HomeMy WebLinkAboutAGENDApacket__05-07-24_0104_602
NOTICE OF MEETING
REGULAR MEETING
COTTONWOODS MAINTENANCE DISTRICT
Board Chairman Ginny Dickey
Board Vice Chairman Brenda J. Kalivianakis
Board Member Peggy McMahon
Board Member Hannah Toth
Board Member Gerry Friedel
Board Member Sharron Grzybowski
Board Member Allen Skillicorn
TIME:5:20 P.M. - REGULAR MEETING
WHEN:TUESDAY, MAY 7, 2024
WHERE:FOUNTAIN HILLS COUNCIL CHAMBERS
16705 E. AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ
Members of the Cottonwood Maintenance District will attend either in person or by telephone conference
call; a quorum of the Towns' various Commission, Committee, or Board members may be in attendance
at this meeting.
Notice is hereby given that pursuant to A.R.S. §1-602.A.9, subject to certain specified statutory
exceptions, parents have a right to consent before the State or any of its political subdivisions make a
video or audio recording of a minor child. Meetings are audio and/or video recorded and, as a result,
proceedings in which children are present may be subject to such recording. Parents, in order to exercise
their rights, may either file written consent with the Town Clerk to such recordings, or take personal action
to ensure that their child or children are not present when a recording may be made. If a child is present
at the time a recording is made, the Town will assume that the rights afforded to parents pursuant to
A.R.S. §1-602.A.9 have been waived.
Request to Comment
The Public is welcome to participate in meetings.
TO SPEAK TO AN AGENDA ITEM, please complete a Request to Comment card, located in the back
of the Council Chambers, and hand it to the Town Clerk prior to discussion of that item. If possible,
include the agenda item on which you wish to comment. Speakers will be allowed three contiguous
minutes to address the Board. Verbal comments should be directed through the Presiding Officer and
not to individual board members.
TO COMMENT ON AN AGENDA ITEM IN WRITING ONLY, please complete a Request to Comment
card, indicating it is a written comment, and check the box on whether you are FOR or AGAINST an
agenda item, and hand it to the Town Clerk prior to discussion, if possible.
TO COMMENT IN WRITING ONLINE: Please feel free to provide your comments by visiting
https://www.fountainhillsaz.gov/public comment and SUBMIT a Public Comment Card by 3:00 p.m. on
the day of the meeting. These comments will be shared with the Board.
1.CALL TO ORDER
2.ROLL CALL
3.CONSIDERATION AND POSSIBLE ACTION: Approval of the minutes for the Cottonwood
Maintenance District Regular Meeting of June 6, 2023, and June 20, 2023.
4.CONSIDERATION AND POSSIBLE ACTION: Resolution CMD 2024-01 by the Maintenance
District Board approving the Tentative Budget for the fiscal year beginning July 1, 2024, and
ending June 30, 2025, providing notification to property owners, and setting a hearing date
for the budget and annual assessments.
5.CONSIDERATION AND POSSIBLE ACTION: Approving the Third Amendment to
Professional Services Agreement 2020-079 with Verde Valley Landscaping.
6.ADJOURNMENT
CERTIFICATE OF POSTING OF NOTICE
The undersigned hereby certifies that a copy of the foregoing notice was duly posted in accordance with
the statement filed by the Cottonwood Maintenance District with the Town Clerk.
Dated this ______ day of ____________________, 2024.
_____________________________________________
Linda G. Mendenhall, MMC, District Clerk
The Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities.
Please call 480-816-5199 (voice) or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a
reasonable accommodation to participate in the meeting or to obtain agenda information in large print
format. Supporting documentation and staff reports furnished the Council with this agenda are available
for review in the Clerk's Office.
On the day of the Council Meeting, the Council Chamber doors open at 5:15 p.m. for public seating.
ITEM 3.
TOWN OF FOUNTAIN HILLS
STAFF REPORT
Meeting Date: 05/07/2024 Meeting Type: Cottonwoods Maintenance District
Agenda Type: Submitting Department: Administration
Prepared by: Linda Mendenhall, Town Clerk
Request to Cottonwoods Maintenance District (Agenda Language): CONSIDERATION AND
POSSIBLE ACTION: Approval of the minutes for the Cottonwood Maintenance District Regular
Meeting of June 6, 2023, and June 20, 2023.
Staff Summary (Background)
The intent of approving meeting minutes is to ensure an accurate account of the discussion and action
that took place at the meeting for archival purposes. Approved minutes are placed on the town's
website and maintained as permanent records in compliance with state law.
Related Ordinance, Policy or Guiding Principle
N/A
Risk Analysis
N/A
Recommendation(s) by Board(s) or Commission(s)
N/A
Staff Recommendation(s)
Staff recommends approving the minutes of the Cottonwood Maintenance District Meeting of June 6,
2023, and June 20, 2023.
SUGGESTED MOTION
MOVE to approve the minutes of the Cottonwood Maintenance District Meeting of June 6, 2023, and
June 20, 2023, as presented.
Attachments
Verbatim Transcript
Verbatim Transcript
MINUTES OF THE REGULAR MEETING OF THE COTTONWOOD MAINTENANCE DISTRICT June 6, 2023
A Regular Meeting of the Cottonwood Maintenance District Board was convened
at 16705 E. Avenue of the Fountains in open and public session at 5:28 p.m.
Members Present: Chairman Ginny Dickey: Vice Chairman Peggy McMahon; Board Member Gerry Friedel; Board Member Sharron Grzybowski; Board Member Brenda J. Kalivianakis; Board Member Hannah Toth; Board Member Allen Skillicorn
Staff Present: Interim District Manager Rachael Goodwin; District Attorney Aaron D. Arnson; District Clerk Linda Mendenhall
Audience: Approximately ninety members of the public were present.
TOWN OF FOUNTAIN HILLS Page 1 of 4 JUNE 6, 2023 COTTONWOOD MAINTENANCE DISTRICT BOARD MINUTES
Page 1 of 4
Post-Production File
Town of Fountain Hills
Cottonwood Maintenance District Board Minutes
June 6, 2023
Transcription Provided By:
eScribers, LLC
* * * * *
Transcription is provided in order to facilitate communication accessibility and may not
be a totally verbatim record of the proceedings.
* * * * *
TOWN OF FOUNTAIN HILLS Page 2 of 4 JUNE 6, 2023 COTTONWOOD MAINTENANCE DISTRICT BOARD MINUTES
Page 2 of 4
MINUTES OF REGULAR MEETING OF THE COTTONWOOD MAINTENANCE DISTRICT BOARD
June 6, 2023
DICKEY: Good evening, everyone, welcome. Our meeting tonight, we begin with our
Cottonwoods Maintenance District. So we'll start with that. Could I get a roll call,
please?
MENDENHALL: Yes, Mayor. Chairman Dickey.
CHAIRMAN DICKEY: Here.
GOODWIN: Vice Chairman McMahon.
MCMAHON: Here.
MENDENHALL: Board member Friedel.
FRIEDEL: Present.
MENDENHALL: Board member Grzybowski.
GRZYBOWSKI: Present.
MENDENHALL: Board member Kalivianakis.
KALIVIANAKIS: Here.
MENDENHALL: Board member Toth.
TOTH: Here.
MENDENHALL: Board member Skillicorn.
SKILLICORN: Here.
CHAIRMAN DICKEY: Thank you. Dave, you going to start right off? Or actually,
we'll start with the approval of minutes for Cottonwood District last meeting. Could I get
a motion?
FRIEDEL: So move.
GRZYBOWSKI: Second.
CHAIRMAN DICKEY: Roll call, please.
MENDENHALL: Board member Toth.
TOTH: Aye.
MENDENHALL: Board member Grzybowski.
GRZYBOWSKI: Aye.
MENDENHALL: Board member Friedel.
TOWN OF FOUNTAIN HILLS Page 3 of 4 JUNE 6, 2023 COTTONWOOD MAINTENANCE DISTRICT BOARD MINUTES
Page 3 of 4
FRIEDEL: Aye.
MENDENHALL: Board member Kalivianakis.
KALIVIANAKIS: Aye.
MENDENHALL: Board member Skillicorn.
SKILLICORN: Yes.
MENDENHALL: Vice Chair McMahon.
MCMAHON: Aye.
MENDENHALL: Chairman Dickey.
CHAIRMAN DICKEY: Aye. Thank you so much. Now we'll hear from David about
Cottonwood. Thank you.
POCK: Sure. As I do some slide edits on the sly. So yes, tonight's the final budgeted
object for Cottonwoods Maintenance, physical year '24, total budget $14,768 broken
down by those line items.
The next step, and this is two weeks from now when we do the tax levy, and that worked
out to about $168 per parcel for 58 parcels. So if there's any questions?
CHAIRMAN DICKEY: Thank you, anybody have any questions or comments? No?
Can I get a motion?
GRZYBOWSKI: Page 10, right? Move to adopt resolution CMD 2023-02.
FRIEDEL: Second.
CHAIRMAN DICKEY: Thank you. Roll call, please.
MENDENHALL: Board member Grzybowski.
GRZYBOWSKI: Aye.
MENDENHALL: Board member Friedel.
FRIEDEL: Aye.
MENDENHALL: Board member Kalivianakis.
KALIVIANAKIS: Aye.
MENDENHALL: Board member Skillicorn.
SKILLICORN: Aye.
MENDENHALL: Board member Toth.
TOTH: Aye.
MENDENHALL: Board chair -- Vice Chair McMahon.
TOWN OF FOUNTAIN HILLS Page 4 of 4 JUNE 6, 2023 COTTONWOOD MAINTENANCE DISTRICT BOARD MINUTES
Page 4 of 4
MCMAHON: Aye.
MENDENHALL: And Chairman Dickey.
CHAIRMAN DICKEY: Aye. Thank you. So we'll adjourn that.
