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Home My WebLink AboutAGENDApacket__06-01-21_0826_234 NOTICE OF MEETING REGULAR MEETING COTTONWOODS MAINTENANCE DISTRICT Board Chairman Ginny Dickey Board Vice Chairman David Spelich Board Member Gerry Friedel Board Member Sharron Grzybowski Board Member Alan Magazine Board Member Peggy McMahon Board Member Mike Scharnow TIME:5:25 P.M. – REGULAR MEETING - IMMEDIATELY FOLLOWING THE MEETING OF THE EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT BOARD WHEN:TUESDAY, JUNE 1, 2021 WHERE:FOUNTAIN HILLS COUNCIL CHAMBERS 16705 E. AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ Members of the Cottonwoods Maintenance District will attend either in person or by telephone conference call; a quorum of the Town’s various Commission, Committee or Board members may be in attendance at the 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 recording, 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 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 and 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.fh.az.gov/publiccomment and SUBMIT a Public Comment Card by 3:00 PM on the day of the meeting. These comments will be shared with the Board. REGULAR MEETING 1.CALL TO ORDER 2.ROLL CALL 3.CONSIDERATION OF approving the minutes of the May 4, 2021, meeting of the Cottonwoods Maintenance District Board. 4.PUBLIC HEARING regarding Resolution CMD 2021-02, approving the Final Budget for the Cottonwoods Maintenance District for the fiscal year beginning July 1, 2021, and ending June 30, 2022. CONSIDERATION of Resolution CMD 2021-02 of the District Board of Directors of the Cottonwoods Maintenance District, approving the Final Budget for the Cottonwoods Maintenance District for the fiscal year beginning July 1, 2021, and ending June 30, 2022. 5.CONSIDERATION OF approval of Professional Services Agreement 2021-051 with Elco Enterprises, Inc. for the painting of the Cottonwoods District perimeter wall. 6.CONSIDERATION OF approval of Amendment No.1 to Professional Services Agreement 2020-079 with Verde Valley Landscaping. 7.ADJOURNMENT CERTIFICATE OF POSTING OF NOTICE The undersigned hereby certifies that a copy of the foregoing notice was duly posted in accordance with the statement filed by the Cottonwoods Maintenance District with the Town Clerk. Dated this ______ day of ____________________, 2021. _____________________________________________ Elizabeth A. Klein, MMC, District Clerk ITEM 3. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 06/01/2021 Meeting Type: Cottonwoods Maintenance District Agenda Type: Submitting Department: Administration Prepared by: Elizabeth A. Klein, Town Clerk Staff Contact Information: Request to Cottonwoods Maintenance District (Agenda Language): CONSIDERATION OF approving the minutes of the May 4, 2021, meeting of the Cottonwoods Maintenance District Board. 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 meeting of May 4, 2021. SUGGESTED MOTION MOVE to approve the minutes of the meeting of May 4, 2021. Attachments Minutes MINUTES OF THE REGULAR MEETING OF THE COTTONWOODS MAINTENANCE DISTRICT HELD MAY 4, 2021 1.CALL TO ORDER Chairman Dickey called the meeting of May 4, 2021, to order at 5:31 p.m. 2.ROLL CALL Present: Chairman Ginny Dickey; Vice Chairman David Spelich; Board Member Gerry Friedel; Board Member Peggy McMahon; Board Member Alan Magazine; Board Member Sharron Grzybowski; Board Member Mike Scharnow Staff Present: Grady E. Miller, District Manager; Aaron D. Arnson, District Attorney; Elizabeth A. Klein, District Clerk 3.CONSIDERATION OF approval of minutes from the Regular Meeting of June 16, 2020, of the Cottonwoods Maintenance District Board. MOVED BY Board Member Sharron Grzybowski, SECONDED BY Board Member Alan Magazine to approve the minutes of June 16, 2020. Vote: 7 - 0 - Unanimously 4.CONSIDERATION OF Resolution CMD 2021-01 by the Maintenance District Board approving the Tentative Budget for the fiscal year beginning July 1, 2021, and ending June 30, 2022, providing notification to property owners, and setting a hearing date for the budget and annual assessments. Mr. Miller explained that this is for landscaping and the wall in the Cottonwoods area and homes are assessed annually. MOVED BY Board Member Mike Scharnow, SECONDED BY Board Member Gerry Friedel to adopt Resolution CMD 2021-01. Vote: 7 - 0 - Unanimously 5.ADJOURNMENT MOVED BY Vice Chairman David Spelich, SECONDED BY Board Member Gerry Friedel to adjourn. Vote: 7 - 0 - Unanimously The meeting of the Cotonwoods Maintenance District Board held May 4, 2021, adjourned at 5:34 p.m. COTTONWOODS MAINTENANCE DISTRICT: ____________________________________________ Ginny Dickey, Chairman ATTEST: ____________________________________________ Elizabeth A. Burke, District Clerk ITEM 4. