N Idaho Rd $ 1,600.00 31545 0.473 $ 16,508 Public Works with Fleet 575 E.Baseline Ave $ 1,600.00 4763 1.145 $ 7,052 Animal Control with Kennel 725 E Baseline Ave $ 1,600.00 4350 1.145 $ 6,579 'Offsite Evidence Storage(Al School-Need Address) 0 $ 1,600.00 2000 1.190 $ 3,980 PR Admin Addition(current project) 1035 N Idaho Rd $ 1,600.00 3500 1.047 $ 5,264 Prospector Park(shop/yard/storage/break room- north team) 3015 N Idaho Rd $ 1,600600 1200 1.1901$ 3,028 Superstition Shadows Park(Temp Office/Storage South team 3 Conex spaces) 1091 W Southern Ave $ 1,600.00 1800 2.040 $ 5,272 IT(Stand alone building) 1035 N Idaho Rd $ 1,600.00 2500 3.927 $ 11,418 Park Ranger/Conference Center 1035 N Idaho Rd $ 1,600.00 3000 1.145 $ 5,034 *Storage Need Address 0 $ 1,600.00 300 1.700 $ 2,110 Pubilc Works Storage 1 575 E.Baseline Ave $ 1,600600 1700 1.190 $ 3,623 Public Works Storage 2 575 E.Baseline Ave $ 1,600.00 1600 1.190 $ 3,504 Public Works Storage 3 575 E.Baseline Ave $ 1,600.00 1400 1.190 $ 3,266 "Warehouse Public Works(site is 14.5 Acres)Water District(Need Sq.Ft..and Facility Type) 575 E.Baseline Ave $ 1,600.00 8000 0.431 $ 5,045 Office Public Works(site is 14.5 Acres)Office is 400SF 575 E.Baseline Ave $ 1,600.00 4001 2.856 $ 2,742 Public Works Fenced 1.1 acre around Storage Building 575 E.Baseline Ave $ 1,600.00 2900 1.190 $ 5,051 Secure vehicle parking/fleet,bike storage,etc 1001 N Idaho Road $ 1,600.00 2025 1.190 $ 4,010 Animal Shelter Yard 725 E Baseline Ave $ 1,600.00 9000 0.431 $ 5,476 'Police 2.7 Acres(Need Sq.Ft.and Address)-not included in proposal 0 $ 0 0.000 $ - =Facilities Need clarification on Sq.Ft.,Need Address or Facility Type $ 157,505 V. REIMBURSABLE EXPENSES Reimbursable expenses are not anticipated but should they be incurred;they are considered an addition to the fee indicated above;the following costs shall be reimbursable at actual cost+10%.FM Solutions will 4001 North 3rd St Swte 250 Phoenix,AZ 85012 SOLUTIONS receive prior written approval for any reimbursable expenses.Copies of actual receipts will be submitted with payment requests. fmsolutions.net Long distance telephone and facsimile charges,postage,deliveries,printing,express charges,and other related items. VI. TERMS&CONDITIONS Invoicing shall be monthly based on the percentage of the project completed,up to the proposed Fixed Fee and payment shall made on a pay when paid basis.Once DFDG is paid,FMS will be paid within a week p 602.265.7900 or as noted on an agreed upon AIA contract. 1 602.265.9477 Services other than those mentioned and described herein will be performed only with your authorization and as an additional service.Please refer to Attachment 1 for details of what is included and excluded within assessment scope.We look forward to proceeding with your project upon receipt of your approval.We are excited to assist you with your project,should you have any questions please contact me to discuss. ,t7 v Heather Unger,CSI Chad Billings FM Solutions Management LLC DFDG Architecture cc: Curtis L.Slife AIA,NCARB,CFM,FMP, FCI,IFMA FELLOW FM Solutions Management LLC f Ij! SOLUTIONS Attachment 1 —Notes fmsolutions.net 1. 'Per Site Fee'Charged Once for Each Site Included in a Project 2. For buildings comprised of multiple building types (as defined above),split fee into separate spaces by building type for pricing 3.Project Team Includes: Architectural:FM Solutions Roofing: FM Solutions HVAC:FM Solutions Electrical: FM Solutions p 602.265.79C Additional consultants required by owner shall be considered additional costs t 6()?,?65 9477 4.Assessment"Includes: Assessment Team Site Visit Equipment List Verification/Update Deficiency List Verification/Update Report Update 5.Excludes Structural and Civil scope,Stairwell pressurization,Smoke evacuation,Type of wiring, Any apparent issues identified during site visits will still be captured and brought to Owner's attention. 6.Each building shall be priced independently within the scope of work(aggregated SF is not used to determine assessment rate(s)) 4001 North 3rd St. Suite 250 Phoenix,AZ 85012 Attachment C - Scoping Document AJ Space Needs Assessment Scoping Document Apache Junction is planning for the future and the future is now. It is an exciting time for the City of Apache Junction, in part because of the growth opportunity due to the approved annexation of 6600 acres of formerly state-owned land. In 2021, the city annexed 10 square miles, the first section out of a 275-square-mile swath of master-planned land known as 'Superstition Vistas'. This is the city's biggest project in its history, and it will change the face of Apache Junction. It has been over 20 years since the last campus master plan effort and 20 years since the last significant capital projects (AJ Multigenerational Recreation Center and City Hall). The city has facilities that are past their useful life, as well as current additional space needs. The population boom that is anticipated over the next 10 years from the addition of 10,500 households will have an impact on city services, facilities and staffing. The City of Apache Junction is seeking a professional services firm to perform a space needs assessment that will serve as the business case and guiding document for a subsequent Master Plan effort. This space needs assessment shall consider not only the organizational growth that has occurred over the past 20 years, but the anticipated growth in the next 5, 10, 20+ years. Below is the current asset list. It is important to note that in addition to interior conditioned building space for staff, the City also has space needs that involve secure storage for fleet (public works and police), yard space for Public Works. These types of spaces should also be assessed, as the fleet will grow, and therefore outdoor space needs for these types of items will grow. June 20, 2022 Needs Assessment l l Scoping Document Current Building Assets • See Exhibit A for aerial photos of these facilities. 