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HomeMy WebLinkAboutAGENDApacket__09-06-23_0511_493       NOTICE OF MEETING REGULAR MEETING FOUNTAIN HILLS TOWN COUNCIL      Mayor Ginny Dickey Vice Mayor Sharron Grzybowski Councilmember Peggy McMahon Councilmember Hannah Toth Councilmember Gerry Friedel Councilmember Brenda J. Kalivianakis Councilmember Allen Skillicorn    TIME:5:30 P.M. – REGULAR MEETING WHEN:WEDNESDAY, SEPTEMBER 6, 2023 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.   Notice is hereby given that pursuant to A.R.S. §1-602.A.9, subject to certain specified statutory exceptions, parents have a right to consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the Town Council are audio and/or video recorded and, as a result, proceedings in which children are present may be subject to such recording. Parents, in order to exercise their rights may either file written consent with the Town Clerk to such recording, or take personal action to ensure that their child or children are not present when a recording may be made. If a child is present at the time a recording is made, the Town will assume that the rights afforded parents pursuant to A.R.S. §1-602.A.9 have been waived.    REQUEST TO COMMENT The public is welcome to participate in Council meetings. TO SPEAK TO AN AGENDA ITEM, please complete a Request to Comment card, located in the back of the Council Chambers, and hand it to the Town Clerk prior to discussion of that item, if possible. Include the agenda item on which you wish to comment. Speakers will be allowed three contiguous minutes to address the Council. Verbal comments should be directed through the Presiding Officer and not to individual Councilmembers. TO COMMENT ON AN AGENDA ITEM IN WRITING ONLY, please complete a Request to Comment card, indicating it is a written comment, and check the box on whether you are FOR or AGAINST and agenda item, and hand it to the Town Clerk prior to discussion, if possible. TO COMMENT IN WRITING ONLINE: Please feel free to provide your comments by visiting  https://www.fountainhillsaz.gov/publiccomment and SUBMIT a Public Comment Card by 3:00 PM on the day of the meeting . These comments will be shared with the Town Council.         Town Council Regular Meeting of September 6, 2023 2     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.INVOCATION, Stephen Gay, Fountain Hills Democratic Club, and Former Airline Pilot     3.ROLL CALL – Mayor Dickey     4.STATEMENT OF PARTICIPATION     5.REPORTS BY MAYOR, COUNCILMEMBERS AND TOWN MANAGER     6.PRESENTATIONS     7.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.     8.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 AND POSSIBLE ACTION: Approval of a Special Event Liquor License application for the Fountain Hills VFW Post 7507 for the MAIN beer garden in conjunction with the Fountain Festival of Arts and Crafts on November 10, 11, and 12, 2023.   Town Council Regular Meeting of September 6, 2023 3     B.CONSIDERATION AND POSSIBLE ACTION: Approval of a Special Event Liquor License application for the Fountain Hills VFW Post 7507 for a MINI beer garden in conjunction with the Fountain Festival of Arts and Crafts on November 10, 11, and 12, 2023.     C.CONSIDERATION AND POSSIBLE ACTION: Approval of a Cooperative Purchasing Agreement C2024-016 with US Digital Design for the purchase and installation of G2 Automated Station Alerting Systems     9.REGULAR AGENDA     A.CONSIDERATION AND POSSIBLE ACTION: Approval of a CUT/FILL WAIVER request to permit an area of approximately 870 square feet to exceed the maximum 10 foot visible FILL allowance up to approximately 14 feet deep maximum fills for the development of the back patio area for the property on 9804 N. Talon Trail.     B.CONSIDERATION AND POSSIBLE ACTION: Adopting Resolution 2023-28, Approving the 2023-2026 Community Economic Development Strategy     C.CONSIDERATION AND POSSIBLE ACTION: Adoption of Resolution 2023-30. Approving updates to the Council Rules of Procedure and adding an Ethics Complaint Procedure.     10.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.     11.FUTURE AGENDA ITEMS     12.ADJOURNMENT         CERTIFICATE OF POSTING OF NOTICE Town Council Regular Meeting of September 6, 2023 4   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 ____________________, 2023. _____________________________________________  Linda G. Mendenhall, 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. On the Day of the Council Meeting, the Council Chambers doors open at 5:15 p.m. for public seating. Town Council Regular Meeting of September 6, 2023 5   ITEM 8. A. TOWN OF FOUNTAIN HILLS STAFF REPORT    Meeting Date: 09/06/2023 Meeting Type: Town Council Regular Meeting Agenda Type: Consent                  Submitting Department: Community Services Prepared by: Ryan Preston, Recreation Manager Request to Town Council Regular Meeting (Agenda Language):  CONSIDERATION AND POSSIBLE ACTION: Approval of a Special Event Liquor License application for the Fountain Hills VFW Post 7507 for the MAIN beer garden in conjunction with the Fountain Festival of Arts and Crafts on November 10, 11, and 12, 2023. Staff Summary (Background) The purpose of this item is to obtain the Council's approval regarding the Special Event Liquor License application submitted by Richard Harrington, representing the Fountain Hills VFW Post 7507 for submission to the Arizona Department of Liquor.  