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 06/01/2021 Meeting Type: Cottonwoods Maintenance District Agenda Type: Submitting Department: Administration Prepared by: David Pock, Finance Director Staff Contact Information: David Pock, Finance Director Request to Cottonwoods Maintenance District (Agenda Language): PUBLIC HEARING regarding Resolution CMD 2021-02, approving the Final Budget for the Cottonwoods Maintenance District for the fiscal year beginning July 1, 2021, and ending June 30, 2022. CONSIDERATION of Resolution CMD 2021-02 of the District Board of Directors of the Cottonwoods Maintenance District, approving the Final Budget for the Cottonwoods Maintenance District for the fiscal year beginning July 1, 2021, and ending June 30, 2022. Staff Summary (Background) The Tentative Budget for the Cottonwoods Maintenance District was approved by the Board of Directors on May 4, 2021. Approval of this Resolution will adopt the Tentative Budget as the Final Budget of the District for the fiscal year beginning July 1, 2021, and ending June 30, 2022. 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 2021-02. SUGGESTED MOTION MOVE to approve Resolution CMD 2021-02. Attachments RESCMD 2021.02 RESOLUTION CMD 2021-02 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, 2021, AND ENDING JUNE 30, 2022 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 4, 2021, the Board of Directors of the Cottonwoods Maintenance District (the “Board”) approved Resolution CMD 2021-01, which (i) adopted the statements and schedules attached as Exhibit A and incorporated herein by this reference as the tentative budget for the Cottonwoods Maintenance District, Maricopa County, Arizona, (the “District”) for the fiscal year 2021-22 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 1, 2021, 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 12, 2021, and May 19, 2021, and (ii) first class mail to all persons owning real property in the District on May 5, 2021; and WHEREAS, on June 1, 2021, 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 2021-02 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 2021-22. 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 1, 2021. Ginny Dickey, District Chairperson ATTEST: Elizabeth A. Klein, District Clerk APPROVED AS TO FORM: Aaron D. Arnson, Pierce Coleman PLLC District Counsel EXHIBIT A TO RESOLUTION CMD 2021-02 [Final Budget] For the Fiscal Year Ended Revenues June 30, 2022 Tax Levy at $110.01 per Property Owner 6,381$ TOTAL 6,381$ Expenses Annual Landscape Maintenance Cost 4,800$ Annual Reserve for Exterior Wall Maintenance 1,280 Exterior Wall Painting*12,000 Reserve Fund - Postage 50 Advertising 250 TOTAL 18,380$ *To be paid from Reserves collected in prior years PROPOSED BUDGET FISCAL YEAR 2021-2022 COTTONWOODS MAINTENANCE DISTRICT ITEM 5. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 06/01/2021 Meeting Type: Cottonwoods Maintenance District Agenda Type: Submitting Department: Public Works Prepared by: Justin Weldy, Public Works Director Staff Contact Information: Justin Weldy, Public Works Director Request to Cottonwoods Maintenance District (Agenda Language): CONSIDERATION OF approval of Professional Services Agreement 2021-051 with Elco Enterprises, Inc. for the painting of the Cottonwoods District perimeter wall. Staff Summary (Background) The Cottonwoods Maintenance District was formed in 1998 with the Town Council serving as the Governing Board of Directors to oversee District activities including the annual adoption of its budget and award of contracts. The maintenance district as formed for the purpose of maintaining the Cottonwoods landscape improvements. Each year the property owners in the district are assessed a property tax for landscape maintenance costs and a