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HomeMy WebLinkAbout12-21-06 packet Town of Fountain Hills Town Council Agenda Action Form Meeting Type: Regular Meeting Meeting Date: December 21, 2006 Submitting Department: Administration Contact Person: Bender Consent: Regular: Requesting Action: Report Only: Type of Document Needing Approval (Check all that apply): Public Hearing Resolution Ordinance Agreement Emergency Clause Special Event Permit Special Consideration Intergovernmental Agreement Acceptance Grant Submission Liquor/Bingo License Application Plat Special Event Permit Special/Temp Use Permit Other: Draft Meeting Minutes Council Priority (Check Appropriate Areas): Education Public Fitness Library Services Public Safety Community Activities Economic Development Public Works Human Service Needs Parks & Recreation Town Elections Community Development Regular Agenda Wording: CONSIDERATION of approving the TOWN COUNCIL MEETING MINUTES from December 7, 2006. Staff Recommendation: Approve Fiscal Impact: No $ Purpose of Item and Background Information: Approve the council meeting minutes for archival purposes. List All Attachments as Follows: None Type(s) of Presentation: None Signatures of Submitting Staff: ____________________________ _____________________________________ Town Clerk (or Acting Town Clerk) Budget Review (if item not budgeted or exceeds budget amount) ____________________________ Town Manager / Designee Town of Fountain Hills Town Council Agenda Action Form Meeting Type: Regular Meeting Meeting Date: December 21, 2006 Submitting Department: Administration Contact Person: Bender Consent: Regular: Requesting Action: Report Only: Type of Document Needing Approval (Check all that apply): Public Hearing Resolution Ordinance Agreement Emergency Clause Special Event Permit Special Consideration Intergovernmental Agreement Acceptance Grant Submission Liquor/Bingo License Application Plat Special Event Permit Special/Temp Use Permit Other: Council Priority (Check Appropriate Areas): Education Public Fitness Library Services Public Safety Community Activities Economic Development Public Works Human Service Needs Parks & Recreation Town Elections Community Development Regular Agenda Wording: CONSIDERATION of approving a LIQUOR LICENSE APPLICATION for Young M. Kang (Katana Sushi & Grill) located at 16425 E. Palisades Blvd., #103, Fountain Hills, AZ. This request is for a series #12 license. Staff Recommendation: Approve Fiscal Impact: No $ Purpose of Item and Background Information: The various departmental recommendations have been provided for the council’s review. There were no issues; therefore, staff’s unanimous recommendation is for the Council to recommend approval of this liquor license application to the Arizona Department of Liquor. List All Attachments as Follows: Application front page, staff departmental recommendations, memo from law enforcement. Type(s) of Presentation: None. Signatures of Submitting Staff: ____________________________ _____________________________________ Town Clerk (or Acting Town Clerk) Budget Review (if item not budgeted or exceeds budget amount) ____________________________ Town Manager / Designee Town of Fountain Hills Town Council Agenda Action Form Meeting Type: Regular Meeting Meeting Date: August 17, 2006 Submitting Department: Administration Contact Person: Bender Consent: Regular: Requesting Action: Report Only: Type of Document Needing Approval (Check all that apply): Public Hearing Resolution Ordinance Agreement Emergency Clause Special Event Permit Special Consideration Intergovernmental Agreement Acceptance Grant Submission Liquor/Bingo License Application Plat Special Event Permit Special/Temp Use Permit Other: Council Priority (Check Appropriate Areas): Education Public Fitness Library Services Public Safety Community Activities Economic Development Public Works Human Service Needs Parks & Recreation Town Elections Community Development Regular Agenda Wording: CONSIDERATION of approving a LIQUOR LICENSE APPLICATION for Lori Dale Scott (Mashtah’s, L.L.C./Montra Cafe) located at 16726 E. El Lago Blvd., Fountain Hills, AZ. This request is for a series #12 license. Staff Recommendation: Approve Fiscal Impact: No $ Purpose of Item and Background Information: The various departmental recommendations have been provided for the council’s review. There were no issues with the application; therefore, staff’s unanimous recommendation is for the Council to recommend approval of this liquor license application to the Arizona Department of Liquor. List All Attachments as Follows: Application front page, staff departmental recommendations, memo from law enforcement. Type(s) of Presentation: None. Signatures of Submitting Staff: ____________________________ _____________________________________ Town Clerk (or Acting Town Clerk) Budget Review (if item not budgeted or exceeds budget amount) ____________________________ Town Manager / Designee Town of Fountain Hills Town Council Agenda Action Form Meeting Type: Regular Meeting Meeting Date: December 21, 2006 Submitting Department: Public Works Contact Person: Gene Slechta, Planner Consent: Regular: Requesting Action: Report Only: Type of Document Needing Approval (Check all that apply): Public Hearing Resolution Ordinance Agreement Emergency Clause Special Event Permit Special Consideration Intergovernmental Agreement Acceptance Grant Submission Liquor/Bingo License Application Plat Special Event Permit Special/Temp Use Permit Other: Council Priority (Check Appropriate Areas): Education Public Fitness Library Services Public Safety Community Activities Economic Development Public Works Human Service Needs Parks & Recreation Town Elections Community Development Finance Regular Agenda Wording: Consider the Preliminary and Final Plat for the “Castiglia-Kearns Duplex II Condominiums”, a 2-unit condominium complex. Staff Recommendation: Approve Fiscal Impact: No $ Purpose of Item and Background Information: This agenda item is for a Preliminary and Final Plat for a Declaration of Condominium. On November 30, 2006, the Planning and Zoning Commission recommended approval of S2006-26, Preliminary Plat, "Castiglia-Kearns Duplex II Condominiums”. Please see the attached staff report for additional details. List All Attachments as Follows: Staff Report, Case Map, Plat Application, Plat Reductions. Type(s) of Presentation: None Signatures of Submitting Staff: ____________________________ _____________________________________ Thomas Ward Budget Review Director of Public Works (if item not budgeted or exceeds budget amount) ____________________________ Planner ____________________________ Town Manager / Designee TOWN OF FOUNTAIN HILLS MAYOR AND TOWN COUNCIL STAFF REPORT TO: The Honorable Mayor and Town Council MTG DT: December 21, 2006 FR: Gene Slechta, Planner THR: Richard Turner, AICP Planning and Zoning Administrator RE: S2006-26; “Castiglia-Kearns Duplex II Condominiums” LOCATION: 12028 N. Chama Drive, aka Final Plat 206, Block 8, Lot 12. REQUEST: Consider the Preliminary and Final Plat for the “Castiglia-Kearns Duplex II Condominiums”, a 2-unit condominium complex.” DESCRIPTION: APPLICANT: Anthony Castiglia and James Kearns OWNERS: Anthony Castiglia and James Kearns EXISTING ZONING: “R-2” EXISTING CONDITION: Under construction LOT SIZE: 12,757 square feet (0.2929 acres) SURROUNDING LAND USES AND ZONING: NORTH: Single family; zoned “R-2” SOUTH: Colony Wash; zoned “R-2” WEST: Town Parcel C; Vacant; zoned “R-2” EAST: Colony Wash Condominiums; zoned “R-2” SUMMARY: This request is for Preliminary and Final Plat approval for “Castiglia-Kearns Duplex II Condominiums”, a new 2-unit residential complex located on Chama Drive, between Fountain Hills Boulevard and Monaco Drive. The Condominium process subdivides cubic airspace, and is not a land sell project. Due to the simplicity of this request, a "fast track" process is being allowed. The owners, Anthony Castiglia and James Kearns, have chosen to convert a 2-unit residential development and record a Declaration of Condominium to sell the units individually. Both units, A & B, contain 2352 square feet of livable area and a garage. Each unit also has entry and patio limited common elements. All of the square footage is intended for residential use. The overall use meets the intention of the underlying requirements of the R-2 zoning district. Consistent with Goal 4, Objective 4.3, of the town’s 2006-2007 action plan for implementing the Strategic Plan, staff will provide information on population change when reviewing land use applications. In this case, there will be a change in population since the building is new. The estimated population for the project is 5. The Planning and Zoning Commission recommended approval of S2006-26 on November 30, 2006. RECOMMENDATION: Staff recommends approval of the Preliminary and Final Plat S2006-26, for “Castiglia-Kearns Duplex II Condominiums.” Attachments: 1. Case Map 2. Application 3. Plat Reductions CASE MAP Chama Drive Fountain Hills Boulevard Monaco Drive Colony Wash Site Town of Fountain Hills Town Council Agenda Action Form Meeting Type: Regular Meeting Meeting Date: December 21, 2006 Submitting Department: Public Works Contact Person: Gene Slechta, Planner Consent: Regular: Requesting Action: Report Only: Type of Document Needing Approval (Check all that apply): Public Hearing Resolution Ordinance Agreement Emergency Clause Special Event Permit Special Consideration Intergovernmental Agreement Acceptance Grant Submission Liquor/Bingo License Application Plat Special Event Permit Special/Temp Use Permit Other: Council Priority (Check Appropriate Areas): Education Public Fitness Library Services Public Safety Community Activities Economic Development Public Works Human Service Needs Parks & Recreation Town Elections Community Development Finance Regular Agenda Wording: CONSIDERATION of reaffirming the approval of a PRELIMINARY AND FINAL PLAT for the “Saguaro Suites Condominiums,” an eight-unit condominium project and lot join located at 11652 Saguaro Boulevard, aka Plat 201, Block 5, lots 2 and 3. Case # S2005-19. Staff Recommendation: Approve Fiscal Impact: No $ Purpose of Item and Background Information: This is a reaffirmation of a previously approved Preliminary and Final plat. More than 30 days have lapsed since the approval by the town council on September 21, 2006. Subdivision Ordinance Section 2.06.G requires that the town receive final signed documents within 30 days of council approval. The applicant has made a few minor corrections to the plat as well. List All Attachments as Follows: Staff Report, Application, Case Map, Reductions Type(s) of Presentation: None Signatures of Submitting Staff: ____________________________ _____________________________________ Thomas Ward Budget Review Director of Public Works (if item not budgeted or exceeds budget amount) ____________________________ Planner ____________________________ Town Manager / Designee TOWN OF FOUNTAIN HILLS MAYOR AND TOWN COUNCIL STAFF REPORT To: The Honorable Mayor and Town Council Date: December 21, 2006 From: Gene Slechta, Planner THR: Richard Turner, AICP, Planning & Zoning Administrator RE: Case # S2005-19; Preliminary and Final Plat, “Saguaro Suites Condominiums” LOCATION: 11652 Saguaro Boulevard, Plat 201, Block 5, Lot 2 and 3. REQUEST: Consider the reaffirmation of Preliminary and Final Plat, “Saguaro Suites Condominiums”, an 8-unit multi-family residential complex. DESCRIPTION: OWNER: Kim Easton, E-Built Contracting APPLICANT: Preston Stapley EXISTING ZONING: R-3 EXISTING CONDITION: Vacant LOT SIZE: 0.7424 Acres (32,339 sf) SURROUNDING LAND USES AND ZONING: NORTHWEST: Multi-Family Development; Zoned “R-3” SOUTHEAST: Tierra Del Sol Condominiums; Zoned “R-3” NORTHEAST: Undeveloped Commercial; Zoned “C-1” SOUTHWEST: Pacific Southwest VIII Condominiums; Zoned “R-2” SUMMARY: This request is for approval of the Preliminary and Final Plat for “Saguaro Suites Condominiums”, a Declaration of Condominium which subdivides cubic airspace and is not a land sell project. This is a new multi-family development over two lots. This is a reaffirmation of a previously approved Preliminary and Final plat. More than 30 days have lapsed