HomeMy WebLinkAboutagendapacket__05-13-25_0632_736
NOTICE OF MEETING
SPECIAL MEETING
FOUNTAIN HILLS TOWN COUNCIL
Mayor Gerry M. Friedel
Vice Mayor Hannah Larrabee
Councilmember Gayle Earle
Councilmember Brenda Kalivianakis
Councilmember Rick Watts
Councilmember Peggy McMahon
Councilmember Allen Skillicorn
TIME:4:00 P.M. – SPECIAL MEETING
WHEN:TUESDAY, MAY 13, 2025
WHERE:
FOUNTAIN HILLS COUNCIL CHAMBERS
16705 E. AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ
Councilmembers of the Town of Fountain Hills 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 Council 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 of the Town Council 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 a 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.
NOTICE OF OPTION TO RECESS INTO EXECUTIVE SESSION
Pursuant to A.R.S. §38-431.02, notice is hereby given to the members of the Town Council, and to the general public, that at this meeting, the
Town Council may vote to go into executive session, which will not be open to the public, for legal advice and discussion with the Town's
attorneys for legal advice on any item listed on the following agenda, pursuant to A.R.S. §38-431.03(A)(3).
1.CALL TO ORDER – Mayor Friedel
2.ROLL CALL – Mayor Friedel
3.REGULAR AGENDA
A.CONSIDERATION AND POSSIBLE ACTION: Approval of the Request for Proposal (RFP) for Town
Legal Services and direction to staff to proceed as outlined in the solicitation document.
APPROVED
4.ADJOURNMENT APPROVED
Dated this 12 day of May, 2025
/s/ Bevelyn J. Bender, Town Clerk
The Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call 480-816-5100 (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 to the Council with this agenda are available for review in the Clerk's Office.
On the day of the Council Meeting, the Council Chamber doors open at 5:15 p.m. for public seating.
ITEM 3. A.
TOWN OF FOUNTAIN HILLS
STAFF REPORT
Meeting Date: 05/13/2025 Meeting Type: Town Council Special Meeting
Agenda Type: Regular Agenda Submitting Department: Administration
Prepared by: David Trimble, Deputy Town Manager/Admin. Serv. Dir.
Request to Town Council Special Meeting (Agenda Language): CONSIDERATION AND POSSIBLE ACTION: Approval
of the Request for Proposal (RFP) for Town Legal Services and direction to staff to proceed as outlined in the
solicitation document.
Staff Summary (Background)
The Town Attorney is appointed by and reports directly to the Mayor and Town Council. At their direction, staff are
coordinating a Request for Proposal (RFP) process. Formal approval to initiate this process is scheduled for
consideration at this Special Meeting.
Related Ordinance, Policy or Guiding Principle
Pursuant to Section 3-1-2 of the Fountain Hills Town Code, the Town Attorney is appointed by and serves at the
pleasure of the Town Council. In the interest of transparency and fairness, the Town Council and Mayor have
elected to utilize a Request for Proposal (RFP) process for the selection of legal services.
Risk Analysis
Not having an appointed Town Attorney may expose the municipality to legal risks, including gaps in legal oversight,
potential non-compliance with laws, and an increased vulnerability to litigation. The role is essential to ensure
sound legal advice, risk management, and the protection of the town’s interests.
Recommendation(s) by Board(s) or Commission(s)
N/A
Staff Recommendation(s)
N/A
SUGGESTED MOTION
MOVE to approve the Request for Proposal (RFP) for Town legal services in its current form and direct staff to
proceed in accordance with the procedures outlined in the solicitation document.
Fiscal Impact
Fiscal Impact:$200,000 - $300,000
Budget Reference:Page 123
Funding Source:General
If Multiple Funds utilized, list here:
Budgeted: if No, attach Budget Adjustment Form:
Attachments
RFP
RFP
RFP-2025-013
REQUEST FOR PROPOSALS
TOWN ATTORNEY SERVICES
The Town of Fountain Hills
Administration
16705 E. Avenue of the Fountains
Fountain Hills, AZ 85268
RELEASE DATE: May 13, 2025
DEADLINE FOR QUESTIONS: May 29, 2025
RESPONSE DEADLINE: June 5, 2025, 2:00 pm
Request for Proposals #RFP-2025-013
Title: Town Attorney Services
2
Town of Fountain Hills
REQUEST FOR PROPOSALS
Town Attorney Services
I. Introduction ..........................................................................................
II. Scope of Work ......................................................................................
III. RFP Submission Process ........................................................................
IV. Evaluation Criteria ................................................................................
V. Evaluation and Award Process ..............................................................
VI. Terms and Conditions ...........................................................................
VII. Questionnaire .......................................................................................
Attachments:
A - Town Org Chart
B - Vendor Insurance Requirements
C - Sample Professional Services Agreement
D - Consent to Executive Session - blank
Request for Proposals #RFP-2025-013
Title: Town Attorney Services
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1. Introduction
The Town plans to conduct oral interviews with all applicants/bidders.
The Town of Fountain Hills reserves the right to amend the solicitation schedule as necessary.
1.1. Summary
The Town of Fountain Hills (the “Town”) is issuing this Request For Proposals (this “RFP”) seeking proposals
(“Proposals”) from qualified, licensed firms (“Consultant” or "Firm" or "Vendor") interested in providing
professional services consisting of Town Attorney Services (the “Services”), as more particularly described in
the Scope of Work . In accordance with the Town’s Procurement Code, the Town will accept sealed Proposals
for the Services specified in the Scope of Work.
1.2. Background
The Town of Fountain Hills invites interested legal firms and individuals to submit proposals for Town
Attorney Services as described in the scope of work set forth in this request for proposals (RFP). The Town
seeks a Town Attorney who will be responsive and provide clear, understandable, and independent legal
advice. The firm/individual must be qualified to provide expertise in the areas of general municipal law, land
use, open meeting, procurement, and conflict of interest laws. The Town Attorney serves under the direction
and supervision of the Town Council and acts as their legal advisor. The Town Attorney is not a Town
employee and is not entitled to the benefits of a Town employee; the position is strictly on a contractual
basis. The Town Council reserves the right to retain or employ other attorneys or special counsel as may be
needed, in its sole judgment, to take charge of any litigation or legal matters or to assist the Town Attorney.
The Town of Fountain Hills is an Arizona municipal corporation, acting as a general law town as prescribed in
the Arizona Revised Statutes. The Town was incorporated on December 5, 1989, with the governmental and
administrative affairs of the Town operating under the Council-Manager form of government. Legislative
authority is vested in a seven member Town Council. The Mayor is a member of the Town Council who is
directly elected by voters and chairs the Town Council meetings. The Vice-mayor title shifts among Council
members every eight months to ensure equality among all Councilmembers. Councilmembers are elected to
four-year terms and the Mayor is elected to two-year terms. The Mayor and Council Elections are held in the
Fall Election Cycle, with the Primary in August serving as the final election for Town Council unless a runoff is
required in November. The General Election in November is held only if necessary. The Council meets in the
Town Hall Council Chambers the first and third Tuesdays of each month beginning at 5:30 p.m. and holds a
work-study session the second Tuesday of the month beginning at 5:30 p.m., if a topic has been
assigned. The Town Council is responsible for the adoption of local ordinances, budget adoption,
appointment of residents to citizen advisory committees and hiring the Town Manager. The Town Manager is
responsible for implementation of the policies of the Town Council and overall management of the Town
through department directors and approximately 105 full-time equivalent (FTE) employees. The Presiding
Judge, Town Attorney, and Town Prosecutor are under the direction of the Town Council.
