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HomeMy WebLinkAboutC2020-072 - Consolidated Electric Contract No. 2020-072 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND CONSOLIDATED ELECTRICAL DISTRIBUTORS,INC. THIS PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is entered into as of April 7, 2020, between the Town of Fountain Hills, an Arizona municipal corporation(the "Town"), and Consolidated Electrical Distributors, Inc., an Arizona corporation (the "Contractor"). RECITALS A. Following a testing period with WE-EF Lighting USA("WE-EF")to test illumination products at the base of the Fountain in Fountain Park,the Town and WE-EF determined that WE-EF's 5CE+Primer Corrosion Protection System is preferred to ensure longevity and minimize necessity of additional illumination products at the base of the Fountain. B. The Contractor is the sole distributor of WE-EF products in Arizona. C. Pursuant to Section 3-3-26 of the Town of Fountain Hills Town Code and Section 11 of the Town of Fountain Hills Procurement Policy,the Town has determined that an agreement with Contractor is necessary to provide 5CE+ Primer Corrosion Protection System parts and warranty services (the"Materials and Services"). AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference,the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Contractor hereby agree as follows: 1. Term of Agreement.This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until April 6, 2021 (the "Initial Term"), and shall automatically renew for one successive one-year term (a "Renewal Term") unless terminated as otherwise provided in this Agreement. The Initial Term and Renewal Term are collectively referred to herein as the"Term." Upon renewal,the terms and conditions of this Agreement shall remain in full force and effect. 2. Scope of Work. The Contractor shall provide the Materials and Services as set forth in the Contractor's Proposal, attached hereto as Exhibit A and incorporated herein by reference. 1 3. Compensation and Payments. The Town shall pay Contractor an aggregate amount not to exceed$90,000.00. 4. Contractor Personnel. Contractor shall provide adequate, experienced personnel, capable of and devoted to the successful performance of the Services under this Agreement. Contractor agrees to assign specific individuals to key positions. Contractor agrees that, upon commencement of the Services to be performed under this Agreement,key personnel shall not be removed or replaced without prior written notice to the Town. If key personnel are not available to perform the Services for a continuous period exceeding 30 calendar days, or are expected to devote substantially less effort to the Services than initially anticipated, Contractor shall immediately notify the Town of same and shall, subject to the concurrence of the Town, replace such personnel with personnel possessing substantially equal ability and qualifications. 5. Acceptance. All work shall be subject to acceptance by the Town at reasonable times during Contractor's performance. The Contractor shall provide and maintain a self- evaluation system that is acceptable to the Town. 6. Licenses. Contractor shall maintain in current status all federal, state and local licenses required for the operation of the business conducted by the Contractor. The Town has no obligation to provide Contractor or its employees or contractors any business registrations or licenses required to perform the specific services set forth in this Agreement. 7. 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. 8. 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. 9. Insurance. 9.1 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 authorized to do business in the 2 State of Arizona pursuant to ARIz. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town. Failure to maintain insurance as specified herein may result in termination of this Agreement at the Town's option. B. No Representation of Coverage Adequacy. By requiring insurance herein, the Town does not represent that coverage and limits will be adequate to protect 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, 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 3 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 agreements with its subcontractors containing the indemnification provisions set forth in this Section and insurance requirements set forth herein protecting the Town and Contractor. Contractor shall be responsible for executing any agreements with its subcontractors and obtaining certificates of insurance verifying the insurance requirements. J. Evidence of Insurance. Prior to commencing any work or services under this Agreement, Contractor will provide the Town with suitable evidence of insurance in the form of certificates of insurance and a copy of the declaration page(s) of the insurance policies as required by this Agreement, issued by Contractor's insurance insurer(s) as evidence that policies are placed with acceptable insurers as specified herein and provide the required coverages, conditions and limits of coverage specified in this Agreement and that such coverage and provisions are in full force and effect. Confidential information such as the policy premium may be redacted from the declaration page(s) of each insurance policy, provided that such redactions do not alter any of the information required by this Agreement. The Town shall reasonably rely upon the certificates of insurance and declaration page(s) of the insurance policies as evidence of coverage but such acceptance and reliance shall not waive or alter in any way the insurance requirements