HomeMy WebLinkAbout110721SPLP
NOTICE OF THE
SPECIAL SESSION OF
THE FOUNTAIN HILLS TOWN COUNCIL
TIME: 6:00 P.M.
WHEN: THURSDAY, JULY 21, 2011
WHERE: FOUNTAIN HILLS TOWN HALL 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 Commissions or Boards 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 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.”
PROCEDURE FOR ADDRESSING THE COUNCIL
Anyone wishing to speak before the Council must fill out a speaker’s card and submit it to the Town
Clerk prior to Council discussion of that Agenda item. Speaker Cards are located in the Council
Chamber Lobby and near the Clerk’s position on the dais.
Speakers will be called in the order in which the speaker cards were received either by the Clerk or the
Mayor. At that time, speakers should stand and approach the podium. Speakers are asked to state
their name prior to commenting and to direct their comments to the Presiding Officer and not to
individual Councilmembers. Speakers’ statements should not be repetitive. If a speaker chooses not
to speak when called, the speaker will be deemed to have waived his or her opportunity to speak on
the matter. Speakers may not (i) reserve a portion of their time for a later time or (ii) transfer any
portion of their time to another speaker.
If there is a Public Hearing, please submit the speaker card to speak to that issue during the Public
Hearing.
Individual speakers will be allowed three contiguous minutes to address the Council. Time limits may
be waived by (i) discretion of the Town Manager upon request by the speaker not less than 24 hours
prior to a Meeting, (ii) consensus of the Council at Meeting or (iii) the Mayor either prior to or
during a Meeting. Please be respectful when making your comments. If you do not comply with
these rules, you will be asked to leave.
Mayor Jay T. Schlum
Councilmember Dennis Brown Councilmember Tait D. Elkie
Vice Mayor Dennis Contino Councilmember Cassie Hansen
Councilmember Ginny Dickey Councilmember Henry Leger
DISCUSSION POSTPONED
TO 8/4/11 MEETING
Z:\Council Packets\2011\SPL7-21-11\110721A.docx Last printed 7/14/2011 6:16 AM
Page 2 of 2
CALL TO ORDER AND ROLL CALL – Mayor Jay T. Schlum
1. CONSIDERATION of AUTHORIZING staff to enter into a contract with a firm approved
by the Council for the purpose of conducting the Town Manager search process.
2. ADJOURNMENT.
DATED this 14th day of July 2011.
_______________________________________
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 this meeting or
to obtain agenda information in large print format. Supporting documentation and staff reports furnished the Council with this agenda
are available for review in the Clerk’s office.
DISCUSSION POSTPONED
TO 8/4/11 MEETING
NOTICE OF THE
SPECIAL SESSION OF
THE FOUNTAIN HILLS TOWN COUNCIL
TIME: 6:00 P.M.
WHEN: THURSDAY, JULY 21, 2011
WHERE: FOUNTAIN HILLS TOWN HALL 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 Commissions or Boards 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 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.”
PROCEDURE FOR ADDRESSING THE COUNCIL
Anyone wishing to speak before the Council must fill out a speaker’s card and submit it to the Town
Clerk prior to Council discussion of that Agenda item. Speaker Cards are located in the Council
Chamber Lobby and near the Clerk’s position on the dais.
Speakers will be called in the order in which the speaker cards were received either by the Clerk or the
Mayor. At that time, speakers should stand and approach the podium. Speakers are asked to state
their name prior to commenting and to direct their comments to the Presiding Officer and not to
individual Councilmembers. Speakers’ statements should not be repetitive. If a speaker chooses not
to speak when called, the speaker will be deemed to have waived his or her opportunity to speak on
the matter. Speakers may not (i) reserve a portion of their time for a later time or (ii) transfer any
portion of their time to another speaker.
If there is a Public Hearing, please submit the speaker card to speak to that issue during the Public
Hearing.
Individual speakers will be allowed three contiguous minutes to address the Council. Time limits may
be waived by (i) discretion of the Town Manager upon request by the speaker not less than 24 hours
prior to a Meeting, (ii) consensus of the Council at Meeting or (iii) the Mayor either prior to or
during a Meeting. Please be respectful when making your comments. If you do not comply with
these rules, you will be asked to leave.
Mayor Jay T. Schlum
Councilmember Dennis Brown Councilmember Tait D. Elkie
Vice Mayor Dennis Contino Councilmember Cassie Hansen
Councilmember Ginny Dickey Councilmember Henry Leger
Z:\Council Packets\2011\SPL7-21-11\110721A.docx Last printed 7/14/2011 6:16 AM
Page 2 of 2
CALL TO ORDER AND ROLL CALL – Mayor Jay T. Schlum
1. CONSIDERATION of AUTHORIZING staff to enter into a contract with a firm approved
by the Council for the purpose of conducting the Town Manager search process.
2. ADJOURNMENT.
DATED this 14th day of July 2011.
_______________________________________
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 this meeting or
to obtain agenda information in large print format. Supporting documentation and staff reports furnished the Council with this agenda
are available for review in the Clerk’s office.