[COTTONWOOD MAINTENANCE DISTRICT BOARD MEETING ADJOURNED
AT 5:31 PM]
Having no further business, Chairman Ginny Dickey adjourned the Regular
Meeting of the Cottonwood Maintenance District Board held on June 6, 2023, at 5:31 p.m.
TOWN OF FOUNTAIN HILLS
_______________________
Ginny Dickey, Chairman
ATTEST AND PREPARED BY:
__________________________
Linda G. Mendenhall, District Clerk
CERTIFICATION
I hereby certify that the foregoing minutes are a true and correct copy of the
minutes of the Regular Meeting held by the Cottonwood Maintenance District
Board in the Town Hall Council Chambers on the 6th day of June 2023. I further
certify that the meeting was duly called and that a quorum was present.
DATED this 7th Day of May 2024.
_____________________________
Linda G. Mendenhall, District Clerk
MINUTES OF THE REGULAR MEETING OF THE COTTONWOOD MAINTENANCE DISTRICT June 20, 2023
A Regular Meeting of the Cottonwood Maintenance District Board was convened
at 16705 E. Avenue of the Fountains in open and public session at 5:26 p.m.
Members Present: Chairman Ginny Dickey: Vice Chairman Peggy McMahon; Board Member Gerry Friedel; Board Member Sharron Grzybowski; Board Member Brenda J. Kalivianakis; Board Member Hannah Toth
Attended Telephonically: Board Member Allen Skillicorn
Staff Present: Interim District Manager Rachael Goodwin; District Attorney Aaron D. Arnson; District Clerk Linda Mendenhall
Audience: Approximately forty members of the public were present.
TOWN OF FOUNTAIN HILLS Page 1 of 3
JUNE 20, 2023, COTTONWOOD MAINTENANCE DISTRICT MEETING MINUTES
Page 1 of 3
Post-Production File
Town of Fountain Hills
Cottonwood Maintenance District Meeting Minutes
June 20, 2023
Transcription Provided By:
eScribers, LLC
* * * * *
Transcription is provided in order to facilitate communication accessibility and may not
be a totally verbatim record of the proceedings.
* * * * *
TOWN OF FOUNTAIN HILLS Page 2 of 3
JUNE 20, 2023, COTTONWOOD MAINTENANCE DISTRICT MEETING MINUTES
Page 2 of 3
BOARD CHAIR DICKEY: Good evening, everyone. Welcome.
We're starting a little early because we're just going to start with our Cottonwood's
Maintenance District Meeting. So can we please have a roll call?
MENDENHALL: Board Chair Dickey?
BOARD CHAIR DICKEY: Here.
MENDENHALL: Vice Board Chair McMahon?
MCMAHON: Here.
MENDENHALL: Board Member Friedel?
FRIEDEL: Present.
MENDENHALL: Board Member Grzybowski?
GRZYBOWSKI: Present.
MENDENHALL: Board Member Toth?
TOTH: Present.
MENDENHALL: Board Member Kalivianakis?
KALIVIANAKIS: Here.
MENDENHALL: Board Member Skillicorn?
SKILLICORN: Present.
BOARD CHAIR DICKEY: Thank you.
We'll get started.
David, please?
POCK: Good evening, Chair and board members. This is our final Cottonwoods budget
meeting. This is adopting the tax levy to send to the assessor's office. We've got a total
of 58 parcels. The budget for next fiscal year requires $168.42 per parcel.
If you have any questions, I'd be happy to answer.
BOARD CHAIR DICKEY: Any questions or comments? Speaker cards? No?
MENDENHALL: No speaker cards.
BOARD CHAIR DICKEY: Thank you.
The motion's on page 3. Can I get a motion, please? Page 3 of that agenda.
GRZYBOWSKI: I move to adopt resolution CMD 2023-03.
TOWN OF FOUNTAIN HILLS Page 3 of 3
JUNE 20, 2023, COTTONWOOD MAINTENANCE DISTRICT MEETING MINUTES
Page 3 of 3
MCMAHON: Second.
BOARD CHAIR DICKEY: Thank you. Roll call, please.
MENDENHALL: Board Member Toth?
TOTH: Aye.
MENDENHALL: Board Member Grzybowski?
GRZYBOWSKI: Aye.
MENDENHALL: Board Member Friedel?
FRIEDEL: Aye.
MENDENHALL: Board Member Kalivianakis?
KALIVIANAKIS: Aye.
MENDENHALL: Board Member Skillicorn?
SKILLICORN: Yes.
MENDENHALL: Board Vice Chair McMahon?
MCMAHON: Aye.
MENDENHALL: Board Chairman Dickey?
BOARD CHAIR DICKEY: Aye.
Thank you.
We'll just adjourn.
[MEETING ADJOURNED AT 5:27 P.M.]
Having no further business, Chairman Ginny Dickey adjourned the Regular
Meeting of the Cottonwood Maintenance District Board held on June 20, 2023, at 5:27 p.m.
TOWN OF FOUNTAIN HILLS
_______________________
Ginny Dickey, Chairman
ATTEST AND PREPARED BY:
__________________________
Linda G. Mendenhall, District Clerk
CERTIFICATION
I hereby certify that the foregoing minutes are a true and correct copy of the
minutes of the Regular Meeting held by the Cottonwood Maintenance District
Board in the Town Hall Council Chambers on the 20th day of June 2023. I further
certify that the meeting was duly called and that a quorum was present.
DATED this 7th Day of May 2024.
_____________________________
Linda G. Mendenhall, District Clerk
ITEM 4.
TOWN OF FOUNTAIN HILLS
STAFF REPORT
Meeting Date: 05/07/2024 Meeting Type: Cottonwoods Maintenance District
Agenda Type: Submitting Department: Administration
Prepared by: Paul Soldinger, Chief Financial Officer
Request to Cottonwoods Maintenance District (Agenda Language): CONSIDERATION AND
POSSIBLE ACTION: Resolution CMD 2024-01 by the Maintenance District Board approving the
Tentative Budget for the fiscal year beginning July 1, 2024, and ending June 30, 2025, providing
notification to property owners, and setting a hearing date for the budget and annual assessments.
Staff Summary (Background)
The Cottonwoods Maintenance District was formed by the Town Council in June 1999 for the purpose
of maintaining or improving the common areas of the Cottonwoods subdivision. The Town Council
serves as the Governing Board for the Cottonwoods Maintenance District. The Maintenance District
provides for the maintenance of the common area which includes landscaping and a wall. The annual
cost is repaid through an annual property tax assessment of $180.37 per property owner, levied by the
Town, and collected by Maricopa County. The estimated tax levy includes the annual contract cost for
landscaping as well as establishing a reserve amount for future exterior wall maintenance and an
additional reserve for unplanned maintenance.
Related Ordinance, Policy or Guiding Principle
A.R.S. § 48-1210
Risk Analysis
If not approved, the District will not be in compliance with State Statute.
Recommendation(s) by Board(s) or Commission(s)
N/A
Staff Recommendation(s)
Staff recommends approval of Resolution CMD 2024-01.
SUGGESTED MOTION
MOVE to adopt Resolution CMD 2024-01.
Attachments
RESCMD2024-01
EXHIBIT A
Presentation
RESOLUTION CMD 2024-01
A RESOLUTION OF THE BOARD OF THE COTTONWOODS MAINTENANCE
DISTRICT, MARICOPA COUNTY, ARIZONA, APPROVING THE TENTATIVE
BUDGET OF THE DISTRICT FOR THE FISCAL YEAR BEGINNING JULY 1,
2024, AND ENDING JUNE 30, 2025, AND SETTING A HEARING DATE FOR
THE ANNUAL ASSESSMENTS AND BUDGET.
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COTTONWOODS
MAINTENANCE DISTRICT, as follows:
SECTION 1. The statements and schedules attached as Exhibit A and incorporated
herein by this reference are hereby approved for the purpose as hereinafter set forth as the
tentative budget for the Cottonwoods Maintenance District, Maricopa County, Arizona (the
“District”) for the fiscal year 2024-25. The statements and estimates of the operation and
maintenance expenses of the District, the costs of capital improvements and other expenditures
for public infrastructure of the District (collectively, the “District Expenditures”) are hereby filed
with the District Clerk.
SECTION 2. The District Clerk is hereby authorized and directed to cause to be (i) mailed
to the governing body of the Town of Fountain Hills and all persons owning real property within
the District and (ii) published in the manner prescribed by law, a notice in substantially the form
attached hereto as Exhibit A, that the District Board will meet for the purpose of conducting a
hearing for District taxpayers on the statements and estimates of District Expenditures filed with
the District Clerk, including the annual assessments and on the adoption of the 2024-25 Annual
Budget for the District; said hearing to be conducted on June 4, 2024, at 5:25 p.m. in the District
offices (the Council Chambers at Fountain Hills Town Hall), 16705 E. Avenue of the Fountains,
Fountain Hills, Arizona 85268. At the conclusion of the hearing, the District Board shall pass upon
any objections and shall adopt the Final Budget for the District; final approval of the Tax Levy for
the District shall follow on June 18, 2024, at the same time and place.
PASSED AND ADOPTED by the Board of Directors of the Cottonwoods Maintenance
District on May 7, 2024.
Ginny Dickey, District Chairperson
ATTEST:
Linda Mendenhall, District Clerk
APPROVED AS TO FORM:
Aaron D. Arnson, Pierce Coleman PLLC
District Counsel
EXHIBIT A
TO
RESOLUTION CMD 2024-01
[Notice/Tentative Budget]
See following page.
