HomeMy WebLinkAbout2020.0407.TCRM.Packet
NOTICE OF MEETING
REGULAR MEETING
FOUNTAIN HILLS TOWN COUNCIL
Mayor Ginny Dickey
Vice Mayor Mike Scharnow
Councilmember Dennis Brown
Councilmember Sherry Leckrone
Councilmember Alan Magazine
Councilmember David Spelich
Councilmember Art Tolis
TIME:5:30 P.M. – REGULAR MEETING
WHEN:TUESDAY, APRIL 7, 2020
WHERE:FOUNTAIN HILLS COUNCIL CHAMBERS
16705 E. AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ
Councilmembers of the Town of Fountain Hills will attend either in person or by telephone conference call; a quorum of the
Town’s various Commission, Committee or Board members may be in attendance at the Council meeting.
PUBLIC NOTICE
Due to the COVID-19 pandemic, meetings of the Fountain Hills Town Council will be closed to the
public. Previous items that may have been of interest for public comment or were not directly related
to the operation of the Town have been removed from the agenda. As always, the meeting will be
broadcast live on Cox Channel 11 and streamed from the internet at www.fh.az.gov/live.
If you wish to listen to the meeting, please join the meeting from your computer, tablet or smartphone
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MEETING AGENDA
MEETING AGENDA
COMMENT ON ANY OF THE FOLLOWING AGENDA ITEMS HERE
NOTICE OF OPTION TO RECESS INTO EXECUTIVE SESSION
Pursuant to A.R.S. §38-431.02, notice is hereby given to the members of the Town Council, and to the general public, that at
this meeting, the Town Council may vote to go into executive session, which will not be open to the public, for legal advice and
discussion with the Town's attorneys for legal advice on any item listed on the following agenda, pursuant to A.R.S.
§38-431.03(A)(3).
1.CALL TO ORDER AND PLEDGE OF ALLEGIANCE – Mayor Dickey
2.MOMENT OF SILENCE
3.ROLL CALL – Mayor Dickey
4.REPORTS BY MAYOR, COUNCILMEMBERS AND TOWN MANAGER
5.CONSENT AGENDA ITEMS
All items listed on the Consent Agenda are considered to be routine, noncontroversial matters and will be enacted
by one motion of the Council. All motions and subsequent approvals of consent items will include all
recommended staff stipulations unless otherwise stated. There will be no separate discussion of these items unless
a councilmember or member of the public so requests. If a councilmember or member of the public wishes to
discuss an item on the Consent Agenda, he/she may request so prior to the motion to accept the Consent Agenda
or with notification to the Town Manager or Mayor prior to the date of the meeting for which the item was
scheduled. The items will be removed from the Consent Agenda and considered in its normal sequence on the
agenda.
A.CONSIDERATION OF approving the meeting minutes of the Council Retreat of February 25,
2020, the Special Meeting of March 17, 2020, and the Regular Meeting of March 17, 2020.
B.CONSIDERATION OF approving a Liquor License Application for Pizza Hut, located at 13693 N
Fountain Hills Boulevard #103, Fountain Hills, Arizona, for a Series 10 (Beer and Wine Store)
license.
C.CONSIDERATION OF ratifying the Town Manager's emergency approval of a Professional
Services Agreement (Contract No. 2020-071), with Wood Patel & Associates for engineering
design services for the Panorama Drive storm drain replacement.
D.CONSIDERATION OF (1) Adopting Resolution 2020-05, abandonment of a portion of the
existing Eagle Ridge Drive right-of-way and appurtenant easements, north of Harmony Lane in
Adero Canyon; and (2) Adopting Resolution 2020-10, dedication of new right-of-way and
easements for Eagle Ridge Drive, north of Harmony Lane in Adero Canyon.
Town Council Regular Meeting of April 7, 2020 2 of 3
E.CONSIDERATION OF adopting Resolution 2020-14 approving an Intergovernmental
Agreement with the Maricopa County Flood Control District for Golden Eagle Park
Dam, Debris Mitigation Improvements.
F.CONSIDERATION OF approval of Professional Services and Employment Agreement between
the Town of Fountain Hills and Robert E. Melton for the position of Presiding Judge of the
Fountain Hills Municipal Court.
6.REGULAR AGENDA
A.CONSIDERATION OF approving a Cooperative Purchase Agreement 2020-076 with Level 3
Audio Visual LLC for the replacement of council chambers audio and video equipment.
B.CONSIDERATION OF Approving the Professional Service Agreement with Consolidated
Electrical Distributors, Inc., Contract No. 2020-072.
7.COUNCIL DISCUSSION/DIRECTION to the TOWN MANAGER
Item(s) listed below are related only to the propriety of (i) placing such item(s) on a future agenda for action, or
(ii) directing staff to conduct further research and report back to the Council.
8.ADJOURNMENT
CERTIFICATE OF POSTING OF NOTICE
The undersigned hereby certifies that a copy of the foregoing notice was duly posted in accordance with the statement filed
by the Town Council with the Town Clerk.
Dated this ______ day of ____________________, 2020.
_____________________________________________
Elizabeth A. Burke, MMC, Town Clerk
The Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call 480-816-5199 (voice) or
1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in the meeting or to obtain
agenda information in large print format. Supporting documentation and staff reports furnished the Council with this agenda are available for
review in the Clerk's Office.
Town Council Regular Meeting of April 7, 2020 3 of 3
ITEM 5. A.
TOWN OF FOUNTAIN HILLS
STAFF REPORT
Meeting Date: 04/07/2020 Meeting Type: Town Council Regular Meeting
Agenda Type: Consent Submitting Department: Administration
Prepared by: Elizabeth A. Burke, Town Clerk
Staff Contact Information: Grady E. Miller, Town Manager
Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF approving
the meeting minutes of the Council Retreat of February 25, 2020, the Special Meeting of March 17,
2020, and the Regular Meeting of March 17, 2020.
Staff Summary (Background)
The intent of approving meeting minutes is to ensure an accurate account of the discussion and action
that took place at the meeting for archival purposes. Approved minutes are placed on the Town's
website and maintained as permanent records in compliance with state law.
Related Ordinance, Policy or Guiding Principle
N/A
Risk Analysis
N/A
Recommendation(s) by Board(s) or Commission(s)
N/A
Staff Recommendation(s)
Staff recommends approving the minutes of the Council Retreat of February 25, 2020, the Special
Meeting of March 17, 2020, and the Regular Meeting of March 17, 2020.
SUGGESTED MOTION
MOVE to approve the minutes of the Council Retreat of February 25, 2020, the Special Meeting of
March 17, 2020, and the Regular Meeting of March 17, 2020.
Attachments
2020.0225.TCRET.Minutes
2020.0317.TCSMES.Minutes
2020.0317.TCRM.Minutes
Form Review
Inbox Reviewed By Date
Finance Director David Pock 03/26/2020 02:18 PM
Town Attorney Aaron D. Arnson 03/26/2020 02:54 PM
Town Manager Grady E. Miller 03/26/2020 03:37 PM
Town Clerk (Originator)Elizabeth A. Burke 03/31/2020 10:15 AM
Finance Director Elizabeth A. Burke 03/31/2020 10:16 AM
Town Manager Elizabeth A. Burke 03/31/2020 10:16 AM
Form Started By: Elizabeth A. Burke Started On: 03/26/2020 02:00 PM
Final Approval Date: 03/31/2020
TOWN OF FOUNTAIN HILLS
MINUTES OF THE COUNCIL RETREAT
OF THE FOUNTAIN HILLS TOWN COUNCIL
FEBRUARY 25, 2020
1.CALL TO ORDER – Mayor Dickey
Mayor Dickey called the Retreat to order at 9:01 a.m.
2.ROLL CALL – Mayor Dickey
Present: Mayor Ginny Dickey; Vice Mayor Sherry Leckrone; Councilmember Mike Scharnow;
Councilmember Art Tolis; Councilmember Dennis Brown; Councilmember Alan Magazine;
Councilmember David Spelich
Staff
Present:
Grady E. Miller, Town Manager; Aaron D. Arnson, Town Attorney; Elizabeth A. Burke, Town
Clerk; ;
3.Council Retreat Overview
Mayor Dickey said that there had been a few comments about the layout of the room and the
audience having the back of the Councilmembers facing them. She said that last year they heard
complaints that the audience could not hear the Council speak and could not see the presentations.
Additionally, Mr. Ciccarone has provided more microphones so it easier to hear them. She added that
it was being taped and will be posted on the website.
Mr. Miller noted that packets this year were prepared using AgendaQuick, which provided a staff
report on each item. He said that they kept the lighter items at the beginning of the retreat.
Mayor Dickey thanked everyone present. She said that this was an opportunity to step back, assess
and look to the future. She thanked the Town Manager and staff for the agenda which was clear and
had careful preparation. She also appreciated the Council's engagement. She understood it was
difficult to get away for a whole day. She added that Councilmember Scharnow had submitted some
topics for consideration and she believed they have been incorporated into those listed on the
agenda.
4.Town Council assignments to attend and represent the Town of Fountain Hills in regional
organizations
Mayor Dickey said that they have had Councilmembers taking on responsibilities on boards of various
organizations. She has had a couple of requests to do something different, so she wanted to know if
anyone had any comments, or if they should wait until after the election when new members will be
on the Council.
Councilmember Magazine said that he would be willing to go to the Domestic Violence committee at
the League. He said that he also sits on GPEC (Greater Phoenix Economic Council) Board. He said they
would send them information on companies that may want to locate in Fountain Hills, but are not
able because there are no facilities or land available. He said that they could continue to be members,
but he did not see a value of sitting there with representatives of the various jurisdictions on items
that do not affect them.
Mayor Dickey said that she has found a benefit in attending the various meetings, with Maricopa
County being the fast-growing county in the country. She then asked for Mr. Smith's thoughts on
sitting on the board.
Mr. Smith said that it is a Town Council decision, but he sees a lot of value in participating in GPEC.
One of the things is that he met with Joe and Nancy Bill and Chris Camacho, the Executive Director of
GPEC, and they are dedicated to getting that built. He said that the Town may not have the facilities.
There are a handful of them that they can respond to, but they are willing to meet them where they
are and support the initiatives the Town does have. He said that he is a supporter of GPEC for their
activities and their lifting the regional aspect; it adds a lot of value.
Mr. Miller said that he was hearing that membership is not a question, just representation on their
board. He said that he did think that they get in excess of their $10,000 membership. He said that just
the tools and software they have access to.
Councilmember Scharnow said that he sees Valley Metro as similar to GPEC, but there is still value in
having an elected official sitting on their board and he would continue.
Mr. Smith noted that there are different meetings associated with GPEC. They have the Mayors
Meeting every month, Board meetings are quarterly and the economic development directors meet
every month. Mr. Smith said that every other city/town that is a member has a member on the board.
Councilmember Tolis asked what the goals and objectives, and the mission, of the organization is. He
said that they need to have some sort of measurement and come back to say what they
accomplished.
Mayor Dickey said that they make of it what the member makes of it. Two of them led to proposals
that became legislative items. She was happy to know they had membership on that committee. He
attendance has led to some discussions that led to things that have happened in Town.
Mr. Miller said that for many years they had staff that did not believe that some of the grants through
MAG were worth going after. They believed that the paperwork and hardship to go through the
process was not worth it. Staff has been very active lately, and they are now getting a lot grants. He
said that there is a value. He said that GPEC just came forward with the Canadian Arizona event.
Mayor Dickey said that another example is the committee looking at homelessness. It is an
opportunity to get the information from other communities and exchange information. While they are
talking about engagement, she has had people living in the community wanting to help. There are so
many people that have talents from their experience in the past that have a lot to offer. An example is
with the Community Services Advisory Commission taking over discussion about parks and their use.
They were able to vet some issues.
Councilmember Tolis said that Mr. Smith mentioned that GPEC was interested in helping with the
Discovery Center, and asked in what capacity. Mr. Smith said that their CEO has a lot of contacts. He
can make in-roads with technology companies to donate or participate.
Town Council Work Session of February 25, 2020 2 of 16
5.Update on General Plan 2020 review and adoption process
Mr. Wesley gave a brief update on the General Plan process, reviewing the calendar. Mayor Dickey
said that they have another meeting tomorrow. She asked if they had the opportunity to see if the
Saguaro access road was in the Plan. Mr. Wesley said that he did not think that they were, but he
has conveyed that to their consultant. Mayor Dickey said that it was up in the air on whether they
need to do it or not.
Mayor Dickey said that there have been recent discussions about underground storage tanks and
possible leaking. She asked if there was any place in the General Plan that addresses
environmental hazards or their reactions to them. Mr. Wesley said that he did not recall one as
specific as that, but there are some environmental sections in general. They can look to see if it
could be more specific.
6.Discussion regarding the Strategic Plan Update Process
Mr. Miller said that this year the Strategic Plan will be expiring and the Strategic Planning Advisory
Commission (SPAC) has started to make plans for updating the Plan. He said that they are working
on a number of ways of engaging citizens through a visioning process, groups, and surveys.
He noted that Tammy Bell with the Leadership Academy had a citizen engagement process
outlined and she is going to see how it works, and possibly utilize those same tools to reach out to
citizens on important issues.
Mr. Miller said that there was some concern from SPAC about updating the plan at the same time
that the General Plan is going to the voters. He said that they are already making all of the steps
necessary to start at the midpoint this year. He said that they found that the last time they did this,
in 2015 or 2016, that they tended to have a lot of similar-minded people attend. They are going to
make sure that people invited are of various diverse backgrounds. They hope to get more
consensus and compromises in the end. It may end up being near the end of the year or as late as
January of 2021.
Councilmember Scharnow said that the table he was at on Saturday had a very diverse
background.
Mr. Miller said that there will be some new tools as well, such as online surveying and possibly a
telephone survey.
7.Discussion regarding the Town's procurement practices and procuring goods and services from
local vendors
Mr. Miller said that staff has looked at the process and vendors used locally. They do use a lot of
local vendors, but there is room for improvement. He then introduced Colby Wattling, the Town's
new Procurement Officer, which has been with the Town since last November.
Mr. Wattling then gave a PowerPoint presentation which addressed:
LOCAL VENDOR PROCUREMENT
FREQUENTLY USED LOCAL VENDORS
NIGP - OPINION ON LOCAL PREFERENCE
Town Council Work Session of February 25, 2020 3 of 16
Mr. Wattling said that the type of bid or proposal determines how much lenience there is for local
preference. There is no local preference policy right now. He said that there are some towns that
will consider giving a preference to a local vendor if their price, minus the sales tax, would bring
the total within a percentage of the lowest bid.
LOCAL VENDOR FORUM
Discussion was held on different opportunities for improving the process and it was agreed that
everyone was on the same page as to giving local vendors a preference, when at all possible, and
seeing how other communities handle the issue as well.
Mr. Miller said that they will continue to do research and come back with minor revisions to their
policies to reflect the discussioni.
8.Discussion regarding the acquisition of a new pumper truck versus repair of the existing pumper
Fire Chief Ott said that they are in an unfortunate set of circumstances with their current engine as
it needs major repairs. According to the vehicle replacement policy, it exceeds the amount that
would justify spending the money. He has worked with Mr. Pock and Mr. Weldy and they have
determined that it was prudent to look for a replacement at this time.
He said that the current unit is a 2008, with a 15-year anticipated life. He said that they would
normally begin looking for a replacement in 18 months, but because of the costs involved of
needed repairs, they started looking now. They found what they wanted and if they were build it
themselves, it would cost another $100,000 and take 15 months.
Chief Ott said that this is a demo truck. Similar to their ladder, that was a demo truck and they
saved another $150,000. He said that they do have a number of trucks that the manufacturer will
produce. This is more of a stick build and it meets all of their needs and would be a truck that is
sustainable for another 15 years. It has less than 2,000 miles and will handle the hills in the Town.
Chief Ott said that the existing truck would either be used as a trade-in or sold at auction. He said
that there are funds in the Vehicle Replacement Fund for acquiring vehicles once they meet their
useful life. This one is being replaced a little early. Mr. Pock said that when the fund was set up, it
was not fully funded. Right now they have about $250,000 to $300,000 to go toward the purchase.
Mr. Miller said that there are funds within capital to allow them to acquire this and over the next
few years they will try and put that fund back into the full balance. He said that this item will be
coming before the Council next week at their Regular Meeting, but they wanted to provide some
information ahead of time.
9.Discussion regarding the proposed replacement of Council Chamber Audio/Visual Equipment
Mr. Ciccarone said that they installed the equipment in the Council Chambers in 2005 and a few
years later they added the camera system used to produce the meetings that are posted on
YouTube. Over the last few years they have had multiple equipment failures. They have had
complaints from people not be able to hear Council members and presentations.
he said that currently all of the speakers are on one system. They are the same over the dais as
they are over the audience and they cannot control them. The new system will enable them to
control the mikes from the dais.
Town Council Work Session of February 25, 2020 4 of 16
Mr. Miller asked Mr. Ciccarone to explain what he does after each meeting. Mr. Ciccarone said
that an example is the Daybreak public hearing, which was about six hours long. It took another six
hours to be re-encoded for YouTube and uploaded--an hour for every hour of the meeting. He said
that he started the re-encoding, drives home and waits to upload the video. This allows everything
to be posted in the following morning. He said that with the new equipment it will be encoded
when reordered so it will be almost instantaneous.
Additionally, they are looking at some new microphones in the ceiling, similar to the u-shape on
the floor. He said that a lot of times people say they cannot see or read the presentations, and the
Town Council has a hard time seeing the screen. He said that the problems they had at the last
meeting had more to do with the Cox equipment, but some of that has to do with the Town's
equipment. He said that the Channel 11 equipment is from 2005. They are looking to go with high
definition which will provide better video and audio.
Mr. Ciccarone said that right now when something breaks, he has to provide a band-aid fix by
going on EBay or Amazon to find the old equipment. They are still using VCR's for some aspects of
the system. He said that the equipment has been on 24 hours a day for the past 15 years. With the
new system it will be easier to power it down and power it up.
Mr. Miller said that they have had this in the CIP. Mr. Pock said that they have approximately
$127,000 in the budget. Mr. Miller said that it is a lot of money. It is not like they are remodeling
the room; this is what goes on the air and it will be a much better product. They are also looking at
new monitors for the Council, and a new projector. The current projector is 2,100 lumens; the
newer ones are 5,000 to 6,000 lumens. They will not need to dim the lights as presentations will
be high quality and easier to read what is being displayed.
Councilmember Brown asked how many years ago they made a run at replacing the equipment.
Mr. Ciccarone said that it was five years ago. Councilmember Brown said that he is the one that
brought this back because he has received so many comments from the public.
Councilmember Magazine said that he totally concurred with this.
Mayor Dickey said that it is important with the emphasis they have been putting on transparency.
Councilmember Scharnow asked if this would help the Council get the presentations on the
laptop. Mr. Ciccarone said that the laptops are also from 2005. They are looking to have screens in
front of each Councilmember that will display what is on the big screen.
He said that once this is approved they would be around six to eight weeks out. There is a lot of
equipment to be purchased and configured. They would do it at their shop and roll it in the audio
rack. They would be looking at two to three months out altogether.
Mr. Miller said that they are receiving bids right now. It sounds like there is consensus on the
Council. The Town Council will ultimately have the say when it is brought back for approval.
Councilmember Spelich said that technology changes all of the time. He asked if there was a way
that the system could be leased. Mr. Ciccarone said that they can look into that, but part of the
issue they are running into is that all of the equipment is standard definition. They are trying to find
equipment like that today which is impossible as everything is HDMI. They are so far behind that
he cannot buy single components to replace. He said that the new system will be HD and HDMI. If
a component fails, they will be able to replace it. The new system will be more upgradable.
Mr. Miller said that they could look into the possibility of leasing. He said that they also talked
Town Council Work Session of February 25, 2020 5 of 16
about phasing. Mr. Ciccarone said that it is all integrated. They only phasing that he sees possible
is the video and then the audio. Mr. Miller said that they are thinking that with economies of scale,
they would save on the labor side.
A break was taken from 10:37 a.m. to 10:58 a.m.
10.Update to the Town Council on mid-year FY 2019-20 fund balances and year-end projections
Finance Director David Pock gave a PowerPoint presentation which reviewed:
MID-YEAR REVENUES
MIDYEAR EXPENDITURES
MIDYEAR TPT COLLECTIONS All Funds
REAL ESTATE
CONSTRUCTION
MIDYEAR FUND BALANCES
COMMITTED (COUNCIL ACTION)
ASSIGNED (TOWN POLICIES)
UNASSIGNED (BUDGETED DAY TO DAY EXPENDITURES)
Discussion was held on the differences between the different funds. Mr. Pock explained that the
Unassigned category can move between the two classifications. Once they sign a contract, it
becomes Assigned.
OUTSTANDING BOND DEBT
RESTRICTED (EXTERNALLY RESTRICTED)
ESTIMATES
COMMITTED ESTIMATES
ASSIGNED ESTIMATES
UNASSIGNED ESTIMATES
TOTAL FUND BALANCE
COMPARISON
Brief discussion was held on the Vehicle Replacement Fund. Mr. Miller noted that they plan to
cover the purchase of the fire truck over the next few years. Accountant Beata Bogdan said that
there were two vehicle purchases on next week's agenda, but they are both funded out of the
HURF fund. Mr. Pock said that they will have time to build back up the Vehicle Replacement Fund
before more equipment is needed.
Mr. Miller said that when he began working for the Town, that fund was in the red. Three years ago
they started using future value versus current value. They have come a long way in this fund and
he feels strongly that it will remain int he black while they get it back to where it needs to be.
Councilmember Spelich asked if the Court Enhancement Fund included future monies to be
collected in the past delinquencies. Court Administrator Victoria Reuss said that $30 of every case
goes into that fund. She then reviewed how different amounts go into different funds as dictated
by the State.
Mayor Dickey asked Mr. Miller if he thought they had too many or not enough of the specific
funds. Mr. Miller said that for now he thought it was working very well with the reserves. He said
that they will see through the process that he will be coming forward with a PC and Server
Replacement Fund. Most organizations their size have had these types of funds for years. As they
start find their revenues not keeping up with the operating budget, they will see that the operating
Town Council Work Session of February 25, 2020 6 of 16
start find their revenues not keeping up with the operating budget, they will see that the operating
budget is getting squeezed further. That is why it was important last year to increase the sales tax
from $.26 to $.29.
11.A preview for the Town Council on town-wide revenues for FY 2020-21
Mr. Pock began his presentation on Revenues, stating that when they look at the formulas, the
Town's population is stable, but many around the state are growing, and that reduces their
percentage of state shared revenues. He said that the average median income across Arizona is
growing. Those two things should be keeping it even for now.
Councilmember Scharnow said that potentially after the 2020 census and everything is
recomputed, they may see a major shift in the population. Mr. Pock said that was correct. He said
that in between the census estimates are made each year, so there could be a change.
Mr. Miller said that for this year they were anticipating a modest increase or no increase due to
MCSO since the year before last they had a horrible year with crimes. As a result they had a huge
adjustment this year of 12%. He said that they just received notice indicating that the percentage
of benefits and salaries is up to 65%; normal places it around 35%. He said that they are
anticipating a 5.2% increase, which includes the 3% administrative fee which is now built into the
base.
Councilmember Spelich asked when the Town will be on the hook to sign this again. Mr. Miller said
that it is a multiyear agreement. If the Town Council wanted to make change, they would have to
give proper notice. Councilmember Spelich said that he would like to discuss some aspects of the
contract. Mr. Miller said that changes would require an amendment to the IGA.
Mayor Dickey said that they have been reach out to Council and asking about proposed changes,
whether with increased speeding enforcement activity within the community. Without having to
change the contract they have been highly responsive to the requests of the Town. She said that
when they spoke with th Sheriff's Office, they were open to things not in the agreement that
should be because they want to serve each community the best way relevant to that community.
Councilmember Spelich said that in no way whatsoever does he have any concerns with the men
and women that serve the community. They have nothing to do with the budgetary process. His
problem is with the bean counters at MCSO and he would like to discuss those issues further.
Councilmember Tolis said that based on what Councilmember Spelich said, it sounds like it would
be appropriate to set up an executive session to discuss his concerns. Mayor Dickey said that if
they wanted to talk openly they could do that at a work session.
Councilmember Tolis said that he did not think they should talk about anything outside of
executive session having to do with contract negotiations.
Councilmember Scharnow asked if the 5.2% increase the Town was notified of included the 3%
administrative fee. Mr. Miller explained that the 3% administrative fee is now part of the base. The
5.2% is the overall increase based on benefit proportion and wage increases. Councilmember
Scharnow said that they really could not negotiate those types of increases. He said that they
would have this issue regardless of whether they contract for service or had their own department.
ECONOMIC CONDITIONS
Town Council Work Session of February 25, 2020 7 of 16
ECONOMIC CONDITIONS
Councilmember Magazine said that they are going to have a recession and he asked how that
would effect these rates. Mr. Pock said that they have it figured at 2.5% right now. If it starts to get
out of hand and they go into a deep recession, inflation will not be so much of an issue.
Councilmember Magazine said that the trajectory right now is not good; they are way overdue for
a recession, and adding the coronovirus, perhaps they should look at alternative scenarios.
Councilmember Tolis said that there are varying risks associated with financial models. This is
something they should have a work study on to look at potential risks.
TPT FORECAST
Mr. Miller said that in the past they have tried to be very considerate in not spending all revenues
based on sales tax. He said that they are starting to see online purchases and it is actually a big
contributor to the sales tax.
REVENUE FORECAST
EXPENDITURE FORECAST
FINANCIAL FORECAST
Mr. Pock said that this year they increased by five positions; they do not see that for next year. He
said that at the end of the fiscal year they will have $3.2 million in the rainy day fund, which is 20%
of the five-year average of the General Fund.
Councilmember Magazine said that as they go forward they should look at what they cna do to
increase that fund. At some point they are going to have to discuss the primary property tax, which
he tends to favor, but if they have a recession people are not going to pay for another tax.
Mayor Dickey said that they have to have a balanced budget. This does not reflect any increase in
any services or staff. Thinking about some of their e-mails, what most people are talking about are
park staff, senior programs, facilities, code enforcement, changing public safety services,
landscaping and median cleaning. She said that this has nothing new in it, and does not include
capital, streets, fountain improvements, etc.
At this time, a break was taken to allow attendees to get their lunch and return to their seats to
continue the work session.
TPT
STATE SHARED REVENUE
ENVIRONMENTAL FUND
Mr. Pock said that the Town's case regarding the environmental fund is being watched by many
municipalities around the state. As of December 31, the contractor gave the Town a list of
outstanding accounts. The Town has been contacting property owners, once it is verified through
the County records. They have no contract yet, They have identified a CPA in Mesa that charges
$4.50 per $36 collected. Mr. Miller said that they are looking at the state contract as well.
Mr. Pock said that there are 2,744 parcels that have paid in varying years; 607 parcels that have
not paid anything for the four years. They are going after them first.
Discussion was held on whether this information could be publicized. Mr. Miller said that it might
Town Council Work Session of February 25, 2020 8 of 16
Discussion was held on whether this information could be publicized. Mr. Miller said that it might
be good for them to have an executive session on this issue. There were varying views on whether
this would be a good idea.
USER FEE STUDY
Brief discussion was held on the ability to ensure that transient vendors are paying sales tax. Mr.
Miller said that for the first time the cities and towns were able to use the letterhead from
Department of Revenue, which gets their attention.
COURT FEES
Court Administrator Victoria Ruess came forward and said that they have already collected more
than they did this time last year. She said that this is not all Town money. It also goes to the state,
and the county. There are certain things that are automatically a part of a fine. Ms. Ruess reviewed
the activity between September 9, 2019 and February 5, 2020. She said that it is difficult to
determine what portion is attributed to enhanced court collection efforts because it depends on
where they are at with what they owe.
Councilmember Spelich said that since he was the one that brought this up, he would like her
overall impression of how things are going. He said that the number might be low to some, but
they should take into consideration that there is on the job training for the first 30-40 days,
learning the court system. He said that he was disappointed with the numbers, but he is still
optimistic. He said that he has locked up people with outstanding warrants, and he asked the judge
for his impression.
Judge Melton said that they are early in the process with Rachel. As they go along, her efforts will
bear fruit.
Councilmember Scharnow said that last year they were supplied with some possible revenue
enhancements. He did not know if any of that was on the table for this year. Mr. Miller said that if
they have ideas for exploring further, they can bring that back at a later time. He said that they did
some analysis and looked into a primary property tax. That is something that would have to go to
voters, and they are not ready for this year.
Mr. Miller said that one thing that has thrown them off is the public safety fee and environmental
fee case, which is in court. That type of methodology would be challenged at this point.
Councilmember Tolis said that they should be talking about this at a separate work session.
12.An update to the Town Council on increasing town-wide revenues
TPT
STATE SHARED REVENUE
ENVIRONMENTAL FUND
Mr. Pock said that the Town's case regarding the environmental fund is being watched by many
municipalities around the state. As of December 31, the contractor gave the Town a list of
outstanding accounts. The Town has been contacting property owners, once it is verified through
the County records. They have no contract yet, They have identified a CPA in Mesa that charges
$4.50 per $36 collected. Mr. Miller said that they are looking at the state contract as well.
Mr. Pock said that there are 2,744 parcels that have paid in varying years; 607 parcels that have
not paid anything for the four years. They are going after them first.
Town Council Work Session of February 25, 2020 9 of 16
not paid anything for the four years. They are going after them first.
Discussion was held on whether this information could be publicized. Mr. Miller said that it might
be good for them to have an executive session on this issue. There were varying views on whether
this would be a good idea.
USER FEE STUDY
Brief discussion was held on the ability to ensure that transient vendors are paying sales tax. Mr.
Miller said that for the first time the cities and towns were able to use the letterhead from
Department of Revenue, which gets their attention.
COURT FEES
Court Administrator Victoria Ruess came forward and said that they have already collected more
than they did this time last year. She said that this is not all Town money. It also goes to the state,
and the county. There are certain things that are automatically a part of a fine. Ms. Ruess reviewed
the activity between September 9, 2019 and February 5, 2020. She said that it is difficult to
determine what portion is attributed to enhanced court collection efforts because it depends on
where they are at with what they owe.
Councilmember Spelich said that since he was the one that brought this up, he would like her
overall impression of how things are going. He said that the number might be low to some, but
they should take into consideration that there is on the job training for the first 30-40 days,
learning the court system. He said that he was disappointed with the numbers, but he is still
optimistic. He said that he has locked up people with outstanding warrants, and he asked the judge
for his impression.
Judge Melton said that they are early in the process with Rachel. As they go along, her efforts will
bear fruit.
Councilmember Scharnow said that last year they were supplied with some possible revenue
enhancements. He did not know if any of that was on the table for this year. Mr. Miller said that if
they have ideas for exploring further, they can bring that back at a later time. He said that they did
some analysis and looked into a primary property tax. That is something that would have to go to
voters, and they are not ready for this year.
Mr. Miller said that one thing that has thrown them off is the public safety fee and environmental
fee case, which is in court. That type of methodology would be challenged at this point.
Councilmember Tolis said that they should be talking about this at a separate work session.
13.Review of current and future Capital Improvement Program projects
Public Works Director Justin Weldy began review of the Capital Improvements Program (CIP).
STATUS UPDATE
Panorama Storm Drainage Improvements
Mr. Miller said that he and staff met last months trying to identify capital funding, the status of all
current year projects, and what they will have left over. The good news is they found money to
make these improvements happen. For this year they have set aside design for the project for
$97,000. They will probably see that contract come before them soon.
Town Council Work Session of February 25, 2020 10 of 16
$97,000. They will probably see that contract come before them soon.
Mr. Weldy said that it would probably be around 90 days with the restoration. There is $400,000
from the environmental fee going toward this project. Mayor Dickey said that it would be good to
have this done during the summer when there are not so many residents.
S6053
Mr. Weldy said that there were some complications with this project, and it was cancelled because
the necessary change orders exceeded the 10%. Due to federal funds received, ADOT was
obligated to cancel the project. He said that ADOT has just finished negotiating a settlement with
the contractor. When the Town gets the final numbers from ADOT staff will bring this back to
Council.
Mr. Miller said that this is a shovel-ready project. They did the design initially, but when they
realized the power lines and dry utilities were not where they were supposed to be, they stopped
the project. He said that they are going to get some firm numbers and he would like to get this
started this summer.
FY19/20 CAPITAL PROJECTS
Mr. Weldy said that at the end of FY20 they will have around $3.9 million as the ending balance.
Based on the Town's policy, half of those proceeds goes back into the CIP.
PROPOSED FY20/21 CIP
D6047
D6057
D6058
D6059
F4035
F4036
S6058
Mayor Dickey asked how this relates to what was done the other night. Mr. Weldy said that they
will use the information approved the other night to request money with future Prop 400 and Prop
500 funding.
Councilmember Tolis asked if the corner of Shea and Fountain Hills Blvd. will be eliminated which
this project moves forward. Mr. Weldy said that it will not displace anything outside of the
right-of-way. They will just be adding one additional lane.
S6061 - Sidewalk Infill Program
S6062 - AOTF & Verde River Intersection
S6063 - Palisades Median Landscape Improvements
Mr. Weldy said that he reached out to a well-respected landscaping company, but their bid was
not reasonable. He and Mr. Miller worked to determine the needs and what could be done. They
have put this in as a multi-year project where the first year they would reestablish and rehab the
irrigation and then each year work on the vegetation. They are anticipating $150,000 going toward
the first year. After further discussion, it was consensus of Council that while it would be nice to
have them beautified throughout town, at this time they just need to be cleaned up and have
decomposed granite replaced where it is gone. Mr. Miller said that when they come back with the
Town Council Work Session of February 25, 2020 11 of 16
CIP, they will see this looking different.
S6064 - Desert Vista Park Crosswalk
Mr. Weldy reviewed this proposal. Discussion was held on whether this was the best location, or if
it could be done differently, such as under the roadway. He said that as it moves forward they will
look at all of the safety aspects. They would probably recommend a flashing beacon and it would
be illuminated at night. He clarified that this cost was for design only.
Councilmember Brown left the meeting at this time (1:57 p.m.)
T5005 - Palisades Blvd. and Eagle Ridge/Palomino Drive
Mr. Weldy said that this cost is just for the design. It will also help them understand the total cost
for construction in the future. Councilmember Tolis asked if this would be recouped from the
Copperwynd expansion. Mr. Miller said that it would include their prorata share of 20 or 25%, but
that is only if Phase 3 is built.
P3033 - Video Surveillance Cameras
Community Services Director Rachael Goodwin continued the presentation, noting that this was
for continuing their efforts at Four Peaks Park. This year the will have the bathroom renovation.
Next year they will continue the sidewalk and dugout, and include shade areas.
P3042 - Fountain Lighting Replacement
Ms. Goodwin said that they will see some photos later, but there are a number of lights that
illuminate the fountain at the base and on the shoreline and most of those lights are out. There is a
need to upgrade those. Most are dated and inconsistent with their goals as a Dark Sky community.
They would like to look at LED lighting and revamp the existing night visibility.
Councilmember Magazine said that he bumped into Ted Blank who said the experiment with the
painted bollards was very successful in terms of reducing glare.
P3045 - Four Peaks Park Playground Parking Lot
Ms. Goodwin said that this would provide additional accessible parking spaces at the facility.
FY20/21 CAPITAL PROJECTS
Mr. Weldy said that the total funding for these projects was $4.9 million, with a projected ending
capital fund balance of $784,000 if all were approved. He said that these costs do not include staff
time. The majority of this is design, construction, implementation, acquisitions.
Brief discussion was held on an item listed later on the agenda about the CIP and review of its
projects. It was agreed that staff would provide a quarterly report to the Council on the status of
CIP projects.
FY19/20 VEHICLE REPLACEMENT
Town Council Work Session of February 25, 2020 12 of 16
FY19/20 VEHICLE REPLACEMENT
Mr. Weldy said that this is what was set out in the budget for the year. Working with Community
Services staff they were able to reduce the costs of some of their vehicles requested to get an
additional vehicle.
FUTURE CIP
22/23
23/24
24/25
Mr. Miller said that they were going to have a workshop just on the CIP. He said that they were
going through a process right now with the Pedestrian Safety Committee to discuss grant funding
through MAG. They are trying to get the small ones, like sidewalk infill, addressed sooner. Mr.
Weldy said that they have applied for and believe they are in a great position to receive such grant.
Mayor Dickey said that she saw the Pumphouse Replacement item. Ms. Goodwin said that it would
not be the structure, but rather replacement of the mechanisms within the pumphouse.
14.Review of current and future Facilities Replacement Program projects
Mr. Miller said that back in FY14/15 when Ken Buchana was Town Manager, they had a study done
that identified all of the different assets in Town and when they needed to be replaced/repaired.
They set aside so much money a year, and they identified $1 million a year to adequately save for
these items. They have not been able to do much more than $500,000 to $600,000 a year.
FY19/20 IN-PROCESS PROJECTS
Mr. Miller said that they have been working on the balcony repair at Town Hall, which was leaking
into the judge's chamber below. He said that after the projects this year they are estimating a
year-end balance of $1.2 million and after the proposed FY20/21 projects an estimated
year-ending balance of $1.1 million.
15.Review of fund balance classifications, current reserve policies, and suggested updates
Mr. Polk continued the presentation.
FUND BALANCE CLASSIFICATIONS
RESERVE POLICY - RAINY DAY FUND
Mayor Dickey asked if the Town made interest on this fund. Mr. Polk replied absolutely.
ASSIGNED FUND BALANCE
TRANSFER OF EXCESS REVENUES
Councilmember Magazine said that he would caution against prepaying Town debt. Mr. Polk said
that under the new IRS rules, the last tax packages, there is no refunding being allowed.
UNINTENDED CONSEQUENCES
PROPOSED REVISIONS
Mr. Miller said that he thinks it was a good policy at the time, prior to them having these
Town Council Work Session of February 25, 2020 13 of 16
replacement funds, but once the funds were established, they should have revised the policies. Mr.
Polk said that this does move $1.5 million into unassigned funds. He said that once they revise the
policy they wil bring it back to Council for formal adoption.
16.Discussion regarding a proposed Fountain Park Infrastructure and Maintenance Assessment
Ms. Goodwin said that there has been a lot of discussionabout the fountain and the lake, with it
turning 50 this year. The lake liner is turning 20 and its maintenance needs to be looked at. She
then showed pictures of the current condition of the fountain, its corrosion and standard wear and
tear.
THE FOUNTAIN, LINER, AND LAKE
THE LAKE LINER
Ms. Goodwin said that the current liner was the second highest quality of liner manufactured at
that time. The only higher quality goes into nuclear power plant storage. She said that they have
started down the path of looking at the CIP and one they get the idea of when, where and how
that research would go much deeper.
AN ENGINEERING ASSESSMENT
Ms. Goodwin said that while they have located historical data from the last time this was done,
they do have some unknowns. She said that it is a special project, and there are not a lot of
comparisons. They reached out to two firms to get an idea of what they were looking at. She said
that one of the firms was the one that did the project back in 2000. She said that the two firms
were Black & Veach and HDR, which are both national level firms.
Mr. Miller said that time is of the essence. This is the 50th anniversary. He does think this is the
namesake of their community and with it being the 50th anniversary, there is a lot of momentum
to get an idea of costs and get it referred to the Town in November. Ms. Goodwin said that they
cannot afford to not have some sort of plan in place.
Councilmember Tolis said that he would agree that this is something they need to get focused on.
He would hope that in any proposal they would have a lot of public participation as to what their
visions may be for Fountain Park. It is not just fixing the liner; it is due for a reimaging of the Park
in many aspects.
Councilmember Scharnow asked when they were going to be discussing the Pavement
Management Plan. Mr. Miller said that they are trying to get that scheduled at a regular meeting
with a very light agenda. He said that he would like to do what happened last time. They would
have a citizen committee to study and evaluate the proposed plan and come back with their
findings as to a number of what should be bonded for streets.