1st Floor 2nd Floor Total Remarks City Mall ICou,ts.MR.Fioau—Devel,S—ft,Orr Manager,Tar,IT.Water Oist-1 38.900 9,11M 48,MO Poke Station Mam campus 8.390 7.410 15.1100 Secwe+enlck!parbng/Reet.We storage,etc..lmportam too need to corroder secure spare needs for whKlevilleet DINge Eendeme storage If a schooll 2,000 2.000 PD to confirm SF of ofhite swage Police 2.7 acres PD to confirm what this outdoor space Is used for Mratrgenerarrdnal Recreation Cemw 29.6e8 7.60e 37,252 PR Ad—Adddron(Current project) 3.SW 3.500 Prospector Park 1.200(Shoo/yard/stwage/bn m alr room,for north team) Stperslllpn Shadows Park 1.WO Temporary oflite/storage for with team 3 modular cone.spaces Ubraly 31.545 31,545 IT Istand It-Wildmtl 2.500 2.500 Ua conhrmmg SF Park ganger/Conference Center 3.000 3,000 la cornfirmny SF Storage 300 300 la contimung SF Public Works 1.987 1,250 3.237 With Ff." 4,763 Fenced I acre around Storage Building Be aware of secure parkW4 need Storage 1.700 1.200 Storage 1,6W t 600 Storage 1.400 1.400 Fuel island An amenity OfFRe and Shoo 2,000 8.000 Is this Water Orstrrct Warehouse 3 OMke(400SF) Public Works Stem 14.5 acres DFDG to ask about furrttnons/components of this site MrmW Control With Kenn a,350 4,350 aalimal Usertp yard lag exterior emfl made structuresl 3.000 Outdoor Iwnctumal space need Total Bldg SF 169,410 Procurement anu �c� ►ti iiU3� The city will direct select a qualified local professional services firm with municipal architecture, programming, space needs, facility assessment and master planning experience. Interested firms shall provide a list of projects highlighting their applicable experience for our consideration. Please provide information on available state contracts or cooperative agreements that can be used to procure your services. Lastly, please indicate your availability to take on this project and complete it within approximately 6 months from NTP. Revised 6/27/22 2 Scoping Document Schedule Anticipated schedule.- Firm Selected: June 23, 2022 Contract and Fee Negotiation: June/July 2022 Contract to PMCM & City Attorney for review: On or before July 11, 2022 Packet to Council: on or before July 18, 2022 Council Work Session: Monday, August 1, 2022 (PMCM and Arch to attend) Council Approval: Tuesday, August 16, 2022 (PMCM and Arch to attend) NTP: August 18, 2022 Complete Space Needs Assessment: Early 2023 Contact Susan Billings Director PMCM I Principal Architect Elevated Design Studio, LLC SBillings(cDeds-az.com Revised 6/27/22 3 Scoping Document Exhibit A too 'f • `�• •. ` a IT ' HR j jR.,. ' a V Court , n e `' :• . PD Revised 6/27/22 7 Scoping Document M Future '►� _ j ;,, ^ - Public Work 5 acret :; Water 'v J I Imo•. ae •' P��Its.Site Revised 6/27/22 8 n Scoping Document �„� . � IWMrap Pa'kult�P 4 PIP. • � /. • . . =4o Pa4ggWn 1� 2 � � , � w • � � � � ® "' •h ra,rla, Y .,111• ip -a - -•i A .��� •aM •+Its"•'l► �: - � ��f .01 ..;` .. • �, i • ` fly Revised 6/27/22 9 ADOA COOPERATIVE AGREEMENT SUPPORTING DOCUMENTS Submission Package: Attachment 1 Attachment 2 Attachment 3 Attachment 4 Annual Design Professional Services Packet- DFDG Attachment 1 SUBMISSION OF OFFER: Undersigned hereby offers and agrees to provide qualifications for Annual Professional Services List Dated December 1, 2020, in compliance with the Request for Statements of Qualifications indicated above and our Offer indicated by the latest dated version below: Initial 1. 11/19/2020 Offer: ldate I initial cl� DFDG Architecture Offeror company name Signature of person authorized to sign Offer Initials 4545 E. McKinley Street Chad Billings, AIA, LEED AP, WELL AP/Principal Address Printed name and title Phoenix, AZ 85008 Chad Billings, AIA, LEED AP, WELL AP/Principal City I State I ZIP Contact name and title 86-0324041 cbillingsCcDdfde.com 602.761.5123 Federal tax identifier (EIN or SSN) Contact Email Address Contact phone number R e 9 u e Arizona Department of Administration St General Services Division f 100 N 15"Avenue,Suite 103 Phoenix,AZ 85007 O r S t a to Attachment 1 m e n is 0 f Q u al i is a ti 0 n s f 0 r t h e A n n u al P r 0 fe ss io n al Attachment 1 S e r vi c e s L is t D a to d D e c e m b e r 1, 2 0 2 0 ATTACHMENT 1 — OFFER FORM CERTIFICATION: By signature in the above, Offeror certifies that it: 1. will not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, [Arizona] State Executive Order 2009-9 or A.R.S. §§41-1461 through 1465; Attachment 1 2. has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment,gift, loan, gratuity, special discount,trip,favor, or service to a public servant in connection with the submitted offer. Failure to provide a valid signature affirming the stipulations required by this clause will result in rejection of the Offer. Signing the Offer with a false statement will void the Offer, any resulting contract, and may be subject to legal penalties under law; 3. complies with A.R.S. §41-3532 when offering electronics or information technology products, services, or maintenance; and 4. is not debarred from, or otherwise prohibited from participating in any contract awarded by federal, state, or local government. Attachment 2 Prgecl Eapenmce-Number of PrgMz rtl 0.evmue 2020 A....I PrdessionN Services Lisl s ve tloc 1»d submit as an anachment. FIRM NAME;DFOG An,hitecture TY.f Of PROJECT TOTAL srnp the nd the TYPE OF PROJECT TOTAL Us.q[h< Uarnp the Professional Services Revenue NUMBER OF Revenu.Inds. Revenue Index NUMBER Rewnve Ind.. i Wvmn.Ind- FIRM I(E—1 Index Number .101 IEmar 1-l01 OF FIRM IEm.1 101 IEnur 1.101 PROJECTS Indkm PROJECT indkar the Iindii.t.the 1.Less than$100,000 COMPLETED .m e S q �wpro..m 2.