NOTICE
COTTONWOODS PROPERTY OWNERS
The taxpayers of the Cottonwoods Maintenance District (the “District”) are hereby notified that
the Board of Directors will hold a public meeting on June 4, 2024, at 5:25 p.m. at the District
offices located at 16705 E. Avenue of the Fountains, Fountain Hills, Arizona (the Council
Chambers at Fountain Hills Town Hall), when and where any taxpayers of the District will be
heard in favor of, or against, any of the proposed expenditures for the District, after which the
foregoing estimates as modified or as now existing, will be assessed by the Board of Directors as
the basis for the fiscal year 2024-2025 budget. Taxpayers may file written objections at any time
prior to the hearing, and the Board of Directors shall hear and pass upon any objections at the
hearing.
Copies of the tentative fiscal year 2024-2025 District budget may be viewed prior to the
June 4, 2024, meeting at the District Clerk’s office, 16705 E. Avenue of the Fountains, Fountain
Hills, Arizona 85268, the Town of Fountain Hills website, www.fountainhillsaz.gov/budget, and
the Fountain Hills branch of the Maricopa County Library, 12901 N. La Montana Drive, Fountain
Hills, Arizona 85268.
For the Fiscal Year Ended
Revenues June 30, 2025
Tax Levy at $180.37 per property owner 10,461$
TOTAL 10,461$
Expenses
Annual Landscape Maintenance Cost 7,930$
Annual Reserve for Exterior Wall Maintenance 1,280
Reserve Fund -
Postage 50
Advertising 250
Administrative Fee (10%) 951
Contingency (from Reserve if needed) 5,000
TOTAL 15,461$
PROPOSED BUDGET
FISCAL YEAR 2024-2025
COTTONWOODS MAINTENANCE DISTRICT
WWW.FOUNTAINHILLSAZ.GOV/BUDGET
Cottonwoods Maintenance District
•5/7/2024 Tentative Budget Adoption
•$14,181 for FY25
•$7,930 for landscaping contract
•$1,251 for admin costs and supplies(postage, advertising, admin fee)
•$5,000 for contingency
•Public Notice for mailing and publication
ITEM 5.
TOWN OF FOUNTAIN HILLS
STAFF REPORT
Meeting Date: 05/07/2024 Meeting Type: Cottonwoods Maintenance District
Agenda Type: Submitting Department: Public Works
Prepared by: Justin Weldy, Public Works Director
Request to Cottonwoods Maintenance District (Agenda Language): CONSIDERATION AND
POSSIBLE ACTION: Approving the Third Amendment to Professional Services Agreement 2020-079
with Verde Valley Landscaping.
Staff Summary (Background)
The Cottonwoods Maintenance District was formed in 1998 under Resolution 1998-08 with the Town
Council serving as the Governing Board of Directors to oversee District activities, including the annual
adoption of its budget and award of contracts.
The Maintenance District was formed for the purpose of maintaining the Cottonwoods landscape
improvements. Each year, the property owners in the district are assessed a property tax to pay for
landscape maintenance and a small reserve for the painting of the exterior wall around the subdivision
every ten years. This year's annual notice is attached for review.
The Board of Directors approved the current contract for landscape maintenance on June 16, 2020,
with Verde Valley Landscaping. The First Amendment to the Agreement was approved on June 15,
2021, which included an increase in the amount of 14% (from $460.00 to $525.00) monthly. The
Second Amendment was approved on May 3, 2022, and did not include an increase.
The landscape vendor has proposed a price increase for services in the amount of 10% (from $525.00
to $577.50) monthly, to cover the cost of labor and materials. Funding for the contract increase is
available in the Cottonwood Maintenance District fund balance.
Related Ordinance, Policy or Guiding Principle
Resolution 1998-08
Risk Analysis
Not proceeding with the contract amendment could decrease the level of service for landscape
maintenance.
Recommendation(s) by Board(s) or Commission(s)
N/A
Staff Recommendation(s)
Staff recommends Council approval of the Third Amendment to Professional Services Agreement
2020-079 with Verde Valley Landscaping.
SUGGESTED MOTION
MOVE to approve the Thirds Amendment to Professional Services Agreement 2020-079 with Verde
Valley Landscaping in the amount not to exceed $6,930 annually.
Attachments
PROFESSIONAL SERVICES AGREEMENT
Request for Increase
Underlying Agreement
1
Contract No. 2020-079.3
THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS
AND LALLA SALMA, LLC DBA VERDE VALLEY LANDSCAPING
THIS Third AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this
“Third Amendment”) is entered into upon execution, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Lalla Salma, LLC, d/b/a Verde Valley Landscaping, a(n) Arizona limited liability company (the “Consultant”).
RECITALS
A. The Town and the Consultant entered into a Professional Services Agreement (the “Agreement”), dated June 6, 2020, for the Consultant to provide landscaping services for the Cottonwood Maintenance District (the “Services”); amended via Amendment 1 dated, June 5,
2021; and via Amendment 2 dated, may 3, 2022. All capitalized terms not otherwise defined in
this Third Amendment have the same meanings as contained in the Agreement. B. The Consultant has proposed a price increase for services (Exhibit D).
C. The Town and the Consultant desire to enter this Third Amendment to amend the
Agreement to (i) incorporate the price increase for services and (i) increase the amount not to exceed in the aggregate and monthly to allow for the increase in fees. AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Consultant hereby agree as follows:
1. EXHIBIT D. The maintenance fees in Exhibit C-1 shall be replaced by the maintenance fees in Exhibit D as of July 1, 2024; Exhibit D is hereby incorporated by this reference.
2. Compensation. The aggregate amount of this agreement shall not exceed $50,000. The monthly fees in this agreement shall not exceed $6,930, as of July 1, 2024.
2
3. Effect of Amendment. In all other respects, the Agreement is affirmed and ratified and, except as expressly modified herein, all terms and conditions of the Agreement shall remain
in full force and effect.
4. Non-Default. By executing this Third Amendment, the Consultant affirmatively asserts that (i) the Town is not currently in default, nor has it been in default at any time prior to this Third Amendment, under any of the terms or conditions of the Agreement and (ii) any and all
claims, known and unknown, relating to the Agreement and existing on or before the date of this
Third Amendment are forever waived. 5. Israel. Consultant certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a “boycott,” as that term is defined in Ariz.
Rev. Stat. § 35-393, of Israel.
6. China. Pursuant to and in compliance with A.R.S. § 35-394, Vendor hereby agrees and certifies that it does not currently, and agrees for the duration of this Agreement that Vendor will not, use: (1) the forced labor of ethnic Uyghurs in the People’s Republic of China; (2) any
goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of
China; or (3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. Vendor also hereby agrees to indemnify and hold harmless the Town, its officials, employees, and agents from any claims or causes of action relating to the Town’s action based upon reliance upon this
representation, including the payment of all costs and attorney fees incurred by the Town in
defending such as action. 7. Conflict of Interest. This Third Amendment and the Agreement may be cancelled by the Town pursuant to Ariz. Rev. Stat. § 38-511.
[SIGNATURES ON FOLLOWING PAGES]
January 1, 2024
Attn: Justin Weldy
Cottonwood Fountain Hills, AZ 85268
Re: Landscape Increase Letter
First, we would like to thank you for choosing Verde Valley Landscaping for all your landscaping needs.
Due to ever increasing operating costs, in which, we cannot control such as wage increase, insurance,
etc., we will be having a price increase for this year. Your new service fee will be changed from $525.00
to $577.50 per month effective January 2024. These changes have been implemented to continue to
provide the best service possible to our customers.
We value you as a customer and hope to continue servicing your property. Please do not hesitate to call
the office if you have any questions or any concerns.
Best Regards
Sandra Sixtos
General Manager
Verde Valley Landscaping
480-837-8131
TOWN OF FOUNTAIN HILLS
PUBLIC WORKS DEPARTMENT
REQUEST FOR PROPOSALS
Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
SOLICITATION INFORMATION AND SELECTION SCHEDULE
Solicitation Title: Cottonwoods District Landscape Maintenance
Solicitation Number: 2020-079
Release Date: April 15, 2020
Advertisement Dates: April 15 & 22, 2020 – Fountain Hills Times
April 16 & 23, 2020 – Arizona Business Gazette
MANDATORY
Pre-Submittal Conference:
April 29, 2020
9:00 a.m. (local time, Phoenix, Arizona)
Fountain Hills Town Hall
Council Chambers
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Final Date for Inquires May 12, 2020
3:00 p.m. (local time, Phoenix, Arizona
Proposal Due Date and Time:
May 19, 2020
3:00 p.m. (local time, Phoenix, Arizona)
Oral Interviews (if necessary)
Target Cottonwoods Board of Directors
Award Date:
June 1, 2020
June 16, 2020
Anticipated Agreement Start Date: July 1, 2020
Town Representative: Justin T. Weldy, jweldy@fh.az.gov
480-816-5133
* Due to concerns relate to the coronavirus pandemic, the Town of Fountain Hills reserves
the right to cancel or modify the MANDATORY Pre-Submittal Conference and Interview
process.
In the event that a Vendor cannot be selected based solely on Proposals submitted, Oral
Interviews may be conducted at the Town’s sole discretion.
** The Town of Fountain Hills reserves the right to amend the solicitation schedule as necessary.
TOWN OF FOUNTAIN HILLS
Public Works DEPARTMENT
2
TOWN OF FOUNTAIN HILLS
SECTION A Public Works DEPARTMENT
i
TABLE OF CONTENTS
Section A Page
I. RFP Process, Award of Agreement A-1
II. Proposal Format; Scoring A-6
III. Oral Interviews; Scoring A-9
IV. Vendor Information Form A-10
Section B
Sample Professional Services Agreement B-1
TOWN OF FOUNTAIN HILLS
SECTION A Public Works DEPARTMENT
A-1
PART I. RFP PROCESS; AWARD OF AGREEMENT
1.1 Purpose; Scope of Work. The Town of Fountain Hills (the “Town”) is issuing
this Request For Proposals (this “RFP”) seeking proposals (“Proposals”) from qualified, licensed
firms (“Vendors”) interested in providing professional services consisting of Landscape
maintenance for the Cottonwoods District (the “Services”), as more particularly described in the
Scope of Work attached to the sample Professional Services Agreement as Exhibit B, and
incorporated herein by reference. In accordance with the Town’s Procurement Code, the Town
will accept sealed Proposals for the Services specified in the Scope of Work.