Councilmember Scharnow asked if the study would include review of the soil conditions. Ms.
Goodwin said that they could add that to the scope. They do think tht the water quality in the
future will affect the soil. Mr. Miller said that storage is going to be absolutely critical. They do not
want to have a loss of all of the vegetation.
Mayor Dickey said that they had an opportunity to get the sanitary District intricately involved in
this and the storage part is important. She said that they have some knowledge now. To
Councilmember Tolis's point, perhaps there is a way to mitigate some of the issues at the park.
Town Council Work Session of February 25, 2020 14 of 16
Councilmember Tolis said that they have talked in the past about engineering an entrance off of
Avenue of the Fountains, making it more pedestrian friendly. He said that they are paying off two
bonds; now they could potentially go to the voters and ask them to pass a park improvement bond,
which would have a minimal effect.
Mayor Dickey said that the challenge is that they have an everyday infrastructure and as they go
forward they need to make sure that if they put off bonding for streets that they are addressing the
$3 million question per year. They need to show a lot of repsonsiibility and make sure that people
are engaged and seeing everything for the next five years. Councilmember Magazine said that they
need to do bonds for 20 years and not 5, as was done in the past.
17.Discussion of Arizona State Retirement (ASRS)
Mr. Trimble said that they wanted to bring forward the discussion of looking into having the Town
join the Arizona State Retirement (ASRS) system. He said that when the Town was first
incorporated the decision was made to not opt into the ASRS system. They have found over the
years that it is becoming a deterrent in trying to recruit employees, especially for those that
already have years in with the ASRS.
Mr. Miller said that during the last five years they have been able to do parity with benefits. He
said that he wanted to be clear that this is not the Public Safety Personnel Retirement System.
Mr. Trimble said that what they are requesting today is if the Council supported us moving forward
with researching this further, and meeting with employees for their input. If it is not popular once
that is done, then they would stop there. Councilmember Spelich said that he was all for giving the
Town employees whatever they want within reason, but he would caution them to look into this
greatly. He said that the cost of healthcare with ASRS is outrageous. Mr. Miller noted that with the
current system, there is no healthcare available at all.
Mr. Miller said that he was hearing consensus to at least pursue researching this. He said that they
want to get the employees the factual information.
18.Discussion of Proposition 500 and its impact on Fountain Hills and the region
Mayor Dickey said that they would not be discussing this now as the Council will receive a
thorough presentation from ADOT at their March 3, 2020, meeting.
19.Review and Consider Changes to Town Council Prioritization Process for Projects Contained in the
Capital Improvement Program
Discussed earlier in the meeting.
Town Council Work Session of February 25, 2020 15 of 16
20.ADJOURNMENT
The Work Session of the Fountain Hills Town Council held February 25, 2020, adjourned at 3:10 p.m. Staff
was thanked for their work in preparing for the session and the audience was thanked for attending.
TOWN OF FOUNTAIN HILLS
____________________________
Ginny Dickey, Mayor
ATTEST AND PREPARED BY:
______________________________
Elizabeth A. Burke, Town Clerk
Town Council Work Session of February 25, 2020 16 of 16
TOWN OF FOUNTAIN HILLS
MINUTES OF THE SPECIAL MEETING
OF THE FOUNTAIN HILLS TOWN COUNCIL
MARCH 17, 2020
1.CALL TO ORDER – Mayor Dickey
Mayor Dickey called the Special Meeting of March 17, 2020, to order at 4:30 p.m.
2.ROLL CALL – Mayor Dickey
Present: Mayor Ginny Dickey; Councilmember Sherry Leckrone (telephonically); Vice Mayor
Mike Scharnow; Councilmember Art Tolis (telephonically); Councilmember Dennis
Brown (telephonically); Councilmember Alan Magazine; Councilmember David
Spelich
Staff
Present:
Town Attorney Aaron D. Arnson
3.RECESS INTO EXECUTIVE SESSION
MOVED BY Vice Mayor Mike Scharnow, SECONDED BY Councilmember Alan Magazine to
recess into Executive Session.
Vote: 7 - 0 Passed - Unanimously
The Fountain Hills Town Council recessed into Executive Session at 4:30 p.m.
4.EXECUTIVE SESSION
A.Discussion or consideration of employment, assignment, appointment, promotion, demotion,
dismissal, salaries, disciplining or resignation of a public officer, appointee or employee of any
public body, except that, with the exception of salary discussions, an officer, appointee or
employee may demand that the discussion or consideration occur at a public meeting. The public
body shall provide the officer, appointee or employee with written notice of the executive session
as is appropriate but not less than twenty-four hours for the officer, appointee or employee to
determine whether the discussion or consideration should occur at a public meeting; and
discussion or consultation with the attorneys of the public body in order to consider its position
and instruct its attorneys regarding the public body's position regarding contracts that are the
subject of negotiations, in pending or contemplated litigation or in settlement discussions
conducted in order to avoid or resolve litigation; pursuant to A.R.S. 38-431.03(A)(1) and (4),
respectively.
i.Review of Magistrate Contract
5.ADJOURNMENT
The Fountain Hills Town Council reconvened into Open Session at 4:22 p.m. at which time the
Special Meeting adjourned.
TOWN OF FOUNTAIN HILLS
____________________________
Ginny Dickey, Mayor
ATTEST AND PREPARED BY:
______________________________
Elizabeth A. Burke, Town Clerk
Town Council Special Meeting of March 17, 2020 2 of 2
TOWN OF FOUNTAIN HILLS
MINUTES OF THE REGULAR MEETING
OF THE FOUNTAIN HILLS TOWN COUNCIL
MARCH 17, 2020
1.CALL TO ORDER AND PLEDGE OF ALLEGIANCE – Mayor Dickey
Mayor Dickey called the meeting of March 17, 2020, to order at 5:30 p.m. and led the Council and
staff in the Pledge of Allegiance.
2.MOMENT OF SILENCE
Mayor Dickey led the Council and staff in a Moment of Silence.
3.ROLL CALL – Mayor Dickey
Present: Mayor Ginny Dickey; Vice Mayor Mike Scharnow; Councilmember Sherry Leckrone
(telephonically); Councilmember Art Tolis (telephonically); Councilmember Dennis
Brown (telephonically); Councilmember Alan Magazine; Councilmember David Spelich
Staff
Present:
Town Manager Grady E. Miller; Town Attorney Aaron D. Arnson; Town Clerk Elizabeth
A. Burke
4.REPORTS BY MAYOR, COUNCILMEMBERS AND TOWN MANAGER
Mayor Dickey said that the Town has been gathering knowledge they can use to help keep all as
safe as possible. She then asked the Town Manager to update them on some of the actions
taken by the Town.
Mr. Miller said last last Friday they canceled events at the Park, with the Irishfest along with
activities at the Community Center. Through today they would have limited access to the
Community Center for drop ins only and the election, with complete closure tomorrow. With the
election today they did not want to confuse people.
He said that they had also canceled the Greening of the Fountain and all boards/commissions
meetings have been postponed until May. Tonight they had no public in attendance. Based on
guidance and best practices, the public will not be included in the meetings going forward;
however, meetings will be broadcast live on Channel 11 and at www.fh.az.gov. He anticipated
this would be the case at least through the end of April.
To help streamline this process they have removed agenda items from the agenda that they
anticipated the public would have an interest in. Residents are encouraged to e-mail the Mayor
and Council, noting that the agendas are posted the Thursday prior to the Council meeting.
Additionally, he said that the March 31 Special Work Session has been canceled.
Mr. Miller said that in the workplace the Town has identified a number of essential services and
delivery, such as public safety, public works and streets, parks maintenance, finance, purchasing
and courts. He reassured everyone that police and fire will continue to serve as always. He said
that those that are able will begin teleworking from home, starting tomorrow. He said that the
Town will continue to monitor the situation and make changes as needed.
Mayor Dickey said that she and the Town Manager have been in quite a few calls from the White
House, varying agencies, the Governor's Office, etc. Other cities are closing restaurants and
other businesses. Right nows the Department of Health Services (DHS) and Center for Disease
and Control (CDC) are strongly recommending that dining establishments discourage dining in
and provide curbside or drive-through services only.
She said that employees in restaurants should be distancing themselves from one another and
everyone should be washing their hands frequently. She said that they are looking at signing a
Proclamation in the morning declaring a state of emergency, which allows them to respond to this
rapidly-changing situation.
She said that she provided the newspaper an editorial for tomorrow's edition and she thanked
those at the newspaper for getting that out.
Mayor Dickey said that many residents have indicated an interest in helping however they can.
She was recommending that they contact heoc@azdhs.gov which is the State's Health
Emergency Operations Center, which is a great resource.
Councilmember Magazine said that he hoped the citizens of the Town fully appreciated
everything that the Town Manager and Mayor have been doing. Their actions have been superb
and they made the right decisions for which he thanked them. He said that this is an incredible
tragedy. He heard that the unemployment rate could go to 20%.
Councilmember Spelich thanked the first responders, who cannot do social distancing, along with
all of the employees of the grocery stores in Town. They have been doing an unbelievable job
and they do not get thanked enough for doing what they do with tensions high in the stores.
Vice Mayor Scharnow seconded what had previously been said. He said that everyone has
stepped up and he thanked everyone and commended them for what has been done.
Councilmember Leckrone, as well, thanked the Mayor, Manager and Town Attorney, and she
wanted to recognize the doctors and nurses in Town.
Mayor Dickey said that one item that is getting lost is the Census. Last Thursday it kicked off
across the country. It has been done every ten years since 1790. She said that residents do not
have to wait to receive notice; they can go online right now to www.my2020census.gov and
quickly respond. She said that with the pandemic, if residents would have been here as of April
1, they should fill it out on behalf of Arizona. She said that if residents do it now, either online or
over the phone, there will be no one coming to their door later in the summer.
Mayor Dickey said that she and the Town Manager went to a Rotary Luncheon honoring first
responders. She said that they all owe them their gratitude all the time, and particularly now.
Councilmember Tolis said that the local businesses are going to be hurt by this. He suggested
that they consider a two week or three week sales tax moratorium and encourage people to shop
locally. Mr. Arnson said that he would be happy to keep track of what other communities are
doing to provide relief to businesses. Councilmember Brown suggested that Fountain Hills set the
bar in the Valley.
A.RECOGNITION of Outgoing Planning and Zoning Commissioner
Mayor Dickey recognized Matt Boik for his service on the Planning and Zoning Commission.
Town Council Regular Meeting of March 17, 2020 2 of 7
5.SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS
None
6.CALL TO THE PUBLIC
Pursuant to A.R.S. §38-431.01(H), public comment is permitted (not required) on matters NOT listed on the
agenda. Any such comment (i) must be within the jurisdiction of the Council, and (ii) is subject to reasonable time,
place, and manner restrictions. The Council will not discuss or take legal action on matters raised during Call to
the Public unless the matters are properly noticed for discussion and legal action. At the conclusion of the Call to
the Public, individual councilmembers may (i) respond to criticism, (ii) ask staff to review a matter, or (iii) ask that
the matter be placed on a future Council agenda.
7.CONSENT AGENDA ITEMS
All items listed on the Consent Agenda are considered to be routine, noncontroversial matters and will be
enacted by one motion of the Council. All motions and subsequent approvals of consent items will include all
recommended staff stipulations unless otherwise stated. There will be no separate discussion of these items
unless a councilmember or member of the public so requests. If a councilmember or member of the public
wishes to discuss an item on the Consent Agenda, he/she may request so prior to the motion to accept the
Consent Agenda or with notification to the Town Manager or Mayor prior to the date of the meeting for which the
item was scheduled. The items will be removed from the Consent Agenda and considered in its normal
sequence on the agenda.
MOVED BY Councilmember Alan Magazine, SECONDED BY Vice Mayor Mike Scharnow to
approve Consent Agenda Items 7-A through 7-G.
Vote: 7 - 0 Passed - Unanimously
A.CONSIDERATION OF approving the meeting minutes of the Regular Meeting of March 3,
2020.
B.CONSIDERATION OF Resolution 2020-11, abandoning whatever right, title, or interest the
Town has in the Hillside Protection Easement located at the rear of Diamante del Lago, Lot
88 (17212 E. Fontana Way) as recorded in Book 516, Page 17, records of Maricopa County,
Arizona. (HPEA 2020-01)
C.CONSIDERATION OF Resolution 2020-12, abandoning whatever right, title, or interest the
Town has in certain Hillside Protection Easement located at the rear of Diamante del Lago,
Lot 89 (17216 E. Fontana Way), as recorded in Book 516, Page 17, records of Maricopa
County, Arizona. (HPEA 2020-02)
D.CONSIDERATION OF Resolution 2020-13, abandoning whatever right, title, or interest the
Town has in the Hillside Protection Easement located at the rear of Diamante del Lago, Lot
51 (17235 E. Fontana Way), as recorded in Book 516, Page 17, records of Maricopa County,
Arizona.
E.CONSIDERATION OF approving adjusting budget transfers for Downtown Development
Fund and General Fund.
F.CONSIDERATION OF ratification of Town Council's approval of a new Special Event Liquor
License application for the Fountain Hills Veterans Memorial for a beer garden in conjunction
with the Irish Fountain Fest on March 14, 2020.
G.CONSIDERATION OF approving an Extension of Premises permit application for
Town Council Regular Meeting of March 17, 2020 3 of 7
G.CONSIDERATION OF approving an Extension of Premises permit application for
Skullenwink LLC dba Bone Haus Brewing for a large outdoor party with a band on March 21,
2020.
8.REGULAR AGENDA
A.CONSIDERATION OF Measures to Improve Traffic and Pedestrian Safety in Fountain Hills.
*REMOVED FROM AGENDA
B.CONSIDERATION OF Approving a Professional Services Agreement with GreenPlay, LLC,
Contract No. 2020-055
Community Services Director Rachael Goodwin said that what is before them is looking
ahead and getting back to business when they get through the end of the current pandemic.
She then gave a PowerPoint presentation which addressed:
WHAT IS A COMMUNITY SERVICES PARKS, RECREATION AND TRAILS MASTER
PLAN?
WHY DO WE NEED THIS MASTER PLAN?
WHAT DOES THE MASTER PLAN DO?
WHO WILL CREATE THE MASTER PLAN?
She said that they went out for an RFP and this was the recommended vendor. They have
worked with over 500 communities in four states, and they also have local experience with
Florence and Coconino County. The project cost is $65,549 and is budgeted in this current
year. She said that it will have a ten-year shelf life.
WHO SUPPORTS THIS EFFORT?
WHAT ARE THE NEXT STEPS?
Ms. Goodwin reviewed the steps, noting that their final presentation and findings would
come before Council by December 2020. She noted that this was fluid based on their
current state of affairs.
Vice Mayor Scharnow thanked Ms. Goodwin, stating that he was totally in favor of it. He
said that the cost is split between development fees and the General Fund.
Ms. Goodwin said that it would eventually come back for review and feedback from the
Council. If there are items that the Council would not support, then it could be edited at that
time.
Vice Mayor Scharnow asked if this would be coordinated with the General Plan which will
be voted on in November. Ms. Goodwin said that it would be one of several documents to
be integrated into this plan, along with the Community Services Strategic Plan and the
Town's Strategic Plan. They are all guiding the Town in the same direction, but each has a
different focus.
Councilmember Magazine asked what methodology would be used. Ms. Goodwin said that
they had three different responders and they all came back with different methods. She said
that there would be direct mail, public information sessions, in-person and online.
Councilmember Magazine said that perhaps after they see the survey, they could add a few
extra questions. He said that he realizes that length of time to complete a survey is a big
deal, and he would not want to interfere with the intent, but he would support adding
questions if they could.
Town Council Regular Meeting of March 17, 2020 4 of 7
Mayor Dickey said that they received several e-mails in support of this, including from the
McDowell Mountain Preservation Commission and the Community Services Advisory
Commission.
MOVED BY Vice Mayor Mike Scharnow, SECONDED BY Councilmember Sherry Leckrone
(telephonically) to approve the Professional Services Agreement with GreenPlay, LLC,
Contract No. 2020-055.
Vote: 7 - 0 Passed - Unanimously
C.CONSIDERATION OF Cooperative Purchasing Agreement Contract No. 2017-072.2,
Second Amendment with Shade N Net of Arizona, Inc.
Ms. Goodwin said that she did not have a presentation on this item as it was an extension
of their current contract. This will allow the Town to move quickly in the event that there
should be any type of damage done to the existing shades during the summer period. She
said that this would provide for up to $36,000 if and when it is needed while Council is off for
their summer break. Mr. Miller noted that it would only be used if it was needed.
MOVED BY Councilmember Alan Magazine, SECONDED BY Vice Mayor Mike Scharnow to
aprove the Cooperative Purchasing Agreement Contract No. 2017-072.2, Second
Amendment with Shade N Net of Arizona, Inc.
Vote: 7 - 0 Passed - Unanimously
D.CONSIDERATION OF approving the Cooperative Purchase Agreement C2020-065 between
M.R. Tanner Development & Construction, Inc. and the Town of Fountain Hills for Street
Maintenance and Repair Services.
Mr. Miller said that this is a cooperative purchasing agreement with the company that
annually does the paving in Town. Last year they received quite a bit of input from the
Council on areas they thought work should be done. They got in touch with IMS who
handles the maintenance database, and they are recommending these remaining funds be
used in the downtown area.
DOWNTOWN
Mr. Weldy said that this was another example of Town staff using limited resources to
research an opportunity, but utilizing a contract through the City of Chandler who had
solicited bids, opened, reviewed the options, and selected M.R. Tanner for their work. This
is a great opportunity to take advantage of Chandler's larger contract, making the costs to
the Town reasonable for the amount of work to be done. He reviewed the two maps
attached, one was the downtown area and the other was select residential areas.
Mr. Weldy said that in the downtown area the pavement will be removed, regraded and
recompacted subgrade and then bring the roads back to subdivision standards. He said that
they had a contractor come out and drill holes in the area and found that the majority did not
meet their own subdivision standards.
Councilmember Magazine said that in the past they have talked about how they could bond
for new construction, but this is the wrong time to be asking for bonding. Mr. Weldy said that
as part of the ten-year plan they will be identifying areas where they could use bonding
money for reconstruction. Maintenance would be a different project. They would not use
bonding money for that. He said that the forthcoming ten-year plan will outline all of those
disciplines.
Town Council Regular Meeting of March 17, 2020 5 of 7
Mr. Miller said that the firm is getting close to wrapping up the program. They have identified
$55 million needed for projects. The Town has $25 million over that time period; the
remaining $30 million would need to be bonded.
Mr. Wesley said that he has spoken with the developers of upcoming projects. Keystone
has indicated that they are currently moving forward. The hospital project, while not
downtown, said that they are trying to make sure it is going as scheduled.
RESIDENTIAL
Mr. Weldy said that they are hoping to complete all of the items shown here, but they intend
to tackle the downtown first. They may come across some unknown items and have to
adjust. These streets are in their IMS report and scheduled for maintenance. While they are
waiting on the ten-year plan they will do their best to come back into the residential area and
do what they can to finish up.
Mayor Dickey noted that she had heard from someone on Emerald. She said that the
Council agrees that many roads are needing maintenance, and they are doing what they
can. Mr. Weldy said that these proposed roads are based on the IMS report to address
those roads they believe they can save.
MOVED BY Vice Mayor Mike Scharnow, SECONDED BY Councilmember Dennis Brown
(telephonically) to approve Cooperative Purchasing Agreement C2020-065. with M.R Tanner
in the amount of $3,400,000.00 for Pavement Management Projects.
Vote: 7 - 0 Passed - Unanimously
E.CONSIDERATION OF possible action regarding a formal expression of Council support
for the Maricopa County Board of Supervisors' February 26, 2020 Resolution Declaring
Maricopa County a "Second Amendment Preservation County."*REMOVED FROM
AGENDA
F.DISCUSSION WITH POSSIBLE DIRECTION relating to any item included in the League of
Arizona Cities and Towns’ weekly Legislative Bulletin(s) or relating to any action proposed or
pending before the State Legislature. *REMOVED FROM AGENDA
9.COUNCIL DISCUSSION/DIRECTION to the TOWN MANAGER
Item(s) listed below are related only to the propriety of (i) placing such item(s) on a future agenda for action, or (ii)
directing staff to conduct further research and report back to the Council.
Councilmember Magazine said that the President mentioned lately that the COVID-19 could
last a few months, or as much as a year. If that happens they are going to take a
tremendous hit on sales tax. He would like to see some modeling done to get some sense
of where they could reduce expenses and the impact it would have. Mr. Miller said that he
and the Finance Director have started having that same discussion. They will definitely be
doing that and as of now, they are still anticipating holding the Budget Workshop of April
14.
Mr. Miller said that one good thing is that their state shared revenues, income tax, VLT, and
HURF, are based on a few years ago. Councilmember Tolis said that everyone is
concerned. He is more concerned as to the financial stability of the businesses and
residents. He believes this may be worse than in 2008 and they could have an ongoing
issue. He said that the City of Phoenix just shut down all bars and restaurants. This is
Town Council Regular Meeting of March 17, 2020 6 of 7
spreading and businesses in town are being asked to shut down. He would like to have Mr.
Arnson bring back a proposal on ways to help the businesses.
Mayor Dickey said that they are getting way off of the agenda from what they should be
doing. She said that they do need to be in constant communication and the Proclamation of
emergency brings with it something they would be able to fall back on if the federal
government does decide to provide some relief.
10.ADJOURNMENT
MOVED BY Councilmember Alan Magazine, SECONDED BY Vice Mayor Mike Scharnow to
adjourn.
Vote: 7 - 0 Passed - Unanimously
The Regular Meeting of the Fountain Hills Town Council held March 17, 2020, adjourned at
6:35 p.m.
TOWN OF FOUNTAIN HILLS
____________________________
Ginny Dickey, Mayor
ATTEST AND PREPARED BY:
______________________________
Elizabeth A. Burke, Town Clerk
CERTIFICATION
I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the Regular
Meeting held by the Town Council of Fountain Hills in the Town Hall Council Chambers on the 17th day of
March, 2020. I further certify that the meeting was duly called and that a quorum was present.
DATED this 7th day of April, 2020.
_________________________________
Elizabeth A. Burke, Town Clerk
Town Council Regular Meeting of March 17, 2020 7 of 7
ITEM 5. B.
TOWN OF FOUNTAIN HILLS
STAFF REPORT
Meeting Date: 04/07/2020 Meeting Type: Town Council Regular Meeting
Agenda Type: Consent Submitting Department: Administration
Prepared by: Kukkola Sonia, Financial Services Technician
Staff Contact Information: David Pock, Finance Director
Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF approving a
Liquor License Application for Pizza Hut, located at 13693 N Fountain Hills Boulevard #103, Fountain
Hills, Arizona, for a Series 10 (Beer and Wine Store) license.
Staff Summary (Background)
The purpose of this item is to obtain the Town Council's recommendation regarding a liquor license
application submitted by Theresa June Morse, agent of Pizza Hut, for submission to the Arizona
Department of Liquor. Staff reviewed the liquor license application and found that it is in full compliance
with Town ordinances.
Related Ordinance, Policy or Guiding Principle
A.R.S. § 4-201; 4-202; 4-203; and 4-205 and R19-1-102 and R19-1-311.
Risk Analysis
N/A
Recommendation(s) by Board(s) or Commission(s)
N/A
Staff Recommendation(s)
Staff recommends approval of the liquor license application.
SUGGESTED MOTION
MOVE to approve a liquor license application series 10 for Pizza Hut.
Attachments
Liquor License Application
Departmental Recommendation
Form Review
Inbox Reviewed By Date
Finance Director David Pock 03/25/2020 10:50 AM
Town Attorney Aaron D. Arnson 03/25/2020 10:52 AM
Town Manager Grady E. Miller 03/25/2020 11:26 AM
Form Started By: Kukkola Sonia Started On: 03/25/2020 09:48 AM
Final Approval Date: 03/25/2020
TOWN OF FOUNTAIN HILLS
ADMINISTRATION DEPARTMENT
INTER OFFICE MEMO
TO: (as applicable)
• Streets Division
• Fire Department
• Building Division
• Community Services
• Development Services
• Law Enforcement
• Licensing
DATE: 3/4/20
FR: Sonia Kukkola,
Financial Services Technician
RE: Liquor License Application
Attached is a Liquor License Application for staff review.
Review the application, then mark or sign, indicating staff’s recommendation for approval (with or
without stipulations) or denial.
If staff’s recommendation is to deny and/or there are stipulations for approval, please attach a memo
that specifies the reasoning and the memo will be forwarded on to the Town Council for their
consideration of this application.
Name of Organization: Pizza Hut, 13693 N. Fountain Hills Boulevard #103, Fountain Hills AZ 85268
Applicant: Theresa June Morse
Date(s) of Event: N/A
Date Application Received: 2/18/20 Town Council Agenda Date: 4/7/2020
STAFF REVIEW AND RECOMMENDATION:
Department/Division Staff Member Approved Denied N/A
P & Z John Wesley X
Community Services Linda Ayres X
Building Safety Peter Johnson X
Fire Department Dave Ott X
Law Enforcement Larry Kratzer X
Licensing Sonia Kukkola X
Street Department Jeff Pierce X
Attach repor t for denial or any recommendation requiring stipulations.
ITEM 5. C.
TOWN OF FOUNTAIN HILLS
STAFF REPORT
Meeting Date: 04/07/2020 Meeting Type: Town Council Regular Meeting
Agenda Type: Consent Submitting Department: Public Works
Prepared by: Randy Harrel, Town Engineer
Staff Contact Information: Justin Weldy, Public Works Director
Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF ratifying
the Town Manager's emergency approval of a Professional Services Agreement (Contract No. 2020-071),
with Wood Patel & Associates for engineering design services for the Panorama Drive storm drain
replacement.
Staff Summary (Background)
The Panorama Drive Storm Drain was originally constructed in 1988 (pre-incorporation) by MCO
Properties, as a part of the Panorama Drive Paving Improvements project. The storm drain is
approximately 3000' long, and is primarily 48" diameter pipe, with 66" diameter pipe at the downstream
two reaches.
Dry weather flows have frequently been noted in the channel downstream from this pipe outlet,
although the cause(s) of those flows has never been clearly identified. However, those flows indicate
the likelihood of drainage flow through this pipe's trench bedding and/or backflow. Water adjacent to a
metallic pipe vastly increases its corrosion potential. In 2015-16, the Town's contractor cleaned this pipe
(which had been half-filled with sediment) over a 2-year period.
In January 2020, a 6' x 3' surface sinkhole (and later a 2nd sinkhole) was noted near this pipe. Upon
excavating at that location, staff discovered that the pipe invert (bottom) had been corroded away and
that there was a large hole above the pipe for about a 20' length. Staff had the Town's contractor
remove/replace those sections of pipe and compact the backfill.
Between the date of those surface failures, staff had Ames Companies perform a camera inspection of
the full length of the Panorama Drive storm drain, to determine the lengths and severity of the pipe
corrosion. That camera inspection showed numerous locations of missing pipe invert, corroded pipe
areas, and substantial areas of missing bituminous lining; in addition to needing to skip over several
failing pipe invert lengths. Because of the extent of erosion over many segments of pipe, a nonstructural
slip-lining of the pipe was not feasible. Consulting with several pipe contractors, staff determined that
the full mainline pipe needed to be replaced with corrosion resistant pipe material.
Public Works Director Justin Weldy presented this situation to the Town Council at their work-study
meeting, with Council consensus to proceed to engineering design.
Wood, Patel prepared a proposal (attached) for the engineering work to design and prepare the bid
documents for the removal/replacement of the Panorama Drive storm drain main line with concrete
pipe (cast-in-place concrete pipe, with an alternate for precast reinforced concrete pipe).
Due to a sink hole that appeared recently in the area, this project was not anticipated during the current
fiscal year. The proposed project budget (Project D6058, to be included in the FY20-21 budget process) is
as follows:
Design - $ 98,305
Construction $1,901,695
Total $2,000,000
All costs will be paid from the Capital Improvements Project Fund, which contains an amount of
$2,150,000 requested in the proposed FY20-21 Capital Improvement Program Budget. This proposed
design contract is within the proposed budget amount for this project.
Due to the urgency in the need to make these repairs, the Town Manager approved the contract
administratively with Wood Patel & Associates. The Town Council is requested to ratify the Town
Manager's action due to the fact that the $98,305 expenditure is above the $50,000 expenditure
authority of the Town Manager.
Related Ordinance, Policy or Guiding Principle
N/A
Risk Analysis
Not reconstructing this deteriorated storm drain pipe could potentially cause or add to large surface
sinkhole(s), collapse in the roadway pavement adjacent to this pipe, cause pedestrian or vehicular traffic
accidents, and/or result in poor storm drain water quality downstream.
Recommendation(s) by Board(s) or Commission(s)
N/A
Staff Recommendation(s)
Staff recommends Council ratification of the Town Manager's action to approve the Professional
Services Agreement (Contract 2020-071) which was done to expedite the engineering design for this
urgent project.
SUGGESTED MOTION
MOVE to ratify the Town Manager's emergency approval of the Professional Services Agreement
(Contract 2020-071) with Wood, Patel, and Associates for design services for the Panorama Drive Storm
Drain Replacement project, for $98,305; and to approve a Capital Projects budget transfer in the same
amount.
Fiscal Impact
Fiscal Impact:$98,305
Budget Reference:FY20-21, #D6058
Funding Source:Capital Project Fund
If Multiple Funds utilized, list here:
Budgeted: if No, attach Budget Adjustment Form:Yes
Attachments
Second sink-hole photo
Vicinity Map
PSA 2020-071
Second sink-hole photo
Corroded pipe photo
Site Plan
Video Images
Budget Translfer
Form Review
Inbox Reviewed By Date
Public Works Director Justin Weldy 03/24/2020 08:48 AM
Finance Director David Pock 03/24/2020 09:21 AM
Town Attorney Aaron D. Arnson 03/24/2020 01:53 PM
Town Manager Grady E. Miller 03/25/2020 11:25 AM
Form Started By: Randy Harrel Started On: 03/17/2020 11:25 AM
Final Approval Date: 03/25/2020
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03/09/2020 13:16 |TOWN OF FOUNTAIN HILLS |P 1
BBogdan |BUDGET AMENDMENTS JOURNAL ENTRY PROOF |bgamdent
LN ORG OBJECT PROJ ORG DESCRIPTION ACCOUNT DESCRIPTION PREV BUDGET AMENDED
ACCOUNT LINE DESCRIPTION EFF DATE BUDGET CHANGE BUDGET ERR____________________________________________________________________________________________________________________________________
YEAR-PER JOURNAL EFF-DATE REF 1 REF 2 SRC JNL-DESC ENTITY AMEND
2020 10 3 04/07/2020 DESIGN FOR BUA D6058 1 1
1 CIPSTO 8085 D6058 STORMWATER CAP PROJ STORMWATER/DRAINAGE IMPROVEMEN .00 100,000.00 100,000.00
600-40-30-304-000-1960-8085-D6058 PANORAMA DR STORM DRAIN DESIGN 04/07/2020
2 CIPST 8060 S6062 STREETS CAP PROJECTS STREET IMPROVEMENTS 110,000.00 -100,000.00 10,000.00
600-40-30-302-000-1610-8060-S6062 PANORAMA DR STORM DRAIN DESIGN 04/07/2020
** JOURNAL TOTAL 0.00
03/09/2020 13:16 |TOWN OF FOUNTAIN HILLS |P 2
BBogdan |BUDGET AMENDMENT JOURNAL ENTRY PROOF |bgamdent
CLERK: BBogdan
YEAR PER JNL
SRC ACCOUNT ACCOUNT DESC T OB DEBIT CREDIT
EFF DATE JNL DESC REF 1 REF 2 REF 3 LINE DESC____________________________________________________________________________________________________________________________________
2020 10 3
BUA CIPSTO-8085-D6058 STORMWATER/DRAINAGE IMPROVEMEN 5 100,000.00
04/07/2020 D6058 DESIGN FOR T PANORAMA DR STORM DRAIN DESIGN
BUA CIPST-8060-S6062 STREET IMPROVEMENTS 5 100,000.00
04/07/2020 D6058 DESIGN FOR T PANORAMA DR STORM DRAIN DESIGN _________________ _________________
JOURNAL 2020/10/3 TOTAL .00 .00
ITEM 5. D.
TOWN OF FOUNTAIN HILLS
STAFF REPORT
Meeting Date: 04/07/2020 Meeting Type: Town Council Regular Meeting
Agenda Type: Consent Submitting Department: Public Works
Prepared by: Randy Harrel, Town Engineer
Staff Contact Information: Justin Weldy, Public Works Director
Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF (1)
Adopting Resolution 2020-05, abandonment of a portion of the existing Eagle Ridge Drive right-of-way
and appurtenant easements, north of Harmony Lane in Adero Canyon; and (2) Adopting
Resolution 2020-10, dedication of new right-of-way and easements for Eagle Ridge Drive, north of
Harmony Lane in Adero Canyon.
Staff Summary (Background)
Applicant: Chad Fischer, Senior Land Development Manager/Toll Brothers
Owner: Toll Brothers
Property Location: Adero Canyon plat; Eagle Ridge Drive R/W
Toll Brothers is requesting to modify the previously platted (in 2015) right-of-way and adjacent
easements for Eagle Ridge Drive through Adero Canyon, Phase 2, where the company is currently
constructing the paved roadway. The modifications are needed due to address the following:
Widened Roadway: The lots (i.e. the proposed traffic load) are being removed from the
Adero Parcel 9 bulk parcel (which is being dedicated to the Town for open space), and
replacement lots are being platted, shifted farther northerly within Adero Canyon. So, to
accommodate the additional traffic flow, Eagle Ridge Drive is being upgraded (widened) per its
approved Preliminary Plat, to a Minor Collector roadway cross-section (a 40'-wide roadway on a
60'-wide right-of-way) farther northerly versus the previously platted Local Roadway
cross-section (a 32'-wide roadway on a 50'-wide right-of-way).
Several minor (improved) alignment changes for the roadway are being made.* A sidewalk is now
being constructed within the road right-of-way, so the originally platted "Trail Easement" is no
longer needed, and is being abandoned.
The appurtenant Public Utility Easement, adjacent Drainage Easements, and other appurtenant
easement locations are being appropriately modified.
Due to the number and extent of these changes, it is less difficult and less confusing to fully abandon the
existing right-of-way and easements, then dedicate new right-of-way and easements, than it would
have been to show/ re-plat each individual change in the right-of-way/easements' locations,
dimensions, and bearings.
The roadway and utilities are currently under construction by Toll Brothers, per the approved
Preliminary Plat for Adero Phase 2 and the staff-approved improvement plans, based on this proposed
new roadway alignment. The new right-of-way and easements should be approved and recorded prior
to opening this roadway to public trailhead traffic later this year.
The town currently owns the existing Eagle Ridge Drive right-of-way, and has rights to many of the
easements being abandoned. The Town of Fountain Hills is also a signatory to this abandonment as well
as on the Map of Dedication. Likewise, the Adero Canyon Community Association owns Adero Parcel 7,
Tract D7 (an existing open space parcel):
A portion of the existing Eagle Ridge Drive right-of-way and several easements are being
abandoned to this tract.
A portion of this tract is being dedicated as new Eagle Ridge Drive right-of-way and appurtenant
easements.
The Adero Canyon Community Association is also a signatory to the dedication of the new right-of-way.
All of the public utilities have approved of abandonment of the existing 8' Public Utility Easement
located at each side of the existing right-of-way. (Note: Toll Brothers is currently constructing the only
utilities in this area, which are being located within or along the proposed roadway alignment, in an 8'
PUE being granted on both sides of the new right-of-way.
Toll Bothers' surveyor has prepared and submitted, and staff has reviewed/approved, both the
Abandonment Map and the Map of Dedication for Eagle Ridge Drive in Adero Phase 2.
An Assurance of Construction for the construction of the work in this right-of-way has been previously
posted with the town (currently a Performance Bond in the amount of $2,338,109.89 from Toll Brothers
AZ Construction Company, with North American Specialty Insurance Company as its surety).
Related Ordinance, Policy or Guiding Principle
N/A
Risk Analysis
N/A
Recommendation(s) by Board(s) or Commission(s)
N/A
Staff Recommendation(s)
Staff recommends approval of Resolution 2020-05 (Abandonment of the Existing R/W & Easements)
and of Resolution 2020-10 (Dedication of the New R/W & Easements).
SUGGESTED MOTION
MOVE to Adopt Resolution 2020-05 and Resolution 2020-10.
Attachments
Vicinity Map
Aerial Photo Map
Res 2020-05
ROW Abandonment Map
Res 2020-10
MOD
Form Review
Inbox Reviewed By Date
Development Services Director John Wesley 03/26/2020 07:23 AM
Public Works Director Justin Weldy 03/26/2020 03:29 PM
Finance Director David Pock 03/26/2020 04:53 PM
Town Attorney Aaron D. Arnson 03/26/2020 06:53 PM
Town Manager Grady E. Miller 03/31/2020 09:56 AM
Form Started By: Randy Harrel Started On: 01/28/2020 10:15 AM
Final Approval Date: 03/31/2020
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RESOLUTION NO. 2020-05
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN
OF FOUNTAIN HILLS, ARIZONA, PURSUANT TO A.R.S. §28-
7201 ET SEQ., ABANDONING ALL RIGHT, TITLE OR INTEREST
IN A PORTION OF THE EAGLE RIDGE DRIVE RIGHT OF WAY
AND APPURTENANT EASEMENTS LOCATED WITHIN
FOUNTAIN HILLS, AS RECORDED IN THE OFFICE OF THE
COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA IN
BOOK 1220, PAGE 28 (ROW 2019-02)
RECITALS:
WHEREAS, A.R.S. § 28-7201 et seq. provides for the disposition of unnecessary public
easements; and
WHEREAS, the Town Council of the Town of Fountain Hills is the governing body of the Town.
ENACTMENTS:
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND TOWN COUNCIL OF THE
TOWN OF FOUNTAIN HILLS, ARIZONA, AS FOLLOWS:
Section 1. That the portion of the Eagle Ridge Drive right-of-way and appurtenant easements
depicted and described substantially in the form attached as Exhibit A hereto and incorporated
herein, is declared to be no longer necessary.
Section 2. That the Council determines adequate consideration, as required by A.R.S. §28-
7208, is provided by virtue of the simultaneous acceptance of the dedication of property as set
forth in Resolution No. 2020-10.
Section 3. That upon recordation of this resolution in the office of the Maricopa County
Recorder, title to the land depicted and described substantially in the form attached as Exhibit A
shall vest to each adjacent property owner, subject to the same encumbrances, liens, limitations,
restrictions and estates as exist on the land to which it accrues in accordance with A.R.S. § 28-
7205.
PASSED AND ADOPTED this 7th day of April, 2020.
FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO:
___________________________________ __________________________________
Ginny Dickey, Mayor Elizabeth A. Burke, Town Clerk
RESOLUTION 2020-05 PAGE 2
REVIEWED BY: APPROVED AS TO FORM:
____________________________________ __________________________________
Grady E. Miller, Town Manager Aaron D. Arnson, Town Attorney
RESOLUTION 2020-05 PAGE 3
EXHIBIT A
RESOLUTION NO. 2020-10
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN
OF FOUNTAIN HILLS, ARIZONA PURSUANT TO A.R.S. § 9-401
ET SEQ., ACCEPTING DEDICATION OF ALL RIGHT, TITLE OR
INTEREST IN A PORTION OF THE EAGLE RIDGE DRIVE RIGHT
OF WAY AND APPURTENANT EASEMENTS LOCATED NORTH
OF HARMONY LANE IN ADERO CANYON WITHIN FOUNTAIN
HILLS, AS RECORDED IN THE OFFICE OF THE COUNTY
RECORDER OF MARICOPA COUNTY, ARIZONA IN BOOK
1220, PAGE 28 (ROW 2019-01)
RECITALS:
WHEREAS, A.R.S. § 9-401 et. seq. provides for the acquisition of land by the Town; and
WHEREAS, the Town Council of the Town of Fountain Hills is the governing body of the Town
and has the authority to acquire real property for the Town; and
WHEREAS, Toll Brothers AZ Construction Company and Adero Canyon Community Association
wish to dedicate their respective portions of the Eagle Ridge Drive right of way and appurtenant
easements located North of Harmony Lane in Adero Canyon within Fountain Hills, as recorded in
the office of the County Recorder of Maricopa County, Arizona in book 1220, page 28 (ROW
2019-01).
