HomeMy WebLinkAboutC2019-014 Contract No. C2019-014
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
C&S SWEEPING SERVICES, INC.
THIS PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is entered into
as of July 12. 2018, between the Town of Fountain Hills. an Arizona municipal corporation (the
"Town`). and C&S Sweeping Services. Inc.. an Arizona corporation (the "Consultant").
RECITALS
A. Pursuant to Section 7.1 of the Town Procurement Policy and 3-3-26 of the Town
Code. the Town may directly select certain consultants for professional and technical services.
B. The Consultant possesses the specific skill and experience required to provide
street sweeping services as needed by the Town.
C. The Town desires to enter into an Agreement with the Consultant to perform the
street sweeping services. as set forth in Section 2 below.
AGREEMENT
NOW. THEREFORE, in consideration of the foregoing introduction and recitals. which
are incorporated herein by reference. the following mutual covenants and conditions. and other
•good and valuable consideration. the receipt and sufficiency of which are hereby acknowledged.
the Town and the Consultant hereby agree as follows:
1. Term of Agreement. This Agreement shall be effective as of the date first set
forth above and shall remain in full force and effect for a period of four (4) months from the date
stated above. The Agreement may be terminated prior to its termination date as otherwise
provided in this Agreement
2. Scope of Work. The Consultant shall provide the street sweeping services
("Services") described and set forth in the Scope of Work attached hereto as Exhibit A. subject
to the terms of this Agreement.
3. Compensation. The Town shall pay Consultant an amount not to exceed
520.000 for the Services.
4. Payments. The Town shall pay the Consultant monthly. based upon work
performed and completed to date. and upon submission and approval of invoices. All invoices
shall document and itemize all work completed to date. Each invoice statement shall include a
record of time expended and work performed in sufficient detail to justify payment. The contract
number must be referenced on all invoices.
PHOENIX 77018-1 477555v1
5. Documents. All documents. including any intellectual property rights thereto.
prepared and submitted to the Town pursuant to this Agreement shall be the property of the
Town.
6. Consultant Personnel. Consultant shall provide adequate. experienced personnel.
capable of and devoted to the successful performance of the Services under this Agreement.
Consultant agrees to assign specific individuals to key positions. If deemed qualified. the
Consultant is encouraged to hire Town residents to fill vacant positions at all levels. Consultant
agrees that. upon commencement of the Services, key personnel shall not be removed or replaced
without prior written notice to the Town. If key personnel are not available to perform the
Services for a continuous period exceeding 30 calendar days. or are expected to devote
substantially less effort to the Services than initially anticipated. Consultant shall immediately
notify 'the Town of same and shall. subject to the concurrence of the Town, replace such
personnel with personnel possessing substantially equal ability and qualifications.
7. Inspection: Acceptance. All work shall be subject to inspection and acceptance by
the Town at reasonable times during Consultant's performance. The Consultant shall provide and
maintain a self-inspection system that is acceptable to the Town.
8. Licenses: Materials. Consultant shall maintain in current status all federal, state
and local licenses and permits required for the operation of the business conducted by the
Consultant. The Town has no obligation to provide Consultant. its employees or subcontractors
any business registrations or licenses required to perform the specific services set forth in this
Agreement. The Town has no obligation to provide tools. equipment or material to Consultant.
9. Performance Warranty. Consultant warrants that the Services rendered will
conform to the requirements of this Agreement and with the care and skill ordinarily used by
members of the same profession practicing under similar circumstances at the same time and in
the same locality.
10. Indemnification. To the fullest extent permitted by law. the Consultant shall
indemnify and hold harmless the Town and each council member. officer, employee or agent
thereof (the Town and any such person being herein called an `Indemnified Party'). for. from
and against any and all losses. claims. damages. liabilities. costs and expenses (including, but not
limited to. reasonable attorneys' fees. court costs and the costs of appellate proceedings) to which
any such Indemnified Party may become subject. under any theory of liability whatsoever
("Claims") to the extent that such Claims (or actions in respect thereof) are caused by the
negligent acts. recklessness or intentional misconduct of the Consultant. its officers. employees.
agents. or any tier of subcontractor in connection with Consultant's work or services in the
performance of this Agreement. The amount and type of insurance coverage requirements set
forth below will in no way be construed as limiting the scope of the indemnity in this Section.