since the approval by the Town Council on September 21, 2006. Subdivision Ordinance Section 2.06.G requires that the town receive final signed documents within 30 days of council approval. The applicant has made a few minor corrections to the plat as well. The owner has applied to convert an eight-unit residential complex and record a Declaration of Condominium in order to sell the units individually. Each unit will be 1407 square feet and have a designated one-car garage with potential to park 2 cars in the garage in a tandem arrangement as well as an uncovered parking space. The project includes 11,256 square feet of building area over 2 lots totaling 32,339 square feet. All of the square footage is intended for residential use. The overall use meets the intention of the underlying requirements of the R-3 zoning district. Consistent with Goal 4, Objective 4.3, of the town’s 2006-2007 action plan for implementing the Strategic Plan, staff will provide information on population change when reviewing land use applications. In this case, there will be a change in population since the building is new. The estimated population for the project is 18. The Planning & Zoning Commission approved S2005-19 on September 14, 2006. RECOMMENDATION: Staff recommends reaffirming the approval of S2005-19, the preliminary and final plat titled “Saguaro Suites Condominiums”. CASE MAP SALIDA DRIVE BONDDRIVESALIDA DRIVE SAGUARO RAN D D RI V E ROADALLEY BOU L E V ARD Site Town of Fountain Hills Town Council Agenda Action Form Meeting Type: Regular Meeting Meeting Date: December 21, 2006 Submitting Department: Public Works Contact Person: Gene Slechta, Planner Consent: Regular: Requesting Action: Report Only: Type of Document Needing Approval (Check all that apply): Public Hearing Resolution Ordinance Agreement Emergency Clause Special Event Permit Special Consideration Intergovernmental Agreement Acceptance Grant Submission Liquor/Bingo License Application Plat Special Event Permit Special/Temp Use Permit Other: Council Priority (Check Appropriate Areas): Education Public Fitness Library Services Public Safety Community Activities Economic Development Public Works Human Service Needs Parks & Recreation Town Elections Community Development Finance Regular Agenda Wording: Consider the Preliminary and Final Plat for “Sandman Two”, a 2-unit condominium complex. Staff Recommendation: Approve Fiscal Impact: No $ Purpose of Item and Background Information: This agenda item is for a Preliminary and Final Plat for a Declaration of Condominium. On November 30, 2006, the Planning and Zoning Commission recommended approval of S2006-27, Preliminary Plat, "Sandman Two”. Please see the attached staff report for additional details.. List All Attachments as Follows: Staff Report, Case Map, Plat Application, Plat Reduction. Type(s) of Presentation: None Signatures of Submitting Staff: ____________________________ _____________________________________ Thomas Ward Budget Review Director of Public Works (if item not budgeted or exceeds budget amount) ____________________________ Planner ____________________________ Town Manager / Designee TOWN OF FOUNTAIN HILLS MAYOR AND TOWN COUNCIL STAFF REPORT TO: The Honorable Mayor and Town Council MTG DT: December 21, 2006 FR: Gene Slechta, Planner THR: Richard Turner, AICP Planning and Zoning Administrator RE: S2006-27; “Sandman Two” LOCATION: 14463 N. Ibsen Drive, aka Final Plat 104, Block 14, Lot 10. REQUEST: Consider the Preliminary and Final Plat for “Sandman Two”, a 2-unit condominium complex.” DESCRIPTION: APPLICANT: Daniel M. Sandoval OWNERS: Daniel and Frances Sandoval EXISTING ZONING: “R-2” EXISTING CONDITION: Built LOT SIZE: 10,144 square feet (0.2329 acres) SURROUNDING LAND USES AND ZONING: NORTHEAST: Single family; zoned “R-2” SOUTHEAST: Single family; zoned “R-2” EAST: Duplex; zoned “R-2” SOUTH: Duplex; zoned “R-2” NORTHWEST: Twin Peaks Condominiums; zoned “R-2” WEST: Mirage Condominiums 27; zoned “R-2” SUMMARY: This request is for Preliminary and Final Plat approval for, “Sandman Two”, an existing 2-unit residential complex located on the corner of Ibsen and Sherwood Drives. The Condominium process subdivides cubic airspace, and is not a land sell project. Due to the simplicity of this request, a "fast track" process is being allowed. The owners, Daniel and Frances Sandoval, have chosen to convert a 2-unit residential development and record a Declaration of Condominium to sell the units individually. Unit A contains 1400 square feet of area and Unit B contains 2332 square feet of area. Each unit also has limited common elements. The building was constructed in 1981 under county ordinances. There are several non-conforming items according to current town ordinances. They are: • Rear setback is less than the town’s 25 foot requirement for R-2 zoning per Section 11.10 of the Town of Fountain Hills Zoning Ordinance • Street side setback is less than the town’s 20 foot requirement for R-2 zoning per Section 11.10 of the Town of Fountain Hills Zoning Ordinance • The small accessory building (shed) is less than 3 feet from the interior lot line and less than 6 feet from the main structure, both violations per Section 5.06.G of the Town of Fountain Hills Zoning ordinance • Off-Street parking is less than the town’s 2 spots per dwelling per Section 7.04.G.1.a of the Town of Fountain Hills Zoning ordinance • The driveway’s width is greater than the town’s 24 foot maximum in the public right-of-way per Section 7.03.A.3 of the Town of Fountain Hills Zoning ordinance • Walls exceed the town’s 3 foot six inch maximum within the street side setback per Section 5.09.A.1 of the Town of Fountain Hills Zoning ordinance In addition, walls cross a 10 foot P.U.E & D.E. in the rear of the property. The utilities typically require removable sections for walls crossing the easement. All of the square footage is intended for residential use. The overall use meets the intention of the underlying requirements of the R-2 zoning district. Consistent with Goal 4, Objective 4.3, of the town’s 2006-2007 action plan for implementing the Strategic Plan, staff will provide information on population change when reviewing land use applications. In this case, there will not be a change in population since the building is existing and is occupied. The estimated population for the project is 5. The Planning and Zoning Commission recommended approval of S2006-27 on November 30, 2006. RECOMMENDATION: Staff recommends approval of the Preliminary and Final Plat S2006-27, for “Sandman Two”. Attachments: 1. Case Map 2. Plat Application 3. Plat Reduction CASE MAP SHERWOODDRIVEIBSE N DRIVE RIVEO U L E V A R D Saguaro Boulevard Site R E Q U E S T F O R Q U A L I F I C A T I O N S TO PROMOTE TOURISM IN THE TOWN OF FOUNTAIN HILLS I. INTRODUCTION The Town of Fountain Hills (the “Town”) is issuing this request for qualifications (the “RFQ”) to solicit submittals from qualified individuals, non-profit organizations, firms or consultant teams (the “Firm”) to promote tourism in the Town of Fountain Hills. Copies of this RFQ can be obtained at Town Hall, located at 16705 East Avenue of the Fountains, Fountain Hills, Arizona, or online at www.fh.az.gov. The preferred Firm would be a destination marketing organization (“DMO”) which would meet the State of Arizona definition of a DMO that is qualified to participate in the state’s tourism grants programs. A DMO is defined by the State of Arizona Office of Tourism (“AOT”) as the primary governmentally designated unit responsible for the promotion/marketing of a destination (city, town or other political subdivision) on a year-round basis. AOT grant funding is limited to DMOs which have been in existence for at least one (1) year and have a marketing budget of at least $100,000, exclusive of administrative costs and exclusive of grant funds received from the state. After reviewing the materials submitted pursuant to this RFQ, the Town may invite the most qualified applicant(s) to interview with members of the Town Staff, and the Town will select an applicant based upon the RFQ material and interview results, if any. The Town reserves the right to (i) make an award that is most advantageous to the Town based upon service, price, materials or other evaluation factors as set forth herein, (ii) waive any informalities in the proposal or (iii) reject all proposals. The selected Firm 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 RFQ. If an agreement cannot be reached with the most-qualified offeror, the Town may enter into negotiations with the next most qualified offeror. II. BACKGROUND The Town is situated in the northeast quadrant of Maricopa County, thirty miles northeast of central Phoenix. The Town’s spectacular hillside location in the upper Sonoran Desert on the eastern slope of the McDowell Mountains provides the community with its famous mountain vistas and rich natural desert vegetation. Currently, the Town has an estimated population of 25,000. As with many communities in Maricopa County, the Town experiences seasonal fluctuations in populations due to the number of part-time residents. 697126.3 - 1 - III. SCOPE OF SERVICES The Town desires to procure the services of a qualified Firm effective, July 1, 2007, to promote tourism in the Town of Fountain Hills. Responsibilities shall include, but not be limited to, the following: 1. Provide a Tourism Director; 2. Publish a minimum of 40,000 visitor guides annually; 3. Contract with Scottsdale Convention and Visitors Bureau to be included in its destination guide, meeting planners guide and valley guide; 4. Conduct a non-paid public relations editorial development campaign to achieve an equivalent advertising value of at least $2.5M annually. 5. Provide no less than ten (10) TEAM ads annually representing more than 3.5 million impressions and no less than fourteen (14) non-TEAM ads annually with over 1.3 million potential impressions; 6. Apply for the full extent of project funding available through the Arizona Office of Tourism with application of at least $35,000 annually and Prop 302 grants of $17,000 annually. 7. Provide quarterly reports of progress toward completing the scope of services, including the number of Fountain Hills businesses advertised. IV. QUALIFICATIONS 1. Describe the organization, size and structure of the Firm, stating whether the Firm is national, regional or local. 2. State the address of the local office that will provide services to the Town. 3. Indicate the number of people, by level, within the local office that will provide the services to the Town. Indicate other projects that this staff may 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 Firm’s management. 4. Describe the experience in promoting tourism of each senior and higher level person who will be assigned to provide the services to the Town, including years on each job and their position while on each project. 5. Describe the relevant educational background of each individual who will be assigned to provide the Services to the Town. 6. Describe any specialized skills, training, or background in tourism of each individual who will be assigned to provide the services to the Town. This may include participation in state 697126.3 - 2 - or national professional organizations, and speaker or instructor roles at conferences or seminars. 7. Provide a list of the local office’s current and prior government clients indicating the type(s) of services performed and the number of years served for each. Indicate experience with entities that are similar in size and complexity to the Town. 8. Describe the Firm’s technical approach to providing the services to the Town, including performance and measurement standards. 9. Describe your understanding of the work to be performed. Applicants are welcome to outline additional services or alternative approaches they feel are in the Town’s best interest and include them in this section of the proposal. V. PROPOSAL CONTENTS Proposals shall contain the following information: 1. Qualifications. The qualifications listed in item IV, above, must be stated. If the responding firm is a non-profit organization, a copy of the 501(c)(3) incorporation documentation must be attached. 