1538894.2
REQUEST FOR PROPOSALS
FOR
TOWN MANAGER SEARCH
SERVICES
Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
SOLICITATION INFORMATION AND SELECTION SCHEDULE
Release Date: July 7, 2011
Final Date for Inquiries: July 18, 2011
Proposal Due Date and
Time:
July 19, 2011
3:00 p.m. (local time, Phoenix, Arizona)
Target Town Council
Award Date:
July 21, 2011
Anticipated Agreement
Start Date:
July 22, 2011
Town Representatives: Joan McIntosh jmcintosh@fh.az.org
480-816-5125
Bev Bender bbender@fh.az.org
480-816-5115
** The Town of Fountain Hills reserves the right to amend the solicitation schedule as necessary.
TOWN OF FOUNTAIN HILLS
FINANCIAL DIVISION
1538894.2
i
Table of Contents
Section A Page
I. RFP Process; Award of Agreement A-1
II. Proposal Format; Scoring A-6
III. Vendor Information Form A-8
Section B
Sample Professional Services Agreement B-1
TOWN OF FOUNTAIN HILLS
SECTION A FINANCIAL DIVISION
1538894.2
A-1
I. RFP PROCESS; AWARD OF AGREEMENT
1. Purpose; Scope of Work. The Town of Fountain Hills (the “Town”) is issuing
this Request For Proposals (this “RFP”) from qualified consultants (“Vendors”) interested in
providing Town Manager search services for the Town as more particularly described in the
Scope of Work attached to the sample Professional Services Agreement (included in Section B
of this RFP) as Exhibit C (the “Services”), and incorporated herein by reference. The Town will
accept sealed proposals (“Proposals”) for the Services. This procurement is progressing at an
accelerated pace in order to ensure timely selection of a suitable new Town Manager who will be
able to start work by December 1, 2011. The Proposal shall (A) include all of the components
necessary for the Vendor to perform all of the Services necessary from initial consultation with
the Town Council to hiring of the new Town Manager and (B) be arranged into discrete, logical
groupings of services to allow the Town to select the appropriate amount of services to meet its
budgetary needs. Accordingly, the service components shall be arranged to ensure that, upon
completion of each discrete component, the Town will be presented with a finished product from
which it may continue the process if it so desires.
2. Preparation/Submission of Proposal. Vendors are invited to participate in the
competitive selection process for the Services outlined in this RFP. Responding parties shall
review their Proposal submissions to ensure the following requirements are met.
2.1 Irregular or Non-responsive Proposals. The Town shall consider as
“irregular” or “non-responsive” and reject any Proposal not prepared and submitted in
accordance with this RFP, or any Proposal lacking sufficient information to enable the Town to
make a reasonable determination of compliance to the minimum qualifications. Unauthorized
conditions, limitations, or provisions shall be cause for rejection. Proposals may be deemed non-
responsive at any time during the evaluation process if, in the sole opinion of the Town:
A. Vendor does not meet the minimum required skill, experience or
requirements to perform or provide the Service.
B. Vendor has a past record of failing to fully perform or fulfill
contractual obligations.
C. Vendor cannot demonstrate financial stability.
D. Vendor’s Proposal contains false, inaccurate or misleading
statements that, in the opinion of the Town Manager or authorized designee, is intended to
mislead the Town in its evaluation of the Proposal.
2.2 Submittal Quantities. Interested Vendors must submit one (1) original
and eight (8) copies (nine (9) total submittals) of the Proposal. In addition, interested parties
must submit one (1) original copy of the Proposal on a CD-ROM (or electronic media approved
by the Town) in printable Adobe or Microsoft Word format (or other format approved by the
Town). Failure to adhere to the submittal quantity criteria shall result in the Proposal being
considered non-responsive.
TOWN OF FOUNTAIN HILLS
SECTION A FINANCIAL DIVISION
1538894.2
A-2
2.3 Required Submittal. The Proposal shall be submitted with a cover letter
with an original ink signature by a person authorized to bind the Vendor. Proposals submitted
without a cover letter with an original ink signature by a person authorized to bind the Vendor
shall be considered non-responsive. The Proposal shall be a maximum of fifteen (15) pages to
address the Proposal criteria (excluding resumes, the Vendor Information Form, but including
the materials necessary to address project understanding, general information, organizational
chart, photos, tables, graphs, and diagrams). Each page side (maximum 8 1/2” x 11”) with
criteria information shall be counted. However, one page may be substituted with an 11” x 17”
sheet of paper, folded to 8 1/2” x 11”, showing a proposed project schedule or organizational
chart and only having information on one side. Cover, back, table of contents and tabs may be
used and shall not be included in the page count, unless they include additional project-specific
information or Proposal criteria responses. The minimum allowable font for the Proposal is 11
pt. Failure to adhere to the page limit and size criteria and font size shall result in the Proposal
being considered non-responsive. Telegraphic (facsimile), electronic (e-mail) or mailgram
Proposals will not be considered.
2.4. Vendor Responsibilities. All Vendors shall (A) examine the entire RFP,
(B) seek clarification of any item or requirement that may not be clear, (C) check all responses
for accuracy before submitting a Proposal and (D) submit the entire Proposal by the Proposal
Due Date and Time. Late Proposals will not be considered. A Vendor submitting a late
Proposal shall be so notified. Negligence in preparing a Proposal confers no right of withdrawal
after the Proposal Due Date and Time.