$100,00()to less than$250,000 IN LAST a th< n e he COMPLET a n.he a th. THREE rymrIi earned F­haa earned EDIN A—has<,rr.w A—hr ;$250,000 to lessthan$500,00 STATE YEAR-ANY el tit• «tit' THREE r•`„F" •arrr.d nw, 4.$500,000 to less than 1 Million YEARS- ar• ""°" 5.$1 Million to less than$2 Million nom ANY hom ro 6.$2 Milhon to less than$5 Million ` STATE 7.55 Million to less than$10 Million of nil'ral a.$10 Million to less than$25 Million fNmal• i,cs^�,,. F•d• •9e. dour woi•mm..N 9.$25 Million to less than$50 Million m^^Ir 10.550 Million or greater Ac».nca,lbrae AMtemmt »d Surveyrp A—N Len S ape 4rc erir Pho.gr 1,A me Daw one imgry LEED AccrednedtVE re C ogecbon and A.A. ,N LAvebpmmt'.Dram Storage:FM LEED Ind<pmdmt Srd Fa auddirq Com nnN .rMuaeu ..Oaaerre ] 1 A——. vaW.,A. 1 Ley.".Nc li." Lr9neng(Euenor.Erc.sin.b:Mxr.— ANlenc Fi.ld . mr aM Hr.gra:Fright H»6rp 4gnnng Pnlerroc;Maplry:1'h be RI rrrrr ixdlnea Lrgnun9(Gaye;C em) mlfwce Prsirbn Moping Location lddre.a.q Sys— e.M.Nx N»wnq f 1 --A. .ndRnq Y m..eo vey s. ] .Yore YeaauyemmrnnVxificanenl Lenurvanon was on. m a. a omen on 'VWter Con.um ro exrxk..po.mramwa arrd9e De.gn andpes McYllurgy at nerNopy eaY(PI»mnq»e Ru^curonl :YoduW Systx.ra Deuqn:R.-FNPrcatM Ch.nra Roce..n9»d 51orage Ydd Inve.aq.nm ChAIxNOevNopmml-1— 1 1 Code.sNndxd..pa^»tr Fwdv Face ;IY.dr lai"" Cdd srwa Renrpxabn»d FaN Freete dRce auddrrq.:Mr.alN Pert. G CommxcrN 9wMnq M1w.R.»I:Snopmq Cmtx. Ov__Recre.b.. m.SYNema:Tv Wcrow.ve Pendeum and FUN(SNe MIM•bMrdleN umry F.".. Ma.e Enw—n w faw.ne. Pnrtogrammeny Cw.aerva.m»d Re.ourc.Nana9.nmr NPekn.a(Croa.Country-"Arid arrd aM on M»a9w^m1 Plumbn9»d Pr-9 Design ^MaterrN. Pnm wt BrxMrgs vnr Om nol. d Elec .Enq and Corm onN F..... »CmndvGa.od n EF,—.1— Prndu 1.N. a Eqw mt De.rgn Coal Ean bnq,Gnat Eng. a d A.NYN.; — fiery Facdine ] S a.*-. Radx.S x.Ratio»d Radw TNe.cope. '.Owns re»crrN.Arch) — Radro Frpu y SYH..a»d shreidrn9. D.ma/I—Rocq',Mk..Lever+ Rrkor.R.wd Tr»wt DesaknH n(Pro.... n »Inca t—,--EMJ Dear d Nm —1. t ♦ Rettrq. rwr PR.UISy.t ur - xa ono . Repo.N. Rehabd'naa»fauadwp.:5lrvciwa: 1 I Fxipp.a/ 1 ] Oeim wiry 5 Re. acrknes wW E<I v a.Nod•i O•r•k,p ,I R.. A--.-Y.- pgrW Ormop orogcpny Ibvw+! .c»Na ow.mrwY+.Flood C.- 0..9 Herds.club..R 1 d I--1——1.id—rity w.kr L P.apMh S R.Rn pedgrnq sr ao.Nane`O.srgn _'E..........4cM•nt Strrdl..;OSHA Ecdo9reN and Arc real Inv S•eurHV SMr a;M<ruder and Sm9k. Educ 1—Facrk—Cias.ro^m.rrq 50 5 S.hmk Or.Sna and Stud... Eixpra s.dre.arN Dew9^ S.M •Coll.ctwn,Tr ni—and DN Eha.nnar Soda and Geo c SWdYa,FPund-1 Elev .,E.a.l enpie.Yar SeNr En.SV Uh1.L Enx9Y r'Aa Audtmq Samnga -�� SORd Wastr;IncirN rtion;Iand1M Enx9y Cm.eervanoo.New Eo ,Soumr S—W Enrkgnm.nta;11...Rooms,Et. Env.»m I—,51dre.,A.a Sp.cHkrtwna Wr.[M Fallout Shehxs.atrt♦trwat»t O•w9^ Sterm water Handkn and frrRtYa Strudural 0,1 sp.wal SOucturea F�anxrea�F Su.wyrnq;Nanrnq;..pp..,Ih d Nan rc Eugmrmrp a Suat.nabh Des n Gxagea,vM ea MwnMnx.e Fawkr.,PMYnq 5 ] Swimm.n PONs u 1 ems(Propanr.N a.E..1 T�aa and Yap.R.gn S.Ncr Survryrn9.DrounA and Arrbwne Tep raphH SwveMn arM MaPPw nnq;—1—nq;Au conei0».g Terera(S.H-Suportm5 ad GuyM s avl 4—d Pnq.P N P e v ----- T.afh and transPwOtrn fit ia Fudm milk Studlr a tip fRrard.nnN,Yutti-Frniiv 4nwtwmN. nnr.and Subw,ii. aubca and Pneumabca Urban 11—Iih:CommundV De--imat OrogralMrc Svrveyrn9 UtiIRM.IGr»d Sbam1 krdu.mr awMnga.M n9 Nrr1. 12 vil..Anal h:Ufa-C C... .nrN Pr^.:.....ouNrry c»nd — - _- W,A. »d D• 1I rr A..1<Trealmmr Wra Waur ir•rm•nt_41ty In1NNpmt T.w..Ponanon III.wm. Wa4r Re.ourc ,HVd—..Ground Wa Suply,T..Nm and 011161 . knga........q W.I.,WNI WhabaraHon;Wrr WR Juercir»e C.rrmoom I...... ] Wir lunn•h;R•..."fT dnq faciR L+bwatone..MMra Reuarcn Facwtre+ f Zoni ;U.tl Ur Studlr Labs OmwN Lab.-Re.xrch-pry Lis-Re.ew<h-WN Attachment 3 7renon head►.ohatlanal as w lie a ll m a«vk«wewae.+292Q 1 IT IS AIT a.a.aw..ie�m,..m a,...,.e 111 +w i a.r.. aw. l Page 1 0/ Attachment 4 Participation in Boycott of Israel State of Arizona d Arizona Department of � Administration Request for Statements of Qualifications for the Annual Professional Services List Dated December 1, 2020 1 General Services Division 100 N 15"'Avenue, Suite 103 OF Phoenix,AZ 85007 Boycott of Israel Disclosure Please note that if any of the following apply to this Solicitation, Contract, or Contractor, then the Offeror shall select the "Exempt Solicitation, Contract, or Contractor" option below: • The Solicitation or Contract has an estimated value of less than $100,000, • Contractor is a sole proprietorship, • Contractor has fewer than ten (10) employees: OR • Contractor is a non-profit organization. Pursuant to A.R.S. §35-393.01, public entities are prohibited from entering into contracts "unless the contract includes a written certification that the company is not currently engaged in, and agrees for the duration of the contract to not engage in, a boycott of goods or services from Israel." Under A.R.S. §35-393: 1. "Boycott" means engaging in a refusal to deal, terminating business activities or performing other actions that are intended to limit commercial relations with entities doing business in Israel or in territories controlled by Israel, if those actions are taken either, (a) Based in part on the fact that the entity does business in Israel or in territories controlled by Israel. (b) In a manner that discriminates on the basis of nationality, national origin or religion and that is not based on a valid business reason. 