1.2 Preparation/Submission of Proposal. Vendors are invited to participate in the
competitive selection process for the Services outlined in this RFP. Responding parties shall
review their Proposal submissions to ensure the following requirements are met.
A. Irregular or Non-responsive Proposals. The Town shall consider as
“irregular” or “non-responsive” and reject any Proposal not prepared and submitted in
accordance with this RFP, or any Proposal lacking sufficient information to enable the Town to
make a reasonable determination of compliance to the minimum qualifications. Unauthorized
conditions, limitations, or provisions shall be cause for rejection. Proposals may be deemed non-
responsive at any time during the evaluation process if, in the sole opinion of the Town Manager
or authorized designee, any of the following are true:
(1) Vendor does not meet the minimum required skill, experience or
requirements to perform or provide the Services.
(2) Vendor has a past record of failing to fully perform or fulfill
contractual obligations.
(3) Vendor cannot demonstrate financial stability.
(4) Vendor’s Proposal contains false, inaccurate or misleading
statements that, in the opinion of the Town Manager or authorized designee, are intended
to mislead the Town in its evaluation of the Proposal.
B. Submittal Quantities. Interested Vendors must submit one original and
four copies (five total submittals) of the Proposal. In addition, interested parties must submit
one original copy of the Proposal on a USB Flash Drive or electronic media approved by the
Town) in printable Adobe or Microsoft Word format (or other format approved by the Town).
Failure to adhere to the submittal quantity criteria shall result in the Proposal being considered
non-responsive.
C. Required Submittal. The Proposal shall be submitted with a cover letter
with an original ink signature by a person authorized to bind the Vendor. Proposals submitted
without a cover letter with an original ink signature by a person authorized to bind the Vendor
shall be considered non-responsive. The Proposal shall be a maximum of fifteen pages to
address the Proposal criteria (excluding resumes and the Vendor Information Form, but
including the materials necessary to address project understanding, general information,
organizational chart, photos, tables, graphs, and diagrams). Each page side (maximum 8 1/2” x
11”) with criteria information shall be counted. However, one page may be substituted with an
TOWN OF FOUNTAIN HILLS
SECTION A Public Works DEPARTMENT
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11” x 17” sheet of paper, folded to 8 1/2” x 11”, showing a proposed project schedule or
organizational chart and only having information on one side. Cover, back, table of contents and
tabs may be used and shall not be included in the page count, unless they include additional
project-specific information or Proposal criteria responses. The minimum allowable font for the
Proposal is 11 pt, Arial or Times New Roman. Failure to adhere to the page limit, size and font
criteria shall result in the Proposal being considered non-responsive. Telegraphic (facsimile),
electronic (e-mail) or mailgram Proposals will not be considered.
D. Vendor Responsibilities. All Vendors shall (1) examine the entire RFP,
(2) seek clarification of any item or requirement that may not be clear, (3) check all responses for
accuracy before submitting a Proposal and (4) submit the entire Proposal by the Proposal Due
Date and Time. Late Proposals will not be considered. A Vendor submitting a late Proposal
shall be so notified. Negligence in preparing a Proposal shall not be good cause for withdrawal
after the Proposal Due Date and Time.
E. Sealed Submittals. All Proposals shall be sealed and clearly marked with
the RFP number and title, (RFP 2020-079) Cottonwoods District Landscape Maintenance, on the
lower left hand corner of the mailing envelope. A return address must also appear on the outside
of the sealed Proposal. The Town is not responsible for the pre-opening of, post-opening of, or
the failure to open, any Proposals not properly addressed or identified.
F. Pricing. The Vendor shall submit the same number of copies of the Fee
Proposal as described in Subsection 1.2(B) (Submittal Quantities). Pricing shall be inclusive of
all of the Services in the Scope of Work as described in the Professional Services Agreement in
Exhibit B. A sample Fee Proposal is attached to the Professional Services Agreement as Exhibit
C.
G. Address. All Proposals shall be directed to the following address: Town
Procurement Officer, 16705 East Avenue of the Fountains, Fountain Hills, Arizona 85268, or
hand-delivered to the Town Procurement Officer’s office by the Proposal Due Date and Time
indicated on the cover page of this RFP.
H. Pricing Errors. If price is a consideration and in case of error in the
extension of prices in the Proposal, the unit price shall govern. Periods of time, stated as number
of days, shall be calendar days.
I. Proposal Irrevocable. In order to allow for an adequate evaluation, the
Town requires the Proposal to be valid and irrevocable for 90 days after the Proposal Due Date
and Time indicated on the cover of this RFP.
J. Amendment/Withdrawal of Proposal. At any time prior to the specified
Proposal Due Date and Time, a Vendor (or designated representative) may amend or withdraw
its Proposal. Any erasures, interlineations, or other modifications in the Proposal shall be
initialed in original ink by the authorized person signing the Proposal. Facsimile, electronic (e-
mail) or mailgram Proposal amendments or withdrawals will not be considered. No Proposal
shall be altered, amended or withdrawn after the specified Proposal Due Date and Time.
TOWN OF FOUNTAIN HILLS
SECTION A Public Works DEPARTMENT
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1.3 Cost of Proposal Preparation. The Town does not reimburse the cost of
developing, presenting or providing any response to this solicitation. Proposals submitted for
consideration should be prepared simply and economically, providing adequate information in a
straightforward and concise manner. The Vendor is responsible for all costs incurred in
responding to this RFP. All materials and documents submitted in response to this RFP become
the property of the Town and will not be returned.
1.4 Inquiries.
A. Written Inquiries. Any question related to the RFP, including any part of
the Scope of Work, shall be directed to the Town Representative whose name appears on the
cover page of this RFP. Questions shall be submitted in writing by the date indicated on the
cover page of this RFP. In the event the Town offices are closed on the Final Date for Inquiries,
the Vendor may submit the question(s) to the Town Representative via e-mail or voicemail. Any
correspondence related to the RFP shall refer to the title and number, page and paragraph.
However, the Vendor shall not place the RFP number and title on the outside of any envelope
containing questions, because such an envelope may be identified as a sealed Proposal and may
not be opened until the Proposal Due Date and Time.
B. Inquiries Answered. Verbal or telephone inquiries directed to Town staff
will not be answered. Within two business days following the Final Date for Inquiries listed on
the cover page of this RFP, answers to all questions received in writing or via e-mail will be
mailed, sent via e-mailed to all parties who obtained an RFP package from the Town and who
legibly provided a mailing address, facsimile and/or e-mail address to the Town. No questions,
submitted in any form, will be answered after the Final Date for Inquiries.
C. Pre-Submittal Conference. A Pre-Submittal Conference may be held. If
scheduled, the date and time of this conference will be indicated on the cover page of this RFP.
This conference may be designated as mandatory or non-mandatory on the cover page of this
RFP. Additionally, if the Pre-Submittal Conference is designated as mandatory, failure to attend
shall render that Vendor’s Proposal non-responsive. Vendors are strongly encouraged to attend
those Pre-Submittal Conferences designated as non-mandatory. The purpose of this conference
will be to clarify the contents of this RFP in order to prevent any misunderstanding of the
Town’s requirements. Any doubt as to the requirements of this RFP or any apparent omission or
discrepancy should be presented to the Town at this conference. The Town will then determine
if any action is necessary and may issue a written amendment or addendum to the RFP. Oral
statements or instructions will not constitute amendments or addenda to this RFP.
1.5 Addenda. Any addendum issued as a result of any change in this RFP shall
become part of the RFP and must be acknowledged in the Proposal submittal. Failure to indicate
receipt of the addendum shall result in the Proposal being rejected as non-responsive. It shall be
the Vendor’s responsibility to check for addenda issued to this RFP. Any addendum issued by the
Town with respect to this RFP will be available at:
Town of Fountain Hills Town Hall,
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Town of Fountain Hills website at: https://www.fh.az.gov/bids
TOWN OF FOUNTAIN HILLS
SECTION A Public Works DEPARTMENT
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1.6 Payment Requirements; Payment Discounts. Any Proposal that requires payment
in less than 30 calendar days shall not be considered. Payment discounts of 30 calendar days or
less will not be deducted from the Proposal Price in determining the low Proposal. The Town
shall be entitled to take advantage of any payment discount offered, provided payment is made
within the discount period. Payment discounts shall be indicated on Price Sheet.
1.7 Federal Excise Tax; Transaction Privilege Tax. The Town is exempt from
Federal Excise Tax, including the Federal Transportation Tax. Transaction privilege tax, if any,
shall be included in the unit price for each line item. It shall not be considered a lump sum
payment item.
1.8 Public Record. All Proposals shall become the property of the Town and shall
become a matter of public record available for review, subsequent to the award notification, in
accordance with the Town’s Procurement Code.
1.9 Confidential Information. If a Vendor believes that a Proposal or protest contains
information that should be withheld from the public record, a statement advising the RFP
Administrator of this fact shall accompany the submission and the information shall be clearly
identified. The information identified by the Vendor as confidential shall not be disclosed until
the Procurement Agent makes a written determination. The Procurement Agent shall review the
statement and information with the Town Attorney and shall determine in writing whether the
information shall be withheld. If the Town Attorney determines that it is proper to disclose the
information, the RFP Administrator shall inform the Vendor in writing of such determination.
1.10 Vendor Licensing and Registration. Prior to the award of the Agreement, the
successful Vendor shall be registered with the Arizona Corporation Commission and authorized
to do business in Arizona. The Vendor shall provide licensure information with the Proposal.
