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HomeMy WebLinkAbout2025.0603.TCRCMD.Agenda.Packet       NOTICE OF MEETING REGULAR MEETING COTTONWOODS MAINTENANCE DISTRICT   Board Chairman Gerry M. Friedel Board Vice Chairman Hannah Larrabee Board Member Gayle Earle Board Member Brenda Kalivianakis Board Member Rick Watts Board Member Peggy McMahon Board Member Allen Skillicorn   TIME:5:20 P.M. - REGULAR MEETING WHEN:TUESDAY, JUNE 3, 2025 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 Request to Comment Card no later than 12:00 p.m. on the day prior to the meeting. These comments will be shared with the Board.          1.CALL TO ORDER- Chairman Gerry M. Friedel      2.ROLL CALL - Chairman Gerry M. Friedel      3.CONSIDERATION AND POSSIBLE ACTION: Approving the minutes for the Cottonwood Maintenance District Board Regular Meeting of May 6, 2025.   4.PUBLIC HEARING, CONSIDERATION AND POSSIBLE ADOPTION:  Approving Resolution CMD 2025-02,  the Final Budget for the Cottonwoods Maintenance District for the fiscal year beginning July 1, 2025 and ending June 30, 2026.   5.CONSIDERATION AND POSSIBLE ACTION: Approving Professional Services Agreement 2025-069 with Verde Valley Landscaping for the Cottonwoods Maintenance District.   6.ADJOURNMENT        Dated this  29 Day of May 2025. /s/ Bevelyn J. Bender, 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 Board with this agenda are available for review in the Clerk's Office. ITEM 3. TOWN OF FOUNTAIN HILLS STAFF REPORT    Meeting Date: 06/03/2025 Meeting Type: Cottonwoods Maintenance District Agenda Type:                   Submitting Department: Administration Prepared by: Request to Cottonwoods Maintenance District (Agenda Language):  CONSIDERATION AND POSSIBLE ACTION: Approving the minutes for the Cottonwood Maintenance District Board Regular Meeting of May 6, 2025. 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 Board Meeting of May 6, 2025. SUGGESTED MOTION MOVE to approve the minutes of the Cottonwood Maintenance District Board Meeting of May 6, 2025, as presented. Attachments VERBATIM TRANSCRIPT  TOWN OF FOUNTAIN HILLS MINUTES OF THE REGULAR BOARD MEETING OF THE COTTONWOODS MAINTENANCE DISTRICT May 6, 2025 A Regular Meeting of the Fountain Hills Cottonwoods Maintenance District Board was convened at 16705 E. Avenue of the Fountains in open and public session at 5:20 p.m. Members Present: Board Chairman Gerry M. Friedel; Board Vice Chairman Hannah Larrabee; Board Member Gayle Earle; Board Member Brenda Kalivianakis; Board Member Rick Watts; Board Member Peggy McMahon; Board Member Allen Skillicorn Staff Present: District Manager Rachael Goodwin; District Attorney Robert Wingo; District Clerk Bevelyn Bender TOWN OF FOUNTAIN HILLS MAY 6, 2025 COTTOWOOD MAINTENANCE DISTRICT REGULAR BOARD MEETING MINUTES Page 1 of 6 Post-Production File Town of Fountain Hills Regular Meeting Minutes Cottonwood Maintenance District Board May 6, 2025 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 MAY 6, 2025 COTTOWOOD MAINTENANCE DISTRICT REGULAR BOARD MEETING MINUTES Page 2 of 6 MAYOR FRIEDEL: I'd like to open a hearing for our Cottonwoods Maintenance District, so I'm going to call this to order. Roll call, please. BENDER: Chairman Friedel? MAYOR FRIEDEL: Present. BENDER: Vice Chair Larrabee? LARRABEE: Present. BENDER: Board Member Earle? EARLE: Present. BENDER: Board Member Kalivianakis is just -- is here but not in the room at the moment. Board Member Watts? WATTS: Here. BENDER: Board Member McMahon? MCMAHON: Here. BENDER: And Board Member Skillicorn? SKILLICORN: Here. BENDER: Mayor, you have a quorum. MAYOR FRIEDEL: Thank you. Okay. So we have Consideration and Possible Action for the approval of the minutes of the Cottonwood Maintenance District from the regular meetings of June 4th, 2024, and June 18th, 2024. I need a motion for approval and a second, please. EARLE: I motion for approval. LARRABEE: Second. MAYOR FRIEDEL: A motion and second. Are there any comment cards, Town Clerk? BENDER: No, Chairman. MAYOR FRIEDEL: Thank you. Can we get a roll call vote, please? BENDER: Board Member Skillicorn? SKILLICORN: Yes. TOWN OF FOUNTAIN HILLS MAY 6, 2025 COTTOWOOD MAINTENANCE DISTRICT REGULAR BOARD MEETING MINUTES Page 3 of 6 BENDER: Board Member McMahon? MCMAHON: Aye. BENDER: Board Member Watts? WATTS: Aye. BENDER: Board Member Earle? EARLE: Aye. BENDER: Board Member Kalivianakis is not in the room yet. Vice Chair Larrabee? LARRABEE: Aye. BENDER: And Chairman Friedel? MAYOR FRIEDEL: Aye. BENDER: Mayor, six-zero. MAYOR FRIEDEL: Thank you. And I see Paul's on deck. So Paul, you want to go ahead and start your presentation? SOLDINGER: Yes. Chairman and Board, good evening. Thank you for the opportunity tonight. This should be pretty brief, hopefully. Tonight is the first of three meetings for the Cottonwoods Maintenance District. This one tonight is discussing the tentative fiscal year 2026 budget for $15,605, which includes landscaping costs on your screen, administrative costs, some miscellaneous supply costs, and contingency. The budget will be accompanied by a tax levy upon the 58 parcels within the district. That raises about $11,606 to support this budget as well as existing fund balance, and tonight's resolution will direct staff to send out public notice that will be mailed to the residents of the district. So with that, if you have any questions, I'd be happy to answer them. MAYOR FRIEDEL: Seeing none, we need a motion to -- and a second, please. LARRABEE: So moved. EARLE: Second. MAYOR FRIEDEL: We have a motion and a second. Roll call, please. BENDER: Board Member McMahon? TOWN OF FOUNTAIN HILLS MAY 6, 2025 COTTOWOOD MAINTENANCE DISTRICT REGULAR BOARD MEETING MINUTES Page 4 of 6 MCMAHON: Aye. BENDER: Board Member Skillicorn? SKILLICORN: Yes. BENDER: Board Member Kalivianakis is not in the room yet. Board Member Earle? EARLE: Aye. BENDER: Board Member Watts? WATTS: Aye. BENDER: Vice Chair Larrabee? LARRABEE: Aye. BENDER: And Chairman Friedel? MAYOR FRIEDEL: Aye. BENDER: Six-zero. MAYOR FRIEDEL: Thank you. And having that been completed, we need to adjourn that meeting. So can I get a motion for adjournment and a second? LARRABEE: Move to adjourn. EARLE: Second. MAYOR FRIEDEL: Roll call vote, please. BENDER: Board Member Skillicorn? SKILLICORN: Yes. BENDER: Board Member McMahon? MCMAHON: Aye. BENDER: Board Member Watts? WATTS: Aye. BENDER: Board Member Earle? EARLE: Aye. BENDER: Board Member Kalivianakis is not in the room. Vice Chair Larrabee? LARRABEE: Aye. TOWN OF FOUNTAIN HILLS MAY 6, 2025 COTTOWOOD MAINTENANCE DISTRICT REGULAR BOARD MEETING MINUTES Page 5 of 6 BENDER: And Chairman Friedel? MAYOR FRIEDEL: Aye. BENDER: Six-zero. TOWN OF FOUNTAIN HILLS MAY 6, 2025 COTTOWOOD MAINTENANCE DISTRICT REGULAR BOARD MEETING MINUTES Page 6 of 6 HAVING NO FURTHER BUSINESS, BOARD CHAIRMAN GERRY M. FRIEDEL ADJOURNED THE REGULAR MEETING OF THE COTTONWOODS MAINTENANCE DISTRICT BOARD HELD ON MAY 6, 2025, AT 5:23 P.M. APPROVED: ____________________________________ GERRY M. FRIEDEL, CHAIRMAN ATTEST: ____________________________________ BEVELYN BENDER, DISTRICT CLERK CERTIFICATION I HEREBY CERTIFY THAT THE FOREGOING MINUTES ARE A TRUE AND CORRECT COPY OF THE MINUTES OF THE REGULAR COTTONWOODS MAINTENANCE DISTRICT COUNCIL MEETING OF THE TOWN COUNCIL, FOUNTAIN HILLS, ARIZONA HELD ON MAY 6, 2025. I FURTHER CERTIFY THAT THE MEETING WAS DULY CALLED AND HELD AND THAT A QUORUM WAS PRESENT. ________________________________ BEVELYN BENDER, DISTRICT CLERK ITEM 4. TOWN OF FOUNTAIN HILLS STAFF REPORT    Meeting Date: 06/03/2025 Meeting Type: Cottonwoods Maintenance District Agenda Type:                   Submitting Department: Administration Prepared by: Paul Soldinger, Chief Financial Officer Request to Cottonwoods Maintenance District (Agenda Language):  PUBLIC HEARING, CONSIDERATION AND POSSIBLE ADOPTION:  Approving Resolution CMD 2025-02,  the Final Budget for the Cottonwoods Maintenance District for the fiscal year beginning July 1, 2025 and ending June 30, 2026. Staff Summary (Background) The Tentative Budget for the Cottonwoods Maintenance District was approved by the Board of Directors on May 6, 2025. Approval of this Resolution will adopt the Final Budget of the District for the fiscal year beginning July 1, 2025 and ending June 30, 2026. Related Ordinance, Policy or Guiding Principle A.R.S. § 48-574 and § 48-575 Risk Analysis If the Resolution is not approved, the maintenance costs for the Cottonwoods Maintenance District will not be recovered for the fiscal year. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends approval of Resolution CMD 2025-02. SUGGESTED MOTION MOVE to adopt Resolution CMD 2025-02. Attachments RESCMD2025.02  EXHIBIT A  Presentation  RESOLUTION CMD 2025-02 A RESOLUTION OF THE BOARD OF THE COTTONWOODS MAINTENANCE DISTRICT, MARICOPA COUNTY, ARIZONA, APPROVING THE FINAL BUDGET OF THE DISTRICT FOR THE FISCAL YEAR BEGINNING JULY 1, 2025 AND ENDING JUNE 30, 2026 RECITALS: WHEREAS, the provisions of ARIZ. REV. STAT. §§ 48-574 and 48-575 allow for the assessment of maintenance charges upon the lots and parcels within an improvement district and for such assessments to be collected in the manner and by the officers provided by law for the collection and enforcement of general taxes; and WHEREAS, pursuant to ARIZ. REV. STAT. §§ 48-574(E) and 48-575(E), on May 6, 2025, the Board of Directors of the Cottonwoods Maintenance District (the “Board”) approved Resolution CMD 2025-01, which (i) adopted the statements and schedules attached as Exhibit A and incorporated therein by reference as the tentative budget for the Cottonwoods Maintenance District, Maricopa County, Arizona, (the “District”) for the fiscal year 2025-26 and (ii) authorized and directed the District Clerk to cause to be (a) mailed to the governing body of the Town of Fountain Hills and all persons owning real property within the District and (b) published in a manner prescribed by law, a notice that the Board would meet on June 3, 2025, for the purpose of conducting a final hearing for District taxpayers on the statements and estimates of the District expenditures filed with the District Clerk; and WHEREAS, proper notice was given by (i) publication in the Fountain Hills Times on May 14, 2025, and May 21, 2025, and (ii) first class mail to all persons owning real property in the District on May 8, 2025; and WHEREAS, on June 3, 2025, the Board held a public hearing to allow taxpayers of the District to voice their comments in favor of or against any proposed expenditures and assessments; and WHEREAS, any person owning real property affected by the assessment who had any objection to the legality of the assessment or to any of the previous proceedings connected therewith was given the opportunity to appear before the Board at the hearing to present any further objections. ENACTMENTS: NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COTTONWOODS MAINTENANCE DISTRICT, as follows: SECTION 1. The recitals above are hereby incorporated as if fully set forth herein. SECTION 2. The Board has heard all objections and has determined that (i) such objections do not provide a basis for a modification of the statements and schedules attached hereto as Exhibit A and (ii) any informalities or irregularities which may have occurred in the adoption process for the District budget have been properly remedied. RESOLUTION 2025-02 PAGE 2 SECTION 3. The statements and schedules attached hereto as Exhibit A and incorporated herein by this reference, are hereby approved for the purpose as hereinafter set forth as the final budget for the District for the fiscal year 2025-26. 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 are hereby filed with the District Clerk. SECTION 4. The District Chairperson, the District Clerk, and the District Counsel are hereby authorized and directed to take all steps necessary to carry out the purpose and intent of this Resolution. PASSED AND ADOPTED by the Board of Directors of the Cottonwoods Maintenance District, Maricopa County, Arizona, June 3, 2025. DISTRICT CHAIRPERSON ATTEST: DISTRICT CLERK APPROVED AS TO FORM: DISTRICT COUNSEL EXHIBIT A TO RESOLUTION CMD 2025-02 [Final Budget] For the Fiscal Year Ended Revenues June 30, 2026 Tax Levy at $200.10 per property owner 11,606$ Investment Earnings 400 TOTAL 12,006$ Expenses Annual Landscape Maintenance Cost 8,970$ Annual Reserve for Exterior Wall Maintenance 1,280 Reserve Fund - Postage 50 Advertising 250 Administrative Fee (10%) 1,055 Contingency (from Reserve if needed) 4,000 TOTAL 15,605$ FINAL BUDGET FISCAL YEAR 2025-2026 COTTONWOODS MAINTENANCE DISTRICT Cottonwoods Maintenance District •6/3/2025 Final Budget Adoption • This is the 2 nd of 3 public meetings • Consideration of tax levy on 6/17/2025 • $15,605 for FY2026 Budget • $8,970 for landscaping contract • $1,355 for admin costs and supplies(postage, advertising, admin fee) • $4,000 for contingency ITEM 5. TOWN OF FOUNTAIN HILLS STAFF REPORT    Meeting Date: 06/03/2025 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 Professional Services Agreement 2025-069 with Verde Valley Landscaping for the Cottonwoods Maintenance District. Staff Summary (Background) Background: The Cottonwoods Maintenance District was established in 1998 via Resolution 1998-08, with the Town Mayor and Council designated as the Governing Board. The district's purpose is to oversee and maintain landscape improvements within the Cottonwoods subdivision. Funding Mechanism: Property owners within the district are assessed an annual fee that covers:  Ongoing landscape maintenance. A reserve for repainting the perimeter wall of the subdivision every ten years. The annual assessment notice for the current fiscal year is attached for Council review. Current Landscape Contract:  The existing maintenance contract with Verde Valley Landscape is set to expire on June 30, 2025. Verde Valley Landscape has provided services under this contract for the past nine years. No further renewal options remain under the current agreement. Procurement Process for New Contract:  The Town issued an Invitation for Bids (IFB-2025-005) on April 2, 2025. The solicitation was publicly posted on the Town website, Fountain Hills Times, and the Arizona Business Gazette. Bid opening occurred on Thursday, May 1, 2025, at 12:05 PM. Below are the bid results as received: BrightView Landscape Services, Inc.   $990.00 Verde Valley Landscaping,                  $610.00 Mariposa Landscape Arizona              $1,025.00 WCD Enterprises, LLC                       $375.00   Staff are requesting Council approval for an amount not to exceed $50,000 over the life of the agreement, based on the rates outlined in the Fee Proposal. The annual cost for maintenance, including both pre-emergent and post-emergent treatment, is $8,220.00. Additional items listed in the bid tab include the removal of damaged trees, plants, and shrubs. Notably, no trees, plants, or shrubs have been replaced in over twenty years. To address this long-standing issue, staff have added a line item to the bid tab to allocate funding for the replacement of missing trees, plants, and shrubs. This line item includes clearly defined pricing to ensure transparency and accountability.   Related Ordinance, Policy or Guiding Principle Ordinance 1998-08 which established the Cottonwoods Maintenance District. Risk Analysis Not proceeding with a contract will delay landscape maintenance activities for the Cottonwoods District neighborhood. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Based on the bids received, WCD Enterprises, LLC, submitted the lowest overall pricing. However, their bid includes $0.00 for both seasonal pre- and post-emergent weed control applications, which raises concerns about service completeness and long-term maintenance quality. Staff have reviewed all proposals and recommend awarding the contract to Lalla Salma LLC dba Verde Valley Landscaping, based on a combination of competitive pricing, responsiveness to the full scope of services, and demonstrated ability to meet the maintenance needs of the district.   