ENACTMENTS:
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND TOWN COUNCIL OF THE
TOWN OF FOUNTAIN HILLS, ARIZONA, AS FOLLOWS:
Section 1. That the portion of the Eagle Ridge Drive right-of-way and appurtenant easements
depicted and described substantially in the form attached as Exhibit A attached hereto and
incorporated herein, are declared to be dedicated to, and accepted by, the Town.
Section 2. That upon recordation of this resolution in the office of the Maricopa County
Recorder, title to the land depicted and described substantially in the form attached as Exhibit A
shall vest in the Town of Fountain Hills.
PASSED AND ADOPTED this 7th day of April, 2020.
FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO:
___________________________________ __________________________________
Ginny Dickey, Mayor Elizabeth A. Burke, Town Clerk
RESOLUTION 2020-10 PAGE 2
REVIEWED BY: APPROVED AS TO FORM:
____________________________________ __________________________________
Grady E. Miller, Town Manager Aaron D. Arnson, Town Attorney
RESOLUTION 2020-10 PAGE 3
EXHIBIT A
ITEM 5. E.
TOWN OF FOUNTAIN HILLS
STAFF REPORT
Meeting Date: 04/07/2020 Meeting Type: Town Council Regular Meeting
Agenda Type: Consent Submitting Department: Public Works
Prepared by: Randy Harrel, Town Engineer
Staff Contact Information: Justin Weldy, Public Works Director
Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF adopting
Resolution 2020-14 approving an Intergovernmental Agreement with the Maricopa County Flood
Control District for Golden Eagle Park Dam, Debris Mitigation Improvements.
Staff Summary (Background)
Golden Eagle Park lies in the flood impoundment area of Golden Eagle Park Dam. Recent flooding at the
Park (particularly the storm events of Oct. 2, 2018 and of Sept. 23, 2019) have demonstrated the need
for drainage improvements within the Park. J.E. Fuller has now prepared the "Golden Eagle Park
Drainage Improvements Study, Technical Report" and presented its findings to the Town Council on
1-21-20 (Item 4.0 on that agenda). A contract with J.E. Fuller for the design of the recommended Phase 1
Improvements (primarily, accumulated sediment removal and grading enlarged drainage channels
through the Park) was approved by the Town Council on 3-3-20. The Town's FY19-20 CIP budget includes
the "Golden Eagle Impoundment Area Improvements" (Project #D6057), which was budgeted at
$1,000,000 in Town CIP funding. (J.E. Fuller's current project estimate is $872,500 for improvements in
the Golden Eagle Park (for Phase 1 and Phase 2), and $602,000 for upstream grade control
improvements in Ashbrook Wash.)
Recognizing the magnitude of the flood improvements needed at Golden Eagle Park, staff had
submitted a capital project proposal to the Flood Control District of Maricopa County (FCDMC) in July
2019, which was not approved. FCDMC's submittal comments were that the proposed drainage work
primarily protect the Town's Park facilities, rather than for more general flood control purposes. As a
result, staff submitted a reduced scope proposal to the FCDMC under its Small Projects Assistance
Program in Oct. 2019, for the portion of the proposed facilities that will improve the protection of the
dam and downstream residences, including:
Removal of accumulated sediment from the drainage channels near the dam.
Removal of the inlet (Park side) steel access barrier at the Auxiliary Principal Outlet Structure (a
10' x 4' reinforced concrete box culvert through the dam).
Removal of the drop inlet approach to that Structure.
Regrading (lowering) the drainage channels near the dam (possible due to removal of the drop
inlet approach).
Placing debris catching features, such as bollards, upstream from the Outlet Structures.
Constructing a sediment drop basin near the dam.
FCDMC approved the Town's funding application in Oct. 2019. This IGA provides the legal basis for
the FCDMC's participation in the project work. FCDMC will fund 75% of the fundable project costs during
a two-year period (estimated to total $121,000; so the FCDMC participation is estimated to be $90,750.
The funding period is from July 1, 2020 to June 30, 2022.
The IGA specifically excludes FCDMC funding for various work (including R/W acquisition, permitting,
construction management, O&M, landscaping, aesthetic features, and utilities).
The Town is responsible for all other project costs, and for the operation and maintenance of the
project features after their completion.
The Flood Control District has been an excellent project partner on our several past projects with them,
and Staff looks forward to working together with them on this project.
Related Ordinance, Policy or Guiding Principle
Town Code Article 2-5 "Ordinances, Resolutions, and Contracts".
Risk Analysis
Not approving this IGA would require that the Town fund the proposed FCDMC portion of the project
costs for the "Golden Eagle Park Dam - Debris Mitigation Improvements", currently estimated to be
$90,750, in addition to all of its other proposed costs for upgrading the drainage facilities at Golden
Eagle Park.
Recommendation(s) by Board(s) or Commission(s)
N/A
Staff Recommendation(s)
Staff recommends approval of this IGA.
SUGGESTED MOTION
MOVE to adopt Resolution 2020-14.
Fiscal Impact
Fiscal Impact:$30,250
Budget Reference:
Funding Source:CIP
If Multiple Funds utilized, list here:
Budgeted: if No, attach Budget Adjustment Form:
Attachments
Res 2020-14
IGA
GEPD Arial Map
Don Rerick E-mail
Form Review
Inbox Reviewed By Date
Public Works Director Justin Weldy 03/24/2020 09:03 AM
Finance Director David Pock 03/24/2020 09:14 AM
Town Attorney Aaron D. Arnson 03/24/2020 11:10 AM
Town Manager Grady E. Miller 03/24/2020 11:46 AM
Form Started By: Randy Harrel Started On: 02/06/2020 05:47 PM
Final Approval Date: 03/24/2020
RESOLUTION NO. 2020-14
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN
OF FOUNTAIN HILLS, ARIZONA, ADOPTING AN INTER-
GOVERNMENTAL AGREEMENT WITH THE FLOOD CONTROL
DISTRICT OF MARICOPA COUNTY RELATING TO AN
INTERGOVERNMENTAL AGREEMENT FOR THE DESIGN,
RIGHTS-OF-WAY AC QUISITION, UTILITY RELOCATIONS,
CONSTRUCTION, CONSTRUCTION MANAGEMENT AND
OPERATION AND MAINTENANCE OF THE GOLDEN EAGLE
PARK DAM - DEBRIS MITIGATION IMPROVEMENT
ENACTMENTS:
BE IT RESOLVED BY THE MAYOR AND TOWN COUNCIL OF FOUNTAIN HILLS, ARIZONA,
as follows:
SECTION 1. The Intergovernmental Agreement with the Flood Control District of Maricopa
County related to the Design, Rights-of-Way Acquisition, Utility Relocations, Construction,
Construction Management and Operation and Maintenance of the Golden Eagle Park Dam -
Debris Mitigation Improvements (the “Agreement”) is hereby approved substantially in the form
and substance attached hereto as Exhibit A and incorporated herein by reference.
SECTION 2. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby
authorized and directed to take all steps necessary to carry out the purpose and intent of this
Resolution.
PASSED AND ADOPTED by the Mayor and Council of the Fountain Hills, Maricopa County,
Arizona, this 7th day of April, 2020.
FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO:
___________________________________ __________________________________
Ginny Dickey, Mayor Elizabeth A. Burke, Town Clerk
REVIEWED BY: APPROVED AS TO FORM:
____________________________________ __________________________________
Grady E. Miller, Town Manager Aaron D. Arnson, Town Attorney
RESOLUTION 2020-14 PAGE 2
Exhibit A
IGA FCD 2020A010 PCN 699.21.31 PAGE 1 OF 9
Intergovernmental Agreement
for the
Design, Rights-of-Way Acquisition, Utility Relocations, Construction, Construction
Management and Operation and Maintenance
of the
Golden Eagle Park Dam - Debris Mitigation Improvements
between the
Town of Fountain Hills
and the
Flood Control District of Maricopa Count y
IGA FCD 2020A010
Agenda Item _____________________
This Intergovernmental Agreement (this “Agreement”) is entered into by and between the Flood
Control District of Maricopa County, a political subdivision of the State of Arizona, acting by and
through its Board of Directors (the “DISTRICT”), and the Town of Fountain Hills, a municipal
corporation, acting by and through its Mayor and Town Council, (the “TOWN ”). The Town and
the D istrict are collectively referred to as the PROJECT PARTNERS and as a PROJECT
PARTNER.
This Agreement shall become effective as of the date it has been executed by all PROJECT
PARTNERS.
STATUTORY AUTHORIZATION
1. The DISTRICT is empowered by Arizona Revised Statutes (A.R.S.) § 48-3603, as revised, to
enter into this Agreement and has authorized the undersigned to execute this Agreement on
behalf of the DISTRICT.
2. The TOWN is empowered by A.R.S. § 9-240(B), as amended, to enter into this Agreement and
has authorized the undersigned to execute this Agreement on behalf of the TOWN.
BACKGROUND
3. On April 27, 2011 the Board of Directors of the DISTRICT (the Board) adopted Resolution
FCD 2009R003A (C -69-09-062-6-01) authorizing the DISTRICT to cost-share in projects
recommended under the DISTRICT’s Small Project Assistance Program.
4. Under the DISTRICT’s Small Project Assistance Program for Fiscal Year 2021, the TOWN
proposed the Golden Eagle Park Dam – Debris Mitigation Improvements (the “PROJECT”) to
provide the following benefits:
IGA FCD 2020A010 PCN 699.21.31 PAGE 2 OF 9
4.1 Reduce the flood hazard to the Golden Eagle Park that has experienced historic flooding .
4.2 Reduce the flood hazard to roadways in the vicinity of the PROJECT that have
experienced historic flooding.
5. The PROJECT scored 7th among 11 submittals for the Fiscal Year 2021 program, and has been
recommended by DISTRICT staff.
PURPOSE OF THE AGREEMENT
6. The purpose of this Agreement is to identify and define the responsibilities of the DISTRICT
and the TOWN for the design, rights-of-way acquisition, utility relocations, construction,
construction management, and operation and maintenance of the PROJECT.
TERMS OF AGREEMENT
7. The PROJECT shall mean the features required to accomplish the benefits enumerated in
paragraph 4 of this Agreement. Features of the PROJECT, as envisioned at the time of this
Agreement, are represented in Exhibit A but are subject to change with the consent of the
PROJECT PARTNERS and without amendment to this Agreement.
8. PROJECT DESIGN AND CONSTRUCTION COST shall mean the actual amount of money
required to complete the flood control features of the PROJECT that are completed and
invoiced by the TOWN to the DISTRICT between July 1, 2020 and June 30, 2022.
8.1 The following costs are expressly excluded from the PROJECT DESIGN AND
CONSTRUCTION COST shared under this Agr eement:
8.1.1 Costs associated with rights-of-way acquisition, permitting, construction
management (including materials testing and survey work), operations and
maintenance.
8.1.2 Costs associated with multi-use, landscaping or aesthetic features.
8.1.3 Costs associated with utility conflicts and utility relocations.
8.1.4 Personnel and administrative costs incurred by either PROJECT PARTNER.
8.2 The PROJECT DESIGN AND CONSTRUCTION COST is estimated to be $121,000
but is subject to change without amendment to this Agreement.
9. The DISTRICT shall:
9.1 Fund seventy-five percent (75%) of the PROJECT DESIGN AND CONSTRUCTION
COST incurred and invoiced between July 1, 2020 and June 30, 2022, with the funding
from the DISTRICT limited to a maximum of $500,000 in accordance with the
DISTRICT’s Small Project Assistance Program . The DISTRICT’s current estimated
funding share is $90,750. DISTRICT funds will be from the DISTRICT’s secondary tax
levy revenues and DISTRICT funding shall be contingent upon the availability of
IGA FCD 2020A010 PCN 699.21.31 PAGE 3 OF 9
DISTRICT Capital Impro vement Program Budget funding. This term shall not be
amended.
9.2 Reimburse the TOWN per the terms of this Agreement within thirty (30) days of receipt
of an invoice from the TOWN for its share of the PROJECT DESIGN AND
CONSTRUCTION COST.
9.3 Participate in a final inspection of the completed PROJECT with the TOWN .
10. The TOWN shall:
10.1 Fund the full PROJECT DESIGN AND CONSTRUCTION COSTS not reimbursed by
the DISTRICT, making the TOWN’s estimated PROJECT DESIGN AND
CONSTRUCTION COST share $30,250; and TOWN will fully fund all PROJECT costs
for any work completed and invoiced before July 1, 2020 or after June 30, 2022.
10.2 Fully and solely pay any payment required that does not fall within the definition of
PROJECT CONSTRUCTION COST.
10.3 Serve as the lead agency for all aspects of PROJECT implementation.
10.4 Invoice the DISTRICT as follows:
10.4.1 Within thirty (30) days of award of a PROJECT construction contract for one-half
(1/2) of its share of the PROJECT DESIGN AND CONSTRUCTION COSTS.
10.4.2 Within thirty (30) days of completion of construction of the PROJECT, but no later
than June 30, 2022, prepare a final accounting including change order costs not
previously paid, and invoice the DISTRICT for the remainder of its share of the
PROJECT CONSTRUCTION COST incurred , if any, to date.
10.5 Reimburse the DISTRICT for any previous over -payments.
10.6 Design the PROJECT, p rovide PROJECT plans and specifications to the DISTRICT
(including interim submittals as appropriate) for review and comment. The DISTRICT
shall provide, within three (3) weeks of receipt of the plans and specifications from the
TOWN , comments on the plans and specifications, if any. The TOWN shall incorporate
the comments provided by the DISTRICT into the PROJECT as appropriate.
10.7 Coordinate and staff any necessary public involvement activities related to the PROJECT.
10.8 Obtain all permits required for the PROJECT.
10.9 Obtain rights-of-way required for the PROJECT.
10.10 Relocate conflicting utilities.
10.11 Construct the PROJECT, provide construction management (including materials testing
and survey work), and provide any proposed construction change orders to the
DISTRICT for concurrence.
10.12 Coordinate a final inspection of the completed PROJECT with the DISTRICT .
IGA FCD 2020A010 PCN 699.21.31 PAGE 4 OF 9
10.13 Own the completed PROJECT and be responsible for operation and maintenance of the
completed PROJECT. The maintenance activities to be performed include, but are not
limited to, maintaining the flood control function of the PROJECT, including sediment
and vegetation removal and any and all aesthetic, park, and public use features,
maintenance of landscaping, irrigation, multi-use trails and berms, removal of trash and
debris, electricity and other operation costs for the facilities, vandalism repair and
replacement, and structural repair and replacement of the flood control structures. The
TOWN may delegate this responsibility to a third party but will remain ultimately
accountable to the DISTRICT under this Agreement.
10.14 Require that any contractor selected for the PROJECT:
10.14.1 Warrant its compliance with all federal immigration laws and regulations that
relate to its employees and their compliance with A.R.S. § 23-214(A);
10.14.2 Agree that a breach of the warranty under paragraph 10.14.1 shall be deemed a
material breach of contract and is subject to penalties up to and including
termination of the contract;
10.14.3 Agree that the DISTRICT retains the legal right to inspect the papers of the
contractor or subcontractor employee(s) who work(s) on this Agreement to
ensure that contractor or subcontractor is complying with the warranty under
paragraph 10.14.1;
11. Any local permits required for the PROJECT that are issued by either PROJECT PARTNER
shall be issued at no cost to the PROJECT.
12. Either PROJECT PARTNER may, with mutual written agreement of all PROJECT
PARTNERS, delegate responsibilities to another party. Any delegation, however, shall not
relieve the delegating PROJECT PARTNER of its original responsibilities as defined herein.
13. Each PROJECT PARTNER certifies that it has disclosed to the other PROJECT PARTNER
any known ongoing or anticipated litigation (to which it is a party) related to the PROJECT or
PROJECT-affiliated flooding hazards, and shall continue to make such disclosures through the
duration of this Agreement.
14. In the case of any dispute over any items in this Agreement, the PROJECT PARTNERS agree
to use their best efforts and enter into good faith negotiations to resolve the disputed matters.
However, this shall not limit the rights of the PROJECT PARTNERS to seek any remedies
provided by law.
15. Each PROJECT PARTNER shall take reasonable and necessary actions within its authority to
ensure that only storm water is discharged into the PROJECT, and that such discharges into the
PROJECT comply at the point of discharge with any applicable requirements of the U.S.
Environmental Protection Agency, Clean Water Act, Arizona Pollutant Discharge Elimination
System or any other applicable discharge requirements, including any permit requirements.
16. The PROJECT PARTNERS agree to equally share the cost of a PROJECT compliance and cost
audit to be initiated within sixty (60) days o f PROJECT completion, if requested by either
PROJECT PARTNER. An independent auditing firm on contract to the DISTRICT and
agreeable to the PROJECT PARTN ERS will perform the audit. Any payments or
IGA FCD 2020A010 PCN 699.21.31 PAGE 5 OF 9
reimbursements necessary to bring the PROJECT into compliance with the audit findings shall
be made within 45 days of acceptance by all PROJECT PARTNERS of the audit report.
17. Each PROJECT PARTNER (indemnitor) shall, to the extent permissible by law, indemnify,
defend and save harmless the others (indemnitees) including agents, officers, directors, governors
and employees thereof, from and against any loss or expense incurred as a result of any claim or
suit of any nature whatsoever, which arises out of indemnitor’s negligent or wrongful acts or
omissions pursuant to this Agreement. The TOWN shall further, to the extent permissible by
law, indemnify, defend and save harmless the DISTRICT including agents, officers, directors,
governors and employees thereof, from and against any loss or expense incurred as a result of
any claim or suit of any nature whatsoever, which arises out of recreational use of the PROJECT
in the event that it elects to invite such use (with or without DISTRICT concurrence). Such
indemnification obligations shall encompass any personal injury, death or property damages
resulting from the indemnitor’s negligent or wrongful acts or omissions, as well as reasonable
attorney fees, court costs, and other expenses relating to the defense against claims or litigation,
incurred by the indemnitee. Indemnitee shall be liable for its own negligence or wrongful acts as
provided by law.
18. Each PROJECT PARTNER
18.1 Shall comply with A.R.S. §§ 41-4401 and 23-214(A). Failure by either PROJECT
PARTNER to comply with A.R.S. §§ 41-4401 and 23-214(A) shall be deemed a breach of
this Agreement and is subject to penalties up to and including termination of the
Agreement.
18.2 Retains the legal right to inspect the records of the other PROJECT PARTNER’s and any
contractors’ or subcontractors’ employees performing work under this Agreement to
verify compliance with A.R.S. §§ 41-4401 and 23-214(A).
19. All notices or demands upon any PROJECT PARTNER shall be in writing and shall be
delivered in person, by express delivery service for which a receipt is obtained or sent by mail
addressed as follows:
Flood Control District of Maricopa County Town of Fountain Hills
Director Town Engineer
2801 West Durango Street 16705 E. Ave. of the Fountains
Phoenix, Arizona 85009-6399 Fountain Hills, Arizona 85268
20. This Agreement shall expire either (a) two years from the date of execution by all PROJECT
PARTNERS, or (b) upon both completion of the PROJECT and satisfaction of all funding
obligations and reimbursements associated with this Agreement, whichever is the first to occur.
However, b y mutual written agreement of all PROJECT PARTNERS, this Agreement may be
amended or terminated except as expressly stated in this Agreement. The operation and
maintenance and indemnification provisions of this Agreement shall survive the expiration of
this Agreem ent.
21. This Agreement is subject to the provisions of A.R.S. § 38-511.
22. Attached to this Agreement or contained herein are the written determinations by the
appropriate attorneys for the PROJECT PARTNERS, that these agencies are authorized under
the laws of the State of Arizona to enter into this Agreement and that it is in proper form.
IGA FCD 2020A010 PCN 699.21.31 PAGE 6 OF 9
23. If legislation is enacted after the effective date of this Agreement that changes the relationship or
structure of one or more PROJECT PARTNERS, the PROJECT PARTNERS agree that this
Agreement shall be renegotiated at the written request of either PROJECT PARTNER.
IGA FCD 2020A010 PCN 699.21.31 PAGE 7 OF 9
FLOOD CONTROL DISTRICT OF MARICOPA COUNTY
A Political Subdivision of the State of Arizona
Recommended by:
Michael A. Fulton Date
Director
Approved and Accepted:
By:
Chairman, Board of Directors
Date
Attest:
By:
Clerk of the Board
Date
The foregoing Intergovernmental Agreement FCD 2020A010 has been reviewed pursuant to A.R.S.
Section 11-952, as amended, by the undersigned General Counsel, who has determined that it is in
proper form and within the powers and authority granted to the Flood Control District of Maricopa
County under the laws of the State of Arizona.
General Counsel Date
IGA FCD 2020A010 PCN 699.21.31 PAGE 8 OF 9
TOWN OF FOUNTAIN HILLS
A Municipal Corporation
Approved and Accepted By:
Ginny Dickey, Mayor Date
Attest:
By:
Elizabeth Burke, Town Clerk Date
The foregoing Intergovernmental Agreement FCD 2020A010 has been reviewed pursuant to A.R.S.
Section 11-952, as amended, by the undersigned attorney who has determined that it is in proper
form and within the power and authority granted to the Town of Fountain Hills under the laws of
the State of Arizona.
Town Attorney Date
IGA FCD 2020A010 PCN 699.21.31 PAGE 9 OF 9
Exhibit A: Golden Eagle Park Dam – Debris Mitigation Improvements
ITEM 5. F.
TOWN OF FOUNTAIN HILLS
STAFF REPORT
Meeting Date: 04/07/2020 Meeting Type: Town Council Regular Meeting
Agenda Type: Consent Submitting Department: Administration
Prepared by: Elizabeth A. Burke, Town Clerk
Staff Contact Information: Aaron D. Arnson, Town Attorney
Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF approval of
Professional Services and Employment Agreement between the Town of Fountain Hills and Robert E.
Melton for the position of Presiding Judge of the Fountain Hills Municipal Court.
Staff Summary (Background)
Town Code Section 5-2-1 provides that the Town Council shall appoint a presiding judge for a term of
four years to oversee the operations and activities of the Town's Municipal Court and its employees.
The Town has employed Judge Robert Melton since 2014 as the court's presiding judge. The Town's
employment agreement with Judge Melton will expire on April 8, 2020.
Staff is requesting renewal of the employment agreement for an additional approximately four-year
term, as prescribed by Town Code. This employment agreement is largely identical to the previous
version of the agreement, except for minor language changes and the following substantive changes:
Revises Section 1 to coincide with the budget year (i.e., terminates on June 30, 2024, instead of in
April 2024), which will simplify salary adjustments for the Finance Department.
Revises Section 2.A to provide for salary increases of either 2.5% or the amount of any
across-the-board increases provided to Town employees as part of the Town's annual budget
adoption process.
Consistent with the Council's direction, Judge Melton will provide a report to the Council of actions
taken regarding the Administrative Office of the Court's most recent Court Operational Review. This
report will be provided within six months of the effective date of the agreement and again within twelve
months, if necessary.
Related Ordinance, Policy or Guiding Principle
Town Code 5-2-1; A.R.S. 22-401 et seq.
Risk Analysis
N/A
Recommendation(s) by Board(s) or Commission(s)
N/A
Staff Recommendation(s)
Staff recommends approval of the Professional Services and Employment Agreement between the
Town of Fountain Hills and Robert E. Melton for the position of Presiding Judge of the Fountain Hills
Municipal Court.
SUGGESTED MOTION
MOVE to approve the Professional Services and Employment Agreement between the Town of Fountain
Hills and Robert E. Melton for the position of Presiding Judge of the Fountain Hills Municipal Court.
Attachments
Agreement
Form Review
Inbox Reviewed By Date
Town Attorney Aaron D. Arnson 03/20/2020 09:35 AM
Finance Director David Pock 03/23/2020 06:54 AM
Town Attorney Aaron D. Arnson 03/24/2020 10:57 AM
Town Manager Grady E. Miller 03/24/2020 11:27 AM
Form Started By: Elizabeth A. Burke Started On: 03/19/2020 09:08 AM
Final Approval Date: 03/24/2020
1
PROFESSIONAL SERVICES AND EMPLOYMENT AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
ROBERT E. MELTON Ame nded and Restated April 7, 2020
THIS AMENDED AND RESTATED PROFESSIONAL SERVICES AND
EMPLOYMENT AGREEMENT (this "Amended Agreement") is entered into on April 9, 2020 ,
by and between the Town of Fountain Hills, an Arizona municipal corporation (the "Town") and
Mr. Robert E. Melton ("Melton").
RECITALS
A. Pursuant to ARIZ. REV. STAT. § 22-401 et seq., the Town is required to have a
municipal court, which shall be presided over by a magistrate judge (the "Presiding Judge").
B. On April 3, 2014, the Town and Melton entered into an Agreement for
employment of Melton by the Town (the "Original Agreement") for the position of Presiding Judge of the Town of Fountain Hills Municipal Court (the "Town Court"). The Original
Agreement was amended effective April 8, 2016 (the "First Amended Agreement”), and the
First Amended Agreement remains in full force and effect through April 8, 2020.
C. The Town and Melton desire to enter into this amendment (the “Second Amended
Agreement”) to extend the terms and conditions of employment for Melton by the Town as
Presiding Judge of the Town Court.
D. This Second Amended Agreement is based on the Arizona Constitution's requirement
of separation of powers and the necessity of judicial independence to preserve and protect that
separation. This Second Amended Agreement shall set forth the parameters, guidelines, duties,
rules of conduct and compensation during the term of this Second Amended Agreement.
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 is hereby acknowledged,
the Town and Melton hereby agree as follows:
1. Term. This Second Amended Agreement shall be effective on April 9, 2020 ,
and shall remain in full force and effect until June 30, 2024, unless sooner terminated for cause
as set forth in Section 5 below. After commencing his official duties, and thereafter during the term
of this Second Amended Agreement, Melton shall not be in the exclusive employ of the Town,
but shall not accept other employment or carry out any other business that would conflict with his
duties as Presiding Judge. Except as set forth in Subsection 3(A) below, any such additional
duties shall be conducted outside of Melton's regular Town Court work hours and without the
use of Town resources or equipment.
2
2. Compensation.
A. Base Salary. Melton shall be paid, in bi-weekly installments, an annual salary of
$77,706.00 for the term of this Second Amended Agreement, unless increased pursuant to this Subsection.
Melton's base salary shall be increased by the greater of either 2.5% annually, or the amount of any across-the-board increases provided to Town employees as part of the Town’s annual budget adoption, beginning
with the first full pay period of the Town's fiscal years during FY 2020-2021, FY 2021-2022, FY 2022-
2023, and FY 2023-2024. Melton expressly agrees and understands that the adjustments set forth in this
Subsection shall be the sole means for increases to his base salary and that no other adjustments to his base
salary shall occur.
B. Retirement and Deferred Compensation. Melton may, at his sole option and
expense, contribute to the Town's existing ICMA-RC 457 plan account (any catch-up amounts permitted by the plan shall be made separately by Melton). Such contributions shall be in bi-weekly installments via
payroll deduction. Additionally, the Town agrees to match equally the amounts Melton contributes to the
ICMA-RC 457 plan account as permitted by law, up to a maximum of 11% of Melton's salary. The Town
further agrees to allow the transfer of ownership of Melton's plan(s), to the extent permitted by law, to
any succeeding employer in the event of Melton's termination from the Town, for any reason.
C. Vacation and Sick Leave. Melton shall accrue "Vacation Leave” and “Sick
Leave” at the same rate and under the same conditions applicable to other part-time Town employees, based
on a 25 hour per week schedule.
3. Duties. Melton shall perform the duties of Presiding Judge pursuant to all laws,
ordinances and rules of the State of Arizona, the Town of Fountain Hills and the Arizona Supreme
Court. Without limiting the generality of the foregoing sentence , Melton shall be responsible for carrying
out the duties and obligations set forth in Chapter 5 of the Town Code.
A. Work Hours. Melton shall maintain reasonable work hours Monday through
Thursday except for legal holidays, and shall be available as necessary during non-work hours and on Fridays, during weekends and on legal holidays to conduct initial appearances as required by law or to address other
court matters requiring immediate attention; provided, however, that all time worked during a calendar week
shall not be more than 25 hours, including any leave taken or holidays occurring during such time period. In
the event the Town chooses to change its regular work schedule from a four -day work week to a five-day
work week, Melton shall conform his work hours accordingly. The Town agrees and understands that,
due to the part-time nature of the Presiding Judge position, Melton may take on other judicial assignments.
In such case, Melton shall make such accommodations as necessary to ensure that any such assignments
shall not conflict with his Town Court duties, including any time during which Melton is serving as a judge
or pro tern judge in another court.
B. Case Adjudication. Melton shall act as Presiding Judge over all assigned court
calendar dockets in a timely fashion and shall, if necessary, secure the services of an Associate Pro Tern
Judge or hearing officer to facilitate the timely adjudication of cases in the Town Court.
C. Judicial Conduct. Melton shall at all times during the term of this
Second Amended Agreement ensure that his conduct as Presiding Judge does not violate Arizona
Supreme Court Administrative Order No. 93-30 (as amended by Order No. 96-25) and any other
3
applicable order, the Code of Judicial Conduct, Rule 45 of Rules of the Arizona Supreme Court
and any other rule or law governing the conduct of judges.
D. Court Administration. Melton shall, through the Town Court
Administrator, act as the chief administrative officer over the Town Court and shall abide by the Rules
and Regulations of the Town, including Town Code Subsection 5-2-6, in the conduct thereof. Melton shall, through the Town Court Administrator, be responsible for administ ering the budget of
the Town Court and for preparing and submitting for approval an annual budget in accordance with
established Town procedures.
E. Community Interaction. In addition to his duties as set forth above,
Melton (i) shall oversee and participate in the Town's Teen Court, (ii) shall participate in the Court
component of the Town's Citizens Academy, (iii) should conduct outreach to the Fountain Hills High
School to assist with criminal law and justice studies courses and (iv) may participate in such
local charitable or civic organizations as Melton determines appropriate.
4. Performance Evaluation. The Town Council shall review and evaluate Melton's
performance as far in advance of the expiration of this Second Amended Agreement as
practicable. Melton's review and evaluation shall be based upon (A) success at fulfilling the reasonably achievable goals and performance objectives for Town Court efficiency set forth by the
Town Council in its annual goal-setting retreat, (B) personnel management, including overall
management style and ability to lead and direct Town Court staff and ability to supervise Town
Court staff, but specifically excluding any evaluation of Melton's hiring and firing decisions with
respect to individual staff members and (C) professionalism, including manner of addressing
members of the public who appear in the Town Court.
5. Termination. During the term of this Second Amended Agreement, Melton may be removed from office by the Town Council for cause, requiring a material violation of this Second
Amended Agreement. Notice of removal from office shall be delivered in writing to Melton and
Melton shall have the right to request a hearing before the Town Council. Melton may terminate
this Second Amended Agreement and resign his appointment as Presiding Judge upon 30 days
written notice to the Town Mayor.
6. Professional Development.
A. Professional Associations. The Town hereby agrees to budget for and to pay
for Melton's expenses of professional and official travel, meetings, and occasions as necessary to
continue his professional development and to adequately pursue necessary official functions for the
Town Court.
B. Continuing Education. The Town also agrees to budget for and to pay for
Melton's expenses for continuing education courses, institutes and seminars necessary for his
professional development as a judge and for the good of the Town Court.
C. State Bar Dues. The Town agrees to reimburse Melton the State Bar of Arizona dues on an annual basis in the Judicial Membership Category, if said dues are paid before the State Bar of Arizona deadline of February 1st.
7. General Expenses. The Town recognizes that certain expenses of a non-personal and
generally job-affiliated nature are periodically incurred by Melton. The Town (A) agrees to reimburse or to pay
4
said general expenses and (B) authorizes the Town Manager or authorized designee to disburse such monies
upon receipt of duly executed expense or petty cash vouchers, receipts, statements or personal affidavits.
8. Bonding. The Town shall bear the full cost of any fidelity or other bonds required of
Melton under any law or ordinance.
9. No Reduction of Benefits. The Town shall not, at any time during the term of this Second
Amended Agreement, reduce Melton's salary, compensation or other financial benefits.
10. Notices and Requests. Any notice or other communication required or permitted to be
given under this Second Amended 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 E. Avenue of the Fountains
Fountain Hills, AZ 85268
Attn: Mayor
With copy to: Pierce Coleman, PLLC
4711 E. Falcon Dr., Suite 111
Mesa, AZ 85215
If to Melton: Robert E. Melton
4365 N. 86th St.
Scottsdale, AZ 85251
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 (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. Waiver. No delay in exercising a ny right or remedy shall constitute a waiver
thereof, and no waiver by the Town or Melton of the breach of any covenant of this Second
Amended Agreement shall be construed as a waiver of any preceding or succeeding breach of the
same or any other covenant or condition of this Second Amended Agreement.
5
12. Attorneys' Fees. In the event either party finds it necessary to bring any action at
law or other proceeding against the other party to enforce any of the terms, covenants or
conditions hereof, or by reason of any breach or default hereunder, the party prevailing in such
action or other proceeding shall be paid all reasonable costs and rea sonable attorneys' fees by the
other party and, in the event any judgment is secured by said prevailing party, all such costs and
attorneys' fees shall be included therein, such fees to be set by the court and not by jury.
13. Headings. The descriptive headings of the sections of this Second Amended
Agreement are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
14. Time of the Essence. Time is of the essence in this Second Amended
Agreement.
15. Assignment. This Second Amended Agreement may not be assigned, in whole
or in part.
16. Entire Agreement. This Second Amended Agreement constitutes the entire
agreement between the parties hereto pertaining to the subject matter hereof. All prior and
contemporaneous agreements, representations and understandings of the parties, oral or
written, are hereby superseded and merged herein.
17. Amendment. No amendment or waiver of any provision in this Second Amended
Agreement will be binding (A) on the Town unless and until it has been approved by the Town
Council and has become effective or (B) on Melton unless and until it has been executed by
Melton or his authorized representative.
18. Governing Law. This Second Amended Agreement is entered into in
Arizona and shall be construed and interpreted under the laws of the State of Arizona.
19. Severability. Every provision of this Second Amended Agreement is and will be
construed to be a separate and independent covenant. If any provision in this Second Amended
Agreement or the application of the same is, to any extent, found to be invalid or
unenforceable, then the remainder of this Second Amended Agreeme nt or the application of
that provision to circumstances other than those to which it is invalid or unenforceable, will not be affected by that invalidity or unenforceability. Each provision in this Second Amended
Agreement will be valid and will be enforc ed to the extent permitted by law and the parties
will negotiate in good faith for such amendments of this Second Amended Agreement as may
be necessary to achieve its intent, notwithstanding such invalidity or unenforceability.
20. Covenant of Good Faith. In exercising their rights and in performing their
obligations pursuant to this Second Amended Agreement, the parties will cooperate with one
another in good faith to ensure the intent of this Second Amended Agreement can be attained.
The Town and its Town Council shall not unreasonably withhold appropriation authority to fund the
salary, benefits and other provisions of this Second Amended Agreement.
21. Conflict of Interest. This Second Amended Agreement may be cancelled by the Town
pursuant to ARIZ. REV. STAT. § 38-511.
6
22. Counsel Assistance; Fair Interpretation.
A. Counsel for Melton. Melton has either been assisted by counsel in
connection with the preparation and execution of this Second Amended Agreement or has chosen to forego
such legal representation.
B. Counsel for Town. The Town has been assisted by counsel of its own
choosing in connection with the preparation and execution of this Second Amended Agreement.
C. Fair Interpretation. This Second Amended Agreement shall be construed
according to the fair meaning of its language. The rule of construction that ambiguities shall be resolved
against the Party who drafted a provision shall not be employed in interpreting this Second Amended
Agreement.
23. Records and Audit Rights. Melton's books, records, correspondence, accounting
procedures and practices, and any other supporting evidence relating to this Second Amended
Agreement (all the foregoing hereinafter referred to as "Records"), to ensure that Melton is
complying with the warranty under Section 24 below, 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
Melton's actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Second Amended Agreement and
(B) evaluation of the Melton's compliance with the Arizona employer sanctions laws referenced in
Section 24 below. To the extent necessary for the Town to audit Records as se t forth in this
subsection, Melton hereby waives 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 from the effective date of this Second Amended Agreement for the duration of the
work and until three years after the date of final payment by the Town to Melton pursuant to this
Second Amended Agreement. Melton shall provide the Town with adequate and appropriate
workspace so that the Town can conduct audits in compliance with the provisions of this section.
The Town shall give Melton reasonable advance notice of intended audits.
24. E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41-4401,
Melton warrants compliance with all federal immigration laws and regulations that relate to Town Court
employees and compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A).
Melton's failure to comply with such warranty shall be deemed a material breach of this Second Amended
Agreement and may result in the termination of this Second Amended Agreement by the Town.
[SIGNATURES ON FOLLOWING PAGE]
7
IN WITNESS WHEREOF, the parties have executed this Second Amended Agreement on the day and year first set forth above.
“MELTON” “TOWN”
TOWN OF FOUNTAIN HILLS, an Arizona
municipal corporation
____________________________________
Robert E. Melton
____________________________________
Ginny Dickey, Mayor
ATTEST:
____________________________________
Elizabeth A. Burke, Town Clerk
ITEM 6. A.
TOWN OF FOUNTAIN HILLS
STAFF REPORT
Meeting Date: 04/07/2020 Meeting Type: Town Council Regular Meeting
Agenda Type: Regular Agenda Submitting Department: Administration
Prepared by: Mike Ciccarone, Information Technology Administrator
Staff Contact Information: David Trimble, Deputy Town Manager/Admin. Serv. Dir.
Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF approving a
Cooperative Purchase Agreement 2020-076 with Level 3 Audio Visual LLC for the replacement of council
chambers audio and video equipment.
Staff Summary (Background)
The existing audio visual equipment in the Council Chambers was installed during the construction of
Town Hall in 2005 and the video production system in 2008. At that time, the audio/video system was
state of the art with three remotely controlled cameras. However, over the last five years, there have
been numerous component failures including audio mixer, control system, video production system,
and web streaming encoder.
Lately, staff has received multiple complaints regarding poor sound quality and the inability to hear
council members and presentations during meetings. Due to equipment failures, it is now impossible to
adjust microphone levels on the fly during meetings. There are also deficiencies with the hearing assist
system.
Over the years, staff has been able to make minor repairs to the equipment as needed. Unfortunately, it
has become increasingly difficult to find (used) replacement hardware. Staff is proposing the
replacement of all audio/video and video production equipment to enhance the quality of our public
meetings with improved presentations and sound reinforcement, as well as quicker turnaround to post
meetings online for the public.
Related Ordinance, Policy or Guiding Principle
N/A
Risk Analysis
There have been numerous equipment failures to date. If the equipment is not replaced soon, we run
the risk of another equipment failure which could make the room unusable for public meetings.
Recommendation(s) by Board(s) or Commission(s)
N/A
Staff Recommendation(s)
Staff recommends approval of the cooperative purchasing agreement with Level 3 Audio Visual LLC.