I I. Insurance.
11.1 General.
A. Insurer Qualifications. Without limiting any obligations or
liabilities of Consultant. Consultant shall purchase and maintain. at its own expense.
PHOENIX 77018-1 477555v1
hereinafter stipulated minimum insurance with insurance companies authorized to do
business in the State of Arizona pursuant to ARiz. REV. STAT. § 20-206, as amended, with
an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town.
Failure to maintain insurance as specified herein may result in termination of this
Agreement at the Town's option.
B. No Representation of Coveraee Adequacy. By requiring insurance •
herein, the Town does not represent that coverage and limits will be adequate to protect
Consultant. The Town reserves the right to review any and all of the insurance policies
and/or endorsements cited in this Agreement, but has no obligation to do so. Failure to
demand such evidence of full compliance with the insurance requirements set forth in this
Agreement or failure to identify any insurance deficiency shall not relieve Consultant
from, nor be construed or deemed a waiver of, its obligation to maintain the required
insurance at all times during the performance of this Agreement.
C. Additional Insured. All insurance coverage, except Workers'
Compensation insurance and Professional Liability insurance, if applicable, shall name,
to the fullest extent permitted by law for claims arising out of the performance of this
Agreement, the Town, its agents. representatives. officers. directors, officials and
employees as Additional Insured as specified under the respective coverage sections of
this Aereement.
D. Coveraee 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. Consultant'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 Consultant. Consultant
shall arrange to have such subrogation waivers incorporated into each policy via formal
written endorsement thereto.
H. Policy Deductibles and/or Self-Insured Retentions. The policies set
forth in these requirements may provide coverage that contains deductibles or self-
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insured retention amounts. Such deductibles or self-insured retention shall not be
applicable with respect to the policy limits provided to the Town. Consultant shall be
solely responsible for any such deductible or self-insured retention amount.
I. Use of Subcontractors. If any work under this Agreement is
subcontracted in any way. Consultant shall execute written agreements with its
subcontractors containing the indemnification provisions set forth in this Section and
insurance requirements set forth herein protecting the Town and Consultant. Consultant
shall be responsible for executing any agreements with its subcontractors and obtaining
certificates of insurance verifying the insurance requirements.
J. Evidence of Insurance. Prior to commencing any work or services
under this Agreement, Consultant will provide the Town with suitable evidence of
insurance in the form of certificates of insurance and a copy of the declaration pages) of
the insurance policies as required by this Agreement, issued by Consultant's insurance
insurer(s) as evidence that policies are placed with acceptable insurers as specified herein
and provide the required coverages. conditions and limits of coverage specified in this
Agreement and that such coverage and provisions are in full force and effect.
Confidential information such as the policy premium may be redacted from the
declaration page(s) of each insurance policy, provided that such redactions do not alter
any of the information required by this Agreement. The Town shall reasonably rely upon
the certificates of insurance and declaration page(s) of the insurance policies as evidence
of coverage but such acceptance and reliance shall not waive or alter in any way the
insurance requirements or obligations of this Agreement. If any of the policies required
by this Agreement expire during the life of this Agreement, it shall be Consultant's
responsibility to forward renewal certificates and declaration page(s) to the Town 30 days
prior to the expiration date. All certificates of insurance and declarations required by this
Agreement shall be identified by referencing this Agreement. A $25.00 administrative fee
shall be assessed for all certificates or declarations received without a reference to this
Agreement. Additionally, certificates of insurance and declaration page(s) of the
insurance policies submitted without referencing this Agreement will be subject to
rejection and may be returned or discarded. Certificates of insurance and declaration
pane(s) shall specifically include the following provisions:
(I) The Town. its agents, representatives, officers, directors, officials
and employees are Additional Insured 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.
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PHOENIX 77018-1 477555v1
(2) Consultant's insurance shall be primary insurance with
respect to performance of this Agreement.
(3) All policies, except for Professional Liability, including
Workers' Compensation, waive rights of recovery (subrogation) against Town, its •
agents, representatives, officers, officials and employees for any claims arising
out of work or services performed by Consultant under this Agreement.