SUGGESTED MOTION MOVE to approve Professional Services Agreement 2025-069 with Verde Valley Landscaping, for the Cottonwoods Maintenance District in the amount not to exceed $50,000 over the life of the agreement Fiscal Impact Fiscal Impact:$8,220.00 - $50,000 Budget Reference:FY 26 Funding Source:COTMD If Multiple Funds utilized, list here:N/A Budgeted: if No, attach Budget Adjustment Form:N/A Attachments PROFESSIONAL SERVICES AGREEMENT  Vendor Proposal  Invitation For Bids  Bid results  Tax Levy  Contract No. 2025-069 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND LALLA SALMA, LLC DBA VERDE VALLEY LANDSCAPING THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered into upon execution, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Lalla Salma, LLC, an Arizona limited liability company, d/b/a Verde Valley Landscaping (the “Vendor”). RECITALS A.The Town issued Invitation for Bids (IFB) No. 2025-005 (the “IFB”), a copy of which is on file with the Town and incorporated herein by reference, seeking bids for the manufacture and installation of wayfinding signs (the “Services”). B.The Vendor responded to the IFB by submitting a proposal (the “Proposal”), attached hereto as Exhibit A and incorporated herein by reference. C.The Town desires to enter into an Agreement with the Vendor to perform theServices, as set forth below. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Vendor hereby agree as follows: 1.Term of Agreement. This Agreement shall be effective as of the date of executionand attested to by the Town Clerk pursuant to Section 3-3-31 of the Town Code, and shall remain in full force and effect until May 1, 2026 (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 four successive one-year terms (the “Renewal Term”) if (i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal, (ii) at least 30 days prior to the end of the then-current term of this Agreement, the Vendor 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 Vendor’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 Vendor, elect to waive this requirement and renew this Agreement. The Initial Term and the Renewal Term are collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect. 2. Scope of Work. This is an indefinite quantity and indefinite delivery Agreement for Services (Exhibit A) as previously set forth herein. Services shall only be provided when the Town identifies a need and proper authorization and documentation have been approved. For project(s) determined by the Town to be appropriate for this Agreement, the Vendor shall provide the Services to the Town on an as-required basis relating to the specific Services as may be agreed upon between the parties in writing, in the form of a written acknowledgment between the parties describing the Services to be provided (each, a “Work Order”). Each Work Order issued for Services pursuant to this Agreement shall be (i) in the form provided and approved by the Town for the Services, (ii) contain a reference to this Agreement and (iii) be attached to hereto as Exhibit B and incorporated herein by reference. By signing this Agreement, Vendor acknowledges and agrees that Work Order(s) containing unauthorized exceptions, conditions, limitations, or provisions in conflict with the terms of this Agreement, other than Town's project-specific requirements, are hereby expressly declared void and shall be of no force and effect. The Town does not guarantee any minimum or maximum amount of Services will be requested under this Agreement. 3. Compensation. The Town shall pay the Vendor an aggregate amount not to exceed $50,000 at the rates set forth in the Fee Proposal attached hereto as Exhibit A and incorporated herein by reference. All remaining terms and conditions of the Agreement shall remain in full force and effect. 4. Payments. The Town shall pay the Vendor monthly (and the Vendor shall invoice the Town 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. All invoices and statements shall be emailed to accountspayable@fountainhillsaz.gov. This Agreement must be referenced on all invoices. Town Finance will not disburse any payments to Vendors without a valid business license, as applicable. 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. Vendor Personnel. Vendor shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. Vendor agrees to assign specific individuals to key positions. If deemed qualified, the Vendor is encouraged to hire Town residents to fill vacant positions at all levels. Vendor 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, Vendor 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 Vendor’s performance. The Vendor shall provide and maintain a self-inspection system that is acceptable to the Town. 8. Licenses; Materials. Vendor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Vendor. The Town has no obligation to provide Vendor, 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 Vendor. 9. Performance Warranty. Vendor 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 Vendor 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, 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, breach of contract, in connection with the work or services of the Vendor, 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 Vendor, Vendor 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 Vendor. 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 Vendor 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. Vendor’s insurance shall be primary insurance with respect to performance of this Agreement and in the protection of the Town as an Additional Insured; the Town’s insurance shall be non-contributory. 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 Vendor. Vendor 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. Vendor 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, Vendor shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Agreement and insurance requirements set forth herein protecting the Town and Vendor. Vendor 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, Vendor 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 Vendor’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 Vendor’s responsibility to forward renewal certificates and declaration page(s) to the Town 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing the RFP number and title or this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate RFP number 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) Vendor’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 Vendor 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. Vendor shall maintain “occurrence” form Commercial General Liability insurance with an unimpaired limit of not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury. Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including but not limited to, separation of insured’s clause. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, officials and employees shall be cited as an Additional Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 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. Vendor shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Vendor’s owned, hired and non-owned vehicles assigned to or used in the performance of the Vendor’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 Vendor engages in any professional services or work in any way related to performing the work under this Agreement, the Vendor shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Vendor, or anyone employed by the Vendor, or anyone for whose negligent acts, mistakes, errors and omissions the Vendor 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. Vendor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Vendor’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 Vendor of written notice by the Town. Upon termination for convenience, Vendor shall be paid for all undisputed services performed to the termination date. 12.2 For Cause. If either party fails to perform any obligation pursuant to this Agreement and such party fails to cure its nonperformance within 30 days after notice of 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 Vendor 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 Vendor 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 Vendor 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 Vendor 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 Vendor, 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 Vendor or any agent or representative of the Vendor 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 Vendor 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 Vendor fully informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is a current expense of the Town, payable exclusively from such annual appropriations, and is not a general obligation or indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town and the Vendor 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 Vendor 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. Vendor, 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 Vendor, its employees or subcontractors. The Vendor, and not the Town, shall determine the time of its performance of the services provided under this Agreement so long as Vendor meets the requirements as agreed in Section 2 above and in Exhibit A. Vendor is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and Vendor 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. Vendor 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 Vendor 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 Vendor. 13.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 13.6 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements 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 Vendor without prior, written permission of the Town, signed by the Town Manager. Any attempted assignment or delegation by Vendor in violation of this provision shall be a breach of this Agreement by Vendor. 13.9 Subcontracts. No subcontract shall be entered into by the Vendor with any other party to furnish any of the material or services specified herein without the prior written approval of the Town. The Vendor 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 Vendor. 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 Vendor 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 Vendor any amounts Vendor owes to the Town for damages resulting from breach or deficiencies in performance or breach of any obligation under this Agreement. B. Offset for Delinquent Fees or Taxes. The Town may offset from any money due to the Vendor any amounts Vendor 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: Rachael Goodwin, Town Manager With copy to: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Town Attorney If to Vendor: Lalla Salma, LLC, d/b/a Verde Valley Landscaping 12025 N. Saguaro Blvd. Fountain Hills, Arizona 85268 Attn: Sam Mousa 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 Vendor 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 Vendor’s duties under this Agreement. Persons requesting such information should be referred to the Town. Vendor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Vendor as needed for the performance of duties under this Agreement. 13.16 Records and Audit Rights. To ensure that the Vendor and its subcontractors are complying with the warranty under subsection 13.17 below, Vendor’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 Vendor 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 Vendor’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 Vendor’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, Vendor 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 Vendor pursuant to this Agreement. Vendor 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 Vendor or its subcontractors reasonable advance notice of intended audits. Vendor 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 Vendor 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). Vendor’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. Vendor 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 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. 13.20 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, any Town-approved invoices, the IFB, and the Proposal, the documents shall govern in the order listed herein. 13.21 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. 13.22 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. [SIGNATURES ON FOLLOWING PAGES] 7 ATTESTED TO: _______________________________ Town Clerk APPROVED AS TO FORM: ________________________________ Town Attorney “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation FOR THE TOWN OF FOUNTAIN HILLS: ____________________________________ Town Manager FOR THE CONTRACTOR: By: Name Title: ______________________________ EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND LALLA SALMA, LLC DBA VERDE VALLEY LANDSCAPING [Vendor’s Proposal/Bid] See following pages. Town of Fountain Hills Admin-Procurement Robert Durham, Procurement Administrator 16705 E. Avenue of the Fountains, Fountain Hills, AZ 85268 [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance RESPONSE DEADLINE: May 1, 2025 at 12:00 pm Report Generated: Monday, May 5, 2025 Lalla Salma LLC dba Verde Valley Landscaping Response CONTACT INFORMATION Company: Lalla Salma LLC dba Verde Valley Landscaping Email: sam@verdevalleylandscaping.com Contact: Sam Mousa Address: 12025 n Saguaro Blvd Fountain hills, AZ 85268 Phone: N/A Website: verdevalleylandscaping.com Submission Date: Apr 4, 2025 11:42 AM (Mountain Time - Arizona) [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT Invitation for Bids - Cottonwoods Maintenance District – Annual Landscape Maintenance Page 2 ADDENDA CONFIRMATION Addendum #1 Confirmed Apr 7, 2025 9:57 AM by Sam Mousa Addendum #2 Confirmed Apr 30, 2025 9:14 AM by Sam Mousa QUESTIONNAIRE 1. Licenses ARIZONA TRANSACTION PRIVILEGE TAX LICENSE* Please upload your Arizona Transaction Privilege Tax License here TPT_2025_000038.pdf 2. References Provide the following information for three clients for whom Bidder has successfully completed similar projects as stated in Bid Process and Award subsection Bidder Qualifications within the past 60 months. Failure to provide three accurate and suitable references will result in disqualification. Bidder may also attach another sheet with additional references. REFERENCE # 1* Please provide the following information for your 1st reference: • Company [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT Invitation for Bids - Cottonwoods Maintenance District – Annual Landscape Maintenance Page 3 • Address • City/State/Zip Code • Contact • Telephone Number • Date of Contract Initiation • Date of Contract Expiration • Final Project Cost • Project Description Saguaro Woods Condominiums - (Pepperwood and Saguaro Blvd)Fountain Hills, AZ Dinah Wojcik - Community Manager - Metro Property Services 150 E. Alamo Dr., #3 Chandler, AZ 85225 P: 480-967-7182 x115 Accounts since 2015 - Annual Renewal $2950.00 Monthly Landscape Maintenance Weekly including mowing of grass - trim, rake and blow Extras - palm trimming, tree trimming, pre emergence, Removals REFERENCE # 2* [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT Invitation for Bids - Cottonwoods Maintenance District – Annual Landscape Maintenance Page 4 Please provide the following information for your 2nd reference: • Company • Address • City/State/Zip Code • Contact • Telephone Number • Date of Contract Initiation • Date of Contract Expiration • Final Project Cost • Project Description Eagles Landing Condos - 14815 N Fountain Hills Blvd, Fountain Hills, AZ 85268 Scott Brendemuhl, CMCA Community Manager AAM, LLC 602.362.0355 (Direct line) Account Since 2014 - Annual Renewal $1295.00 - Monthly Bi-weekly Landscape Maintenance - Trim, Rake and blow Extras - palm trimming, tree trimming, pre emergence, Removals REFERENCE # 3* Please provide the following information for your 3rd reference: [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT Invitation for Bids - Cottonwoods Maintenance District – Annual Landscape Maintenance Page 5 • Company • Address • City/State/Zip Code • Contact • Telephone Number • Date of Contract Initiation • Date of Contract Expiration • Final Project Cost • Project Description Fountain Hills Sanitary District on Pepperwood in Fountain Hills and Fountain Hills Sanitary on Kiwanis - Jim Tant Plant Operations 480- 861-4159 - Account since 6/1/23 - Monthly $600.00 - Landscape Maintenance - Trim rake and blow 3. Certification By confirming questions under this section, the Vendor certifies: NO COLLUSION* The submission of the Proposal did not involve collusion or other anti-competitive practices. Confirmed NO DISCRIMINATION* It shall not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246. Confirmed [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT Invitation for Bids - Cottonwoods Maintenance District – Annual Landscape Maintenance Page 6 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 for questions submitted as set forth in Inquiries. Any attempt to influence the selection process by any means shall void the submitted Proposal and any resulting Agreement. Confirmed 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. Confirmed 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. Confirmed 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. Confirmed [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT Invitation for Bids - Cottonwoods Maintenance District – Annual Landscape Maintenance Page 7 4. List of Key Personnel, Subcontractor and/or Suppliers working on the project A list of the names and emergency telephone numbers of all proposed Key Personnel, Subcontractors and suppliers that the Contractor intends to utilize on the Project LIST OF SUBCONTRACTORS* The contractor must list below the Trade, Company name, License and Classification numbers of all qualified subcontractors and/or suppliers they will employ for the various portions of work indicated. Failure on the part of the Contractor to complete this list properly may constitute sufficient grounds to reject the bid. If no subcontractors will be listed please indicate with a N/A Example: Trade, Company Name, ROC License #, ROC License Classification Lalla Salma LLC, dba Verde Valley Landscaping, ROC 294307, CR-21 LIST OF KEY PERSONNAL* A list of the names and emergency telephone numbers of all proposed Key Personnel Example: Name, Position Held, Emergency Telephone Number Sam Mousa - Owner - 480-437-4388 Sandra Sixtos - General Manager - 480-262-0077 Rafael Sixtos - Crew Chief - 480-220-8922 LIST OF SUPPLIERS* A list of the names and emergency telephone numbers of all proposed suppliers Example: Name, Company, Emergency Telephone Number If none please indicate with a N/A n/a [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT Invitation for Bids - Cottonwoods Maintenance District – Annual Landscape Maintenance Page 8 W-9* Form_w9.pdf PRICE TABLES Line Item Description Quantity Unit of Measure Unit Cost Total 1 Monthly Service Rate 1 Month $610.00 $610.00 2 Fall Pre & Post-Emergent Applications 1 Per Pre/Post App $450.00 $450.00 3 Spring Pre & Post-Emergent Applications 1 Per Pre/Post App $450.00 $450.00 4 Removal of Damaged Vegetation 1 Per Hour $200.00 $200.00 5 Unit Rate for 15-Gallon Tree Replacement 1 Per replacement $225.00 $225.00 6 Unit Rate for 5-Gallon Shrub and Ground Cover Replacement 1 Per replacement $55.00 $55.00 TOTAL $1,990.00 Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification ▶ Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. Pr i n t o r t y p e . Se e S p e c i f i c I n s t r u c t i o n s on p a g e 3 . 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor or single-member LLC C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ▶ Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) ▶ 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. 6 City, state, and ZIP code Requester’s name and address (optional) 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number –– or Employer identification number – Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person ▶Date ▶ General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) Form W-9 (Rev. 10-2018)Page 2 By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier. What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Form W-9 (Rev. 10-2018)Page 3 Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. IF the entity/person on line 1 is a(n) . . .THEN check the box for . . . • Corporation Corporation • Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. Individual/sole proprietor or single- member LLC • LLC treated as a partnership for U.S. federal tax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation) • Partnership Partnership • Trust/estate Trust/estate Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 Form W-9 (Rev. 10-2018)Page 4 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for . . .THEN the payment is exempt for . . . Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 52 Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. Form W-9 (Rev. 10-2018)Page 5 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account:Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint account) other than an account maintained by an FFI The actual owner of the account or, if combined funds, the first individual on the account1 3. Two or more U.S. persons (joint account maintained by an FFI)Each holder of the account 4. Custodial account of a minor (Uniform Gift to Minors Act) The minor2 5. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law The grantor-trustee1 The actual owner1 6. Sole proprietorship or disregarded entity owned by an individual The owner3 7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) The grantor* For this type of account:Give name and EIN of: 8. Disregarded entity not owned by an individual The owner 9. A valid trust, estate, or pension trust Legal entity4 10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation 11. Association, club, religious, charitable, educational, or other tax- exempt organization The organization 12. Partnership or multi-member LLC The partnership 13. A broker or registered nominee The broker or nominee For this type of account:Give name and EIN of: 14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The public entity 15. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B)) The trust 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier. *Note: The grantor also must provide a Form W-9 to trustee of trust. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. Form W-9 (Rev. 10-2018)Page 6 The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. EXHIBIT B TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND LALLA SALMA, LLC DBA VERDE VALLEY LANDSCAPING [Quote or Work Order] See following pages. EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND LALLA SALMA, LLC DBA VERDE VALLEY LANDSCAPING [Vendor’s Proposal/Bid] See following pages. Town of Fountain Hills Admin-Procurement Robert Durham, Procurement Administrator 16705 E. Avenue of the Fountains, Fountain Hills, AZ 85268 [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance RESPONSE DEADLINE: May 1, 2025 at 12:00 pm Report Generated: Monday, May 5, 2025 Lalla Salma LLC dba Verde Valley Landscaping Response CONTACT INFORMATION Company: Lalla Salma LLC dba Verde Valley Landscaping Email: sam@verdevalleylandscaping.com Contact: Sam Mousa Address: 12025 n Saguaro Blvd Fountain hills, AZ 85268 Phone: N/A Website: verdevalleylandscaping.com Submission Date: Apr 4, 2025 11:42 AM (Mountain Time - Arizona) [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT Invitation for Bids - Cottonwoods Maintenance District – Annual Landscape Maintenance Page 2 ADDENDA CONFIRMATION Addendum #1 Confirmed Apr 7, 2025 9:57 AM by Sam Mousa Addendum #2 Confirmed Apr 30, 2025 9:14 AM by Sam Mousa QUESTIONNAIRE 1. Licenses ARIZONA TRANSACTION PRIVILEGE TAX LICENSE* Please upload your Arizona Transaction Privilege Tax License here TPT_2025_000038.pdf 2. References Provide the following information for three clients for whom Bidder has successfully completed similar projects as stated in Bid Process and Award subsection Bidder Qualifications within the past 60 months. Failure to provide three accurate and suitable references will result in disqualification. Bidder may also attach another sheet with additional references. REFERENCE # 1* Please provide the following information for your 1st reference: • Company [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT Invitation for Bids - Cottonwoods Maintenance District – Annual Landscape Maintenance Page 3 • Address • City/State/Zip Code • Contact • Telephone Number • Date of Contract Initiation • Date of Contract Expiration • Final Project Cost • Project Description Saguaro Woods Condominiums - (Pepperwood and Saguaro Blvd)Fountain Hills, AZ Dinah Wojcik - Community Manager - Metro Property Services 150 E. Alamo Dr., #3 Chandler, AZ 85225 P: 480-967-7182 x115 Accounts since 2015 - Annual Renewal $2950.00 Monthly Landscape Maintenance Weekly including mowing of grass - trim, rake and blow Extras - palm trimming, tree trimming, pre emergence, Removals REFERENCE # 2* [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT Invitation for Bids - Cottonwoods Maintenance District – Annual Landscape Maintenance Page 4 Please provide the following information for your 2nd reference: • Company • Address • City/State/Zip Code • Contact • Telephone Number • Date of Contract Initiation • Date of Contract Expiration • Final Project Cost • Project Description Eagles Landing Condos - 14815 N Fountain Hills Blvd, Fountain Hills, AZ 85268 Scott Brendemuhl, CMCA Community Manager AAM, LLC 602.362.0355 (Direct line) Account Since 2014 - Annual Renewal $1295.00 - Monthly Bi-weekly Landscape Maintenance - Trim, Rake and blow Extras - palm trimming, tree trimming, pre emergence, Removals REFERENCE # 3* Please provide the following information for your 3rd reference: [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT Invitation for Bids - Cottonwoods Maintenance District – Annual Landscape Maintenance Page 5 • Company • Address • City/State/Zip Code • Contact • Telephone Number • Date of Contract Initiation • Date of Contract Expiration • Final Project Cost • Project Description Fountain Hills Sanitary District on Pepperwood in Fountain Hills and Fountain Hills Sanitary on Kiwanis - Jim Tant Plant Operations 480- 861-4159 - Account since 6/1/23 - Monthly $600.00 - Landscape Maintenance - Trim rake and blow 3. Certification By confirming questions under this section, the Vendor certifies: NO COLLUSION* The submission of the Proposal did not involve collusion or other anti-competitive practices. Confirmed NO DISCRIMINATION* It shall not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246. Confirmed [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT Invitation for Bids - Cottonwoods Maintenance District – Annual Landscape Maintenance Page 6 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 for questions submitted as set forth in Inquiries. Any attempt to influence the selection process by any means shall void the submitted Proposal and any resulting Agreement. Confirmed 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. Confirmed 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. Confirmed 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. Confirmed [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT Invitation for Bids - Cottonwoods Maintenance District – Annual Landscape Maintenance Page 7 4. List of Key Personnel, Subcontractor and/or Suppliers working on the project A list of the names and emergency telephone numbers of all proposed Key Personnel, Subcontractors and suppliers that the Contractor intends to utilize on the Project LIST OF SUBCONTRACTORS* The contractor must list below the Trade, Company name, License and Classification numbers of all qualified subcontractors and/or suppliers they will employ for the various portions of work indicated. Failure on the part of the Contractor to complete this list properly may constitute sufficient grounds to reject the bid. If no subcontractors will be listed please indicate with a N/A Example: Trade, Company Name, ROC License #, ROC License Classification Lalla Salma LLC, dba Verde Valley Landscaping, ROC 294307, CR-21 LIST OF KEY PERSONNAL* A list of the names and emergency telephone numbers of all proposed Key Personnel Example: Name, Position Held, Emergency Telephone Number Sam Mousa - Owner - 480-437-4388 Sandra Sixtos - General Manager - 480-262-0077 Rafael Sixtos - Crew Chief - 480-220-8922 LIST OF SUPPLIERS* A list of the names and emergency telephone numbers of all proposed suppliers Example: Name, Company, Emergency Telephone Number If none please indicate with a N/A n/a [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT IFB No. IFB-2025-005 Cottonwoods Maintenance District – Annual Landscape Maintenance [LALLA SALMA LLC DBA VERDE VALLEY LANDSCAPING] RESPONSE DOCUMENT REPORT Invitation for Bids - Cottonwoods Maintenance District – Annual Landscape Maintenance Page 8 W-9* Form_w9.pdf PRICE TABLES Line Item Description Quantity Unit of Measure Unit Cost Total 1 Monthly Service Rate 1 Month $610.00 $610.00 2 Fall Pre & Post-Emergent Applications 1 Per Pre/Post App $450.00 $450.00 3 Spring Pre & Post-Emergent Applications 1 Per Pre/Post App $450.00 $450.00 4 Removal of Damaged Vegetation 1 Per Hour $200.00 $200.00 5 Unit Rate for 15-Gallon Tree Replacement 1 Per replacement $225.00 $225.00 6 Unit Rate for 5-Gallon Shrub and Ground Cover Replacement 1 Per replacement $55.00 $55.00 TOTAL $1,990.00 Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification ▶ Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. Pr i n t o r t y p e . Se e S p e c i f i c I n s t r u c t i o n s on p a g e 3 . 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor or single-member LLC C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ▶ Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) ▶ 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. 6 City, state, and ZIP code Requester’s name and address (optional) 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number –– or Employer identification number – Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person ▶Date ▶ General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) Form W-9 (Rev. 10-2018)Page 2 By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the instructions for Part II for details), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier. What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Form W-9 (Rev. 10-2018)Page 3 Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. c. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. IF the entity/person on line 1 is a(n) . . .THEN check the box for . . . • Corporation Corporation • Individual • Sole proprietorship, or • Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. Individual/sole proprietor or single- member LLC • LLC treated as a partnership for U.S. federal tax purposes, • LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or • LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation) • Partnership Partnership • Trust/estate Trust/estate Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 Form W-9 (Rev. 10-2018)Page 4 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for . . .THEN the payment is exempt for . . . Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 52 Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4 1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. Form W-9 (Rev. 10-2018)Page 5 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account:Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint account) other than an account maintained by an FFI The actual owner of the account or, if combined funds, the first individual on the account1 3. Two or more U.S. persons (joint account maintained by an FFI)Each holder of the account 4. Custodial account of a minor (Uniform Gift to Minors Act) The minor2 5. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law The grantor-trustee1 The actual owner1 6. Sole proprietorship or disregarded entity owned by an individual The owner3 7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) The grantor* For this type of account:Give name and EIN of: 8. Disregarded entity not owned by an individual The owner 9. A valid trust, estate, or pension trust Legal entity4 10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation 11. Association, club, religious, charitable, educational, or other tax- exempt organization The organization 12. Partnership or multi-member LLC The partnership 13. A broker or registered nominee The broker or nominee For this type of account:Give name and EIN of: 14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The public entity 15. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B)) The trust 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier. *Note: The grantor also must provide a Form W-9 to trustee of trust. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. Form W-9 (Rev. 10-2018)Page 6 The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. IFB-2025-005 INVITATION FOR BIDS COTTONWOODS MAINTENANCE DISTRICT – ANNUAL LANDSCAPE MAINTENANCE The Town of Fountain Hills Public Works 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 RELEASE DATE: April 2, 2025 DEADLINE FOR QUESTIONS: April 25, 2025 RESPONSE DEADLINE: May 1, 2025, 12:00 pm Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 2 Town of Fountain Hills INVITATION FOR BIDS Cottonwoods Maintenance District – Annual Landscape Maintenance I. Introduction .......................................................................................... II. Definitions ............................................................................................ III. Bid Process and Award .......................................................................... IV. Terms and Conditions ........................................................................... V. Miscellaneous Terms and Conditions .................................................... VI. Alternative Dispute Resolution ............................................................. VII. Scope of Work ...................................................................................... VIII. Vendor Questionnaire........................................................................... IX. Pricing Proposal .................................................................................... Attachments: A - Fountain_Hills_PSA_Sample-2025 B - Cottonwoods Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 3 1. Introduction In accordance with the Town of Fountain Hills Procurement Code, competitive sealed Bids for the services specified herein will be received by the Town's e-Procurement Portal located at https://secure.procurenow.com/portal/fhaz. Bids received by the Bid Deadline shall be publicly opened and the Bid Price read. 1.1. Summary The Town of Fountain Hills (the “Town”) is issuing this Invitation for Bid (this “IFB”) from qualified, licensed firms (“Vendors”) as more particularly described in the Scope of Work. In accordance with the Town’s Procurement Code, the Town will accept sealed bids for the Goods/Services specified in the Scope of Work. 1.2. Background The Cottonwoods Maintenance District was formed by the Town of Fountain Hills Town Council in 1999 for the expressed purpose of maintaining the common perimeter landscaping and wall. The Cottonwoods Maintenance District invites qualified vendors to submit bids for annual landscape maintenance services. The selected vendor will provide services for areas along Saguaro Blvd., Grande Blvd., and Del Cambre Ave., as specified in the Scope of Work. The term of the agreement will be from July 1, 2025, to June 30, 2026. 1.3. Contact Information Rob Durham Procurement Administrator 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 Email: rdurham@fountainhillsaz.gov Phone: (480) 816-5128 Department: Public Works 1.4. Timeline Release Project Date April 2, 2025 Advertisement: Fountain Hills Times 4/2/25 & 4/9/25 Advertisement: Arizona Business Gazette 4/3/25 & 4/10/25 Final Date for Inquires April 25, 2025, 5:00pm Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 4 Bid Deadline May 1, 2025, 12:00pm Bid Opening 5/1/25 Az Mt Time @ 12:00pm Town of Fountain Hills is inviting you to a scheduled Zoom meeting. Join Zoom Meeting https://us05web.zoom.us/j/84557255699?pwd=1C eNt4pmmKhSJog0txWE3MRtG9tb1b.1 Meeting ID: 845 5725 5699 Passcode: 74s16H Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 5 2. Definitions 2.1. DEFINITIONS - Non Construction For purposes of this Invitation for Bids, the following definitions shall apply: A. “Bid” or “Offer” means a responsive bid or quotation submitted by a Bidder in response to this Invitation for Bids. B. “Bid Deadline” means the date and time set forth on the cover of this IFB for the Town Clerk to be in actual possession of the sealed Bids. C. “Bid Opening” means the date and time set forth on the cover of this Invitation for Bids for opening of sealed Bids. D. “Bidder” means any person or firm submitting a competitive Bid in response to this IFB. E. “Confidential Information” means that portion of a Bid, proposal, Offer, Specification or protest that contains information that the person submitting the information believes should be withheld, provided (i) such person submits a written statement advising the Town of this fact at the time of the submission and (ii) the information is so identified wherever it appears. F. “Contract” means, collectively: 1. The Offer/Bid, 2. This IFB, including all attachments, 3. The Notice of Award, 4. The Notice to Proceed or Purchase Order(s), 5. Any approved Addendum, Change Order or Amendment, 6. The Contractor’s Certificates of Insurance and a copy of the Declarations Page(s) of the insurance policies, 7. Any Plans, Specifications or other documents attached, appended or incorporated herein by reference. 8. Alternate or optional bid items will become part of the Contract only if they are accepted by the Town in writing on the Price Sheet. G. “Contractor” means the individual, partnership, corporation or limited liability company who has submitted a Bid in response to this IFB and who, as a result of the competitive bidding process, is awarded a contract for Materials or Services by the Town. H. “Day(s)” means calendar day(s) unless otherwise specified. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 6 I. “Invitation for Bids” or “IFB” means this request by the Town for participation in the competitive bidding process according to all documents, including those attached or incorporated herein by reference, utilized for soliciting Bids for the Services and/or Materials and/or Services in compliance with the Town’s Procurement Code. J. “Materials” means any personal property, including equipment, materials, replacements and supplies provided by the Contractor in conjunction with the Contract and shall include, in addition to Materials incorporated in the Project, equipment and other material used and/or consumed in the performance of Services or Work. K. “Multiple Award” means an award of an indefinite quantity contract for one or more similar products, commodities or Services to more than one Bidder. L. “Price” means the total expenditure for a defined quantity of a commodity or service. M. “Procurement Administrator” means a Town employee, as designated on the cover of this IFB, who has specifically been designated to act as a contact person to the Bidders and/or Contractor relating to their IFB. N. “Procurement Agent” means the Town Manager or authorized designee. O. “Procurement Code” means the Town’s Procurement Code, as amended from time to time. P. “Project” means the purpose and Work described as set forth in the “Scope of Work ” of the IFB. Q. “Services” means the furnishing of labor, time or effort by a Contractor, not involving the delivery of a specific end product other than reports which are merely incidental to the required performance and as further defined in the Contract. This term does not include “professional and technical services” as defined in the Procurement Code. R. “Specification” means any description of the physical characteristics, functional characteristics, or the nature of a commodity, product, supply or Services. The term may include a description of any requirements for inspecting, testing, or preparing a supply or service item for delivery. S. “Subcontractor” means those persons or groups of persons having a direct contract with the Contractor to perform a portion of the Work and those who furnish Materials according to the plans and/or Specifications required by this Contract. T. “Town” means the Town of Fountain Hills, an Arizona municipal corporation. U. “Town Representative” means the Town employee who has specifically been designated to act as a contact person to the Town’s Procurement Administrator, and who is responsible for monitoring and overseeing the Contractor’s performance under the Contract and for providing information regarding details pertaining to the Work. V. “Vendor” means any firms, entities or individuals desiring to prepare a responsive Bid in response to this IFB. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 7 W. “Work” means all labor, Materials and equipment incorporated or to be incorporated in the Project that are necessary to accomplish the Services required by this Contract. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 8 3. Bid Process and Award 3.1. Purpose/Scope of Work. The Work included in this Project consists of Cottonwoods Maintenance District – Annual Landscape Maintenance. 3.2. Amendment of IFB No alteration may be made to this IFB or the resultant Contract without the express, written approval of the Town in the form of an official IFB addendum or Contract amendment. Any attempt to alter this IFB/Contract without such approval is a violation of this IFB/Contract and the Town Procurement Code. Any such action is subject to the legal and contractual remedies available to the Town including, but not limited to, Contract cancellation and suspension and/or debarment of the Bidder or Contractor. 3.3. Preparation/Submission of Bid Bidders are invited to participate in the competitive bidding process for the Services specified in this IFB. Bidders shall review their Bid submissions to ensure the following requirements are met. A. Irregular/Non-responsive Bids. The Town will consider as “irregular” or “non-responsive” and shall reject any Bid not prepared and submitted in accordance with the IFB and Specifications, or any Bid lacking sufficient information to enable the Town to make a reasonable determination of compliance with the Specifications. Unauthorized or unreasonable exceptions, conditions, limitations, or provisions shall be cause for rejection. Bids may be deemed non-responsive at any time during the evaluation process if, in the sole opinion of the Procurement Agent, any of the following are true: 1. Bidder does not meet the minimum required skill, experience or requirements to perform the Services or provide the Materials. 2. Bidder has a past record of failing to fully perform or fulfill contractual obligations. 3. Bidder cannot demonstrate financial stability. 4. Bid submission contains false, inaccurate or misleading statements that, in the opinion of the Procurement Agent, are intended to mislead the Town in its evaluation of the Bid. B. Specification Minimums. Bidders are reminded that the Specifications stated in the Scope of Work as part of this IFB are the minimum levels required and that Bids submitted must be for products or Services that meet or exceed the minimum level of all features specifically listed in this IFB. Bids offering less than the minimums specified will be deemed not responsive. It shall be the Bidder’s responsibility to carefully examine each item listed in the Scope of Work. C. Required Submittal. Bidders shall provide all of the following documents to be considered a responsive Bid: 1. Complete, fully executed Offer, by a person authorized to bind the Bidder. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 9 2. Price Sheet. 3. Bond(s), if required. 4. Licenses, if required. 5. References. D. Bidder Responsibilities. All Bidders shall (1) examine the entire Bid package, (2) seek clarification of any item or requirement that may not be clear, (3) check all responses for accuracy before submitting a Bid and (4) submit the entire, completed Bid package by the official Bid Deadline to the Town's e-Procurement Portal. Late Bids shall not be considered. Bids not submitted with an original, signed Offer page by a person authorized to bind the Bidder shall be considered non- responsive. Negligence in preparing a Bid shall not be good cause for withdrawal after the Bid Deadline. E. Bid Forms. All Bids shall be on the forms provided in this IFB. It is permissible to copy these forms if required. Telegraphic (facsimile), electronic (email) or mailgram Bids will not be considered. F. Modifications. Erasures, interlineations, or other modifications in the Bid shall be initialed in original ink by the authorized person signing the Bid. G. Withdrawal. At any time prior to the specified Bid Opening, a Bidder (or designated representative) may amend or withdraw its Bid. Facsimile, electronic (email) or mailgram Bid amendments or withdrawals will not be considered. No Bid shall be altered, amended or withdrawn after the specified Bid Deadline, unless otherwise permitted pursuant to the Town Procurement Code. 3.4. Inquiries; Interpretation of Specifications; Scope of Work - Non Construction A. Inquiries. Bidders shall submit all inquiries regarding this bid via the Town’s e-Procurement Portal, located at https://secure.procurenow.com/portal/fhaz. Please note the deadline for submitting inquiries will be Friday, April 25, 2025 at 5:00 pm. All answers to inquiries will be posted on the Town’s e-Procurement Portal. Bidders may also click “Follow” on this bid to receive an email notification when answers are posted. It is the responsibility of the bidder to check the website for answers to inquiries. B. Addenda Notification: Bidders are required to register for an account via the Town’s e- Procurement Portal hosted by ProcureNow. Once bidder has completed registration, you will receive addenda notifications to your email by clicking “Follow” on this project. Ultimately, it is sole responsibility of each bidder to periodically check the site for any addenda at https://secure.procurenow.com/portal/fhaz Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 10 C. Bids may be received up to but not later than Thursday, May 1, 2025 at 12:00 pm via the Town’s e-Procurement Portal located at https://secure.procurenow.com/portal/FHAZ. The Town’s e- Procurement Portal Clock is the official clock for the determination of all deadline dates and times. Without exception, responses will not be accepted after the submission deadline regardless of any technical difficulties such as poor internet connections. The Town strongly recommends completing your response well ahead of the deadline. D. Approval of Substitutions. The Materials, products, and equipment described in this IFB establish a standard or required function, dimension, appearance and quality to be met by any proposed substitution. No substitute will be considered unless written request for approval has been received by the Town Representative at least 10 Days prior to the Bid Deadline. Each such request shall include the name of the Material or equipment for which it is to be substituted and a complete description of the proposed substitute, including any drawings, performance and test data and any other information necessary for evaluation of the proposed substitute. If a substitute is approved, the approval shall be by written addendum to the IFB. Bidder shall not rely upon approvals made in any other manner. E. Use of Equals. When the Scope of Work or Specifications for Materials, articles, products and equipment include the phrase “or equal,” Bidder may bid upon and use Materials, articles, products and equipment that will perform equally the duties imposed by the general design. The Town Representative will have the final approval of all Materials, articles, products and equipment proposed to be used as an “equal.” No such “equal” shall be purchased or installed without prior, written approval from the Town Representative. Approvals for “equals” before Bid Opening may requested in writing to the Town Representative for approval. Requests must be received at least 10 Days prior to the Bid Deadline. The request shall include the name of the Material, article, product or equipment for which the item is sought to be considered an equal and a complete description of the proposed equal including any drawings, performance and test data and any other information necessary for approval of the equal. All approval of equals shall be issued in the form of written addendum or amendment, as applicable, to this IFB or the Contract. F. Bid Quantities. It is expressly understood and agreed by the parties hereto that the quantities of the various classes of Services and/or Materials to be furnished under this Contract, which have been estimated as stated in the Bidders’ Offer, are only approximate and are to be used solely for the purpose of comparing, on a consistent basis, the Bidders’ Offers presented for the Work under this Contract. The selected Contractor agrees that the Town shall not be held responsible if any of the quantities shall be found to be incorrect and the Contractor will not make any claim for damages or for loss of profits because of a difference between the quantities of the various classes of Services and/or Materials as estimated and the Services and/or Materials actually provided. If any error, omission or misstatement is found to occur in the estimated quantities, the same shall not (1) invalidate the Contract or the whole or any part of the Scope of Work, (2) Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 11 excuse Contractor from any of the obligations or liabilities hereunder or (3) entitle Contractor to any damage or compensation except as may be provided in this Contract. 