2. "Company" means an organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, limited liability company or other entity or business association, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate, that engages in for-profit activity and that has ten or more full-time employees. 5. "Public entity" means this State, a political subdivision of this State or an agency, board, commission or department of this State or a political subdivision of this State. The certification below does not include boycotts prohibited by 50 United States Code Section 4842 or a regulation issued pursuant to that section. See A.R.S. §35-393.03. In compliance with A.R.S. §§35-393 et seq., all offerors must select one of the following: The Company submitting this Offer does not participate in, and agrees not to participate in during the term of the contract, a boycott of Israel in accordance with A.R.S. §§35-393 et seq. I understand that my entire response will become public record in accordance with A.A.C. R2-7-C317. SPO Fom 205—Participation in Boycott of Israel(rev 10-20191 Participation in Boycott of Israel State of Arizona Arizona Department of Request for Statements of Qualifications for the Annual 11 Administration Professional Services List Dated December 1, 2020 - General Services Division 100 N 15"Avenue, Suite 103 OF Phoenix,AZ 85007 The Company submitting this Offer does participate in a boycott of Israel as described in A.R.S. §§35-393 et seq. Exempt Solicitation, Contract, or Contractor. Indicate which of the following statements applies to this Contract. ❑ Solicitation or Contract has an estimated value of less than $100,000, ❑ Contractor is a sole proprietorship; ❑ Contractor has fewer than ten (10) employees, and/or ❑ Contractor is a non-profit organization. DFDG Architecture 1 Company Name Signature of Perscn Authcrized to Sign 4545 E. McKinley Street Chad Billings,AIA, LEED AP, WELL AP Address Printed Name Phoenix AZ 85008 Principal City State Zip Title SPO Form 205—Participation in Boycott of Israel irev 10-2019) M- M ARIZONA DEPARTMENT OF ADMINISTRATION ANNUAL DESIGN PROFESSIONAL SERVICES Statement of Qualifications / December 1, 2020 0.1 • -wow, /t � r � Architecture 1. ORGANIZATION PROFILE a. Firm Name d. Entity Type DFDG Architecture Corporation b. Year Established e. Parent Company 1970 Not applicable c. Address f. Main Contact 4545 E. McKinley Street Chad Billings,AIA, LEED AP, WELL AP Phoenix,AZ 85008 cbillings@dfdg.com 602.761.5123 g. Copy of all Arizona Board of Technical Registration Licensing Arizona : •. • of Registration I :• G. Dick& Fritsche Design Group,AKA DFDG Registr tionNamn'oer.z49y.: Branch H>:a lattia)Ressuadoe:.Iuly 2r zoo" Expiration Date:A4 30;zozs Contact Information 4545 E McKinlev St ret Phoenr, -Arizona 8io08 (6o2)954-go6o Firm States:-Active F4a Services: aRCHITECI ADOA/Annual Design Professional Services List /2 h. Copy of Arizona Corporate Commission Certificate of Good Standing STATE OF AMZONA U1- P Office of the CORPOR.XTION COMMISSION C'E:RTIFIC 1TE OF GOOD ST%LADING To all to whom these presents shah come,greeting: 1,Jodi A.Jerich Executive Director of the Arizona Corporation Commission,do hereby certify that 'DICK A FRI TSCHE DE UGV GROI P.I N C." a domestic corporation organized under the laws of the State of Arizona,did incorporate on January 13, 1977. 1 further certify that according to the records of the Arizona Corporation Commission.as of the date set forth hereunder. the said corporation is not administratively dissolved for failure to comply with the provisions of the Arizona Business Corporation Act,and that its most recent Annual Report,subject to the provisions of A.R.S.sections 10-122, 10-123, 10-125& 10-1622,has been delivered to the Arizona Corporation Commission for filing,and that the said corporation has not filed Articles of Dissolution as of the date of this certificate. This certificate relates only to the legal existence of the above named entity as of the date issued. This certificate is not to be construed as an endorsement,recommendation,or notice of approval of the entity's condition or business activities and practices. IN WITNESS WHEREOF,I have hereunto satiny hand and affixed the official seal of the Arizona Corporation Commission. Done at Phoenix, the Capital,this 29th Day of May. 2014,A.D. CORPp Q °Z W rJ A. Jerxch, ecutive Darectoz WO �� BY• 1071 173 D ITtAT VI ADOA/Annual Design Professional Services List /3 i. DUNS Number and proof of no exclusions or debarments (SAM) .�SAM*G O �I Jana Brickey Log Out m ALERT:SAM.gov will be down for scheduled maintenance Saturday,u/14/2020 from 8:oo AM to Sunday.11/15/2020 12:00 AM. Dick&Fritsche Design Group,Inc. 4545 E McKinley St Entity Dashboard DUNS: o81686412 CAGE Code: oHNX8 Phoenix,AZ,85o08-6529, Status: Active UNITED STATES Expiration Date: o6/05/2021 Enti Overview Purpose of Registration: All Awards En i R_ggistration Active Exclusions Core Data • Assertions Page Description There are no active exclusion records associated to this entity by its unique entity identifier,i.e.the DUNS Number.You may • Reps&Certs conduct additional searches for exclusion records using different search criteria by selecting Search Records in the main • POCS navigation. Reports Service Contract Report BioPreferred Report Exclusions Active Exclusions • Inactive Exclusions Excluded Family Members BACK To VSM DAgt1DARD ® Search Records Disclaimers FAPIIS Data Access Accessibility GSAgov/I/IAE Check Status Privacy Policy GSAgov About USA.gov IBM-P-20201105-1716 Help WWW1 ADOA/Annual Design Professional Services List /4 2. FIVE (5) EXAMPLE PROJECTS • . . • . • . • - l - i b.Professional Services Completed:2017 We identified zones for new functions,maximizing the layout, Construction