2.5. Sealed Submittals. All Proposals shall be sealed and clearly marked with
the RFP title, Town Manager Search Services, on the lower left hand corner of the mailing
envelope. A return address must also appear on the outside of the sealed Proposal. The Town is
not responsible for the pre-opening of, post-opening of, or the failure to open, any Proposals not
properly addressed or identified.
2.6. Pricing. The Vendor shall submit the same number of copies of the Fee
Proposal as described in Article I, Section 2.2 above in a separate, sealed envelope enclosed with
the Vendor’s Proposal. Pricing shall be inclusive of all of the Services in the Scope of Work and
Fee Proposal as described in the Professional Service Agreement in Exhibit C. Each discrete
component of the Services shall include a component cost, and all costs shall be included in an
overall aggregate amount for all Services.
2.7. Address. All Proposals shall be directed to the following address: Town
Clerk, 16705 East Avenue of the Fountains, Fountain Hills, Arizona 85268, or hand-delivered to
the Town Clerk’s Office by the Proposal Due Date and Time indicated on the cover page of this
RFP.
2.8. 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.
TOWN OF FOUNTAIN HILLS
SECTION A FINANCIAL DIVISION
1538894.2
A-3
2.9. Proposal Irrevocable. In order to allow for an adequate evaluation, the
Town requires the Proposal to be valid and irrevocable for 60 days after the Proposal Due Date
and Time indicated on the cover of this RFP.
2.10 Amendment/Withdrawal of Proposal. At any time prior to the specified
Proposal Due Date and Time, a Vendor (or designated representative) may amend or withdraw
its Proposal. Any erasures, interlineations, or other modifications in the Proposal shall be
initialed in original ink by the authorized person signing the Proposal. Facsimile, electronic (e-
mail) or mailgram Proposal amendments or withdrawals will not be considered. No Proposal
shall be altered, amended or withdrawn after the specified Proposal Due Date and Time.
3. Cost of Proposal Preparation. The Town does not reimburse the cost of
developing, presenting or providing any response to this solicitation. Proposals submitted for
consideration should be prepared simply and economically, providing adequate information in a
straightforward and concise manner. The Vendor is responsible for all costs incurred in
responding to this RFP. All materials and documents submitted in response to this RFP become
the property of the Town and will not be returned.
4. Inquiries.
4.1 Written/Verbal Inquiries. Any question related to the RFP shall be
directed to the Town Representatives whose names appear on the cover page of this RFP.
Questions shall be submitted in writing or via e-mail by the close of business on the Final Date
for Inquiries indicated on the cover page of this RFP. Any inquiries related to this RFP shall
refer to the number and title, page and paragraph. However, the Vendor shall not place the RFP
number and title on the outside of any envelope containing questions, because such an envelope
may be identified as a sealed Proposal and may not be opened until after the Proposal Due Date
and Time.
4.2 Inquiries Answered. Written questions will be read and answered within
24 hours. Verbal or telephone inquiries directed to Town staff will not be answered. No
questions, submitted in any form, will be answered after the Final Date for Inquiries listed on the
cover of this RFP.
5. Pre-Submittal Conference. INTENTIONALLY OMMITTED.
6. Payment Requirements; Payment Discounts. Any Proposal that requires payment
in less than 30 calendar days shall not be considered. However, the Town shall be entitled to
take advantage of any payment discount offered by the Vendor provided payment is made within
the discount period.
7. Federal Excise Tax. The Town is exempt from Federal Excise Tax, including the
Federal Transportation Tax. Sales tax, if any, shall be indicated as a separate item.
TOWN OF FOUNTAIN HILLS
SECTION A FINANCIAL DIVISION
1538894.2
A-4
8. Public Record. All Proposals shall become the property of the Town and shall
become a matter of public record available for review, subsequent to the award notification, in
accordance with the Town’s Procurement Code.
9. Confidential Information. If a Vendor believes that a Proposal or protest contains
information that should be withheld from the public record, a statement advising the Town
Representative of this fact shall accompany the submission and the information shall be
identified. The information identified by the Vendor as confidential shall not be disclosed until
the Town Representative makes a written determination. The Town Representative shall review
the statement and information and shall determine in writing whether the information shall be
withheld. If the Town Representative determines to disclose the information, the Town
Representative shall inform the Vendor in writing of such determination.
10. Vendor Licensing and Registration. Prior to the award of the Agreement, the
successful Vendor shall (i) be licensed with the Arizona Corporation Commission to do business
in Arizona and (ii) have a completed Request for Vendor Number on file with the Town
Financial Services Department. The Vendor shall provide licensure information with the
Proposal. Corporations and partnerships shall be able to provide a Certificate of Good Standing
from the Arizona Corporation Commission.
11. Certification. By submitting a Proposal, the Vendor certifies:
11.1 No Collusion. The submission of the Proposal did not involve collusion
or other anti-competitive practices.
11.2 No Discrimination. It shall not discriminate against any employee or
applicant for employment in violation of Federal Executive Order 11456.
11.3 No Gratuity. It has not given, offered to give, nor intends to give at any
time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special
discount, trip favor or service to a Town employee, officer or agent in connection with the
submitted Proposal. It (including the Vendor’s employees, representatives, agents, lobbyists,
attorneys, and subcontractors) has refrained, under penalty of disqualification, from direct or
indirect contact for the purpose of influencing the selection or creating bias in the selection
process with any person who may play a part in the selection process, including the Selection
Committee, elected officials, the Town Manager, the Deputy Town Manager, Department Heads,
and other Town staff. All contact must be addressed to the Town Representatives. Any attempt
to influence the selection process by any means shall void the submitted Proposal and any
resulting Agreement.