The Town contracts for police services and with a law firm for prosecutorial services. The Town is a member
of the Arizona Municipal Risk Retention Pool (AMRRP). AMRRP provides general liability and other insurance
and risk management services including legal representation of the Town for liability claims.
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Water and trash services are provided by private companies. Water is provided by Epcor and trash services
are provided by Republic Services. A separate governmental entity, Fountain Hills Sanitary District, provides
for collection, treatment, and disposal of wastewater and its byproducts. Town services include parks and
recreation, planning, building safety, Fire Department, and street maintenance services. Additional
information about the Town can be found on the Town’s website at www.fountainhillsaz.gov.
The office hours of Town Hall are 7:00 a.m. to 6:00 p.m. Monday through Thursdays. Town of Fountain Hills
offices are closed on Fridays. The proposed overall budget for FY 2025-26 is $50,371,002, which includes
$26,051,539 for the General Fund. The Town’s fiscal year begins on July 1 and ends on June 30.
The winning selected firm is expected to begin July 1, 2025.
Contact for this RFP:
Procurement Administrator, Rob Durham rdurham@fountainhillsaz.gov
1.3. Timeline
Release Date May 13, 2025
Advertisement: Arizona Business Gazette May 22, 2025
Final Date and Time for Inquires May 29, 2025, 5:30pm
Proposal Due Date and Time June 5, 2025, 2:00pm
Bid Opening 6/5/2025 @ 3:00pm Az Mt Time
Town of Fountain Hills is inviting you to a
scheduled Zoom meeting.
Join Zoom Meeting
https://us05web.zoom.us/j/89928807199?pwd=z7
sBBylbpdfmzcbN74paJVC2YbVVyq.1
Meeting ID: 899 2880 7199
Passcode: 298K9K
Oral Interviews 2nd and 3rd week of June
Town of Fountain Hills Town Hall
Target Town Council Award Date June 17, 2025
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Title: Town Attorney Services
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Anticipated Agreement Start Date July 1, 2025
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2. Scope of Work
2.1. Town Attorney Services
The Town Attorney shall provide general legal services as typically provided by a Town Attorney and in
accordance with the Town Code. The Firm shall at all times act on behalf of the Town to the best of the
Firm's ability. The Town shall be served by a primary attorney contact. The Town can request a change
of primary attorney at any time at which time another attorney shall be assigned. Subject to the
supervisory role of the primary attorney, the Town's work, or parts of it, may be performed by other
attorneys and legal assistants in the Firm for the purpose of involving lawyers or legal assistants with
special expertise in a given area or for the purpose of providing services on the most efficient and timely
basis.
2.2. Qualifications
A. The primary designated attorney shall have a Juris Doctor (JD) degree from an accredited law
school and be licensed to practice law in the State of Arizona
B. Municipal legal experience in the practice of Arizona law
2.3. Communications
A. Be available in a timely manner, in person, by telephone, or e-mail, for consultation or advice;
B. Follow established Town policies and procedures whenever providing consultation or advice to
Town representative(s) and implement revisions to procedures where needed;
C. Be familiar with state and federal laws relating to the Town;
D. Provide monthly status reports on the services provided;
E. Provide itemized monthly invoices of charges
F. Advise and participate in meetings as requested by the Town.
G. Attend Council meetings (1st and 3rd Tuesdays of the month and as necessary for other
sessions, workshops, executive sessions, etc.).
H. Attend weekly management meeting either in person or electronically.
2.4. Required Experience
A. Licensure: The Firm or attorney must be licensed within the State of Arizona and be in good
standing with the Arizona Bar Association. Professional legal services are to be provided on a
contractual fee-for services basis.
B. Experience: The Firm or attorney other than the primary designated attorney must have
experience practicing Arizona municipal law and representing municipal governments or other
related experience. Such experience should include representing municipal governments in
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facets of daily government operations, as well as experience in coordinating and managing the
work of other law firms brought in for areas of specialized expertise.
o Experience and knowledge of local governmental and administrative law.
o Experience with council-manager form of government
o Experience practicing municipal law and advising elected bodies and administrative boards.
o Experience providing counsel to an Arizona elected body
o Exceptional interpersonal skills, composure, a team-oriented philosophy, and the ability to
work with variety of groups and issues.
2.5. Insurance Requirement
See Attachment B.
2.6. Annual Review
The Town and the selected Firm shall conduct an annual review of the prior year’s billings and contract
terms between July 1 and October 1 to ensure mutual agreement on any necessary adjustments to
billing rates and/or billing practices and procedures.
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3. RFP Submission Process
3.1. Preparation/Submission of Proposal
Firms are invited to participate in the competitive selection process for the Services outlined in this RFP.
Responding parties shall review their Proposal submissions to ensure the following requirements are
met. The Town requires electronic submission of bids and proposals. Please submit electronic responses
via the Town’s e-Procurement Portal, https://secure.procurenow.com/portal/fhaz. By way of the e-
Procurement Portal, responses will be locked and digitally encrypted until the submission deadline
passes.
3.2. Irregular or Non-responsive Proposals
The Town shall consider as “irregular” or “non-responsive” and reject any Proposal not prepared and
submitted in accordance with this RFP, or any Proposal lacking sufficient information to enable the Town
to make a reasonable determination of compliance to the minimum qualifications. Unauthorized
conditions, limitations, or provisions shall be cause for rejection. Proposals may be deemed non-
responsive at any time during the evaluation process if, in the opinion of the Council, any of the
following are true:
A. Firm does not meet the minimum required skill, experience or requirements to perform or
provide the Services.
B. Firm has a past record of failing to fully perform or fulfill contractual obligations.
C. Firm cannot demonstrate financial stability.
D. Firm’s Proposal contains false, inaccurate or misleading statements that, in the opinion of the
Town Council, are intended to mislead the Town in its evaluation of the Proposal.
3.3. Required Submittal
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 Firm. Proposals submitted without a cover letter with a
compliant signature by a person authorized to bind the Firm shall be considered non-responsive. The
Proposal shall be a maximum of 15 pages to address the Proposal criteria (excluding resumes, but
including the materials necessary to address project understanding, general information, organizational
chart, photos, tables, graphs, and diagrams). 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 may result in the Proposal being considered non-responsive.
3.4. Firm Responsibilities
All Firms shall:
(1) examine the entire RFP,
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(2) seek clarification of any item or requirement that may not be clear,
(3) check all responses for accuracy before submitting a Proposal and
(4) submit the entire Proposal by the Proposal Due Date and Time.
Late Proposals will not be considered, and are not possible when responding through the Town's e-
Procurement Portal. Negligence in preparing a Proposal shall not be good cause for withdrawal after the
Proposal Due Date and Time. Proposals may be received up to but not later than the Proposal Due Date
and time 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 or the Town's e-Procurement
Portal not being accessible from your connected device. The Town strongly recommends completing
your response well ahead of the deadline.
