this professional services agreement (this agreement) is

Contract No. 2017-027 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND WILLDAN ENGINEERING, INC. THIS PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is entered into as of September 6, 2016, between the Town of Fountain Hills, an Arizona municipal corporation (the "Town"), and Willdan Engineering, Inc., a California corporation (the "Consultant"). RECITALS A. The Consultant possesses the skill and experience required to perform plan review and building inspection services and is experienced with the Town's procedures. B. N-Shea Group, LLC, an Arizona limited liability company ("Developer"), needs plan review and building inspection services for construction of the Park Place project to be constructed within the Town limits (the "Project"). C. The Town may directly select Consultant for professional services pursuant to Section 7.2 of the Town Procurement Policy because there is no cost to the Town. D. The Town desires to enter into an Agreement with the Consultant to perform third party plan review services and buildinginspection services for the Project on behalf of the Town (the "Services"). It is clearly understood that Consultant is under contract to work directly for the Town and its responsibility is to the Town. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Consultant hereby agree as follows: 1. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until September 5, 2017 (the "Initial Term"), unless terminated as otherwise provided in this Agreement. After the expiration of the Initial Term, this Agreement may be renewed for one successive one-year term (a "Renewal Term") if (i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal in the subsequentyear, (ii) at least 30 days prior to the end of the then-current term of the Agreement, the Consultant requests, in writing, to extend the Agreement for an additional one-year term and (iii) the Town approves the additional one-year term in writing (including any price adjustments approved as part of this Agreement), as evidenced by the Town Manager's signature thereon, which approval may be withheld by the Town for any reason. The Consultant's failure to seek a renewal of this Agreement shall cause the 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 Consultant, elect to 2725426.2

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Page 1: THIS PROFESSIONAL SERVICES AGREEMENT (this Agreement) is

Contract No. 2017-027

PROFESSIONAL SERVICES AGREEMENTBETWEEN

THE TOWN OF FOUNTAIN HILLSAND

WILLDAN ENGINEERING, INC.

THIS PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is entered intoas ofSeptember 6, 2016, between the Town ofFountain Hills, an Arizona municipal corporation(the "Town"), and Willdan Engineering, Inc., a California corporation (the "Consultant").

RECITALS

A. The Consultant possesses the skill and experience required to perform plan reviewand building inspection services and is experienced with theTown'sprocedures.

B. N-Shea Group, LLC, an Arizona limited liability company ("Developer"), needsplan review and building inspection services for construction of the Park Place project to beconstructed within the Town limits (the "Project").

C. The Town may directly select Consultant for professional services pursuant toSection 7.2 of the Town Procurement Policy because there is no cost to the Town.

D. The Town desires to enter into an Agreement with the Consultant to perform thirdparty plan review services and building inspection services for the Project on behalf of the Town(the "Services"). It is clearly understood that Consultant is under contract to work directly for theTown and its responsibility is to the Town.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing introduction and recitals, whichare incorporated herein by reference, the following mutual covenants and conditions, and othergood and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the Town and the Consultant hereby agree as follows:

1. Term of Agreement. This Agreement shall be effective as of the date first setforth above and shall remain in full force and effect until September 5, 2017 (the "InitialTerm"), unless terminated as otherwise provided in this Agreement. After the expiration of theInitial Term, this Agreement may be renewed for one successive one-year term (a "RenewalTerm") if (i) it is deemed in the best interests of the Town, subject to availability andappropriation of funds for renewal in the subsequent year, (ii) at least 30 days prior to the end ofthe then-current term of the Agreement, the Consultant requests, in writing, to extend theAgreement for an additional one-year term and (iii) the Town approves the additional one-yearterm in writing (including any price adjustments approved as part of this Agreement), asevidenced by the Town Manager's signature thereon, which approval may be withheld by theTown for any reason. The Consultant's failure to seek a renewal of this Agreement shall causethe 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 Consultant, elect to

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