SUGGESTED MOTION
MOVE to approve the Cooperative Purchase Agreement with Level 3 Audio Visual LLC in the amount of
$118,943.23.
Fiscal Impact
Fiscal Impact:$118,943.23
Budget Reference:
Funding Source:FRAD
If Multiple Funds utilized, list here:
Budgeted: if No, attach Budget Adjustment Form:Yes
Attachments
CPA Level 3
Form Review
Inbox Reviewed By Date
Finance Director David Pock 03/23/2020 08:35 AM
Town Attorney Aaron D. Arnson 03/24/2020 10:22 AM
Town Manager Grady E. Miller 03/25/2020 11:27 AM
Form Started By: Mike Ciccarone Started On: 03/17/2020 07:51 AM
Final Approval Date: 03/25/2020
1
Contract No. 2020-076
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
LEVEL 3 AUDIO VISUAL, LLC
THIS COOPERATIVE PURCHASING AGREEMENT (this “Agreement”) is entered into
as of April 7, 2020, between the Town of Fountain Hills, an Arizona municipal corporation (the
“Town”), and LEVEL 3 AUDIO VISUAL, LLC, an Arizona limited liability company (the
“Contractor”).
RECITALS
A. After a competitive procurement process, the State of Arizona (the “State”) entered
into Contract No. ADSPO17-184597, dated October 16, 2017, as amended (the “State Contract”),
with Level 3 Audio Visual, LLC, an Arizona limited liability company, for the procurement of
audio and visual (“AV”) equipment and services. The State Contract is attached as Exhibit A and
incorporated herein by reference to the extent not inconsistent with this Agreement.
B. The Town is permitted, pursuant to Section 3-3-27 of the Town Code, to make
purchases under the State Contract, at its discretion and with the agreement of the awarded
Contractor, and the State Contract permits its cooperative use by other public entities, including
the Town.
C. The Town and the Contractor desire to enter into this Agreement for the purpose of
(i) acknowledging their cooperative contractual relationship under the State Contract and this
Agreement, (ii) establishing the terms and conditions by which the Contractor may provide AV
equipment and services (the “Materials and Services”) and (iii) setting the maximum aggregate
amount to be expended pursuant to this Agreement related to the Materials and Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Town and the Contractor hereb y 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”), unless
terminated as otherwise provided in this Agreement or the State Contract. After the expiration of
the Initial Term, this Agreement may be renewed for up to four successive one-year terms (the
“Renewal Term”) if: (i) it is deemed in the best interests of the Town, subject to availability and
appropriation of funds for renewal in each subsequent year, (ii) the term of the State Contract has
not expired or has been extended, (iii) at least 30 days prior to the end of the then-current term of
this Agreement, the Contractor requests, in writing, to extend this Agreement for an additional
2
one-year term and (iv) the Town approves the additional one-year term in writing (including any
price adjustments approved as part of the State Contract), as evidenced by the Town Manager’s
signature thereon, which approval may be withheld by the Town for any reason. The Contractor’s
failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of
the then-current term of this Agreement; provided, however, that the Town may, at its discretion
and with the agreement of the Contractor, elect to waive this requirement and renew this
Agreement. The Initial Term and any Renewal Term(s) are collectively referred to herein as the
“Term.” Upon renewal, the terms and conditions of this Agreement shall remain in full force and
effect.
2. Scope of Work. Contractor shall provide to the Town the Services under the terms
and conditions of the State Contract and according to the specifications set forth in the Contractor’s
Proposal attached hereto as Exhibit B and incorporated herein by reference.
2.1 Inspection; Acceptance. All Materials and Services are subject to final
inspection and acceptance by the Town. Materials failing to conform to the requirements of this
Agreement and/or the State Contract will be held at Contractor’s risk and may be returned to the
Contractor. If so returned, all costs are the responsibility of the Contractor. Upon discovery of non-
conforming Materials or Services, the Town may elect to do any or all of the following by written
notice to the Contractor: (i) waive the non-conformance; (ii) stop the work immediately; or (iii)
bring Materials or Services into compliance and withhold the cost of same from any payments due
to the Contractor.
2.2 Cancellation. The Town reserves the right to cancel any work order within
a reasonable time after issuance. Should a work order be canceled, the Town agrees to reimburse
the Contractor, but only for actual and documentable costs incurred by the Contractor due to and
after issuance of the work order. The Town will not reimburse the Contractor for any costs incurred
after receipt of the Town notice of cancellation, or for lost profits, shipment of product prior to
issuance of a work order or for anything not expressly permitted pursuant to this Agreement.
3. Compensation. The Town shall pay Contractor an amount not to exceed
$118,943.23 for the Materials and Services at the rates set forth in the State Contract and as more
particularly set forth in Exhibit B.
4. Payments. The Town shall pay the Contractor upon delivery of Materials and
Services.
5. Records and Audit Rights. To ensure that the Contractor and its subcontractors are
complying with the warranty under Section 6 below, Contractor’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 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 evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona
employer sanctions laws referenced in Section 6 below. To the extent necessary for the Town to
audit Records as set forth in this Section, Contractor and its subcontractors hereby waive any rights
3
to keep such Records confidential. For the purpose of evaluating or verifying such actual or
claimed costs or units expended, the Town shall have access to said Records, even if located at its
subcontractors’ facilities, from the effective date of this Agreement for the duration of the work
and until three years after the date of final payment by the Town to Contractor pursuant to this
Agreement. 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 Section. The Town shall give Contractor or its subcontractors reasonable advance notice of
intended audits. Contractor shall require its subcontractors to comply with the provisions of this
Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement.
6. 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 subcontractors’ 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.
7. 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,” as that term is defined in ARIZ.
REV. STAT. § 35-393, of Israel.
8. Conflict of Interest. This Agreement may be canceled by the Town pursuant to
ARIZ. REV. STAT. § 38-511.
9. Applicable Law; Venue. This Agreement shall be governed by the laws of the State
of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa
County, Arizona.
10. 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. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among
the terms of this Agreement, the State Contract, the Proposal, and invoices, the documents shall
4
govern in the order listed herein. Notwithstanding the foregoing, and in conformity with Section 2
above, unauthorized exceptions, conditions, limitations or provisions in conflict with the terms of
this Agreement or the State Contract (collectively, the “Unauthorized Conditions”), other than the
Town’s project-specific requirements, are expressly declared void and shall be of no force and
effect. Acceptance by the Town of any work order or invoice containing any such Unauthorized
Conditions or failure to demand full compliance with the terms and conditions set forth in this
Agreement or under the State Contract shall not alter such terms and conditions or relieve
Contractor from, nor be construed or deemed a waiver of, its requirements and obligations in the
performance of this Agreement.
12. Rights and Privileges. To the extent provided under the State Contract, the Town
shall be afforded all of the rights and privileges afforded to the State and shall be the “State” (as
defined in the State Contract) for the purposes of the portions of the State Contract that are
incorporated herein by reference.
13. Indemnification; Insurance. In addition to and in no way limiting the provisions set
forth in Section 12 above, the Town shall be afforded all of the insurance coverage and
indemnifications afforded to the State to the extent provided under the State Contract, and such
insurance coverage and indemnifications shall inure and apply with equal effect to the Town under
this Agreement including, but not limited to, the Contractor’s obligation to provide the
indemnification and insurance. In any event, 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.
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
(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 or (iii) given to a recognized
and reputable overnight delivery service, to the address set forth below:
If to the Town: Town of Fountain Hills
16705 E. Avenue of the Fountains
Fountain Hills, Arizona 85268
Attn: Grady E. Miller, Town Manager
With copy to: Pierce Coleman PLLC
4711 E. Falcon Dr., Ste. 111
Mesa, Arizona 85215
Attn: Aaron D. Arnson, Town Attorney
5
If to Contractor: Level 3 Audio Visual, LLC
955 E. Javelina Ave., Ste. B-106
Mesa, Arizona 85204
Attn: Derek 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: (i) when delivered to the party, (ii) three business days after being placed in the U.S.
Mail, properly addressed, with sufficient postage or (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 follo wing 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.
[SIGNATURES APPEAR ON FOLLOWING PAGES]
6
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
________________________________
Grady E. Miller, Town Manager
ATTEST:
________________________________
Elizabeth A. Burke, Town Clerk
APPROVED AS TO FORM:
________________________________
Aaron D. Arnson, Town Attorney
(ACKNOWLEDGEMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On ____________________, 2020, 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.
____________________________
Notary Public
(Affix notary seal here)
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
7
“Contractor”
LEVEL 3 AUDIO VISUAL, LLC,
an Arizona limited liability company
By: __________________________
Name: ________________________
Its: ___________________________
(ACKNOWLEDGEMENT)
STATE OF _____________ )
) ss.
COUNTY OF ___________ )
On ________________, 2020, before me personally appeared _________________, the
________________ of LEVEL 3 AUDIO VISUAL, LLC, an Arizona corporation, whose identity
was proven to me on the basis of satisfactory evidence to be the person who he or she claims to be,
and acknowledged that he or she signed the above document, on behalf of the limited liability
company.
____________________________
Notary Public
(Affix notary seal here)
4848-3048-9015, v. 1
EXHIBIT A
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
LEVEL 3 AUDIO VISUAL, LLC
[State Contract]
See following pages.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
Table of Contents
Page 1 of 46 2
Available online at Procure.AZ.gov
Part 2: Scope, Pricing and Terms and Conditions
Table of Contents
SECTION 2-A: Scope of Work ........................................................................................................................ 2
1.0 ..... PURPOSE AND BACKGROUND .......................................................................................... 2
2.0 ..... SCOPE SUMMARY ............................................................................................................ 2
3.0 ..... SCOPE OF PRODUCTS AND SERVICES ............................................................................... 2
4.0 ..... SERVICE REQUIREMENTS ................................................................................................. 4
5.0 ..... PRICING REQUIREMENTS ................................................................................................. 5
SECTION 2-B: Pricing Document ................................................................................................................... 7
1.0 Compensation ............................................................................................................................... 7
2.0 Pricing ........................................................................................................................................... 7
3.0 Funding ......................................................................................................................................... 8
4.0 Invoicing ........................................................................................................................................ 9
5.0 Payments .................................................................................................................................... 10
6.0 Online Catalog and Electronic Ordering System (Punch-Out) (OPTIONAL) ................................ 11
SECTION 2-C: Special Terms and Conditions ............................................................................................... 12
SECTION 2-D: Uniform Terms and Conditions ............................................................................................ 39
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-A: Scope of Work
Page 2 of 46 2
Available online at Procure.AZ.gov
SECTION 2-A: Scope of Work
1.0 Purpose and Background
1.1 Purpose: The State of Arizona is seeking one (1) or more Contractors to provide Audio and
Video (AV) Equipment and Services. This includes AV equipment and related services such as
design, installation, maintenance etc.
1.2 Background: The State acknowledges that the AV industry and its suppliers are changing rapidly
and as such desires to establish manufacturer-based contracts allowing flexibility to
accommodate open-standards-based products and new technology. Contracts resulting from
this solicitation will be used by multiple Eligible Agencies with delivery locations throughout
the State. The State intends to consider value-added-reseller, distributor, as well as
manufacturer-direct proposals and may award multiple manufacturer offerings to a
successful value-added-reseller and/or distributor. The State prefers to contract with vendors
who represent multiple manufacturers as well as vendors who represent manufacturers
that produce specialized or custom AV products.
2.0 Scope Summary
2.1 The Contract shall be on an “as needed, if needed” basis. There is no guarantee as to the
amount of products and/or services purchased under any resulting Contract.
2.2 The Contractor(s) shall provide Audio and Video Equipment and Services under this Contract
which includes:
2.2.1 Actual manufacturer’s products and/or services and all labor, materials,
transportation, equipment and other necessities for the installation, integration,
and implementation, including engineering analysis, design and configuration of the
manufacturer’s product and/or service.
2.2.2 Software and/or hardware maintenance of the manufacturer’s product or service.
2.2.3 Ancillary services in conjunction with the implementation, or extension of a
manufacturer’s product.
3.0 Scope of Products and Services
3.1 The contract(s) shall provide a broad range of Audio and Video Equipment and Services as well
as all necessary account and delivery services. Equipment offered in the following categories
shall be considered for award. These categories shall be defined by similar types of products
and include all related parts and accessories:
Category Description
Audio Compact Disc (CD) Systems, Public Address (PA) Systems, Speakers,
Tape Players/Recorders, Assistive Listening Devices, and other
associated equipment & services
Cameras Digital, Document, Video, Camcorders, Security, Weatherized,
and other associated equipment & services.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-A: Scope of Work
Page 3 of 46 2
Available online at: Procure.AZ.gov
Presentation Systems Projectors, Projector Screens, Interactive Boards, Mounting
systems, and other associated equipment & services.
Televisions Digital, LCD, LED, OLED, Plasma, Mounting Systems, Swivels,
DVD or Blu-ray Disc Players, and other associated equipment &
services.
Video Conferencing Video Conferencing Equipment, Systems, Services and other
associated equipment & services.
Interactive Educational Response
Systems
3.2 The following list of items are examples of AV equipment and related accessories that are
currently eligible for purchase (“ITEMS INCLUDED”) and any applicable exclusions (“ITEMS
EXCLUDED”).
3.2.1 ITEMS INCLUDED (but not limited to):
o Still photography cameras priced at $150 or higher
o Video cameras priced at $150 or higher
o Camera batteries for eligible cameras priced at $150 or higher
o Digital video camera disk drives
o Monitors (including video, broadcast, televisions, etc.)
o Projectors (including hand-held projectors)
o Projector lamps
o Projector Screens (including Automated and Portable)
o Cases
o Mounting brackets/yokes
o Swivels
o OEM Software that is part of the AV solution
o Editing Equipment
o Light kits
o Mixers/Processors
o AV Switchers
o AV Controllers
o Tripods
o Tripod dollies
o Microphones
o Podiums
o AV tables/Carts
o Rack Mounts
o Speakers
o Switchers
o Soundboards
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-A: Scope of Work
Page 4 of 46 2
Available online at: Procure.AZ.gov
o PA Systems (including portable)
o Media Players (CD, DVD, Blu-ray, MP3 etc.)
o Recorders (including media recording and publishing systems that capture,
manage, and deliver web presentations)
o Integrated Room Systems
o Desktop Systems
o Digital Video Servers
o Decoders/receivers
o Duplicators/CD Burners
o Interactive Boards
o Ancillary Power
o AV Cabling
o Audio and Video Accessories not otherwise specified above
o Custom AV Equipment and Accessories as needed
3.2.2 ITEMS EXCLUDED (specifically from this contract):
o Rented or leased products
o Computers - unless the intended design of the computer is specifically for Audio
and/or Video purposes
o Computer monitors, keyboards, mouse, and/or related accessories
o Radio related Products and Services, including Public Safety Communication
Equipment, 2-way radios, 900MHz Digital Microwave Radio Systems, and Digital
Microwave Radio Equipment
o Wireless products and services (Cellular, Data, PDAs, Pagers)
o Carrier Services, both regulated and unregulated
o Any software that is not part of the AV solution
o Cameras priced below $150 and their related accessories
4.0 Service Requirements
4.1 The services that may be offered in correlation with this solicitation are categorized as
follows:
4.1.1 Design
4.1.1 (a) The Contractor shall clearly define and communicate to the State what
is specifically included in their Design Services.
4.1.2 Installation
4.1.2 (a) Time of Purchase of new equipment
4.1.2 (b) Previously purchased equipment
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-A: Scope of Work
Page 5 of 46 2
Available online at: Procure.AZ.gov
4.1.3 Training
4.1.3 (a) User Training/Transfer of Knowledge: This training shall be completed
by the Contractor after equipment installation at no additional cost to
the State.
(a) i. If this training is not completed immediately after the
equipment installation is complete, then the Contractor shall
schedule a time to conduct this training and transfer of
knowledge with the State-designated personnel. There will be
no additional cost to the State of any kind in this situation.
4.1.3 (b) Formal Classroom Training: This will be allowed if this training consists
of at least five (5) or more participants from the State. This training shall
be billed at an hourly rate and shall be held at the State unless
otherwise approved by the State.
4.1.3 (c) In the case of both User Training and Formal Classroom Training, the
training participants shall receive, and can retain individual copies of
applicable training materials at the time the training is conducted. The
State reserves the right to make additional copies of training materials
and AV system documentation provided. The State also reserves the
right to use the materials to train additional State-designated personnel.
4.1.4 Maintenance
4.1.4 (a) Preventative
(a) i. The Contractor shall perform work in accordance with the
manufacturer’s recommendation to ensure it is performing to
all defined technical and environmental specifications for the
system. The Contractor shall perform a minimum of two (2) to
a maximum of four (4) inspections a year. The Contractor shall
also conduct initial preventative maintenance ensuring
performance begins at the optimal level.
4.1.4 (b) Legacy
(b) i. In addition to maintenance of new equipment purchases, the
Contractor shall also offer maintenance of legacy equipment.
Legacy equipment is defined as any existing audio and/or
video equipment and its associated supplies or accessories,
that have been purchased prior to the RFP issuance and
resulting contract award.
4.1.5 Integration
4.1.5 (a) Integration services shall be offered at an hourly rate by the Contractor.
The Contractor shall clearly list and communicate to the State what is
specifically included in their Integration Services.
5.0 Pricing Requirements
5.1 The Offeror may bid solely on equipment or on equipment and services related to new
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-A: Scope of Work
Page 6 of 46 2
Available online at: Procure.AZ.gov
equipment purchases (including but not limited to design, installation, maintenance etc.).
5.1.1 Offeror shall make available a complete family or line of products offered by a
manufacturer at a fixed minimum discount percentage off the published
manufacturer’s list price. Discounts shall be offered in whole percentage numbers,
with only one minimum discount percentage per manufacturer per category.
Offerors may provide a greater discount percentage per manufacturer per
category, whenever possible. Proposed manufacturers shall provide equipment in
current production and marketed to the general public and education/government
agencies at the time the bid is submitted.
5.1.2 Offeror shall provide services, as described herein, at an hourly price for design,
installation, maintenance and integration. Offeror shall describe clearly the specific
services being provided under each type of AV service.
5.1.3 Offeror shall provide services, as described herein, at an hourly price for
hardware/software maintenance for equipment within a complete family or line of
products offered by a manufacturer.
No Exhibits apply to the Scope of Work.
End of Section 2-A
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-B: Pricing Document
Page 7 of 46 2
Available online at: Procure.AZ.gov
SECTION 2-B: Pricing Document
1.0 Compensation
1.1 COMPENSATION METHOD
Contractor will be compensated based on the pricing provided in ADSPO17-00007302_Attachment 4 Pricing
Sheet, for satisfactorily carrying out its obligations under the Contract. Pricing shall be defined based on all
numbers submitted in ADSPO17-00007302_Attachment 4 Pricing Sheet. For AV Equipment, pricing is based on
discount percentage off published manufacturer list price for equipment under each category. For AV services,
pricing is based on hourly prices for each service.
2.0 Pricing
2.1 CONTRACTOR’S BEST PRICING: Supplier warrants that, for the term of the Contract, the prices and discounts set
out in ADSPO17-00007302_Attachment 4 Pricing Sheet, including any subsequent agreed amendment to it (the
“Contract Pricing”), will be equal to or better than the lowest prices and largest discounts, both separately and
in combination, at which Contractor sells equivalent items of equipment and materials.
2.1.1 That price-plus-discount equivalence (“Contractor’s Best Pricing”) is intended to be irrespective of
whether or not those other sales have special purchase terms, conditions, rebates or allowances.
2.1.2 If Contractor’s Best Pricing for equivalent items of equipment and materials is better than the Contract
Pricing, then Contractor agrees to adjust the Contract Pricing to match the Contractor’s Best Pricing for
all sales related to the Contractor made after the date when the Contractor’s Best Pricing was first
better than the Contract Pricing.
2.1.3 For clarification of intent, that date is intended to be the date when the difference first occurred,
which might have been before the difference was first identified. If it was before, then Supplier agrees
to charge at less than the Contract Pricing until the extended difference that would have been realized
(i.e., if the Contractor’s Best Pricing had been applied when it should have been) has been settled.
2.1.4 Any manufacturer additions/deletions as well as any changes to the discount percentage
off the manufacturer list price per category, that the Contractor wants to make, needs to
be submitted to the State in writing via email (letter format with company letterhead).
These requests need to be sent to the State on a quarterly basis during the first week of
January, April, July and October. If the State approves the requested changes, then the
approved changes will be made to the manufacturer discount rate sheet only during these
four months of the year.
2.2 PRICING-ALL-INCLUSIVE:
2.2.1 Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the Scope of Work
and all aspects of Contractor’s offer as accepted by State. Details of service not explicitly stated in the
Scope of Work or in Contractor’s Offer, but necessarily a part of, are deemed to be understood by
Contractor and included herein. All administrative, reporting, or other requirements, all overhead costs
and profit and any other costs toward the accomplishment of the requirements in the Contract are
included in the pricing provided.
2.3 PRICE INCREASES:
2.3.1 The State Procurement Office may review a fully documented request for a price increase. The
requested increase shall be in writing and be based upon a cost increase to the contractor that was
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-B: Pricing Document
Page 8 of 46 2
Available online at: Procure.AZ.gov
clearly unpredictable at the time of the offer and is directly correlated to the price of the product
concerned. Contractor must provide conclusive evidence of a need for any price increases such as
being substantiated by the Producer Price Index, Consumer Price Index, or similar pricing guide.
(a) Initial Contract prices will be honored for one year after award of Contract.
(b) All written requests for price adjustments made by the contractor shall be initiated thirty (30)
days in advance of any desired price increase to allow State sufficient time to make a fair and
equitable determination to any such requests. This may be waived upon proper documentation
demonstrating the urgency of the request.
(c) All price adjustments will be implemented by a formal contract change order. State shall
determine whether the requested price increase or an alternate option is in the best interest of
State.
2.4 PRICE REDUCTIONS:
2.4.1 Price reductions shall be immediately passed along to the State and may be submitted in writing to the
State for consideration at any time during the Contract period. The contractor shall offer the State a
price reduction on the Contract product(s) concurrent with a published price reduction made to other
customers. State at its own discretion may accept a price reduction. The price reduction request shall
be in writing and include documentation showing the actual reduction of cost.
2.4.2 Sales promotions requests shall include difference in pricing, begin and end date of promotion along
with the products covered. The Contractor must offer any sales promotional pricing for at least three
(3) months. The State at its own discretion may or may not accept a Contractor’s offer of sales
promotional pricing for a shorter timeframe than the three (3) months.
2.5 ADDITIONAL CHARGES:
2.5.1 Any charges or fees not delineated in the Contract may not be added, billed, or invoiced under the
Contract. All additional work shall be approved by the State in advance and be in accordance with the
contract rate.
2.6 TRAVEL:
2.6.1 Contractor shall get written approval prior to any travel under the Contract in which reimbursement of
expenses will be requested. Contractor will be reimbursed for actual expenses incurred in accordance
with the current rates specified in State’s Travel Policy. Contractor shall itemize all per diem and
lodging charges. State Travel Policy, including State rates, may be located at https://gao.az.gov/travel.
The Eligible Agency shall reject any claim for travel reimbursement without prior written approval.
2.7 PRICE QUOTES:
2.7.1 The State requires that the Contractor acknowledge via email any request for price quote they receive
from an Eligible Agency within 24 hours of receiving this request. In this acknowledgement email the
Contractor can also provide the price quote if possible. If it is not possible to provide the price quote
within that 24-hour period, then the Contractor is required to give the Eligible Agency an estimated
date by when the Contractor will provide the price quote to the Eligible Agency.
3.0 Funding
No particular funding considerations apart from paragraph 4.4 of the Uniform Terms and Conditions [Availability of
Funds] have been identified as of the Solicitation date.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-B: Pricing Document
Page 9 of 46 2
Available online at: Procure.AZ.gov
4.0 Invoicing
4.1 INVOICES GO TO BUYING ENTITY. Contractor shall submit all billing notices or invoices to the ordering Eligible
Agency or Co-Op Buyer at the address indicated on the applicable Order document.
4.2 MINIMUM INVOICE REQUIREMENTS. Every invoice must include the following information:
Item Required
Bill-to name and address
Contractor name and contact information
Remit-to address
State contract number
Order number (typically the ProcureAZ PO #)
Invoice number and date
Date the items shipped or services performed
Applicable payment terms
Contract line item number
Contract line item description
Quantity delivered or performed
Line item unit of measure
Item price
Extended pricing
Discount off list or catalog
Taxes (as a separate invoice line item)
Upcharge shipping/freight, etc. (as a separate invoice line item) Materials only
Total invoice amount due
4.3 NO INVOICE WITHOUT AUTHORIZATION. Contractor shall not seek payment for any:
1. Materials or Services that have not been authorized on an acknowledged Order;
2. expediting, overtime, premiums, or upcharges absent State’s express prior approval; or
3. Materials or Services that are the subject of a Contract Amendment or Change Order that has not been
fully signed.
4.4 PRE-INVOICE REVIEW. Shortly before Contractor is scheduled to submit each invoice, the parties’
representatives shall meet informally to review any issues relevant to that upcoming invoice so that the formal
invoice process is thereby facilitated and made more efficient.
4.5 SUBMITTING INVOICES. Contractor shall submit an invoice to the ordering Eligible Agency or Co-Op Buyer using
the form provided or required by the ordering Eligible Agency or Co-Op Buyer. Every invoice must be signed by
Contractor’s authorized representative and accompanied by all supporting information and documentation
required by the Contract and applicable laws.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-B: Pricing Document
Page 10 of 46 2
Available online at: Procure.AZ.gov
4.6 DEFECTIVE INVOICES. Without prejudice to its other rights under the Contract or further obligation to
Contractor, the ordering Eligible Agency or Co-Op Buyer may, at its discretion, reject any materially defective
invoice.
4.6.1 The ordering Eligible Agency or Co-Op Buyer shall notify Contractor within 5 (five) business days after
receipt if it determines an invoice to be materially defective.
4.6.2 Invoices will be deemed automatically rejected upon delivery if they:
(a) are sent to an incorrect address;
(b) do not reference the correct State contract number;
(c) are payable to any Person other than the Contractor; or
(d) have incorrect data or line items listed
4.6.3 The ordering Eligible Agency or Co-Op Buyer will have no obligation to pay against a defective invoice
unless and until Contractor has re-submitted it free of defects.
4.7 INVOICING FOR TASK ORDERS. For task order Services, invoices must include the following information as
applicable to the relevant task order being invoiced against (in addition to any standard information):
1. substantiation of hours worked using:
a. a detailed daily timesheet;
b. itemization to the task level; and
c. breakdown by service area (if the Contract covers more than one area) and Contract Amendment
(if any apply);
2. authorizations and receipts for all allowable reimbursable items being invoiced; and
3. Contractor’s certification that the invoice has been examined and to the best of Contractor’s knowledge
and belief the invoiced amounts are entitled, correct, and accurate as can be demonstrated by the
contractually-required books and records upon State’s demand.
5.0 Payments
5.1 PAYMENT. The applicable Eligible Agency or Co-Op Buyer shall pay undisputed amounts due to Contractor
within the time period specified in Section 18.1 of the Special Terms and Conditions
5.2 JOINT CHECKS OR DIRECT PAY. The applicable Eligible Agency or Co-Op Buyer may, but is under no obligation to,
pay by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor’s
requested payment is owed.
5.3 RECOVERY OF OVER-PAYMENT. If applicable Eligible Agency or Co-Op Buyer determines that an over-payment
has been made to Contractor on any prior invoice, it shall inform Contractor of the amount and date of the
over-payment and may deduct the over-paid amount from amounts then or thereafter due to Contractor.
5.4 PAYMENTS TO SUBCONTRACTORS. Contractor shall make payment of all undisputed amounts due to
Subcontractors within thirty (30) days of receipt of funds from applicable Eligible Agency or Co-Op Buyer
applicable to their services.
5.5 PURCHASING CARD. The applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all Orders, at
its discretion, using a purchasing card, credit card, debit card, warrant, federal wire, etc. Any and all fees related
to payment using a Purchasing Card are the responsibility of Contractor. Unless otherwise stated in the Contract
there will be no additional fees or increase in prices associated with this method of payment.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-B: Pricing Document
Page 11 of 46 2
Available online at: Procure.AZ.gov
5.6 AUTOMATED CLEARING HOUSE. The applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all
Orders through an Automated Clearing House (ACH). In order to receive payments in this manner from Eligible
Agencies, Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30 (thirty) days
after the effective date of the Contract. The form is available online at:
https://gao.az.gov/afis/vendor-information
5.7 Contractor shall cooperate with the State by providing the State information including, but not limited to,
Contractor’s bank information to support the State’s selected means of payment. The Contractor shall not
charge the State an amount to recover any convenience fee, discount fee, processing fee or service fee related
to the acceptance of the State’s payment.
5.8 Unless otherwise specified in the Contract, the Contractor shall offer as standard payment terms a discount of
2% for payments made within 10 days and full payment due in 30 days (generally referred to as “2/10, net 30”).
6.0 Online Catalog and Electronic Ordering System (Punch-Out) (OPTIONAL)
6.1 The Contractor shall make available an online catalog to allow authorized users to make purchase from this
contract through the State’s eProcurement System (ProcureAZ). The contractor shall have a secured website for
placing online orders. The features and functions of any online ordering catalog that is created for use by the
State under this contract shall include but shall not be limited to the following:
6.1.1 Access by standard web browsers
6.1.2 Product information such as unit of measure, item status, price, description and photos
6.1.3 Item status inquiry functionality that provides stock availability
6.1.4 Order tracking
6.1.5 Help functionality
6.1.6 Reflect current catalog / price list and contract pricing
6.1.7 Restricted to only those items that may be purchased under this contract that are within the general
product categories establish by this contract
6.1.8 Shall not include any items that are specifically excluded from this contract.
6.2 The Contractor shall provide access to and interconnectivity with ProcureAZ for allowing authorized State
system users to “Punch-Out” of the State’s eProcurement system (ProcureAZ), and select contract products and
services directly from the Contractor’s website, and return to the State’s system with pre-populated order
details. Contractor shall cooperate with the State’s system provider in the establishment and ongoing
operations of their Punch-Out connection.
6.3 The cost associated with the Contractor’s Punch-Out including development, set-up, maintenance and support
shall be borne by the Contractor.
6.4 No other Contractor electronic ordering system shall be allowed.
End of Section 2-B
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 12 of 46 2
Available online at: Procure.AZ.gov
SECTION 2-C: Special Terms and Conditions
The Special Terms and Conditions modify the Uniform Terms and Conditions and its Appendices. It can modify them by replacing, deleting,
appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other document
modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and incorporated
by Contract Amendment.
1.0 Definition of Terms
As used in the Contract, the terms listed below are defined as follows:
1.1 Acceptance “Acceptance” means the document headed “Offer and Acceptance Form” bearing the State
contract number once Procurement Officer has signed it to signify (1) State’s formal acceptance
of the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is
not to be confused with the term “acceptance” used throughout the Contract in the context of
delivery, inspection, etc., with respect to Materials or Services.
1.2 Accepted Offer If State did not request a Revised Offer, then “Accepted Offer” means the Initial Offer.
If State did request a Revised Offer but not a Best and Final Offer, then “Accepted Offer” means
the latest Revised Offer.
If State requested a Best and Final Offer, then “Accepted Offer” means the Best and Final Offer.
1.3 Arizona Procurement
Code;
A.R.S.; A.A.C.
“Arizona Procurement Code, “A.R.S.,” and “A.A.C.” are each defined in the Instructions to
Offerors.
1.4 Arizona TPT “Arizona TPT” means Arizona Transaction Privilege Tax. For information, refer to the Arizona
Department of Revenue (DOR) website at:
https://www.azdor.gov/business/transactionprivilegetax.aspx.
1.5 Attachment “Attachment” means any item that:
1. the Solicitation required Offeror to submit as part of the relevant Offer
(e.g., Initial Offer, Revised Offer, or BAFO);
2. was attached to an Offer when submitted; and
3. was included in the Accepted Offer.
1.6 Pricing
Document
“Pricing Document” means Section 2-B of Part 2 of the Solicitation Documents, provided that,
if there is no such Section in the Contract, then “Pricing Document” is to be construed as
referring to whatever item in the Contract contains the contracted pricing and payment
provisions.
1.7 Contract
Amendment
"Contract Amendment" means a document signed by Procurement Officer that has been issued
for the purpose of making changes to the Contract after execution. The term “Change Order” in
ProcureAZ is to be construed as being synonymous with “Contract Amendment”.
1.8 Contract Terms
and Conditions
“Contract Terms and Conditions” means the Special Terms and Conditions and these Uniform
Terms and Conditions taken collectively.
1.9 Contractor “Contractor” means the Person identified on the Accepted Offer who has entered into the
Contract with State.
1.10 Contractor Indemnitor “Contractor Indemnitor” means Contractor or any of its owners, officers, directors, agents,
employees, or Subcontractors.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 13 of 46 2
Available online at: Procure.AZ.gov
1.11 Co-Op Buyer “Co-Op Buyer” means a member of the State Purchasing Cooperative that has entered into a
“Cooperative Purchasing Agreement” with the Arizona Department of Administration State
Procurement Office under A.R.S. § 41-2632. Unless there is an applicable Cooperative
Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be
a Co-Op Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing “eligible
procurement unit” under A.A.C. R2-7-101(23).
NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political
subdivisions, including cities, counties, school districts, and special districts. Membership is also
available to non-profit organizations, other state governments, the federal government and
tribal nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any
nonprofit corporation as designated by the IRS under section 501(c)(3) through 501(c)(6) of the
tax code.
1.12 Eligible Agency If the Special Terms and Conditions indicates that the Contract is a “single-agency” contract,
then “Eligible Agency” means the particular State of Arizona agency, university, commission, or
board identified therein. If the Special Terms and Conditions indicates that the Contract is a
“statewide” contract, then “Eligible Agency” means any State of Arizona department, agency,
university, commission, or board.
1.13 Indemnified Basic
Claims
“Indemnified Basic Claims” means any and all claims, actions, liabilities, damages, losses, or
expenses, including court costs, attorneys’ fees, and costs of claim processing, investigation and
litigation, for bodily injury or personal injury, including death, or loss or damage to any real or
tangible or intangible personal property, collectively. See paragraph 6.3.
1.14 Instructions
to Offerors
“Instructions to Offerors” is Section 3-A of Part 3 of the Solicitation Documents.
1.15 Order “Order” means the instrument by which State authorizes Contractor to perform some or all of
the Work. Whether the Contract will have one Order or many Orders depends the scope of the
Contract and how State will use it. The Special Terms and Conditions provide that information.
Any of the following is to be construed as being an “Order”:
4. “Release” or “Release Purchase Order” in ProcureAZ;
5. “task order”, “service order,” or “job order” when a Release Purchase Order for Services
has already been committed in ProcureAZ; or
6. “purchase order” for buying by Co-Op Buyers, if co-op buying applies.
1.16 ProcureAZ “ProcureAZ” means State’s official electronic procurement system, established pursuant to
A.A.C. R2-7-201 as set forth in the Arizona Department of Administration State Procurement
Office policy document Technical Bulletin No. 020, ProcureAZ – The Official State eProcurement
System.
NOTE (1): Technical Bulletin No. 020 is available online at:
https://spo.az.gov/administration-policy/state-procurement-resource/procurement-regulations
NOTE (2): The URL for ProcureAZ itself is:
https://procure.az.gov/
1.17 State With respect to the Contract generally, “State” means the State of Arizona and its department,
agency, university, commission, or board that has executed the Contract. With respect to
administration or rights, remedies, obligations and duties under the Contract for a given Order,
“State” means each of Eligible Agency or Co-Op Buyer who has issued the Order.
1.18 State Indemnitees “State Indemnitees” means, collectively, the State of Arizona, its departments, agencies,
universities, commissions, and boards and, and their respective officers, agents, and employees.
1.19 Subcontractor “Subcontractor” has the meaning given in A.R.S. § 41-2503(38), which, for convenience of
reference only, is “… a person who contracts to perform work or render service to …
[C]ontractor or to another [S]ubcontractor as a part of a contract with a state governmental unit
. . .”The Contract is to be construed as “a contract with a state governmental unit” for purposes
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 14 of 46 2
Available online at: Procure.AZ.gov
of the definition. For clarity of intent, a Person carrying out any element of the Work is a
Subcontractor from the moment they first carry out that element of the Work regardless of
whether or not a Subcontract exists then or subsequently.
1.20 Work “Work” means the totality of the Materials and the Services and all the acts of administration,
creation, production, and performance necessary to fulfill and incidental to fulfilling all of
Contractor's obligations and duties under the Contract in conformance with the Contract and
applicable laws.
2.0 Contract Interpretation
2.1 Usage Where the Contract:
1. assigns obligations to Contractor, any reference to “Contractor” is to be construed to be
a reference to “Contractor and all Subcontractors, whether they are first-tier
subcontractors, sub-subcontractors, suppliers, sub-suppliers, consultants, or sub-
consultants, as well as all of Contractor’s and the Subcontractors’ respective agents,
representatives, and employees” in every instance unless the context plainly requires
that it is be a reference only to Contractor as apart from Subcontractors;
2. uses the permissive “may” with respect to a party’s actions, determinations, etc., the
term is to be interpreted as in A.A.C. R2-7-101(31) [Definitions]. For clarity of intent, any
right given to State using “State may” or a like construction denotes discretion and
freedom to act so far as any regulatory or operative constraints permit in the relevant
circumstances, provided that: (a) where written “may, at its discretion,” the discretion
extends to whatever is most advantageous to State; and (b) where written only as
“may,” the discretion is constrained by what is fair, reasonable, and as accommodating
of the respective best interests of both parties as practicable under the circumstances;
3. uses the imperative “shall” with respect to a party’s actions, duties, etc., the term is to
be interpreted as in A.A.C. R2-7-101(43) [Definitions]. Conversely, the phrase “shall not”
is to be interpreted as an imperative prohibition.
4. uses the term “must” with respect to a requirement, criterion, etc., the term is to be
interpreted as conveying compulsion or strict necessity, and is to be read as though
written “must, if [the subject] is to be entitled to have [the object] considered or credited
as being compliant with, conforming to, or satisfying [the requirement, criterion,
constraint, etc.], otherwise, [the object] will be considered or debited as being
non-compliant, non-conforming, or unsatisfactory for its Contract-related purposes” in
every instance;
5. uses the term “might” with respect to an event, outcome, action, etc., the term is to be
interpreted as conveying contingency or non-discretionary conditionality; and
6. uses the term “will” or the phrases “is to be” or “are to be” with respect to an event,
outcome, action, etc., the term or phrase is to be interpreted as conveying such certainty
or imperativeness that “shall” is either unnecessary or irrelevant in that instance.
2.2 Contract Order
of Precedence
COMPLEMENTARY DOCUMENTS. All of the documents forming the Contract are
complementary. If certain work, requirements, obligations, or duties are set out only in one but
not in another, Contractor shall carry out the Work as though the relevant work, requirements,
obligations, or duties had been fully described in all, consistent with the other documents
forming the Contract and as is reasonably inferable from them as being necessary to produce
complete results.
CONFLICTS. In case of any inconsistency, conflict, or ambiguity among the documents forming
the Contract and their provisions, they are to prevail in the following order, descending from
most dominate to most subordinate, provided that, among categories of documents or
provisions having the same rank, the document or provision with the latest date prevails.
Information being identified in one document but not in another is not to be considered a
conflict or inconsistency.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 15 of 46 2
Available online at: Procure.AZ.gov
(a) Contract Amendments;
(b) the Solicitation Documents, in the order:
(1) Special Terms and Conditions;
(2) Exhibits to the Special Terms and Conditions;
(3) Uniform Terms and Conditions;
(4) Scope of Work;
(5) Exhibits to the Scope of Work;
(6) Pricing Document;
(7) Exhibits to the Pricing Document;
(8) Specifications; and
(9) any other documents referenced or included in the Solicitation;
(c) Orders, in reverse chronological order; and
(d) Accepted Offer.