3.5. Sealed Submittals
Sealed bids will be received through the Town’s e-Procurement Portal located at
https://secure.procurenow.com/portal/fhaz.
3.6. Pricing
Pricing shall be inclusive of all of the Services as described in the section titled Scope of Work.To ensure
fiscal predictability and facilitate annual budgeting, the Town seeks a stable and clearly defined pricing
structure for legal services. Firms responding to this RFP must include a detailed fee proposal that
outlines one or more of the following:
Fixed Monthly Retainer – A flat monthly fee covering all general legal services customarily provided to a
municipal client (see Scope of Work).
Hourly Rates (if applicable) – Clearly identify hourly billing rates for any services not included in the
retainer, such as specialized litigation, bond counsel, or other extraordinary legal matters. Specify rates
by attorney or staff classification.
Alternative Fee Arrangements (optional) – The Town is open to considering alternative pricing models
that promote cost certainty, such as blended rates or capped fees for specific services.
3.7. Amendment/Withdrawal of Proposal
At any time prior to the specified Proposal Due Date and Time, a Firm (or designated representative)
may amend or withdraw its Proposal. Any modifications in the Proposal shall be by the authorized
person signing the Proposal and shall be added to the Firm's Proposal upload. No Proposal shall be
altered, amended or withdrawn after the specified Proposal Due Date and Time.
3.8. Inquiries
Proposers shall submit all inquiries within the Town’s e-Procurement Portal,
https://secure.procurenow.com/portal/fhaz, or to Rob Durham, Procurement Administrator. All
inquiries, whether submitted directly through the online e-Procurement Portal by bidders or emailed to
Request for Proposals #RFP-2025-013
Title: Town Attorney Services
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the Town, will be tracked in the Portal and made visible to all other bidders. Inquiries submitted outside
the Portal will be entered into the system by the Town.
3.9. Addenda Notification
Proposers are required to register for an account via the Town’s e-Procurement Portal hosted by
ProcureNow/OpenGov (ProcureNow and OpenGov merged recently). Once proposer has completed
registration, they will receive addenda notifications to their email by clicking “Follow” on this project.
Ultimately, it is the sole responsibility of each bidder to periodically check the site for any addenda
at https://secure.procurenow.com/portal/fhaz.
Any addendum issued as a result of any change in this RFP shall become part of the RFP and must be
acknowledged in the Proposal submittal. Failure to indicate receipt of the addendum shall result in the
Proposal being rejected as non-responsive. Any addendum issued by the Town with respect to this RFP
will be available at: https://secure.procurenow.com/portal/fhaz
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4. Evaluation Criteria
Proposal Format and Scoring
Proposals shall be organized and submitted in the format as outlined below. Failure to conform to the
designated format, standards and minimum requirements may result in a determination that the
Proposal is non-responsive. Additionally, the Mayor and Town Council will evaluate and award points to
each Proposal based upon the evaluation criteria as outlined in this document. Points listed below are
the maximum number of points possible for each criterion; there is no minimum number that the Mayor
and Town Council must award.
No. Evaluation Criteria Scoring Method Weight (Points)
1. Initial Evaluation; General Information Pass / Fail 1
(0.5% of Total)
2. Experience
Depth and breadth of experience and expertise
in the practice of law, most specifically in those
areas most often encountered in municipal
government operations
Points Based 30
(15% of Total)
3. Government Sector
Understanding of municipal government issues
and municipal law
Points Based 30
(15% of Total)
4. Approach
Capability to perform legal services promptly
and in a manner that permits the Town Council
and staff to meet established deadlines and
operate in an effective and efficient manner
Points Based 24
(12% of Total)
5. Key Staff
Qualifications of the key staff that will be
assigned to the Town of Fountain Hills under
this proposal
Points Based 23
(11.5% of Total)
6. Arizona Land Use
Familiarity with State of Arizona Land Use Law
Points Based 25
(12.5% of Total)
7. Communication skills Points Based 18
(9% of Total)
8. References
References of past or current municipal law
clients or municipal practice
Points Based 25
(12.5% of Total)
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9. Pricing/Fees
See 3.6 "Pricing". Evaluation will be based on
the clarity, stability, and predictability of the
proposed pricing structure, including its
suitability for municipal budgeting purposes.
Points Based 20
(10% of Total)
10. Familiarity with the Town/local community Points Based 4
(2% of Total)
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5. Evaluation and Award Process
5.1. Reference Checks
References will be checked, and it is Firm’s responsibility to ensure that all information is accurate and
current. The Firm authorizes the Town’s representative to verify all information from these references
and releases all those concerned from any liability in connection with the information they provide.
Inability of the Town to verify references may result in the Proposal being considered non-responsive.
5.2. Firm Responsibility
The Town may conduct any investigation deemed necessary to determine the Firm’s ability to perform
the project. Firms may be requested to submit additional documentation within 72 hours (or as
specified) to assist the Town in its evaluation.
5.3. Licensing and Registration
Prior to the award of the Agreement, the successful Firm shall be registered with the Arizona
Corporation Commission and authorized to do business in Arizona. The Firm shall provide licensure
information with the Proposal. Corporations and partnerships shall be able to provide a Certificate of
Good Standing from the Arizona Corporation Commission. The firm shall be registered with the State Bar
of Arizona and each individual attorney shall be licensed to practice law in the State of Arizona.
5.4. Selection
A Selection Committee composed of the Mayor and Town Council will conduct the selection process
according to the schedule listed in the timeline of this RFP. Proposals shall be opened at the time and
place designated in the timeline of this RFP. The name of each Firm and the identity of the RFP for which
the Proposal was submitted shall be publicly read and recorded in the presence of witnesses. PRICES
SHALL NOT BE READ. The Selection Committee shall award the agreement to the responsible and
responsive Firm whose Proposal is determined, in writing, to be the most advantageous to the Town and
best meets the overall needs of the Town taking into consideration the evaluation criteria set forth in
this RFP. The amount of applicable transaction privilege or use tax of the Town shall not be a factor in
determining the most advantageous Proposal, 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 Town business
privilege tax shall be included in the non-Fountain Hills business price for evaluation purposes only to
determine the best proposal. After the Town has entered into an Agreement with the successful Firm,
the successful Proposal and the scoring documentation shall be open for public inspection.
5.5. Line Item Option
Unless the Proposal states otherwise, or unless otherwise provided within this RFP, the Town reserves
the right to award by individual line item, by group of line items, or as a total, whichever is deemed most
advantageous to the Town.
5.6. Form of Agreement
The selected Firm will be required to execute the Town’s standard Professional Services Agreement in a
form acceptable to the Town. A sample of the standard agreement is included with this RFP. If the Town
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is unsuccessful in negotiating an Agreement with the highest-scoring Firm, the Town may then negotiate
with the second, then third, highest-scoring Firm until an Agreement is executed. The Town reserves the
right to terminate the selection process at any time.