small reserve for the painting of the exterior wall around the subdivision every ten years. This year's annual notice is attached to the staff report. Town staff solicited bids from three qualified contractors for the painting of the perimeter wall and received the following bids. The bids are attached to this staff report for Council review. A & H Painting, Inc. $18,400.00 Elco Enterprises, Inc. $11,500.00 GCON Inc. $42,670.00 Elco Enterprises, Inc, is locally owned and has been utilized successfully in the past by the Town for a variety of projects. The company also previously painted perimeter wall in the Cotton Woods neighborhood. Based on the quality of work provided by Elco Enterprises, Inc. and its submittal of the lowest responsive bid, staff is recommending selecting the company for this project. Related Ordinance, Policy or Guiding Principle Ordinance 1998-08 which established the Cottonwoods Maintenance District. Risk Analysis Not proceeding with a contract will delay the painting of the perimeter wall. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends Council approval of the Professional Services Agreement with Elco Enterprises, Inc. SUGGESTED MOTION SUGGESTED MOTION MOVE to approve Professional Services Agreement 2021-051 with Elco Enterprises, Inc. for the painting of the Cottonwoods District perimeter wall in the amount of $11,500.00. Attachments Professional Services Agreement Elco bid A & H bid GCON Bid Tax Levy 1 Contract No. 2021-051 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND ELCO ENTERPRISES, INC. THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered into as of June 2, 2021 between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and ELCO Enterprises, Inc., a(n) Arizona corporation (the “Vendor”). RECITALS A. The Town received Bid Proposal #7066 from vendors interested in providing professional services consisting of painting the perimeter wall of the Cotton Woods Maintenance District (the “Services”). B. The Vendor provided the bid 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 the Services, 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 first set forth above and shall remain in full force and effect until June 1, 2022 (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 (each, a “Renewal Term”) if: (i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal, (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 all Renewal Terms, if any, 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 2. Scope of Work. Vendor shall provide the Services as set forth in the Proposal attached hereto as Exhibit A and incorporated herein by reference. 3. Compensation. The Town shall pay the Vendor an aggregate amount not to exceed $11,500.00, at the rates set forth in the Fee Proposal attached hereto as Exhibit A and incorporated herein by reference. 4. Payments. The Town shall pay the Vendor 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. This Agreement must be referenced on all invoices. 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, 3 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. 4 F. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. G. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of 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 5 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 6 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 7 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. 8 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 9 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 writte n 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. 10 13.14 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Aaron D. Arnson, Town Attorney If to Vendor: ELCO Enterprises, Inc. 14808 N. Yerba Buena Way, #C Fountain Hills, Az. 85268 Attn: James G. Elco 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’ 11 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 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Proposal, any Town-approved invoices, and the RFP, the documents shall govern in the order listed herein. 