(4) ACORD certificate of insurance form 25 (2014/01) is
preferred. If ACORD certificate of insurance form 25(2001/08) is used, the
phrases in the cancellation provision "endeavor to" and "but failure to mail such
notice shall impose no obligation or liability of any kind upon the company6, its •
agents or representatives" shall be deleted. Certificate forms other than ACORD
form shall have similar restrictive language deleted.
11.2 Required Insurance Coverage.
A. Commercial General Liability. Consultant shall maintain
"occurrence" form Commercial General Liability insurance with an unimpaired limit of
not less than $1,000,000 for each occurrence. $2.000.000 Products and Completed
Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy
shall cover liability arising from premises, operations, independent contractors, products-
completed operations, personal injury and advertising injury. Coverage under the policy
will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof,
including but not limited to, separation of insureds clause. To the fullest extent allowed
by law, for claims arising out of the performance of this Agreement, the Town, its agents,
representatives, officers, officials and employees shall be cited as an Additional Insured
under ISO. Commercial General Liability Additional Insured Endorsement form CG 20
10 03 97, or equivalent. which shall read "Who is an Insured (Section II) is amended to
include as an insured the person or organization shown in the Schedule, but only with
respect to liability arising out of "your work" for that insured by or for you." If any
Excess insurance is utilized to fulfill the requirements of this subsection, such Excess
insurance shall be "follow form" equal or broader in coverage scope than underlying
insurance.
B. Vehicle Liability. Consultant shall maintain Business Automobile
Liability insurance with a limit of $1,000,000 each occurrence on Consultant's owned,
hired and non-owned vehicles assigned to or used in the performance of the Consultant's
work or services under this Agreement. Coverage will be at least as broad as ISO
coverage code "I" "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.
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C. Professional Liability. If this Agreement is the subject of
any professional services or work, or if the Consultant engages in any professional
services or work in any way related to performing the work under this Agreement, the
Consultant shall maintain Professional Liability insurance covering negligent errors and
omissions arising out of the Services performed by the Consultant, or anyone employed
by the Consultant, or anyone for whose negligent acts, mistakes, errors and omissions the
Consultant is legally liable, with an unimpaired liability insurance limit of $2,000,000
each claim and $2,000,000 annual aggregate.
D. Workers' Compensation Insurance. Consultant shall
maintain Workers' Compensation insurance to cover obligations imposed by federal and
state statutes having jurisdiction over Consultant's employees engaged in the performance
of work or services under this Agreement and shall also maintain Employers Liability
Insurance of not less than $500,000 for each accident, $500,000 disease for each
employee and $1,000,000 disease policy limit.
11.3 Cancellation and Expiration Notice. Insurance required herein shall not
expire, be canceled. or be materially changed without 30 days' prior written notice to the Town.
Consultant shall require its insurer to provide that 30 days' prior written notice to the Town.
12. Termination: Cancellation.
12.1 For Town's Convenience. This Agreement is for the convenience of the
Town and, as such, may be terminated without cause after receipt by Consultant of written notice
.by the Town. Upon termination for convenience. Consultant shall be paid for all undisputed
services performed to the termination date.
12.2 For Cause. If either party fails to perform any obligation pursuant to
this Agreement and such party fails to cure its nonperformance within 30 days after notice of
nonperformance is given by the non-defaulting party, such party will be in default. In the event
of such default, the non-defaulting party may terminate this Agreement immediately for cause
'and will have all remedies that are available to it at law or in equity including, without limitation,
the remedy of specific performance. If the nature of the defaulting party's nonperformance is
such that it cannot reasonably be cured within 30 days, then the defaulting party will have such
additional periods of time as may be reasonably necessary under the circumstances, provided the
defaulting party immediately (A) provides written notice to the non-defaulting party and (B)
commences to cure its nonperformance and thereafter diligently continues to completion the cure
.of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of
such termination for cause, payment shall be made by the Town to the Consultant for the
undisputed portion of its fee due as of the termination date.
12.3 Due to Work Stoppage. This Agreement may be terminated by the Town
upon 30 days' written notice to Consultant in the event that the Services are permanently
abandoned. In the event of such termination due to work stoppage. payment shall be made by the
'Town to the Consultant for the undisputed portion of its fee due as of the termination date.