5.7. Waiver; Rejection; Reissuance
Notwithstanding any other provision of this RFP, the Town expressly reserves the right to:
A. waive any immaterial defect or informality,
B. reject any or all Proposals or portions thereof and
C. cancel or reissue an RFP.
5.8. Protests
Any Firm may protest this RFP, the proposed award of an Agreement, or the actual award of an
Agreement. All protests will be considered in accordance with the Town Code and Town Procurement
Policy.
5.9. Evaluation Process
Each submittal will be reviewed for compliance with the Proposal requirements by the Selection
Committee. The Selection Committee will conduct oral interviews with each firm.
5.10. Oral Interviews & Scoring
All firms will be invited to participate in oral interviews with the Town Council and Mayor during an
Executive Session, as scheduled in the RFP timeline. Points will be awarded based on the evaluation
criteria outlined below. Additional information may be provided to firms in preparation for the
interviews. Participation in the Executive Session requires consent in accordance with A.R.S. §38-
431.03(A)(1). These discussions will focus less on past experience and qualifications—already addressed
in the written proposals—and more on each firm’s proposed approach and an evaluation of the
individuals who would be directly involved in providing the requested services.
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6. Terms and Conditions
6.1. Pricing Errors
If price is a consideration and in case of error in the extension of prices in the Proposal, the unit price
shall govern. Periods of time, stated as number of days, shall be calendar days.
6.2. Proposal Irrevocable
In order to allow for an adequate evaluation, the Town requires the Proposal to be valid and irrevocable
for 90 days after the Proposal Due Date and Time indicated on the cover of this RFP.
6.3. Cost of Proposal Preparation
The Town does not reimburse the cost of developing, presenting or providing any response to this
solicitation. Proposals submitted for consideration should be prepared simply and economically,
providing adequate information in a straightforward and concise manner. The Firm is responsible for all
costs incurred in responding to this RFP. All materials and documents submitted in response to this RFP
become the property of the Town and will not be returned.
6.4. Payment Requirements; Payment Discounts
Any Proposal that requires payment in less than 30 calendar days shall not be considered. Payment
discounts of 30 calendar days or less will not be deducted from the Proposal Price in determining the
low Proposal. The Town shall be entitled to take advantage of any payment discount offered, provided
payment is made within the discount period. Payment discounts shall be indicated on Price Sheet and/or
the electronic Cost Proposal.
6.5. Federal Excise Tax; Transaction Privilege Tax
The Town is exempt from Federal Excise Tax, including the Federal Transportation Tax. Transaction
privilege tax, if any, shall be included in the unit price for each line item. It shall not be considered a
lump sum payment item.
6.6. Public Record
All Proposals shall become the property of the Town and shall become a matter of public record
available for review, subsequent to the award notification, in accordance with the Town’s Procurement
Code.
6.7. Confidential Information
If a Firm believes that a Proposal or protest contains information that should be withheld from the
public record, a statement advising the Procurement Administrator of this fact shall accompany the
submission and the information shall be clearly identified. The information identified by the Firm as
confidential shall not be disclosed until the Town makes a written determination. The Town shall review
the statement and information and shall determine in writing whether the information shall be
withheld. If the Town determines that it is proper to disclose the information, the Town shall inform the
Firm in writing of such determination.
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6.8. No Collusion
By submitting a Proposal, the Firm certifies the submission of the Proposal did not involve collusion or
other anti-competitive practices.
6.9. No Gratuity
By submitting a Proposal, the Firm certifies 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 Firm’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
Procurement Administrator. Any attempt to influence the selection process by any means shall void the
submitted Proposal and any resulting Agreement.
6.10. Financial Stability
By submitting a Proposal, the Firm certifies 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.
6.11. No Signature/False or Misleading Statement
By submitting a Proposal, the Firm certifies person submitting has the authority to legally bind the Firm.
Failure in this regard shall void the submitted Proposal and any resulting Agreement.
6.12. Professional Services Agreement
By submitting a Proposal, the Firm certifies 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.
6.13. Offer
A Proposal is an offer to contract with the Town based upon the terms, conditions and specifications
contained in this RFP and the Firm’s responsive Proposal, unless any of the terms, conditions, or
specifications are modified by a written addendum or agreement amendment. Provided, however, that
no contractual relationship shall be established until the Firm has signed, and the Town has approved, a
professional services agreement between the Town and the Vendor in the form acceptable to the Town.
A sample Professional Services Agreement is included herein.
6.14. Business License
Firm shall obtain a Town business license within 30 days of entering into a contract.
Request for Proposals #RFP-2025-013
Title: Town Attorney Services
17
7. Questionnaire
7.1. Certification
By confirming questions under this section, the Firm certifies:
7.1.1. No Collusion*
The submission of the Proposal did not involve collusion or other anti-competitive practices.
☐ Please confirm
*Response required
7.1.2. 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 Firm’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 Procurement Administrator.
☐ Please confirm
*Response required
7.1.3. 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
7.1.4. No Signature/False or Misleading Statement*
The signature on the cover letter of the Proposal and the Firm Information Form is genuine and the
person signing has the authority to bind the Firm. 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
*Response required
7.1.5. 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
Request for Proposals #RFP-2025-013
Title: Town Attorney Services
18
*Response required
7.1.6. Reference Checks*
References will be checked, and it is Firm’s responsibility to ensure that all information is accurate and
current. Firm authorizes the Town’s representative to verify all information from these references and
releases all those concerned from any liability in connection with the information they provide. Inability
of the Town to verify references may result in the Proposal being considered non-responsive.
☐ Please confirm
*Response required
7.2. Firm Proposal
7.2.1. General Information*
A. One page cover letter as described in the section titled "RFP Submission Process", the
subsection titled "Required Submittal".
B. Provide Firm identification information. Explain the Firm’s legal organization including the legal
name, address, identification number and legal form of the Firm (e.g., partnership, corporation,
joint venture, limited liability company, sole proprietorship). If a joint venture, identify the
members of the joint venture and provide all of the information required under this section for
each member. If a limited liability company, provide the name of the member or members
authorized to act on the company’s behalf. If the Firm is a wholly owned subsidiary of another
company, identify the parent company. If the corporation is a nonprofit corporation, provide
nonprofit documentation. Provide the name, address and telephone number of the person to
contact concerning the Proposal. Please provide a breakdown of your firm’s personnel by job
title, including but not limited to Principals, Partners, Associates, Paralegals, and support staff.
This information should reflect the current staffing levels and help illustrate the overall capacity
and structure of the firm. A simple table or list format is acceptable.
C. Identify the location of the Firm’s principal office and the local work office, if different. Include
any documentation that supports the Firm’s authority to provide services in Arizona.
D. Provide a general description of the Firm's organization, including years in business.
E. Identify any contract or subcontract held by the Vendor or officers of the Firm that have been
terminated within the last five years. Briefly describe the circumstances and the outcome.
F. Identify any claims arising from a contract which resulted in litigation or arbitration within the
last five years. Briefly describe the circumstances and the outcome.
*Response required
7.2.2. Experience and Qualifications of the Firm*
Request for Proposals #RFP-2025-013
Title: Town Attorney Services
19
A. Provide a detailed description of the Firm’s experience in providing similar services to
municipalities or other entities of a similar size to the Town, specifically relating experience with
respect to Town Attorney Services.