ATTACHMENTS AND EXHIBITS. For clarity of intent, if an item was an Attachment in the
Solicitation Documents or an Offer (either Initial, Revised, Best and Final, or Accepted) and was
subsequently made into an Exhibit, or its content was incorporated into one of the other
Contract documents, then that Attachment no longer exists contractually as an “Attachment”
since it has at that point been made into some other Contract document. In every other case, an
Attachment and the Offeror data therein remain part of the Accepted Offer for purposes of
precedence and contractual effect.
2.3 Independent
Contractor
Contractor is an independent contractor and shall act in an independent capacity in
performance under the Contract. Neither party is or is to be construed as being to be the
employee or agent of the other party, and no action, inaction, event, or circumstance will be
grounds for deeming it to be so.
2.4 Complete
Integration
The Contract, including any documents incorporated into the Contract by reference, is intended
by the parties as a final and complete expression of their agreement. There are no prior,
contemporaneous, or additional agreements, either oral or in writing, pertaining to the
Contract.
3.0 Contract Administration and Operation
3.1 Term of Contract The term of the Contract will commence on the date indicated on the Acceptance and continue
for one (1) year unless canceled, terminated, or permissibly extended.
3.2 Contract
Extensions
State may at its discretion extend the initial Contract term in increments of one or more months
and do so one or more times, provided that, the maximum aggregate term of the Contract
including extensions cannot exceed the maximum aggregate term of 5 (five) years.
3.3 Notices and
Correspondence
3.3.1 TO CONTRACTOR. State shall:
(a) address all Contract correspondence other than formal notices to the email
address indicated as “Default for Type” for “General Mailing Address” in
Contractor’s corresponding ProcureAZ Vendor Profile; and
(b) address any required notices to Contractor to the “Contact Name and Title” at the
“Mailing Address” indicated on the Accepted Offer, as that address might have
been amended during the term of the Contract.
3.3.2 TO STATE. Contractor shall :
(a) address all Contract correspondence other than format notices to the email
address indicated in “Contact Instructions” in the ProcureAZ Summary for State;
and
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 16 of 46 2
Available online at: Procure.AZ.gov
(b) address any required notices to State to Procurement Officer identified as
“Purchaser” in the ProcureAZ Summary at the following mailing address:
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
3.3.3 CHANGES. State may change the designated Procurement Officer, update contact
information, or change the applicable mailing address by Contract Amendment.
3.4 Signing of Contract
Amendments
Contractor’s counter-signature – or “approval” in ProcureAZ, in the case of a Change Order – is
not required to give effect if the Contract Amendment only covers either:
1. extension of the term of the Contract within the maximum aggregate term;
2. revision to Procurement Officer appointment or contact information; or
3. modifications of a clerical nature that have no effect on terms, conditions, price, scope,
or other material aspect of the Contract.
In every case other than those listed in (1), (2), and (3) above, both parties’ signature – or
“approval” in ProcureAZ, in the case of a Change Order – are required to give it effect.
3.5 Click-Through Terms
and Conditions
If either party uses a web based ordering system, an electronic purchase order system, an
electronic order acknowledgement, a form of an electronic acceptance, or any software based
ordering system with respect to the Contract (each an “Electronic Ordering System”), the parties
acknowledge and agree that an Electronic Ordering System is for ease of administration only,
and Contractor is hereby given notice that the persons using Electronic Ordering Systems on
behalf of State do not have any actual or apparent authority to create legally binding obligations
that vary from the terms and conditions of the Contract. Accordingly, where an authorized State
user is required to “click through” or otherwise accept or be made subject to any terms and
conditions in using an Electronic Ordering Systems, any such terms and conditions are deemed
void upon presentation. Additionally, where an authorized State user is required to accept or be
made subject to any terms and conditions in accessing or employing any Materials or Services,
those terms and conditions will also be void.
3.6 Books and
Records
3.6.1 RETAIN RECORDS. By A.R.S. § 41-2548(B), Contractor shall retain and shall contractually
require each Subcontractor to retain books and records relating for any cost and pricing
data submitted in satisfaction of § 41-2543 for the period specified in the statute.
3.6.2 RIGHT TO AUDIT. The retained books and records are subject to audit by State during
that period. By A.R.S. § 41-2548(B), Contractor shall retain and shall contractually
require each Subcontractor to retain books and records relating to performance under
the Contract for the period specified in the statute and those retained books and
records are subject to audit by State during that period.
3.6.3 AUDITING. Contractor or Subcontractor shall either make all such books and records
under subparagraphs 3.6.1 and 3.6.2 available to State at all reasonable times or
produce the records at a designated State office on State’s demand, the choice of
which being at State’s discretion. For the purpose of this paragraph, “reasonable times”
are during normal business hours and in such a manner so as to not unreasonably
interfere with normal business activities.
3.7 Contractor Licenses Contractor shall maintain current all federal, state and local licenses and permits required for
the operation of its business in general, for its operations under the Contract, and for the Work
itself.
3.8 Inspection
and Testing
By A.R.S. § 41-2547, State may at reasonable times inspect the part of Contractor’s or
Subcontractors’ plant or places of business related to performance under the Contract.
Accordingly, Contractor agrees to permit (for itself) and ensure (for Subcontractors) access for
inspection at any reasonable time to its facilities, processes, and services. State may inspect or
test, at its own cost, any finished goods, work-in-progress, components, or unfinished materials
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 17 of 46 2
Available online at: Procure.AZ.gov
that are be supplied under the Contract or that will be incorporated into something to be
supplied under the Contract. If the inspection or testing shows non-conformance or defects,
then Contractor will owe State reimbursement or payment of all costs it incurred in carrying out
or contracting for the inspection and testing, as well as for any re-inspection or re-testing that
might be necessary. Neither inspection of facilities nor testing of goods, work, components, or
unfinished materials will of itself constitute acceptance by State of those things.
3.9 Ownership of
Intellectual
Property
3.9.1 RIGHTS IN WORK PRODUCT. All intellectual property originated or prepared by
Contractor pursuant to the Contract, including but not limited to, inventions,
discoveries, intellectual copyrights, trademarks, trade names, trade secrets, technical
communications, records reports, computer programs and other documentation or
improvements thereto, including Contractor’s administrative communications and
records relating to the Contract, are considered work product and Contractor’s
property, provided that, State has Government Purpose Rights to that work product as
and when it was delivered to State.
(a) “Government Purpose Rights” are:
i. the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide
right to use, modify, reproduce, release, perform, display, sublicense,
disclose and create derivatives from that work product without restriction
for any activity in which State is a party;
ii. the right to release or disclose that work product to third parties for any
State government purpose; and
iii. the right to authorize those to whom it rightfully releases or discloses that
work product to use, modify, release, create derivative works from the work
product for any State government purpose; such recipients being
understood to include the federal government, the governments of other
states, and various local governments.
(b) “Government Purpose Rights” do not include any right to use, modify, reproduce,
perform, release, display, create derivative works from, or disclose that work
product for any commercial purpose or to authorize others to do so.
3.9.2 JOINT DEVELOPMENTS. The parties may each use equally any ideas, concepts, know-
how, or techniques developed jointly during the course of the Contract, and may do so
at their respective discretion, without obligation of notice or accounting to the other
party.
3.9.3 PRE-EXISTING MATERIAL. All pre-existing software and other materials developed or
otherwise obtained by or for Contractor or its affiliates independently of the Contract
or applicable Purchase Orders are not part of the work product to which rights are
granted State under subparagraph 3.9.1 above, and will remain the exclusive property
of Contractor, provided that:
(a) any derivative works of such pre-existing material or elements thereof that are
created pursuant to the Contract are part of that work product;
(b) any elements of derivative work of such pre-existing material that was not created
pursuant to the Contract are not part of that work product; and
(c) except as expressly stated otherwise, nothing in the Contract is to be construed to
interfere or diminish Contractor’s or its affiliates’ ownership of such pre-existing
materials.
3.9.4 DEVELOPMENTS OUTSIDE OF CONTRACT. Unless expressly stated otherwise in the
Contract does not preclude Contractor from developing competing materials outside
the Contract, irrespective of any similarity to materials delivered or to be delivered to
State hereunder.
3.10 Subcontracts 3.10.1 INITIAL LIST. At the time of Contract execution, Contractor’s candidate Subcontractors
were identified in Attachment 3-C to the Accepted Offer [Proposed Subcontractors].
Agreeing to them being included in the Accepted Offer signified Procurement Officer’s
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 18 of 46 2
Available online at: Procure.AZ.gov
advance consent for Contractor to enter into a Subcontract with each candidate, which
Contractor shall do as promptly as necessary to ensure its ability to carry out the Work
in a timely manner.
3.10.2 ADDITIONAL NAMES. Contractor shall not enter into a Subcontract without first
obtaining Procurement Officer’s written consent with any prospective Subcontractor
that (a) was not listed on Attachment 3-C at time of Contract execution or (b) is for any
Materials or Services categories other than the ones for which they were previously
consented. For either case (a) or (b), Contractor shall submit a written request
sufficiently in advance of the need date for those materials or services so that
performance under the Contract is not impaired. Procurement Officer may request any
additional information he or she determines is necessary to assess the submittal, and
may withhold consent pending it.
3.10.3 FLOW-DOWN. Contractor shall incorporate the provisions, terms, and conditions of the
Contract into every Subcontract by inclusion or by reference, as appropriate. When
making any post-execution consent requests, Contractor shall include its warrant that it
will do the same for the pending Subcontracts covered by the request. Entering into
Subcontracts will not relieve Contractor of any of its obligations or duties under the
Contract, including, among other things, the duty to supervise and coordinate the work
of Subcontractors. Nothing contained in any Subcontract will create or is to be
construed as creating any contractual relationship between State and the
Subcontractor.
3.11 Offshore
Performance
of Certain Work
Prohibited
Contractor shall only perform those portions of the Services that directly serve State or its
clients and involve access to secure or sensitive data or personal client data within the defined
territories of the United States. Unless specifically stated otherwise in the Scope of Work, this
paragraph does not apply to indirect or overhead services, redundant back-up services, or
services that are incidental to performance under the Contract. This provision applies to work
performed by Subcontractors at all tiers.
3.12 Orders 3.12.1 ORDER SUFFICIENCY. The Contract was awarded in accordance with the Arizona
Procurement Code; the transactions and procedures required by the code for
competitive source selection have been met. An Order issued that cites the correct
State contract number will suffice to authorize Contractor to provide the Materials and
perform the Services covered by that Order.
3.12.2 ORDER TERMS. All Orders are subject to the Contract Terms and Conditions; an Order
cannot modify the Contract Terms and Conditions.
3.12.3 ORDERS ARE OBLIGATORY. Until the expiration or earlier termination of the Contract,
State may issue and Contractor shall accept Orders that make proper reference to the
Contract and are permissible hereunder, provided that, Contractor is not obliged to
accept any Order that is not consistent with the then-current pricing, lead times,
specifications, or payment provisions of the Contract. Contractor shall fulfill and
complete any Orders that are begun but not yet completed as of expiration or earlier
termination of the Contract unless State instructs otherwise at the time.
3.12.4 SPECIAL CASE. In the special case where both the following conditions are true,
Procurement Officer’s signature on the Acceptance is Contractor’s authorization to
perform and therefore no Order is required: (a) the Contract is identified as being a
“single-agency/single-project” contract and (b) the Contract was created in ProcureAZ
as something other than a “Master/ Blanket” type.
3.12.5 NO MINIMUMS OR COMMITMENTS. (a) Contractor shall not impose any minimum
dollar amount, item count, services volume, or services duration on Orders; (b) State
makes no commitment of any kind concerning the quantity or monetary value of
activity actually initiated or completed during the term of the Contract; (c) Contractor
shall only deliver or perform as authorized by Orders; and (d) State is not limited as to
the number of Orders it may issue for the Contract. For clarity of intent, the foregoing
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 19 of 46 2
Available online at: Procure.AZ.gov
applies equally whether an Eligible Agency issues the Order or, if applicable, a Co-Op
Buyer issues it.
3.12.6 NON-CONTRACTED MATERIALS OR SERVICES. Any attempt to knowingly represent for
sales, marketing, or related purposes that goods or services not specifically awarded
are under a State contract is a violation of the Contract and law.
3.13 Statewide Contract
Provisions
The Contract is a “statewide” contract for multiple purchases, projects, or assignments, and can
be purchased against by some or all Eligible Agencies and any Co-Op Buyers that elect to
participate. Even if only one Eligible Agency needs or elects to purchase against the Contract, it
is to be construed as being a “statewide” contract hereunder.
The Contract is an indefinite delivery, indefinite quantity (ID/IQ) type of contract; it is to be
construed as a “delivery order” sub-type of ID/IQ contract to the extent the Work is Materials,
and a “task order” sub-type to the extent the Work is Services.
1. Contractor shall verify if an ordering entity is a bona fide Co-Op Buyer before selling
Materials to or providing Services for them under the Contract. The current list of
Co-Op Buyers is available on the State Procurement Office website:
https://spo.az.gov/procurement-services/cooperative-procurement/state-purchasing-
cooperative
2. Contractor shall sell to Co-Op Buyers at the same price and on the same lead times and
other terms and conditions under which it sells to Eligible Agencies, with the sole
exception of any legitimately additional costs for extraordinary shipping or delivery
requirements if the Co-Op Buyer is having Materials delivered or installed or Services
performed at locations not contemplated in the contracted pricing (e.g. delivery to a
location outside Arizona).
3. Contractor shall pay State an administrative fee against all Contract sales to Co-Op
Buyers, as provided for under A.R.S. § 41-2633. The fee rate is one (1%) percent. Failure
to remit the administrative fees is a material breach of contract, and will entitle State to
its remedies under Article 8 and its right to terminate for default under Article 9.
Method of calculation, payment procedures, and other details are provided on the State
Procurement Office website:
https://spo.az.gov/contractor-resources/statewide-contracts-administrative-fee
4. Contractor shall submit to State a quarterly usage report documenting all Contract sales
to both Eligible Agencies and Co-Op Buyers, itemized separately. Contractor shall
further itemize divisions, groups or areas within a given Eligible Agency if they place
Orders independently of each other. Failure to submit the report is a material breach of
contract, and will entitle State to its remedies under Article 8 and its right to terminate
for default under Article 9. Contractor shall submit the report using the forms and
following the instructions on the State Procurement Office website:
https://spo.az.gov/contractor-resources/statewide-contracts-administrative-fee
5. Contractor shall acknowledge each Order from Eligible Agencies within 1 (one) business
day after receipt by either: (a) “approving” the Order electronically in ProcureAZ, which
will indicate Contractor’s unqualified acceptance of the Order as-issued; or
(b) “rejecting” the Order electronically in ProcureAZ, with a concurrent explanation by
email to relevant originator as to the reason for rejecting it. By way of reminder, the
only grounds on which Contractor may reject or refuse an Order are those set out in
subparagraph 3.14.3 [Orders are Obligatory]. Unless and until Contractor has approved
the Order in ProcureAZ, it will have no effect under the Contract and will not oblige
either State or Contractor. If the relevant Eligible Agency explicitly instructs at the time
that a verbal acceptance is sufficient because of urgency or other unusual circumstances
and Contractor duly gives its verbal acceptance, then Contractor will be deemed to have
accepted the Order immediately upon commencing performance, provided that,
Contractor must follow-up its verbal acceptance by accepting the Purchase Order
electronically in ProcureAZ within 3 (three) business days. Contractor shall thereafter be
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 20 of 46 2
Available online at: Procure.AZ.gov
barred from subsequently rejecting the Order in ProcureAZ and if it does so the
rejection will be void.
6. Contractor shall acknowledge each Order from Co-Op Buyers in conformance with each
buyer’s instructions given at the time of ordering or in any supplemental participating
agreement Contractor might have with them. Orders from Co-Op Buyers create no
obligation on State’s part, since they are entirely between the Co-Op Buyer and
Contractor. That notwithstanding, Contractor’s obligation under the Contract is to
service Co-Op Buyers commercially as though they were with an Eligible Agency, and
Contractor’s refusal to do so would be a material breach of the Contract.
3.14 Multiple-Use
Provisions
Eligible Agencies may issue Orders for Services in several forms, all of which become final and
effective by a “Release Purchase Order” in ProcureAZ. Orders issued by Co-Op Buyers will be in
whatever form the Co-Op Buyer normally uses. Regardless of origin, Orders must cite the State
contract number to be valid. State may, at its discretion in each instance, determine the scope,
schedule, and price for each Order in any of the following ways:
1. By choosing some or all of the Materials or Services items covered by the Contract for
which a price is established in the Pricing Document, then preparing an Order using
those prices (e.g., filling out an order form), and sending it to Contractor.
2. By instructing Contractor to provide a comprehensive proposal of item quantities,
combinations, etc., or services hours, personnel, etc., for a defined scope using those
established prices as a basis, then validating and negotiating the proposal with
Contractor and issuing an Order if and when reaching agreement.
3. As described in (2) above but requesting the proposal from both Contractor and other
vendors who are contracted within the applicable scope categories and locations, either
sequentially or concurrently, then selecting the proposal or proposals combination that
is most advantageous to State.
4. As described in (3) above but introducing ad-hoc commercial competition by making the
selection and ordering conditional on obtaining more favorable prices than the
contractually-established ones.
When evaluating the proposals under (3) and (4) above, State may select based on price (for
example, a quoted number of hours times the contracted or improved rate plus a fixed amount
for incidentals), by experience and qualifications (for example, having an office nearer the
required work location), or whatever combination thereof it determines is most appropriate to
the work in question.
3.15 Other
Contractors
State may undertake with its own forces or award other contracts to the same or other vendors
for additional or related work. In such cases, Contractor shall cooperate fully with State’s
employees and such other vendors and carefully coordinate, fit, connect, accommodate, adjust,
or sequence its work to the related work by others. Where the Contract requires handing-off
Contractor’s work to others, Contractor shall cooperate as State instructs regarding the
necessary transfer of its work product, services, or records to State or the other vendors.
Contractor shall not commit or permit any act that interferes with the State’s or other vendors’
performance of their work, provided that, State shall enforce the foregoing section equitably
among all its vendors so as not impose an unreasonable burden on any one of them.
3.16 Work on State
Premises
3.16.1 COMPLIANCE WITH RULES. Contractor is responsible for ensuring that its personnel
comply with State’s rules, regulations, policies, documented practices, and documented
operating procedures while delivering or installing Materials or performing Services on
State’s grounds or in its facilities. For clarity of intent, the foregoing means that if
Contractor is required to comply with certain security requirements in order to deliver,
install, or perform at that particular location, then it shall do so nonetheless and
without entitlement to any additional compensation or additional time for performance
if those particular requirements are not expressly stated in the Contract. Contractor is
reminded that violation of the prohibition under A.R.S. § 13-1502 against possession of
weapons on State’s property by anyone for whom Contractor is responsible is a
material breach of contract and grounds for termination for default.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 21 of 46 2
Available online at: Procure.AZ.gov
3.16.2 PROTECTION OF GROUNDS AND FACILITIES. Contractor shall deliver or install the
Materials and perform the Services without damaging any State grounds or facilities.
Contractor shall repair or replace any damage it does cause promptly and at its own
expense, subject to whatever instructions and restrictions State needs to make to
prevent inconvenience or disruption of operations. If Contractor fails to make the
necessary repairs or replacements and do so in a timely manner, State will be entitled
to exercise its remedies under paragraph 8.5 [Right of Offset] of the Uniform Terms and
Conditions.
3.17 Volume Sales Report The Contractor shall furnish the State an annual sales report delineating all the equipment and
services order activity under the contract. The format of the report shall be approved by the
State. At a minimum, it shall disclose Customers Name (Eligible Agency or Co-op Buyer),
Purchase Order Number, Manufacturer, Product Description, Product # / SKU, Quantity, Cost of
Equipment/Service, Contract Category, Location delivered/Installed, Date of delivery or
installation, for all sales transacted within the year. The volume sales report shall be submitted
annually by July 31st to the State. The State at its discretion may request this sales report as
needed during the year and the Contractor shall furnish this report within one week’s notice.
4.0 Costs and Payments
4.1 Payments 4.1.1 PAYMENT DEADLINE. State shall make payments in compliance with Arizona Revised
Statues Titles 35 and 41. Unless and then only to the extent expressly stated otherwise
in the Pricing Document, State shall make payment in full for Materials that have been
delivered and accepted and Services that have been performed and accepted within
the time specified in A.R.S. § 35-342 after both of the following become true: (a) all of
the Materials being invoiced have been delivered or installed (as applicable) and
accepted and all of the Services being invoiced have been performed and accepted; and
(b) Contractor has provided a complete and accurate invoice in the form and manner
called for in the Pricing Document, provided that, State will not make or be liable for
any payments to Contractor until Contractor has registered properly in ProcureAZ and
provided a current IRS Form W-9 to State unless excused by law from providing one.
4.1.2 PAYMENTS ONLY TO CONTRACTOR. Unless compelled otherwise by operation of law or
order of a court of competent jurisdiction, State will only make payment to Contractor
under the federal tax identifier indicated on the Accepted Offer.
4.2 Applicable
Taxes
4.2.1 CONTRACTOR TO PAY ALL TAXES. State is subject to Arizona TPT. Therefore, Arizona
TPT applies to all sales under the Contract and Arizona TPT is Contractor’s responsibility
(as seller) to remit. Contractor’s failure to collect Arizona TPT or any other applicable
sales or use taxes from an Eligible Agency or Co-Op Buyer (as buyer) will not relieve
Contractor of any obligation to remit sales or use taxes that are due under the Contract
or laws. Unless stated otherwise in the Pricing Document, all prices therein include
Arizona TPT as well as every other manner of transaction privilege or sales/use tax that
is due to a municipality or another state or its political subdivisions. Contractor shall pay
all federal, state, and local taxes applicable to its operations and personnel.
4.2.2 TAX INDEMNITY. Contractor shall hold State harmless from any responsibility for taxes
or contributions, including any applicable damages and interest, that are due to federal,
state, and local authorities with respect to the Work and the Contract, as well any
related costs; the foregoing expressly includes Arizona TPT, unemployment
compensation insurance, social security, and workers’ compensation insurance.
5.0 Contract Changes
5.1 Contract Amendments The Contract is issued for State under the authority of Procurement Officer. Only a Contract
Amendment can modify the Contract, and then only if it does not change the Contract’s general
scope. Purported changes to the Contract by a person not expressly authorized by Procurement
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 22 of 46 2
Available online at: Procure.AZ.gov
Officer or made unilaterally by Contractor will be void and without effect; Contractor will not be
entitled to any claim made under the Contract based on any such purported changes.
5.2 Assignment and
Delegation
5.2.1 IN WHOLE. Contractor shall not assign in whole its rights or delegate in whole its duties
under the Contract without Procurement Officer’s prior written consent, which consent
Procurement Officer may withhold at his or her discretion. If Contractor’s proposed
assignment or delegation stems from a split, sale, acquisition, or other non-merger
change in control, then no such consent will be given in any event without the assignee
or delegate giving State satisfactory and equivalent evidence or assurance of its
financial soundness, competency, capacity, and qualification to perform as that which
Contractor possessed when State first awarded it the Contract.
5.2.2 IN PART. Subject to paragraph 3.10 [Subcontracts] with respect to subcontracting,
Contractor may assign particular rights or delegate particular duties under the Contract,
but shall obtain Procurement Officer’s written consent before doing so. Procurement
Officer shall not unreasonably withhold consent so long as the proposed assignment or
delegation does not attempt to modify the Contract in any way or to alter or impair
State’s rights or remedies under the Contract or laws.
6.0 Risk and Liability
6.1 Risk of Loss Contractor shall bear all risk of loss to Materials while in pre-production, production, storage,
transit, staging, assembly, installation, testing, and commissioning, if and as those duties are
within the scope of the Work, until they have been accepted as conforming by State in the
particular location and situation specified in the Order, or as specified generally elsewhere in the
Contract if the Order does not provide particulars, provided that, risk of loss for nonconforming
Materials will remain with Contractor notwithstanding acceptance to the extent the loss stems
from the nonconformance.
6.2 Contractor Insurance Contractor and subcontractors shall procure and maintain, until all of their obligations have
been discharged, including any warranty periods under this Contract, are satisfied, insurance
against claims for injury to persons or damage to property arising from, or in connection with,
the performance of the work hereunder by the Contractor, his agents, representatives,
employees or subcontractors.
The Insurance Requirements herein are minimum requirements for this Contract and in no way
limit the indemnity covenants contained in this Contract. The State of Arizona in no way
warrants that the minimum limits contained herein are sufficient to protect the Contractor from
liabilities that arise out of the performance of the work under this Contract by the Contractor, its
agents, representatives, employees or subcontractors, and the Contractor is free to purchase
additional insurance.
MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor shall provide coverage with limits of
liability not less than those stated below.
1. Commercial General Liability (CGL) – Occurrence Form
Policy shall include bodily injury, property damage, personal injury and broad form
contractual liability coverage
General Aggregate $2,000,000
Products – Completed Operations Aggregate $1,000,000
Personal and Advertising Injury $1,000,000
Blanket Contractual Liability – Written and Oral $1,000,000
Damage to Rented Premises (Fire Legal Liability) $50,000
Each Occurrence $1,000,000
a. The policy shall be endorsed, as required by this written agreement, to include
the State of Arizona, and its departments, agencies, boards, commissions,
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 23 of 46 2
Available online at: Procure.AZ.gov
universities, officers, officials, agents, and employees as additional insureds
with respect to liability arising out of the activities performed by or on behalf of
the Contractor.
b. Policy shall contain a waiver of subrogation endorsement, as required by this
written agreement, in favor of the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and
employees for losses arising from work performed by or on behalf of the
Contractor.
2. Business Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and/or non-owned automobiles
used in the performance of this Contract.
Combined Single Limit (CSL) $1,000,000
a. Policy shall be endorsed, as required by this written agreement, to include the
State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees as additional insureds
with respect to liability arising out of the activities performed by, or on behalf
of, the Contractor involving automobiles owned, hired and/or non-owned by
the Contractor.
b. Policy shall contain a waiver of subrogation endorsement, as required by this
written agreement, in favor of the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and
employees for losses arising from work performed by or on behalf of the
Contractor.
3. Worker’s Compensation and Employers’ Liability
Workers’ Compensation Statutory
Employers’ Liability
Each Accident $1,000,000
Disease – Each Employee $1,000,000
Disease – Policy Limit $1,000,000
a. Policy shall contain a waiver of subrogation endorsement, as required by this
written agreement, in favor of the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and
employees for losses arising from work performed by or on behalf of the
Contractor.
b. This requirement shall not apply to: Separately, EACH contractor or
subcontractor that is exempt under A.R.S. 23-901, AND when such contractor or
subcontractor executes the appropriate waiver form (Sole Proprietor or
Independent Contractor).
4. Professional Liability (Errors and Omissions Liability)
Each Claim $ 2,000,000
Annual Aggregate $ 4,000,000
a. In the event that the Professional Liability insurance required by this Contract is
written on a claims-made basis, the Contractor warrants that any retroactive
date under the Policy shall precede the effective date of this Contract and that
either continuous coverage will be maintained or an extended discovery period
will be exercised for a period of two (2) years beginning at the time work under
this Contract is completed.
b. The Policy shall cover professional misconduct or lack of ordinary skill for those
positions defined in the Scope of Work of this Contract.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 24 of 46 2
Available online at: Procure.AZ.gov
5. Installation Floater
Coverage amount is $1,000,000
a. Policy shall contain an Additional Insured endorsement, as required by this
written agreement, in favor of the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and
employees.
b. The State of Arizona and the Department shall be named as loss payee as our
interest may appear.
c. Coverage shall be written on an all risk, replacement cost basis and shall include
coverage for flood and earth movement as well as coverage for losses that may
occur during equipment testing/commissioning.
d. Policy shall be maintained until whichever of the following shall first occur: (1)
final payment has been made; or, (2) until no person or entity, other than the
State of Arizona, has an insurable interest in the property required to be
covered.
e. Policy shall be endorsed such that the insurance shall not be canceled or lapse
because of any partial use or occupancy by the State of Arizona.
f. The Installation Floater must provide coverage from the time the
equipment/material becomes the responsibility of the Contractor and shall
continue without interruption during the installation, including any time during
which the equipment/material is being transported to the installation site, or
awaiting installation, whether on or off site.
g. Policy shall contain a Waiver of Subrogation endorsement, as required by
written agreement, in favor of the State of Arizona, and its departments,
agencies, boards, commissions, universities, officers, officials, agents, and
employees for losses arising from work performed by the Contractor for the
State of Arizona.
h. Contractor is responsible for the payment of all deductibles under the
Installation Floater.
ADDITIONAL INSURANCE REQUIREMENTS: The policies shall include, or be endorsed to include,
as required by this written agreement, the following provisions:
a. The Contractor's policies, as applicable, shall stipulate that the insurance
afforded the Contractor shall be primary and that any insurance carried by the
Department, its agents, officials, employees or the State of Arizona shall be
excess and not contributory insurance, as provided by A.R.S. § 41-621 (E).
b. Insurance provided by the Contractor shall not limit the Contractor’s liability
assumed under the indemnification provisions of this Contract.
NOTICE OF CANCELLATION: Applicable to all insurance policies required within the Insurance
Requirements of this Contract, Contractor’s insurance shall not be permitted to expire, be
suspended, be canceled, or be materially changed for any reason without thirty (30) days prior
written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must
provide notice to the State of Arizona if they receive notice of a policy that has been or will be
suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such
notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or
sent by facsimile transmission to (Deepika Bajpayee, 100 N 15th Ave, Suite 402, Phoenix AZ
85007, Fax number 602-542-5508).
ACCEPTABILITY OF INSURERS: Contractor’s insurance shall be placed with companies licensed in
the State of Arizona or hold approved non-admitted status on the Arizona Department of
Insurance List of Qualified Unauthorized Insurers. Insurers shall have an “A.M. Best” rating of
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 25 of 46 2
Available online at: Procure.AZ.gov
not less than A- VII. The State of Arizona in no way warrants that the above-required minimum
insurer rating is sufficient to protect the Contractor from potential insurer insolvency.
VERIFICATION OF COVERAGE: Contractor shall furnish the State of Arizona with certificates of
insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that
Contractor has the insurance as required by this Contract. An authorized representative of the
insurer shall sign the certificates.
a. All such certificates of insurance and policy endorsements must be received by the State
before work commences. The State’s receipt of any certificates of insurance or policy
endorsements that do not comply with this written agreement shall not waive or
otherwise affect the requirements of this agreement.
b. Each insurance policy required by this Contract must be in effect at, or prior to,
commencement of work under this Contract. Failure to maintain the insurance policies
as required by this Contract, or to provide evidence of renewal, is a material breach of
contract.
c. All certificates required by this Contract shall be sent directly to (Deepika Bajpayee 100
N 15th Ave, Suite 402, Phoenix AZ 85007). The State of Arizona project/contract
number and project description shall be noted on the certificate of insurance. The State
of Arizona reserves the right to require complete copies of all insurance policies
required by this Contract at any time. DO NOT SEND CERTIFICATES OF INSURANCE TO
THE STATE OF ARIZONA'S RISK MANAGEMENT DIVISION.
SUBCONTRACTORS: Contractors’ certificate(s) shall include all subcontractors as insureds under
its policies or Contractor shall be responsible for ensuring and/or verifying that all
subcontractors have valid and collectable insurance as evidenced by the certificates of insurance
and endorsements for each subcontractor. All coverages for subcontractors shall be subject to
the minimum insurance requirements identified above. The State reserves the right to require,
at any time throughout the life of the Contract, proof from the Contractor that its
subcontractors have the required coverage.
APPROVAL and MODIFICATIONS: The Contracting Agency, in consultation with State Risk,
reserves the right to review or make modifications to the insurance limits, required coverages,
or endorsements throughout the life of this contract, as deemed necessary. Such action will not
require a formal Contract amendment but may be made by administrative action.
EXCEPTIONS: In the event the Contractor or sub-contractor(s) is/are a public entity, then the
Insurance Requirements shall not apply. Such public entity shall provide a Certificate of Self-
Insurance. If the contractor or sub-contractor(s) is/are a State of Arizona agency, board,
commission, or university, none of the above shall apply.
6.3 Basic Indemnification
6.3.1 CONTRACTOR/VENDOR (NOT PUBLIC AGENCY).
To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold
harmless the State of Arizona, and its departments, agencies, boards, commissions,
universities, officers, officials, agents, and employees (hereinafter referred to as
“Indemnitee”) from and against any and all claims, actions, liabilities, damages, losses,
or expenses (including court costs, attorneys’ fees, and costs of claim processing,
investigation and litigation) (hereinafter referred to as “Claims”) for bodily injury or
personal injury (including death), or loss or damage to tangible or intangible property
caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or
omissions of Contractor or any of its owners, officers, directors, agents, employees or
subcontractors. This indemnity includes any claim or amount arising out of, or
recovered under, the Workers’ Compensation Law or arising out of the failure of such
Contractor to conform to any federal, state, or local law, statute, ordinance, rule,
regulation, or court decree. It is the specific intention of the parties that the Indemnitee
shall, in all instances, except for Claims arising solely from the negligent or willful acts
or omissions of the Indemnitee, be indemnified by Contractor from and against any and
all claims. It is agreed that Contractor will be responsible for primary loss investigation,
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 26 of 46 2
Available online at: Procure.AZ.gov
defense, and judgment costs where this indemnification is applicable. In consideration
of the award of this contract, the Contractor agrees to waive all rights of subrogation
against the State of Arizona, its officers, officials, agents, and employees for losses
arising from the work performed by the Contractor for the State of Arizona.
This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency,
board, commission or university of the State of Arizona.
6.4 Patent and Copyright
Indemnification
CONTRACTOR/VENDOR (NOT PUBLIC AGENCY). With respect to Materials or Services provided
or proposed by a Contractor Indemnitor for performance under the Contract, Contractor shall
indemnify, defend and hold harmless State Indemnitees against any third-party claims for
liability, costs, and expenses, including, but not limited to reasonable attorneys' fees, for
infringement or violation of any patent, trademark, copyright, or trade secret by the Materials
and the Services. With respect to the defense and payment of claims under this subparagraph:
1. State shall provide reasonable and timely notification to Contractor of any claim for
which Contractor may be liable under this paragraph;
2. Contractor, with reasonable consultation from State, shall have control of the defense of
any action on an indemnified claim including all negotiations for its settlement or
compromise;
3. State may elect to participate in such action at its own expense; and
4. State may approve or disapprove any settlement or compromise, provided that, (i) State
shall not unreasonably withhold or delay such approval or disapproval and (ii) State shall
cooperate in the defense and in any related settlement negotiations.
If Contractor is a public agency, this paragraph 6.4 does not apply.
6.5 Force Majeure 6.5.1 DEFINITION. For this paragraph, “force majeure” means an occurrence that is
(a) beyond the control of the affected party, (b) occurred without the party’s fault or
negligence, and (c) something the party was unable to prevent by exercising reasonable
diligence. Without limiting the generality of the foregoing, force majeure expressly
includes acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor
disputes, civil disorders, fire, flood, lockouts, injunctions-intervention-acts, failures or
refusals to act by government authorities, and, subject to paragraph 7.66 [Performance
in Public Health Emergency], declared public health emergencies. Force majeure
expressly does not include late delivery caused by congestion at a manufacturer’s plant
or elsewhere, an oversold condition of the market, late performance by a
Subcontractor unless the delay arises out of an occurrence of force majeure, or inability
of either Contractor or any Subcontractor to acquire or maintain any required
insurance, bonds, licenses, or permits.
6.5.2 RELIEF FROM PERFORMANCE. Except for payment of sums due, the parties are not
liable to each other if an occurrence of force majeure prevents its performance under
the Contract. If either party is delayed at any time in the progress of their respective
performance under the Contract by an occurrence of force majeure, the delayed party
shall notify the other no later than the following working day after the occurrence, or as
soon as it could reasonably have been expected to recognize that the occurrence had
effect in cases where the effects were not readily apparent. In any event, the notice
must make specific reference to this paragraph specifying the causes of the delay in the
notice and, if the effects of the occurrence are on-going, provide an initial notification
and thereafter the delayed party shall provide regular updates until such time as the
effects are fully known. To the extent it is able, the delayed party shall cause the delay
to cease promptly and notify the other party when it has done so. The parties shall
extend the time of completion by Contract Amendment for a period equal to the time
that the results or effects of the delay prevented the delayed party from performing.
6.5.3 EXCUSABLE DELAY IS NOT DEFAULT. Failure in performance by either party will not
constitute default hereunder or give rise to any claim for damages or loss of anticipated
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 27 of 46 2
Available online at: Procure.AZ.gov
profits if and to the extent that such failure was or is being caused by an occurrence of
force majeure.
6.5.4 DEFAULT DIMINISHES RELIEF. Entitlement to relief from the effects of an occurrence of
force majeure is diminished to the extent that the delay did or will result from the
affected party’s default unrelated to the occurrence, in which case and to that extent
the other party’s normal remedies and the affected party’s obligations would apply
undiminished.
6.6 Third Party
Antitrust
Violations
Contractor assigns to State any claim for overcharges resulting from antitrust violations to the
extent that those violations concern materials or services supplied by third parties to Contractor
toward fulfillment of the Contract.
7.0 Warranties
7.1 Conformity to
Requirements
Contractor warrants that, unless expressly provided otherwise elsewhere in the Contract, the
Materials and Services will for 1 (one) year after acceptance and in each instance: (1) conform to
the requirements of the Contract, which by way of reminder include without limitation all
descriptions, specifications, and drawings identified in the Scope of Work and any Contractor
affirmations included as part of the Contract; (2) be free from defects of material and
workmanship; (3) conform to or perform in a manner consistent with current industry
standards; and (4) be fit for the intended purpose or use described in the Contract. Mere
delivery or performance does not substitute for express acceptance by State. Where inspection,
testing, or other acceptance assessment of Materials or Services cannot be done until after
installation, the forgoing warranty will not begin until State’s acceptance.
7.2 Contractor
Personnel
Contractor warrants that its personnel will perform their duties under the Contract in a
professional manner, applying the requisite skills and knowledge, consistent with industry
standards, and in accordance with the requirements of the Contract. Contractor further
warrants that its key personnel will maintain any certifications relevant to their work, and
Contractor shall provide individual evidence of certification to State’s authorized representatives
upon request.
7.3 Intellectual
Property
Contractor warrants that the Materials and Services do not and will not infringe or violate any
patent, trademark, copyright, trade secret, or other intellectual property rights or laws, except
only to the extent the Specifications do not permit use of any other product and Contractor is
not and cannot reasonably be expected to be aware of the infringement or violation.
7.4 Licenses and Permits Contractor warrants that it will maintain all licenses required under paragraph 3.7 [Contractor
Licenses] and all required permits valid and in force.
7.5 Operational
Continuity
Contractor warrants that it will perform without relief notwithstanding being sold or acquired;
no such event will operate to mitigate or alter any of Contractor’s duties hereunder absent a
consented delegation under paragraph 5.3 [Assignment and Delegation] that expressly
recognizes the event.