12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ.
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REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further
obligations by the Town or any of its departments or agencies if any person significantly
involved in initiating.. negotiating. securing. drafting or creating this Agreement on behalf of the
Town or any of its departments or agencies is, at any time while this Agreement or any extension
of this Agreement is in effect. an employee of any other party to this Agreement in any capacity
or a consultant to any other party of this Agreement with respect to the subject matter of this
Agreement.
12.5 Gratuities. The Town may. by written notice to the Consultant, cancel this
Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future
employment, entertainment, gifts or otherwise. were offered or given by the Consultant or any
agent or representative of the Consultant to any officer. agent or employee of the Town for the
purpose of securing this Agreement. In the event this Agreement is canceled by the Town
pursuant to this provision. the Town shall be entitled, in addition to any other rights and
remedies, to recover and withhold from the Consultant an amount equal to 150%of the gratuity.
12.6 Aereement Subject to Appropriation. The Town is obligated only to pay
its obligations set forth in this Agreement as may lawfully be made from funds appropriated and
budgeted for that purpose during the Town's then current fiscal year. The Town's obligations
under this Agreement are current expenses subject to the "budget law- and the unfettered
legislative discretion of the Town concerning budgeted purposes and appropriation of funds.
Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this
Agreement shall be deemed terminated at the end of the then-current fiscal year term for which
such funds were appropriated and budgeted for such purpose and the Town shall be relieved of
•any subsequent obligation under this Agreement. The parties agree that the Town has no
obligation or duty of good faith to budget or appropriate the payment of the Town's obligations
set forth in this Aereement in any budget in any fiscal year other than the fiscal year in which
this Agreement is executed and delivered. The Town shall be the sole judge and authority in
determining the availability of funds for its obligations under this Agreement. The Town shall
keep Consultant informed as to the availability of funds for this Agreement. The obligation of the
Town to make any payment pursuant to this Agreement is not a general obligation or
indebtedness of the Town. Consultant hereby waives any and all rights to bring any claim against
the Town from or relating in any way to the Town's termination of this Agreement pursuant to
this section.
13. Miscellaneous.
13.1 Independent Contractor. It is clearly understood that each party will act in
its individual capacity and not as an agent. employee, partner, joint venturer. or associate of the
other. An employee or agent of one party shall not be deemed or construed to be the employee or
agent of the other for any purpose whatsoever. The Consultant acknowledges and agrees that the
Services provided under this Agreement are being provided as an independent contractor. not as
an employee or agent of the Town. Consultant. its employees and subcontractors are not entitled
to workers' compensation benefits from the Town. The Town does not have the authority to
supervise or control the actual work of Consultant. its employees or subcontractors. The
Consultant. and not the Town, shall determine the time of its performance of the services
provided under this Agreement so lone as Consultant meets the requirements of its agreed Scope
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PHOENIX 77018-1 477555v1
of Work as set forth in Section 2 above. Consultant is neither prohibited from entering into other
contracts nor prohibited from practicing its profession elsewhere. Town and Consultant do not
intend to nor will they combine business operations under this Agreement.
13.2 Applicable Law: Venue. This Agreement shall be governed by the laws of
the State of Arizona, without regard to conflict of law principles, and any lawsuit pertaining to
this Agreement shall be brought only in the Superior Court of Maricopa County, Arizona, which
shall have exclusive jurisdiction over any such lawsuit.
13.3 Laws and Regulations. Consultant shall keep fully informed and shall at
all times during the performance of its duties under this Agreement ensure that it and any person
for whom the Consultant is responsible abides by, and remains in compliance with, all rules.
,regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the
following: (A) existing and future Town and County ordinances and regulations, (B) existing and
future State and Federal laws and (C) existing and future Occupational Safety and Health
Administration standards.
13.4 Amendments. This Agreement may be modified only by a written
amendment signed by persons duly authorized to enter into contracts on behalf of the Town and
•the Consultant.
13.5 Severability. The provisions of this Agreement are severable to the extent
that any provision or application held to be invalid by a Court of competent jurisdiction shall not
affect any other provision or application of this Agreement which may remain in effect without
the invalid provision or application.