*Response required
7.2.3. Key Positions*
A. Identify each key personnel member that will render services to the Town including title and
relevant experience required.
B. Indicate the roles and responsibilities of each key position. Include senior members of the Firm
only from the perspective of what their role will be in providing services to the Town.
C. If a subcontractor will be used for all work of a certain type, include information on this
subcontractor. A detailed plan for providing supervision must be included. Please identify any
portion of the services described in this RFP that your firm intends to outsource to a
subcontractor. For each subcontracted area, provide the name of the subcontractor (if known),
the scope of work to be performed, and a brief explanation of why the work is being
subcontracted. If no subcontracting is anticipated, please state so clearly in your response
D. Attach a résumé and evidence of certification, if any, for each key personnel member and/or
subcontractor to be involved in this project. Résumés should be attached together as a single
appendix at the end of the Proposal and will not count toward the Proposal page limit. However,
each resume shall not exceed two pages in length.
*Response required
7.2.4. Firm Approach*
A. Describe the Firm’s approach to performing the required Services in the section titled Scope of
Work, and its approach to representing a municipality.
B. Describe any alternate approaches if it is believed that such an approach would best suit the
needs of the Town. Include rationale for alternate approaches, and indicate how the Firm will
ensure that all efforts are coordinated with the Town’s Representatives.
*Response required
7.2.5. Pricing*
*Response required
7.2.6. W-9
7.2.7. Consent to Executive Session*
Possible dates for executive session include June 10th, 11th, 12th, and 16th, 2025. Please fill out
pertinent information and sign/upload.
*Response required
Request for Proposals #RFP-2025-013
Title: Town Attorney Services
20
7.2.8. Confidential information contained in this submittal?*
Please clearly mark any confidential information in this submittal.
☐ Yes
☐ No
*Response required
Citizens of Fountain Hills
Presiding Judge
Town of Fountain Hills Organization
Fire / EMS Administration Law
Enforcement
Town Manager Town AttorneyTown Prosecutor
Appointed
by Council
Contracted
Mayor and Town Council
Development
Services
Recreation
Community
Services
Community
Center
Code
Enforcement
Building Safety
Senior
Services
Parks
Volunteer
Program
GIS
Planning
Engineering
Streets
Facilities
Public Works
Inspection
Finance
Town Clerk
Administrative
Services
Economic
Development /
Tourism
Community
Relations
FY 2024
*Presiding Judge
(.63)
Senior Court ClerkCourt Operations
Coordinator
MUNICIPAL COURT
Court Administrator
-
*Part time -
Appointed
by Council
Full Time
Part Time
Court Clerk
(.50)
Court Clerk
(.50)
Town Manager
Executive Assistant to Town
Manager & Town Council
ADMINISTRATION DEPARTMENT
Town Clerk
Deputy Town
Manager /
Administrative
Services Director
Economic
Development
Director
Management Analyst
(Economic Development
Specialist)
Chief Technology
Administrator
Financial Services
Technician
Accountant
Customer Service Rep II
Chief Financial
Officer
Financial Services
Technician
IT Support
Specialist
Community Relations
Director
Part time
Full Time
Procurement
Administrator
Benefits and Payroll
Specialist (.50)
Senior Accountant
Human Resources
Analyst
Director
PUBLIC WORKS DEPARTMENT
Street
Maintenance
Technician
Senior Facilities
Maintenance
Technician
Custodian
(.50)
Streets
Superintendent
Facilities
Supervisor
Street
Maintenance
Technician II
Senior
Maintenance
Technician
Part Time
Full Time
Executive Assistant (.5)
(shared with Development Services)
Full Time
Shared
Civil Engineering
Inspector
Street
Maintenance
Technician
Town Engineer
Assistant Town
Engineer
Facilities
Maintenance
Technician
Building Permit
Technician
Director
DEVELOPMENT SERVICES DEPARTMENT
Executive Assistant (.5)
(shared with Public Works)
Senior Code
Enforcement
Officer
Code
Enforcement
Officer
Senior Planner
Chief Building
Official/Plans
Examiner
Building Permit
Technician
Full Time
Full Time
Shared
Part time
GIS Technician
CAD Operator
Senior Building
Inspector
Code
Enforcement
Officer
(.50)
Senior Building
Inspector
Community Services Director Executive Assistant
Parks
Superintendent
Recreation
Manager
COMMUNITY SERVICES DEPARTMENT
Parks Supervisor
Part time
Full Time
Recreation
Program
Coordinator
Senior
Recreation
Program
Coordinator
Customer Service Rep II
(.53)
Customer Service Rep II
(.60)
Community Center
Manager
Community
Center Program
Coordinator
Community Center Assistant(.45)
Community Center Assistant(.75)
Community Center Assistant(.58)
Community Center
Operations
Coordinator
Lead Operations
Support Worker
Operations Sup Worker
(.18)
Operations Sup Worker
(.19)
Lead Operations
Support Worker (.64)
Volunteer
Supervisor
Park Attendant
(.49)
Park Attendant
(.49)
Recreation Assistant
(.50)
Lead Park Attendant
Park Attendant
(.49)
Park Attendant
(.49)
Customer Service Rep II
(.50)
Community Center Assistant(.50)
Recreation Assistant
(.55)
Park Operations
Lead
Groundskeeper II
Park Operations
Lead
Park Operations
Lead
Park Operations
Lead
Fire Chief
Captains
Station Two (3)
Captains
Station One (3)
FIRE DEPARTMENT
Assistant Fire Chief/
Fire Marshal
Firefighters
Station One (9)
Firefighters
Station One (9)
Training Captain
Full Time
Engineers
Station One (3)
Engineers
Station Two (3)
Administrative
Assistant
LAW ENFORCEMENT
Division Commander
(1 Captain)
Night Watch
Commander
(1 Lieutenant)
Patrol
Sergeants (5)
Patrol Deputies
(19)
Deputy Commander
(1 Lieutenant)
Relief SergeantAdministrative
Assistant
School Resource
Officer
Administrative
Sergeant
www.fountainhillsaz.gov
Town of Fountain Hills
16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 (480) 816-5100
INSURANCE LIMITS & STANDARD REQUIREMENTS All event promoters, vendors selling products, vendors offering an onsite service and/or having animals as part of their booth/event, and all companies delivering equipment to the event site (town owned property), will be required to attach an original copy of a Certificate of Insurance with corresponding policy pages reflecting the Town of Fountain Hills’ standard insurance requirements.
The certificate and policy standard requirements: “The Town of Fountain Hills, its agents, representatives, officers, directors, officials, and employees” must be
named as “Additional Insured” on endorsement pages (not just the Certificate). All Certificate of Insurance policies must reflect this with the exception of workers’ compensation.
Address information should read: “Town of Fountain Hills, 16705 E Avenue of the Fountains, Fountain Hills, AZ 85268”. The Town of Fountain Hills shall be notified at least 30 days prior to cancellation or alteration of any insurance coverage. A 10-day notice of cancellation for non-payment of premium.