11.4 Financial Stability. It is financially stable, solvent and has adequate cash
reserves to meet all financial obligations including any potential costs resulting from an award of
the Agreement.
TOWN OF FOUNTAIN HILLS
SECTION A FINANCIAL DIVISION
1538894.2
A-5
11.5 No Signature; False or Misleading Statement. Failure to sign the
Proposal, or signing it with a false or misleading statement, shall void the submitted Proposal
and any resulting Agreement.
11.6 Professional Services Agreement. In addition to reviewing and
understanding the submittal requirements, it has reviewed the attached sample Professional
Service Agreement (attached in Section B), including the Scope of Work.
12. Award of Agreement.
12.1 Selection. A Selection Committee composed of representatives from the
Town will conduct the selection process according to the schedule listed on the cover page of
this RFP. The Selection Committee shall recommend that the Town Council award the
agreement to the responsible and responsive Vendor whose Proposal is determined, in writing, to
be the most advantageous to the Town and best meets the overall needs of the Town taking into
consideration the scoring criteria set forth in this RFP. The amount of applicable transaction
privilege or use tax of the Town shall not be a factor in determining the most advantageous
Proposal. After the Town has entered into an Agreement with the successful Vendor, the
successful Proposal and the scoring documentation shall be open for public inspection.
12.2 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.
12.3 Form of Agreement. The selected Vendor will be required to execute the
Town’s standard Professional Services Agreement in a form acceptable to the Town Attorney. A
sample of the standard agreement is included with this RFP. If the Town is unsuccessful in
negotiating an Agreement with the highest-scoring Vendor, the Town may then negotiate with
the second, then third, highest-scoring Vendor until an Agreement is executed. Town Council
approval may be required. The Town reserves the right to terminate the selection process at any
time.
12.4 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) reissue an RFP.
13. Offer. A Proposal is an offer to contract with the Town based upon the terms,
conditions and specifications contained in this RFP and the Vendor’s responsive Proposal, unless
any of the terms, conditions, or specifications is modified by a written addendum or agreement
amendment. Provided, however, that no contractual relationship shall be established until the
Vendor has signed, and the Town has approved, a professional services agreement between the
Town and the Vendor in the form acceptable to the Town Attorney. A sample Professional
Service Agreement is included herein.
TOWN OF FOUNTAIN HILLS
SECTION A FINANCIAL DIVISION
1538894.2
A-6
II. PROPOSAL FORMAT; SCORING
Upon receipt of a Proposal, each submittal will be reviewed for compliance with the Proposal
requirements by the Selection Committee. Proposals shall be organized and submitted in the
format as outlined below. Failure to conform to the designated format, standards and minimum
requirements shall result in a determination that the Proposal is non-responsive. Additionally,
the Selection Committee will evaluate and award points to each Proposal based upon the scoring
criteria as outlined in this document. Points listed below are the maximum number of points
possible for each criteria and not the minimum number that the Selection Committee may award.
Section 1: Organization/Local Office Technical Qualifications 10 pts
A. One page cover letter as described in Article I, Section 2.3 above.
B. State whether the Vendor’s firm is national, regional or local. Explain the legal
organization of the Vendor. Provide identification information of the Vendor. Include the legal
name, address, identification number and legal form of the Vendor (e.g., partnership,
corporation, joint venture, 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
the Vendor is a wholly owned subsidiary of another company, identify the parent company.
Provide the name, address and telephone number of the person to contact concerning the
Proposal.
C. State the address of the local office that will provide the Services to the Town.
D. INTENTIONALLY LEFT BLANK.
E. Indicate the number of people, by level, within the local office that will provide
the Services to the Town. Indicate which other projects this staff will be working on
concurrently. State your policy on notification of changes in key personnel. Also, indicate the
overall supervision to be exercised over the team by the Vendor’s management.
F. Provide a list of the local office’s current and prior City/Town Manager Search
clients indicating the type(s) of services performed and the number of years served for each.
Indicate your experience in performing the Services for entities that are similar in size and
complexity to the Town.
G. Identify any contract or subcontract held by the Vendor or officers of the Vendor
that have been terminated within the last five (5) years. Briefly describe the circumstances and
the outcome.
H. Identify any claims arising from a contract which resulted in litigation or
arbitration within the last five (5) years. Briefly describe the circumstances and the outcome.
I. Vendor Information Form (may be attached as separate appendix).
TOWN OF FOUNTAIN HILLS
SECTION A FINANCIAL DIVISION
1538894.2
A-7
Section 2: Individual Staff Technical Qualifications. 30 pts
A. Describe the experience in City/Town Manager searches of each senior and
higher level person assigned to provide the Services to the Town, including years on each job
and her/his position while on each assignment.
B. Describe the relevant educational background of each individual to be assigned to
provide the Services to the Town. Indicate whether each such person is registered or licensed in
Arizona.
C. Describe any specialized skills, training, or background by assigned individuals.
This may include participation in State or National professional organizations and speaker or
instructor roles in conferences or seminars.
D. Indicate the local office’s experience in providing additional services to
government clients by listing the name of each government entity, the type(s) of services
performed and the year(s) of engagement.