2. Proposed Plan of Action. The Firm must submit a proposal that outlines its approach to promoting tourism in the Town of Fountain Hills and should also fully state any additional resources being requested from the Town (i.e. staff, mail costs, publication costs, etc.). 3. Timeline. Submission must include timelines for the completion of each task proposed. 4. Proposal Cost. Proposal costs must be submitted on an all-inclusive annual basis and shall include all taxes and other related cost factors associated with providing the services described in this document, including payment requirements. The initial contract is anticipated to be a three-year contract and costs should be submitted for Fiscal Year 2007-2008; Fiscal Year 2008-2009, and Fiscal Year 2009-2010. 5. References. Offerors must submit a list of at least five current references that have relevant knowledge of the Firm’s ability to promote tourism. Names, affiliations, addresses, and current telephone numbers of all references should be provided as well as a brief description of the relationship between the reference and the Firm. References may be contacted to discuss the Firm’s qualifications and history. 6. Designation of Primary Manager. The proposal shall fully state the name, address, and contact information for the individual responsible for managing the Scope of Services. VI. SUBMISSION GUIDELINES 1. Submission. Submittal of the consultant’s proposal is due to the office of the Town Clerk by 3:00 p.m., on Friday, February 9, 2007. The offeror must submit one (1) original and two (2) 697126.3 - 3 - copies of the proposal. The original should be marked “Original.” All submittals and correspondence should be addressed to: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Timothy G. Pickering, Town Manager Proposals must be submitted in a sealed envelope labeled “Tourism RFQ” and have the offeror’s name and address clearly indicated on the envelope. 2. Inquiries. Any question related to this solicitation must be directed to Tim Pickering, at 480- 816-5107, fax 480-837-3145, email tpickering@fh.az.gov or Shaunna Williams, Executive Assistant, at 480-816-5107, fax 480-837-3154, email swilliams@fh.az.gov. All questions shall be submitted in writing; electronic mail submittals are acceptable. Any correspondence related to a solicitation should refer to the Request for Qualifications page and paragraph number. 3. Late Proposals. Late proposals will not be considered. An offeror submitting a late proposal shall be so notified. 4. Withdrawal of Offer. At any time prior to the specified proposal due date, an offeror (or designated representative) may, in writing, withdraw its proposal. Withdrawals submitted by facsimile, e-mail or similar transmissions will not be considered. 5. Amendment of Proposal. Proposals may be amended at any time prior to the due date and time. However, no proposal, proposed contract, or data sheets shall be altered, amended, or withdrawn after the specified due time and date. 6. Proposer’s Certification. By submitting a proposal, the offeror certifies that he or she has read and understands this RFQ and has full knowledge of the scope, nature, and quality of work to be performed. VII. CRITERIA FOR EVALUATION Award shall be made to the offeror whose proposal is determined to be the most advantageous to the Town, based upon the evaluation criteria listed below. The evaluation factors are listed in their relative order of importance. 1. Experience and qualifications of the Firm’s project team. 2. Approach to and understanding of the Scope of Services, including the methodology proposed to accomplish such. 3. Proposed cost. 697126.3 - 4 - 4. Ability to perform the work within the required time and inclusion of project schedule and staffing plans. VIII. PROPOSAL OPENING 1. Proposal Opening. Proposals shall be opened publicly at 3:00 PM MST, on February 9, 2007. The name of each offeror shall be read publicly, and recorded. All other information contained in proposals shall be confidential so as to avoid disclosure of contents prejudicial to competing offerors during the process of negotiation. Prices will not be read and proposals will not be subject to public inspection until after contract award. All proposals received in response to this RFQ will become the property of the Town and will not be returned to the offerors. 2. Offer Acceptance Period. Proposals are irrevocable offers for 90 days after opening time and date. 3. Incurred Expenses. The Town is not responsible for any expenses that offerors may incur in preparing and submitting proposals called for in this RFQ. 4. Interviews. The Town reserves the right to conduct personal interviews or require presentations of any or all offerors prior to selection. The Town will not be liable for any costs incurred by the offeror in connection with such interviews/presentation. IX. AWARD OF CONTRACT The Town anticipates that a contract will be awarded shortly after the proposals are submitted. Notwithstanding any other provision of this RFQ, the Town expressly reserves the right to do any of the following: 1. Waive any defect or informality. 2. Reject any or all offers, or portions thereof. 3. Reissue a Request for Qualifications. 4. Withhold the award for any reason. 697126.3 - 5 - PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made as of , 2007, 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 Qualifications (the “RFQ”), attached hereto as Exhibit A and incorporated herein by reference, seeking statements of qualifications from Contractors for professional consulting services. B. The Contractor responded to the RFQ by the Proposal, attached hereto as Exhibit B and incorporated herein by reference, and the Town desires to enter into an Agreement with the Contractor for (the “Services”). AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, and the following mutual covenants and conditions, 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 . 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 a price not to exceed $ .00 for the Services as set forth in the Fee Estimate, attached hereto as Exhibit D and incorporated herein by reference. 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. Ownership of Documents. All documents prepared and submitted to the Town by the Contractor pursuant to this Agreement shall be the property of the Town. 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 697126.3 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. All work shall be subject to inspection and acceptance by the Town at reasonable times during Contractor’s performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the Town. 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. 697126.3 2 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. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. g. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Contractor. Contractor shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. h. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self- insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Contractor 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, Contractor shall execute written agreement with Subcontractor 697126.3 3 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 the agreement with Subcontractor and obtaining certificates of insurance verifying the insurance requirements. j. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Contractor shall furnish the Town with certificate(s) of insurance, or formal endorsements as required by this Agreement, issued by Contractor’s 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. If a certificate of insurance is submitted as verification of coverage, the Town shall reasonably rely upon the certificate of insurance 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 above-cited policies expire during the life of this Agreement, it shall be Contractor’s responsibility to forward renewal certificates within ten days after the renewal date containing all the aforementioned insurance provisions. Additionally, certificates of insurance submitted without referencing a contract number will be subject to rejection and returned or discarded. Certificates of insurance 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 “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. 697126.3 4 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, $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. 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 all claims. In the event the Professional Liability insurance policy is written on a “claims made” basis, coverage shall extend for three years past completion and acceptance of the Services, and the Project Manager shall be required to submit certificates of insurance evidencing proper coverage is in effect as required above. d. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state 697126.3 5 statutes having jurisdiction of 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 changed 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 the State of Arizona. 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 Contractor to any other party of the Agreement with respect to the subject matter of the Agreement. 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 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 697126.3 6 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. 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: (i) existing and future Town and County ordinances and regulations, (ii) existing and future state and federal laws and (iii) existing and future Occupational Safety and Health Administration (“OSHA”) 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 the 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, the 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. 697126.3 7 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 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 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 (i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below, (iii) given to 697126.3 8 a recognized and reputable overnight delivery service, to the address set forth below or (iv) delivered by facsimile transmission to the number set forth below: If to the Town: Town of Fountain Hills 16836 East Palisades Boulevard Fountain Hills, Arizona 85268 Facsimile: 480-837-3145 Attn: Timothy Pickering, Town Manager With copy to: GUST ROSENFELD, P.L.C. 201 East Washington, Suite 800 Phoenix, Arizona 85004-2327 Facsimile: 602-340-1538 Attn: Andrew J. McGuire, Esq. 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 Section. Notices shall be deemed received (i) when delivered to the party, (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage, (iii) 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 (iv) 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. 14.14 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, agents or officers of Contractor as needed for the performance of duties under this Agreement. 14.15 Conflicting Terms. In the event of a conflict between the RFQ, the Contractor’s response to the RFQ, the Scope of Work and this Agreement, the terms of this Agreement shall govern. 697126.3 9 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: Timothy G. Pickering, Town Manager ATTEST: Name: Its: Bevelyn J. Bender, Town Clerk 697126.3 10 (ACKNOWLEDGEMENTS) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on , 2007, by Timothy G. Pickering, 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 ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on , 2007, by as of , a(n) , on behalf of the corporation. Notary Public in and for the State of Arizona My Commission Expires: 697126.3 11 EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [RFQ] See following pages. 697126.3 EXHIBIT B TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [The Proposal] See following pages. 697126.3 EXHIBIT C TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [Scope of Work] See following pages. 697126.3 EXHIBIT D TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [Fee Estimate] See following pages. 