3.5. Prospective Bidders’ Conference A Prospective Bidders’ Conference may be held. If scheduled, the date and time of the Prospective Bidders’ Conference will be indicated on the cover page of this IFB. The Prospective Bidders’ Conference may be designated as mandatory or non-mandatory on the cover of this IFB. Bids shall not be accepted from Bidders who do not attend a mandatory Prospective Bidders’ Conference. Bidders are strongly encouraged to attend those Prospective Bidder’s Conferences designated as non-mandatory. The purpose of the Prospective Bidders’ Conference will be to clarify the contents of the IFB in order to prevent any misunderstanding of the Town’s requirements. Any doubt as to the requirements of this IFB or any apparent omission or discrepancy should be presented to the Town at the Prospective Bidders’ Conference. The Town will then determine if any action is necessary and may issue a written amendment or addendum to the IFB. Oral statements or instructions will not constitute an amendment or addendum to the IFB. 3.6. New Materials All Materials to be provided by the Contractor and included in the Bid shall be new, unless otherwise stated in the Specifications. 3.7. Pricing Work shall be provided at the unit prices as set forth in the Price Sheet and incorporated herein by reference. Bid Prices shall be submitted on a per unit basis by line item, when applicable. In the event of a disparity between the unit price and extended price, the unit price shall prevail. NOTE: All pricing blanks must be filled in. Empty or unfilled spaces in the Price Sheet shall be deemed as a NO BID entry for that item. 3.8. TPT Factor The amount of applicable transaction privilege or use tax of the Town shall not be a factor in determining the most advantageous Proposal, except in those instances in which the award is between a Fountain Hills business and a non-Fountain Hills business. In this event, the applicable city business privilege tax shall be included in the non-Fountain Hills business price for evaluation purposes only to determine the best proposal 3.9. Subcontracts Bidders shall submit a listing of all proposed Subcontractors or suppliers that the Bidder intends to utilize relating to the Project, which can be found in the Vendor Questionnaire . Failure on the part of the Bidder to complete or improperly complete the Subcontractor Listing will constitute sufficient cause for rejection. Proposed Subcontractors shall qualified and have the requisite licenses and be licensed to do business in the State of Arizona. The Bidder may list itself by writing “Self” adjacent to the category of work for which the Bidder assumes responsibility for performance of the Work assumes the responsibility of the Subcontractor. Subcontractor Listings submitted by unsuccessful Bidders will be returned, unopened, unless required in order to determine responsibility and responsiveness of the Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 12 Subcontractors and the Bidder’s Offers. The Town reserves the right to review and reasonably object to the Subcontractors proposed, and the selected Contractor shall not retain a Subcontractor to which the Town has a reasonable objection. 3.10. Payment; Discounts Any Bid that requires payment in less than 30 Days shall not be considered. Payment discounts of 30 Days or less will not be deducted from the Bid Price in determining the low Bid. 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. 3.11. Taxes 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. Bidder should not include tax on any allowances. It is the sole responsibility of the Bidder to determine any applicable State tax rates and calculate the tax accordingly. Failure to accurately tabulate any applicable taxes may result in a determination that a Bid is non-responsive. The Bidder shall not rely on, and shall independently verify, any tax information provided by the Town. 3.12. Federal Funding It is the responsibility of the Bidder to verify and comply with federal requirements that may apply to the Work (the “Federal Requirements”). It is also the responsibility of the Bidder to incorporate any necessary amounts in the Bid to accommodate for required federal record-keeping, necessary pay structures or other matters related to the Federal Requirements, if any. 3.13. Cost of Bid/Proposal Preparation Bids submitted for consideration should be prepared simply and economically, providing adequate information in a straightforward and concise manner. The Town does not reimburse the cost of developing, presenting or providing any response to this solicitation; the Bidder is responsible for all costs incurred in responding to this IFB. All materials and documents submitted in response to this IFB become the property of the Town and will not be returned. 3.14. Public Record All Bids shall become the property of the Town. After Contract award, Bids shall become public records and shall be available for public inspection in accordance with the Town’s Procurement Code, except that any portion of a Bid that was designated as confidential pursuant to Section Confidential Informationbelow shall remain confidential from and after the time of Bid opening to the extent permitted by Arizona law. 3.15. Confidential Information If a Vendor/Bidder believes that a Bid, Specification, or protest contains information that should be withheld from the public record, a statement advising the Procurement Agent of this fact shall accompany the submission and the information shall be clearly identified. The information identified by the Vendor or Bidder as confidential shall not be disclosed until the Procurement Agent makes a written Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 13 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 Procurement Agent shall inform the Vendor or Bidder in writing of such determination. 3.16. Vendor Licensing and Registration Prior to the award of the Contract, the successful Bidder shall be registered with the Arizona Corporation Commission and authorized to do business in Arizona. Bidders shall provide license and certification information with the Bid, which can be provided in Vendor Questionnaire and incorporated herein by reference. Upon the Town’s request, corporations, limited liability companies, partnerships or other entities shall provide Certificates of Good Standing from the Arizona Corporation Commission. A Town of Fountain Hills business license is also required upon contract award. 3.17. Bidder Qualifications A. Experience and References. Bidder must demonstrate successful completion of at least three similar projects within the past 60 months, one of which must have a dollar value of at least 75% of the total bid for this Project as set forth in the Price Sheet. Total bid price does not include any Town allowances identified. 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. References for these three projects shall be listed Vendor Questionnaire and incorporated herein by reference. These references will be checked, and it is Bidder’s responsibility to ensure that all information is accurate and current. Bidder 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. B. Investigation. The Town’s representative may conduct any investigation deemed necessary to determine the Bidder’s ability to perform the Work in accordance with the Contract Documents. The three lowest Bidders may be requested to submit additional documentation within 72 hours (or as specified) to assist the Town in its evaluation. 3.18. Certification A. By submitting a Bid, the Bidder certifies: No Collusion, The submission of the Bid did not involve collusion or other anti-competitive practices. B. By submitting a Bid, the Bidder certifies: No Discrimination, It shall not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246. C. By submitting a Bid, the Bidder certifies: 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, agent or elected official in connection with the submitted Bid or a resultant Contract. In the event that the resultant Contract is canceled pursuant to this provision, the Town shall be entitled, in addition Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 14 to any other rights and remedies, to recover and withhold from the Contractor an amount equal to 150% of the gratuity. D. By submitting a Bid, the Bidder certifies: 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 Contract. E. By submitting a Bid, the Bidder certifies: No Signature/False Statement, The signature on the Bid and the Vendor Information Form is genuine. Failure to sign the Bid or the Vendor Information Form, or signing either with a false statement, shall void the submitted Bid and any resulting Contract, and the Bidder may be debarred from further bidding in the Town. 3.19. Award of Contract A. Multiple Award 1. The Town may, at its sole discretion, accept Bidder’s Offer as part of a Multiple Award. B. Line item Option 1. Unless the Bidder’s Offer indicates otherwise, or unless specifically provided within the Contract, 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. The Town’s flexibility with respect to the method of award also includes any items bid as alternates, which may be accepted or rejected, in whole or in part, at the Town’s sole discretion. C. Evaluation 1. The evaluation of this Bid will be based on, but not limited to, the following: a. compliance with Scope of Work, b. Price, including alternates selected by the Town, if any, and taxes, but excluding “as- needed” services requested by the Town and c. Bidder qualifications to provide the Services/Materials. D. Waiver, Rejection, Reissuance 1. Notwithstanding any other provision of this IFB, the Town expressly reserves the right to: a. waive any immaterial defect or informality, b. reject any or all Bids or portions thereof and c. cancel or reissue an IFB. E. Offer Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 15 1. A Bid is a binding offer to contract with the Town based upon the terms, conditions and specifications contained in this IFB and the Bidder’s responsive Bid, unless any of the terms, conditions, or specifications are modified by a written addendum or contract amendment. Bids become binding contracts when the Acceptance of Offer and Notice of Award is executed in writing by the Town. Bidder Offers shall be valid and irrevocable for 90 Days after the Bid Opening. F. Protest 1. Any Bidder may protest this IFB, the proposed award of a Contract, or the actual award of a Contract. All protests will be considered in accordance with the process set forth by the Town Ordinance and Town Procurement Policy. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 16 4. Terms and Conditions 4.1. Term This Contract shall be effective from the date it is fully executed by the Town and remain in full force and effect for one year thereafter (the “Initial Term”), unless terminated as otherwise provided herein. After the expiration of the Initial Term, this Contract may be renewed for up to four successive one-year terms (each a “Renewal Term”) if (A) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal in each subsequent year, (B) at least 30 Days prior to the end of the then-current term of the Contract, the Contractor requests, in writing, to extend the Contract for an additional one-year term and (C) the Town approves the additional one-year term in writing (including any price adjustments), as evidenced by the Town Manager’s signature thereon, which approval may be withheld by the Town for any reason. The Contractor’s failure to seek a renewal of this Contract shall cause the Contract to terminate at the end of the then-current term of this Contract; provided however, that the Town may, at its discretion and with the agreement of the awarded Contractor, elect to waive this requirement and renew this Contract. The Initial Term and any Renewal Term(s) are collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this Contract shall remain in full force and effect. 4.2. Compensation The Town shall pay the Contractor for Services completed and accepted by the Town at the rates set forth in the Price Sheet. The Contractor shall not commence any billable Work or provide any Services under this Contract until the Contractor receives an executed purchase order from the Town. 4.3. Payments The Contractor will be paid on the basis of invoices submitted following acceptance of the Services/Materials. All invoices shall document and itemize all Services performed and Materials delivered in sufficient detail to justify payment and shall include the Work Order number authorizing the transaction and shall be delivered to the Town Accounts Payable address indicated on the face of the Work Order, unless otherwise specified. All transportation charges must be prepaid by the Contractor. If invoice is subject to a cash discount, the discount period will be calculated from the date of receipt of the claim or the Materials, whichever is later. 4.4. Documents All documents prepared and submitted to the Town pursuant to this Contract shall be the property of the Town. 4.5. Contractor Personnel Contractor shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Contract. Contractor agrees to assign specific individuals to key positions. If deemed qualified, the Contractor is encouraged to hire Town residents to fill vacant positions at all levels. Contractor agrees that, upon commencement of the Services to be performed under this Contract, key personnel shall not be removed or replaced without prior written notice to the Town. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 17 4.6. Reference Standards The Contractor shall perform the Work required in conformance with MAG Specifications and the MAG Supplement, each of which is incorporated herein by reference. In the event of a conflict between the MAG Specifications and the MAG Supplement, the MAG Supplement shall prevail. 4.7. Plans and Specifications to Successful Contractor The successful Contractor shall print their own Plans and Specifications for this Project from the Town’s e-Procurement website: https://secure.procurenow.com/portal/fhaz 4.8. Contract Time The Contract Time for this Project shall be TBD from the Notice to Proceed. All Work on the Project shall be completed on or before the expiration of the Contract Time. 4.9. Pre-Construction Conference Within 30 Days of the issuance of the Notice of Award, the Contractor shall attend a pre-construction conference. The Town will contact the Contractor to schedule a specific date, time and location for the pre-construction conference. The purpose of this conference is to outline specific items and procedures and to address items that require special attention on the part of the Contractor. The Contractor may also present proposed variations in procedures that the Contractor believes may (A) improve the Project, (B) reduce cost or (C) reduce inconvenience to the public. Any necessary coordination and procedures for construction inspection and staking will be addressed during the pre-construction conference. The Contractor will be required to provide the following items at, or prior to, the pre- construction conference, each of which is subject to review and approval by the Engineer: A. Key Personnel: Subcontractors 1. A list of the names and emergency telephone numbers of all proposed Key Personnel, Subcontractors and suppliers that the Contractor intends to utilize on the Project, Vendor Questionnaire and incorporated herein by reference. If Key Personnel are not available to perform the Services for a continuous period exceeding 30 Days, or are expected to devote substantially less effort to the Services than initially anticipated, Contractor 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. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 18 4.10. Inspection; Acceptance All Work shall be subject to inspection and acceptance by the Town at reasonable times during Contractor’s performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the Town 4.11. Licenses; Materials Contractor shall maintain in current status all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor. The Town has no obligation to provide Contractor, its employees or Subcontractors any business registrations or licenses required to perform the specific Services set forth in this Contract. The Town has no obligation to provide tools, equipment or Material to Contractor. 4.12. Performance Warranty Contractor 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. 4.13. Indemnification To the fullest extent permitted by law, the Contractor 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, 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 Contractor, its officers, employees, agents, or any tier of Subcontractor in the performance of this Contract. 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. 4.14. Changes; Cancellation The Town reserves the right to cancel or make changes in the Services or Materials to be furnished by the Contractor within a reasonable period of time after issuance of Work Orders. If such changes cause an increase or decrease in the amount due under the Work Order, or in the time required for Contractor’s performance, an acceptable adjustment shall be made and the Work Order shall be modified in writing accordingly. Any agreement for adjustment must be asserted in writing within 10 Days from when the change is ordered. Should a Work Order be canceled, the Town agrees to reimburse Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 19 the Contractor but only for actual and documentable costs incurred by the Contractor due to and after issuance of the Work Order. The Town will not reimburse the Contractor for any costs incurred after receipt of a notice of cancellation from the Town, or for lost profits, shipment of product or costs incurred prior to issuance of a Work Order. 4.15. Insurance A. General. 1. Insurer Qualifications. Without limiting any obligations or liabilities of Contractor, Contractor 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 Contract at the Town’s option. 2. No Representation of Coverage Adequacy. By requiring insurance herein, the Town does not represent that coverage and limits will be adequate to protect Contractor. The Town reserves the right to review any and all of the insurance policies and/or endorsements cited in this Contract but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this Contract or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Contract. 3. 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 Contract, the Town, its agents, representatives, officers, directors, officials and employees as Additional Insured as specified under the respective coverage sections of this Contract. 4. 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 Contract are satisfactorily performed, completed and formally accepted by the Town, unless specified otherwise in this Contract. 5. Primary Insurance. Contractor’s insurance shall be primary insurance with respect to performance of this Contract and in the protection of the Town as an Additional Insured. 6. 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. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 20 7. 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 Contractor. Contractor shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. 8. 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. Contractor shall be solely responsible for any such deductible or self-insured retention amount. 9. Use of Subcontractors. If any Work under this Contract is subcontracted in any way, Contractor shall execute written agreement with its Subcontractors containing the indemnification provisions set forth in this subsection and insurance requirements set forth herein protecting the Town and Contractor. Contractor shall be responsible for executing any agreements with its Subcontractor and obtaining certificates of insurance verifying the insurance requirements. 10. Evidence of Insurance. Prior to commencing any Work or Services under this Contract, Contractor 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 Contract, issued by Contractor’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 Contract 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 Contract. 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 Contract. If any of the policies required by this Contract expire during the life of this Contract, it shall be Contractor’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 Contract shall be identified by referencing this Contract. A $25.00 administrative fee shall be assessed for all certificates or declarations received without a reference to this Contract. Additionally, certificates of insurance and declaration page(s) of the insurance policies submitted without referencing this Contract will be subject to rejection and may be returned or discarded. Certificates of insurance and declaration page(s) shall specifically include the following provisions: Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 21 a. The Town, its agents, representatives, officers, directors, officials and employees are Additional Insureds as follows: i. Commercial General Liability - Under Insurance Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent. ii. Auto Liability - Under ISO Form CA 20 48 or equivalent. iii. Excess Liability - Follow Form to underlying insurance. b. Contractor’s insurance shall be primary insurance with respect to performance of the Contract. c. 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 Contractor under this Contract. d. 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. B. Required Insurance Coverage. 1. Commercial General Liability. Contractor 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 Contract, the Town, its agents, representatives, officers, officials and employees shall be cited as an Additional Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 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. 2. Vehicle Liability. Contractor shall maintain Business Automobile Liability insurance with a limit of $1,000,000 each occurrence on Contractor’s owned, hired and non-owned vehicles Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 22 assigned to or used in the performance of the Contractor’s Work or Services under this Contract. 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 Contract, 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. 3. Professional Liability. If this Contract is the subject of any professional Services or Work, or if the Contractor engages in any professional Services or Work in any way related to performing the Work under this Contract, the Contractor shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Contractor, or anyone employed by the Contractor, or anyone for whose negligent acts, mistakes, errors and omissions the Contractor is legally liable, with an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate. 4. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation insurance to cover obligations imposed by federalFederal and stateState statutes having jurisdiction over Contractor’s employees engaged in the performance of Work or Services under this Contract 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. C. 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. 4.16. Termination: Cancellation A. For Town's Convenience 1. This Contract is for the convenience of the Town and, as such, may be terminated without cause after receipt by Contractor of written notice by the Town. Upon termination for convenience, Contractor shall be paid for all undisputed Services performed and Materials delivered to the termination date. B. For Cause 1. If either party fails to perform any obligation pursuant to this Contract 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 Contract 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 Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 23 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 (1) provides written notice to the non-defaulting party and (2) 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 Contractor for the undisputed portion of its fee due as of the termination date. C. Due to Work Stoppage 1. This Contract may be terminated by the Town upon 30 Days’ written notice to Contractor 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 Contractor for the undisputed portion of its fee due as of the termination date. D. Conflict of Interest 1. This Contract is subject to the provisions of Ariz. Rev. Stat. § 38-511. The Town may cancel this Contract 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 Contract on behalf of the Town or any of its departments or agencies is, at any time while the Contract or any extension of the Contract is in effect, an employee of any other party to the Contract in any capacity or a consultant to any other party of the Contract with respect to the subject matter of the Contract. E. Gratuities 1. The Town may, by written notice to the Contractor, cancel this Contract 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 Contractor or any agent or representative of the Contractor to any officer, agent or employee of the Town for the purpose of securing this Contract. In the event this Contract 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 Contractor an amount equal to 150% of the gratuity. F. Agreement Subject to Appropriation 1. The Town is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the Town’s then current fiscal year. The Town’s obligations under this Agreement are current expenses subject to the “budget law” and the unfettered legislative discretion of the Town concerning budgeted purposes and appropriation of funds. Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 24 terminated at the end of the then-current fiscal year term for which such funds were appropriated and budgeted for such purpose and the Town shall be relieved of any subsequent obligation under this Agreement. The parties agree that the Town has no obligation or duty of good faith to budget or appropriate the payment of the Town’s obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The Town shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The Town shall keep Contractor informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town. Contractor hereby waives any and all rights to bring any claim against the Town from or relating in any way to the Town's termination of this Agreement pursuant to this section. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 25 5. Miscellaneous Terms and Conditions 5.1. Applicable Law; Venue This Contract shall be governed by the laws of the State of Arizona and suit pertaining to this Contract may be brought only in courts in Maricopa County, Arizona. 5.2. 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 Contractor acknowledges and agrees that all Services and Materials provided under this Contract are being provided as an independent contractor, not as an employee or agent of the Town. Contractor, 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 Contractor, its employees or Subcontractors. The Contractor, and not the Town, shall determine the time of its performance of the Services provided under this Contract so long as Contractor meets the requirements of its agreed Scope of Work as set forth in Scope of Work above. Contractor is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and Contractor do not intend to nor will they combine business operations under this Contract. 5.3. Laws and Regulations The Contractor shall keep fully informed and shall at all times during the performance of its duties under this Contract ensure that it and any person for whom the Contractor is responsible remains in compliance with all rules, regulations, ordinances, statutes or laws affecting the Services or Materials including, but not limited to, the following: (1) existing and future Town and County ordinances and regulations; (2) existing and future state and federal laws; and (3) existing and future Occupational Safety and Health Administration standards. 5.4. Contract Amendments This Contract may be modified only by a written amendment signed by persons duly authorized to enter into contracts on behalf of the Town and the Contractor; provided, however, that Change Orders may be issued and approved administratively by the Town when such changes do not alter the Contract Price. 5.5. Provisions Required by Law Each and every provision of law and any clause required by law to be in the Contract 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, the Contract will promptly be physically amended to make such insertion or correction. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 26 5.6. Severability The provisions of this Contract 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 the Contract which may remain in effect without the invalid provision or application. 5.7. Entire Agreement; Interpretation; Parol Evidence This Contract 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 Contract are hereby revoked and superseded by this Contract. 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 Contract. This Contract 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 the Contract. 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 Contract. 5.8. Assignment; Delegation No right or interest in this Contract shall be assigned or delegated by Contractor without prior, written permission of the Town, signed by the Town Manager. Any attempted assignment or delegation by Contractor in violation of this provision shall be a breach of this Contract by Contractor. 5.9. Subcontracts No subcontract shall be entered into by the Contractor with any other party to furnish any of the Services or Materials specified herein without the prior written approval of the Town. The Contractor is responsible for performance under this Contract whether or not Subcontractors are used. 5.10. Rights and Remedies No provision in this Contract 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 Contract. The failure of the Town to insist upon the strict performance of any term or condition of this Contract or to exercise or delay the exercise of any right or remedy provided in this Contract, or by law, or the Town’s acceptance of and payment for Services, shall not release the Contractor from any responsibilities or obligations imposed by this Contract or by law, and shall not be deemed a waiver of any right of the Town to insist upon the strict performance of this Contract. 5.11. Attorneys’ Fees In the event either party brings any action for any relief, declaratory or otherwise, arising out of this Contract 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. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 27 5.12. Notices and Requests. Any notice or other communication required or permitted to be given under this Contract shall be in writing and shall be deemed to have been duly given if (1) delivered to the party at the address set forth below, (2) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (3) given to a recognized and reputable overnight delivery service, to the address set forth in below: 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 (1) when delivered to the party, (2) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (3) 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. A. If to the Town: Town of Fountain Hills16705 East Avenue of the FountainsFountain Hills, Arizona 85268Attn: Rachael Goodwin, Town Manager With copy to: Town of Fountain Hills16705 East Avenue of the FountainsFountain Hills, Arizona 85268Attn: Aaron D. Arnson, Town Attorney If to Contractor:_____________________________________________________________________ ______________________________Attn: ____________________________ 5.13. Overcharges by Antitrust Violations The Town maintains that, in practice, overcharges resulting from antitrust violations are borne by the purchaser. Therefore, to the extent permitted by law, the Contractor hereby assigns to the Town any and all claims for such overcharges as to the goods and services used to fulfill the Contract. 5.14. Force Majeure Except for payment for sums due, neither party shall be liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence. Without limiting the foregoing, force majeure includes acts of God; acts of the public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire; floods; lockouts, injunctions-intervention-acts, or failures or refusals to act by government authority; and other similar occurrences beyond the control of the party declaring force majeure which such party is unable to prevent by exercising reasonable diligence. The force majeure shall be deemed to commence when the party declaring force majeure notifies the other party, in accordance with subsection "Notices and Requests", of the existence of the force majeure and shall be deemed to continue as long as the results or effects of the force majeure prevent the party from resuming performance in accordance with this Contract. Force majeure shall not include the following occurrences: A. Late Delivery. Late delivery of equipment or materials caused by congestion at a manufacturer’s plant or elsewhere, an oversold condition of the market, inefficiencies or similar occurrences. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 28 B. Late Performance. Late performance by a Subcontractor unless the delay arises out of a force majeure occurrence in accordance with this Subsection "Force Majeure". Any delay or failure in performance by either party hereto shall not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if, and to the extent that such delay or failure is caused by force majeure. If either party is delayed at any time in the progress of the Work by force majeure, then the delayed party shall notify the other party in accordance with Subsection "Notices and Requests" and shall make a specific reference to this Section, thereby invoking its provisions. The delayed party shall cause such delay to cease as soon as practicable and shall notify the other party in writing. The time of Substantial Completion or Final Completion shall be extended by written Contract amendment for a period of time equal to the time that the results or effects of such delay prevent the delayed party from performing in accordance with this Contract. 5.15. Confidentiality of Records The Contractor 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 Contract shall not be used or disclosed by it, its agents, officers, or employees, except as required to perform Contractor’s duties under this Contract. Persons requesting such information should be referred to the Town. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under this Contract. 5.16. Records and Audit Rights To ensure that the Contractor and its Subcontractors are complying with the warranty under subsection "E-verify Requirements" below, Contractor’s and its Subcontractors’ books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Contract, including the papers of any Contractor and its Subcontractors’ employees who perform any Work or Services pursuant to this Contract (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 (1) evaluation and verification of any invoices, payments or claims based on Contractor’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 Contract and (2) evaluation of the Contractor’s and its Subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection "E-verify Requirements" below. To the extent necessary for the Town to audit Records as set forth in this subsection, Contractor 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 Contract for the duration of the Work and until three years after the date of final payment by the Town to Contractor pursuant to this Contract. Contractor 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 Contractor or its Subcontractors reasonable advance notice of intended audits. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 29 Contractor shall require its Subcontractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Contract. 5.17. E-verify Requirements To the extent applicable under Ariz. Rev. Stat. § 41-4401, the Contractor 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). Contractor’s or its Subcontractors’ failure to comply with such warranty shall be deemed a material breach of this Contract and may result in the termination of this Contract by the Town. 5.18. Israel Contractor 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. 5.19. 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. 5.20. Liens All Services or Materials shall be free of all liens and, if the Town requests, a formal release of all liens shall be delivered to the Town. 5.21. Conflicting Terms In the event of any inconsistency, conflict or ambiguity among the terms of this Contract, the IFB, the Scope of Work, any Town-approved Purchase Order, the Price Sheet, any Town-approved Work Orders, invoices and the Contractor’s response to the IFB, the documents shall govern in the order listed herein. Notwithstanding the foregoing, and in conformity with Scope of Work above, unauthorized exceptions, conditions, limitations or provisions in conflict with the terms of this Contract (collectively, the “Unauthorized Conditions”), other than the Town’s project-specific quantities, configurations or delivery dates, are expressly declared void and shall be of no force and effect. Acceptance by the Town of any Work Order or invoice containing any such Unauthorized Conditions or failure to demand full compliance with the terms and conditions set forth in this Contract shall not alter or relieve Contractor from, nor be construed or deemed a waiver of, its requirements and obligations in the performance of this Contract. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 30 5.22. 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 Contractor any amounts Contractor owes to the Town for damages resulting from breach or deficiencies in performance or breach of any obligation under this Contract. B. Offset for Delinquent Fees or Taxes. The Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for delinquent fees, transaction privilege taxes and property taxes, including any interest or penalties. 5.23. Non-Exclusive Contract This Contract is entered into with the understanding and agreement that it is for the sole convenience of the Town of Fountain Hills. The Town reserves the right to obtain like goods and Services from another source when necessary. 5.24. 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 Contractor. Contractor 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 Contract in such quantities and configurations as may be agreed upon between the parties. All cooperative procurements under this Contract shall be transacted solely between the requesting Eligible Procurement Unit and Contractor. 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 Contract. The Town shall not be responsible for any disputes arising out of transactions made by others. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 31 6. Alternative Dispute Resolution 6.1. Scope Notwithstanding anything to the contrary provided elsewhere in the Contract Documents, except for Binding Arbitration Procedure Scope of Award below, the alternative dispute resolution (“ADR”) process provided for herein shall be the exclusive means for resolution of claims or disputes arising under, relating to or touching upon the Contract, the interpretation thereof or the performance or breach by any party thereto, including but not limited to original claims or disputes asserted as cross claims, counterclaims, third party claims or claims for indemnity or subrogation, in any threatened or ongoing litigation or arbitration with third parties, if such disputes involve parties to contracts containing this ADR provision. 6.2. Neutral Evaluator, Arbitrators The Town will select a Neutral Evaluator to serve as set forth in this ADR process, subject to the Contractor’s approval, which approval shall not be unreasonably withheld. In the event that the Town and the Contractor are unable to agree upon a Neutral Evaluator, the neutral evaluation process shall be eliminated and the parties shall proceed with the binding arbitration process set forth in Section "Binding Arbitration Procedure" below. The Town and Contractor shall each select an arbitrator to serve as set forth in this ADR process. Each arbitrator selected shall be a member of the State Bar of the State of Arizona and shall have experience in the field of construction law. None of the arbitrators nor any of the arbitrator’s firms shall have presently, or in the past, represented any party to the arbitration. 6.3. Neutral Evaluation Process If the parties have been unable to resolve the disputes after discussions and partnering, but the parties have agreed to a Neutral Evaluator, the following neutral evaluation process shall be used to resolve any such dispute. A. Notification of Dispute. The Town through its Engineer shall notify the Neutral Evaluator in writing of the existence of a dispute within 10 Days of the Town or the Contractor declaring need to commence the neutral evaluation process. B. Non-Binding Informal Hearing. The Neutral Evaluator shall schedule a non-binding informal hearing of the matter to be held within seven Days from receipt of notification of the existence of a dispute. The Neutral Evaluator may conduct the hearing in such manner as he deems appropriate and shall notify each party of the hearing and of its opportunity to present evidence it believes will resolve the dispute. Each party to the dispute shall be notified by the Neutral Evaluator that it shall submit a written outline of the issues and evidence intended to be introduced at the hearing and the proposed resolution of the dispute to the Neutral Evaluator before the hearing commences. Arbitrators shall not participate in such informal hearing or proceedings process. The Neutral Evaluator is not bound by the rules of evidence when Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 32 admitting evidence in the hearing and may limit the length of the hearing, the number of witnesses or any evidence introduced to the extent deemed relevant and efficient. C. Non-Binding Decision. The Neutral Evaluator shall render a non-binding written decision as soon as possible, but not later than five Days after the hearing. 6.4. Binding Arbitration Procedure The following binding arbitration procedure, except as provided in subsection (G) "Scope of Work" below, shall serve as the exclusive method to resolve a dispute if (A) the parties cannot agree to a Neutral Evaluator as set forth in Section "Neutral Evaluator, Arbitrators" above or (B) any party chooses not to accept the decision of the Neutral Evaluator. The party requesting binding arbitration shall notify the Neutral Evaluator of a request for arbitration in writing within three business days’ of receipt of the Neutral Evaluator’s decision. If the Contractor requests arbitration or if Contractor rejects the Town’s selection of a Neutral Evaluator, it shall post a cash bond with the Neutral Evaluator in an amount agreed upon by the parties or, in the event of no agreement, the Neutral Evaluator shall establish the amount of the cash bond to defray the cost of the arbitration as set forth in subsection (M) "Fees and Costs" and the proceeds from the bond shall be allocated in accordance with subsection (M) "Fees and Costs" by the Arbitration Panel. A. Arbitration Panel. The Arbitration Panel shall consist of three arbitrators: the Town’s appointed arbitrator, the Contractor’s appointed arbitrator and a third arbitrator (or “Neutral Arbitrator”) who shall be selected by the parties’ arbitrators as set forth in subsection (B) "election of Neutral Arbitrator" If more than one consultant or contractor is involved in a dispute, the consultants and/or contractors shall agree on an appointee to serve as arbitrator. The Neutral Evaluator shall not participate in the proceedings. B. Selection of Neutral Arbitrator. The parties’ arbitrators shall choose the Neutral Arbitrator within five business days of receipt of notification of a dispute from the Neutral Evaluator. The Neutral Arbitrator shall have the same qualifications as those of the arbitrators set forth in subsection "Neutral Evaluator, Arbitrators". In the event that the selected arbitrators cannot agree on the Neutral Arbitrator as set forth above, the Neutral Arbitrator shall be the “Default Neutral Arbitrator,” a person or entity jointly selected by the Town and the Contractor. If the Town and the Contractor cannot agree on a Default Neutral Arbitrator, the Town and the Contractor shall each submit two names to an appropriate judge who shall select one person to serve as the Default Neutral Arbitrator. C. Expedited Hearing. The parties have structured this procedure with the goal of providing for the prompt, efficient and final resolution of all disputes falling within the purview of this ADR process. To that end, any party can petition the Neutral Evaluator to set an expedited hearing. If the Neutral Evaluator determines that the circumstances justify it, the Neutral Evaluator shall contact the selected Arbitration Panel and arrange for scheduling of the arbitration at the earliest possible date. In any event, the hearing of any dispute not expedited will commence as soon as practical but in no event later than 20 Days after notification of request for arbitration Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 33 having been submitted. This deadline can be extended only with the consent of all the parties to the dispute, or by decision of the Arbitration Panel upon a showing of emergency circumstances. D. Procedure. The Arbitration Panel will select a Chairman and will conduct the hearing in such a manner that will resolve disputes in a prompt, cost efficient manner giving regard to the rights of all parties. Each party shall supply to the Arbitration Panel a written pre-hearing statement which shall contain a brief statement of the nature of the claim or defense, a list of witnesses and exhibits, a brief description of the subject matter of the testimony of each witness who will be called to testify, and an estimate as to the length of time that will be required for the arbitration hearing. The Arbitration Panel shall review and consider the Neutral Evaluator decision, if any. The Chairman shall determine the nature and scope of discovery, if any, and the manner of presentation of relevant evidence consistent with deadlines provided herein and the parties’ objective that disputes be resolved in a prompt and efficient manner. No discovery may be had of any materials or information for which a privilege is recognized by Arizona law. The Chairman upon proper application shall issue such orders as may be necessary and permissible under law to protect confidential, proprietary or sensitive materials or information from public disclosure or other misuse. Any party may make application to the Maricopa County Superior Court to have a protective order entered as may be appropriate to confirm such orders of the Chairman. E. Hearing Days. In order to effectuate parties’ goals, the hearing once commenced, will proceed from business day to business day until concluded, absent a showing of emergency circumstances. F. Award. The Arbitration Panel shall, within 10 Days from the conclusion