E. Provide a reference list of three current and/or former municipal clients that the
Town may contact regarding the offeror’s performance. The list shall include client name,
agency, address, email address and phone number as well as the date(s) of service.
Section 3: Approach 40 pts
Describe the Vendor’s technical approach to providing the Services to the Town as it relates to
the Scope of Work described in the Professional Services Agreement in Exhibit C, including
hardware and software that will be utilized on site. Describe your understanding of the work to
be performed and indicate time estimates for completion of the Services. (Samples may be
included in a separate appendix and will not be included in the page count.)
Section 4: Pricing 10 pts
While fees are not a primary evaluation criterion, Vendors should be prepared to present and
discuss pricing proposals for this type of engagement during the interview process. The Proposal
should contain all pricing information relative to performing the Services described in this RFP.
Vendor shall submit the same number of copies of the Fee Proposal as described in Article I,
Section 2.6 above in a separate, sealed envelope enclosed with the Vendor’s Proposal with the
signature of the representative of the Vendor who is authorized to make such an offer.
Section 5: Other Relevant Information 10 pts
Include any other information that may be helpful in evaluating your firm’s qualifications,
including peer reviews within the past three years and any disciplinary action received within the
past three years.
Total Possible Points for Proposal: 100
TOWN OF FOUNTAIN HILLS
SECTION A FINANCIAL DIVISION
1538894.2
A-8
III. VENDOR INFORMATION FORM
By submitting a Proposal, the submitting Vendor certifies that it has reviewed the administrative
information and draft of the Professional Services Agreement’s terms and conditions and, if
awarded the Agreement, agrees to be bound thereto.
VENDOR SUBMITTING PROPOSAL FEDERAL TAX ID NUMBER
PRINTED NAME AND TITLE AUTHORIZED SIGNATURE
ADDRESS TELEPHONE FAX #
CITY STATE ZIP DATE
WEB SITE: EMAIL ADDRESS:
SMALL, MINORITY, DISADVANTAGED AND WOMEN-OWNED BUSINESS
ENTERPRISES (check appropriate item(s):
Small Business Enterprise (SBE)
Minority Business Enterprise (MBE)
Disadvantaged Business Enterprise (DBE)
Women-Owned Business Enterprise (WBE)
Has the Vendor been certified by any jurisdiction in Arizona as a minority or woman-owned
business enterprise?
If yes, please provide details and documentation of the certification.
TOWN OF FOUNTAIN HILLS
SECTION B FINANCIAL DIVISION
1538894.2
B-1
SAMPLE PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made as of
, 2011, between the Town of Fountain Hills, an Arizona municipal corporation
(the “Town”) and , a(n)
(the “Contractor”).
RECITALS
A. The Town issued a Request for Proposals entitled “Request for Proposals for
Town Manager Search Services” (the “RFP”), attached hereto as Exhibit A and incorporated
herein by reference, seeking proposals from vendors for Town Manager search services.
B. The Contractor submitted a proposal in response to the RFP (the “Proposal”),
attached hereto as Exhibit B and incorporated herein by reference, and the Town desires to enter
into an Agreement with the Contractor to provide Town Manager search services (the
“Services”).
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing 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. This Agreement shall be effective as of the date first set
forth above and shall remain in full force and effect until December 1, 2011 (the “Term”).
2. Scope of Work. Contractor shall provide the Services as set forth in the Scope of
Work, attached hereto as Exhibit C and incorporated herein by reference.
3. Compensation. The Town shall pay Contractor an amount not to exceed $ .00
for the Services at the rates as set forth in the Fee Proposal, attached hereto as a part of Exhibit
C.
4. Payments. The Town shall pay the Contractor 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. The invoice statement shall include a
record of time expended and work performed in sufficient detail to justify payment.
5. Documents. All documents prepared and submitted to the Town pursuant to this
Agreement shall be the property of the Town.
TOWN OF FOUNTAIN HILLS
SECTION B FINANCIAL DIVISION
1538894.2
B-2
6. Contractor Personnel. Contractor shall provide adequate, experienced personnel,
capable of and devoted to the successful completion of the Services to be performed under this
Agreement. Contractor agrees to assign specific individuals to key positions. Contractor 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, Contractor
shall immediately notify the Town of same and shall, subject to the concurrence of the Town,
replace such personnel with personnel of substantially equal ability and qualifications.
7. Inspection; Acceptance. INTENTIONALLY LEFT BLANK.
8. Licenses; Materials. Contractor shall maintain in current status all federal, state
and local licenses and permits required for the operation of the business conducted by the
Contractor. The Town has no obligation to provide Contractor, its employees or subcontractors
any business registrations or licenses required to perform the specific services set forth in this
Agreement. The Town has no obligation to provide tools, equipment or material to Contractor.
9. Performance Warranty. Contractor warrants that the Services rendered will
conform to the requirements of this Agreement and to the highest professional standards in the
field.