7.6 Performance in Public
Health Emergency
Contractor warrants that it will:
1. have in effect promptly after commencement a plan for continuing performance in the
event of a declared public health emergency that addresses, at a minimum: (a)
identification of response personnel by name; (b) key succession and performance
responses in the event of sudden and significant decrease in workforce; and
(c) alternative avenues to keep sufficient product on hand or in the supply chain; and
2. provide a copy of its current plan to State within 3 (three) business days after State’s
written request. If Contractor claims relief under paragraph 6.5 [Force Majeure] for an
occurrence of force majeure that is a declared public health emergency, then that relief
will be conditioned on Contractor having first implemented its plan and exhausted all
reasonable opportunity for that plan implementation to overcome the effects of that
occurrence, or mitigate those effects to the extent that overcoming entirely is not
practicable.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 28 of 46 2
Available online at: Procure.AZ.gov
For clarification of intent, being obliged to implement the plan is not of itself an occurrence of
force majeure, and Contractor will not be entitled to any additional compensation or extension
of time by virtue of having to implement it. Furthermore, failure to have or implement an
appropriate plan will be a material breach of contract.
7.7 Lobbying 7.7.1 PROHIBITION.
(a) Contractor warrants that:
i. it will not engage in lobbying activities, as defined in 40 CFR part 34 and
A.R.S. § 41-1231, et seq., using monies awarded under the Contract,
provided that, the foregoing does not intend to constrain Contractor's use of
its own monies or property, including without limitation any net proceeds
duly realized under the Contract or any value thereafter derived from those
proceeds; and
ii. upon award of the Contract, it will disclose all lobbying activities to State to
the extent they are an actual or potential conflict of interest or where such
activities could create an appearance of impropriety.
(b) Contractor shall implement and maintain adequate controls to assure compliance
with (a) above.
(c) Contractor shall obtain an equivalent warranty from all Subcontractors and shall
include an equivalent no-lobbying provision in all Subcontracts.
7.7.2 EXCEPTION. This paragraph does not apply to the extent that the Services are defined in
the Contract as being lobbying for State’s benefit or on State’s behalf.
7.8 Survival of
Warranties
All representations and warranties made by Contractor under the Contract will survive the
expiration or earlier termination of the Contract.
8.0 State's Contractual Remedies
No modifications to uniform terms and conditions section
9.0 Contract Termination
No modifications to uniform terms and conditions section
10.0 Contract Claims
10.1 Claim
Resolution
Notwithstanding any law to the contrary, all contract claims or controversies under the Contract
are to be resolved according to Arizona Revised Statutes Title 41, Chapter 23, Article 9, and rules
adopted thereunder, including judicial review under A.R.S. § 12-1518.
10.2 Mandatory
Arbitration
In compliance with A.R.S. § 12-1518, the parties agree to comply in a judicial review proceeding
with any applicable, mandatory arbitration requirements.
11.0 General Provisions for Products
11.1 Applicability Article 11 applies to the extent the Work is or includes Materials.
11.2 Off-Contract
Materials
Contractor shall ensure that the design and/or procedures for the Materials ordering method
prevents Orders for off-contract items or excluded items. Notwithstanding that State might have
its own internal administrative rules regarding off-contract or excluded item ordering, and
endeavors to prevent such orders from occurring, Contractor is responsible for not accepting any
such Orders; State may, at its discretion, return any such items under subparagraph 11.17 or
cancel any such Order under subparagraph 11.18, in either case being without obligation and at
Contractor’s expense. As used above, “off-contract item” refers to any product not included in
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 29 of 46 2
Available online at: Procure.AZ.gov
the scope of the Contract and for which no price or compensation has been established
contractually, and “excluded item” refers to any product expressly stated in the Contract as
being excluded from the Contract.
11.3 Compensation for
Late Deliveries
Contractor shall have clear, published policies in place regarding late delivery, order cancelation,
discounts, or rebates given to compensate for late deliveries, etc., and make them readily
available to those Eligible Agencies, and Co-Op Buyers if applicable, that are likely to need them.
11.4 Indicate Shipping
Costs on Order
Contractor shall identify and provide the required substantiating documentation for the amount
it intends to add for shipping in the Order acknowledgment if shipping is additional to the
contracted price or rate for an item; otherwise, Contractor shall indicate that shipping is included
in the Order price (in other words, every Order must indicate clearly whether or not shipping is
included in the Order price, and if not included, how much is to be added and why that amount is
the correct or appropriate one).
11.5 Current Products Contractor shall keep all products being offered under the Contract: (a) in current and ongoing
production; (b) in its advertised product lines; (c) as models or types that are actively functioning
in other paying customer environments; and (d) in conformance to the requirements of the
Contract.
11.6 Maintain
Comprehensive
Selection
Contractor shall provide at all times the comprehensive selection of products for which a price is
established in the Commercial Document for ordering by Eligible Agencies, and Co-Op Buyers if
applicable.
11.7 Additional
Products
State, at its discretion, may modify the scope of the Contract by Contract Amendment to include
additional products or product categories so long as they are within the general scope of the
ones originally covered by the Contract. Once the Contract Amendment has been fully executed,
Contractor shall then update all applicable catalogs and price lists and make them available to all
affected entities at no additional cost. Either party may make the request to add products to the
Contract; regardless of who makes the request, the parties shall negotiate in good faith a fair
price for any additional products, but State may elect not to add some or all of the products in
question if no agreement is reached on pricing in a timely manner. Contractor’s request or
proposal in response to State’s request must include: (a) documentation demonstrating that the
additional products meet or exceed the specifications for the original products while remaining
in the same product groups as the original ones; and (b) documentation demonstrating that the
proposed price for the additional products is both fair and reasonable and at the same level of
discount relative to market price as were the original ones. Demonstration of (b) typically
requires showing how prices at which sales are currently or were last made to a significant
number of buyers compare to the prices or discounts (as applicable) being proposed for the
additional products.
11.8 Discontinued
Products
If a product or groups of products covered by the Contract are discontinued by the
manufacturer, Contractor shall notify State within 5 (five) business days after receiving the
manufacturer’s notification. State, at its discretion, will either allow Contractor to provide
substitutes for the discontinued products or delete the products from the scope of the Contract,
both of which will be accomplished by Contract Amendment. Contractor shall then update all
applicable catalogs and price lists and make them available to all affected entities at no
additional cost. The parties shall negotiate in good faith a fair price for any substitute product,
but State may elect to delete the products from the scope of the Contract if no agreement is
reached on substitute pricing in a timely manner. When notifying State of the discontinuance,
Contractor shall provide: (a) manufacturer’s announcement or documentation stating that the
products have been discontinued, with identification by model/part number; (b) documentation
demonstrating that the substitute products meet or exceed the specifications for the
discontinued products while remaining in the same product groups as were the discontinued
ones; and (c) documentation demonstrating that the proposed price for the substitute products
is both fair and reasonable and at the same level of discount relative to market price as were the
discontinued ones (with demonstration being as described in subparagraph 11.7).
11.9 Forced Substitutions Forced substitutions will not be permitted; Contractor shall obtain State’s prior written consent
before making any discretionary substitution for any product covered by the Contract.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 30 of 46 2
Available online at: Procure.AZ.gov
11.10 Recalls In the event of a recall notice, technical service bulletin, or other important notification affecting
a product offered under the Contract (collectively, “recalls” hereinafter), Contractor shall send
timely notice to State for each applicable Order referencing the affected Order and product.
Notwithstanding whatever protection Contractor might have under A.R.S. § 12-684 with respect
to a manufacturer, Contractor shall handle recalls entirely and without obligation on State’s part,
other than to permit removal of installed products, retrieval of stored products, etc., as
necessary to implement the recall.
11.11 Delivery 11.11.1 PRICING. Unless stated otherwise in the Commercial Document, all Materials prices
set forth therein are FCA (seller’s dock) Incoterms®2010, with “seller’s dock” meaning the last
place of manufacturing, assembly, integration, final packing, or warehousing before departure to
designated point of delivery to State. For reference, the foregoing is to be construed as
equivalent to “F.O.B. Origin, Contractor’s Facility” under FAR 52.247-30.
11.11.2 LIABILITY. Unless stated otherwise in the Commercial Document or an Order,
Contractor’s liability for all Materials is DDP (State-designated receiving point per Order)
Incoterms®2010, but with unloading at destination included. For reference, the foregoing is to be
construed as equivalent to “F.O.B. Destination, Within Consignee’s Premises” under FAR 52.247-
35.
11.11.3 PAYMENT. Unless stated otherwise in the Commercial Document or an Order, State
shall reimburse Contractor the costs of the difference between DDP (State-designated receiving
point per Order) and FCA (seller’s dock) with no mark-up, which Contractor shall itemize and
invoice separately.
11.12 Delivery Time Unless stated otherwise in the Commercial Document generally or in the applicable Order
particularly, Contractor shall make delivery within 2 (two) business days after receiving each
Order.
11.13 Delivery Locations Contractor shall offer deliveries to every location served under the scope of the Contract,
specifically:
1. if the Contract is for a single State agency in a single area, then Contractor shall
deliver to any agency location in that area;
2. if the Contract is for a single State agency in all its locations, then Contractor shall
deliver to any of that agency’s location in Arizona;
3. if the Contract is for statewide use but excludes certain areas, then Contractor shall
deliver to any Eligible Agency or Co-Op Buyer location that is not in the excluded
areas; and
4. if the Contract is for unrestricted statewide use, then:
(a) Contractor shall deliver to any Eligible Agency or Co-Op Buyer anywhere in
Arizona;
(b) if a prospective Co-Op Buyer outside Arizona wishes to order against the
Contract, Contractor agrees to negotiate in good faith any fair and reasonable
price or lead time adjustments necessary to serve that location if practicable
to do so within the scope of its normal business; and
(c) if the Commercial Document indicates defined delivery areas and prices, those
always apply unless the Order expressly states otherwise and Contractor
accepts it.
11.14 Conditions at Delivery
Location
Contractor shall verify receiving hours and conditions (i.e. height/weight restrictions, access
control, etc.) with the relevant purchaser for the receiving site before scheduling or making a
delivery. State will neither allow extra charges for wait time, comebacks, or the like nor excuse
late delivery if Contractor has failed to make the verification or comply with the applicable
conditions. Contractor shall make each delivery to the specific location indicated in the Order,
which Contractor acknowledges might be inside an industrial building, institutional building, low-
rise office building, or high-rise office building instead of a normal receiving dock. Contractor
might be required to make deliveries to locations inside a secured perimeter at certain
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 31 of 46 2
Available online at: Procure.AZ.gov
institutional facilities such as prisons where prior clearances are required for each delivery and
driver individually. Contractor shall contact each such facility directly to confirm its most-current
security clearance procedures, allowable hours for deliveries, visitor dress code, and other
applicable rules. State will neither allow extra charges for wait time, comebacks, or the like nor
excuse late delivery if Contractor has failed to make the confirmation or comply with the
applicable conditions.
11.15 Materials Acceptance State has the right to make acceptance of Materials subject to a complete inspection on delivery
and installation, if installation is Contractor’s responsibility. State may apply as acceptance
criteria conformity to the Contract, workmanship and quality, correctness of constituent
materials, and any other matter for which the Contract or applicable laws state a requirement,
whether stated directly or by reference to another document, standard, reference specification,
etc. Contractor shall remove any rejected Materials from the delivery location, or from any
immediate environs to which it might have been reasonably necessary to move it, carry it off the
delivery premises, and subsequently deliver an equal number or quantity of conforming items.
State will not owe Contractor any payment for rejected Materials, and State may, at its
discretion, withhold or make partial payment for any rejected Materials that have been returned
to Contractor in those instances where State has agreed to permit repair instead of demanding
replacement.
11.16 Correcting Defects Contractor shall, at no additional cost and without entitlement to extension of any delivery
deadline or specified time for performance, remove or exchange and replace any defective or
non-conforming delivered or installed Materials.
1. Contractor shall be solely responsible for the cost of any associated cutting and
patching, temporary protection measures, packing and crating, hoisting and
loading, transportation, unpacking, inspection, repacking, reshipping, and
reinstallation if installation is within the scope of the Contract.
2. If Contractor fails to do so in a timely manner, State will be entitled to exercise its
remedies under paragraph 8.5 [Right of Offset] of the Uniform Terms and
Conditions.
3. Whether State will permit Contractor to repair in place or demands that Contractor
remove and replace is at State’s discretion in each instance, provided that, State
shall not apply that discretion punitively if repair in place is practicable and doing so
would not create safety hazards, put property at risk, unreasonably interfere with
operations, create public nuisance, or give rise to any other reasonable concern on
State’s part.
11.17 Returns State may, at its discretion, return for full credit and with no restocking charges any delivered
Materials unused in the original packaging, including any instruction manuals or other incidental
item that accompanied the original shipment, within 30 (thirty) days after receipt. If State elects
to return delivered Materials, then State shall pay all freight, delivery, and transit insurance costs
to return the products to the place from which Contractor shipped them, provided that, if State
returns delivered Materials because they are defective or non-conforming or for any other
reason having to do with Contractor fault or error, then State will not be responsible for paying
freight, delivery, or transit insurance costs to return the products and may, at its discretion,
either have those billed directly to Contractor or offset them under paragraph 8.5 [Right of
Offset] of the Uniform Terms and Conditions.
11.18 Order Cancellation State may cancel Orders within a reasonable period after issuance and at its discretion. The same
method as that used for ordering will be used for cancellation. If State cancels an Order, then
State shall:
1. pay Contractor for any portion of the Materials and Services from that Order that
have been properly delivered or performed as of the cancellation effective date
plus 1 (one) additional business day;
2. reimburse Contractor for:
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 32 of 46 2
Available online at: Procure.AZ.gov
(a) its actual, documented costs incurred in fulfilling the Order up to the
cancellation effective date plus 1 (one) additional business day; and
(b) the cost of any obligations it incurred as of the cancellation effective date plus
1 (one) additional business day that demonstrably cannot be canceled, or that
have pre-established cancelation penalties specified in the relevant
Subcontracts, to the extent the penalties are reasonable and customary for
the work in question; and
3. Contractor shall not charge or be entitled to charge State for any new costs it incurs
after receiving the cancelation notice plus 1 (one) business day or for any lost
profits or opportunity.
By way of reminder, State is not liable for any products that were produced, shipped, or
delivered or any services that were performed before Contractor had acknowledged the
corresponding Order.
11.19 Product Safety Materials as-shipped must comply with applicable safety regulations and standards. Unless
expressly stated otherwise in the Scope of Work, State is not responsible for making any
Materials safe or compliant following acceptance and is relying exclusively on Contractor to
deliver only products that are already safe and compliant.
11.20 Hazardous Materials Contractor shall timely provide State with any “Safety Data Sheets” (SDS) and any other hazard
communication documentation required under the US Department of Labor’s Occupational
Safety and Health Administration (OSHA) “Hazard Communication Standard” (often referred to
as the “HazCom 2012 Final Rule”) that is reasonably necessary for State to comply with
regulations when it or its other contractors install, handle, operate, repair, maintain or remove
any Materials. Note that, in the past, those documents might have been referred to as “Material
Safety Data Sheets” or “Product Safety Data Sheets”, but State (and this Contract) use only the
more up-to-date “SDS” reference. Contractor shall ensure that all its relevant personnel
understand the nature of and hazards associated with, to the extent it they are Contractor’s
responsibility under the Contract, the design, shipping, handling, delivery, installation, repair and
maintenance of any portion of the Work that is, contains or will become upon use a hazardous
material, with “hazardous material” being any material or substance that is: (1) identified now or
in the future as being hazardous, toxic or dangerous under applicable laws; or (2) subject to
statutory or regulatory requirement governing special handling, disposal or cleanup.
12.0 General Provisions for Services
12.1 Applicability Article 12 applies to the extent the Work is or includes Services.
12.2 Comprehensive
Services Offering Contractor shall provide the comprehensive range of services for which a price is established in
the Pricing Document for ordering by Eligible Agencies, and Co-Op Buyers if co-op buying applies.
12.3 Additional Services State at its discretion may modify the scope of the Contract by Contract Amendment to include
additional services or service categories that are within the general scope of the ones originally
covered by the Contract if it determines that doing so is in its best interest. Once the Contract
Amendment is fully executed, Contractor shall then update all applicable price lists and make
them available to all affected entities at no additional cost. Either party may make the request to
add services to the Contract; regardless of who makes the request, the parties shall negotiate in
good faith a fair price for any additional services, but State may elect not to add some or all of
the services in question if no agreement is reached on pricing in a timely manner. Contractor’s
request or proposal in response to State’s request must include documentation demonstrating
that the proposed price for the additional services is both fair and reasonable and comparable to
the original ones.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 33 of 46 2
Available online at: Procure.AZ.gov
12.4 Off-Contract Services Contractor shall ensure that the design and/or procedures for the Services ordering method
prevents Orders for off-contract or excluded services. Notwithstanding that State might have its
own internal administrative rules regarding off contract or excluded service ordering, and
endeavors to prevent such orders from occurring, Contractor is responsible for not accepting any
such Orders. State may, at its discretion, cancel any such Order without obligation. As used
above, “off-contract service” refers to any service not included in the scope of the Contract and
for which no price or compensation has been established contractually, and “excluded service”
refers to any service expressly excluded from the scope of the Contract.
12.5 Removal of Personnel Notwithstanding that Contractor is in every circumstance responsible for hiring, assigning,
directing, managing, training, disciplining, and rewarding its personnel, State may at its
discretion and without the obligation to demonstrate cause instruct Contractor to remove any of
its personnel from State’s facilities or from further assignment under the Contract. In such cases,
Contractor shall promptly replace them with other personnel having equivalent qualifications,
experience, and capabilities.
12.6 Transitions During commencement, Contractor shall attend transition meetings with any outgoing vendors
to coordinate and ease the transition so that the effect on State’s operations is kept to a
minimum. State may elect to have outgoing vendors complete some or all of their work or
orders in progress to ease the transition as is safest and most efficient in each instance, even if
that scope is covered under the Contract. Conversely, State anticipates having a continued need
for the same materials and services upon expiration or earlier termination of the Contract.
Accordingly, Contractor shall work closely with any new (incoming) vendor and State to ensure
as smooth and complete a transfer as is practicable. State’s representative shall coordinate all
transition activities and facilitate joint development of a comprehensive transition plan by both
Contractor and the incoming vendor. As with the incoming transition. State may permit
Contractor (outgoing) to complete work or orders in progress to ease the transition as is safest
and most efficient in each instance.
12.7 Accuracy of Work Contractor is responsible for the accuracy of the Services, and shall promptly make all necessary
revisions or corrections resulting from errors and omissions on its part without additional
compensation. Acceptance by State will not relieve Contractor of responsibility for correction of
any errors discovered subsequently or necessary clarification of any ambiguities.
12.8 Requirements at
Services Location Contractor personnel shall perform their assigned portions of the Services at the specific location
indicated in the Order (if applicable). Contractor acknowledges that the location might be inside
an industrial building, institutional building, or one of various office types and classes.
Additionally, if performing the Services requires Contractor personnel to work inside a secured
perimeter at certain institutional facilities such as prisons where prior clearances are required,
Contractor shall contact the facility directly to confirm its most-current security clearance
procedures, allowable hours for work, visitor dress code, and other applicable rules. State will
neither allow extra charges for wait time, comebacks, or the like nor excuse late performance if
Contractor has failed to make the confirmation or comply with the applicable conditions.
12.9 Services Acceptance State has the right to make acceptance of Services subject to acceptance criteria. State may
apply as acceptance criteria conformity to the Contract, accuracy, completeness, or other
indicators of quality or other matter for which the Contract or law states a requirement,
whether stated directly or by reference to another document, standard, reference specification,
etc. State will not owe Contractor any payment for un-accepted Services; and State may, at its
discretion, withhold or make partial payment for any rejected Services if Contractor is still in the
process of re-performing or otherwise curing the grounds for State’s rejection.
12.10 Corrective Action
Required Notwithstanding any other guarantees, general warranties, or particular warranties Contractor
has given under the Contract, if Contractor fails to perform any material portion of the Services,
including failing to complete any contractual deliverable, or if its performance fails to meet
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 34 of 46 2
Available online at: Procure.AZ.gov
agreed-upon service levels or service standards set out in or referred to in the Contract, then
Contractor shall perform a root-cause analysis to identify the source of the failure and use all
commercially reasonable efforts to correct the failure and meet the Contract requirements as
promptly as is practicable.
1. Contractor shall provide to State a report detailing the identified cause and setting out
its detailed corrective action plan promptly after the date the failure occurred (or the
date when the failure first became apparent, if it was not apparent immediately after
occurrence).
2. State may demand to review and approve Contractor’s analysis and plans, and
Contractor shall make any corrections State instructs and adopt State’s
recommendations so far as is commercially practicable, provided that State may insist
on any measures it determines within reason to be necessary for safety or protecting
property and the environment.
3. Contractor shall take the necessary action to avoid any like failure in the future, if doing
so is appropriate and practicable under the circumstances.
13.0 Data and Information Handling
13.1 Applicability Article 13 applies to the extent the Work includes handling of any (1) State’s proprietary and
sensitive data or (2) confidential or access-restricted information obtained from State or from
others at State’s behest.
13.2 Data Protection and
Confidentiality
of Information
Contractor warrants that it will establish and maintain procedures and controls acceptable to
State for ensuring that State’s proprietary and sensitive data is protected from unauthorized
access and information obtained from State or others in performance of its contractual duties is
not mishandled, misused, or inappropriately released or disclosed. For purposes of this
paragraph, all data created by Contractor in any way related to the Contract, provided to
Contractor by State, or prepared by others for State are proprietary to State, and all information
by those same avenues is State’s confidential information. To comply with the foregoing
warrant:
1. Contractor shall: (a) notify State immediately of any unauthorized access or
inappropriate disclosures, whether stemming from an external security breach, internal
breach, system failure, or procedural lapse; (b) cooperate with State to identify the
source or cause of and respond to each unauthorized access or inappropriate
disclosure; and (c) notify State promptly of any security threat that could result in
unauthorized access or inappropriate disclosures; and
2. Contractor shall not: (a) release any such data or allow it to be released or divulge any
such information to anyone other than its employees or officers as needed for each
person’s individual performance of his or her duties under the Contract, unless State
has agreed otherwise in advance and in writing; or (b) respond to any requests it
receives from a third party for such data or information, and instead route all such
requests to State’s designated representative.
13.3 Personally Identifiable
Information.
Without limiting the generality of paragraph 13.2, Contractor warrants that it will protect any
personally identifiable information (“PII”) belonging to State’s employees’ or other contractors
or members of the general public that it receives from State or otherwise acquires in its
performance under the Contract.
For purposes of this paragraph:
1. PII has the meaning given in the [federal] Office of Management and Budget (OMB)
Memorandum M-07-16 Safeguarding Against and Responding to the Breach of
Personally Identifiable Information; and
2. “protect” means taking measures to safeguard personally identifiable information and
prevent its breach that are functionally equivalent to those called for in that OMB
memorandum and elaborated on in the [federal] General Services Administration (GSA)
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 35 of 46 2
Available online at: Procure.AZ.gov
Directive CIO P 2180.1 GSA Rules of Behavior for Handling Personally Identifiable
Information.
NOTE (1): For convenience of reference only, the OMB memorandum is available at:
https://www.whitehouse.gov/sites/default/files/omb/memoranda/fy2007/m07-16.pdf
NOTE (2): For convenience of reference only, the GSA directive is available at:
http://www.gsa.gov/portal/directive/d0/content/658222
13.4 Protected Health
Information
Contractor warrants that, to the extent performance under the Contract involves individually
identifiable health information (referred to hereinafter as protected health information (“PHI”)
and electronic PHI (“ePHI”) as defined in the Privacy Rule referred to below), it:
1. is familiar with and will comply with the applicable aspects of the following collective
regulatory requirements regarding patient information privacy protection: (a) the
“Privacy Rule” in CFR 45 Part 160 and Part 164 pursuant to the Health Insurance
Portability and Accountability Act (“HIPAA”) of 1996; (b) Arizona laws, rules, and
regulations applicable to PHI/ePHI that are not preempted by CFR 45-160(B) or the
Employee Retirement Income Security Act of 1974 (“ERISA”) as amended; and (c)
State’s current and published PHI/ePHI privacy and security policies and procedures;
2. will cooperate with State in the course of performing under the Contract so that both
State and Contractor stay in compliance with the requirements in (1) above; and
3. will sign any documents that are reasonably necessary to keep both State and
Contractor in compliance with the requirements in (1) above, in particular “Business
Associate Agreements” in accordance with the Privacy Rule.
NOTE: For convenience of reference only, the Privacy Rule is available at:
http://www.hhs.gov/hipaa/for-professionals/privacy/index.html
14.0 Information Technology Work
14.1 Applicability Article 14 applies to any Invitation for Bids, Request for Proposals, or Request for Quotations for
"Information Technology," as defined In A.R.S. § 41-3501(6) 6: “ . . . computerized and auxiliary
automated information processing, telecommunications and related technology, including
hardware, software, vendor support and related services, equipment and projects” if and to the
extent that the Work is or includes Information Technology.
14.2 Background Checks Each of Contractor’s personnel who is an applicant for an information technology position must
undergo the security clearance and background check procedure, which includes fingerprinting,
as required by A.R.S § 41-710. Contractor shall obtain and pay for the security clearance and
background check. Contractor personnel who will have administrator privileges on a State
network must additionally provide identify and address verification and undergo State-specified
training for unescorted access, confidentiality, privacy, and data security.
14.3 Information Access 14.3.1 SYSTEM MEASURES. Contractor shall employ appropriate system management and
maintenance, fraud prevention and detection, and encryption application and tools to
any systems or networks containing or transmitting State’s proprietary data or
confidential information.
14.3.2 INDIVIDUAL MEASURES. Contractor personnel shall comply with applicable State
policies and procedures regarding data access, privacy, and security, including
prohibitions on remote access and obtaining and maintaining access IDs and passwords.
Contractor is responsible to State for ensuring that any State access IDs and passwords
are used only by the person to whom they were issued. Contractor shall ensure that
personnel are only provided the minimum only such level of access necessary to
perform his or duties. Contractor shall on request provide a current register of the
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 36 of 46 2
Available online at: Procure.AZ.gov
access IDs and passwords and corresponding access levels currently assigned to its
personnel.
14.3.3 ACCESS CONTROL. Contractor is responsible to State for ensuring that hardware,
software, data, information, and that has been provided by State or belongs to or is in
the custody of State and is accessed or accessible by Contractor personnel is only used
in connection with carrying out the Work, and is never commercially exploited in any
manner whatsoever not expressly permitted under the Contract. State may restrict
access by Contractor personnel, or instruct Contractor to restrict access their access, if
in its determination the requirements of this subparagraph are not being met.
14.4 Pass-Through
Indemnity
14.4.1 INDEMNITY FROM THIRD PARTY. For computer hardware or software included in the
Work as discrete units that were manufactured or developed solely by a third party,
Contractor may satisfy its indemnification obligations under the Contract by, to the
extent permissible by law, passing through to State such indemnity as it receives from
the third-party source (each a “Pass-Through Indemnity”) and cooperating with State in
enforcing that indemnity. If the third party fails to honor its Pass-Through Indemnity, or
if a Pass-Through Indemnity is insufficient to indemnify State Indemnitees to the extent
and degree Contractor is required to do by the Uniform Terms and Conditions, then
Contractor shall indemnify, defend and hold harmless State Indemnitees to the extent
the Pass-Through Indemnity does not.
14.4.2 NOTIFY OF CLAIMS. State shall notify Contractor promptly of any claim to which a Pass-
Through Indemnity might apply. Contractor, with reasonable consultation from State,
shall control of the defense of any action on any claim to which a Pass-Through
Indemnity applies, including negotiations for settlement or compromise, provided that:
(a) State reserves the right to elect to participate in the action at its own expense;
(b) State reserves the right to approve or reject any settlement or compromise on
reasonable grounds and if done so timely; and
(c) State shall in any case cooperate in the defense and any related settlement
negotiations.
14.5 Systems and Controls In consideration for State having agreed to permit Pass-Through Indemnities in lieu of direct
indemnity, Contractor agrees to establish and keep in place systems and controls appropriate to
ensure that State funds under this Contract are not knowingly used for the acquisition,
operation, or maintenance of Materials or Services in violation of intellectual property laws or a
third party’s intellectual property rights.
14.6 Redress of
Infringement.
14.6.1 REPLACE, LICENSE, OR MODIFY. If Contractor becomes aware that any Materials or
Services infringe, or are likely to be infringing on, any third party’s intellectual property
rights, then Contractor shall at its sole cost and expense and in consultation with State
either:
(a) replace any infringing items with non-infringing ones;
(b) obtain for State the right to continue using the infringing items; or
(c) modify the infringing item so that they become non-infringing, so long as they
continue to function as specified following the modification.
14.6.2 CANCELLATION OPTION. In every case under 14.6.1, if none of those options can
reasonably be accomplished, or if the continued use of the infringing items is
impracticable, State may cancel the relevant Order or terminate the Contract and
Contractor shall take back the infringing items. If State does cancel the Order or
terminate the Contract, Contractor shall refund to State:
(a) for any software created for State under the Contract, the amount State paid to
Contactor for creating it;
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 37 of 46 2
Available online at: Procure.AZ.gov
(b) for all other Materials, the net book value of the product provided according to
generally accepted accounting principles; and
(c) for Services, the amount paid by State or an amount equal to 12 (twelve) months
of charges, whichever is less.
14.6.3. EXCEPTIONS. Contractor will not be liable for any claim of infringement based solely on
any of the following by a State Indemnitee:
(a) modification or use of Materials other than as contemplated by the Contract or
expressly authorized or proposed by a Contractor Indemnitor;
(b) operation of Materials with any operating software other than that supplied by
Contractor or authorized or proposed by a Contractor Indemnitor; or
(c) combination or use with other products in a manner not contemplated by the
Contract or expressly authorized or proposed by a Contractor Indemnitor.
14.7 First Party Liability
Limitation 14.7.1 LIMIT. Subject to the provisos that follow below and unless stated otherwise in the
Special Terms and Conditions, State’s and Contractor’s respective first party liability
arising from or related to the Contract is limited to the greater of $1,000,000 (one
million dollars) or 3 (three) times the purchase price of the specific Materials or Services
giving rise to the claim.
14.7.2 PROVISOS. This paragraph 14.7 limits liability for first party direct, indirect, incidental,
special, punitive, and consequential damages relating to the Work regardless of the
legal theory under which the liability is asserted. This paragraph 14.7 does not limit
liability arising from any:
(a) Indemnified Claim against which Contractor has indemnified State Indemnitees
under paragraph 6.3;
(b) claim against which Contractor has indemnified State Indemnitees under
paragraph 6.4; or
(c) provision of the Contract calling for liquidated damages or specifying amounts or
percentages as being at-risk or subject to deduction for performance deficiencies.
14.7.2 PURCHASE PRICE DETERMINATION. If the Contract is for a single-agency and a single
Order (or if no Order applies), then “purchase price” in Subparagraph 14.7.1 above
means the aggregate Contract price current at the time of Contract expiration or earlier
termination, including all change orders or other forms of Contract Amendment having
an effect on the aggregate price through that date. In all other cases, “purchase price”
above means the total price of the Order for the specific equipment, software, or
services giving rise to the claim, and therefore a separate limit will apply to each Order.
14.7.3 NO EFFECT ON INSURANCE. This paragraph does not modify the required coverage
limits, terms, and conditions of, or any insured’s ability to claim against, any insurance
that Contractor is required by the Contract to provide, and Contractor shall obtain
express endorsements that it does not.
14.8 Information
Technology Warranty 14.8.1 SPECIFIED DESIGN. Where the Scope of Work for information technology Work provides
a detailed design specification or sets out specific performance requirements,
Contractor warrants that the Work will provide all functionality material to the intended
use stated in the Contract, provided that, the foregoing warranty does not extend to
any portions of the Materials that are:
(a) modified or altered by anyone not authorized by Contractor to do so;
(b) maintained in a way inconsistent to any applicable manufacturer
recommendations; or
(c) operated in a manner not within its intended use or environment.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents
Template version 2.0 (01-FEB-2017)
SECTION 2-C: Special Terms and Conditions
Page 38 of 46 2
Available online at: Procure.AZ.gov
14.8.2 COTS SOFTWARE. With respect to Materials provided under the Contract that are
commercial-off-the-shelf (COTS) software, Contractor warrants that:
(a) to the extent possible, it will test the software before delivery using commercially
available virus detection software conforming to current industry standards;
(b) the COTS software will, to the best of its knowledge, at the time of delivery be
free of viruses, backdoors, worms, spyware, malware, and other malicious code
that could hamper performance, collect unlawfully any personally identifiable
information, or prevent products from performing as required by the Contract;
and
(c) it will provide a new or clean install of any COTS software that State has reason to
believes contains harmful code.
14.8.3 PAYMENT HAS NO EFFECT. The warranties in this paragraph are not affected by State’s
inspection, testing, or payment.
14.9 Specific Remedies
Unless expressly stated otherwise elsewhere in the Contract, State’s remedy for breach of
warranty under paragraph 14.8 includes, at State’s discretion, re-performance, repair,
replacement, or refund of any amounts paid by State for the nonconforming Work, plus (in every
case) Contractor’s payment of State’s additional, documented, and reasonable costs to procure
materials or services equivalent in function, capability, and performance at that first called for.
For clarification of intent, the foregoing obligations are limited by the limitation of liability in
paragraph 14.7. If none of the forgoing options can reasonably be effected, or if the use of the
materials by State is made impractical by the nonconformance, then State may seek any remedy
available to it under law.
14.10 Section 508
Compliance Unless specifically authorized in the Contract, any electronic or information technology offered
to the State of Arizona under this Contract shall comply with A.R.S. § 18-131 and § 18-132 and
Section 508 of the Rehabilitation Act of 1973, which requires that employees and members of
the public shall have access to and use of information technology that is comparable to the
access and use by employees and members of the public who are not individuals with
disabilities.
14.11 Cloud Applications The following are required for Contractor of any “cloud” solution that hosts State data outside of
the State’s network, or transmits and/or receives State data.
1. Submit a completed Arizona Baseline Infrastructure Security Controls assessment
spreadsheet as found at: https://aset.az.gov/resources/policies-standards-and-
procedures, and mitigate or install compensating controls for any issues of concern
identified by State. Contractor is required to provide any requested documentation
supporting the review of the assessment. The assessment shall be re-validated on a
minimum annual basis.
2. State reserves the right to conduct Penetration tests or hire a third party to conduct
penetration tests of the Contractor’s application. Contractor will be alerted in advance
and arrangements made for an agreeable time. Contractor shall respond to all serious
flaws discovered by providing an acceptable timeframe to resolve the issue and/or
implement a compensating control.
3. Contractor must submit copy of system logs from cloud system to State of AZ security
team on a regular basis to be added to the State SIEM (Security Information Event
Monitor) or IDS (Intrusion Detection System).
Contractor must employ a government-rated cloud compartment to better protect sensitive or
regulated State data.
End of Section 2-B
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 39 of 46 2
Available online at: Procure.AZ.gov
SECTION 2-D: Uniform Terms and Conditions
Version: 9 (7/1/2013)
1.0 Definition of Terms
As used in the Contract, the terms listed below are defined as follows:
1.1 Attachment “Attachment” means any item the solicitation requires the Offeror to submit as part of the
Offer.
1.2 Contract “Contract” ” means the combination of the Solicitation, including the Uniform and Special
Instructions to Offerors, the Uniform and Special Terms and Conditions, and the Specifications
and Statement or Scope of Work; the Offer and any Best and Final Offers; and any Solicitation
Amendments or Contract Amendments.
1.3 Contract
Amendment
"Contract Amendment" means a written document signed by the Procurement Officer that is
issued for the purpose of making changes in the Contract.
1.4 Contractor “Contractor” means any Person who has a Contract with the State.
1.5 Days “Days” means calendar days unless otherwise specified.
1.6 Exhibit “Exhibit” means any item labeled as an Exhibit in the Solicitation or placed in the Exhibits section
of the Solicitation.
1.7 Gratuity “Gratuity” means a payment, loan, subscription, advance, deposit of money, services, or
anything of more than nominal value, present or promised, unless consideration of substantially
equal or greater value is received.
1.8 Materials “Materials” means all property, including equipment, supplies, printing, insurance and leases of
property but does not include land, a permanent interest in land or real property or leasing
space.
1.9 Procurement
Officer
“Procurement Officer” means the person, or his or her designee, duly authorized by the State to
enter into and administer Contracts and make written determinations with respect to the
Contract.
1.10 Services “Services” has the meaning given in A.R.S. § 41-2503(35), which, for convenience of reference
only, is “… the furnishing of labor, time, or effort by [the] [C]ontractor or [S}ubcontractor which
does not involve the delivery of a specific end product other than required reports and
performance [but] does not include employment agreements or collective bargaining
agreements.” Services includes Building Work and the service aspects of software described in
paragraph 1.8.
1.11 State “State” means the State of Arizona and Department or Agency of the State that executes the
Contract.
1.12 State Fiscal Year “State Fiscal Year” means the period beginning with July 1 and ending June 30.
1.13 Subcontract “Subcontract” means any Contract, express or implied, between the Contractor and another
party or between a subcontractor and another party delegating or assigning, in whole or in part,
the making or furnishing of any material or any service required for the performance of the
Contract.
2.0 Contract Interpretation
2.1 Arizona Law The Arizona law applies to this Contract including, where applicable, the Uniform Commercial
Code as adopted by the State of Arizona and the Arizona Procurement Code, Arizona Revised
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 40 of 46 2
Available online at: Procure.AZ.gov
Statutes (A.R.S.) Title 41, Chapter 23, and its implementing rules, Arizona Administrative Code
(A.A.C.) Title 2, Chapter 7.
2.2 Implied Terms Each provision of law and any terms required by law to be in this Contract are a part of this
Contract as if fully stated in it.
2.3 Contract Order
of Precedence
In the event of a conflict in the provisions of the Contract, as accepted by the State and as they
may be amended, the following shall prevail in the order set forth below:
2.3.1. Special Terms and Conditions;
2.3.2. Uniform Terms and Conditions;
2.3.3. Statement or Scope of Work;
2.3.4. Specifications;
2.3.5. Attachments;
2.3.6. Exhibits;
2.3.7. Documents referenced or included in the Solicitation.
2.4 Relationship of
Parties
The Contractor under this Contract is an independent Contractor. Neither party to this Contract
shall be deemed to be the employee or agent of the other party to the Contract.
2.5 Severability The provisions of this Contract are severable. Any term or condition deemed illegal or invalid
shall not affect any other term or condition of the Contract..
2.6 No Parole Evidence This Contract is intended by the parties as a final and complete expression of their agreement.
No course of prior dealings between the parties and no usage of the trade shall supplement or
explain any terms used in this document and no other understanding either oral or in writing
shall be binding.
2.7 No Waiver
Either party’s failure to insist on strict performance of any term or condition of the Contract
shall not be deemed a waiver of that term or condition even if the party accepting or
acquiescing in the nonconforming performance knows of the nature of the performance and
fails to object to it.
3.0 Contract Administration and Operation
3.1 Records Under A.R.S. § 35-214 and § 35-215, the Contractor shall retain and shall contractually require
each subcontractor to retain all data and other “records” relating to the acquisition and
performance of the Contract for a period of five years after the completion of the Contract. All
records shall be subject to inspection and audit by the State at reasonable times. Upon request,
the Contractor shall produce a legible copy of any or all such records.
3.2 Non-Discrimination The Contractor shall comply with State Executive Order No. 2009-09 and all other applicable
Federal and State laws, rules and regulations, including the Americans with Disabilities Act.
3.3 Audit Pursuant to ARS § 35-214, at any time during the term of this Contract and five (5) years
thereafter, the Contractor’s or any subcontractor’s books and records shall be subject to audit
by the State and, where applicable, the Federal Government, to the extent that the books and
records relate to the performance of the Contract or Subcontract.