13.6 Entire Aereement: Interpretation: Parol Evidence. This Agreement
represents the entire agreement of the parties with respect to its subject matter, and all previous
agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and
superseded by this Agreement. No representations, warranties, inducements or oral agreements
have been made by any of the parties except as expressly set forth herein, or in any other
contemporaneous written agreement executed for the purposes of carrying out the provisions of
this Agreement. This Agreement shall be construed and interpreted according to its plain
meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting
this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and
utilize legal counsel in the drafting of, review of, and entry into this Agreement.
13.7 Assignment: Delegation. No right or interest in this Agreement shall be
.assigned or delegated by Consultant without prior, written permission of the Town in the Town's
sole and absolute discretion, signed by the Town Manager and no delegation of any duty of
Consultant shall be made without prior, written permission of the Town signed by the Town
Manager. Any attempted assignment or delegation by Consultant in violation of this provision
shall be a breach of this Agreement by Consultant.
13.8 Subcontracts. No subcontract shall be entered into by the Consultant with
any other party to furnish any of the material or services specified herein without the prior
written approval of the Town in the Town's sole and absolute discretion. The Consultant is
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PHOENIX 77018-1 477555v1
responsible for performance under this Agreement whether or not subcontractors are used.
Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material
breach of this Agreement by Consultant.
13.9 Rights and Remedies. No provision in this Agreement shall be construed,
expressly or by implication, as waiver by the Town of any existing or future right and/or remedy
available by law in the event of any claim of default or breach of this Agreement. The failure of
the Town to insist upon the strict performance of any term or condition of this Agreement or to
exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or
the Town's acceptance of and payment for services, shall not release the Consultant from any
responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a
_waiver of any right of the Town to insist upon the strict performance of this Agreement.
13.10 Attorneys' Fees. In the event either party brings any action for any relief,
declaratory or otherwise, arising out of this Agreement or on account of any breach or default
hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys'
fees and reasonable costs and expenses, determined by the court sitting without a jury, which
shall be deemed to have accrued on the commencement of such action and shall be enforced
'whether or not such action is prosecuted through judgment.
13.11 Liens. All materials or services shall be free of all liens and, if the Town
requests, a formal release of all liens shall be delivered to the Town.
13.12 Offset.
•
A. Offset for Damages. In addition to all other remedies at law or
equity, the Town may offset from any money due to the Consultant any amounts
Consultant owes to the Town for damages resulting from breach or deficiencies in
performance or breach of any obligation under this Agreement.
B. Offset for Delinquent Fees. Taxes. or Liens. The Town may offset
• from any money due to the Consultant any amounts Consultant owes to the Town for
delinquent fees. transaction privilege taxes and property taxes, including any interest or
penalties, and for any liens filed against the Town and paid for by the Town.
13.13 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(A) delivered to the party at the address set forth below, (B) deposited in the U.S.
Mail, registered or certified, return receipt requested, to the address set forth below or (C) given
to a recognized and reputable overnight delivery service, to the address set forth below:
If to the Town: Town of Fountain Hills
16705 East Avenue of the Fountains
•
Fountain Hills. Arizona 85268
Attn: Grady E. Miller, Town Manager
With copy to: Town of Fountain Hills
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PHOENIX 77018-1 477555v1
16705 East Avenue of the Fountains
Fountain Hills. Arizona 85268
Ann: Town Attorney
If to Consultant: C&S Sweeping Services. Inc.
P.O. Box 24479
Phoenix. Arizona 85074
Ann: Sam Danielson
or at such other address. and to the attention of such other person or officer. as any party may
designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed
received (A) when delivered to the party. (B) three business days after being placed in the U.S.
Mail. properly addressed. with sufficient postage or (C) the following business day after being
given to a recognized overnight delivery service. with the person giving the notice paying all
required charges and instructing. the delivery service to deliver on the following business day. If
a copy of a notice is also given to a party's counsel or other recipient. the provisions above
governing the date on which a notice is deemed to have been received by a party shall mean and
refer to the date on which the party. and not its counsel or other recipient to which a copy of the
notice may be sent. is deemed to have received the notice.