10. Indemnification. To the fullest extent permitted by law, the Contractor shall
indemnify, defend and hold harmless the Town and each council member, officer, employee or
agent thereof (the Town and any such person being herein called an “Indemnified Party”), for,
from and against any and all losses, claims, damages, liabilities, costs and expenses (including,
but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings)
to which any such Indemnified Party may become subject, under any theory of liability
whatsoever (“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out
of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or
omissions, in connection with the work or services of the Contractor, its officers, employees,
agents, or any tier of subcontractor in the performance of this 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 Contractor, Contractor shall purchase and maintain, at its own expense, hereinafter
stipulated minimum insurance with insurance companies duly licensed by the State of Arizona
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.
TOWN OF FOUNTAIN HILLS
SECTION B FINANCIAL DIVISION
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B. No Representation of Coverage Adequacy. By requiring insurance
herein, the Town does not represent that coverage and limits will be adequate to protect
Contractor. The Town reserves the right to review any and all of the insurance policies and/or
endorsements cited in this 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 Contractor from, nor be construed or
deemed a waiver of, its obligation to maintain the required insurance at all times during the
performance of this Agreement.
C. Additional Insured. All insurance coverage and self-insured
retention or deductible portions, 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. Contractor’s insurance shall be primary
insurance with respect to performance of this Agreement and in the protection of the Town as an
Additional Insured.
F. Waiver. All policies, except for Professional Liability, including
Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation)
against the Town, its agents, representatives, officials, officers and employees for any claims
arising out of the work or services of Contractor. Contractor shall arrange to have such
subrogation waivers incorporated into each policy via formal written endorsement thereto.
G. Policy Deductibles and/or Self-Insured Retentions. The policies
set forth in these requirements may provide coverage that contains deductibles or self-insured
retention amounts. Such deductibles or self-insured retention shall not be applicable with respect
to the policy limits provided to the Town. Contractor shall be solely responsible for any such
deductible or self-insured retention amount.
H. Use of Subcontractors. If any work under this Agreement is
subcontracted in any way, Contractor 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 Contractor. Contractor shall be responsible for executing
any agreements with its subcontractors and obtaining certificates of insurance verifying the
insurance requirements.
TOWN OF FOUNTAIN HILLS
SECTION B FINANCIAL DIVISION
1538894.2
B-4
I. Evidence of Insurance. Prior to commencing any work or services
under this Agreement, Contractor will provide the Town with suitable evidence of insurance in
the form of certificates of insurance and a copy of the declaration page(s) of the insurance
policies as required by this Agreement, issued by Contractor’s insurance insurer(s) as evidence
that policies are placed with acceptable insurers as specified herein and provide the required
coverages, conditions and limits of coverage specified in this 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. In the event any insurance
policy required by this Agreement is written on a “claims made” basis, coverage shall extend for
two years past completion of the Services and the Town’s acceptance of the Contractor’s work or
services and as evidenced by annual certificates of insurance. If any of the policies required by
this Agreement expire during the life of this Agreement, it shall be Contractor’s responsibility to
forward renewal certificates and declaration page(s) to the Town 30 days prior to the expiration
date. All certificates of insurance and declarations required by this Agreement shall be identified
by referencing the RFP number and title or this Agreement. Additionally, certificates of
insurance and declaration page(s) of the insurance policies submitted without referencing the
appropriate RFP number and title or 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) Contractor’s insurance shall be primary insurance as
respects performance of the 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 Contractor under this Agreement.
(4) A 30-day advance notice cancellation provision. If
ACORD certificate of insurance form is used, the phrases in the cancellation provision
TOWN OF FOUNTAIN HILLS
SECTION B FINANCIAL DIVISION
1538894.2
B-5
“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. Contractor shall maintain
“occurrence” form Commercial General Liability insurance with an unimpaired limit of not less
than $1,000,000 for each occurrence, $1,000,000 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. Contractor shall maintain Business Automobile
Liability insurance with a limit of $1,000,000 each occurrence on Contractor’s owned, hired and
non-owned vehicles assigned to or used in the performance of the Contractor’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 Contractor engages in any professional services or work
adjunct or residual to performing the work under this Agreement, the Contractor shall maintain
Professional Liability insurance covering negligent errors and omissions arising out of the
Services performed by the Contractor, or anyone employed by the Contractor, or anyone for
whose negligent acts, mistakes, errors and omissions the Contractor is legally liable, with an
unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate.
In the event the Professional Liability insurance policy is written on a “claims made” basis,
coverage shall extend for two years past completion and acceptance of the Services, and the
Contractor shall be required to submit certificates of insurance and a copy of the declaration
page(s) of the insurance policies evidencing proper coverage is in effect as required above.
TOWN OF FOUNTAIN HILLS
SECTION B FINANCIAL DIVISION
1538894.2
B-6
D. Workers’ Compensation Insurance. Contractor shall maintain
Workers’ Compensation insurance to cover obligations imposed by federal and state statutes
having jurisdiction over Contractor’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 materially change without 30 days’ prior written notice to the Town.
12. Applicable Law; Venue. In the performance of this Agreement, Contractor shall
abide by and conform to any and all laws of the United States, State of Arizona and Town of
Fountain Hills, including but not limited to, federal and state executive orders providing for
equal employment and procurement opportunities, the Federal Occupational Safety and Health
Act and any other federal or state laws applicable to this Agreement. 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.
13. Termination; Cancellation.
13.1 For Town’s Convenience. This Agreement is for the convenience of the
Town and, as such, may be terminated without cause after receipt by Contractor of written notice
by the Town. Upon termination for convenience, Contractor shall be paid for all undisputed
services performed to the termination date.