Completed:2018 keeping circulation to a minimum and allowing for openness across c.Project Owner:Arizona Department of Administration each floor-plate.Each department is placed directly adjacent to one another in an open office environment.Consolidation allows d.Original Budget:$6.2M the boards to share resources,including a single public access e.Total Project Cost:$6.4M counter,security staff,and large boardrooms.Long-term file f.Description:DFDG completed the re-stack and renovation of storage was also relocated out of their suites into the basement to maximize viable office locations. the six-story ADOA Building.The project consolidated 28 State boards allowing the State to exit out of multiple leases in various private buildings. DFDG's main strategy was to design a functional facility without adjusting the building's core structural elements such as walls,columns and key rooms. a. GLENDALE HEROES PARK LIBRARYa aw • £ Tiu I it g - b.Professional Services Completed:2018 The DFDG team eagerly took up the creative opportunity Construction Completed:2019 to provide as much of the client's original vision as possible, c.Project Owner:City of Glendale succeeding in planting the seeds for the future of the site. d.Original Budget:$2.51M The design of Heroes Park Regional Library promotes several of the most important trends in library spaces:culture,creativity, e.Total Project Cost:$3.6M community engagement,arts,and equity.The library provides f. Description:The City of Glendale's vision for the library was engagement for adults,teens,and children to interact with each born more than 20 years ago,with the intent of providing city other or independently as they use the library's resources.It also residents with a state-of-the-art library serving inter-generational boasts programs and materials for all ages. visitors.At the time,the library was planned and designed at 35,000-sf.Due to budget cuts and a recession,the project was placed on hold and then re-emerged with the same vision and goals,but with a significantly less budget and size variation. ADOA/Annual Design Professional Services List /5 EXAMPLEPROJECTS a. • O• PEORIA, AZ b.Professional Services Completed:2018 The fourth apparatus bay was the primary scope for this project. Construction Completed:2018 The addition also includes a new turn out gear locker room c.Project Owner:City of Peoria allowing clean gear to be stored in the bays away from running diesel engines.Initially,the project included general building d.Original Budget:$1.OM storage,but during design,it was determined that existing spaces e.Total Project Cost:$985,000 in the building could be better configured to provide for all the storage needs.This allowed the budget to include a new fitness f.Description:Renovations(8,214-sf)and addition(2,012-sf) room to replace an undersized interior space. performed under a Job Order Contract for the City of Peoria.This three-bay station responds to standard calls,and is also the city's hazardous materials response unit. a. PARADISE VALLEY MUNICIPAL COURT PARADISE VALLEY, AZ . / 1 r b.Professional Services Completed:2012 The small but impressive 6,000-sf facility blends seamlessly into Construction Completed:2013 the Town campus'architectural vernacular by bringing in elements c.Project Owner:Town of Paradise alley from the nearby police and fire stations. The exterior architecture is a rhythm of stone,glass,and steel that extends inward to create d.Original Budget:$2.OM harmony both inside and out.The sloped ceiling and striking e.Total Project Cost:$2.OM angles in the courtroom reinterpret the traditional judicial design f.Description:The project was originally a courtroom remodel at giving it a modern sensibility. Paradise Valley's Town Hall.During design,Town representatives determined a new court building was preferred.DFDG's creative design for the facility incorporated similar materials,forms,and colors to create a cohesive environment,and the functional layout provided for enhanced security for visitors,judges,and staff,while maintaining an open and inviting layout. ADOA/Annual Design Professional Services List /6 2. FIVE (5) EXAMPLE PROJECTS a. FREESTONE RECREATION CENTER ROOF REPAIR GILBERT, AZ v. b. Professional Services Completed:2016 DFDG Architecture was selected along with Core Construction Construction Completed:2020 to remediate the damage.The first step in our process was c. Project Owner:Town of Gilbert completing a thorough analysis of the roofing and structural systems. During the analysis several areas were identified for d.Original Budget:$1.1M either remediation or replacement. A complete reroofing system e.Total Project Cost:$1.1M was applied to the structure creating a watertight seal. In addition, all coping and flashing was removed and reinstalled. The masonry f. Description:Gilbert Freestone Recreation Center was originally block was also resealed to prevent water penetration. constructed in 2002.Since its opening it has suffered extensive water intrusion problems.These issues created with the clerestory As part of an addition to our scope of services, DFDG was windows,parapet caps,and CMU walls. In addition,there was contracted to select new floor and wall finishes and paint colors damage to the structural security of the suspended running track. for the facility. DFDG also created strategies to repair floor cracks created from water damage. 