13.20 Non-Exclusive Contract. This Agreement is entered into with the understanding and agreement that it is for the sole convenience of the Town. The Town reserves the right to obtain like goods and services from another source when necessary. [SIGNATURES ON FOLLOWING PAGES] 12 EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND ELCO ENTERPRISES, INC. [Vendor’s Proposal] See following pages. EXHIBIT A ESTIMATE Date 5/6/2021 Estimate No. 042121-01 Name/Address Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, AZ 85268 Ship To CMU Wall at Del Cambre Ave Grande Blvd. Town of Fountain Hills, AZ A&H Painting, Inc. PO BOX 10126 GLENDALE, AZ 85318 Ph: 602-439-1484 Fax 602-896-3057 www.aandhpainting.com Terms Net 30 Project Name / # CMU Wall Contract # TBC Send Purchase order to:glenda@aandhpainting.com or fax (602)896-3057 Total Subtotal Sales Tax (0.0%) Item Description Qty Rate Total CMU WALL REPAIRS AND PAINTING AT DEL CAMBRE AVE & GRANDE BLVD &EAST/WEST WALL ADJACENT TO WASH SCOPE OF WORK: Power Wash, Stucco Repairs, caulking around columns, prime where needed and two coats of 100% Acrylic Paint. COST: Materials Materials 1 7,450.00 7,450.00 Labor Labor to complete this project 1 10,200.00 10,200.00 Equipment Ren...Equipment Rental: Trowing Water Tank 1 750.00 750.00 PRODUCTS: Dunn Edwards Acri-Hues 100% Acrylic Paint ** Landscape contractor/Customer to clear bushes, and raking away/put back rocks next to walls being painted. Thank you for the opportunity!! $18,400.00 $18,400.00 $0.00 Via Email: sbartlett@fh.az.gov Contract No. 2019-006B Steve Bartlett Facilities Supervisor Town of Fountain Hills 16705 E Avenue of the Fountains Fountain Hills, AZ 85268 RE:Cottonwoods Privacy Wall - Repair and Paint The Cottonwoods Community, Fountain Hills, AZ 85268 Mr. Bartlett Our proposal for all work shown under TOTAL is: Forty Two Thousand Six Hundred Seventy Dollars and No Cents Sincerely, G.R. Collins Project Manager Due to current market fluctuations we can only hold our price for 30 days from proposal date. 42,670.00$ We thank you for the opportunity to provide construction services for this important project. If you desire to discuss our proposal or any part thereof, feel free to contact me at grcollins@gconinc.com or 623.217.3997. May 14, 2021 On behalf of GCON Inc and all our employees we present herein our offer to construct the improvements for the Cottonwoods Privacy Wall - Repair and Paint. Our offer is based on a site walk completed with Mr. Bartlett on 5/3/2021. 1606 W. Whispering Wind Drive | Phoenix, AZ 85085 | 623.581.6300 (P) | 623.581.3302 (F) | GCONInc.com | AZ ROC 182765 Cottonwoods Privacy Wall - Repair and Paint Town of Fountain Hills The Cottonwoods Community, Fountain Hills, AZ 85268 Estimate Date:05/14/21 01-3113-L General Conditions 6,330$ 09-9100-S Painting 28,196$ 99-6100-O BOND -$ 99-7317-O GENERAL LIABILITY 450$ 99-7318-O BUILDERS RISK 22$ 99-6276-T OVERHEAD, FEE & SALES TAX 7,672$ -$ -$ -$ -$ 42,670$ TOTAL CONSTRUCTION COST COST CODE DESCRIPTION Proposal TOTAL Cottonwoods Privacy Wall - Repair and Paint Inclusions •Power wash entire outside of wall •Repair stucco texture where needed •Prep and paint entire outside (public street side) of wall, (approximatelyy 2,800 l.f.) •Rake rock back that was pulled away by others Exclusions •Any landscape trimming •Pulling/raking back rock/dirt away from bottom of wall •Any work on the monument sign at front of community •OT or after hours •Bond Qualifications •Proposal is based on the project being completed during regular work hours. •Section of wall that is parallel with wash, adjacent to N. Saguaro Blvd; from that corner going east, prep and paint 150' of that wall and then terminate •Pricing is valid for 30 days from date of proposal. Scope of Work RESOLUTION CMD 2021-03 A RESOLUTION OF THE BOARD OF THE COTTONWOODS MAINTENANCE DISTRICT, MARICOPA COUNTY, ARIZONA, ASSESSING UPON THE INDIVIDUAL LOTS AND PARCELS WITHIN THE DISTRICT A CERTAIN SUM SUFFICIENT TO RAISE THE AMOUNT ESTIMATED TO BE REQUIRED IN THE ANNUAL BUDGET, TO PROVIDE FUNDS FOR MAINTENANCE OF CERTAIN PEDESTRIAN AREAS, PARKING AND PARKWAYS, ALL FOR THE FISCAL YEAR BEGINNING JULY 1, 2021, AND ENDING JUNE 30, 2022 RECITALS: WHEREAS, in accordance with ARIZ. REV. STAT. §§ 48-574 and 48-575, and following published notice, public hearings were conducted on May 4, 2021, and June 1, 2021, at which hearings any taxpayer was permitted to appear and be heard regarding the 2021-22 annual budget for the Cottonwoods