13.2 For Cause. This Agreement may be terminated by either party upon 30
days’ written notice should the other party fail to substantially perform in accordance with this
Agreement’s terms, through no fault of the party initiating the termination. In the event of such
termination for cause, payment shall be made by the Town to the Contractor for the undisputed
portion of its fee due as of the termination date.
13.3 Due to Work Stoppage. This Agreement may be terminated by the Town
upon 30 days’ written notice to Contractor in the event that the Services are permanently
abandoned. In the event of such termination due to work stoppage, payment shall be made by
the Town to the Contractor for the undisputed portion of its fee due as of the termination date.
13.4 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 the Agreement or any extension
of the Agreement is in effect, an employee of any other party to the Agreement in any capacity
or a consultant to any other party of the Agreement with respect to the subject matter of the
Agreement.
TOWN OF FOUNTAIN HILLS
SECTION B FINANCIAL DIVISION
1538894.2
B-7
13.5 Gratuities. The Town may, by written notice to the Contractor, 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 Contractor or any
agent or representative of the Contractor to any officer, agent or employee of the Town for the
purpose of securing this Agreement. In the event this Agreement is cancelled by the Town
pursuant to this provision, the Town shall be entitled, in addition to any other rights and
remedies, to recover or withhold from the Contractor an amount equal to 150% of the gratuity.
13.6 Agreement Subject to Appropriation. 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 Contractor fully informed as to the availability of funds for the 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 Contractor
shall relieved of any subsequent obligation under this Agreement.
14. Miscellaneous.
14.1 Independent Contractor. The Contractor 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. Contractor, its employees and subcontractors are not entitled
to workers’ compensation benefits from the Town. The Town does not have the authority to
supervise or control the actual work of Contractor, its employees or subcontractors. The
Contractor, and not the Town, shall determine the time of its performance of the services
provided under this Agreement so long as Contractor meets the requirements of its agreed Scope
of Work as set forth in Section 2 above. Contractor is neither prohibited from entering into other
contracts nor prohibited from practicing its profession elsewhere. Town and Contractor do not
intend to nor will they combine business operations under this Agreement.
14.2 Laws and Regulations. The Contractor 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 Contractor is responsible remains in compliance with all rules, regulations,
ordinances, statutes or laws affecting the Services, including 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.
14.3 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 Contractor.
14.4 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
TOWN OF FOUNTAIN HILLS
SECTION B FINANCIAL DIVISION
1538894.2
B-8
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.
14.5 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 the Agreement which may remain in effect without
the invalid provision or application.
14.6 Relationship of the Parties. It is clearly understood that each party will act
in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of
the other. An employee or agent of one party shall not be deemed or construed to be the
employee or agent of the other for any purpose whatsoever. The Contractor is advised that taxes
or Social Security payments will not be withheld from any Town payments issued hereunder and
Contractor agrees to be fully and solely responsible for the payment of such taxes or any other
tax applicable to this Agreement.
14.7 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
the 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.
14.8 Assignment. No right or interest in this Agreement shall be assigned by
Contractor without prior, written permission of the Town signed by the Town Manager and no
delegation of any duty of Contractor shall be made without prior, written permission of the Town
signed by the Town Manager. Any attempted assignment or delegation by Contractor in
violation of this provision shall be a breach of this Agreement by Contractor.
14.9 Subcontracts. No subcontract shall be entered into by the Contractor with
any other party to furnish any of the material or services specified herein without the prior
written approval of the Town. The Contractor is responsible for performance under this
Agreement whether or not subcontractors are used.
14.10 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 Contractor from any
TOWN OF FOUNTAIN HILLS
SECTION B FINANCIAL DIVISION
1538894.2
B-9
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.
14.11 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.
14.12 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.
14.13 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 Contractor any amounts Contractor
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 Contractor any amounts Contractor owes to the Town for delinquent fees,
transaction privilege taxes and property taxes, including any interest or penalties.
14.14 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, (C) given to
a recognized and reputable overnight delivery service, to the address set forth below or (D)
delivered by facsimile transmission to the number set forth below:
If to the Town: Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Facsimile: (480) 837-3145
Attn: Town Manager
With copy to: GUST ROSENFELD, P.L.C.
201 East Washington Street, Suite 800
Phoenix, Arizona 85004-2327
Facsimile: (602) 340-1538
Attn: Andrew J. McGuire, Esq.
TOWN OF FOUNTAIN HILLS
SECTION B FINANCIAL DIVISION
1538894.2
B-10
If to Contractor:
Facsimile:
Attn:
or at such other address, and to the attention of such other person or officer, as any party may
designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed
received (A) when delivered to the party, (B) three business days after being placed in the U.S.
Mail, properly addressed, with sufficient postage, (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, or
(D) when received by facsimile transmission during the normal business hours of the recipient.
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.
14.15 Confidentiality of Records. The Contractor shall establish and maintain
procedures and controls that are acceptable to the Town for the purpose of ensuring that
information contained in its records or obtained from the Town or from others in carrying out its
obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or
employees, except as required to perform Contractor’s duties under this Agreement. Persons
requesting such information should be referred to the Town. Contractor also agrees that any
information pertaining to individual persons shall not be divulged other than to employees or
officers of Contractor as needed for the performance of duties under this Agreement.