3. DISCIPLINES OFFERED DFDG Architecture offers the following disciplines: Programming Master Planning Architectural Design Building Information Modeling Furniture, Fixtures& Equipment Construction Administration Interior Design Historic Preservation Site Analysis Permitting Construction Documents LEED Review ADOA/Annual Design Professional Services List /7 4. REFERENCES Reference No. 1 /ADOA a. Client Name:Arizona Department of Administration Client Address:100 North 15th Avenue,Suite 202, Phoenix,AZ 85007 \� b. Client Contact Information: Ruben Duran, Building&Planning L Manager/602.364.4851 /ruben.duran.azdoa.gov C�c. Project Name and Location:1740 W.Adams Building Re-stack and Renovation/Phoenix,AZ I I ;F,101rF9 .— d. Project Description: Re-stack and renovation of the six-story ADOA ( Building.The project consolidated 28 State boards allowing the State to I� exit out of multiple leases in various private buildings. DFDG's main strategy was to design a functional facility without adjusting the building's core (! structural elements such as walls,columns and key rooms. e.Total Construction Cost:$6.4M Reference No. 2 / City of Peoria a. Client Name:City of Peoria Client Address:8401 W. Monroe Street, Peoria,AZ 85345 b. Client Contact Information: Ed Striffler,Design&Construction Manager/623.773.7721/ed.striffler@peoriaaz.gov c. Project Name and Location:Fire Station 174/Peoria,AZ - — d. Description:Renovations(8,214-sf)and addition(2,012-sf) performed under a Job Order Contract for the City of Peoria.This three-bay station responds to standard calls,and is also the city's hazardous materials - response unit. e. Total Construction Cost: $985,000 Reference No. 3 / Maricopa Community College District a.Client Name:Maricopa Community College District Client Address: 2411 W. 14th Street,Tempe,AZ 85284 ' +' b. Client Contact Information: Ross Bern,Architectural Project Manager /480.731.8077/ross.bern@domail.maricopa.edu c.Project Name and Location: Paradise Valley CC Health Sciences Building d. Project Description:Design of a 4,446-sf building housing PVCC's EMT and Nursing programs. DFDG developed several strategies to accommodate all the required spaces.The project features classrooms1.'f7-•- .. and training spaces;administrative offices;and nursing simulations labs. The new spaces help students thoroughly prepare students for their future career in nursing,simulation labs were created to emulate real world settings for learning. e. Total Construction Cost:$1,021,937 ADOA/Annual Design Professional Services List /8 0 Resumes are provided on the following pages. • . EXCEPTIONS TO THE UNIFORM TERMS AND CONDITIONS DFDG Architecture has no exceptions to the State of Arizona Uniform Terms and Conditions for Design Professional Services. ADOA/Annual Design Professional Services List /9 CHAD BILLINGS AIA, LEED AP BD+C, WELL AP Principal / Project Director -�.. Chad Billings is a partner in the firm and our Director of Sustainability.He combines his architectural skill set and knowledge of architectural design with the use of sustainable building methods and materials to design buildings and facilities that minimize negative impacts on the environment.As a principal and project director,Chad balances the team's technical skills and creative aptitude in a fast-paced environment to deliver a building that meets the client's timetable and financial plan.Chad's ability to coordinate diverse project teams to establish and guide goals and expectations has made him a valuable asset to the firm. Years with the Firm: His community leadership role in the US Green Building Council,Arizona for nine years, 18 years(24 years total experience) including as the 2014 Chairperson prove he has dedicated himself to sustainability,both Length of time in current position as within the firm and in the greater Phoenix area.He has played a role in all of the firm's Principal:7 years Leadership in Energy and Environmental Design(LEED)related projects. Education: Relevant Project Experience: Master of Architecture, Mesa Center Street Master Plan* Arizona State University Mesa Public Safety Training Facility Master Plan* BA,Architecture,Washington University, ADOA 1740 W.Adams Building Remodel St.Louis ADOA Office Building Modifications Registration/Certifications: ADOA De-Icing Building* • ADOA Kearns Canyon Truck Barn* Architect,Arizona 47384 ADOA Kingman District Lab,Site Plan* LEED AP BD+C Apache Junction City Hall&Court NCARB Certification ASU B&F Wing Renovation* WELL Accredited Professional(01 in AZ) ASU Fitness&Wellness Center* ASU Physical Science D-Wing Lab Remodel* Professional Organizations: Avondale Fire Station No 172 Renovation* American Institute of Architects Chandler Courts Security Upgrades* United States Green Building Council, Estrella Mountain Community College Lab Remodel* Arizona Chapter Glendale City Courthouse(Target LEED Silver) Phoenix Community Alliance Haydon Corporate Headquarters(LEED Silver) • Maricopa County-Gila Bend Court Remodel* • Maricopa County Downtown Justice Courts(LEED Certified) • Maricopa County E.Court Building Renovations* • Maricopa County Northeast Courts Complex • Maricopa County Security Building Remodel • Paradise Valley Community College Black Mountain Campus Aquila Hall • Paradise Valley Municipal Court Renovation • Peoria Central Plant Upgrades • Peoria Community&Development Services Building • Peoria Community Center-LEED Certification Services* • Peoria Fires Station#193 Renovation* • Peoria Patrol Center LEED Peer Review* • PVCC Health Sciences Building* *Continuing Service Contract ADOA/Annual Design Professional Services List /10 MICHAEL SCHMITT AIA, LEED AP President/ Project Director Mike is a Principal and Project Director with DFDG and has designed commercial,industrial, and public sector projects involving both new design and renovation.The majority of Mike's work with DFDG has been with design-build and CMAR project delivery,and he is well respected for