3.4 Facilities Inspection
and Materials Testing
The Contractor agrees to permit access to its facilities, subcontractor facilities and the
Contractor’s processes or services, at reasonable times for inspection of the facilities or
materials covered under this Contract. The State shall also have the right to test, at its own cost,
the materials to be supplied under this Contract. Neither inspection of the Contractor’s facilities
nor materials testing shall constitute final acceptance of the materials or services. If the State
determines noncompliance of the materials, the Contractor shall be responsible for the payment
of all costs incurred by the State for testing and inspection.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 41 of 46 2
Available online at: Procure.AZ.gov
3.5 Notices Notices to the Contractor required by this Contract shall be made by the State to the person
indicated on the Offer and Acceptance form submitted by the Contractor unless otherwise
stated in the Contract. Notices to the State required by the Contract shall be made by the
Contractor to the Solicitation Contact Person indicated on the Solicitation cover sheet, unless
otherwise stated in the Contract. An authorized Procurement Officer and an authorized
Contractor representative may change their respective person to whom notice shall be given by
written notice to the other and an amendment to the Contract shall not be necessary.
3.6 Advertising,
Publishing and
Promotion of Contract
The Contractor shall not use, advertise or promote information for commercial benefit
concerning this Contract without the prior written approval of the Procurement Officer.
3.7 Property of the State Any materials, including reports, computer programs and other deliverables, created under this
Contract are the sole property of the State. The Contractor is not entitled to a patent or
copyright on those materials and may not transfer the patent or copyright to anyone else. The
Contractor shall not use or release these materials without the prior written consent of the
State.
3.8 Ownership of
Intellectual Property
Any and all intellectual property, including but not limited to copyright, invention, trademark,
trade name, service mark, and/or trade secrets created or conceived pursuant to or as a result
of this contract and any related subcontract (“Intellectual Property”), shall be work made for
hire and the State shall be considered the creator of such Intellectual Property. The agency,
department, division, board or commission of the State of Arizona requesting the issuance of
this contract shall own (for and on behalf of the State) the entire right, title and interest to the
Intellectual Property throughout the world. Contractor shall notify the State, within thirty (30)
days, of the creation of any Intellectual Property by it or its subcontractor(s). Contractor, on
behalf of itself and any subcontractor(s), agrees to execute any and all document(s) necessary to
assure ownership of the Intellectual Property vests in the State and shall take no affirmative
actions that might have the effect of vesting all or part of the Intellectual Property in any entity
other than the State. The Intellectual Property shall not be disclosed by contractor or its
subcontractor(s) to any entity not the State without the express written authorization of the
agency, department, division, board or commission of the State of Arizona requesting the
issuance of this contract.
3.9 Federal Immigration
and Nationality Act
The contractor shall comply with all federal, state and local immigration laws and regulations
relating to the immigration status of their employees during the term of the contract. Further,
the contractor shall flow down this requirement to all subcontractors utilized during the term of
the contract. The State shall retain the right to perform random audits of contractor and
subcontractor records or to inspect papers of any employee thereof to ensure compliance.
Should the State determine that the contractor and/or any subcontractors be found
noncompliant, the State may pursue all remedies allowed by law, including, but not limited to;
suspension of work, termination of the contract for default and suspension and/or debarment
of the contractor.
3.10 E-Verify Requirements In accordance with A.R.S. § 41-4401, Contractor warrants compliance with all Federal
immigration laws and regulations relating to employees and warrants its compliance with
Section A.R.S. § 23-214, Subsection A.
3.11 Offshore Performance
of Work Prohibited.
Any services that are described in the specifications or scope of work that directly serve the
State of Arizona or its clients and involve access to secure or sensitive data or personal client
data shall be performed within the defined territories of the United States. Unless specifically
stated otherwise in the specifications, this paragraph does not apply to indirect or 'overhead'
services, redundant back-up services or services that are incidental to the performance of the
contract. This provision applies to work performed by subcontractors at all tiers.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 42 of 46 2
Available online at: Procure.AZ.gov
4.0 Costs and Payments
4.1 Payments Payments shall comply with the requirements of A.R.S. Titles 35 and 41, Net 30 days. Upon
receipt and acceptance of goods or services, the Contractor shall submit a complete and
accurate invoice for payment from the State within thirty (30) days.
4.2 Delivery
4.3 Applicable Taxes
Unless stated otherwise in the Contract, all prices shall be F.O.B. Destination and shall include all
freight delivery and unloading at the destination.
4.3.1. Payment of Taxes. The Contractor shall be responsible for paying all applicable taxes.
4.3.2. State and Local Transaction Privilege Taxes. The State of Arizona is subject to all applicable
state and local transaction privilege taxes. Transaction privilege taxes apply to the sale and
are the responsibility of the seller to remit. Failure to collect such taxes from the buyer
does not relieve the seller from its obligation to remit taxes.
4.3.3. Tax Indemnification. Contractor and all subcontractors shall pay all Federal, state and local
taxes applicable to its operation and any persons employed by the Contractor. Contractor
shall, and require all subcontractors to hold the State harmless from any responsibility for
taxes, damages and interest, if applicable, contributions required under Federal, and/or
state and local laws and regulations and any other costs including transaction privilege
taxes, unemployment compensation insurance, Social Security and Worker’s
Compensation.
4.3.4. IRS W9 Form. In order to receive payment the Contractor shall have a current I.R.S. W9
Form on file with the State of Arizona, unless not required by law
4.4 Availability of Funds
for the Next State
fiscal year
4.5 Availability of Funds
for the current State
fiscal year
Funds may not presently be available for performance under this Contract beyond the current
state fiscal year. No legal liability on the part of the State for any payment may arise under this
Contract beyond the current state fiscal year until funds are made available for performance of
this Contract.
Should the State Legislature enter back into session and reduce the appropriations or for any
reason and these goods or services are not funded, the State may take any of the following
actions:
4.5.1. Accept a decrease in price offered by the contractor;
4.5.2. Cancel the Contract; or
4.5.3. Cancel the contract and re-solicit the requirements
5.0 Contract Changes
5.1 Amendments This Contract is issued under the authority of the Procurement Officer who signed this Contract.
The Contract may be modified only through a Contract Amendment within the scope of the
Contract. Changes to the Contract, including the addition of work or materials, the revision of
payment terms, or the substitution of work or materials, directed by a person who is not
specifically authorized by the procurement officer in writing or made unilaterally by the
Contractor are violations of the Contract and of applicable law. Such changes, including
unauthorized written Contract Amendments shall be void and without effect, and the
Contractor shall not be entitled to any claim under this Contract based on those changes.
5.2 Subcontracts The Contractor shall not enter into any Subcontract under this Contract for the performance of
this contract without the advance written approval of the Procurement Officer. The Contractor
shall clearly list any proposed subcontractors and the subcontractor’s proposed responsibilities.
The Subcontract shall incorporate by reference the terms and conditions of this Contract.
5.3 Assignment and
Delegation
The Contractor shall not assign any right nor delegate any duty under this Contract without the
prior written approval of the Procurement Officer. The State shall not unreasonably withhold
approval.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 43 of 46 2
Available online at: Procure.AZ.gov
6.0 Risk and Liability
6.1 Risk of Loss The Contractor shall bear all loss of conforming material covered under this Contract until
received by authorized personnel at the location designated in the purchase order or Contract.
Mere receipt does not constitute final acceptance. The risk of loss for nonconforming materials
shall remain with the Contractor regardless of receipt.
6.2 Indemnification 6.2.1. Contractor/Vendor Indemnification (Not Public Agency) The parties to this contract agree
that the State of Arizona, its departments, agencies, boards and commissions shall be
indemnified and held harmless by the contractor for the vicarious liability of the State as a
result of entering into this contract. However, the parties further agree that the State of
Arizona, its departments, agencies, boards and commissions shall be responsible for its
own negligence. Each party to this contract is responsible for its own negligence.
6.2.2. Public Agency Language Only Each party (as 'indemnitor') agrees to indemnify, defend,
and hold harmless the other party (as 'indemnitee') from and against any and all claims,
losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter
collectively referred to as 'claims') arising out of bodily injury of any person (including
death) or property damage but only to the extent that such claims which result in
vicarious/derivative liability to the indemnitee, are caused by the act, omission,
negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents,
employees, or volunteers."
6.3 Indemnification –
Patent and Copyright
The Contractor shall indemnify and hold harmless the State against any liability, including costs
and expenses, for infringement of any patent, trademark or copyright arising out of Contract
performance or use by the State of materials furnished or work performed under this Contract.
The State shall reasonably notify the Contractor of any claim for which it may be liable under
this paragraph. If the contractor is insured pursuant to A.R.S. § 41-621 and § 35-154, this section
shall not apply.
6.4 Force Majeure 6.4.1 Except for payment of sums due, neither party shall be liable to the other nor deemed
in default under this Contract if and to the extent that such party’s performance of this
Contract is prevented by reason of force majeure. The term “force majeure” means an
occurrence that is beyond the control of the party affected and occurs without its fault
or negligence. Without limiting the foregoing, force majeure includes acts of God; acts
of the public enemy; war; riots; strikes; mobilization; labor disputes; civil disorders; fire;
flood; lockouts; injunctions-intervention-acts; or failures or refusals to act by
government authority; and other similar occurrences beyond the control of the party
declaring force majeure which such party is unable to prevent by exercising reasonable
diligence.
6.4.2. Force Majeure shall not include the following occurrences:
6.4.2.1. Late delivery of equipment or materials caused by congestion at a
manufacturer’s plant or elsewhere, or an oversold condition of the market;
6.4.2.2. Late performance by a subcontractor unless the delay arises out of a force
majeure occurrence in accordance with this force majeure term and condition;
or 6.4.2.3. Inability of either the Contractor or any subcontractor to acquire or
maintain any required insurance, bonds, licenses or permits.
6.4.3. If either party is delayed at any time in the progress of the work by force majeure, the
delayed party shall notify the other party in writing of such delay, as soon as is
practicable and no later than the following working day, of the commencement thereof
and shall specify the causes of such delay in such notice. Such notice shall be delivered
or mailed certified-return receipt and shall make a specific reference to this article,
thereby invoking its provisions. The delayed party shall cause such delay to cease as
soon as practicable and shall notify the other party in writing when it has done so. The
time of completion shall be extended by Contract Amendment for a period of time
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 44 of 46 2
Available online at: Procure.AZ.gov
equal to the time that results or effects of such delay prevent the delayed party from
performing in accordance with this Contract.
6.4.4. Any delay or failure in performance by either party hereto shall not constitute default
hereunder or give rise to any claim for damages or loss of anticipated profits if, and to
the extent that such delay or failure is caused by force majeure.
6.5 Third Party Antitrust
Violations
The Contractor assigns to the State any claim for overcharges resulting from antitrust
violations to the extent that those violations concern materials or services supplied by third
parties to the Contractor, toward fulfillment of this Contract.
7.0 Warranties
7.1 Liens The Contractor warrants that the materials supplied under this Contract are free of liens and
shall remain free of liens.
7.2 Quality Unless otherwise modified elsewhere in these terms and conditions, the Contractor warrants
that, for one year after acceptance by the State of the materials, they shall be:
7.2.1. Of a quality to pass without objection in the trade under the Contract description;
7.2.2. Fit for the intended purposes for which the materials are used;
7.2.3. Within the variations permitted by the Contract and are of even kind, quantity, and quality
within each unit and among all units;
7.2.4. Adequately contained, packaged and marked as the Contract may require; and
7.2.5. Conform to the written promises or affirmations of fact made by the Contractor.
7.3 Fitness The Contractor warrants that any material supplied to the State shall fully conform to all
requirements of the Contract and all representations of the Contractor, and shall be fit for all
purposes and uses required by the Contract.
7.4 Inspection/Testing The warranties set forth in subparagraphs 7.1 through 7.3 of this paragraph are not affected by
inspection or testing of or payment for the materials by the State.
7.5 Compliance
with Laws
The materials and services supplied under this Contract shall comply with all applicable Federal,
state and local laws, and the Contractor shall maintain all applicable license and permit
requirements.
7.6 Survival of Rights and
Obligations after
Contract Expiration or
Termination
7.6.1. Contractor's Representations and Warranties. All representations and warranties made by
the Contractor under this Contract shall survive the expiration or termination hereof. In
addition, the parties hereto acknowledge that pursuant to A.R.S. § 12-510, except as
provided in A.R.S. § 12-529, the State is not subject to or barred by any limitations of
actions prescribed in A.R.S., Title 12, Chapter 5.
7.6.2. Purchase Orders. The Contractor shall, in accordance with all terms and conditions of the
Contract, fully perform and shall be obligated to comply with all purchase orders received
by the Contractor prior to the expiration or termination hereof, unless otherwise directed
in writing by the Procurement Officer, including, without limitation, all purchase orders
received prior to but not fully performed and satisfied at the expiration or termination of
this Contract.
8.0 State's Contractual Remedies
8.1 Right to
Assurance
If the State in good faith has reason to believe that the Contractor does not intend to, or is
unable to perform or continue performing under this Contract, the Procurement Officer may
demand in writing that the Contractor give a written assurance of intent to perform. Failure by
the Contractor to provide written assurance within the number of Days specified in the demand
may, at the State’s option, be the basis for terminating the Contract under the Uniform Terms
and Conditions or other rights and remedies available by law or provided by the contract.
8.2 Stop Work Order 8.2.1. The State may, at any time, by written order to the Contractor, require the Contractor to
stop all or any part, of the work called for by this Contract for period(s) of days indicated
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 45 of 46 2
Available online at: Procure.AZ.gov
by the State after the order is delivered to the Contractor. The order shall be specifically
identified as a stop work order issued under this clause. Upon receipt of the order, the
Contractor shall immediately comply with its terms and take all reasonable steps to
minimize the incurrence of costs allocable to the work covered by the order during the
period of work stoppage.
8.2.2. If a stop work order issued under this clause is canceled or the period of the order or any
extension expires, the Contractor shall resume work. The Procurement Officer shall make
an equitable adjustment in the delivery schedule or Contract price, or both, and the
Contract shall be amended in writing accordingly.
8.3 Non-exclusive
Remedies
The rights and the remedies of the State under this Contract are not exclusive.
8.4 Nonconforming
Tender
Materials or services supplied under this Contract shall fully comply with the Contract. The
delivery of materials or services or a portion of the materials or services that do not fully comply
constitutes a breach of contract. On delivery of nonconforming materials or services, the State
may terminate the Contract for default under applicable termination clauses in the Contract,
exercise any of its rights and remedies under the Uniform Commercial Code, or pursue any
other right or remedy available to it.
8.5 Right of Offset The State shall be entitled to offset against any sums due the Contractor, any expenses or costs
incurred by the State, or damages assessed by the State concerning the Contractor’s non-
conforming performance or failure to perform the Contract, including expenses, costs and
damages described in the Uniform Terms and Conditions.
9.0 Contract Termination
9.1 Cancellation for
Conflict of Interests
Pursuant to A.R.S. § 38-511, the State may cancel this Contract within three (3) years after
Contract execution without penalty or further obligation if any person significantly involved in
initiating, negotiating, securing, drafting or creating the Contract on behalf of the State is or
becomes at any time while the Contract or an extension of the Contract is in effect an employee
of or a consultant to any other party to this Contract with respect to the subject matter of the
Contract. The cancellation shall be effective when the Contractor receives written notice of the
cancellation unless the notice specifies a later time. If the Contractor is a political subdivision of
the State, it may also cancel this Contract as provided in A.R.S. § 38-511.
9.2 Gratuities The State may, by written notice, terminate this Contract, in whole or in part, if the State
determines that employment or a Gratuity was offered or made by the Contractor or a
representative of the Contractor to any officer or employee of the State for the purpose of
influencing the outcome of the procurement or securing the Contract, an amendment to the
Contract, or favorable treatment concerning the Contract, including the making of any
determination or decision about contract performance. The State, in addition to any other rights
or remedies, shall be entitled to recover exemplary damages in the amount of three times the
value of the Gratuity offered by the Contractor.
9.3 Suspension or
Debarment
The State may, by written notice to the Contractor, immediately terminate this Contract if the
State determines that the Contractor has been debarred, suspended or otherwise lawfully
prohibited from participating in any public procurement activity, including but not limited to,
being disapproved as a subcontractor of any public procurement unit or other governmental
body. Submittal of an offer or execution of a contract shall attest that the contractor is not
currently suspended or debarred. If the contractor becomes suspended or debarred, the
contractor shall immediately notify the State.
9.4 Termination for
Convenience
The State reserves the right to terminate the Contract, in whole or in part at any time when in
the best interest of the State, without penalty or recourse. Upon receipt of the written notice,
the Contractor shall stop all work, as directed in the notice, notify all subcontractors of the
effective date of the termination and minimize all further costs to the State. In the event of
termination under this paragraph, all documents, data and reports prepared by the Contractor
under the Contract shall become the property of and be delivered to the State upon demand.
Request for Proposal
Solicitation No.
ADSPO17-00007302
Description:
AV Equipment and Services
Arizona Department of Administration
State Procurement Office
100 N 15th Ave., Suite 402
Phoenix, AZ 85007
PART 2 of the Solicitation Documents:
Version 9 (01-JUL-2013)
SECTION 2-D: Uniform Terms and Conditions
Page 46 of 46 2
Available online at: Procure.AZ.gov
The Contractor shall be entitled to receive just and equitable compensation for work in progress,
work completed and materials accepted before the effective date of the termination. The cost
principles and procedures provided in A.A.C. R2-7-701 shall apply.
9.5 Termination for
Default
9.5.1. In addition to the rights reserved in the contract, the State may terminate the Contract in
whole or in part due to the failure of the Contractor to comply with any term or condition
of the Contract, to acquire and maintain all required insurance policies, bonds, licenses
and permits, or to make satisfactory progress in performing the Contract. The
Procurement Officer shall provide written notice of the termination and the reasons for it
to the Contractor.
9.5.2. Upon termination under this paragraph, all goods, materials, documents, data and reports
prepared by the Contractor under the Contract shall become the property of and be
delivered to the State on demand.
9.5.3. The State may, upon termination of this Contract, procure, on terms and in the manner
that it deems appropriate, materials or services to replace those under this Contract. The
Contractor shall be liable to the State for any excess costs incurred by the State in
procuring materials or services in substitution for those due from the Contractor.
9.6 Continuation of
Performance Through
Termination
The Contractor shall continue to perform, in accordance with the requirements of the Contract,
up to the date of termination, as directed in the termination notice.
10.0 Contract Claims
10.1 Contract Claims All contract claims or controversies under this Contract shall be resolved according to A.R.S. Title
41, Chapter 23, Article 9, and rules adopted thereunder.
11.0 Arbitration
11.1 Arbitration The parties to this Contract agree to resolve all disputes arising out of or relating to this contract
through arbitration, after exhausting applicable administrative review, to the extent required by
A.R.S. § 12-1518, except as may be required by other applicable statutes (Title 41).
12.0 Comments Welcome
12.1 Comments Welcome The State Procurement Office periodically reviews the Uniform Terms and Conditions and
welcomes any comments you may have. Please submit your comments to: State Procurement
Administrator, State Procurement Office, 100 North 15th Avenue, Suite 402, Phoenix, Arizona,
85007.
End of Section 2-D
End of Part 2
Solicitation No: ADSPO17-00007302 Available online at
Procure.AZ.gov Solicitation Amendment 1, page 1 of 1
Solicitation Amendment
Solicitation No.: ADSPO17-00007302
Description: AV Equipment and Services
Page
1
State of Arizona
State Procurement Office
100 N. 15TH Avenue,
Suite 402
Phoenix, AZ 85007
Amendment No.: One (1)
OF
1
Pursuant to Section 3-A: Instructions to Offerors, Item 4.5 Solicitation Amendments, the above referenced solicitation shall
be amended to make the following revisions:
1. Due date and time of the solicitation has been extended to July 26, 2017 3:00:00pm MST (AZ time).
2. Section 2-A: Scope of Work sub-section 3.2.2 “ITEMS EXCLUDED” third bullet point has been updated to:
o Computer monitors, keyboards, mouse, and/or related accessories – unless any of these are necessary to be
included as part of the AV Solution
3. Section 2-B: Pricing Document, 4.0 Invoicing, sub-section 4.5 Submitting Invoices has been updated to below:
If it is required by the ordering Eligible Agency or Co-Op Buyer, the Contractor shall submit an invoice using the form
provided or required by that ordering Eligible Agency or Co-Op Buyer. Every invoice must be accompanied by all
supporting information and documentation required by the Contract and applicable laws.
4. Section 2-C: Special Terms and Conditions, section 11.0 General Provisions for Products:
o The term “Commercial Document” throughout this section is replaced by “Pricing Document”.
o Subsection 11.4 Indicate Shipping Costs on Order has been updated to below:
o If shipping cost is additional to the contracted price or rate for an item, the Contractor shall identify the
shipping cost it intends to add for shipping, as a separate line item on the price quote provided to the
Eligible Agency or Co-op Buyer. The Contractor shall also provide the required substantiating
documentation for the shipping cost with the price quote. If the ordering Eligible Agency or Co-op
Buyer approves paying a shipping cost, they will list the agreed upon shipping cost as a line item on
their Order, when it is issued. If there is no additional shipping cost, the Contractor shall indicate on
the price quote that shipping is included in the Order price.
o Subsection 11.12 Delivery Time has been updated to below:
o Unless stated otherwise in the Pricing Document generally or in the applicable Order particularly,
Contractor shall make delivery within 2 (two) business days after receiving each Order. If Contractor is
unable to make delivery within 2 (two) business days after receiving the Order, this needs to be
indicated on the Contractor’s price quote and communicated to the Eligible Agency or Co-op Buyer.
5. ADSPO 17-00007302_Attachment 4 Pricing Sheet: “AV Sample Items List” tab MFR part number correction
Line Item # 31 – Extron HDMI to Eight Output DTP Distribution Amplifier. Delete MFR Part # “DTP HD DA4 4K 230” and
replace with “DTP HD DA8 4K 230” in the MFR Part # column for this line item.
ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED.
ACKNOWLEDGEMENT
ACKNOWLEDGEMENT OF SOLICITATION AMENDMENT SHALL BE DONE ELECTRONICALLY PRIOR TO OFFER DUE
DATE AND TIME. All other terms, conditions, specifications and amendments to the Solicitation remain unchanged.
EXHIBIT B
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
LHM CORP MFD
D/B/A
LEVEL 3 AUDIO VISUAL, LLC
[Contractor’s Proposal]
See following pages.
Professional Systems Integration Proposal
Council Chambers AV Upgrade
Fountain Hills, AZ
Submitted To
Mike Ciccarone
Information Technology Administrator
Submitted By
Derek Wilson
Level 3 Audio Visual
955 East Javelina Ave. Ste. B-106
Mesa, Arizona 85204
480-892-1071
www.L3AV.com
ROC AZ 189013
AZ State Contract #ADSP017-184597
VERSION: 3.0
March 5, 2020
Initial ____________
Page | 2
Table of Contents Page
1.0 Executive Summary ........................................................................................... 3
2.0 Description of System – City Council Chambers ............................................ 3
3.0 Performance Specifications ............................................................................ 10
4.0 Schedule for Delivery ....................................................................................... 10
5.0 Scope of Work - General .................................................................................. 11
6.0 Assumptions ..................................................................................................... 11
7.0 Exclusions......................................................................................................... 12
8.0 System Warranty .............................................................................................. 13
9.0 Maintenance and Support ................................................................................ 13
10.0 Parts & Equipment ........................................................................................... 15
11.0 AV System Project Cost ................................................................................... 16
12.0 Additional Services (if required) ..................................................................... 17
13.0 Standard Rate Schedule .................................................................................. 17
14.0 Job Quality ........................................................................................................ 17
15.0 Project Management ........................................................................................ 18
16.0 Standards & Compliance ................................................................................. 18
17.0 Work Schedule .................................................................................................. 18
18.0 System Testing & Evaluation .......................................................................... 18
19.0 Availability of Information................................................................................ 19
20.0 Site Access ....................................................................................................... 19
21.0 Coordination with other trades ....................................................................... 19
22.0 Unforeseen hazards ......................................................................................... 19
23.0 Use of this document ....................................................................................... 19
24.0 Payment schedule ............................................................................................ 19
25.0 Design Approval / Proposal Acceptance ........................................................ 20
Initial ____________
Page | 3
REVISION HISTORY
Version Date Notes
1.0 <1-10-20> First Submittal
2.0 1-17-2020 Scope Error Correction (Camera Count)
3.0 3-5-20 Pricing Updates
1.0 EXECUTIVE SUMMARY
1.1. Level 3 Audio Visual is pleased to present the following proposal for your review.
The design intent of this proposal is to provide an Audio, Video and Control
system upgrade for the Town of Fountain Hills City Council Chambers. A site
survey was conducted with Mike Ciccarone to discuss the desired upgrades and to
gather photos and measurements of the council chambers. This proposal will
address all systems and will be a complete system refresh. Our goal is to provide
you with an easy to use, reliable and high-quality system that will bring many years
of trouble-free operation. Please see the Description of System below for more
information on the system design.
2.0 DESCRIPTION OF SYSTEM – CITY COUNCIL CHAMBERS
2.1. Functional Description and Narrative:
2.1.1. An existing AV system for the Fountain Hills city council chambers
requires a technology refresh. The bulk of the system will be replaced with
updated systems, except for some existing cabling. Ceiling speakers w ill
also be retained as they are in good condition and have a longer service
life than the rest of the equipment.
2.1.2. The main display system consists of a ceiling mounted projector and a
wall mounted fixed projection screen.
2.1.3. Two 65” flat panel monitors will be wall mounted on either side of the dais
behind the council members.
2.1.4. Ten 11.6” desktop monitors will be installed at the dais council member
positions. Each display will receive an HDMI feed identical to the projector
image video output.
2.1.4.1. Two 1:8 HDMI distribution amplifiers will be mounted beneath
the dais to distribute video to each dais display.
2.1.4.2. Dais displays feature a local VGA input for connection to a
client furnished PC.
2.1.4.2.1. This PC must be provided with a VGA output for the
system to function.
2.1.4.3. Council members will manually switch between local video input
and HDMI input from the AV system using front panel controls
on the dais display.
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Shure MXC640 Council Member Desktop Conference Station
Control Touch Screen with L3AV standard graphics – For reference only, actual
graphics may vary. Shown in black, also available in white.
2.1.5. The video system consists of a matrix router, capable of delivering any
source to any display.
2.1.6. The matrix switch features four outputs which will be distrib uted to the
projector, two displays, and Tricaster.
2.1.6.1. The 10 dais displays will all receive the same video output as
the projector image content.
2.1.7. Users will have access to several presentation devices including one set
of HDMI and VGA cables at the guest podium and a wireless sharing
appliance.
2.1.7.1. The Tricaster can be included as a source, however it should be
noted that the device has a significant amount of latency.
2.1.8. The system includes a Tricaster which will be in the control room. The
Tricaster provides a platform for real-time social media publishing to
Facebook, Twitch and additional compatible formats.
2.1.8.1. Two PTZ cameras and one fixed camera will be installed along
the rear room wall locations to support the Tricaster. An
Initial ____________
Page | 5
additional fixed camera will be located in a current camera
position behind the dais to focus on the guest podium.
2.1.9. The audio system consists of a digital signal processor (DSP) to handle all
audio routing, mixing and control.
2.1.10. 10 desktop style gooseneck microphones will be provided for council
member locations at the dais.
2.1.10.1. Each gooseneck base features voting functionality, and a 4.3”
display capable of displaying voting results.
2.1.10.2. Programmable ID participant cards which interface with the dais
microphones have been provided for each user.
2.1.11. Two handheld microphone systems will support local speech
reinforcement and provide audio capture for the Tricaster.
2.1.12. The existing gooseneck microphone at the guest podium will be replaced
with a shotgun style microphone which will address existing challenges
experienced in voice capture.
2.1.13. (Provided as an option) In-ceiling microphone systems will support local
speech capture for audio only room meetings. This audio content will be
captured on the SD card recorder in the booth. Note the Ceiling
microphone is provided as an Option and is not included in the main
system proposal or pricing total.
2.1.14. Existing in-ceiling speakers will reproduce local program and far-end
audio during conference applications.
2.1.14.1. A new two channel amplifier has been provided in this design to
power the existing ceiling speakers.
2.1.15. The owner provided VoIP/PSTN infrastructure will tie into the DSP so the
installed room audio devices (microphones, speakers, etc.) may be used
for audio calls.
2.1.16. Two 10” touch screens will be desktop versions for control over the
systems. One will reside in the booth and one will reside at the clerk’s
position on the dais.
Detailed Subsystem Information
2.2. Display System:
2.2.1. This system features multiple display devices which provide users with the
ability to view content from the various seating positions in the room.
2.2.2. For the purposes of this exercise, the primary projection surface will be
evaluated.
2.2.3. Properly sizing a display relies on several variables.
2.2.4. The specified display size is based on the requirement of viewing content
for BASIC DECISION MAKING. This includes PowerPoint presentations,
videos or any content that does not require fine detail to be examined. In
other words, visual elements whose measured height is 3-4% of the
display screen height.
Initial ____________
Page | 6
2.2.5. As an example of % element height, Calibri 11 pt. font within a program at
100% zoom levels is roughly 1% element height as compared to the
measured screen height.
2.2.6. Based on the overall room dimensions and ceiling height, not all viewing
positions fall within this range, which is 28’ at maximum. Viewers beyond
this range may struggle with clearly seeing information.
2.2.7. The physical constraints of the room prohibit sizing the display
appropriately for all viewers.
2.2.8. Please keep in mind, some programs (Word, Excel) can typically zoom in
and out, making visual elements larger or smaller, which will affect the %
element height and therefore, the recommended viewing ranges.
<Viewing Distance Calcs> Viewing Range Summary
2.3. Video System:
This system utilizes a DMPS class integrated matrix switcher to manage video for the
system.
Video Switcher: DMPS3-4K-350-C-AIRMEDIA
Video Inputs / Devices Video Outputs / Destinations
OFE PC – in Booth Projector – Dais Monitors
Airmedia (Internal to DMPS) Dais Display 1
Blue-Ray Player Dais Display 2
Guest Podium PC Tricaster
Cable Box
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2.4. Audio System:
2.4.1. The system utilizes a Biamp TesiraFORTE DAN VT4 to provide DSP
functionality to the AV system.
2.4.1.1. This is supported by a GS728TPP managed switch to provide
DANTE connectivity to the Shure microphones in the system.
[AUDIO SWITCHING DEVICE DESCRIPTION HERE, i.e. Biamp DSP} – Matrix Table
Audio Inputs / Devices Audio Outputs / Destinations
DMPS output Zone 1
WL Mic 1 Zone 2
WL Mic 2 Tricaster
Tricaster Denon recording device
VoIP connectivity VoIP connectivity
2.5. Video/Audio Conferencing:
2.5.1. This system is designed for interfacing with a client furnished VoIP system
for audio conferencing.
2.6. Camera System:
2.6.1. Two PTZ and two fixed cameras have been included in the system and
are to be directly connected to the Tricaster. All camera controls will be
managed from the Tricaster device.
2.7. Control System:
2.7.1. One 10” tabletop touch panel will be installed at the dais and one 10”
tabletop touch panel will be in the booth for control of the AV system.
2.8. Programming Functional Scope
2.8.1. User Interface
2.8.1.1. Level 3 AV standard graphics template – User experience (UX)
focused
2.8.1.2. Annotations over live video sources
2.8.2. General functions and modes
2.8.2.1. Startup screen/customer logo
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Page | 8
2.8.2.2. Date and time on screen
2.8.2.3. System On/Off
2.8.2.4. Presentation mode
2.8.2.5. Audio Conferencing mode
2.8.2.6. Audio only mode
2.8.2.7. Calendar integration on Displays or signage panel (O365,
Exchange)
2.8.3. Startup operation
2.8.3.1. Auto-startup based on connecting a laptop to video cables
2.8.3.2. Manual startup from a button press on user interface
2.8.4. Shutdown operation
2.8.4.1. Manual shutdown with confirmation
2.8.4.2. Scheduled shutdown (admin function)
2.8.5. Video Routing
2.8.5.1. Automated routing based on source selection/preset
2.8.5.2. Admin user custom routing (any source to any display)
2.8.6. Audio Conferencing
2.8.6.1. Phone dialing
2.8.6.2. Incoming/Outgoing volume control
2.8.6.3. Redial
2.8.6.4. Flash (if applicable)
2.8.7. Audio
2.8.7.1. Basic program volume control
2.8.7.2. In room speech volume control
2.8.7.3. Gain adjustment for all mic channels (admin function)
2.8.7.4. Zone volume control and muting (admin function)
2.8.8. Device level controls – functions typically triggered by presets
2.8.8.1. Display/Projector on/off
2.8.8.2. Default source routing
2.8.8.3. Default audio levels
2.8.8.4. Blu-ray/DVD controls
2.8.8.5. Cable TV
2.8.8.6. Audio recording
2.8.9. Admin level monitoring
2.8.9.1. Status list for devices (online/offline page)
2.8.9.2. Usage tracking
2.9. Furniture / Equipment Rack:
2.9.1. A floor standing equipment rack will be staged and tested in Level 3’s
facility, and delivered to the jobsite as a complete unit. The equipment
rack will replace the existing rack in the same location using the same
power receptacles currently in place.
Initial ____________
Page | 9
2.10. Network Coordination
2.10.1. All reasonable efforts to coordinate testing during installation of equipment
will be made by owner.
2.10.2. VoIP integration will require owner to configure voice network to register
L3AV provided endpoint (DSP, IP Phone). This coordination should
happen during planning phase of project. Hardware may be available for
testing prior to final deployment.
2.10.3. Wireless sharing appliance will require further coordination with Owner IT
to allow users on corporate network to access the device for sharing
content. Hardware may be available for testing prior to final deployment.
2.10.4. IP video streaming appliances will be connecting to owner network.
Owner IT to coordinate with L3AV on required network configuration
(VLAN, QoS, IGMP, Multicast, etc.)
2.10.5. Audio over IP (AoIP) devices will be connecting to owner network. Owner
IT to coordinate with L3AV on required network configuration (VLAN,
QoS, IGMP, Multicast, etc.)
2.10.6. A connection to the owner Microsoft Exchange room calendar is required
for on screen display of calendar ev ents. Owner to provide network
connection, exchange resource mailbox, credentials and configure
permissions to allow for this capability.
2.11. System/Site Specific Assumptions/Exclusions (Standard
assumptions/exclusions in later sections):
*Items listed here supersede standard assumptions & exclusions in following
sections.
2.11.1. Any existing cabling occupying the same pathway as new cabling per this
scope of work may be removed, if requested by the customer. This
proposal does not include removal of any other equipment or cabling
unless explicitly stated within this scope of work.
2.11.2. The use of control system code provided by others necessitates that all
devices in the proposed system are the same make and model as those
in the code. Also, signal flow drawings representing the interconnection of
equipment that matches the provided code and proposed system
functionality must be provided. In the absence of these requirements,
additional cost for programming and engineering hours should be
anticipated. The developer of the supplied code shall be available
remotely to assist with any needed debugging during the staging and
onsite installation processes.
Initial ____________
Page | 10
3.0 PERFORMANCE SPECIFICATIONS
Description Specification
Audio
Anticipated ambient noise (dB-SPL, A wtd) 42 dB SPL
Target speech level 65 dB SPL
Target Program level 68 dB SPL
Head room level, speech 15 dB
Head room level, program 10 dB
Electrical signal to noise, all audio systems 55 dB
Approximate variance between program source audio levels +/- 1 dB
Speech Transmission Index for Public Address (STI-PA) > 0.62
Display
Display size (relative distance to furthest viewer) FV / 6
Video level tolerance +/- 1 dB
Targeted computer resolution(s) 1280 x 720
Luminance 65 fc
4.0 SCHEDULE FOR DELIVERY
4.1. L3AV follows best practices included in the AV9000 Quality Management System.
Adherence to this process reduces design, installation and commissioning errors,
which leads to reduced/eliminated punch lists and faster onsite deployments. For
this reason, an average delivery timeframe from the moment we receive a
purchase order, to final delivery typically varies from 8-12 weeks, but can be
longer in some cases. Every project schedule is different, especially when
coordinating with construction schedules.
4.2. A detailed project schedule estimate for this proposal is available upon request.
4.3. Availability of resources at the time of engagement may affect project delivery
dates.
*** Estimated Delivery Project Dates
Milestone Specification
Need to receive PO Minimum 8 weeks
prior/Minimum 12 weeks prior
(w/ programming) to desired
delivery date OR {enter date}
Desired Completion Date Either enter a date 1/1/17 OR
No set delivery date, PM will
provide schedule after received
PO
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Page | 11
5.0 SCOPE OF WORK - GENERAL
5.1. Assign a Project Manager to administer the project including equipment and labor
control, scheduling and all coordination with client, architect and consultants.
Provide a single point of contact throughout all phases of the project. Develop
installation documentation for the assembly and wiring of the au diovisual
systems. Document package to include shop drawings that depict signal flow, AV
fixture locations and construction detail to convey methods of installation.
5.2. Timely purchasing of all audiovisual equipment, software, and materials.
Coordination with the various vendors and suppliers.
5.3. Acquire and inspect owner furnished equipment specified in this scope of work
and equipment list.
5.4. Assembly and wiring at L3AV facility of all consoles, control panels, audiovisual
equipment cabinets, electronic components, etc.
5.5. Custom programming of all control systems, DSP devices, and other electronic
components specified in this scope of work and equipment list.
5.6. Testing and staging of audiovisual systems at L3AV facility. Review of all system
functions and operation.
5.7. Regular job site visits to verify dimensions and to coordinate with various trades
such as electrical contractors, millwork contractor, general contractor, architect
and interior designers, as required.
5.8. Preparation of cable pull drawings. Early delivery of cable, connectors, and wall
plates if possible.
5.9. Furnish and install all low voltage cable.
5.10. Coordination and delivery of the audiovisual systems to job site.
5.11. Install all audiovisual components listed in the parts and equipment section of this
proposal. Installation techniques and methods used are industry standard best
practices.
5.12. Complete thorough testing of the audiovisual systems. Test, set levels, balance
and equalize the system.
5.13. Certification of the audiovisual systems. Acceptance and checkout wit h the client
representatives.
5.14. Preparation of as built documentation drawings, owner’s manuals, and operator
instructions. Provide a complete Documentation Package of all shop drawings,
owner’s manuals and operator instructions to the client.
5.15. Provide training and demonstration sessions for operators, end-users, interested
executives and others. Provide training and assistance to the client on the proper
use and maintenance of the audiovisual systems.
6.0 ASSUMPTIONS
6.1. Owner is responsible for providing a single point of contact for all project related
coordination and authority for design and change request review and approval.
6.2. Any work supplied by L3AV will be non-union. There are no local labor unions with
jurisdiction over the site.
6.3. Owner is responsible for providing all telecommunications connection information
as required for successful AV system network connectivity. Including but not
Initial ____________
Page | 12
limited to IP Address Information, Phone Numbers, Email Accounts, and network
credentials,
6.4. It is assumed that any existing systems (Lighting, Shade, HVAC, Audiovisual and
Control), that are to be integrated into the proposed system, will have readily
available, the currently implemented version of system source code. If the original
programming source code cannot be provided, any additional work required will
necessitate a signed change order.
6.5. The use of control system code provided by others necessitates that all devices in
the proposed system are the same make and model as those in the code. Also,
signal flow drawings representing the interconnection of equipment that matches
the provided code and proposed system functionality must be provided. In the
absence of these requirements, additional cost for programming and engineering
hours should be anticipated. The developer of the supplied code shall be available
remotely to assist with any needed debugging during the staging and onsite
installation processes.
6.6. Site prep to be verified by L3AV project manager or representative before
scheduling of the installation. All work areas should be clean and dust free prior to
the beginning of onsite integration of electronic equipment.