697126.3 R E Q U E S T F O R Q U A L I F I C A T I O N S TO PROMOTE YOUTH ARTS IN THE TOWN OF FOUNTAIN HILLS I. INTRODUCTION The Town of Fountain Hills (the “Town”) is issuing this request for qualifications (the “RFQ”) to solicit submittals from qualified individuals, non-profit organizations, firms or consultant teams (the “Firm”) to promote youth arts in the Town of Fountain Hills. Copies of this RFQ can be obtained at Town Hall, located at 16705 East Avenue of the Fountains, Fountain Hills, Arizona, or online at www.fh.az.gov. After reviewing the materials submitted pursuant to this RFQ, the Town may invite the most qualified applicant(s) to interview with members of the Town Staff, and the Town will select an applicant based upon the RFQ material and interview results, if any. The Town reserves the right to (i) make an award that is most advantageous to the Town based upon service, price, materials or other evaluation factors as set forth herein, (ii) waive any informalities in the proposal or (iii) reject all proposals. The selected Firm 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 RFQ. If an agreement cannot be reached with the most-qualified offeror, the Town may enter into negotiations with the next most qualified offeror. II. BACKGROUND The Town is situated in the northeast quadrant of Maricopa County, thirty miles northeast of central Phoenix. The Town’s spectacular hillside location in the upper Sonoran Desert on the eastern slope of the McDowell Mountains provides the community with its famous mountain vistas and rich natural desert vegetation. Currently, the Town has an estimated population of 25,000. As with many communities in Maricopa County, the Town experiences seasonal fluctuations in populations due to the number of part-time residents. There are presently 2,403 students in the Fountain Hills Unified School District, as follows: kindergarten through Grade 2, 458; Grade 3 through Grade 5, 496; Grade 6 through Grade 8, 571; Grade 9 through Grade 12, 878. III. SCOPE OF SERVICES The Town desires to procure the services of a qualified Firm to promote youth arts in the Town of Fountain Hills effective July 1, 2007 for a period of three (3) years. Responsibilities shall include, but not be limited to, the following: 1. Produce two (2) theatrical events a year at Fountain Hills Amphitheater for the community. 697136.3 - 1 - 2. Provide after school workshops in voice, dance and acting for Fountain Hills youths. 3. Provide summer theater camps for Fountain Hills youths and provide the opportunity for a year-round Teen Program to defray costs of that camp. 4. Provide an outlet for youth community services house. 5. Produce four (4) youth theater shows giving Fountain Hills youth the opportunity to participate. 6. Provide quarterly reports of progress toward completing the scope of services and the number of Fountain Hills youths participating. IV. QUALIFICTIONS 1. Describe the organization, size and structure of the Firm, stating whether the Firm is national, regional or local. 2. State the address of the local office that will provide services to the Town. 3. Indicate the number of people, by level, within the local office that will provide the services to the Town. Indicate other projects that this staff may 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 Firm’s management. 4. Describe the experience in promoting youth arts of each senior and higher level person who will be assigned to provide the services to the Town, including years on each job and their position while on each project. 5. Describe the relevant educational background of each individual who will be assigned to provide the services to the Town. 6. Describe any specialized skills, training, or background in youth arts of each individual who will be assigned to provide the services to the Town. This may include participation in state or national professional organizations, and speaker or instructor roles at conferences or seminars. 7. Provide a list of the local office’s current and prior government clients indicating the type(s) of services performed and the number of years served for each. Indicate experience with entities that are similar in size and complexity to the Town. 8. Describe the Firm’s technical approach to providing the services to the Town, including performance and measurement standards. 9. Describe your understanding of the work to be performed. Applicants are welcome to outline additional services or alternative approaches they feel are in the Town’s best interest and include them in this section of the proposal. 697136.3 - 2 - V. PROPOSAL CONTENTS Proposals shall contain the following information: 1. Qualifications. The qualifications listed in item IV, above, must be stated. If the responding firm is a non-profit organization, a copy of the 501(c)(3) incorporation documentation must be attached. 2. Proposed Plan of Action. The Firm must submit a proposal that outlines its approach to promoting youth arts in the Town of Fountain Hills and should also fully state any additional resources being requested from the Town (i.e. staff, mail costs, publication costs, electrical and lighting needs, etc.). The proposal should state the number of days the theatrical events will run and describe the number of days that after-school workshops and summer camps will be held. Also included in the proposal should be the anticipated number of Fountain Hills youths to be served for each activity. 3. Timeline. Submission must include timelines for the completion of each task proposed. 4. Proposal Cost. Proposal costs must be submitted on an all-inclusive annual basis and shall include all taxes and other related cost factors associated with providing the services described in this document. Payment for services will be made by the Town following receipt and approval of quarterly report. The initial contract is anticipated to be a three-year contract and costs should be provided for Fiscal Year 2007-2008, Fiscal Year 2008-2009, and Fiscal Year 2009-2010. 5. References. Offerors must submit a list of at least five current references that have relevant knowledge of the Firm’s ability to promote youth arts. Names, affiliations, addresses, and current telephone numbers of all references should be provided as well as a brief description of the relationship between the reference and the Firm. References may be contacted to discuss the Firm’s qualifications and history. 6. Designation of Primary Manager. The proposal shall fully state the name, address, and contact information for the individual responsible for managing the Scope of Services. VI. SUBMISSION GUIDELINES 1. Submission. Submittal of the consultant’s proposal is due to the office of the Town Clerk by 3:00 p.m., on Friday, February 9, 2007. The offeror must submit one (1) original and two (2) copies of the proposal. The original should be marked “Original.” All submittals and correspondence should be addressed to: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Timothy G. Pickering, Town Manager 697136.3 - 3 - Proposals must be submitted in a sealed envelope labeled “Youth Arts RFQ” and have the offeror’s name and address clearly indicated on the envelope. 2. Inquiries. Any question related to this solicitation must be directed to Tim Pickering, at 480- 816-5107, fax 480-837-3145, email tpickering@fh.az.gov or Shaunna Williams, Executive Assistant, at 480-816-5107, fax 480-837-3154, email swilliams@fh.az.gov. All questions shall be submitted in writing; electronic mail submittals are acceptable. Any correspondence related to a solicitation should refer to the Request for Qualifications page and paragraph number. 3. Late Proposals. Late proposals will not be considered. An offeror submitting a late proposal shall be so notified. 4. Withdrawal of Offer. At any time prior to the specified proposal due date, an offeror (or designated representative) may, in writing, withdraw its proposal. Withdrawals submitted by facsimile, e-mail or similar transmissions will not be considered. 5. Amendment of Proposal. Proposals may be amended at any time prior to the due date and time. However, no proposal, proposed contract, or data sheets shall be altered, amended, or withdrawn after the specified due time and date. 6. Proposer’s Certification. By submitting a proposal, the offeror certifies that he or she has read and understands this RFQ and has full knowledge of the scope, nature, and quality of work to be performed. VII. CRITERIA FOR EVALUATION Award shall be made to the offeror whose proposal is determined to be the most advantageous to the Town, based upon the evaluation criteria listed below. The evaluation factors are listed in their relative order of importance. 1. Experience and qualifications of the Firm’s project team. 2. Approach to and understanding of the Scope of Services, including the methodology proposed to accomplish such. 3. Proposed cost. 4. Ability to perform the work within the required time and inclusion of project schedule and staffing plans. VIII. PROPOSAL OPENING 1. Proposal Opening. Proposals shall be opened publicly at 3:00 PM MST, on Feburary 9, 2007. The name of each offeror shall be read publicly, and recorded. All other information contained in proposals shall be confidential so as to avoid disclosure of contents prejudicial to competing offerors during the process of negotiation. Prices will not be read and 697136.3 - 4 - proposals will not be subject to public inspection until after contract award. All proposals received in response to this RFQ will become the property of the Town and will not be returned to the offerors. 2. Offer Acceptance Period. Proposals are irrevocable offers for 90 days after opening time and date. 3. Incurred Expenses. The Town is not responsible for any expenses that offerors may incur in preparing and submitting proposals called for in this RFQ. 4. Interviews. The Town reserves the right to conduct personal interviews or require presentations of any or all offerors prior to selection. The Town will not be liable for any costs incurred by the offeror in connection with such interviews/presentation. IX. AWARD OF CONTRACT The Town anticipates that a contract will be awarded shortly after the proposals are submitted. Notwithstanding any other provision of this RFQ, the Town expressly reserves the right to do any of the following: 1. Waive any defect or informality. 2. Reject any or all offers, or portions thereof. 3. Reissue a Request for Qualifications. 4. Withhold the award for any reason. 697136.3 - 5 - PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made as of , 2007, 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 Qualifications (the “RFQ”), attached hereto as Exhibit A and incorporated herein by reference, seeking statements of qualifications from Contractors for professional consulting services. B. The Contractor responded to the RFQ by the Proposal, attached hereto as Exhibit B and incorporated herein by reference, and the Town desires to enter into an Agreement with the Contractor for (the “Services”). AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, and the following mutual covenants and conditions, 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 . 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 a price not to exceed $ .00 for the Services as set forth in the Fee Estimate, attached hereto as Exhibit D and incorporated herein by reference. 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. Ownership of Documents. All documents prepared and submitted to the Town by the Contractor pursuant to this Agreement shall be the property of the Town. 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 697136.2 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. All work shall be subject to inspection and acceptance by the Town at reasonable times during Contractor’s performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the Town. 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. 697136.3 2 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. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. g. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Contractor. Contractor shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. h. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self- insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Contractor 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, Contractor shall execute written agreement with Subcontractor 697136.3 3 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 the agreement with Subcontractor and obtaining certificates of insurance verifying the insurance requirements. j. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Contractor shall furnish the Town with certificate(s) of insurance, or formal endorsements as required by this Agreement, issued by Contractor’s 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. If a certificate of insurance is submitted as verification of coverage, the Town shall reasonably rely upon the certificate of insurance 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 above-cited policies expire during the life of this Agreement, it shall be Contractor’s responsibility to forward renewal certificates within ten days after the renewal date containing all the aforementioned insurance provisions. Additionally, certificates of insurance submitted without referencing a contract number will be subject to rejection and returned or discarded. Certificates of insurance 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 “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. 697136.3 4 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, $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. 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 all claims. In the event the Professional Liability insurance policy is written on a “claims made” basis, coverage shall extend for three years past completion and acceptance of the Services, and the Project Manager shall be required to submit certificates of insurance evidencing proper coverage is in effect as required above. d. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state 697136.3 5 statutes having jurisdiction of 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 changed 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 the State of Arizona. 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 Contractor to any other party of the Agreement with respect to the subject matter of the Agreement. 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 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 697136.3 6 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. 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: (i) existing and future Town and County ordinances and regulations, (ii) existing and future state and federal laws and (iii) existing and future Occupational Safety and Health Administration (“OSHA”) 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 the 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, the 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. 697136.3 7 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 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 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 (i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below, (iii) given to 697136.3 8 a recognized and reputable overnight delivery service, to the address set forth below or (iv) delivered by facsimile transmission to the number set forth below: If to the Town: Town of Fountain Hills 16836 East Palisades Boulevard Fountain Hills, Arizona 85268 Facsimile: 480-837-3145 Attn: Timothy Pickering, Town Manager With copy to: GUST ROSENFELD, P.L.C. 201 East Washington, Suite 800 Phoenix, Arizona 85004-2327 Facsimile: 602-340-1538 Attn: Andrew J. McGuire, Esq. 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 Section. Notices shall be deemed received (i) when delivered to the party, (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage, (iii) 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 (iv) 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. 14.14 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, agents or officers of Contractor as needed for the performance of duties under this Agreement. 14.15 Conflicting Terms. In the event of a conflict between the RFQ, the Contractor’s response to the RFQ, the Scope of Work and this Agreement, the terms of this Agreement shall govern. 697136.3 9 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: Timothy G. Pickering, Town Manager ATTEST: Name: Its: Bevelyn J. Bender, Town Clerk 697136.3 10 (ACKNOWLEDGEMENTS) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on , 2007, by Timothy G. Pickering, 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 ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on , 2007, by as of , a(n) , on behalf of the corporation. Notary Public in and for the State of Arizona My Commission Expires: 697136.3 11 EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [RFQ] See following pages. 697136.3 EXHIBIT B TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [The Proposal] See following pages. 697136.3 EXHIBIT C TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [Scope of Work] See following pages. 697136.3 EXHIBIT D TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [Fee Estimate] See following pages. 697136.3 R E Q U E S T F O R Q U A L I F I C A T I O N S TO PROVIDE YOUTH SERVICES IN THE TOWN OF FOUNTAIN HILLS I. INTRODUCTION The Town of Fountain Hills (the “Town”) is issuing this request for qualification (the “RFQ”) to solicit submittals from qualified individuals, non-profit organizations, firms or consultant teams (the “Firm”) to provide youth services in the Town of Fountain Hills. Copies of this RFQ can be obtained at Town Hall, located at 16705 East Avenue of the Fountains, Fountain Hills, Arizona or online at www.fh.az.gov. After reviewing the materials submitted pursuant to this RFQ, the Town may invite the most qualified applicant(s) to interview with members of the Town Staff, and the Town will select an applicant based upon the RFQ material and interview results, if any. The Town reserves the right to (i) make an award that is most advantageous to the Town based upon service, price, materials or other evaluation factors as set forth herein, (ii) waive any informalities in the proposal or (iii) reject all proposals. The selected Firm 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 RFQ. If an agreement cannot be reached with the most-qualified offeror, the Town may enter into negotiations with the next most qualified offeror. II. BACKGROUND The Town is situated in the northeast quadrant of Maricopa County, thirty miles northeast of central Phoenix. The Town’s spectacular hillside location in the upper Sonoran Desert on the eastern slope of the McDowell Mountains provides the community with its famous mountain vistas and rich natural desert vegetation. Currently, the Town has an estimated population of 25,000. As with many communities in Maricopa County, the Town experiences seasonal fluctuations in populations due to the number of part-time residents. There are presently 2,403 students in the Fountain Hills Unified School District, as follows: kindergarten through Grade 2, 458; Grade 3 through Grade 5, 496; Grade 6 through Grade 8, 571; Grade 9 through Grade 12, 878. III. SCOPE OF SERVICES The Town desires to procure the services of a qualified Firm to provide youth services in the Town of Fountain Hills effective July 1, 2007 for a period of three (3) years. Responsibilities shall include, but not be limited to, the following: 697164.2 - 1 - 1. Provide necessary staffing, materials, equipment and professional management to effectively operate a Teen Center for a minimum of six (6) hours per day during the school year and minimum of eight hours per day during non-school days that will attract a minimum of 75 teens per day to the center. 2. Provide a minimum of two (2) leadership and responsibility classes per year with at least a minimum of 15 children attending each class. The program would include participating in the Town’s Midnight Madness program. 3. Provide two (2) classes per year, with at least fourteen (14) sessions per class, aimed toward young females to avoid the use of alcohol, tobacco and other drugs; learn the importance of healthy eating and fitness habits; understand physical, emotional and social changes they are experiencing; and postponing sexual activity. A minimum of fifteen (15) Fountain Hills’ youths should attend each class. 4. Provide two (2) classes per year, with at least fourteen (14) sessions per class, aimed toward young males to avoid use of alcohol, tobacco and other drugs; learn the importance of healthy eating and fitness habits; understand physical, emotional and social changes they are experiencing; postponing sexual activity; relationships with authority friends and members of the opposite sex; and dealing with peer pressure. A minimum of fifteen (15) Fountain Hills’ youths should attend each class. 5. Provide a minimum of two (2) classes per year aimed toward teens to introduce them to computers, including but not limited to Basic Computer Skills, PowerPoint, Word, Excel and internet safety training, with a minimum of fifteen (15) Fountain Hills’ teen attending each class. 6. Provide a minimum of two (2) classes per year aimed toward teens to introduce them to digital arts, including but not limited to web design, movie making, digital photography and graphic design, with a minimum of fifteen (15) Fountain Hills’ teen attending each class. 7. Provide a minimum of two (2) classes per year aimed toward teens to introduce them to personal finance, including but not limited to budgeting, saving and investing, with a minimum of fifteen (15) Fountain Hills’ teen attending each class. 8. Provide a daily comprehensive homework and tutoring program aimed toward teens, with a minimum of ten (10) teens daily receiving help which will lead to high school graduation. 9. Provide quarterly reports of progress toward completing the scope of services and the number of Fountain Hills residents participating. IV. QUALIFICTIONS 1. Describe the organization, size and structure of the Firm, stating whether the Firm is national, regional or local. 697164.2 - 2 - 2. State the address of the local office that will provide services to the Town. 3. Indicate the number of people, by level, within the local office that will provide the services to the Town. Indicate other projects that this staff may 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 Firm’s management. 4. Describe the experience in providing youth services of each senior and higher level person who will be assigned to provide the services to the Town, including years on each job and their position while on each project. 5. Describe the relevant educational background of each individual who will be assigned to provide the services to the Town. 6. Describe any specialized skills, training, or background in youth services of each individual who will be assigned to provide the services to the Town. This may include participation in state or national professional organizations, and speaker or instructor roles at conferences or seminars. 7. Provide a list of the local office’s current and prior government clients indicating the type(s) of services performed and the number of years served for each. Indicate experience with entities that are similar in size and complexity to the Town. 8. Describe the Firm’s technical approach to providing the services to the Town, including performance and measurement standards. 9. Describe your understanding of the work to be performed. Applicants are welcome to outline additional services or alternative approaches they feel are in the Town’s best interest and include them in this section of the proposal. V. PROPOSAL CONTENTS Proposals shall contain the following information: 1. Qualifications. The qualifications listed in item IV, above, must be stated. 2. Proposed Plan of Action. The Firm must submit a proposal that outlines its approach to providing youth services in the Town of Fountain Hills and should also fully state any additional resources being requested from the Town (i.e. staff, mail costs, publication costs, etc.). 3. Timeline. Submission must include timelines for the completion of each task proposed. 