General provisions: All coverage shall be noted as “Primary” and the Town’s insurance shall be “Non-contributory” and noted on the policy pages (not just the Certificate of Insurance). Commercial General Liability Insurance in the amount of $1 million each occurrence combined single limit for bodily injury and property damage
liabilities; $2,000,000 products and completed operations; and $2,000,000 general aggregate. The insured as “Primary” Town as "Noncontributory"; a Waiver of Subrogation against the Town; Bodily Injury; Contractual; Independent Contractors Comprehensive Form; Product/Completed Operations Hazard; Premises
Operation; Personal injury; Broad Form Property Damage
Business Automobile Liability shall maintain coverage in the amount of $1,000,000 for owned, non- owned, and hired vehicles.
Workers Compensation Policies shall maintain coverage in the amount of $500,000 for each accident; $500,000 for each disease for each employee; and $1,000,000 each disease policy limit.
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.
TOWN OF FOUNTAIN HILLS DEPARTMENT SECTION B
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS AND
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered into
as of , 2025, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”) and , a(n) (the “Consultant”).
RECITALS
A. The Town issued a Request for Proposals, “ ” (the “RFP”), a copy of which is on file in the Town Clerk’s Office and incorporated herein by reference, seeking proposals from vendors for (the “Services”).
B. The Consultant responded to the RFP by submitting a proposal (the “Proposal”), attached hereto as Exhibit A and incorporated herein by reference, and the Town desires to enter into an Agreement with the Consultant for the Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Consultant hereby agree as follows:
1. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until , 2025 (the “Initial Term”), unless terminated as otherwise provided in this Agreement. After the expiration of the Initial Term, this Agreement may be renewed for up to four successive one-year terms (each, a
“Renewal Term”) if (i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal in each subsequent year, (ii) at least 30 days prior to the end of the then-current term of this Agreement, the Consultant requests, in writing, to extend this Agreement for an additional one-year term and (iii) the Town approves the additional one-year term in writing (including any price adjustments approved as part of this Agreement), as
evidenced by the Town Manager’s signature thereon, which approval may be withheld by the Town for any reason. The Consultant’s failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of the then-current term of this Agreement; provided, however, that the Town may, at its discretion and with the agreement of the Consultant, elect to waive this requirement and renew this Agreement. The Initial Term and any Renewal Term(s)
are collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this
Agreement shall remain in full force and effect.
TOWN OF FOUNTAIN HILLS DEPARTMENT SECTION B
rd 6.6.24 B-2
2. Scope of Work. Consultant shall provide the Services as set forth in the Scope of
Work, attached hereto as Exhibit B and incorporated herein by reference.
3. Compensation. The Town shall pay Consultant an amount not to exceed $ .00 for the Services at the rates as set forth in the Fee Proposal, attached hereto as Exhibit C and incorporated herein by reference. All invoices and statements shall be emailed to accountspayable@fountainhillsaz.gov.
4.Payments. The Town shall pay the Consultant monthly, based upon workperformed and completed to date, and upon submission and approval of invoices. All invoices shall document and itemize all work completed to date. Each invoice statement shall include a record of time expended and work performed in sufficient detail to justify payment.
5. Documents. All documents, including any intellectual property rights thereto,prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town.
6.Consultant Personnel. Consultant shall provide adequate, experienced personnel,
capable of and devoted to the successful performance of the Services under this Agreement. Consultant agrees to assign specific individuals to key positions. If deemed qualified, the Consultant is encouraged to hire Town residents to fill vacant positions at all levels. Consultant agrees that, upon commencement of the Services to be performed under this Agreement, key
personnel shall not be removed or replaced without prior written notice to the Town. If key
personnel are not available to perform the Services for a continuous period exceeding 30 calendar days, or are expected to devote substantially less effort to the Services than initially anticipated, Consultant shall immediately notify the Town of same and shall, subject to the concurrence of the Town, replace such personnel with personnel possessing substantially equal
ability and qualifications.
7. Inspection; Acceptance. All work shall be subject to inspection and acceptanceby the Town at reasonable times during Consultant’s performance. The Consultant shall provide and maintain a self-inspection system that is acceptable to the Town.
8.Licenses; Materials. Consultant shall maintain in current status all federal, stateand local licenses and permits required for the operation of the business conducted by the Consultant. The Town has no obligation to provide Consultant, its employees or subcontractors
any business registrations or licenses required to perform the specific services set forth in this
Agreement. The Town has no obligation to provide tools, equipment or material to Consultant.
9.Performance Warranty. Consultant warrants that the Services rendered willconform 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. (***USE THIS VERSION FOR CONTRACTS THAT ARENOT CONSTRUCTION OR ENGINEERING***) To the fullest extent permitted by law, the Consultant shall indemnify, defend and hold harmless the Town and each council member,
TOWN OF FOUNTAIN HILLS DEPARTMENT SECTION B
rd 6.6.24 B-3
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 Consultant, its
officers, employees, agents, or any tier of subcontractor in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section.
(***ALTERNATE VERSION FOR CONSTRUCTION AND ENGINEERING
CONTRACTS***) To the fullest extent permitted by law, the Consultant shall indemnify 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”) to the extent that such Claims (or actions in respect thereof) are caused by the negligent acts, recklessness or intentional misconduct of the Consultant, its officers, employees, agents, or any tier of subcontractor in connection with Consultant’s work or services 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 orliabilities of Consultant, Consultant shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with
an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town.
Failure to maintain insurance as specified herein may result in termination of this Agreement at the Town’s option.
B.No Representation of Coverage Adequacy. By requiring insurance
herein, the Town does not represent that coverage and limits will be adequate to protect Consultant. The Town reserves the right to review any and all of the insurance policies and/or endorsements cited in this Agreement but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this
Agreement or failure to identify any insurance deficiency shall not relieve Consultant
from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement.
TOWN OF FOUNTAIN HILLS DEPARTMENT SECTION B
rd 6.6.24 B-4
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 maintainedin full force and effect until all work or services required to be performed under the terms of this Agreement are satisfactorily performed, completed and formally accepted by the Town, unless specified otherwise in this Agreement.
E.Primary Insurance. Consultant’s insurance shall be primaryinsurance 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, includingWorkers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Consultant. Consultant
shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto.
H.Policy Deductibles and/or Self-Insured Retentions. The policiesset forth in these requirements may provide coverage that contains deductibles or self-
insured retention amounts. Such deductibles or self-insured retention shall not be
applicable with respect to the policy limits provided to the Town. Consultant shall be solely responsible for any such deductible or self-insured retention amount.
I.Use of Subcontractors. If any work under this Agreement is
subcontracted in any way, Consultant shall execute written agreements with its subcontractors containing the indemnification provisions set forth in this Section and insurance requirements set forth herein protecting the Town and Consultant. Consultant shall be responsible for executing any agreements with its subcontractors and obtaining
certificates of insurance verifying the insurance requirements.