6.7. In the event of any arrival to site that L3AV is not able to execute work and
definable progress, the client will be charged a $250.00 Mobili zation Fee to offset
the lost time due to the lack of readiness. The Mobilization Fee will be presented
as a Contract Change Order and will halt work until acceptance by the client and
rescheduling of the installation is agreed upon.
6.8. There is onsite secure storage for equipment during a multiple day integration.
6.9. If owner furnished equipment and existing cabling is to be used, L3AV assumes
that these items are in good working condition at this time. Any repair or
replacement of these items that may be necessary will be made at an additional
cost.
6.10. If applicable, Cable or Satellite drops must be in place with converter boxes
operational before the completion of integration. Any delay resulting in extra work
caused by late arrival of these items will result in a change order for time and
materials.
7.0 EXCLUSIONS
7.1. The following items are typical construction activities that are often required for the
successful implementation of audiovisual systems. These activities are not
included in this proposal.
7.2. All conduit and high voltage work required for AV equipment.
7.3. Finish work including drywall, paint and wall/ceiling framing.
7.4. Millwork (moldings, trim, etc)
7.5. All owner network and phone system connections
7.6. Permits (Unless specifically provided for and identified within the contract)
Initial ____________
Page | 13
8.0 SYSTEM WARRANTY
8.1. All work performed by L3AV is guaranteed for one year from the date of project
completion. This warranty includes defects related to workmanship of installed
cables, connectors, installation hardware, system programming and
commissioning. All equipment supplied by L3AV will feature the manufacturer’s
warranty specified for each item.
Manufacturer warranties do not cover the cost of on-site diagnosis, removal,
shipping and re-installation of defective equipment. All equipment warranty repairs
will be billed at standard L3AV labor rates.
If a proactive maintenance agreement has been purchased with this proposal, the
system warranty is extended for the duration of the maintenance agreement as
well as all labor resulting from equipment warranty repairs are covered.
9.0 MAINTENANCE AND SUPPORT
System maintenance and support is an important aspect of ensuring audiovisual
system stability and long-term customer success. Along with quality audiovisual
integration, we are committed to delivering quality ongoing maintenance and
support.
9.1. Proactive Maintenance
1.1.1. Proactive maintenance (well check) is included bi-annually for the first
year. Additional years 2-5 may be purchased as an option. Please refer to
“Acceptance of Proposal” section for detailed pricing schedule. A discount
is applied for 3, 4 and 5-year agreements. The savings shown in the
“Acceptance of Proposal” section reflects savings when purchasing 3, 4
and 5 years up front, as compared to renewing each year.
1.1.2. Well Checks for L3AV systems will be scheduled by our dedicated
coordinators. These maintenance visits will include but are not limited to
the following.
• Thoroughly clean the equipment rack
• Examine and repair cable management, as needed
• Examine and repair cable terminations, as needed
• Testing and document status of video systems
• Testing and document status of audio systems
• Testing and document status of any recording/playback equipment
• Testing and document status of all video conferencing systems
• Clean or change filters on any LCD/DLP projectors as necessary
• Clean lenses on any LCD/DLP projectors
• Record lamp and filter hours on LCD/DLP projectors
• Clean and inspect all monitors and displays in the system
• Test and record status of system software/firmware
• Update software/firmware to system components as needed
• Repair and/or adjust any malfunctioning equipment found during testing if possible
Initial ____________
Page | 14
• Update signal flow diagrams as needed
• Update System Maintenance Log
9.2. On-Call Support
9.2.1. Unlimited technical phone support (Business hours)
• Includes end-user support and system troubleshooting.
9.2.2. Technician dispatch for onsite support as needed
• For potential equipment repairs or replacement as identified during initial
support call
9.2.3. Return merchandise authorization (RMA) processing and care.
9.3. Regional Coverage
In cities that we have dedicated resources our service and support team will be
dispatched out of Level 3 Audiovisual offices to attend to our customers’ needs.
Providing support care, system maintenance “well checks” and any other service
dispatch needs.
Often our customers have locations in several cities throughout the United States
and North America. With a diverse geographic spread, ensuring rooms are
properly supported is always a primary goal. Over the last 20 years, Level 3
Audiovisual has developed a network of qualified and capable audiovisual partners
throughout the United States. This network of AV integrators enables wide and
comprehensive coverage of all major cities and many smaller cities as well.
When Level 3 audiovisual is contracted for a large system integration in one of
these locations, we utilize one of our network partners as local labor support. This
ensures our local partner has intimate knowledge and experience with the site and
can service and support the system quickly, after deployment. It is through this
network that Level 3 audiovisual will support our customer’s sites around the
country.
All contractors utilized will be certified AV professionals providing a consistent
representation of Level 3 Audiovisual standards across all customer locations.
If necessary, we will get on a plane and go anywhere, anytime to create an
amazing customer experience in whatever capacity we are needed.
9.4. Exclusions & Assumptions
9.4.1. All equipment is covered by existing manufacturer warranties. In the case
of equipment failure outside of the manufacturer warranty period, cost for
the replacement or repair of the equipment is not covered in the
maintenance agreement and will be billed per rate schedule.
9.4.2. Any equipment or accessories that suffer destruction or damage outside
of manufacturer defined normal wear and tear; cost for the replacement or
repair of the equipment is not covered in the maintenance agreement and
will be billed per rate scheduled.
9.4.3. L3AV is not responsible for system or equipment failure due to force
majeure.
Initial ____________
Page | 15
10.0 PARTS & EQUIPMENT
AZ State AZ State Ext
Mfr.Description Quantity Price Price
DISPLAY SYSTEM
Crestron 2 1,320.00 2,640.00
NEC 2 1,700.10 3,400.20
CHIEF 2 269.10 538.20
NEC 1 7,889.40 7,889.40
CHIEF 1 169.74 169.74
CHIEF 1 114.54 114.54
DA-LITE 1 1,414.70 1,414.70
Eyoyo 10 96.99 969.90
VIDEO SYSTEM
Crestron 1 6,480.00 6,480.00
Samsung-T 1 88.99 88.99
Owner Furnished 11 0.00 0.00
GYRATION 1 142.49 142.49
Owner Furnished 1 0.00 0.00
Crestron 1 360.00 360.00
Crestron 1 360.00 360.00
Crestron 2 900.00 1,800.00
Crestron 1 180.00 180.00
Crestron 2 600.00 1,200.00
AJA 1 535.50 535.50
Crestron 2 400.00 800.00
Crestron 2 400.00 800.00
Crestron 1 500.00 500.00
AUDIO SYSTEM
Biamp Systems 1 2,998.00 2,998.00
Netgear 1 620.07 620.07
DENON 1 599.00 599.00
QSC Audio
Products Inc.1 865.05 865.05
Shure 10 1,136.00 11,360.00
Sennheiser
Electronics Corp 1 163.18 163.18
Shure 10 205.90 2,059.00
Shure 1 42.60 42.60
Shure 1 149.10 149.10
Shure 1 988.32 988.32
Shure 2 886.79 1,773.58
Shure 2 107.21 214.42
Shure 2 39.76 79.52
Owner Furnished 15 0.00 0.00
Listen Technologies 1 83.20 83.20
Listen Technologies 1 59.20 59.20
Listen Technologies 1 676.80 676.80
Listen Technologies 6 153.60 921.60
Listen Technologies 2 52.00 104.00
Listen Technologies 1 313.60 313.60
Sennheiser
Electronics Corp 1 270.56 270.56
TRICASTER/CAMERA SYSTEM
Newtek 1 16,375.45 16,375.45
NewTek 2 2,547.09 5,094.18
Netgear 1 198.88 198.88
Marshall
Electronics 2 485.19 970.38
CONTROL SYSTEMS/NETWORKING
Crestron 2 1,440.00 2,880.00
Crestron 2 150.00 300.00
Crestron 1 300.00 300.00
FURNITURE/EQUIPMENT RACK
Middle Atlantic
Products 1 2,050.00 2,050.00
Middle Atlantic
Products 1 190.00 190.00
Middle Atlantic
Products 1 167.00 167.00
Middle Atlantic
Products 1 96.00 96.00
LEVEL 3 AUDIO VISUAL 1 2,391.91 2,391.91Installation Materials
11.6" LCD Dias Monitor
3-Series® 4K DigitalMedia™ Presentation System 350 with AirMedia®
Blu-ray Disc Player - 1080p
Owner furnished resident PC
High-Efficiency Power Pack
Universal Rack Mounting Kit (for LT-800)
Stationary RF Transmitter (216 MHz)
8-Port PoE Gigabit Smart Managed Switch - switch - 8 ports - smart
Mini-HD 2.5MP 3G/HD-SDI/CVBS Camera (59.94/29.97 fps)
10.1" Touch Screen, Black Smooth
Tabletop Kit for TSW-1060, Black Smooth
Network SD/USB Audio Recorder
Amplifier 2 Channel, 250 Watts/ch
Desktop Conference Unit with integrated loudspeaker and 4.3 inch color touchscreen
Short Gooseneck Mount for ME36 Microphone Capsules
Cardioid Dual-Flex Gooseneck Mic for MXCW640 Base
Shotgun Microphone Capsule
Streaming Media Switcher Bundle
NDI PTZ Camera
DUAL-CARD FOR MXC/MXCW/DCS, QTY 10
Central Control Unit for use with MXC-, 5900-, or 6000-series conference units (power
supply not included)
SM58 Vocal System
Passive Antenna Splitter/Combiner Kit
25' UHF Remote Antenna Extension Cable, BNC-BNC, RG8X/U Type
EXISTING CEILING SPEAKERS
Universal Antenna Kit (72 and 216 MHz)
1x2 4K HDMI Distribution Amplifier
1:8 HDMI® Distribution Amplifier w/4K60 4:4:4 & HDR Support
4K UHD Display With Integrated ATSC/NTSC Tuner - 65" LCD - 3840 x 2160 - Direct
LED - 350 Nit - 2160p - HDMI - USB - SerialEthernet - Black BUILT-IN ATSC
4K DigitalMedia 8G+ Transmitter202
ProSAFE® 24-port 1000base-T Gigabit PoE Smart Switch
Redundancy Interface Box enables MXC-Series conference units to be connected
X-Large Fusion Micro-Adjustable Tilt Wall Mount
WUXGA Laser Projector
Fixed Audio Digital Signal Processor with 4 Analog Inputs, 4 Analog Outputs and AEC
Technology/USB Audio
USB over Ethernet Extender with Routing, Host Module
Air Mouse and Full Size Keyboard
CATV Tuner
USB over Ethernet Extender with Routing, 4-Port Device Module
HDMI to 3G-SDI with 4:4:4 color processing
DM Lite – HDMI® over CATx Transmitter w/IR & RS-232, Surface Mount
DM Lite – HDMI® over CATx Receiver w/IR & RS-232, Surface Mount
HDMI SCALER
RPA Universal Custom Projector Mounts
Above Tile Suspended Ceiling Kit
DA-SNAP DM 78X139NPA 159DIAG
4K DigitalMedia 8G+ Receiver and Room Controller with Scaler and Downmixing
Town of Fountain Hills - City Council Chambers AV Upgrade
Power Controller
Rear Rack Rail Kit 44 space
WRK-SA Series Stand-Alone Rack Enclosures, 44 rackspaces, 27-5/8" depth
Rack Shelf
Intelligent DSP RF Receiver (216 MHz)
Neck Loop
Intelligent 12-Unit Charging Tray (for LR-4200/5200
Initial ____________
Page | 16
11.0 AV SYSTEM PROJECT COST
Options
Please note that this Option is not included in the Main System AV Upgrade Grand Total.
If the desire is to add this option, a revised proposal will be provided to you.
85,738.26$
Labor 23,176.25$
Travel -$
2,689.24$
Tax 7,339.48$
Grand Total 118,943.23$
Equipment
Shipping
Main System AV Upgrade
AZ State AZ State Ext
Mfr.Description Quantity Price Price
DISPLAY SYSTEM
Shure 1 3,816.65 3,816.65
Ceiling Microphone System - Optional
24" X 24" or 603.8mm x 603.8mm (U.S.) Ceiling Array
Microphone with Shure® IntelliMix® DSP Suite, White
4,051.94$
Labor 771.25$
Travel -$
100.00$
Tax 344.61$
Grand Total 5,267.80$ Ceiling Microphone - Optional
Equipment
Shipping
Initial ____________
Page | 17
12.0 ADDITIONAL SERVICES (IF REQUIRED)
12.1. The work proposed in the document is all inclusive to the scope as it has been
defined in the RFP and this proposal. For changes that occur, L3AV will show line
item deductions including labor and materials related to the equipment line item
and additions will be based on the standard rate schedule below. L3AV will
provide a detailed schedule of values with this line item pricing as a post award
submittal or as an exhibit attachment to a formal contract.
13.0 STANDARD RATE SCHEDULE
Per hour rates – Standard Business Hours
Labor Class Rate
INSTALLATION $75.00
DESIGN $85.00
MAINTENANCE $75.00
INTEGRATION SERVICES $90.00
FORMAL CLASSROOM TRAINING $80.00
Overtime is considered 1.5 times the labor class rate and weekend and holiday rates are
2 times the labor class rate. Time is accounted in ½ hour increments. Travel time is
accounted for job site work in excess of 50 miles from metropolitan area of the Level 3
Audio Visual location supporting the project.
14.0 JOB QUALITY
14.1. All personnel assigned to this project are required to meet strict guidelines for the
purpose of professional conduct and exceptional workmanship. Our staff features
certifications and training issued by recognized industry vendors and associations .
Our engineering practices include the effective application of document control,
shop/lab testing/validation, and exhaustive research conducted on new products,
methodologies and materials. Project management processes feature real-time
reporting of progress, exceptional record keeping and communications. All
primary systems are built and staged in L3AV’s facility prior to site installation.
Within these processes, we conduct a well-documented series of quality control
checks.
Initial ____________
Page | 18
15.0 PROJECT MANAGEMENT
15.1. L3AV follows a formal project management process which may/will include the
following actions / deliverables (based on the size/complexity/duration of the
integration project):
15.2. Project Kick-off meeting with customer representative(s) and L3AV assigned
integration team members. This can be in person or by conference call.
15.3. Submittals and Design Review. Often completed during the Project Kick -off
meeting.
15.4. Site Verification – conducted prior to integration – can be in conjunction with
Project Kick-off meeting.
15.5. Weekly project status review meetings with customer representative(s) and L3AV
integration team members. This can be in person or by conference call.
15.6. Change control management through a documented Change Order Request
(COR) procedure, submittals and owner authorization requirements.
15.7. Project punch list resolution and substantial completion verification during
customer system acceptance walkthrough.
16.0 STANDARDS & COMPLIANCE
16.1. Level 3 Audio Visual is a licensed and bonded contractor with the capacity to carry
project specific performance bonds at a reasonable market rate. All work is
performed in accordance with the latest revisions of applicable codes and
standards including the National Electric Code and local government codes and
regulations for construction/building.
17.0 WORK SCHEDULE
17.1. Unless otherwise noted, all work proposed will be conducted during regular
business hours Monday – Friday, 8 a.m. – 5 p.m. Proposed work is based on a
40-hour work week / 8-hour work day. All work is scheduled at a minimum of one
week in advance. Changes to the work schedule may be made by the customer
with recognition and acceptance of any additional costs required to support
overtime, weekend or holiday pay fees.
18.0 SYSTEM TESTING & EVALUATION
18.1. Completion of shop or field assembly and installation will lead to testing and
evaluation. This will include performance testing of individual components and
testing of the overall system. Testing may include the supporting infrastructure
supplied and installed by others. A client representative may be present during
testing and evaluation. Results of this process are formatted and submitted to the
formal job record. Signature acceptance will be requested from the client for the
project completion milestone.
Initial ____________
Page | 19
19.0 AVAILABILITY OF INFORMATION
19.1. This proposal is based on information presented during the meetings and
conversations between L3AV representatives and the client’s representatives
described in the executive summary. Other information may include the review of
architectural drawings and specifications, shop or site visits as well as surveys and
meetings with job related contractors.
20.0 SITE ACCESS
20.1. Costs proposed consider that jobsite access is unrestricted and can occur during
regular business hours unless otherwise agreed and noted in this proposal.
Unforeseen restrictions may affect the project schedule and proposed costs.
Parking and delivery restrictions should be identified in advance to avoid disruption
of the project schedule.
21.0 COORDINATION WITH OTHER TRADES
21.1. Coordination with other trades and project concerns has been accounted for in
L3AV’s determination of project management and engineering estimates. This
coordination will be provided in the form of meetings, conferences and reference
documentation. Records of this activity will be included in the job report and can
be made available to the client’s representatives upon request.
22.0 UNFORESEEN HAZARDS
22.1. Costs included in the proposal do not account for any unforeseen hazards such as
faulty existing wiring, dangerous structure, hazardous materials or any other
issues that could affect safety and proposed costs. It is L3AV’s practice to avoid
adding contingency costs to our proposed fees by accounting for elements that
affect costs in a fair and equitable manner.
23.0 USE OF THIS DOCUMENT
23.1. Concepts, ideas and details included in this document developed by L3AV
represent intellectual property and in whole or part are considered a product of
limited service engagement between L3AV and our client. Both parties must
provide consent or permission to use the content of this document and attached
data.
24.0 PAYMENT SCHEDULE
24.1. Payment will be per State Contract Special Terms and Conditions.
Initial ____________
Page | 20
25.0 DESIGN APPROVAL / PROPOSAL ACCEPTANCE
An authorized representative of the client and principal representing Level 3 Audio Visual
may indicate acceptance of this proposal in the designated areas below. Unless otherwise
noted, this proposal is valid for no more than 30 days from the date of submission. All signed
proposals older than 30 days will be reviewed for accuracy and amended if needed. This
proposal may serve as an attachment to other binding agreements.
PROJECT NAME: Council Chambers AV Upgrade
AV Equipment, Installation, and Services 123,230.15$
First Year Proactive Maintenance $ Included
Year 2 4,286.91$
Year 3 5,144.30$
Year 4 6,859.06$
Year 5 8,573.83$
Grand Total (Included 1yr maintenance):123,230.15$ Initial _________
Grand Total (2 yrs of maintenance):127,517.06$ Initial _________
Grand Total (3 yrs of maintenance):131,803.97$ Initial _________
Grand Total (4 yrs of maintenance):137,805.65$ Initial _________
Grand Total (5 yrs of maintenance):145,522.09$ Initial _________
3 Year Purchase Discount (857.38)$
4 Year Purchase Discount (1,714.77)$
5 Year Purchase Discount (2,572.15)$
*3, 4 and 5 years of maintenance purchased up front
includes a discount, as compared to renewing each year
Description Price Accept
AV Equipment, Installation, and Services 118,943.23$ Initial _________
Proactive Maintenance Agreement
Not Included
Description Price Accept
Initial ____________
Page | 21
The above prices, specifications and conditions are hereby accepted. Level 3 Audio Visual is authorized to begin
Design Phase of the Project as outlined in this Proposal. I understand that by signing this proposal I agree that
Level 3 Audio Visual will be engaged as my design/build systems integrator.
Agreed to for Town of Fountain Hills
Print Name: Date:
Title:
Signature:
Agreed to for Level 3 Audio Visual, LLC.
Print Name: Date:
Title:
Signature:
ITEM 6. B.
TOWN OF FOUNTAIN HILLS
STAFF REPORT
Meeting Date: 04/07/2020 Meeting Type: Town Council Regular Meeting
Agenda Type: Regular Agenda Submitting Department: Community Services
Prepared by: Jamie Salentine, Executive Assistant
Staff Contact Information: Rachael Goodwin, Community Services Director
Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF Approving
the Professional Service Agreement with Consolidated Electrical Distributors, Inc., Contract No.
2020-072.
Staff Summary (Background)
The fountain is currently lit by three sets of lights: lights located in the base of the fountain structure
that shine upwards, and two sets of lights on the banks of the shore which shine across the lake onto
the fountain. Of the lights within the fountain base, only three of six are currently operational. Of the 12
shoreline lights, only three are currently operational. The current fixtures have been stretched beyond
the life expectancy and are in need of replacement.
Staff has undertaken months of research to evaluate the best product to replace the current fixtures.
Parks Superintendent Kevin Snipes reached out to multiple vendors to evaluate products that would be
suitable for the harsh conditions imposed by the fountain including salinity, corrosion, water
submersion and force of water impact. Several vendors were invited to propose lighting solutions to our
unique fountain needs, including both the environment and substantial height of the water display.
Most declined or were unable or unwilling to test products to ensure they were capable of meeting
these factors.
In August, staff conducted a multi-day test with Consolidated Electrical Distributors, Inc. (CED) and
manufacturer WE-EF Lighting. This test consisted of two lights being temporarily installed at the base of
the fountain for two days and a third mounted at the shoreline allowing staff and the manufactures to
pinpoint optimal operations and determine the amount of lights needed, experiment with angles, test
LED color impacts, evaluate hardwiring and wireless components, etc. It was determined that four base
and six shore lights would provide ample lighting and still meet the Dark Skies regulations. In addition,
the fixtures will also offer LED color-changing options and allow the color temperature to meet the
3000K. By reducing the number of original fixtures, staff has proactively reduced the cost of investment
as well as overall operational costs by moving to LED options.
CED and subcontractor WE-EF Lighting, LLC are the only company employing the 5CE+ Primer corrosion
protection system which is marine grade alloy designed for use in harsh environments. The lighting
components have a 25 years life expectancy, barring unforeseen natural disasters. The lighting
components have a 25 years life expectancy, barring unforeseen natural disasters. The lighting
replacement is expected to improve efficiency by more than 40%-103% as compared to vendors with
similar products. All components are compatible with current power supply. Maintenance of electrical
components are serviceable in the field as WE-EF Lighting, LLC maintains stock of all electrical
components. Additionally, WE-EF engineering staff are available to address installation, maintenance,
or support issues.
Funding for this project will be utilized from the FY2020 CIP fund for the initial $50,000. Additional
funding will be requested in the FY2021 CIP. The project total between both allocations is requested at
$150,000, covering hardware, installation and fountain framework repair. Regular maintenance will be
needed, however, costs are already allocated as part of the operating budget for Fountain Park. The
manufacture requires a 50% upfront payment and the lead time on the lights is estimated at 12 weeks.
Related Ordinance, Policy or Guiding Principle
N/A
Risk Analysis
N/A
Recommendation(s) by Board(s) or Commission(s)
Endorsed by the Dark Skies Committee
Staff Recommendation(s)
Staff recommends approval.
SUGGESTED MOTION
MOVE to Approve the Professional Service Agreement with Consolidated Electrical Distributors, Inc.,
Contract No. 2020-072.
Fiscal Impact
Fiscal Impact:$50,000
Budget Reference:8070 P3042
Funding Source:CIPPR - FY 2020
If Multiple Funds utilized, list here:
Budgeted: if No, attach Budget Adjustment Form:
Fiscal Impact:$150,000
Budget Reference:
Funding Source:CIP FY 2021
If Multiple Funds utilized, list here:
Budgeted: if No, attach Budget Adjustment Form:
Attachments
Dark Skies
CED Lighting PSA Contract
Key Unique Features
Luminaire
Form Review
Inbox Reviewed By Date
Community Services Director Rachael Goodwin 03/25/2020 04:22 PM
Finance Director David Pock 03/25/2020 04:28 PM
Town Attorney Aaron D. Arnson 03/25/2020 05:29 PM
Town Manager Grady E. Miller 03/26/2020 03:34 PM
Form Started By: Jamie Salentine Started On: 03/05/2020 06:29 AM
Final Approval Date: 03/26/2020
1
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.
2
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
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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
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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.
5
(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 (subro gation) 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.
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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.
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10.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ. REV.
STAT § 38-511. The Town may cancel this Agreement without penalty or further obligations by
the Town or any of its departments or agencies if any person significantly involved in initiating,
negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its
departments or agencies is, at any time while this Agreement or any extension of this Agreement
is in effect, an employee of any other party to this Agreement in any capa city 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
8
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 cou nsel 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.
9
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
10
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 s ervices 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
11
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]
12
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
______________________________
Grady E. Miller, Town Manager
ATTEST:
______________________________
Elizabeth E. Burke, Town Clerk
APPROVED AS TO FORM:
______________________________
Aaron D. Arnson, Town Attorney
(ACKNOWLEDGEMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
This instrument was acknowledged before me on __________________, 2020, by Grady E.
Miller, 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
(affix notary seal here)
13
“Contractor”
CONSOLIDATED ELECTRICAL DISTRIBUTORS, INC.,
an Arizona corporation
By: ___________________________
Name: ________________________
Its: ___________________________
(ACKNOWLEDGEMENT)
STATE OF ______________ )
) ss.
COUNTY OF ____________ )
This instrument was acknowledged before me on _____________, 2020, by _________________,
as the ______________ of CONSOLIDATED ELECTRICAL DISTRIBUTORS, INC., an
Arizona corporation, on behalf of the corporation.
___________________________________
Notary Public in and for the State of ______
(affix notary seal here)
EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
CONSOLIDATED ELECTRICAL DISTRIBUTORS, INC.
[Contractor’s Proposal]
Key Unique Features pf the FLC260 Color Changing Flood
Dealing with the Harsh Environment
WE-EF is the only company employing the 5CE+ Primer corrosion protection system.
This includes the following:
1. Use of an extremely low copper content aluminum substrate in all its casting.
This is a marine grade alloy designed for use in harsh environments.
2. The aluminum castings have a Zirconium conversion coating sitting between the
aluminum and the powder coat. This assists the powder coat in adhering to the
aluminum and significantly inhibits galvanic reactions from spreading (and causing
bubbling) under the power coat.
3. Immediately after Zirconium conversion coating, a specially formulated 'intercoat'
bonding epoxy primer is electrostatically applied. This ‘intercoat’ makes the product
particularly suitable for aggressive environments.
4. UV Stabilized Architectural grade polyester powder coat is then electrostatically applied
(and oven cured) to the epoxy “intercoat”. The polyester powder is combined with UV
resistant cross-linking agents to create outstanding resistance to atmospheric aging and
UV light.
The resulting luminaire housings are extremely resistant to harsh environments like that at the
fountain.
In addition:
5. All exposed fasteners are made from austentic stainless steel. Fasteners which are
needed for the sealing of “maintenance components” such as the gear and lamp
compartments, are also impregnated with a polymer coating with approximately 15%
Teflon. This coating acts as a non-metallic barrier between the aluminum and stainless
steel. This significantly reduces the galvanic reactions which otherwise can occur when
metals of dissimilar electronegativities are in contact.
6. All materials are tightly controlled under a quality assurance process which includes
spectral analysis of the aluminum alloy, monitoring of all pre -treatment phases, quality
control checks on finished components and up to 3,000 hour salt spray exposure tests.
The FLC260 Color Changing RGBW luminaire
WE-EF LIGHTING is truly an international company with manufacturing in the USA but with
installations in different environments all over the planet. As a result, the luminaire has been
designed for a range of challenging exterior lighting situations.
The key points of difference with the WE-EF FLC260 and its competition are:
1. Thermal Design. Thermally separated driver and lamp compartments. This is to ensure
heat from the light source is having minimal impact of the life of the LED driver. This
ensures an expected electrical component life of greater than 25 years (barring
unforeseen natural disasters) in the case of the fountain which will operate for less than
4 hours per night.
2. Color Boost Technology. Energy management between the different colored LEDs on
the printed circuit boosts colored light output when less than all 4 colors are in use. This
means that the city can get even greater color intensity from the luminaire when single
and mixed colors are needed. This means +29% more Blue, +21% more Green, +35%
more Red and +36% more White.
3. Internal Color Mixing. Color mixing happens within the luminaire which reduces the
opportunity for unexpected rainbow effects; which can become present when mixing 2
or more colors from discrete color mixing systems.
4. Efficiency. 63 lumens per watt for a color changing flood. This is 40%-103% more
efficient that its closest rivals. This is due to70 years of luminaire design taking full
advantage of the LED technology with the best available materials. The result is lower
electrical stress on the components, higher efficiency, greater light output and longer
life.
5. A non-proprietary DMX control system. This means that the city has the comfort of
knowing that this system can integrate with other DMX controlled devices. This
integration of Music, fireworks and even Video Projection is possible in the future.
6. Ease of Maintenance and availability of components. All electrical components are
easily serviceable in the field. WE-EF USA holds stock of all electrical components so that
maintenance issues can be dealt with quickly and easily by a trained electrician.
7. Support. A Hotline to our engineering staff exists for the speedy address of installation,
maintenance or support issues.
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 wid e.
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.
Description
RGBW/RGBA Colour Changer. IP66, Class I. IK07. Marine-grade, die-
cast aluminium alloy. 5CE superior corrosion protection including PCS
hardware. Silicone CCG Controlled Compression Gasket. Safety glass
lens. One cable gland. Second gland for through-wiring on request.
Integral EC electronic converter, thermally separated. CAD-optimised
optics for superior illumination and glare control. OLC One LED
Concept. Factory-installed LED circuit board with WE-EF Colour Boost
Technology. With Colour Boost the targeted and selective control of
individual channels or colours means that a higher power of the LEDs
can be accessed than in total when all colours are simultaneously
operated. The light output is thus maximized by targeted control of
individual channels/colours. DMX interface. For the M20 cable gland
for network- and DMX-connection, WE-EF recommends a multi-core
cable for DMX and power, “Power PUR-SR 3x1,5 + DMX”.
®
®
Beam Type symmetric, narrow beam [N]
Light Source LED-36/144W - RGBW
CRI 80
Gear Type electronic gear
Nominal Luminous Flux
(lm)
LED Lumens 340 lm
LEDs 36
Total Lumens 12240 lm
Tj 85 °C
Delivered Lumens Flux (lm)
LED Lumens 262 lm
Total Lumens 9431.1 lm
Ta 25 °C
Rated Input Power 150 W
FLC260-CC LED
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WE-EF LIGHTING USA LLC
410-D Keystone Drive | Warrendale PA 15086 | U.S.A. | Tel +1 724 742 0030 | Fax +1 724 742 0035 | info.usa@we-ef.com | www.we-ef.com | 29-05-2019 06:36
Material Specification
Body:Marine-grade, die-cast aluminium alloy
Weight (lbs):39.68
Lens:Safety glass lens
Colours:RAL9004 Black
RAL9007 Grey Metallic
RAL9016 White
RAL8019 Dark Bronze
Gasket:Silicone CCG® Controlled Compression Gasket
Fasteners:PCS Polymer Coated Stainless Steel Hardware
Ingress protection:IP66
Impact protection:IK07
Corrosion protection:5CE
Listings:ETL listed. Suitable for wet locations.
Windage (EPA):1.5
Electrical Specification
Power supply:Integral [ECG] electronic MH ballst for 120 volt supply only.
Power factor:> 0.9
FLC260-CC LED
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WE-EF LIGHTING USA LLC
410-D Keystone Drive | Warrendale PA 15086 | U.S.A. | Tel +1 724 742 0030 | Fax +1 724 742 0035 | info.usa@we-ef.com | www.we-ef.com | 29-05-2019 06:36
Lifetime
LED >60,000 h Ta 25°(L70/B10) Control gear >50,000 h Ta 25°
Mounting Accessories
Floodlight mounting bracket TA
Floodlight mounting brackets made from hot dipped galvanized steel.
For mounting up to four floodlights. Special executions are available on
request, e.g. other spigot fixing dimensions, etc.
C1 D x L L Weight (lbs)
667-9316 TA2 Mounting bracket, double* (Ø 4.25 x 7.87)5.12 2.99 x 7.87 2.99 4.19 lbs
A C1 D x L L Weight (lbs)
667-9313 TA3 Mounting bracket, triple (Ø 3.50 x 7.87)±9° 25.59 3.50 x 7.87 3.5 39.46 lbs
FLC260-CC LED
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WE-EF LIGHTING USA LLC
410-D Keystone Drive | Warrendale PA 15086 | U.S.A. | Tel +1 724 742 0030 | Fax +1 724 742 0035 | info.usa@we-ef.com | www.we-ef.com | 29-05-2019 06:36
A C1 D x L Weight (lbs)
667-9318 TA3 Mounting bracket, triple (Ø 4.25 x 7.87)±9° 25.59 4.25 x 7.87 24.20 lbs
A C1 D x L L Weight (lbs)
667-9312 TA2-L Mounting bracket, double (Ø 3.0"x7.87" long)±90° 16.54 2.99 x 7.87 2.99 35.49 lbs
FLC260-CC LED
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WE-EF LIGHTING USA LLC
410-D Keystone Drive | Warrendale PA 15086 | U.S.A. | Tel +1 724 742 0030 | Fax +1 724 742 0035 | info.usa@we-ef.com | www.we-ef.com | 29-05-2019 06:36
C1 D x L L Weight (lbs)
667-9315 TA1 Mounting bracket, single (Ø 4.25 x 7.87)5.12 4.25 x 7.87 4.25 16.53 lbs
A C1 D x L Weight (lbs)
667-9314 TA4 Mounting bracket, quad (Ø 3.50 x 7.87)±9° 25.59 3.50 x 7.87 20.80 lbs
FLC260-CC LED
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WE-EF LIGHTING USA LLC
410-D Keystone Drive | Warrendale PA 15086 | U.S.A. | Tel +1 724 742 0030 | Fax +1 724 742 0035 | info.usa@we-ef.com | www.we-ef.com | 29-05-2019 06:36
A C1 D x L Weight (lbs)
667-9319 TA4 Mounting bracket, quad (Ø 4.25 x 7.87)±9° 25.59 4.25 x 7.87 53.00 lbs
Planted root
Planted root made from hot dipped galvanized steel. Includes mounting
hardware. Must be used in conjunction with EM short post.
D1 D2 D3 D4 H1 H2 M1 Weight (lbs)
665-9302 Planted root ESV4 5.71 5.12 4.02 4.25 15.75 13.78 8 7.05 lbs
Pole clamp TS
Pole clamps made from die-cast aluminium with stainless steel
hardware. For mounting of one or two floodlights.
FLC260-CC LED
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WE-EF LIGHTING USA LLC
410-D Keystone Drive | Warrendale PA 15086 | U.S.A. | Tel +1 724 742 0030 | Fax +1 724 742 0035 | info.usa@we-ef.com | www.we-ef.com | 29-05-2019 06:36
D1 Weight (lbs)
667-9322 TS1-2/M12 Pole clamp, single (Ø 4.5"-5.25")4.0-4.50 3.53 lbs
D1 Weight (lbs)
667-9348 TS1-2/M12 Pole clamp, single (Ø 4.0"-4.5")4.0-4.50 3.53 lbs
FLC260-CC LED
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410-D Keystone Drive | Warrendale PA 15086 | U.S.A. | Tel +1 724 742 0030 | Fax +1 724 742 0035 | info.usa@we-ef.com | www.we-ef.com | 29-05-2019 06:36
D1 Weight (lbs)
667-9349 TS2-2/M12 Pole clamp, double (Ø 4.0"-4.5")4.0-4.50 3.31 lbs
D1 Weight (lbs)
667-9320 TS1-2/M12 Pole clamp, single (Ø 3"-3.5")3.0-3.50 3.31 lbs
FLC260-CC LED
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WE-EF LIGHTING USA LLC
410-D Keystone Drive | Warrendale PA 15086 | U.S.A. | Tel +1 724 742 0030 | Fax +1 724 742 0035 | info.usa@we-ef.com | www.we-ef.com | 29-05-2019 06:36
D1 Weight (lbs)
147-0545 TS2-2/M12 Pole clamp, double (Ø 3"-3.5")3.0-3.50 3.09 lbs
D1 Weight (lbs)
667-9323 TS2-2/M12 Pole clamp, double (Ø 4.5"-5.25")4.50-5.25 3.53 lbs
FLC260-CC LED
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WE-EF LIGHTING USA LLC
410-D Keystone Drive | Warrendale PA 15086 | U.S.A. | Tel +1 724 742 0030 | Fax +1 724 742 0035 | info.usa@we-ef.com | www.we-ef.com | 29-05-2019 06:36
Short post EM
Short posts made from die-cast aluminium with concealed stainless
steel hardware. For mounting of one floodlight.
D1 D2 H1 M1 Weight (lbs)
667-9301 EM1-M16 6.30 5.12 7.87 9 4.85 lbs
Spigot cap KF
Spigot caps made from die-cast aluminium with stainless steel
hardware. For mounting of one or two floodlights. Max. permissible
weight per installed floodlight 15.0 kg.
667-9331 KF1-60/M16 Spigot Cap (Ø 2.36")
FLC260-CC LED
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WE-EF LIGHTING USA LLC
410-D Keystone Drive | Warrendale PA 15086 | U.S.A. | Tel +1 724 742 0030 | Fax +1 724 742 0035 | info.usa@we-ef.com | www.we-ef.com | 29-05-2019 06:36
D1 Weight (lbs)
667-9332 KF1-76/M16 Spigot Cap (Ø 3.0")3.0 2.00 lbs
FLC260-CC LED
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WE-EF LIGHTING USA LLC
410-D Keystone Drive | Warrendale PA 15086 | U.S.A. | Tel +1 724 742 0030 | Fax +1 724 742 0035 | info.usa@we-ef.com | www.we-ef.com | 29-05-2019 06:36
D1 Weight (lbs)
667-9333 KF1-89/M16 Spigot Cap (Ø 3.5")3.5 2.00 lbs
D1 Weight (lbs)
667-9334 KF1-108/M16 Spigot Cap (Ø 4.25")4.25 2.00 lbs
FLC260-CC LED
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WE-EF LIGHTING USA LLC
410-D Keystone Drive | Warrendale PA 15086 | U.S.A. | Tel +1 724 742 0030 | Fax +1 724 742 0035 | info.usa@we-ef.com | www.we-ef.com | 29-05-2019 06:36
Surface Mount Canopy SMC
Suitable for mounting FLC230/240/250/254/260 series floodlight to any
horizontal or vertical surface over a recessed junction box.
D1 D2 Weight (lbs)
683-9329 SMC-200 10.83 9.25 7 lbs
Optical Accessories
Glare shield
Glare shield made from corrosion resistant aluminum. Inner surfaces
matt black powdercoated.
FLC260-CC LED
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WE-EF LIGHTING USA LLC
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A C1
667-9264 ES-FLC260-LED 8.74 15.47
Linear spread lens
Broadens light distribution in one plane only. A maximum of one
internal optical accessory.
C1
667-8125 IO-180-FLC260-CC LED 13.07
Snoot
Framing snoot made from corrosion resistant aluminium. Provides all-
round glare cut-off as well as effective framing of beam. Inner surfaces
matt black powdercoated. Framing snoot must be specified in the
order. Re-order only possible with conversion kit (on request).
FLC260-CC LED
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A C1
667-9265 ET-FLC260-LED 8.74 15.47
Wallwash lens
Specifically developed for the lighting of architectural surfaces, in
combination with WE-EF [M] symmetric medium beam LED optics.
Luminaires fitted with the I0-20 wallwash lens are typically positioned
at 0.125 x h away from the target surface and spaced up to 1.75 x d
apart: h = height of wall/target surface d = 0.125 x h = distance from
the wall/target surface s = 1.75 x d = spacing between luminaires The
IO-20 LED wallwash lens is factory-installed within the luminaire. The
factory-sealed qualities and advantages of the luminaire are fully
maintained. Not separately available. A maximum of one internal
optical accessory.
FLC260-CC LED
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410-D Keystone Drive | Warrendale PA 15086 | U.S.A. | Tel +1 724 742 0030 | Fax +1 724 742 0035 | info.usa@we-ef.com | www.we-ef.com | 29-05-2019 06:36
C1
667-8124 IO-20-FLC260-CC LED 13.07
FLC260-CC LED
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WE-EF LIGHTING USA LLC
410-D Keystone Drive | Warrendale PA 15086 | U.S.A. | Tel +1 724 742 0030 | Fax +1 724 742 0035 | info.usa@we-ef.com | www.we-ef.com | 29-05-2019 06:36