his ability to work in the collaborative project delivery environment. t His passion is for the planning and design of highly sustainable projects.Mike is skilled in the art of leading the integrated design process for large,complex projects,and in building team consensus around the ideas and concepts that are generated by the group.He is a hands- YEARS WITH THE FIRM: on leader,fully committed to the Owner's interests from the beginning to the end of each 37 years(42 years total experience) commission. Length of time in current position as Relevant Project Experience: President:12 years Aviation Office&Facilities Multi Site EDUCATION: Avondale Community Center Study* • Billings Empire Mixed-Use Parking Garage BS,Architecture,Kansas State University City of Glendale-TOD Study* REGISTRATION/CERTIFICATIONS: City of Phoenix Mixed-Use Parking Structure Architect,Arizona 29913 Climatec/Concert Headquarters Renovation Architect,Nevada Climatec San Diego TI NCARB Certification Copper Point Business Park LEED AP ParkSmart Advisor Glendale Courthouse • Glendale Heroes Regional Park Library PROFESSIONAL ORGANIZATIONS: Glendale Parking Garage American Institute of Architects Glendale Parking Garage Study* East Valley Partnership Glendale WAB Library Study* Scottsdale Planning Commission Hayden Corporate Center Scottsdale Leadership North Glendale Transit Center Central Arizona Society for Healthcare Peoria Sports Complex Clubhouse Renovations Engineering PetSmart Store Support Group Headquarters Phoenix Community Alliance Phoenix Suns 5G Performance Center,Phoenix,AZ • Phoenix Sky Harbor Airport Terminal 4 Restroom Renovations* • Scottsdale Mustang Transit Center • Sky Harbor Rental Car Center,Sky Harbor International Airport • Southwest Ambulance* • Tempe Main Police Building Renovation • Town of Gilbert-MOB II-Phase II • Town of Paradise Valley-Court Location Study* • University of Arizona-South Stadium Garage • Yavapai County Complex *Continuing Service Contract ADOA/Annual Design Professional Services List /11 DARRIN ORNDORFF AIA, LEED AP Principal/Project Director 0,�O . Darrin Orndorff is a firm Principal and a front-runner in developing quality control policies and i procedures for alternative delivery projects,including CMAR and Design/Build at DFDG.He has taken a lead role in promoting the implementation of new technologies,including various r s� graphic evaluation tools and the integration of BIM technologies firm-wide.He advocates the use of design models to improve our clients'projects.His expertise includes all project 44 phases from concept design and design development to construction documents,through • construction administration and project closeout. YEARS WITH THE FIRM: For many large projects,his talents have focused on the construction phases of project 24 years(34 years total experience) development.His extensive technical knowledge assists in creating design solutions to any problems encountered on project job sites.With more than$250 million of design and Length of time in current position as construction projects in his portfolio,Darrin maintains a positive relationship with owners, Principal:15 years contractors,and subcontractors. EDUCATION: Relevant Project Experience: BS,Architecture,Kansas State University 1990 Office Building Tenant Improvement REGISTRATION/CERTIFICATIONS: Arizona Historical Society Museum Architect,Arizona 25655 ASU Dr.Namanich Lab Renovation* NCARB Certification ASU Health Solutions Innovations Center LEED AP BD+C ASU Interdisciplinary Sciences Building 1 • ASU Packard Drive Parking Structure PROFESSIONAL ORGANIZATIONS: ASU Psychology North Physics Chair Renovation* American Institute of Architects Chandler-Gilbert Community College Coyote Center International Code Council Gilbert Freestone Recreation Center Roof Repair Phoenix Community Alliance Glendale Courts Bridging Documents • Jefferson Street Parking Structure • Maricopa County Clerk of Court • Maricopa County Jury Assembly • Maricopa County Law Library • Mitsubishi Pure Chemicals America Office Addition • Montelucia Parking Garage • North Glendale Park Ride • North Glendale Transit Center • Peoria Development&Community Services Bldg • Peoria Sports Complex Clubhouse Renovations • Salt River Pima PERA Skills Training Facility • Salt River Pima PERA Training and Innovations Center • The Salvation Army Ray&Joan Kroc Community Center • USPS Phoenix GMF Waterline Investigation* • Veteran Affairs Cardiac Catheterization Lab *Continuing Service Contract ADOA/Annual Design Professional Services List /12 JAMES LLOYD AIA, CDT Principal/Project Director Jim Lloyd has 25 years experience and has managed multiple projects of varying r complexities and project types including religious,educational,community center,retail, restaurant,industrial,office and residential.In addition to design and construction,Jim has spent four years teaching building information modeling using the Revit platform at Arizona State University and conducted multiple architectural licensing seminars for the local American Institute of Architects.Jim is familiar with architectural standards,engineering practices,building codes,and zoning ordinances in order to communicate effectively with clients and team members.His responsibilities encompass all aspects of architecture YEARS WITH THE FIRM: and interiors including programming,design,construction documents,and construction 7 years(25 years total experience) administration. Length of time as Principal:1 year Relevant Project Experience: Length of time as Project Director 15 years Avondale City Center Conceptual Design* EDUCATION: Chandler-Gilbert Community College Agave Hall Master of Architecture, City