Corporations and partnerships shall be able to provide a Certificate of Good Standing from the
Arizona Corporation Commission. A Town of Fountain Hills business license is also required.
1.11 Certification. By submitting a Proposal, the Vendor certifies:
A. No Collusion. The submission of the Proposal did not involve collusion
or other anti-competitive practices.
B. No Discrimination. It shall not discriminate against any employee or
applicant for employment in violation of Federal Executive Order 11246.
C. No Gratuity. It 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 Town employee, officer or agent in connection with the
submitted Proposal. It (including the Vendor’s employees, representatives, agents, lobbyists,
attorneys, and subcontractors) has refrained, under penalty of disqualification, from direct or
indirect contact for the purpose of influencing the selection or creating bias in the selection
process with any person who may play a part in the selection process, including the Selection
Committee, elected officials, the Town Manager, Assistant Town Managers, Department Heads,
and other Town staff. All contact must be addressed to the Town’s Procurement Agent, except
TOWN OF FOUNTAIN HILLS
SECTION A Public Works DEPARTMENT
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for questions submitted as set forth in Subsection 1.4 (Inquiries), above. Any attempt to
influence the selection process by any means shall void the submitted Proposal and any resulting
Agreement.
D. Financial Stability. It is financially stable, solvent and has adequate cash
reserves to meet all financial obligations including any potential costs resulting from an award of
the Agreement.
E. No Signature/False or Misleading Statement. The signature on the cover
letter of the Proposal and the Vendor Information Form is genuine and the person signing has the
authority to bind the Vendor. Failure to sign the Proposal and the Vendor Information Form, or
signing either with a false or misleading statement, shall void the submitted Proposal and any
resulting Agreement.
F. Professional Services Agreement. In addition to reviewing and
understanding the submittal requirements, it has reviewed the attached sample Professional
Services Agreement including the Scope of Work and other Exhibits.
1.12 Award of Agreement.
A. Selection. A Selection Committee composed of representatives from the
Town will conduct the selection process according to the schedule listed on the cover page of
this RFP. Proposals shall be opened at the time and place designated on the cover page of this
RFP. The Selection Committee shall award the agreement to the responsible and responsive
Vendor whose Proposal is determined, in writing, to be the most advantageous to the Town and
best meets the overall needs of the Town taking into consideration the evaluation criteria set
forth in this RFP. The amount of applicable transaction privilege or use tax of the Town shall
not be a factor in determining the most advantageous Proposal. After the Town has entered into
an Agreement with the successful Vendor, the successful Proposal and the scoring
documentation shall be open for public inspection.
B. Line Item Option. Unless the Proposal states otherwise, or unless
otherwise provided within this RFP, the Town reserves the right to award by individual line item,
by group of line items, or as a total, whichever is deemed most advantageous to the Town.
C. Multiple Award. The Town, at its sole discretion, may elect to enter into
Agreements with multiple Vendors who are qualified to provide the Services. The final terms
and conditions of the proposed Agreement will be negotiated by the Town with the successful
offerors.
D. Form of Agreement. The selected Vendor will be required to execute the
Town’s standard Professional Services Agreement in a form acceptable to the Town Attorney. A
sample of the standard agreement is included with this RFP. If the Town is unsuccessful in
negotiating an Agreement with the highest-scoring Vendor, the Town may then negotiate with
the second, then third, highest-scoring Vendor until an Agreement is executed. Town Council
approval may be required. The Town reserves the right to terminate the selection process at any
time.
TOWN OF FOUNTAIN HILLS
SECTION A Public Works DEPARTMENT
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E. Waiver; Rejection; Reissuance. Notwithstanding any other provision of
this RFP, the Town expressly reserves the right to: (1) waive any immaterial defect or
informality, (2) reject any or all Proposals or portions thereof and (3) cancel or reissue an RFP.
F. Protests. Any Vendor may protest this RFP, the proposed award of an
Agreement, or the actual award of an Agreement. All protests will be considered in accordance
with the Town Procurement Code.
1.13 Offer. A Proposal is an offer to contract with the Town based upon the terms,
conditions and specifications contained in this RFP and the Vendor’s responsive Proposal, unless
any of the terms, conditions, or specifications are modified by a written addendum or agreement
amendment. Provided, however, that no contractual relationship shall be established until the
Vendor has signed, and the Town has approved, a professional services agreement between the
Town and the Vendor in the form acceptable to the Town Attorney. A sample Professional
Services Agreement is included herein.
PART II. PROPOSAL FORMAT; SCORING
2.1 Evaluation Process. Each submittal will be reviewed for compliance with the
Proposal requirements by the Selection Committee. If necessary, the Selection Committee may
conduct oral interviews with up to three of the highest ranked Vendors based upon the Proposal
submittal scoring.
2.2 Proposal Format and Scoring. Proposals shall be organized and submitted in the
format as outlined below. Failure to conform to the designated format, standards and minimum
requirements may result in a determination that the Proposal is non-responsive. Additionally, the
Selection Committee will evaluate and award points to each Proposal based upon the evaluation
criteria as outlined in this document. Points listed below are the maximum number of points
possible for each criteria; there is no minimum number that the Selection Committee must
award.
A. General Information - 20 pts.
(1) One page cover letter as described in Subsection 1.2(C) (Required
Submittal).
(2) Provide Vendor identification information. Explain the Vendor’s
legal organization including the legal name, address, identification number and legal
form of the Vendor (e.g., partnership, corporation, joint venture, limited liability
company, sole proprietorship). If a joint venture, identify the members of the joint
venture and provide all of the information required under this section for each member.
If a limited liability company, provide the name of the member or members authorized to
act on the company’s behalf. If the Vendor is a wholly owned subsidiary of another
company, identify the parent company. If the corporation is a nonprofit corporation,
provide nonprofit documentation. Provide the name, address and telephone number of
the person to contact concerning the Proposal.
TOWN OF FOUNTAIN HILLS
SECTION A Public Works DEPARTMENT
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(3) Identify the location of the Vendor’s principal office and the local
work office, if different. Include any documentation that supports the Vendor’s authority
to provide services in Arizona.
(4) Provide a general description of the Vendor’s organization,
including years in business.
(5) Identify any contract or subcontract held by the Vendor or officers
of the Vendor that have been terminated within the last five years. Briefly describe the
circumstances and the outcome.
(6) Identify any claims arising from a contract which resulted in
litigation or arbitration within the last five years. Briefly describe the circumstances and
the outcome.
(7) Vendor Information Form (may be attached as separate appendix).
B. Experience and Qualifications of the Vendor - 20 pts.
(1) Provide a detailed description of the Vendor’s experience in
providing similar services to municipalities or other entities of a similar size to the Town,
specifically relating experience with respect to landscape services..
(2) Vendor must demonstrate successful completion of at least three
similar projects within the past 60 months. For the purpose of this Solicitation,
“successful completion” means completion of a project within the established schedule
and budget and “similar projects” resemble this project in size, nature and scope. Provide
a list of at least three organizations for which you successfully completed a similar
project. This list shall include, at a minimum, the following information:
(a) Name of company or organization.
(b) Contact name.
(c) Contact address, telephone number and e-mail address.
(d) Type of services provided.
(e) Dates of contract initiation and expiration.
These references will be checked, and it is Vendor’s responsibility to
ensure that all information is accurate and current. Vendor authorizes the Town’s
representative to verify all information from these references and releases all those
concerned from any liability in connection with the information they provide. Inability of
the Town to verify references shall result in the Proposal being considered non-
responsive.
(3) The Town’s representative may conduct any investigation deemed
necessary to determine the Vendor’s ability to perform the project. Vendors may be
requested to submit additional documentation within 72 hours (or as specified) to assist
the Town in its evaluation.
TOWN OF FOUNTAIN HILLS
SECTION A Public Works DEPARTMENT
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C. Key Positions - 20 pts.
(1) Identify each key personnel member that will render services to the
Town including title and relevant experience required, including the proposed project
manager and project staff.
(2) Indicate the roles and responsibilities of each key position. Include
senior members of the Vendor only from the perspective of what their role will be in
providing services to the Town.
(3) If a subcontractor will be used for all work of a certain type,
include information on this subcontractor. A detailed plan for providing supervision
must be included.
(4) Attach a résumé and evidence of certification, if any, for each key
personnel member and/or subcontractor to be involved in this project. Résumés should
be attached together as a single appendix at the end of the Proposal and will not count
toward the Proposal page limit. However, each resume shall not exceed two pages in
length.
D. Project Approach - 20 pts.
(1) Describe the Vendor’s approach to performing the required
Services in the Scope of Work described in the Professional Services Agreement in
Exhibit B, and its approach to contract management, including its perspective and
experience on partnering, customer service, quality control, scheduling and staff.
(2) Describe any alternate approaches if it is believed that such an
approach would best suit the needs of the Town. Include rationale for alternate
approaches, and indicate how the Vendor will ensure that all efforts are coordinated with
the Town’s Representatives.
F. Pricing - 20 pts.
Vendor shall submit the same number of copies of the Fee Proposal as described
in Subsection 1.2(F) (Pricing) with the Vendor’s Proposal with the signature of the representative
of the Vendor who is authorized to make such an offer. The Fee Proposal must be provided in
the format attached as Exhibit C of the Professional Services Agreement. The Fee Proposal shall
list the individual cost for each of the program expenses and shall be provided in a spreadsheet
format to enable the Town staff to determine (1) total labor hours, (2) key team member(s)
proposed for each task and sub-task and (3) number of management, engineering, technical,
drafting and support personnel hours proposed for the project. The hourly rate and staff
classification shall be included in the spreadsheet. Identify all other costs to be billed to the
project, including project expenses (no mark-up on expenses will be allowed) and subcontractor
fees.