The applicant and Fountain Hills VFW are keenly aware that the final issuance of a liquor license as well as approval to hold the Fountain Festival of Arts and Crafts on November 10th-12th, 2023, is contingent upon the state, county, and local ordinances and guidelines. All special event liquor license applicants are required to submit an application and pay a $25 fee for processing.  Once the fee is paid and the application is reviewed by Town staff, the application is forwarded to the Town Council for review and consideration. After the application is approved by Town Council, the applicant will bring the signed paperwork to the Arizona Department of Liquor, and be issued a physical license to be displayed for the duration of the event. The special event liquor license application was reviewed by staff for compliance with Town ordinances and staff unanimously recommends approval of the application as submitted.   Related Ordinance, Policy or Guiding Principle A.R.S. §4-203.02; 4-244; 4-261 and R19-1-228, R19-1-235, and R19-1-309 Risk Analysis N/A Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends approval.  SUGGESTED MOTION SUGGESTED MOTION MOVE to approve the Special Event Liquor License Attachments VFW Fountain Fest of Arts and Crafts MAIN Liquor License  Form Review Inbox Reviewed By Date Finance Director David Pock 08/16/2023 05:27 PM Town Attorney Aaron D. Arnson 08/17/2023 08:27 AM Interim Town Manager Rachael Goodwin 08/30/2023 07:30 AM Form Started By: Ryan Preston Started On: 08/16/2023 08:31 AM Final Approval Date: 08/30/2023  ITEM 8. B. TOWN OF FOUNTAIN HILLS STAFF REPORT    Meeting Date: 09/06/2023 Meeting Type: Town Council Regular Meeting Agenda Type: Consent                  Submitting Department: Community Services Prepared by: Ryan Preston, Recreation Manager Request to Town Council Regular Meeting (Agenda Language):  CONSIDERATION AND POSSIBLE ACTION: Approval of a Special Event Liquor License application for the Fountain Hills VFW Post 7507 for a MINI beer garden in conjunction with the Fountain Festival of Arts and Crafts on November 10, 11, and 12, 2023. Staff Summary (Background) The purpose of this item is to obtain the Council's approval regarding the Special Event Liquor License application submitted by Sandy Borken, representing the Fountain Hills VFW Post 7507, for submission to the Arizona Department of Liquor.    The applicant and Fountain Hills VFW Post 7507 are keenly aware that the final issuance of a liquor license as well as approval to hold the Fountain Festival of Arts and Crafts on November 10-12, 2023, is contingent upon the state, county, and local ordinances and guidelines.   All special event liquor license applicants are required to submit an application and pay a $25 fee for processing.  Once the fee is paid and the application is reviewed by Town staff, the application is forwarded to the Town Council for review and consideration. After the application is approved by Town Council, the applicant will bring the signed paperwork to the Arizona Department of Liquor, and be issued a physical license to be displayed for the duration of the event. The special event liquor license application was reviewed by staff for compliance with Town ordinances and staff unanimously recommended approval of the application as submitted. Related Ordinance, Policy or Guiding Principle A.R.S. §4-203.02; 4-244; 4-261 and R19-1-228, R19-1-235, and R19-1-309 Risk Analysis N/A Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends approval. SUGGESTED MOTION SUGGESTED MOTION MOVE to approve the special event liquor license. Attachments VFW Fountain Fest of Arts and Crafts MINI Liquor License  Form Review Inbox Reviewed By Date Finance Director David Pock 08/16/2023 05:28 PM Town Attorney Aaron D. Arnson 08/17/2023 08:27 AM Interim Town Manager Rachael Goodwin 08/30/2023 07:30 AM Form Started By: Ryan Preston Started On: 08/16/2023 09:30 AM Final Approval Date: 08/30/2023  ITEM 8. C. TOWN OF FOUNTAIN HILLS STAFF REPORT    Meeting Date: 09/06/2023 Meeting Type: Town Council Regular Meeting Agenda Type: Consent                  Submitting Department: Fire Department Prepared by: Dave Ott, Fire Chief Staff Contact Information: Dave Ott, Fire Chief Request to Town Council Regular Meeting (Agenda Language):  CONSIDERATION AND POSSIBLE ACTION: Approval of a Cooperative Purchasing Agreement C2024-016 with US Digital Design for the purchase and installation of G2 Automated Station Alerting Systems Staff Summary (Background) Mesa Regional Dispatch Center (MRDC) requires the G2 system for all fire departments dispatched by the MRDC. The equipment is needed to process the alarm notifications to respond to emergency and non-emergency calls for improved public safety. The equipment is being purchased through the National Purchasing Partners, LLC contract. The NPPgov Contract #PS20350 and our Member number is M-5705968. US Digital was one of approximately 15 companies to submit bids for this contract. This amount is a budgeted, one time start up cost.  Related Ordinance, Policy or Guiding Principle This equipment is necessary to help provide for the health and safety of the town's residents, visitors, and firefighters. It is also to comply with the requirements of the MRDC.  Risk Analysis N/A Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends the approval of the equipment and installation from US Digital and their contractor.  SUGGESTED MOTION MOVE to Approve Cooperative Purchasing Agreement C2024-016 in the amount not to exceed $160,000.00.  