of Avondale Parking Canopies* Arizona State University Diablo Technology Park Bldg.C Landlord Tenant Improvement Code Review* BS,Design,Arizona State University Diablo Technology Park Guardshack* REGISTRATION/CERTIFICATIONS: Eastern Arizona College-Entrepreneurial Resource Center Architect,Arizona 46411 El Dorado Center Retail* Certified Document Technician Empire Garage-Billings,Montana • Estrella Mountain Community College Arroyo Hall PROFESSIONAL ORGANIZATIONS: Glendale Heroes Park Regional Library Urban Land Institute Glendale WAB Library Study* American Institute of Architects Maricopa County East Court 7th Floor Specifications* • Nikola Office Building • North Glendale Transit Center • Paradise Valley Community College Black Mountain Campus Concept Design Package* • SRP Skills Training Facility SRP Training and Innovations Center • SRP Southside Water • Scottsdale Mustang Transit Center • University of Arizona South Stadium Garage *Continuing Service Contract ADOA/Annual Design Professional Services List /13 BECKY TOMASEK IIDA, ASID, LEED AP ID+C, COEE Principal Interior Design Becky Tomasek is the firm's Director of Interior Design.She works closely with the design team and the client's team to articulate strategies and core values with the dynamic use of space. She makes sure the client's vision for the project's interior architecture is maintained during the course of design and construction. Becky's experience in commercial interior design and higher education environments includes all project phases from programming to construction administration.She interfaces with the client on the coordination of interior architecture and design.The focus of her work is the user YEARS WITH THE FIRM: experience and her wide-ranging portfolio includes both new construction and renovation projects of all sizes for both private and public sector clients. 17 years(24 years total experience) Relevant Project Experience: Length of time as Principal:1 year ADOA 1740 W.Adams Building Remodel Length of time as Interiors Director:10 years Apache Junction Police Dept Renovation* EDUCATION: ASU Interdisciplinary Sciences Building I(LEED Gold) • City of Phoenix Cholla Library BS,Interior Design City of Phoenix Orpheum Theatre Study* University of Nebraska City of Phoenix Transit Lobby Renovation REGISTRATIONS/CERTIFICATIONS: Estrella Mountain Community College Arroyo Hall •NCIDQ Certificate 17398 Estrella Mountain Community College Komatke Hall* • Gilbert Municipal Master Plan* LEED AP ID+C Glendale Heroes Park Regional Library Certified Office Ergonomics Evaluator Glendale Municipal Courthouse • Glendale WAB Library Study* • Goodyear Library* • Maricopa Association of Government Tenant Improvements • Maricopa County Department of Transportation Fitness Center Remodel* • Maricopa County Downtown Justice Courts • Maricopa County Justice Courts Administration Tenant Improvement • Maricopa County Northeast Regional Court Master Plan • Maricopa County Superior Court Feasibility Study* • Mohave County/Bullhead City Master Plan • Northwest Public Safety Facility-Avondale • Papago Spectrum Office Building* • Peoria Development&Community Services Building • Peoria Municipal Court Renovation&Addition • Salvation Army Kroc Community Center&Chapel • Sky Harbor International Airport Rental Car Center • Town of Paradise Valley Court Master Plan* • Valley Metro Regional Public Transportation Authority Master Plan • Valley Metro Tenant Improvements *Continuing Service Contract ADOA/Annual Design Professional Services List /14 GREG BIALLAS RA Senior Project Manager 1. As Project Manager,Greg will work with the contractor's project superintendent through- out the development and coordination of working drawings and specifications.As the liaison involved in the production of the project's BIM model,he keeps communications current relative to project budget,schedule,and contracting.As a licensed architect,he has a solid background and knowledge in reviewing the drawings with strong attention to detail. He is capable of creating a team atmosphere that leads to successful comple- tion of projects. YEARS WITH THE FIRM: Relevant Project Experience: 8 years(25 years total experience) Tempe Council Chambers Remodel Length of time as Sr.Project Manager 12 years Apache Junction Police Dept.Renovation* • Buckeye Community Services Building Renovation EDUCATION: Chandler-Gilbert Community College Coyote Center Bachelor of Environmental Design CVS Caremark-AZ Board Room* Texas A&M University,College Station CVS Caremark-Cotton Center Exiting Study&Diagram* BS,Construction Services CVS Caremark-Exterior Revolving Doors* Texas A&M University,College Station • CVS Caremark-ICC Command Center* REGISTRATIONXERTIFICATIONS: CVS Caremark-Mountain View/Record Drawings* Architect,Arizona 39789 CVS Caremark-Mountain View Exiting Study&Diagram* • CVS Caremark-Raintree Exiting Study&Diagram* • CVS Caremark-Shea HQ Exiting Study&Diagram* • CVS Caremark-Tape Vault Ramp* • Diablo Technology Park Parking Lot Reconfiguration* • Glendale Transit Center • Goodyear Police Facility Study* • Maricopa County E.Courts 8th Floor Renovation* • Maricopa County West Courts BIX Room Upgrades* • Paradise Valley Municipal Court New Building • Peoria Sports Complex Stadium Improvements-JOC Pkg 1* • Peoria Sports Complex Stadium Improvements-JOC Pkg 2* • Peoria Sports Complex Stadium Improvements-JOC Pkg 3* • Peoria Sports Complex Stadium Improvements-Phase II Pkg 5* • PetSmart-Ongoing Tenant Improvements* • Phoenix Sky Harbor Airport-Terminal 4 Rest Room Renovation* • University of Arizona South Stadium Garage *Continuing Service Contract ADOA/Annual Design Professional Services List /15