Total Possible Points for Proposal: 100
TOWN OF FOUNTAIN HILLS
SECTION A Public Works DEPARTMENT
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PART III. ORAL INTERVIEWS; SCORING
In the event that a Vendor cannot be selected based solely on the Proposals submitted, up to three
Vendors may be selected for oral interviews. The selected Vendors will be invited to participate
in discussions with the Selection Committee on the date indicated on the cover page of this RFP
and awarded points based upon the criteria as outlined below. Vendors may be given additional
information for these oral interviews. These discussions will relate less to the past experience
and qualifications already detailed in the Proposals and relate more to identification of the
Vendor’s project approach and to an appraisal of the people who would be directly involved in
this Services for this RFP.
Oral Interview
20 Experience and Qualifications of the Vendor
40 Key Positions
40 Project Approach
100 Total Possible Points for Oral Interview
Total Points Possible for this RFP: 200
TOWN OF FOUNTAIN HILLS
SECTION A Public Works DEPARTMENT
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IV. VENDOR INFORMATION FORM
By submitting a Proposal, the submitting Vendor certifies that it has reviewed the administrative
information and draft of the Professional Services Agreement’s terms and conditions and, if
awarded the Agreement, agrees to be bound thereto.
VENDOR SUBMITTING PROPOSAL FEDERAL TAX ID NUMBER
PRINTED NAME AND TITLE AUTHORIZED SIGNATURE
ADDRESS TELEPHONE FAX #
CITY STATE ZIP DATE
WEB SITE: E-MAIL ADDRESS:
SMALL, MINORITY, DISADVANTAGED AND WOMEN-OWNED BUSINESS
ENTERPRISES (check appropriate item(s):
Small Business Enterprise (SBE)
Minority Business Enterprise (MBE)
Disadvantaged Business Enterprise (DBE)
Women-Owned Business Enterprise (WBE)
Has the Vendor been certified by any jurisdiction in Arizona as a minority or woman-owned
business enterprise?
If yes, please provide details and documentation of the certification.
TOWN OF FOUNTAIN HILLS
SECTION B Public Works DEPARTMENT
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered into
as of , 2020, between the Town of Fountain Hills, an Arizona municipal
corporation (the “Town”) and , a(n)
(the “Consultant”).
RECITALS
A. The Town issued a Request for Proposals, _____ “_______________” (the
“RFP”), a copy of which is on file in the Town Procurement Officer’s Office and incorporated
herein by reference, seeking proposals from vendors for _____________________ (the
“Services”).
B. The Consultant responded to the RFP by submitting a proposal (the “Proposal”),
attached hereto as Exhibit A and incorporated herein by reference, and the Town desires to enter
into an Agreement with the Consultant for the Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Town and the Consultant hereby agree as follows:
1. Term of Agreement. This Agreement shall be effective as of the date first set
forth above and shall remain in full force and effect until June 30, 2021 (the “Initial Term”),
unless terminated as otherwise provided in this Agreement. After the expiration of the Initial
Term, this Agreement may be renewed for up to four successive one-year terms (each, a
“Renewal Term”) if (i) it is deemed in the best interests of the Town, subject to availability and
appropriation of funds for renewal in each subsequent year, (ii) at least 30 days prior to the end
of the then-current term of this Agreement, the Consultant requests, in writing, to extend this
Agreement for an additional one-year term and (iii) the Town approves the additional one-year
term in writing (including any price adjustments approved as part of this Agreement), as
evidenced by the Town Manager’s signature thereon, which approval may be withheld by the
Town for any reason. The Consultant’s failure to seek a renewal of this Agreement shall cause
this Agreement to terminate at the end of the then-current term of this Agreement; provided,
however, that the Town may, at its discretion and with the agreement of the Consultant, elect to
waive this requirement and renew this Agreement. The Initial Term and any Renewal Term(s)
are collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this
Agreement shall remain in full force and effect.
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SECTION B Public Work DEPARTMENT
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2. Scope of Work. Consultant shall provide the Services as set forth in the Scope of
Work, attached hereto as Exhibit B and incorporated herein by reference.
3. Compensation. The Town shall pay Consultant an amount not to exceed $ .00
for the Services at the rates as set forth in the Fee Proposal, attached hereto as Exhibit C and
incorporated herein by reference.
4. Payments. The Town shall pay the Consultant monthly, based upon work
performed and completed to date, and upon submission and approval of invoices. All invoices
shall document and itemize all work completed to date. Each invoice statement shall include a
record of time expended and work performed in sufficient detail to justify payment.
5. Documents. All documents, including any intellectual property rights thereto,
prepared and submitted to the Town pursuant to this Agreement shall be the property of the
Town.
6. Consultant Personnel. Consultant shall provide adequate, experienced personnel,
capable of and devoted to the successful performance of the Services under this Agreement.
Consultant agrees to assign specific individuals to key positions. If deemed qualified, the
Consultant is encouraged to hire Town residents to fill vacant positions at all levels. Consultant
agrees that, upon commencement of the Services to be performed under this Agreement, key
personnel shall not be removed or replaced without prior written notice to the Town. If key
personnel are not available to perform the Services for a continuous period exceeding 30
calendar days, or are expected to devote substantially less effort to the Services than initially
anticipated, Consultant shall immediately notify the Town of same and shall, subject to the
concurrence of the Town, replace such personnel with personnel possessing substantially equal
ability and qualifications.
7. Inspection; Acceptance. All work shall be subject to inspection and acceptance
by the Town at reasonable times during Consultant’s performance. The Consultant shall provide
and maintain a self-inspection system that is acceptable to the Town.
8. Licenses; Materials. Consultant shall maintain in current status all federal, state
and local licenses and permits required for the operation of the business conducted by the
Consultant. The Town has no obligation to provide Consultant, its employees or subcontractors
any business registrations or licenses required to perform the specific services set forth in this
Agreement. The Town has no obligation to provide tools, equipment or material to Consultant.
9. Performance Warranty. Consultant warrants that the Services rendered will
conform to the requirements of this Agreement and with the care and skill ordinarily used by
members of the same profession practicing under similar circumstances at the same time and in
the same locality.
10. Indemnification. To the fullest extent permitted by law, the Consultant shall
indemnify, defend and hold harmless the Town and each council member, officer, employee or
agent thereof (the Town and any such person being herein called an “Indemnified Party”), for,
TOWN OF FOUNTAIN HILLS
SECTION B Public Work DEPARTMENT
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from and against any and all losses, claims, damages, liabilities, costs and expenses (including,
but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings)
to which any such Indemnified Party may become subject, under any theory of liability
whatsoever (“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out
of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or
omissions, in connection with the work or services of the Consultant, its officers, employees,
agents, or any tier of subcontractor in the performance of this Agreement. The amount and type
of insurance coverage requirements set forth below will in no way be construed as limiting the
scope of the indemnity in this Section.
11. Insurance.
11.1 General.
A. Insurer Qualifications. Without limiting any obligations or
liabilities of Consultant, Consultant shall purchase and maintain, at its own expense,
hereinafter stipulated minimum insurance with insurance companies authorized to do
business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with
an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town.
Failure to maintain insurance as specified herein may result in termination of this
Agreement at the Town’s option.
B. No Representation of Coverage Adequacy. By requiring insurance
herein, the Town does not represent that coverage and limits will be adequate to protect
Consultant. The Town reserves the right to review any and all of the insurance policies
and/or endorsements cited in this Agreement but has no obligation to do so. Failure to
demand such evidence of full compliance with the insurance requirements set forth in this
Agreement or failure to identify any insurance deficiency shall not relieve Consultant
from, nor be construed or deemed a waiver of, its obligation to maintain the required
insurance at all times during the performance of this Agreement.
C. Additional Insured. All insurance coverage, except Workers’
Compensation insurance and Professional Liability insurance, if applicable, shall name,
to the fullest extent permitted by law for claims arising out of the performance of this
Agreement, the Town, its agents, representatives, officers, directors, officials and
employees as Additional Insured as specified under the respective coverage sections of
this Agreement.
D. Coverage Term. All insurance required herein shall be maintained
in full force and effect until all work or services required to be performed under the terms
of this Agreement are satisfactorily performed, completed and formally accepted by the
Town, unless specified otherwise in this Agreement.
E. Primary Insurance. Consultant’s insurance shall be primary
insurance with respect to performance of this Agreement and in the protection of the
Town as an Additional Insured.
TOWN OF FOUNTAIN HILLS
SECTION B Public Work DEPARTMENT
B-4
F. Claims Made. In the event any insurance policies required by this
Agreement are written on a “claims made” basis, coverage shall extend, either by keeping
coverage in force or purchasing an extended reporting option, for three years past
completion and acceptance of the services. Such continuing coverage shall be evidenced
by submission of annual Certificates of Insurance citing applicable coverage is in force
and contains the provisions as required herein for the three-year period.
G. Waiver. All policies, except for Professional Liability, including
Workers’ Compensation insurance, shall contain a waiver of rights of recovery
(subrogation) against the Town, its agents, representatives, officials, officers and
employees for any claims arising out of the work or services of Consultant. Consultant
shall arrange to have such subrogation waivers incorporated into each policy via formal
written endorsement thereto.
H. Policy Deductibles and/or Self-Insured Retentions. The policies
set forth in these requirements may provide coverage that contains deductibles or self-
insured retention amounts. Such deductibles or self-insured retention shall not be
applicable with respect to the policy limits provided to the Town. Consultant shall be
solely responsible for any such deductible or self-insured retention amount.
I. Use of Subcontractors. If any work under this Agreement is
subcontracted in any way, Consultant shall execute written agreements with its
subcontractors containing the indemnification provisions set forth in this Section and
insurance requirements set forth herein protecting the Town and Consultant. Consultant
shall be responsible for executing any agreements with its subcontractors and obtaining
certificates of insurance verifying the insurance requirements.