J.Evidence of Insurance. Prior to commencing any work or servicesunder this Agreement, Consultant will provide the Town with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of
TOWN OF FOUNTAIN HILLS DEPARTMENT SECTION B
rd 6.6.24 B-5
the insurance policies as required by this Agreement, issued by Consultant’s insurance
insurer(s) as evidence that policies are placed with acceptable insurers as specified herein
and provide the required coverages, conditions and limits of coverage specified in this
Agreement and that such coverage and provisions are in full force and effect. Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The Town shall reasonably rely upon
the certificates of insurance and declaration page(s) of the insurance policies as evidence
of coverage but such acceptance and reliance shall not waive or alter in any way the insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement, it shall be Consultant’s responsibility to forward renewal certificates and declaration page(s) to the Town 30 days
prior to the expiration date. All certificates of insurance and declarations required by this
Agreement shall be identified by referencing the RFP number and title or this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received 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 InsuranceServices Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent.
(b)Auto Liability – Under ISO Form CA 20 48 orequivalent.
(c) Excess Liability – Follow Form to underlying
insurance.
(2)Consultant’s insurance shall be primary insurance withrespect to performance of this Agreement; the Town's insurance shall be non-
contributory; a waiver of subrogation shall apply.
(3)All policies, except for Professional Liability, includingWorkers’ Compensation, waive rights of recovery (subrogation) against Town, its agents, representatives, officers, officials and employees for any claims arising
out of work or services performed by Consultant under this Agreement.
(4)ACORD certificate of insurance form 25 (2014/01) ispreferred. 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
TOWN OF FOUNTAIN HILLS DEPARTMENT SECTION B
rd 6.6.24 B-6
agents or representatives” shall be deleted. Certificate forms other than ACORD
form shall have similar restrictive language deleted.
11.2 Required Insurance Coverage.
A.Commercial General Liability. Consultant shall maintain“occurrence” form Commercial General Liability insurance with an unimpaired limit of
not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed
Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy shall cover liability arising from premises, operations, independent contractors, products- completed operations, personal injury and advertising injury. Coverage under the policy will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof,
including but not limited to, separation of insured’s clause. To the fullest extent allowed
by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, officials and employees shall be cited as an Additional Insured under ISO, Commercial General Liability Additional Insured Endorsement form CG 20 10 03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to
include as an insured the person or organization shown in the Schedule, but only with
respect to liability arising out of “your work” for that insured by or for you.” If any Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance.
B.Vehicle Liability. Consultant shall maintain Business AutomobileLiability insurance with a limit of $1,000,000 each occurrence on Consultant’s owned, hired and non-owned vehicles assigned to or used in the performance of the Consultant’s work or services under this Agreement. Coverage will be at least as broad as ISO
coverage code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law, for claims arising out of the performance of this Agreement, the Town, its agents, representatives, officers, directors, officials and employees shall be cited as an Additional Insured under ISO Business Auto policy Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance
is utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope than underlying insurance.
C.Professional Liability. If this Agreement is the subject of any
professional services or work, or if the Consultant engages in any professional services or
work in any way related to performing the work under this Agreement, the Consultant shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Consultant, or anyone employed by the Consultant, or anyone for whose negligent acts, mistakes, errors and omissions the
Consultant is legally liable, with an unimpaired liability insurance limit of $2,000,000
each claim and $2,000,000 annual aggregate.
D.Workers’ Compensation Insurance. Consultant shall maintainWorkers’ Compensation insurance to cover obligations imposed by federal and state
TOWN OF FOUNTAIN HILLS DEPARTMENT SECTION B
rd 6.6.24 B-7
statutes having jurisdiction over Consultant’s employees engaged in the performance of
work or services under this Agreement and shall also maintain Employers Liability
Insurance of not less than $500,000 for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit.
11.3 Cancellation and Expiration Notice. Insurance required herein shall not expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town.
12.Termination; Cancellation.
12.1 For Town’s Convenience. This Agreement is for the convenience of theTown and, as such, may be terminated without cause after receipt by Consultant of written notice
by the Town. Upon termination for convenience, Consultant shall be paid for all undisputed
services performed to the termination date.
12.2 For Cause. If either party fails to perform any obligation pursuant to this Agreement and such party fails to cure its nonperformance within 30 days after notice of
nonperformance is given by the non-defaulting party, such party will be in default. In the event
of such default, the non-defaulting party may terminate this Agreement immediately for cause and will have all remedies that are available to it at law or in equity including, without limitation, the remedy of specific performance. If the nature of the defaulting party’s nonperformance is such that it cannot reasonably be cured within 30 days, then the defaulting party will have such
additional periods of time as may be reasonably necessary under the circumstances, provided the
defaulting party immediately (A) provides written notice to the non-defaulting party and (B) commences to cure its nonperformance and thereafter diligently continues to completion the cure of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of such termination for cause, payment shall be made by the Town to the Consultant for the
undisputed portion of its fee due as of the termination date.
12.3 Due to Work Stoppage. This Agreement may be terminated by the Town upon 30 days’ written notice to Consultant in the event that the Services are permanently abandoned. In the event of such termination due to work stoppage, payment shall be made by
the Town to the Consultant for the undisputed portion of its fee due as of the termination date.
12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further
obligations by the Town or any of its departments or agencies if any person significantly
involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its departments or agencies is, at any time while this Agreement or any extension of this Agreement is in effect, an employee of any other party to this Agreement in any capacity or a consultant to any other party of this Agreement with respect to the subject matter of this
Agreement.
12.5 Gratuities. The Town may, by written notice to the Consultant, cancel this Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Consultant or any
TOWN OF FOUNTAIN HILLS DEPARTMENT SECTION B
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agent or representative of the Consultant to any officer, agent or employee of the Town for the
purpose of securing this Agreement. In the event this Agreement is canceled by the Town
pursuant to this provision, the Town shall be entitled, in addition to any other rights and remedies, to recover and withhold from the Consultant an amount equal to 150% of the gratuity.
12.6 Agreement Subject to Appropriation. This Agreement is subject to the provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of
this Agreement for payment of funds by the Town shall be effective when funds are appropriated
for purposes of this Agreement and are actually available for payment. The Town shall be the sole judge and authority in determining the availability of funds under this Agreement and the Town shall keep the Consultant fully informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is a current
expense of the Town, payable exclusively from such annual appropriations, and is not a general
obligation or indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the amounts as set forth in this Agreement during any immediately succeeding fiscal year, this Agreement shall terminate at the end of then-current fiscal year and the Town and the Consultant shall be relieved of any subsequent obligation under this Agreement.
13.Miscellaneous.
13.1 Independent Contractor. It is clearly understood that each party will act inits individual capacity and not as an agent, employee, partner, joint venturer, or associate of the
other. An employee or agent of one party shall not be deemed or construed to be the employee
or agent of the other for any purpose whatsoever. The Consultant acknowledges and agrees that the Services provided under this Agreement are being provided as an independent contractor, not as an employee or agent of the Town. Consultant, its employees and subcontractors are not entitled to workers’ compensation benefits from the Town. The Town does not have the
authority to supervise or control the actual work of Consultant, its employees or subcontractors.
The Consultant, and not the Town, shall determine the time of its performance of the services provided under this Agreement so long as Consultant meets the requirements of its agreed Scope of Work as set forth in Section 2 above and Exhibit B. Consultant is neither prohibited from entering into other contracts nor prohibited from practicing its profession elsewhere. Town and
Consultant do not intend to nor will they combine business operations under this Agreement.