Maintenance District, Maricopa County, Arizona (the “District”); WHEREAS, on June 1, 2021 the District Board adopted Resolution CMD 2021-02, approving the District’s annual budget; and WHEREAS, pursuant to ARIZ. REV. STAT. §§ 48-574 and 48-575, the District Board desires to levy such amounts as necessary for the District’s 2021-22 annual budget. ENACTMENTS: NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DISTRICT, as follows: SECTION 1. The recitals above are hereby incorporated as if fully set forth herein. SECTION 2. There is hereby levied on each lot and tax parcel within the limits of the District the amount listed on Exhibit A, which is incorporated herein by this reference, and which amount is sufficient to raise the aggregate amount of $6,381 for the purpose of providing maintenance for certain pedestrian areas, parking and parkways for the fiscal year beginning July 1, 2021 and ending June 30, 2022. SECTION 3. Failure by the officials of Maricopa County, Arizona, to properly return the delinquent list, any irregularity in the assessments or omissions in the same, or any irregularity in any proceedings shall not invalidate such proceedings or invalidate any title conveyed by any tax or foreclosure deed; failure or neglect of any officer or officers to timely perform any of the duties assigned to him or to them, shall not invalidate any proceedings or any deed or sale pursuant thereto, the validity of the assessment and levy of taxes or of the judgment or sale by which the collection of the same may be enforced or in any manner affect the lien of the District upon such property for the delinquent taxes unpaid thereon, and no overcharge as to part of the taxes or of costs shall invalidate any proceedings for collecting of taxes or the foreclosure, and all acts of officers de facto shall be valid as if performed by officers de jure. SECTION 4. All resolutions and parts of resolutions in conflict herewith are hereby repealed. RESOLUTION CMD 2021-03 PAGE 2 SECTION 5. The District Clerk is hereby authorized and directed to transmit a certified copy of this Resolution to the Maricopa County Board of Supervisors and to the Maricopa County Assessor. SECTION 6. If any provision of this Resolution is for any reason held by any court of competent jurisdiction to be unenforceable, such provision or portion hereof shall be deemed separate, distinct, and independent of all other provisions and such holding shall not affect the validity of the remaining portions of this Resolution. SECTION 7. 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, this 15th day of June, 2021. Ginny Dickey, District Chairperson ATTEST: Elizabeth A. Klein, District Clerk APPROVED AS TO FORM: Aaron D. Arnson, Pierce Coleman PLLC District Counsel RESOLUTION CMD 2021-03 PAGE 3 CERTIFICATION I, Elizabeth A. Burke, the duly appointed Clerk of the Cottonwoods Maintenance District, do hereby certify that the above and foregoing Resolution No. CMD 2021-03 was duly passed by the Chairperson and District Board of the Cottonwoods Maintenance District, at a regular meeting held on June 15, 2021, and the roll call of the vote thereon was Ayes and Nays and that the Chairperson and board members were present thereat. ___________________________ Elizabeth A. Klein, District Clerk Cottonwoods Maintenance District RESOLUTION CMD 2021-03 PAGE 4 EXHIBIT A TO RESOLUTION CMD 2021-03 [Lot/Tax Parcel List; Levy Amount] See following page. RESOLUTION CMD 2021-03 PAGE 5 Lot No.Tax Parcel No. Amount to be Levied*Lot No.Tax Parcel No. Amount to be Levied* 1 176-03-923 110.01$ 42 176-03-964 110.01$ 2 176-03-924 110.01$ 43 176-03-965 110.01$ 3 176-03-925 110.01$ 44 176-03-966 110.01$ 4 176-03-926 110.01$ 45 176-03-967 110.01$ 5 176-03-927 110.01$ 46 176-03-968 110.01$ 6 176-03-928 110.01$ 47 176-03-969 110.01$ 7 176-03-929 110.01$ 48 176-03-970 110.01$ 8 176-03-930 110.01$ 49 176-03-971 110.01$ 9 176-03-931 110.01$ 50 176-03-972 110.01$ 10 176-03-932 110.01$ 51 176-03-973 110.01$ 11 176-03-933 110.01$ 52 176-03-974 110.01$ 12 176-03-934 110.01$ 53 176-03-975 110.01$ 13 176-03-935 110.01$ 54 176-03-976 110.01$ 14 176-03-936 110.01$ 55 176-03-977 110.01$ 15 176-03-937 110.01$ 56 176-03-978 110.01$ 16 176-03-938 110.01$ 57 176-03-979 110.01$ 17 176-03-939 110.01$ 58 176-03-980 110.01$ 18 176-03-940 110.01$ 19 176-03-941 110.01$ 20 176-03-942 110.01$ 21 176-03-943 110.01$ 22 176-03-944 110.01$ 23 176-03-945 110.01$ 24 176-03-946 110.01$ 25 176-03-947 110.01$ 26 176-03-948 110.01$ 27 176-03-949 110.01$ 28 176-03-950 110.01$ 29 176-03-951 110.01$ 30 176-03-952 110.01$ 31 176-03-953 110.01$ 32 176-03-954 110.01$ 33 176-03-955 110.01$ 34 176-03-956 110.01$ 35 176-03-957 110.01$ 36 176-03-958 110.01$ 37 176-03-959 110.01$ 38 176-03-960 110.01$ 39 176-03-961 110.01$ 40 176-03-962 110.01$ 41 176-03-963 110.01$ * such sum may be paid in two installments, along with such parcel's other taxes ITEM 6. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 06/01/2021 Meeting Type: Cottonwoods Maintenance District Agenda Type: Submitting Department: Public Works Prepared by: Justin Weldy, Public Works Director Staff Contact Information: Justin Weldy, Public Works Director Request to Cottonwoods Maintenance District (Agenda Language): CONSIDERATION OF approval of Amendment No.1 to Professional Services Agreement 2020-079 with Verde Valley Landscaping. Staff Summary (Background) The Cottonwoods Maintenance District was formed in 1998 with the Town Council serving as the Governing Board of Directors to oversee District activities including the annual adoption of its budget and award of contracts. The maintenance district was formed for the purpose of maintaining the Cottonwoods landscape improvements. Each year the property owners in the district are assessed a property tax to pay for landscape maintenance and a small reserve for the painting of the exterior wall around the subdivision every ten years. This year's annual notice is attached for review. The Board of Directors approved the current contract for landscape maintenance on June 16, 2020, with Verde Valley Landscaping. However, the original Request for Proposals did not include in the scope and fee necessary to prepare the perimeter wall for painting. The scope and fee documents are attached to the staff report for review. 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) Staff recommends Council approval of Amendment No.1 to Professional Services Agreement 2020-079 with Verde Valley Landscaping. SUGGESTED MOTION MOVE to approve Amendment No.1 to Professional Services Agreement 2020-079 with Verde Valley Landscaping in the amount of $3,960.00 Attachments Attachments Professional Services Agreement Scope and Fee Tax Levy 1 Contract No. 2020-079.1 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN LALLA SALMA, LLC AND VERDE VALLEY LANDSCAPING THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this “First Amendment”) is entered into as of June 15, 2021, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and Lalla Salma, LLC, D/B/A/ Verde Valley Landscaping, an Arizona limited liability company (the “Contractor”). RECITALS A. The Town and the Contractor entered into a Professional Services Agreement (the “Agreement”), dated June 16, 2020, for the Contractor to provide landscaping services for the Cottonwood Maintenance District (the “Services”). All capitalized terms not otherwise defined in this First Amendment have the same meanings as contained in the Agreement. B. The Town has determined that it is necessary to extend the Agreement with the Contractor for additional Services. C. The Town and the Contractor desire to enter this First Amendment to amend the Agreement to (i) extend the term of the Agreement, (ii) add to the scope, and (iii) provide for compensation to the Contractor for the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Contractor hereby agree as follows: 1. Term of Agreement. The term of the Agreement is hereby extended until June 15 2022, unless terminated as otherwise provided pursuant to the terms and conditions of the Agreement. 2. Compensation. The Town shall pay the Consultant an amount not to exceed $3,960, at the rates set forth in Exhibit B-1, which sum includes a ten percent (10%) owners allowance. The aggregate amount for this Agreement is not to exceed $28,460. 3. 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 2 if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With Copy to : Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Aaron D. Arnson, Town Attorney If to Consultant: Lalla Salma LLC d/b/a Verde Valley Landscaping 12025 N. Saguaro Blvd. Fountain Hills, Az. 852685 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. 