or obligations of this Agreement. If any of the policies required by this Agreement expire during the life of this Agreement,it shall be Contractor's responsibility to forward renewal certificates and declaration page(s) to the Town 30 days prior to the expiration date. All certificates of insurance and declarations required by this Agreement shall be identified by referencing this Agreement. A $25.00 administrative fee shall be assessed for all certificates or declarations received without the appropriate 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 page(s) shall specifically include the following provisions: (1) The Town, its agents,representatives, officers, directors, officials and employees are Additional Insureds as follows: (a) Commercial General Liability—Under Insurance Services Office, Inc., ("ISO")Form CG 20 10 03 97 or equivalent. (b) Auto Liability—Under ISO Form CA 20 48 or equivalent. (c) Excess Liability— Follow Form to underlying insurance. 4 (2) Contractor'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 Contractor under this Agreement. (4) ACORD certificate of insurance form 25 (2014/01) is preferred. If ACORD certificate of insurance form 25(2001/08)is used,the phrases in the cancellation provision"endeavor to"and"but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives" shall be deleted. Certificate forms other than ACORD form shall have similar restrictive language deleted. 9.2 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. 5 C. Professional Liability. If this Agreement is the subject of any professional services or work, or if the Contractor engages in any professional services or work adjunct or residual to performing the work under this Agreement,the Contractor shall maintain Professional Liability insurance covering negligent errors and omissions arising out of the Services performed by the Contractor,or anyone employed by the Contractor,or anyone for whose negligent acts, mistakes, errors and omissions the Contractor is legally liable, with an unimpaired liability insurance limit of $2,000,000 each claim and $2,000,000 annual aggregate. D. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Contractor's employees engaged in the performance of work or services under this Agreement and shall also maintain Employers Liability Insurance of not less than$500,000 for each accident,$500,000 disease for each employee and$1,000,000 disease policy limit. 9.3 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. 10. Termination; Cancellation. 10.1 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. 10.2 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 Contractor for the undisputed portion of its fee due as of the termination date. 10.3 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. 6 10.4 Conflict of Interest. This Agreement is subject to the provisions of ARE. 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. 10.5 Gratuities. The Town may, by written notice to the Contractor, cancel this Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future employment, entertainment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer, agent or employee of the Town for the purpose of securing this Agreement. In the event this Agreement is 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 Contractor an amount equal to 150%of the gratuity. 10.6 Agreement 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 Agreement 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 Contractor 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. Contractor 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. 11. Miscellaneous. 11.1 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 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 7 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. 11.2 Applicable Law;Venue. This Agreement shall be governed by the laws of the State of Arizona and suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 11.3 Laws and Regulations. 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 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. 11.4 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 Contractor. 11.5 Provisions Required by Law. Each and every provision of law and any clause required by law to be in this Agreement will be read and enforced as though it were included herein and,if through mistake or otherwise any such provision is not inserted,or is not correctly inserted, then upon the application of either party, this Agreement will promptly be physically amended to make such insertion or correction. 11.6 Severability. The provisions of this Agreement are severable to the extent that any provision or application held to be invalid by a Court of competent jurisdiction shall not affect any other provision or application of this Agreement which may remain in effect without the invalid provision or application. 11.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement represents the entire agreement of the parties with respect to its subject matter, and all previous agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and superseded by this Agreement. No representations, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein, or in any other contemporaneous written agreement executed for the purposes of carrying out the provisions of this Agreement.This Agreement shall be construed and interpreted according to its plain meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting this Agreement. The parties acknowledge and agree that each has had the opportunity to seek and utilize legal counsel in the drafting of,review of, and entry into this Agreement. 