J. Evidence of Insurance. Prior to commencing any work or services
under this Agreement, Consultant will provide the Town with suitable evidence of
insurance in the form of certificates of insurance and a copy of the declaration page(s) of
the insurance policies as required by this Agreement, issued by Consultant’s insurance
insurer(s) as evidence that policies are placed with acceptable insurers as specified herein
and provide the required coverages, conditions and limits of coverage specified in this
Agreement and that such coverage and provisions are in full force and effect.
Confidential information such as the policy premium may be redacted from the
declaration page(s) of each insurance policy, provided that such redactions do not alter
any of the information required by this Agreement. The Town shall reasonably rely upon
the certificates of insurance and declaration page(s) of the insurance policies as evidence
of coverage but such acceptance and reliance shall not waive or alter in any way the
insurance requirements or obligations of this Agreement. If any of the policies required
by this Agreement expire during the life of this Agreement, it shall be Consultant’s
responsibility to forward renewal certificates and declaration page(s) to the Town 30 days
prior to the expiration date. All certificates of insurance and declarations required by this
Agreement shall be identified by referencing the RFP number and title or this Agreement.
A $25.00 administrative fee shall be assessed for all certificates or declarations received
TOWN OF FOUNTAIN HILLS
SECTION B Public Work DEPARTMENT
B-5
without the appropriate RFP number and title or a reference to this Agreement, as
applicable. Additionally, certificates of insurance and declaration page(s) of the
insurance policies submitted without referencing the appropriate RFP number and title or
a reference to this Agreement, as applicable, will be subject to rejection and may be
returned or discarded. Certificates of insurance and declaration page(s) shall specifically
include the following provisions:
(1) The Town, its agents, representatives, officers, directors,
officials and employees are Additional Insureds as follows:
(a) Commercial General Liability – Under Insurance
Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent.
(b) Auto Liability – Under ISO Form CA 20 48 or
equivalent.
(c) Excess Liability – Follow Form to underlying
insurance.
(2) Consultant’s insurance shall be primary insurance with
respect to performance of this Agreement.
(3) All policies, except for Professional Liability, including
Workers’ Compensation, waive rights of recovery (subrogation) against Town, its
agents, representatives, officers, officials and employees for any claims arising
out of work or services performed by Consultant under this Agreement.
(4) ACORD certificate of insurance form 25 (2014/01) is
preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the
phrases in the cancellation provision “endeavor to” and “but failure to mail such
notice shall impose no obligation or liability of any kind upon the company, its
agents or representatives” shall be deleted. Certificate forms other than ACORD
form shall have similar restrictive language deleted.
11.2 Required Insurance Coverage.
A. Commercial General Liability. Consultant shall maintain
“occurrence” form Commercial General Liability insurance with an unimpaired limit of
not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed
Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy
shall cover liability arising from premises, operations, independent contractors, products-
completed operations, personal injury and advertising injury. Coverage under the policy
will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof,
including but not limited to, separation of insured’s clause. To the fullest extent allowed
by law, for claims arising out of the performance of this Agreement, the Town, its agents,
representatives, officers, officials and employees shall be cited as an Additional Insured
TOWN OF FOUNTAIN HILLS
SECTION B Public Work DEPARTMENT
B-6
under ISO, Commercial General Liability Additional Insured Endorsement form CG 20
10 03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to
include as an insured the person or organization shown in the Schedule, but only with
respect to liability arising out of “your work” for that insured by or for you.” If any
Excess insurance is utilized to fulfill the requirements of this subsection, such Excess
insurance shall be “follow form” equal or broader in coverage scope than underlying
insurance.
B. Vehicle Liability. Consultant shall maintain Business Automobile
Liability insurance with a limit of $1,000,000 each occurrence on Consultant’s owned,
hired and non-owned vehicles assigned to or used in the performance of the Consultant’s
work or services under this Agreement. Coverage will be at least as broad as ISO
coverage code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the
fullest extent allowed by law, for claims arising out of the performance of this
Agreement, the Town, its agents, representatives, officers, directors, officials and
employees shall be cited as an Additional Insured under ISO Business Auto policy
Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance
is utilized to fulfill the requirements of this subsection, such Excess insurance shall be
“follow form” equal or broader in coverage scope than underlying insurance.
C. Professional Liability. If this Agreement is the subject of any
professional services or work, or if the Consultant engages in any professional services or
work in any way related to performing the work under this Agreement, the Consultant
shall maintain Professional Liability insurance covering negligent errors and omissions
arising out of the Services performed by the Consultant, or anyone employed by the
Consultant, or anyone for whose negligent acts, mistakes, errors and omissions the
Consultant is legally liable, with an unimpaired liability insurance limit of $2,000,000
each claim and $2,000,000 annual aggregate.
D. Workers’ Compensation Insurance. Consultant shall maintain
Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction over Consultant’s employees engaged in the performance of
work or services under this Agreement and shall also maintain Employers Liability
Insurance of not less than $500,000 for each accident, $500,000 disease for each
employee and $1,000,000 disease policy limit.
11.3 Cancellation and Expiration Notice. Insurance required herein shall not
expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town.
12. Termination; Cancellation.
12.1 For Town’s Convenience. This Agreement is for the convenience of the
Town and, as such, may be terminated without cause after receipt by Consultant of written notice
by the Town. Upon termination for convenience, Consultant shall be paid for all undisputed
services performed to the termination date.
TOWN OF FOUNTAIN HILLS
SECTION B Public Work DEPARTMENT
B-7
12.2 For Cause. If either party fails to perform any obligation pursuant to this
Agreement and such party fails to cure its nonperformance within 30 days after notice of
nonperformance is given by the non-defaulting party, such party will be in default. In the event
of such default, the non-defaulting party may terminate this Agreement immediately for cause
and will have all remedies that are available to it at law or in equity including, without limitation,
the remedy of specific performance. If the nature of the defaulting party’s nonperformance is
such that it cannot reasonably be cured within 30 days, then the defaulting party will have such
additional periods of time as may be reasonably necessary under the circumstances, provided the
defaulting party immediately (A) provides written notice to the non-defaulting party and (B)
commences to cure its nonperformance and thereafter diligently continues to completion the cure
of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of
such termination for cause, payment shall be made by the Town to the Consultant for the
undisputed portion of its fee due as of the termination date.
12.3 Due to Work Stoppage. This Agreement may be terminated by the Town
upon 30 days’ written notice to Consultant in the event that the Services are permanently
abandoned. In the event of such termination due to work stoppage, payment shall be made by
the Town to the Consultant for the undisputed portion of its fee due as of the termination date.
12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ.
REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further
obligations by the Town or any of its departments or agencies if any person significantly
involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the
Town or any of its departments or agencies is, at any time while this Agreement or any extension
of this Agreement is in effect, an employee of any other party to this Agreement in any capacity
or a consultant to any other party of this Agreement with respect to the subject matter of this
Agreement.
12.5 Gratuities. The Town may, by written notice to the Consultant, cancel this
Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future
employment, entertainment, gifts or otherwise, were offered or given by the Consultant or any
agent or representative of the Consultant to any officer, agent or employee of the Town for the
purpose of securing this Agreement. In the event this Agreement is canceled by the Town
pursuant to this provision, the Town shall be entitled, in addition to any other rights and
remedies, to recover and withhold from the Consultant an amount equal to 150% of the gratuity.
12.6 Agreement Subject to Appropriation. This Agreement is subject to the
provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of
this Agreement for payment of funds by the Town shall be effective when funds are appropriated
for purposes of this Agreement and are actually available for payment. The Town shall be the
sole judge and authority in determining the availability of funds under this Agreement and the
Town shall keep the Consultant fully informed as to the availability of funds for this Agreement.
The obligation of the Town to make any payment pursuant to this Agreement is a current
expense of the Town, payable exclusively from such annual appropriations, and is not a general
obligation or indebtedness of the Town. If the Town Council fails to appropriate money
sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding
TOWN OF FOUNTAIN HILLS
SECTION B Public Work DEPARTMENT
B-8
fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town
and the Consultant shall be relieved of any subsequent obligation under this Agreement.
13. Miscellaneous.
13.1 Independent Contractor. It is clearly understood that each party will act in
its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the
other. An employee or agent of one party shall not be deemed or construed to be the employee
or agent of the other for any purpose whatsoever. The Consultant acknowledges and agrees that
the Services provided under this Agreement are being provided as an independent contractor, not
as an employee or agent of the Town. Consultant, its employees and subcontractors are not
entitled to workers’ compensation benefits from the Town. The Town does not have the
authority to supervise or control the actual work of Consultant, its employees or subcontractors.
The Consultant, and not the Town, shall determine the time of its performance of the services
provided under this Agreement so long as Consultant meets the requirements of its agreed Scope
of Work as set forth in Section 2 above and Exhibit B. Consultant is neither prohibited from
entering into other contracts nor prohibited from practicing its profession elsewhere. Town and
Consultant do not intend to nor will they combine business operations under this Agreement.
13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of
the State of Arizona and suit pertaining to this Agreement may be brought only in courts in
Maricopa County, Arizona.
13.3 Laws and Regulations. Consultant shall keep fully informed and shall at
all times during the performance of its duties under this Agreement ensure that it and any person
for whom the Consultant is responsible abides by, and remains in compliance with, all rules,
regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the
following: (A) existing and future Town and County ordinances and regulations; (B) existing and
future State and Federal laws; and (C) existing and future Occupational Safety and Health
Administration standards.
13.4 Amendments. This Agreement may be modified only by a written
amendment signed by persons duly authorized to enter into contracts on behalf of the Town and
the Consultant.
13.5 Provisions Required by Law. Each and every provision of law and any
clause required by law to be in this Agreement will be read and enforced as though it were
included herein and, if through mistake or otherwise any such provision is not inserted, or is not
correctly inserted, then upon the application of either party, this Agreement will promptly be
physically amended to make such insertion or correction.