4. Effect of Amendment. In all other respects, the Agreement is affirmed and ratified and, except as expressly modified herein, all terms and conditions of the Agreement shall remain in full force and effect. 5. Non-Default. By executing this First Amendment, the Consultant affirmatively asserts that (i) the Town is not currently in default, nor has it been in default at any time prior to this First Amendment, under any of the terms or conditions of the Agreement and (ii) any and all claims, known and unknown, relating to the Agreement and existing on or before the date of this First Amendment are forever waived. 6. Israel. Consultant certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a “boycott,” as that term is defined in Ariz. Rev. Stat. § 35-393, of Israel. 3 7. Conflict of Interest. This First Amendment and the Agreement may be cancelled by the Town pursuant to Ariz. Rev. Stat. § 38-511. [SIGNATURES ON FOLLOWING PAGES] 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation Grady E. Miller, Town Manager ATTEST: Elizabeth A. Klein, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On ___________________, 2021, before me personally appeared Grady E. Miller, the Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the above document, on behalf of the Town of Fountain Hills. Notary Public (Affix notary seal here) [SIGNATURES CONTINUE ON FOLLOWING PAGE] 5 “Contractor” Lalla Salma LLC d/b/a Verde Valley Landscaping, an Arizona limited liability company By: Name: Title: (ACKNOWLEDGMENT) STATE OF ___________________ ) ) ss. COUNTY OF _________________ ) On ________________________, 2021, before me personally appeared _____________ ________________________, the _____________________ of Lalla Salma LLC d/b/a Valley Verde Landscaping, an Arizona limited liability company, whose identity was proven to me on the basis of satisfactory evidence to be the person who he/she claims to be, and acknowledged that he/she signed the above document on behalf of Lalla Salma LLC. Notary Public (Affix notary seal here) 4812-9512-1024 v.1 EXHIBIT B-1 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN TOWN OF FOUNTAIN HILLS AND LALLA SALMA, LLC D/B/A VERDE VALLEY LANDSCAPING [Scope/Quote] See following pages Thanks for using Verde Valley Landscaping. We appreciate your business!! Verde Valley Landscaping 12025 N. Saguaro Blvd. Fountain Hills, AZ 85268 US 480-837-8131 info@verdevalleynursery.com Estimate ADDRESS Cottonwood Town of Fountain Hills 16705 E. Ave of the Fountains Fountain Hills, AZ 85268 ESTIMATE #2619 DATE 04/30/2021 DESCRIPTION QUANTITY RATE AMOUNT Clearing one foot of gravel from the back wall and cutting all plants away from wall for painting purposes all around cottonwood walls. Clearing 6ft away from the wall at the wash area, removal and hauling of debris 4 900.00 3,600.00 TOTAL $3,600.00 Accepted By Accepted Date RESOLUTION CMD 2021-03 A RESOLUTION OF THE BOARD OF THE COTTONWOODS MAINTENANCE DISTRICT, MARICOPA COUNTY, ARIZONA, ASSESSING UPON THE INDIVIDUAL LOTS AND PARCELS WITHIN THE DISTRICT A CERTAIN SUM SUFFICIENT TO RAISE THE AMOUNT ESTIMATED TO BE REQUIRED IN THE ANNUAL BUDGET, TO PROVIDE FUNDS FOR MAINTENANCE OF CERTAIN PEDESTRIAN AREAS, PARKING AND PARKWAYS, ALL FOR THE FISCAL YEAR BEGINNING JULY 1, 2021, AND ENDING JUNE 30, 2022 RECITALS: WHEREAS, in accordance with ARIZ. REV. STAT. §§ 48-574 and 48-575, and following published notice, public hearings were conducted on May 4, 2021, and June 1, 2021, at which hearings any taxpayer was permitted to appear and be heard regarding the 2021-22 annual budget for the Cottonwoods Maintenance District, Maricopa County, Arizona (the “District”); WHEREAS, on June 1, 2021 the District Board adopted Resolution CMD 2021-02, approving the District’s annual budget; and WHEREAS, pursuant to ARIZ. REV. STAT. §§ 48-574 and 48-575, the District Board desires to levy such amounts as necessary for the District’s 2021-22 annual budget. ENACTMENTS: NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE DISTRICT, as follows: SECTION 1. The recitals above are hereby incorporated as if fully set forth herein. SECTION 2. There is hereby levied on each lot and tax parcel within the limits of the