4. Proposal Cost. Proposal costs must be submitted on an all-inclusive basis and shall include all taxes and other related cost factors associated with providing the services described in this document. Payments for services will be made by the Town following receipt and approval 697164.2 - 3 - of quarterly report. The initial contract is anticipated to be a three-year contract and costs should be provided for Fiscal Year 2007-08, Fiscal Year 2008-09 and Fiscal Year 2009-2010. 5. References. Offerors must submit a list of at least five current references that have relevant knowledge of the Firm’s ability to provide youth services. Names, affiliations, addresses, and current telephone numbers of all references should be provided as well as a brief description of the relationship between the reference and the Firm. References may be contacted to discuss the Firm’s qualifications and history. 6. Designation of Primary Manager. The proposal shall fully state the name, address, and contact information for the individual responsible for managing the Scope of Services. VI. SUBMISSION GUIDELINES 1. Submission. Submittal of the consultant’s proposal is due to the office of the Town Clerk by 3:00 p.m., on Friday, February 9, 2007. The offeror must submit one (1) original and two (2) copies of the proposal. The original should be marked “Original.” All submittals and correspondence should be addressed to: 697164.2 - 4 - Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Timothy G. Pickering, Town Manager Proposals must be submitted in a sealed envelope labeled “Youth Services RFQ” and have the offeror’s name and address clearly indicated on the envelope. 2. Inquiries. Any question related to this solicitation must be directed to Tim Pickering, at 480- 816-5107, fax 480-837-3145, email tpickering@fh.az.gov or Shaunna Williams, Executive Assistant, at 480-816-5107, fax 480-837-3154, email swilliams@fh.az.gov. All questions shall be submitted in writing; electronic mail submittals are acceptable. Any correspondence related to a solicitation should refer to the Request for Qualifications page and paragraph number. 3. Late Proposals. Late proposals will not be considered. An offeror submitting a late proposal shall be so notified. 4. Withdrawal of Offer. At any time prior to the specified proposal due date, an offeror (or designated representative) may, in writing, withdraw its proposal. Withdrawals submitted by facsimile, e-mail or similar transmissions will not be considered. 5. Amendment of Proposal. Proposals may be amended at any time prior to the due date and time. However, no proposal, proposed contract, or data sheets shall be altered, amended, or withdrawn after the specified due time and date. 6. Proposer’s Certification. By submitting a proposal, the offeror certifies that he or she has read and understands this RFQ and has full knowledge of the scope, nature, and quality of work to be performed. VII. CRITERIA FOR EVALUATION Award shall be made to the offeror whose proposal is determined to be the most advantageous to the Town, based upon the evaluation criteria listed below. The evaluation factors are listed in their relative order of importance. 1. Experience and qualifications of the Firm’s project team. 2. Approach to and understanding of the Scope of Services, including the methodology proposed to accomplish such. 3. Proposed cost. 4. Ability to perform the work within the required time and inclusion of project schedule and staffing plans. 697164.2 - 5 - VIII. PROPOSAL OPENING 1. Proposal Opening. Proposals shall be opened publicly at 3:00 PM MST, on February 9, 2007. The name of each offeror shall be read publicly, and recorded. All other information contained in proposals shall be confidential so as to avoid disclosure of contents prejudicial to competing offerors during the process of negotiation. Prices will not be read and proposals will not be subject to public inspection until after contract award. All proposals received in response to this RFQ will become the property of the Town and will not be returned to the offerors. 2. Offer Acceptance Period. Proposals are irrevocable offers for 90 days after opening time and date. 3. Incurred Expenses. The Town is not responsible for any expenses that offerors may incur in preparing and submitting proposals called for in this RFQ. 4. Interviews. The Town reserves the right to conduct personal interviews or require presentations of any or all offerors prior to selection. The Town will not be liable for any costs incurred by the offeror in connection with such interviews/presentation. IX. AWARD OF CONTRACT The Town anticipates that a contract will be awarded shortly after the proposals are submitted. Notwithstanding any other provision of this RFQ, the Town expressly reserves the right to do any of the following: 1. Waive any defect or informality. 2. Reject any or all offers, or portions thereof. 3. Reissue a Request for Qualifications. 4. Withhold the award for any reason. 697164.2 - 6 - PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made as of , 2007, 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 Qualifications (the “RFQ”), attached hereto as Exhibit A and incorporated herein by reference, seeking statements of qualifications from Contractors for professional consulting services. B. The Contractor responded to the RFQ by the Proposal, attached hereto as Exhibit B and incorporated herein by reference, and the Town desires to enter into an Agreement with the Contractor for (the “Services”). AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, and the following mutual covenants and conditions, 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 . 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 a price not to exceed $ .00 for the Services as set forth in the Fee Estimate, attached hereto as Exhibit D and incorporated herein by reference. 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. Ownership of Documents. All documents prepared and submitted to the Town by the Contractor pursuant to this Agreement shall be the property of the Town. 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 697164.2 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. All work shall be subject to inspection and acceptance by the Town at reasonable times during Contractor’s performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the Town. 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. 697164.2 2 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. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. g. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Contractor. Contractor shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. h. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self- insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Contractor 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, Contractor shall execute written agreement with Subcontractor 697164.2 3 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 the agreement with Subcontractor and obtaining certificates of insurance verifying the insurance requirements. j. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Contractor shall furnish the Town with certificate(s) of insurance, or formal endorsements as required by this Agreement, issued by Contractor’s 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. If a certificate of insurance is submitted as verification of coverage, the Town shall reasonably rely upon the certificate of insurance 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 above-cited policies expire during the life of this Agreement, it shall be Contractor’s responsibility to forward renewal certificates within ten days after the renewal date containing all the aforementioned insurance provisions. Additionally, certificates of insurance submitted without referencing a contract number will be subject to rejection and returned or discarded. Certificates of insurance 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 “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. 697164.2 4 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, $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. 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 all claims. In the event the Professional Liability insurance policy is written on a “claims made” basis, coverage shall extend for three years past completion and acceptance of the Services, and the Project Manager shall be required to submit certificates of insurance evidencing proper coverage is in effect as required above. d. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state 697164.2 5 statutes having jurisdiction of 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 changed 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 the State of Arizona. 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 Contractor to any other party of the Agreement with respect to the subject matter of the Agreement. 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 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 697164.2 6 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. 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: (i) existing and future Town and County ordinances and regulations, (ii) existing and future state and federal laws and (iii) existing and future Occupational Safety and Health Administration (“OSHA”) 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 the 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, the 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. 697164.2 7 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 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 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 (i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below, (iii) given to 697164.2 8 a recognized and reputable overnight delivery service, to the address set forth below or (iv) delivered by facsimile transmission to the number set forth below: If to the Town: Town of Fountain Hills 16836 East Palisades Boulevard Fountain Hills, Arizona 85268 Facsimile: 480-837-3145 Attn: Timothy Pickering, Town Manager With copy to: GUST ROSENFELD, P.L.C. 201 East Washington, Suite 800 Phoenix, Arizona 85004-2327 Facsimile: 602-340-1538 Attn: Andrew J. McGuire, Esq. 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 Section. Notices shall be deemed received (i) when delivered to the party, (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage, (iii) 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 (iv) 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. 14.14 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, agents or officers of Contractor as needed for the performance of duties under this Agreement. 14.15 Conflicting Terms. In the event of a conflict between the RFQ, the Contractor’s response to the RFQ, the Scope of Work and this Agreement, the terms of this Agreement shall govern. 697164.2 9 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: Timothy G. Pickering, Town Manager ATTEST: Name: Its: Bevelyn J. Bender, Town Clerk 697164.2 10 (ACKNOWLEDGEMENTS) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on , 2007, by Timothy G. Pickering, 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 ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on , 2007, by as of , a(n) , on behalf of the corporation. Notary Public in and for the State of Arizona My Commission Expires: 697164.2 11 EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [RFQ] See following pages. 697164.2 EXHIBIT B TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [The Proposal] See following pages. 697164.2 EXHIBIT C TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [Scope of Work] See following page(s). 697164.2 EXHIBIT D TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [Fee Estimate] See following page(s). 