11.8 Assignment; Delegation. No right or interest in this Agreement shall be assigned or delegated by Contractor 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. 8 11.9 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. Failure to pay subcontractors in a timely manner pursuant to any subcontract shall be a material breach of this Agreement by Contractor. 11.10 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. 11.11 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. 11.12 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. 11.13 Offset. A. Offset for Damages. In addition to all other remedies at law or equity,the Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for damages resulting from breach or deficiencies in performance or breach of any obligation under this Agreement. B. Offset for Delinquent Fees or Taxes.The Town may offset from any money due to the Contractor any amounts Contractor owes to the Town for delinquent fees, transaction privilege taxes and property taxes, including any interest or penalties. 11.14 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if(A)delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified,return receipt requested,to the address set forth below or(C) given to a recognized and reputable overnight delivery service,to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager 9 With copy to: Pierce Coleman PLLC 7730 East Greenway, Suite 105 Scottsdale, Arizona 85260 Attn: Aaron D. Arnson, Esq. If to Contractor: CED- Scottsdale 14855 North 78th Way Scottsdale, Arizona 85260 Attn: Alan Wilson 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. 11.15 Confidentiality of Records. The Contractor shall establish and maintain procedures and controls that are acceptable to the Town for the purpose of ensuring that information contained in its records or obtained from the Town or from others in carrying out its obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or employees, except as required to perform Contractor's duties under this Agreement. Persons requesting such information should be referred to the Town. Contractor also agrees that any information pertaining to individual persons shall not be divulged other than to employees or officers of Contractor as needed for the performance of duties under this Agreement. 11.16 Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under subsection 11.17 below, Contractor's and its subcontractor's books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors' employees who perform any work or services pursuant to this Agreement (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 Contractor's and its subcontractors' actual costs (including direct and indirect costs and overhead allocations)incurred,or units expended directly in the performance of work under this Agreement and (B) evaluation of the Contractor's and its subcontractors' compliance with the Arizona employer sanctions laws referenced in subsection 11.17 below. To the extent necessary for the Town to audit Records as set forth in this subsection, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even 10 if located at its subcontractors' facilities,from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this subsection.The Town shall give Contractor or its subcontractors reasonable notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 11.17 E-verify Requirements. To the extent applicable under ARIz. REV. STAT. § 41-4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIz. REV. STAT. § 23-214(A). Contractor's or its subcontractor's failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 11.18 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Scope of Work, any Town-approved Purchase Order, or the Fee Proposal, the documents shall govern in the order listed herein. 11.19 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. 11.20 Israel. Contractor certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a boycott of Israel, as that term is defined in ARIz. REV. STAT. § 35-393. [SIGNATURES ON FOLLOWING PAGES] 11 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 a 0 .' Grady E. Mille wn Manager ATTEST: . .A _ i F C419.1: _ izabeth s Bur e, Town erk IiiAPP ED AS TO FORM: aron D. Arnson, Town torney (ACKNOWLEDGEMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) This instrument was acknowledged before me on 9 , 2020, by Grady E. Miller, the Town Manager of the TOWN OF FO TA1N HILLS, an Arizona municipal corporation, on behalf of the Town of Fountain Hills. JAMIE SALENTINE Notary Public-State of ArizQ S r MARICOPA COUNTY Otantkf k^ Commission#550103 a Expires Jury 11,2022 Notary Public in and for the State of Arizona (affix notary seal here) 12 "Contractor" CONSOLIDATED ELECTRICAL DISTRIBUTORS, INC., an Arizona corporation "'- Name: 3 VO?r Its: Q,,,Qr-cjah i 7[Gns {� (ACKNOWLEDGEMENT) STATE OFt ;p�,,jr ) )ss. COUNTY ON'' f C i>4) This instrument was acknowledged before me on ,2020,by3i-N K,Eiij -kE-t as the (' ='u.f TtOtd 14JL1f CONSOLIDATED ELECTRICAL DISTRIBUTORS, INC., an Arizona corporation,on behalf of the corporation. Notary Public in n for the State of irAtillokAA (affix notary seal here) - — - - -- - - _ Lem •it^QN se d,wwoo AW kuno3 Rq euortiy -3And.W4OM R ' 811.1VM63ta f iA0N44 ?