13.14 Confidentiality of Records. The Consultant shall establish and maintain
procedures and controls that are acceptable to the Town for the purpose of ensuring that
information contained in its records or obtained from the Town or from others in carrying out its
obligations under this Agreement shall not be used or disclosed by it, its agents. officers, or
employees. except as required to perform Consultant's duties under this Agreement. Persons
requesting such information should be referred, to the Town. Consultant also agrees that any
'information pertaining to individual persons shall not be divulged other than to employees or
officers of Consultant as needed for the performance of duties under this Agreement.
13.15 Records and Audit Rights. To ensure that the Consultant and its
subcontractors are complying with the warranty under subsection 13.16 below. Consultant's and
its subcontractors' books. records. correspondence. accounting procedures and practices. and any
.other supporting evidence relating to this Agreement, including the papers of any Consultant and
its subcontractors' employees who perform any work or services pursuant to this Agreement (all
of the foregoing hereinafter referred to as "Records"). shall be open to inspection and subject to
audit and/or reproduction during normal working hours by the Town. to the extent necessary to
adequately permit (A) evaluation and verification of any invoices. payments or claims based on
Consultant's and its subcontractors' actual costs (including direct and indirect costs and overhead
allocations) incurred. or units expended directly in the performance of work under this
Agreement and (B) evaluation of the Consultant's and its subcontractors' compliance with the
Arizona employer sanctions laws referenced in subsection 13.16 below. To the extent necessary
for the Town to audit Records as set forth in this subsection. Consultant and its subcontractors
hereby waive any rights to keep such Records confidential. For the purpose of evaluating or
verifying such actual or claimed costs or units expended. the Town shall have access to said
Records. even if located at its subcontractors' facilities. from the effective date of this Agreement
•for the duration of the work and until three years after the date of final payment by the Town to
Consultant pursuant to this Agreement. Consultant and its subcontractors shall provide the Town
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with adequate and appropriate workspace so that the Town can conduct audits in compliance
with the provisions of this subsection. The Town shall give Consultant or its subcontractors
reasonable advance notice of intended audits. Consultant shall require its subcontractors to
comply with the provisions of this subsection by insertion of the requirements hereof in any
subcontract pursuant to this Agreement.
13.16 E-verifv Requirements. To the extent applicable under ARIZ. REV. STAT. §
41.4401. the Consultant and its subcontractors warrant compliance with all federal immigration
laws and regulations that relate to their employees and their compliance with the E-verify
requirements under ARIZ. REV. STAT. § 23-214(A). Consultant's or its subcontractor's failure to
comply with such warranty shall be deemed a material breach of this Agreement and may result
in the termination of this Agreement by the Town.
13.17 Israel. Consultant certifies that it is not currently engaged in, and agrees
for the duration of this Agreement that it will not engage in a "boycott." as that term is defined in
ARIZ. REV. STAT. § 35-393. of Israel. y y
13.18 Conflicting Terms. In the event of any inconsistency. conflict. or
ambiguity among the terms of this Agreement and the Scope of Work, the documents shall
govern in the order listed herein.
13.19 Non-Exclusive Contract. This Agreement is entered into with the
understanding and agreement that it is for the sole convenience of the Town. The Town reserves
the right to obtain like goods and services from another source when necessary.
13.20 Public Records. Consultant acknowledges that the Town is a public entity,
subject to Arizona's public records law (A.R.S. § 39-121 et seq.) and that any documents related
to this Agreement may be subject to disclosure pursuant to state law in response to a public
records request. subpoena. or other judicial process.
13.20.01 Trade Secrets Statement. If Consultant believes documents
related to its work pursuant to the Agreement contain trade secrets or other proprietary data.
Consultant must provide notice to the Town at the time the documents are provided to the Town.
and include with the notification a statement that explains and supports Consultant's claim.
Consultant also must specifically identify the trade secrets or other proprietary data that
.Contractor believes should remain confidential.
13.20.01 Notice of Records Request. In the event the Town determines it
is legally required to disclose any documents subject to a Trade Secrets Statement as defined in
section 13.20.01. the Town. to the extent possible in its sole and absolute discretion. will provide
Consultant with prompt written notice by fax. email. or certified mail so that Consultant may
seek a protective order from a court having jurisdiction over the matter or obtain other
appropriate remedies. The written notice will include a time period for Consultant to seek court
ordered protection or other legal remedies. If Consultant does not obtain such court ordered
protection by the expiration of the time period. the Town may release the documents subject to
the Trade Secrets Statement without further notice to Consultant.