697164.2 R E Q U E S T F O R Q U A L I F I C A T I O N S TO PROVIDE SOCIAL SERVICES IN THE TOWN OF FOUNTAIN HILLS I. INTRODUCTION The Town of Fountain Hills (the “Town”) is issuing this request for qualifications (the “RFQ”) to solicit submittals from qualified individuals, non-profit organizations, firms or consultant teams (the “Firm”) to provide social services in the Town of Fountain Hills. Copies of this RFQ can be obtained at Town Hall, located at 16705 East Avenue of the Fountains, Fountain Hills, Arizona or online at www.fh.az.gov. After reviewing the materials submitted pursuant to this RFQ, the Town may invite the most qualified applicant(s) to interview with members of the Town Staff, and the Town will select an applicant based upon the RFQ material and interview results, if any. The Town reserves the right to (i) make an award that is most advantageous to the Town based upon service, price, materials or other evaluation factors as set forth herein, (ii) waive any informalities in the proposal or (iii) reject all proposals. The selected Firm 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 RFQ. If an agreement cannot be reached with the most-qualified offeror, the Town may enter into negotiations with the next most qualified offeror. II. BACKGROUND The Town is situated in the northeast quadrant of Maricopa County, thirty miles northeast of central Phoenix. The Town’s spectacular hillside location in the upper Sonoran Desert on the eastern slope of the McDowell Mountains provides the community with its famous mountain vistas and rich natural desert vegetation. Currently, the Town has an estimated population of 25,000. As with many communities in Maricopa County, the Town experiences seasonal fluctuations in populations due to the number of part-time residents. The following demographic information is provided by the Greater Phoenix Economic Council: Total Civilian Labor Force, 2000 10,081 Employed 9,859 Unemployed 222 Median Age, 2000 46.4 Under 18 18.50% 18 - 24 years 4.50% 25 - 59 years 50.70% 60+ years 26.50% 697175.3 - 1 - Education, 2000 High school graduate 20.60% Some college 36.50% Bachelors degree 24.10% Graduate or professional degree 13.70% Median Household Income, 2000 $61,619 Real Estate, 2005 Median home price, new $455,700 Median home price, resale $465,000 Total housing units 12,532 III. SCOPE OF SERVICES The Town desires to procure the services of a qualified Firm to provide social services in the Town of Fountain Hills effective July 1, 2007 for a period of three (3) years. Responsibilities shall include, but not be limited to, the following: 1. Accept requests and provide food to low-income Fountain Hills residents. 2. Provide an outlet for community service hours. 3. Take requests for and refer non-food assistance from low-income Fountain Hills residents, such as utility bill assistance, counseling referral and housing. 4. Provide quarterly reports of progress toward completing the scope of services and number of Fountain Hills residents served. IV. QUALIFICTIONS 1. Describe the organization, size and structure of the Firm, stating whether the Firm is national, regional or local. 2. State the address of the local office that will provide services to the Town. 3. Indicate the number of people, by level, within the local office that will provide the services to the Town. Indicate other projects that this staff may 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 Firm’s management. 4. Describe the experience in providing social services of each senior and higher level person who will be assigned to provide the services to the Town, including years on each job and their position while on each project. 5. Describe the relevant educational background of each individual who will be assigned to provide the services to the Town. 697175.3 - 2 - 6. Describe any specialized skills, training, or background in social services of each individual who will be assigned to provide the services to the Town. This may include participation in state or national professional organizations, and speaker or instructor roles at conferences or seminars. 7. Provide a list of the local office’s current and prior government clients indicating the type(s) of services performed and the number of years served for each. Indicate experience with entities that are similar in size and complexity to the Town. 8. Describe the Firm’s technical approach to providing the services to the Town, including performance and measurement standards. 9. Describe your understanding of the work to be performed. Applicants are welcome to outline additional services or alternative approaches they feel are in the Town’s best interest and include them in this section of the proposal. V. PROPOSAL CONTENTS Proposals shall contain the following information: 1. Qualifications. The qualifications listed in item IV, above, must be stated. 2. Proposed Plan of Action. The Firm must submit a proposal that outlines its approach to providing social services in the Town of Fountain Hills and should also fully state any additional resources being requested from the Town (i.e. staff, mail costs, publication costs, etc.) and the number of Town of Fountain Hills low-income residents served. 3. Timeline. Submission must include timelines for the completion of each task proposed. 4. Proposal Cost. Proposal costs must be submitted on an all-inclusive basis and shall include all taxes and other related cost factors associated with providing the services described in this document. Payment for services will be made by the Town following receipt and approval of quarterly report. The initial contract is anticipated to be a three (3) year contract, and proposal costs should be provided for Fiscal Year 2007-2008, Fiscal Year 2008-2009 and Fiscal Year 2009-2010. 5. References. Offerors must submit a list of at least five current references that have relevant knowledge of the Firm’s ability to provide social services. Names, affiliations, addresses, and current telephone numbers of all references should be provided as well as a brief description of the relationship between the reference and the Firm. References may be contacted to discuss the Firm’s qualifications and history. 6. Designation of Primary Manager. The proposal shall fully state the name, address, and contact information for the individual responsible for managing the Scope of Services. 697175.3 - 3 - VI. SUBMISSION GUIDELINES 1. Submission. Submittal of the consultant’s proposal is due to the office of the Town Clerk by 3:00 p.m., on Friday, February 9, 2007. The offeror must submit one (1) original and two (2) copies of the proposal. The original should be marked “Original.” All submittals and correspondence should be addressed to: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Timothy G. Pickering, Town Manager Proposals must be submitted in a sealed envelope labeled “Social Services RFQ” and have the offeror’s name and address clearly indicated on the envelope. 2. Inquiries. Any question related to this solicitation must be directed to Tim Pickering, at 480- 816-5107, fax 480-837-3145, email tpickering@fh.az.gov or Shaunna Williams, Executive Assistant, at 480-816-5107, fax 480-837-3154, email swilliams@fh.az.gov. All questions shall be submitted in writing; electronic mail submittals are acceptable. Any correspondence related to a solicitation should refer to the Request for Qualifications page and paragraph number. 3. Late Proposals. Late proposals will not be considered. An offeror submitting a late proposal shall be so notified. 4. Withdrawal of Offer. At any time prior to the specified proposal due date, an offeror (or designated representative) may, in writing, withdraw its proposal. Withdrawals submitted by facsimile, e-mail or similar transmissions will not be considered. 5. Amendment of Proposal. Proposals may be amended at any time prior to the due date and time. However, no proposal, proposed contract, or data sheets shall be altered, amended, or withdrawn after the specified due time and date. 6. Proposer’s Certification. By submitting a proposal, the offeror certifies that he or she has read and understands this RFQ and has full knowledge of the scope, nature, and quality of work to be performed. VII. CRITERIA FOR EVALUATION Award shall be made to the offeror whose proposal is determined to be the most advantageous to the Town, based upon the evaluation criteria listed below. The evaluation factors are listed in their relative order of importance. 1. Experience and qualifications of the Firm’s project team. 2. Approach to and understanding of the Scope of Services, including the methodology proposed to accomplish such. 697175.3 - 4 - 3. Proposed cost. 4. Ability to perform the work within the required time and inclusion of project schedule and staffing plans. VIII. PROPOSAL OPENING 1. Proposal Opening. Proposals shall be opened publicly at 3:00 PM MST, on February 9, 2007. The name of each offeror shall be read publicly, and recorded. All other information contained in proposals shall be confidential so as to avoid disclosure of contents prejudicial to competing offerors during the process of negotiation. Prices will not be read and proposals will not be subject to public inspection until after contract award. All proposals received in response to this RFQ will become the property of the Town and will not be returned to the offerors. 2. Offer Acceptance Period. Proposals are irrevocable offers for 90 days after opening time and date. 3. Incurred Expenses. The Town is not responsible for any expenses that offerors may incur in preparing and submitting proposals called for in this RFQ. 4. Interviews. The Town reserves the right to conduct personal interviews or require presentations of any or all offerors prior to selection. The Town will not be liable for any costs incurred by the offeror in connection with such interviews/presentation. IX. AWARD OF CONTRACT The Town anticipates that a contract will be awarded shortly after the proposals are submitted. Notwithstanding any other provision of this RFQ, the Town expressly reserves the right to do any of the following: 1. Waive any defect or informality. 2. Reject any or all offers, or portions thereof. 3. Reissue a Request for Qualifications. 4. Withhold the award for any reason. 697175.3 - 5 - PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made as of , 2007, 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 Qualifications (the “RFQ”), attached hereto as Exhibit A and incorporated herein by reference, seeking statements of qualifications from Contractors for professional consulting services. B. The Contractor responded to the RFQ by the Proposal, attached hereto as Exhibit B and incorporated herein by reference, and the Town desires to enter into an Agreement with the Contractor for (the “Services”). AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, and the following mutual covenants and conditions, 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 . 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 a price not to exceed $ .00 for the Services as set forth in the Fee Estimate, attached hereto as Exhibit D and incorporated herein by reference. 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. Ownership of Documents. All documents prepared and submitted to the Town by the Contractor pursuant to this Agreement shall be the property of the Town. 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 697175.3 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. All work shall be subject to inspection and acceptance by the Town at reasonable times during Contractor’s performance. The Contractor shall provide and maintain a self-inspection system that is acceptable to the Town. 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. 697175.3 2 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. Claims Made. In the event any insurance policies required by this Agreement are written on a “claims made” basis, coverage shall extend, either by keeping coverage in force or purchasing an extended reporting option, for three years past completion and acceptance of the services. Such continuing coverage shall be evidenced by submission of annual Certificates of Insurance citing applicable coverage is in force and contains the provisions as required herein for the three-year period. g. Waiver. All policies, except for Professional Liability, including Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation) against the Town, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Contractor. Contractor shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. h. Policy Deductibles and/or Self-Insured Retentions. The policies set forth in these requirements may provide coverage that contains deductibles or self- insured retention amounts. Such deductibles or self-insured retention shall not be applicable with respect to the policy limits provided to the Town. Contractor 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, Contractor shall execute written agreement with Subcontractor 697175.3 3 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 the agreement with Subcontractor and obtaining certificates of insurance verifying the insurance requirements. j. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Contractor shall furnish the Town with certificate(s) of insurance, or formal endorsements as required by this Agreement, issued by Contractor’s 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. If a certificate of insurance is submitted as verification of coverage, the Town shall reasonably rely upon the certificate of insurance 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 above-cited policies expire during the life of this Agreement, it shall be Contractor’s responsibility to forward renewal certificates within ten days after the renewal date containing all the aforementioned insurance provisions. Additionally, certificates of insurance submitted without referencing a contract number will be subject to rejection and returned or discarded. Certificates of insurance 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 “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. 697175.3 4 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, $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. 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 all claims. In the event the Professional Liability insurance policy is written on a “claims made” basis, coverage shall extend for three years past completion and acceptance of the Services, and the Project Manager shall be required to submit certificates of insurance evidencing proper coverage is in effect as required above. d. Workers’ Compensation Insurance. Contractor shall maintain Workers’ Compensation insurance to cover obligations imposed by federal and state 697175.3 5 statutes having jurisdiction of 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 changed 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 the State of Arizona. 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 Contractor to any other party of the Agreement with respect to the subject matter of the Agreement. 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 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 697175.3 6 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. 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: (i) existing and future Town and County ordinances and regulations, (ii) existing and future state and federal laws and (iii) existing and future Occupational Safety and Health Administration (“OSHA”) 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 the 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, the 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. 697175.3 7 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 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 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 (i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below, (iii) given to 697175.3 8 a recognized and reputable overnight delivery service, to the address set forth below or (iv) delivered by facsimile transmission to the number set forth below: If to the Town: Town of Fountain Hills 16836 East Palisades Boulevard Fountain Hills, Arizona 85268 Facsimile: 480-837-3145 Attn: Timothy Pickering, Town Manager With copy to: GUST ROSENFELD, P.L.C. 201 East Washington, Suite 800 Phoenix, Arizona 85004-2327 Facsimile: 602-340-1538 Attn: Andrew J. McGuire, Esq. 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 Section. Notices shall be deemed received (i) when delivered to the party, (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage, (iii) 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 (iv) 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. 14.14 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, agents or officers of Contractor as needed for the performance of duties under this Agreement. 14.15 Conflicting Terms. In the event of a conflict between the RFQ, the Contractor’s response to the RFQ, the Scope of Work and this Agreement, the terms of this Agreement shall govern. 697175.3 9 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: Timothy G. Pickering, Town Manager ATTEST: Name: Its: Bevelyn J. Bender, Town Clerk 697175.3 10 (ACKNOWLEDGEMENTS) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on , 2007, by Timothy G. Pickering, 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 ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on , 2007, by as of , a(n) , on behalf of the corporation. Notary Public in and for the State of Arizona My Commission Expires: 697175.3 11 EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [RFQ] See following pages. 697175.3 EXHIBIT B TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [The Proposal] See following pages. 697175.3 EXHIBIT C TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [Scope of Work] See following page(s). 697175.3 EXHIBIT D TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND [Fee Estimate] See following page(s). 697175.3 Town of Fountain Hills Town Council Agenda Action Form Meeting Type: Regular Meeting Meeting Date: December 21, 2006 Submitting Department: Park and Recreation Department Contact Person: Mark C. Mayer Consent: Regular: Requesting Action: Report Only: Type of Document Needing Approval (Check all that apply): Public Hearing Resolution Ordinance Agreement Emergency Clause Special Event Permit Special Consideration Intergovernmental Agreement Acceptance Grant Submission Liquor/Bingo License Application Plat Special Event Permit Special/Temp Use Permit Other: Appointment Council Priority (Check Appropriate Areas): Education Public Fitness Library Services Public Safety Community Activities Economic Development Public Works Human Service Needs Parks & Recreation Town Elections Community Development Regular Agenda Wording: Appointment of one commissioner to fill one of the four openings on the Park and Recreation Commission for a two year term Staff Recommendation: Approve Fiscal Impact: No $ Purpose of Item and Background Information: There are currently four openings on the Park and Recreation Commission. Three openings are for two year terms and one, the youth commissioner, is for a one year term. Advertisements for the openings were placed in the Fountain Hills Times on October 25th, November 1st and November 22nd. The openings were also placed on the Town's website. One application was received from Naomi Bryant who currently serves on the Commission. List All Attachments as Follows: Type(s) of Presentation: None Signatures of Submitting Staff: ____________________________ _____________________________________ Department Head Budget Review (if item not budgeted or exceeds budget amount) ____________________________ Town Manager Town of Fountain Hills Town Council Agenda Action Form Meeting Type: Regular Meeting Meeting Date: December 21, 2006 Submitting Department: Park and Recreation Contact Person: Samantha Coffman Consent: Regular: Requesting Action: Report Only: Type of Document Needing Approval (Check all that apply): Public Hearing Resolution Ordinance Agreement Emergency Clause Special Event Permit Special Consideration Intergovernmental Agreement Acceptance Grant Submission Liquor/Bingo License Application Plat Special Event Permit Special/Temp Use Permit Other: Appintment Council Priority (Check Appropriate Areas): Education Public Fitness Library Services Public Safety Community Activities Economic Development Public Works Human Service Needs Parks & Recreation Town Elections Community Development Regular Agenda Wording: Appointment of four people to serve on the Community Center Advisory Commission for two year terms Staff Recommendation: Approve Fiscal Impact: No $ Purpose of Item and Background Information: There are currently four openings on the Community Center Advisory Commission. There were five applications received. Four members that currently serve on the Commission reapplied. They are Alice Brovan, Dan Foster, Jerry Gorrell, and Leona Johnston. An additional application was received from Frederick Bedell. Openings were advertised in the local Times on November 1st and November 8th and was placed on the Town's website. Interviews were conducted on Tuesday, December 12. List All Attachments as Follows: Type(s) of Presentation: None Signatures of Submitting Staff: ____________________________ _____________________________________ Department Head Budget Review (if item not budgeted or exceeds budget amount) ____________________________ Town Manager Town of Fountain Hills Town Council Agenda Action Form Meeting Type: Regular Meeting Meeting Date: 12/21/06 Submitting Department: Admin Contact Person: Tim Pickering Consent: Regular: Requesting Action: Report Only: Type of Document Needing Approval (Check all that apply): Public Hearing Resolution Ordinance Agreement Emergency Clause Special Event Permit Special Consideration Intergovernmental Agreement Acceptance Grant Submission Liquor/Bingo License Application Plat Special Event Permit Special/Temp Use Permit Other: Appointment to SPAC Council Priority (Check Appropriate Areas): Education Public Fitness Library Services Public Safety Community Activities Economic Development Public Works Human Service Needs Parks & Recreation Town Elections Community Development Finance Regular Agenda Wording: CONSIDERATION of APPOINTING one citizen to fill the opening of Youth Commissioner on the Strategic Planning Advisory Commission (SPAC). Staff Recommendation: Approve Fiscal Impact: No $ Purpose of Item and Background Information: At the Council meeting on November 2, 2006, Council directed staff to advertise to fill the opening of Youth Commissioner on the SPAC. Pursuant to advertisement, an application was received from Martess M. Green and Council interviewed her for the position on December 12, 2006. List All Attachments as Follows: Type(s) of Presentation: Verbal Signatures of Submitting Staff: ____________________________ _____________________________________ Name Budget Review (if item not budgeted or exceeds budget amount) ____________________________ Title ____________________________ Town Manager / Designee Town of Fountain Hills Town Council Agenda Action Form Meeting Type: Regular Meeting Meeting Date: 12/21/2006 Submitting Department: Administration Contact Person: Kate Zanon Consent: Regular: Requesting Action: Report Only: Type of Document Needing Approval (Check all that apply): Public Hearing Resolution Ordinance Agreement Emergency Clause Special Event Permit Special Consideration Intergovernmental Agreement Acceptance Grant Submission Liquor/Bingo License Application Plat Special Event Permit Special/Temp Use Permit Other: Appointing Commissioners Council Priority (Check Appropriate Areas): Education Public Fitness Library Services Public Safety Community Activities Economic Development Public Works Human Service Needs Parks & Recreation Town Elections Community Development Finance Regular Agenda Wording: CONSIDERATION of APPOINTING five residents to each serve a two-year term on the Public Safety Advisory Commission. Staff Recommendation: Approve Fiscal Impact: No $ Purpose of Item and Background Information: On December 31, 2006, the terms of five Public Safety Advisory Commission (PSAC) Commissioners will end. The following Commissioners terms are ending: Chairman Larry Moyse and Commissioners George Aliory, Rodney Covey, Kathy Krogstad and Joseph Mullen. All five Commissioners applied to continue serving on the Commission and were interviewed by the Mayor and Council on December 7 and December 13. List All Attachments as Follows: None Type(s) of Presentation: None Signatures of Submitting Staff: ____________________________ _____________________________________ Name Budget Review (if item not budgeted or exceeds budget amount) ____________________________ Title ____________________________ Town Manager / Designee