�ti�sr01..4 I EXHIBIT A TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND CONSOLIDATED ELECTRICAL DISTRIBUTORS, INC. [Contractor's Proposal] Date: Mar 6, 2020 Quote: AZ19-71084-2 Quote Arizona Page 1/2 Lighting Arizona Lighting Sales, Inc. Sales, Inc 2001 W. Alameda Dr., Suite 101 Tempe AZ 85282 Phone: (602)414-9897 Fax: (602)454-8470 From: MARK McKERN Project TOWN OF FOUNTAIN HILLS - Quoter Ph: (602) 454-8490 FOUNTAIN LIGHTING Email: markm@arizonalightingsales.com Location FOUNTAIN HILLS AZ Quote AZ19-71084-2 To: Alan Wilson For CED - SCOTTSDALE Bid Date Aug 20, 2019 14855 N. 78th WAY Expires Apr 6, 2020 SCOTTSDALE AZ 85260 Phone: (480) 948-3211 Fax: (480) 948-8391 EMail: alanw@cedscottsdale.com QTY Type MFG Part Price UQ ExtPrice 4 WE-EF 667-6127 FLC260 LED CC[N]IP66 36LED/126W/RGBW Line Note: (on fountain)-FLC260-CC[N]36LED/126W/RGBW 120/277V- MOD 316 stainless steel Finish:5CE+Primer RALXXXX 6 WE-EF 667-6127 FLC260 LED CC[N]IP66 36LED/126W/RGBW Line Note: (3)on each bank-FLC260-CC[N]36LED/126W/RGBW 120/277V- MOD 316 stainless steel Finish:5CE+Primer RALXXXX 6 WE-EF 667-9265 FLC260 LED SNOOT Line Note: (3)on each bank-ET-FLC260 LED Snoot W/frame Finish:5CE+Primer RALXXXX 4 WE-EF 400-9009 Line Note: DMX Wireless Transceiver consists of(1)transmitter&(3) receiver 1 WE-EF 400-9002 Line Note: DMX Touchpanel Controller Nicolaudie CW4 3 WE-EF 400-9008 Line Note: DMX Termination Plug 200 WE-EF 400-9013 - Line Note: 200'ft of wire: PWR+DMX cable, 14/3C+22/3C The electrician should review to determine the required length. WE-EF COMMISSIONING Line Note: includes a WE-EF staff member overseeing the installation and set-up Total: 1g,«)o Terms and conditions of sale: IMPORTANT TO NOTE: 50% DEPOSIT REQUIREMENT with orders placed with METEOR LIGHTING LUMOS VLT JLC TECH We do not take responsibility for voltages or determining if multiple ballasts are required for switching. It is the responsibility of the distributor to determine and verify these. Fixtures do 2001 W.Alameda Drive,Suite 101,Tempe,Arizona 85282 MARK McKERN Page 1/2 Date: Mar 6, 2020 Quote: AZ19-71084-2 Quote Arizona Page 2/2 Lighting Arizona Lighting Sales, Inc. Sales, Inc 2001 W. Alameda Dr., Suite 101 Tempe AZ 85282 Phone: (602) 414-9897 Fax: (602)454-8470 From: MARK McKERN Project TOWN OF FOUNTAIN HILLS - Quoter Ph: (602) 454-8490 FOUNTAIN LIGHTING Email: markm@arizonalightingsales.com Location FOUNTAIN HILLS AZ Quote AZ19-71084-2 not include lamps. Fixtures are shipped with standard finishes unless specifically noted. This quote does not include any addendums unless otherwise noted. Based on manufacturer's standard terms and conditions. We do not take responsibility for linear runs. It is the responsibility of the distributor and/or contractor to determine and verify these. Prices not guaranteed after 30 days. ...STANDARD FREIGHT TERMS APPLY... ...ADD FREIGHT FOR PRESHIPMENT OF ANCHOR BOLTS... ...STANDARD MANUFACTURER COLORS ARE QUOTED... ...STANDARD MANUFACTURER WARRANTIES APPLY... ...SPARES NOT INCLUDED UNLESS LISTED ABOVE... 2001 W.Alameda Drive,Suite 101,Tempe,Arizona 85282 MARK McKERN Page 2/2 SOLE SOURCE JUSTIFICATION FORM (FHPP11.1B) This form must be provided with all sole source procurement requests. Please provide detailed information on all questions. Product or service requested: Colored LED Lighting for the fountain at Fountain Park Vendor: CED Scottsdale (Arizona Lighting Sales, WE-EF) 1. How was it determined that this commodity or service is a sole source? Provide all documentation relevant to method for sole source determination. • No Responsive Proposals to: o Competitive Solicitation Process o Advertisement of Town Need in the Town Newspaper of Record o Formal Request for Information • Other (Please provide information below describing the method used) Staff worked with WE-EF to do a weeklong study at the fountain to test the product recommended for use to illuminate and color the fountain at night. Through this process, staff were able to reduce the number of fixtures required, test durability under the harsh environment at the base of the fountain and found the product had several unique longevity designs that justified sole source justification. Please see attached sheet. 2. Why is no other commodity or service suitable to meet your requirements? • Not compatible with existing equipment. Please provide additional details. • Request is for testing purposes. Please describe the basis for the tests and benefit to the Town expected. (Sole source requests for testing purposes do not substantiate a sole source for additional requirements.) • Unique knowledge or skills. Please provide specific information that describes why this knowledge or skill is considered unique. WE-EF is the only company using 5CE+ Primer corrosion protection system. Please see attached information for unique product designs and capabilities • To prevent voiding a warranty or guarantee. What is the duration of the warranty or guarantee and what terms require approval of this sole source request? 2054355.1/FHPP11.1B 1 of 3 Requesting Employee A :.„7„.._ Date: /i 5h—ea° Department Head Approval Date: 1/i 3 Procurement Approval � "" Date: a/ i ) a O Finance Department Approval(---- ________D . 0� Date: a• IS. 420 Town Manager Approval , v Date: 2 ' I, ' 20 2054355.1/FHPP11.18 3 of 3 The Control System Wireless control 1. Installation Savings. The fountain has an existing power supply. Wireless control will mean that the electrician does not have to run additional control wires out to the fountain. 2. WE-EF works with LUMENRADIO, a Swedish company that we work with world wide. There system can integrate with any non-proprietary DMX control system and is capable of controlling luminaires at the Fountain and on the back from a central wireless transmitter at the Pump Station. 3. We have successfully tested the Lumen Radio wireless system at the fountain and have found it to work over the distances needed. 4. The Lumen Radio system is provided in an IP67 rated (wet listed)vandal resistant housing.