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•
IN WITNESS WHEREOF. the parties hereto have executed this Agreement as of
the date and year first set forth above.
"Town"
TOWN OF FOUNTAIN HILLS.
an Arizona municipal corporation
Cil"J g
(41S1' Grady E. Miller. ow Manager
ATTEST:
lizabe rke. Town Clerk
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On At44u5-t' .2.t . 2018. before me personally appeared Grady E. Miller, the
•Town Manager of the TOWN OF FOUNTAIN HILLS. an Arizona municipal corporation. whose
identity was proven to me on the basis of satisfactory evidence to be the person who he claims to
be. and acknowledged that he signed the above document. on behalf of the Town of Fountain
Hills.
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[SIGNATURES CONTINUE ON FOLLOWING PAGE]
12
PHOENIX 77018-1 477555v1
EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
C&S SWEEPING SERVICES. INC.
[Scope of Services]
See following pages.
PHOENIX 77018-1 477555v1
C&S Sweeping Services, Inc.
stn(
c� WE`ff, Denver, CO ♦ Phoenix, AZ ♦ Tucscrl, AZ
eSN
6375 N Colorado Blvd. PO Box 24479 2650 W.Verbena Ave.
Pik E P$11
o Com erce CO,CO 80322 Phoenix.AZ 850744479 Tucson,AZ 65705
&G- Phane:303-286-9920 Phone 602-252-9471 Phone.520-622-5326
csrn� Fax 303-286-6574 Fax:602-252-9216 Fax 520-622-5327
Toll Free:1-800-265-6882
Tuesday, July 10, 2018
Town of Fountain Hills
16705 Avenue of the Fountains
Fountain Hills, Arizona 85268
Justin T. Welds
Public Works Director
jweldy@fh.az.eov
Hi Justin.
Thank you for the opportunity to extend our contract. Please call me if you have any questions.
Contracted Sweeping
17.6 Center Line Miles. every two weeks frequency $53.96 CLM, $949.69 each sweep
132.4 Center Line Miles even' 8 weeks frequency S53.96 CLM, $7144.30 each sweep
Storm Damage/Special Sweeping/ Emergency
Monday—Thursday 6:00 AM to 4:00 PM $97.29 per hour
Monday—Thursday 4:00 PM to 6:00 AM Friday and Weekends $104.29 per hour
A 4-hour minimum applies, includine one-way travel of 1-hour. Sweepine time will be
calculated to the nearest 30-minutes.
Thank you for your patronaee.
�S7i�n-cerely,
sreaccseR v�n
a&i?.bact
Operations Manaeer
"Consultant"
C&S SWEEPING SERVICES, INC.
By: A/42am A1/4724"e4e,27
Name: J/Pa/f12r a/4 eIsm
Its: (-c.c/'r4-Arima
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
• ) ss.
COUNTY OF MARICOPA )
On ) o2V , 2018, before me personally appeared J &4cb6/0/ oo
the 7 =0 of C&S Sweeping Services. Inc., an Arizona corporation, whose
identity was pro\:n to me on the basis of satisfactory evidence to be the person who he/she
'claims to be, and acknowledged that he/she signed the above docu -nt, on behalf of C&S
Sweeping Services, Inc..
L�:a/v 0
/LS
Notary Public
(Affix notary seal here)
m,, ANABEL LEE
G=� Notary Art
Elic. State of A riaona
�'', --',� Maricopa County
f / My Commission Expires
July02, 2022
13
.PHOENIX 77018-1 477555v1
REQUEST FOR LEGAL SERVICES
Name/Phone Number/E-mail of Requestor: Date of Request:6/25/2018
Justin T. Wedly Date Director Approved
602-721-2646 jweldy@fh.azgov 6/25/2018 Request:
Procurement Approval by: Craig Rudolphy Due Date (From Town Attorney's office):
6/26/2018 7/11/2018
Yes 0 No: 0-Contact Finance Director • Deadline for return of request from Legal is 10
business days after Procurement Approval.