14.16 Records and Audit Rights. Contractor’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 Contractor and its
subcontractors’ employees who perform any work or Services pursuant to this Agreement to
ensure that the Contractor and its subcontractors are complying with the warranty under
subsection 14.17 below (all 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 Contractor’s and its subcontractors’ actual costs (including direct
and indirect costs and overhead allocations) incurred, or units expended directly in the
performance of work under this Agreement and (B) evaluation of the Contractor’s and its
subcontractors’ compliance with the Arizona employer sanctions laws referenced in subsection
14.17 below. To the extent necessary for the Town to audit Records as set forth in this
subsection, Contractor and its subcontractors hereby waive any rights to keep such Records
confidential. For the purpose of evaluating or verifying such actual or claimed costs or units
expended, the Town shall have access to said Records, even if located at its subcontractors’
facilities, from the effective date of this Agreement for the duration of the work and until three
years after the date of final payment by the Town to Contractor pursuant to this Agreement.
TOWN OF FOUNTAIN HILLS
SECTION B FINANCIAL DIVISION
1538894.2
B-11
Contractor and its subcontractors shall provide the Town with adequate and appropriate
workspace so that the Town can conduct audits in compliance with the provisions of this
subsection. The Town shall give Contractor or its subcontractors reasonable advance notice of
intended audits. Contractor shall require its subcontractors to comply with the provisions of this
subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement.
14.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT.
§ 41-4401, the Contractor and its subcontractors warrant compliance with all federal immigration
laws and regulations that relate to their employees and compliance with the E-verify
requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractor’s 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.
14.18 Scrutinized Business Operations. Pursuant to ARIZ. REV. STAT. §§ 35-
391.06 and 35-393.06, the Contractor certifies that it does not have scrutinized business
operations in Sudan or Iran. For the purpose of this subsection the term “scrutinized business
operations” shall have the meanings set forth in ARIZ. REV. STAT. § 35-391 or 35-393, as
applicable. If the Town determines that the Contractor submitted a false certification, the Town
may impose remedies as provided by law including terminating this Agreement pursuant to
subsection 13.2 above.
14.19 Conflicting Terms. In the event of any inconsistency, conflict or
ambiguity among the terms of the Agreement, the Scope of Work, the RFP and the Contractor’s
Proposal, the documents shall govern in the order listed herein.
14.20 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.
IN WITNESS WHEREOF, the parties hereto have executed this instrument as of the date
and year first set forth above.
“Town” “Contractor”
TOWN OF FOUNTAIN HILLS, an Arizona ,
municipal corporation a(n)
By:
Richard L. Davis, Town Manager
ATTEST: Name:
Its:
Bevelyn J. Bender, Town Clerk
TOWN OF FOUNTAIN HILLS
SECTION B FINANCIAL DIVISION
1538894.2
B-12
(ACKNOWLEDGEMENTS)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
This instrument was acknowledged before me on , 2011,
by Richard L. Davis, the Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona
municipal corporation, on behalf of the Town of Fountain Hills.
Notary Public in and for the State of Arizona
My Commission Expires:
STATE OF )
) ss.
COUNTY OF )
This instrument was acknowledged before me on , 2011,
by as of
, a(n) , on behalf of the corporation.
Notary Public in and for the State of
My Commission Expires:
1538894.2
EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
[RFP]
See following pages.
1538894.2
EXHIBIT B
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
[Contractor’s Proposal]
See following pages.
1538894.2
EXHIBIT C
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
[Scope of Work and Fee Proposal]
See following pages.
1538894.2
C-1
SCOPE OF WORK
This Scope of Work is intended to set forth the absolute minimum of topic areas that must be
covered in the Scope of Work and Fee Proposal prepared by the Contractor. The Contractor’s
Scope of Work and Fee Proposal shall be substituted for this page upon acceptance by the Town.
• Meet with Town Council to: (i) establish the personal and professional qualities required
for this position; (ii) identify the future direction for the Town; (iii) identify the specific
challenges existing in Fountain Hills and the working style and organizational climate the
Town Council wishes to establish with the Town Manager; (iv) receive input prior to
developing candidate profile; (v) agree on schedule and ad sources; and (vi) develop a list
of issues and priorities that will need to be addressed by the successful applicant.
• Develop candidate profile/Develop advertising campaign.
• Place ads in agreed upon trade journals and other appropriate sources.
• Cause brochure/job announcement to be printed and distributed.
• Receive all resumes and acknowledge receipt thereof.
• Respond to inquiries from applicants and potential applicants.
• Keep Town posted on recruitment progress.
• Conduct aggressive outreach by initiating contact with potential applicants (including
those currently employed by other municipalities) and with referral sources.
• Conduct preliminary screening interview.
• Meet with Town to discuss the report and the results of the screening interviews in order
to allow Town to narrow the list to an appropriate number to interview as finalists.
• Extend invitations to finalists for final interviews and send them a confirming letter along
with useful background information about Fountain Hills.
• Create and implement an assessment center style interview process with both public and
private components, including a problem-solving exercise.
• Conduct reference checks on top candidates.
• Facilitate final interviews and background checks.
• Prepare evaluation materials to be used by panelists during final interviews.
• Be present on the days of the interviews to orient panels, greet candidates and coordinate
activities, including facilitation of panel deliberations.