of any hearing, by majority vote issue its award. The award shall include an allocation of fees and costs pursuant to subsection (M) "Fees and Costs" herein. The award is to be rendered in accordance with this Contract and the laws of the State of Arizona. G. Scope of Award. The Arbitration Panel shall be without authority to award punitive damages, and any such punitive damage award shall be void. The Arbitration Panel shall be without any authority to issue an award against any individual party in excess of twenty percent (20%) of the original Contract amount, but in no event shall any award exceed $2,000,000, exclusive of interest, arbitration fees, costs and attorneys’ fees. If an award is made against any individual party in excess of $100,000, exclusive of interest, arbitration fees, costs and attorneys’ fees, it must be supported by written findings of fact, conclusions of law and a statement as to how damages were calculated. Any claim in excess of twenty percent (20%) of the original Contract amount or in excess $2,000,000 shall be subject to the jurisdiction of the Superior Court of Arizona, Maricopa County. Any party can contest the validity of the amount claimed if an action is filed in the Superior Court. H. Jurisdiction. The Arbitration Panel shall not be bound for jurisdictional purposes by the amount asserted in any party’s claim, but shall conduct a preliminary hearing into the question of Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 34 jurisdiction upon application of any party at the earliest convenient time, but not later than the commencement of the arbitration hearing. I. Entry of Judgment. Any party can make application to the Maricopa County Superior Court for confirmation of an award, and for entry of judgment on it. J. Severance and Joinder. To reduce the possibility of inconsistent adjudications: (1) the Neutral Evaluator or the Arbitration Panel may, at the request of any party, join and/or sever parties, and/or claims arising under other contracts containing this ADR provision, and (2) the Neutral Evaluator, on his own authority, or the Arbitration Panel may, on its own authority, join or sever parties and/or claims subject to this ADR process as they deem necessary for a just resolution of the dispute, consistent with the parties’ goal of the prompt and efficient resolution of disputes, provided, however, that the Contractor, Architect/Engineer and Project professionals shall not be joined as a party to any claim made by a Contractor. Nothing herein shall create the right by any party to assert claims against another party not germane to the Contract or not recognized under the substantive law applicable to the dispute. Neither the Neutral Evaluator nor the Arbitration Panel are authorized to join to the proceeding parties not in privity with the Town. Contractor cannot be joined to any pending arbitration proceeding, without Contractor’s express written consent, unless Contractor is given the opportunity to participate in the selection of the non-Town appointed arbitrator. K. Appeal. Any party may appeal (1) errors of law by the Arbitration Panel if, but only if, the errors arise in an award in excess of $100,000, (2) the exercise by the Chairman or Arbitration Panel of any powers contrary to or inconsistent with the Contract or (3) on the basis of any of the grounds provided in Ariz. Rev. Stat. § 12-1512, as amended. Appeals shall be to the Maricopa County Superior Court within 15 Days of entry of the award. The standard of review in such cases shall be that applicable to the consideration of a motion for judgment notwithstanding the verdict, and the Maricopa County Superior Court shall have the authority to confirm, vacate, modify or remand an award appealed under this Section, but not to conduct a trial, entertain the introduction of new evidence or conduct a hearing de novo. L. Uniform Arbitration Act. Except as otherwise provided herein, binding arbitration pursued under this provision shall be governed by the Uniform Arbitration Act as codified in Arizona in Ariz. Rev. Stat. § 12-1501, et seq. M. Fees and Costs. Each party shall bear its own fees and costs in connection with any informal hearing before the Neutral Evaluator. All fees and costs associated with any arbitration before the Arbitration Panel, including without limitation the Arbitration Panelists’ fee, and the prevailing party’s reasonable attorneys’ fees, expert witness fees and costs, will be paid by the non-prevailing party, except as provided for herein. In no event shall any Arbitrator’s hourly fees be awarded in an amount in excess of $200 per hour and (1) costs shall not include any travel expenses in excess of mileage at the rate paid by the Town, not to exceed a one way trip of 150 miles, and (2) all travel expenses, including meals, shall be reimbursed pursuant to the travel Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 35 policy of the Town in effect at the time of the hearing. The determination of prevailing and non- prevailing parties, and the appropriate allocation of fees and costs, will be included in the award by the Arbitration Panel. Fees for the Neutral Evaluator shall be divided evenly between the Town and the Contractor. N. Confidentiality. Any proceeding initiated under ADR shall be deemed confidential to the maximum extent allowed by Arizona law and no party shall, except for disclosures to a party’s attorneys or accountants, make any disclosure related to the disputed matter or to the outcome of any proceeding except to the extent required by law, or to seek interim equitable relief, or to enforce an agreement reached by the parties or an award made hereunder. O. Equitable Litigation. Notwithstanding any other provision of ADR to the contrary, any party can petition the Maricopa County Superior Court for interim equitable relief as necessary to preserve the status quo and prevent immediate and irreparable harm to a party or to the Program pending resolution of a dispute pursuant to ADR provided herein. No court may order any permanent injunctive relief except as may be necessary to enforce an order entered by the Arbitration Panel. The fees and costs incurred in connection with any such equitable proceeding shall be determined and assessed in ADR. P. Change Order. Any award in favor of the Contractor against the Town or in favor of the Town against the Contractor shall be reduced to a Change Order and executed by the parties in accordance with the award and the provisions of this Contract. Q. Merger and Bar. Any claim asserted pursuant to this ADR process shall be deemed to include all claims, demands, and requests for compensation for costs and losses or other relief, including the extension of the Contract performance period which reasonably should or could have been brought against any party that was or could have been brought into this ADR process, with respect to the subject claim. The Arbitration Panel shall apply legal principles commonly known as merger and bar to deny any claim or claims against any party regarding which claim or claims recovery has been sought or should have been sought in a previously adjudicated claim for an alleged cost, loss, breach, error, or omission. R. Inclusion in Other Contracts. The Contractor shall cooperate with the Town in efforts to include this ADR provision in all other Project contracts. Subject to Contractor’s reasonable agreement, the Contractor agrees that any modification to this ADR provision that is included in the construction or other contracts shall also apply to the Contractor. It is the intent of the parties that any changes to this ADR provision in later contracts will be evolutionary and designed to incorporate the terms of this ADR provision without material changes to the substance or procedure of this ADR provision. Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 36 7. Scope of Work 7.1. Cottonwoods Maintenance District – Annual Landscape Maintenance The vendor shall provide landscape maintenance services for the Cottonwoods Maintenance District, including but not limited to the following: 1. Monthly Maintenance: o Remove weeds and unwanted vegetation. o Raking and blowing debris. o Remove and dispose of trash and debris. o Remove broken or damaged plant material. o Trim plant material to ensure safety and proper visibility (i.e., to not block drivers' line of sight or pedestrian pathways). o Inspect and treat for disease and insect infestations as needed. o Check irrigation equipment for leaks, breaks, and malfunctions, and perform necessary repairs. o Ensure efficient water application by maintaining irrigation systems to reduce overspray and prevent runoff. o Remove cobwebs and debris from cacti, plants, and trees. o Report graffiti and vandalism to the Town of Fountain Hills. o Inspect all irrigation valves and emission devices for proper functioning, except for those in gardens. 2. Semi-Annual Services: o Provide pre-emergent and post-emergent weed control applications in the fall and spring. o Trim plant material per the Town of Fountain Hills Landscape Maintenance Manual, preserving the natural form and flowering wood of each species or as otherwise directed by the Town of Fountain Hills. Pricing and Proposal Requirements: Bids should include the following pricing breakdown: 1. Monthly Service Rate: $_________________ Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 37 2. Fall Pre & Post-Emergent Applications: $_________________ 3. Spring Pre & Post-Emergent Applications: $_________________ 4. Hourly Rate for Removal of Damaged Vegetation: $_________________ 5. Unit Rate for 15-Gallon Tree Replacement: $_________________ 6. Unit Rate for 5-Gallon Shrub and Ground Cover Replacement: $_________________ Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 38 8. Vendor Questionnaire The Proposal shall be submitted with a cover letter with an original ink signature (or a compliant digital signature) by a person authorized to bind the Vendor. Proposals submitted without a cover letter with a compliant signature by a person authorized to bind the Vendor shall be considered non-responsive. The entire 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 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. 8.1. Licenses 8.1.1. Arizona Transaction Privilege Tax License* Please upload your Arizona Transaction Privilege Tax License here *Response required 8.2. References Provide the following information for three clients for whom Bidder has successfully completed similar projects as stated in Bid Process and Award subsection Bidder Qualifications within the past 60 months. Failure to provide three accurate and suitable references will result in disqualification. Bidder may also attach another sheet with additional references. 8.2.1. Reference # 1* Please provide the following information for your 1st reference: • Company • Address • City/State/Zip Code • Contact • Telephone Number • Date of Contract Initiation Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 39 • Date of Contract Expiration • Final Project Cost • Project Description *Response required 8.2.2. Reference # 2* Please provide the following information for your 2nd reference: • Company • Address • City/State/Zip Code • Contact • Telephone Number • Date of Contract Initiation • Date of Contract Expiration • Final Project Cost • Project Description *Response required 8.2.3. Reference # 3* Please provide the following information for your 3rd reference: • Company • Address • City/State/Zip Code • Contact • Telephone Number • Date of Contract Initiation • Date of Contract Expiration • Final Project Cost • Project Description *Response required Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 40 8.3. Certification By confirming questions under this section, the Vendor certifies: 8.3.1. No Collusion* The submission of the Proposal did not involve collusion or other anti-competitive practices. ☐ Please confirm *Response required 8.3.2. No Discrimination* It shall not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246. ☐ Please confirm *Response required 8.3.3. 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 for questions submitted as set forth in Inquiries. Any attempt to influence the selection process by any means shall void the submitted Proposal and any resulting Agreement. ☐ Please confirm *Response required 8.3.4. 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. ☐ Please confirm *Response required 8.3.5. 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. ☐ Please confirm Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 41 *Response required 8.3.6. 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. ☐ Please confirm *Response required 8.4. List of Key Personnel, Subcontractor and/or Suppliers working on the project A list of the names and emergency telephone numbers of all proposed Key Personnel, Subcontractors and suppliers that the Contractor intends to utilize on the Project 8.4.1. List of Subcontractors* The contractor must list below the Trade, Company name, License and Classification numbers of all qualified subcontractors and/or suppliers they will employ for the various portions of work indicated. Failure on the part of the Contractor to complete this list properly may constitute sufficient grounds to reject the bid. If no subcontractors will be listed please indicate with a N/A Example: Trade, Company Name, ROC License #, ROC License Classification *Response required 8.4.2. List of Key Personnal* A list of the names and emergency telephone numbers of all proposed Key Personnel Example: Name, Position Held, Emergency Telephone Number *Response required 8.4.3. List of Suppliers* A list of the names and emergency telephone numbers of all proposed suppliers Example: Name, Company, Emergency Telephone Number If none please indicate with a N/A *Response required 8.4.4. W-9* *Response required Invitation for Bids #IFB-2025-005 Title: Cottonwoods Maintenance District – Annual Landscape Maintenance 42 9. Pricing Proposal Line Item Description Quantity Unit of Measure Unit Cost Total 1 Monthly Service Rate 1 Month 2 Fall Pre & Post-Emergent Applications 1 Per Pre/Post App 3 Spring Pre & Post-Emergent Applications 1 Per Pre/Post App 4 Removal of Damaged Vegetation 1 Per Hour 5 Unit Rate for 15-Gallon Tree Replacement 1 Per replacement 6 Unit Rate for 5-Gallon Shrub and Ground Cover Replacement 1 Per replacement TOTAL BrightView Landscape Services, Inc.Lalla Salma LLC dba Verde Valley Landscaping Mariposa Landscape Arizona WCD Enterprises, LLC Line Item Description Quantity Unit of Measure Unit Cost Total Unit Cost Total Unit Cost Total Unit Cost Total 1 Monthly Service Rate 1 Month $990.00 $990.00 $610.00 $610.00 $1,025.00 $1,025.00 $375.00 $375.00 2 Fall Pre & Post-Emergent Applications 1 Per Pre/Post App $295.59 $295.59 $450.00 $450.00 $275.00 $275.00 $0.00 $0.00 3 Spring Pre & Post-Emergent Applications 1 Per Pre/Post App $295.59 $295.59 $450.00 $450.00 $275.00 $275.00 $0.00 $0.00 4 Removal of Damaged Vegetation 1 Per Hour $55.00 $55.00 $200.00 $200.00 $49.00 $49.00 $55.00 $55.00 5 Unit Rate for 15-Gallon Tree Replacement 1 Per replacement $183.10 $183.10 $225.00 $225.00 $250.00 $250.00 $75.00 $75.00 6 Unit Rate for 5-Gallon Shrub and Ground Cover Replacement 1 Per replacement $43.46 $43.46 $55.00 $55.00 $30.00 $30.00 $24.00 $24.00 Total $1,271.56 $1,090.00 $1,354.00 $529.00 EXHIBIT A TO RESOLUTION CMD 2025-01 [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 3, 2025, at 5:20 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 following estimates as modified or as now existing, will be adopted by the Board of Directors as the fiscal year 2025-2026 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 2025-2026 District budget may be viewed prior to the June 3, 2025, 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, 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, 2026 Tax Levy at $200.10 per property owner 11,606$ Investment Earnings 400 TOTAL 12,006$ Expenses Annual Landscape Maintenance Cost 8,970$ Annual Reserve for Exterior Wall Maintenance 1,280 Reserve Fund - Postage 50 Advertising 250 Administrative Fee (10%) 1,055 Contingency (from Reserve if needed) 4,000 TOTAL 15,605$ TENTATIVE BUDGET FISCAL YEAR 2025-2026 COTTONWOODS MAINTENANCE DISTRICT