District the amount listed on Exhibit A, which is incorporated herein by this reference, and which amount is sufficient to raise the aggregate amount of $6,381 for the purpose of providing maintenance for certain pedestrian areas, parking and parkways for the fiscal year beginning July 1, 2021 and ending June 30, 2022. SECTION 3. Failure by the officials of Maricopa County, Arizona, to properly return the delinquent list, any irregularity in the assessments or omissions in the same, or any irregularity in any proceedings shall not invalidate such proceedings or invalidate any title conveyed by any tax or foreclosure deed; failure or neglect of any officer or officers to timely perform any of the duties assigned to him or to them, shall not invalidate any proceedings or any deed or sale pursuant thereto, the validity of the assessment and levy of taxes or of the judgment or sale by which the collection of the same may be enforced or in any manner affect the lien of the District upon such property for the delinquent taxes unpaid thereon, and no overcharge as to part of the taxes or of costs shall invalidate any proceedings for collecting of taxes or the foreclosure, and all acts of officers de facto shall be valid as if performed by officers de jure. SECTION 4. All resolutions and parts of resolutions in conflict herewith are hereby repealed. RESOLUTION CMD 2021-03 PAGE 2 SECTION 5. The District Clerk is hereby authorized and directed to transmit a certified copy of this Resolution to the Maricopa County Board of Supervisors and to the Maricopa County Assessor. SECTION 6. If any provision of this Resolution is for any reason held by any court of competent jurisdiction to be unenforceable, such provision or portion hereof shall be deemed separate, distinct, and independent of all other provisions and such holding shall not affect the validity of the remaining portions of this Resolution. SECTION 7. 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, this 15th day of June, 2021. Ginny Dickey, District Chairperson ATTEST: Elizabeth A. Klein, District Clerk APPROVED AS TO FORM: Aaron D. Arnson, Pierce Coleman PLLC District Counsel RESOLUTION CMD 2021-03 PAGE 3 CERTIFICATION I, Elizabeth A. Burke, the duly appointed Clerk of the Cottonwoods Maintenance District, do hereby certify that the above and foregoing Resolution No. CMD 2021-03 was duly passed by the Chairperson and District Board of the Cottonwoods Maintenance District, at a regular meeting held on June 15, 2021, and the roll call of the vote thereon was Ayes and Nays and that the Chairperson and board members were present thereat. ___________________________ Elizabeth A. Klein, District Clerk Cottonwoods Maintenance District RESOLUTION CMD 2021-03 PAGE 4 EXHIBIT A TO RESOLUTION CMD 2021-03 [Lot/Tax Parcel List; Levy Amount] See following page. RESOLUTION CMD 2021-03 PAGE 5 Lot No.Tax Parcel No. Amount to be Levied*Lot No.Tax Parcel No. Amount to be Levied* 1 176-03-923 110.01$ 42 176-03-964 110.01$ 2 176-03-924 110.01$ 43 176-03-965 110.01$ 3 176-03-925 110.01$ 44 176-03-966 110.01$ 4 176-03-926 110.01$ 45 176-03-967 110.01$ 5 176-03-927 110.01$ 46 176-03-968 110.01$ 6 176-03-928 110.01$ 47 176-03-969 110.01$ 7 176-03-929 110.01$ 48 176-03-970 110.01$ 8 176-03-930 110.01$ 49 176-03-971 110.01$ 9 176-03-931 110.01$ 50 176-03-972 110.01$ 10 176-03-932 110.01$ 51 176-03-973 110.01$ 11 176-03-933 110.01$ 52 176-03-974 110.01$ 12 176-03-934 110.01$ 53 176-03-975 110.01$ 13 176-03-935 110.01$ 54 176-03-976 110.01$ 14 176-03-936 110.01$ 55 176-03-977 110.01$ 15 176-03-937 110.01$ 56 176-03-978 110.01$ 16 176-03-938 110.01$ 57 176-03-979 110.01$ 17 176-03-939 110.01$ 58 176-03-980 110.01$ 18 176-03-940 110.01$ 19 176-03-941 110.01$ 20 176-03-942 110.01$ 21 176-03-943 110.01$ 22 176-03-944 110.01$ 23 176-03-945 110.01$ 24 176-03-946 110.01$ 25 176-03-947 110.01$ 26 176-03-948 110.01$ 27 176-03-949 110.01$ 28 176-03-950 110.01$ 29 176-03-951 110.01$ 30 176-03-952 110.01$ 31 176-03-953 110.01$ 32 176-03-954 110.01$ 33 176-03-955 110.01$ 34 176-03-956 110.01$ 35 176-03-957 110.01$ 36 176-03-958 110.01$ 37 176-03-959 110.01$ 38 176-03-960 110.01$ 39 176-03-961 110.01$ 40 176-03-962 110.01$ 41 176-03-963 110.01$ * such sum may be paid in two installments, along with such parcel's other taxes