13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in
Maricopa County, Arizona.
13.3 Laws and Regulations. Consultant shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Consultant is responsible abides by, and remains in compliance with, all rules,
regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the
following: (A) existing and future Town and County ordinances and regulations; (B) existing and future State and Federal laws; and (C) existing and future Occupational Safety and Health Administration standards.
TOWN OF FOUNTAIN HILLS DEPARTMENT SECTION B
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13.4 Amendments. This Agreement may be modified only by a written
amendment signed by persons duly authorized to enter into contracts on behalf of the Town and
the Consultant.
13.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were
included herein and, if through mistake or otherwise any such provision is not inserted, or is not
correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction.
13.6 Severability. The provisions of this Agreement are severable to the extent
that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application.
13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements
have been made by any of the parties except as expressly set forth herein, or in any other
contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement. This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek
and utilize legal counsel in the drafting of, review of, and entry into this Agreement.
13.8 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by Consultant without prior, written permission of the Town, signed by the
Town Manager. Any attempted assignment or delegation by Consultant in violation of this
provision shall be a breach of this Agreement by Consultant.
13.9 Subcontracts. No subcontract shall be entered into by the Consultant with any other party to furnish any of the material or services specified herein without the prior
written approval of the Town. The Consultant is responsible for performance under this
Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material breach of this Agreement by Consultant.
13.10 Rights and Remedies. No provision in this Agreement shall be construed,
expressly or by implication, as waiver by the Town of any existing or future right and/or remedy available by law in the event of any claim of default or breach of this Agreement. The failure of the Town to insist upon the strict performance of any term or condition of this Agreement or to exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or
the Town’s acceptance of and payment for services, shall not release the Consultant from any
responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a waiver of any right of the Town to insist upon the strict performance of this Agreement.
TOWN OF FOUNTAIN HILLS DEPARTMENT SECTION B
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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 orequity, the Town may offset from any money due to the Consultant any amounts Consultant owes to the Town for damages resulting from breach or deficiencies in performance or breach of any obligation under this Agreement.
B.Offset for Delinquent Fees or Taxes. The Town may offset fromany money due to the Consultant any amounts Consultant owes to the Town for delinquent fees, transaction privilege taxes and property taxes, including any interest or penalties.
13.14 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given
to a recognized and reputable overnight delivery service, to the address set forth below:
If to the Town:
With copy to:
Town of Fountain Hills
16705 East Avenue of the Fountains Fountain Hills, Arizona
85268 Attn: Rachael Goodwin, Town Manager
Town of Fountain Hills
16705 East Avenue of the Fountains Fountain Hills, Arizona
85268 Attn: Town Legal Representation
If to Consultant:
Attn:
or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S.
TOWN OF FOUNTAIN HILLS DEPARTMENT SECTION B
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Mail, properly addressed, with sufficient postage or (C) the following business day after being
given to a recognized overnight delivery service, with the person giving the notice paying all
required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice.
13.15 Confidentiality of Records. The Consultant shall establish and maintain procedures and controls that are acceptable to the Town for the purpose of ensuring that information contained in its records or obtained from the Town or from others in carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or
employees, except as required to perform Consultant’s duties under this Agreement. Persons
requesting such information should be referred to the Town. Consultant also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Consultant as needed for the performance of duties under this Agreement.
13.16 Records and Audit Rights. To ensure that the Consultant and its
subcontractors are complying with the warranty under subsection 13.17 below, Consultant’s and its subcontractor’s books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Consultant and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all
of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to
audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit (A) evaluation and verification of any invoices, payments or claims based on Consultant’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this
Agreement and (B) evaluation of the Consultant’s and its subcontractors’ compliance with the
Arizona employer sanctions laws referenced in subsection 13.17 below. To the extent necessary for the Town to audit Records as set forth in this subsection, Consultant and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said
Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement
for the duration of the work and until three years after the date of final payment by the Town to Consultant pursuant to this Agreement. Consultant and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this subsection. The Town shall give Consultant or its subcontractors
reasonable advance notice of intended audits. Consultant shall require its subcontractors to
comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement.
13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT.
§ 41-4401, the Consultant and its subcontractors warrant compliance with all federalimmigration laws and regulations that relate to their employees and their compliance with the E- verify requirements under ARIZ. REV. STAT. § 23-214(A). Consultant’s or its subcontractors’
TOWN OF FOUNTAIN HILLS DEPARTMENT SECTION B
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failure to comply with such warranty shall be deemed a material breach of this Agreement and
may result in the termination of this Agreement by the Town.
13.18 Israel. Consultant certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a “boycott,” as that term is defined in ARIZ. REV. STAT. § 35-393, of Israel.
13.19 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, the Scope of Work, any Town-approved Purchase Order, the Fee Proposal, the RFP and the Consultant’s Proposal, the documents shall govern in the order listed herein.
13.21 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.
13.23 Special Provisions. [Add here – if any].
[SIGNATURES ON FOLLOWING PAGES]
TOWN OF FOUNTAIN HILLS DEPARTMENT SECTION B
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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
Town Manager
ATTEST:
Town Clerk
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
_____________________________
Town Attorney
TOWN OF FOUNTAIN HILLS DEPARTMENT SECTION B
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“Consultant”
, a(n)
By:
Name:
Title:
EXHIBIT A TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE TOWN OF FOUNTAIN HILLS AND
15
[Consultant’s Proposal]
See following pages.
AJM:sbm 919425.2 12/9/2016
EXHIBIT B TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE TOWN OF FOUNTAIN HILLS AND
AJM:sbm 919425.2 12/9/2016 1
[Scope of Work]
See following page(s).
EXHIBIT C TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE TOWN OF FOUNTAIN HILLS AND
1
[Fee Proposal]
See following page(s).
Name
Firm
Address
City/State/Zip Code
RE: Notice of the Executive Session of the Fountain Hills Town Council (the “Council”)
This letter shall serve as written notice, pursuant to ARIZ.REV. STAT. §38-431.03(A)(1), of the Council’s
intent to hold an executive session(s) on June 10th, 11th, 12th, and 16th to conduct an interview to discuss
your professional legal background and/or the firm’s legal experience.
The Council will discuss this matter in executive session with and without your presence. Any
discussions in the executive session shall be kept confidential except from those persons who attended
the executive session. However, pursuant to ARIZ. REV. STAT. §38-431.03(A)(1), you may demand that
the discussion be conducted in a public meeting.
If you desire to have the discussion held in public, please notify me prior to the time of the Executive
Session. If you consent to the Council holding your interview in executive session, please countersign
this letter in the space indicated below and return a copy to my office.
Please feel free to call or email should you have any questions.
Robert Durham
Procurement Administrator
Town of Fountain Hills
480-816-5128
rdurham@fountainhillsaz.gov
CONSENT TO EXECUTIVE SESSION
I, the undersigned, hereby (i) acknowledge receipt of this letter more than 24 hours prior to the executive
session conducted for my review; and (ii) waive my rights to have the review held in a public meeting.
________________________________________________________________________ ___________
Signature Date