13.6 Severability. The provisions of this Agreement are severable to the extent
that any provision or application held to be invalid by a Court of competent jurisdiction shall not
affect any other provision or application of this Agreement which may remain in effect without
the invalid provision or application.
TOWN OF FOUNTAIN HILLS
SECTION B Public Work DEPARTMENT
B-9
13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement
represents the entire agreement of the parties with respect to its subject matter, and all previous
agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and
superseded by this Agreement. No representations, warranties, inducements or oral agreements
have been made by any of the parties except as expressly set forth herein, or in any other
contemporaneous written agreement executed for the purposes of carrying out the provisions of
this Agreement. This Agreement shall be construed and interpreted according to its plain
meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting
this Agreement. The parties acknowledge and agree that each has had the opportunity to seek
and utilize legal counsel in the drafting of, review of, and entry into this Agreement.
13.8 Assignment; Delegation. No right or interest in this Agreement shall be
assigned or delegated by Consultant without prior, written permission of the Town, signed by the
Town Manager. Any attempted assignment or delegation by Consultant in violation of this
provision shall be a breach of this Agreement by Consultant.
13.9 Subcontracts. No subcontract shall be entered into by the Consultant with
any other party to furnish any of the material or services specified herein without the prior
written approval of the Town. The Consultant is responsible for performance under this
Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely
manner pursuant to any subcontract shall be a material breach of this Agreement by Consultant.
13.10 Rights and Remedies. No provision in this Agreement shall be construed,
expressly or by implication, as waiver by the Town of any existing or future right and/or remedy
available by law in the event of any claim of default or breach of this Agreement. The failure of
the Town to insist upon the strict performance of any term or condition of this Agreement or to
exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or
the Town’s acceptance of and payment for services, shall not release the Consultant from any
responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a
waiver of any right of the Town to insist upon the strict performance of this Agreement.
13.11 Attorneys’ Fees. In the event either party brings any action for any relief,
declaratory or otherwise, arising out of this Agreement or on account of any breach or default
hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’
fees and reasonable costs and expenses, determined by the court sitting without a jury, which
shall be deemed to have accrued on the commencement of such action and shall be enforced
whether or not such action is prosecuted through judgment.
13.12 Liens. All materials or services shall be free of all liens and, if the Town
requests, a formal release of all liens shall be delivered to the Town.
13.13 Offset.
A. Offset for Damages. In addition to all other remedies at law or
equity, the Town may offset from any money due to the Consultant any amounts
Consultant owes to the Town for damages resulting from breach or deficiencies in
performance or breach of any obligation under this Agreement.
TOWN OF FOUNTAIN HILLS
SECTION B Public Work DEPARTMENT
B-10
B. Offset for Delinquent Fees or Taxes. The Town may offset from
any money due to the Consultant any amounts Consultant owes to the Town for
delinquent fees, transaction privilege taxes and property taxes, including any interest or
penalties.
13.14 Notices and Requests. Any notice or other communication required or
permitted to be given under this Agreement shall be in writing and shall be deemed to have been
duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S.
Mail, registered or certified, return receipt requested, to the address set forth below or (C) given
to a recognized and reputable overnight delivery service, to the address set forth below:
If to the Town: Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Attn: Grady E. Miller, Town Manager
With copy to: Pierce Coleman PLLC
4711 East Falcon Drive, Suite 111
Mesa, Arizona 85215
Attn: Aaron D. Arnson, Town Attorney
If to Consultant:
Attn:
or at such other address, and to the attention of such other person or officer, as any party may
designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed
received (A) when delivered to the party, (B) three business days after being placed in the U.S.
Mail, properly addressed, with sufficient postage or (C) the following business day after being
given to a recognized overnight delivery service, with the person giving the notice paying all
required charges and instructing the delivery service to deliver on the following business day. If
a copy of a notice is also given to a party’s counsel or other recipient, the provisions above
governing the date on which a notice is deemed to have been received by a party shall mean and
refer to the date on which the party, and not its counsel or other recipient to which a copy of the
notice may be sent, is deemed to have received the notice.
13.15 Confidentiality of Records. The Consultant shall establish and maintain
procedures and controls that are acceptable to the Town for the purpose of ensuring that
information contained in its records or obtained from the Town or from others in carrying out its
obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or
employees, except as required to perform Consultant’s duties under this Agreement. Persons
requesting such information should be referred to the Town. Consultant also agrees that any
TOWN OF FOUNTAIN HILLS
SECTION B Public Work DEPARTMENT
B-11
information pertaining to individual persons shall not be divulged other than to employees or
officers of Consultant as needed for the performance of duties under this Agreement.
13.16 Records and Audit Rights. To ensure that the Consultant and its
subcontractors are complying with the warranty under subsection 13.17 below, Consultant’s and
its subcontractor’s books, records, correspondence, accounting procedures and practices, and any
other supporting evidence relating to this Agreement, including the papers of any Consultant and
its subcontractors’ employees who perform any work or services pursuant to this Agreement (all
of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to
audit and/or reproduction during normal working hours by the Town, to the extent necessary to
adequately permit (A) evaluation and verification of any invoices, payments or claims based on
Consultant’s and its subcontractors’ actual costs (including direct and indirect costs and overhead
allocations) incurred, or units expended directly in the performance of work under this
Agreement and (B) evaluation of the Consultant’s and its subcontractors’ compliance with the
Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary
for the Town to audit Records as set forth in this subsection, Consultant and its subcontractors
hereby waive any rights to keep such Records confidential. For the purpose of evaluating or
verifying such actual or claimed costs or units expended, the Town shall have access to said
Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement
for the duration of the work and until three years after the date of final payment by the Town to
Consultant pursuant to this Agreement. Consultant and its subcontractors shall provide the Town
with adequate and appropriate workspace so that the Town can conduct audits in compliance
with the provisions of this subsection. The Town shall give Consultant or its subcontractors
reasonable advance notice of intended audits. Consultant shall require its subcontractors to
comply with the provisions of this subsection by insertion of the requirements hereof in any
subcontract pursuant to this Agreement.
13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT.
§ 41-4401, the Consultant and its subcontractors warrant compliance with all federal
immigration laws and regulations that relate to their employees and their compliance with the E-
verify requirements under ARIZ. REV. STAT. § 23-214(A). Consultant’s or its subcontractors’
failure to comply with such warranty shall be deemed a material breach of this Agreement and
may result in the termination of this Agreement by the Town.
13.18 Israel. Consultant certifies that it is not currently engaged in, and agrees
for the duration of this Agreement that it will not engage in a “boycott,” as that term is defined in
ARIZ. REV. STAT. § 35-393, of Israel.
13.19 Conflicting Terms. In the event of any inconsistency, conflict or
ambiguity among the terms of this Agreement, the Scope of Work, any Town-approved Purchase
Order, the Fee Proposal, the RFP and the Consultant’s Proposal, the documents shall govern in
the order listed herein.
13.20 Non-Exclusive Contract. This Agreement is entered into with the
understanding and agreement that it is for the sole convenience of the Town. The Town reserves
the right to obtain like goods and services from another source when necessary.
TOWN OF FOUNTAIN HILLS
SECTION B Public Work DEPARTMENT
B-12
13.21 Cooperative Purchasing. Specific eligible political subdivisions and
nonprofit educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted
to utilize procurement agreements developed by the Town, at their discretion and with the
agreement of the awarded Consultant. Consultant may, at its sole discretion, accept orders from
Eligible Procurement Unit(s) for the purchase of the Materials and/or Services at the prices and
under the terms and conditions of this Agreement, in such quantities and configurations as may
be agreed upon between the parties. All cooperative procurements under this Agreement shall be
transacted solely between the requesting Eligible Procurement Unit and Consultant. Payment for
such purchases will be the sole responsibility of the Eligible Procurement Unit. The exercise of
any rights, responsibilities or remedies by the Eligible Procurement Unit shall be the exclusive
obligation of such unit. The Town assumes no responsibility for payment, performance or any
liability or obligation associated with any cooperative procurement under this Agreement. The
Town shall not be responsible for any disputes arising out of transactions made by others.
13.22 Special Provisions. [Add here – if any].
[SIGNATURES ON FOLLOWING PAGES]
TOWN OF FOUNTAIN HILLS
SECTION B Public Work DEPARTMENT
B-13
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and
year first set forth above.
“Town”
TOWN OF FOUNTAIN HILLS,
an Arizona municipal corporation
Grady E. Miller, Town Manager
ATTEST:
Elizabeth A. Burke, Town Clerk
APPROVED AS TO FORM:
Aaron D. Arnson, Town Attorney
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On ___________________, 2020, before me personally appeared Grady E. Miller, the Town
Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose
identity was proven to me on the basis of satisfactory evidence to be the person who he claims to
be, and acknowledged that he signed the above document, on behalf of the Town of Fountain
Hills.
Notary Public
(Affix notary seal here)
TOWN OF FOUNTAIN HILLS
SECTION B Public Work DEPARTMENT
B-14
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
TOWN OF FOUNTAIN HILLS
SECTION B Public Work DEPARTMENT
B-15
“Consultant”
_____________________________,
a(n) ___________________________
By:
Name:
Title:
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On ________________________, 2020, before me personally appeared _____________
________________________, the _____________________ of _________________________,
a(n) _____________ __________________, whose identity was proven to me on the basis of
satisfactory evidence to be the person who he/she claims to be, and acknowledged that he/she
signed the above document on behalf of the ________________________.
Notary Public
(Affix notary seal here)
16
EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
[Consultant’s Proposal]
See following pages.
1
EXHIBIT B
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
[Scope of Work]
Vendor will provide landscape maintenance for the Cottonwoods district which will consist of
the following:
Pruning
Weeding
Trimming Trees
Blowing
Raking
Applying Herbicide (when necessary)
Ensuring Adequate Water Delivery
2
EXHIBIT C
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
[Fee Proposal]
See following page(s).