Council Meeting Date: Click here to enter a date. • Deadline for completed packet items submitted to
the Town Clerk - 12 PM the Wednesday 2 weeks
Item does not require Council approval ® prior to the date of the Council meeting.
Request for Legal staff: Prepare a short term contract(four months) for street sweeping in the amount not to
exceed $20,000.00.
Using the attached documents (CPA C2014-101)as guidance, terms, conditions, and pricing.
Proposed Agenda Language (if applicable): Consent Agenda Item 0 Regular Agenda Item❑
CONSIDERATION of
Vendor/Consultant/Agreement/Agency Information:
Contact Name: Sam Danielson, Operations Manager
Entity Name: C&S Sweeping services, Inc.
Entity Address: P.O. Box 24479, Phoenix,AZ 85074
Entity Phone, Fax and E-mail address: 602-252-9471, pam(g7candssweepinq.com
Town of Fountain Hills Business License Number: 5911
Arizona Corporation Commission File Number: 07179014
Documents Requested: 0 PA(Purchase)/Amendment
❑ Ordinance# (Draft attached Y//N) 0 IFB(Invitation for Bid)
Publication Dates for Zoning Actions: 0 RFQ (Request for Qualifications)
❑ Resolution#_(Draft attached Y//N) ❑ RFP(Request for Proposals)
❑ Easement (Specify Type) 0 CSA(Construction)/Amendment
❑ Deed_(Specify Type) El OSP
❑ IGA/Amendment(Corresponding Resolution Required) 0 Cooperative Purchasing Agreement Approval
❑ PSA/Amendment 0 Other Short Term contract
Required Contract/Agreement Information:
Method of Vendor Selection:Co-op
Term of Contract/Agreement:Four months,July 16, 2018- November 15, 2018
Contract Amount(this contract):20.000.00 Cumulative Contract Amount:20 000.00
Brief description of services/goods being sought: Street Sweeping
Contract#assigned: C2019-014
Funding Source: HURF Project No.
Budget Transfer Required:_; if yes,attach appropriate documentation
Staff Check List:
A"request for legal services form"will be retumed if submitted without the necessary information and attachments.
'Scope of Work or Specifications Attached *OSP Document Attached
'Fee Proposal or Price Sheet Attached 'Underlying Cooperative Purchasing Agreement Attached
*Proposal or Statement of Qualifications from Vendor Attached
'Bid/RFQ/RFP Schedule Attached
Finance requires a"contract cover sheet'prior to processing the approved/signed contract/agreement for payment(s).
g:\slrees\fy 18-19\rfls new contract c&s.docx Rev. 122016
CJAT AIN y,'
/ A CONTRACT/GRANT INFORMATION SHEET- NEW CONTRACT
n
Q'
b •: Date: 6/25/2018
Staff's Name:Justin T. Weldy Department: Public Works
Vendor's C&S Sweeping Vendor Number: 1252
Address: 13771 PO Box 24479 Phoenix AZ 85074
Phone: 602-252-9471
Received W9 (if applicable): ® Y ® N
Business License # (if applicable): 5911 Exp. Date: 9/30/2016
ACCOUNTING SUMMARY Org Object Project/# $
Accounting Code: ENVAD 6412
Accounting Code:
Accounting Code:
TBD(used for variety of different VARIOUS
things/departments):
CONTRACT SUMMARY
Contract Number Assigned: C2019-014
Contract Total: $20.000.00
Brief Description of Service: Street Sweeping
If Renewable: Original Total #of Renewals Max: 0
FY Cumulative Vendor Totals: Does this Contract put it over$30,000 ❑ Yes ® No
Contract Beginning Date: 17/12/2018
Contract Expiration Date: 111/12/2018
Budgeted Expenditure: I Z Yes ❑ No
Budget Page#: 1315
Approved by Council: ❑ Yes; Date: ® No
Insurance Certificate provided: ® Yes ❑ No ❑ N/A
Warranty Period: ❑ Yes ® No If Yes, expires Click here to enter a date.
Estimate Start Date: 7/14/2018
Estimate Completion Date: 11/12/2018
GRANT SUMMARY
Paid for by Grant: ❑ Yes ❑ No
Name of Grantee:
Grant Number Assigned: Resolution Number:
Date Council Approved:
Revised 4/28/16