Attachments 2024-016  Exhibit A  Exhibit B  Exhibit C  Form Review Inbox Reviewed By Date Fire Chief (Originator)Linda Mendenhall 08/29/2023 08:53 AM Finance Director David Pock 08/29/2023 09:46 AM Town Attorney Aaron D. Arnson 08/29/2023 11:19 AM Interim Town Manager Rachael Goodwin 08/30/2023 08:21 AM Form Started By: Dave Ott Started On: 08/23/2023 01:22 PM Final Approval Date: 08/30/2023  Contract No. 2024-016 COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HONEYWELL INTERNATIONAL, INC. DBA US DIGITAL DESIGNS THIS COOPERATIVE PURCHASING AGREEMENT (this “Agreement”) is entered into upon execution, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”), and Honeywell International, Inc., dba US Digital Designs, Inc., a(n) Arizona corporation (the “Contractor”). RECITALS A. After a competitive procurement process (RFP No. 2020), The League of Oregon Cities, an Oregon public corporation under ORS Chapter 190 (“LOC” or “Purchaser”) entered into a Contract, dated June 2, 2020, as amended (collectively, the “LOC Contract”/Exhibit A) for the Contractor to provide Public Safety Software Solutions, Data Collection, Storage and Utilization Services. Purchaser and Vendor has extended the terms of this contract to qualified government members of National Purchasing Partners, LLC dba NPPGov. A copy of the LOC Contract is 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 LOC Contract, at its discretion and with the agreement of the awarded Contractor, and the LOC Contract permits its cooperative use by other public entities, including the Town. C. The Town is a member of National Purchasing Partners, LLC dba NPPGov and is authorized to make purchases through NPPGov and its administered contracts. D. The Town and the Contractor desire to enter into this Agreement for the purpose of (i) acknowledging their cooperative contractual relationship under the LOC Contract and this Agreement, (ii) establishing the terms and conditions by which the Contractor may provide Public Safety Software Solutions, Data Collection, Storage and Utilization 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 hereby agree as follows: 1. Term of Agreement. This Agreement shall be effective as of the date of execution and attested by the Town Clerk pursuant to Section 3-3-31 of the Town Code, and shall remain in full force and effect until June 30, 2024 (the “Initial Term”), unless terminated as otherwise provided in this Agreement or the LOC 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 LOC 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 one-year term and (iv) the Town approves the additional one-year term in writing (including any price adjustments approved as part of the LOC 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 LOC 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 LOC 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 $160,000 (including all renewals) for the Materials and Services at the rates set forth in the LOC Contract and as more particularly set forth in Exhibit B. The aggregate amount shall not exceed $160,000 in any case unless the Agreement is affirmed and ratified via an executed amendment. All remaining terms and conditions of the Agreement shall remain in full force and effect. 4. Payments. The Town shall pay the Contractor monthly (and the Contractor shall invoice monthly), based upon acceptance and delivery of Materials and/or Services performed and completed to date, and upon submission and approval of invoices. Each invoice shall (i) contain a reference to this Agreement and the LOC Contract and (ii) document and itemize all work completed to date. The invoice statement shall include a record of materials delivered, time expended, and work performed in sufficient detail to justify payment. Additionally, invoices submitted without referencing this Agreement and the LOC Contract will be subject to rejection and may be returned. 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 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. China. Pursuant to and in compliance with A.R.S. § 35-394, Vendor hereby agrees and certifies that it does not currently, and agrees for the duration of this Agreement that Vendor will not, use: (1) the forced labor of ethnic Uyghurs in the People’s Republic of China; (2) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China; or (3) any contractors, subcontractors or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of China. Vendor also hereby agrees to indemnify and hold harmless the Town, its officials, employees, and agents from any claims or causes of action relating to the Town’s action based upon reliance upon this representation, including the payment of all costs and attorney fees incurred by the Town in defending such as action. 9. Conflict of Interest. This Agreement may be canceled by the Town pursuant to ARIZ. REV. STAT. § 38-511. 10. 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. 11. 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. 12. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the LOC Contract, the Proposal, and invoices, the documents shall 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 LOC 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 LOC 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. 13. Rights and Privileges. To the extent provided under the LOC Contract, the Town shall be afforded all of the rights and privileges afforded to LOC and shall be the “LOC” (as defined in the LOC Contract) for the purposes of the portions of the LOC Contract that are incorporated herein by reference. 14. 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 LOC to the extent provided under the LOC 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 If to Contractor: Honeywell International, Inc. dba US Digital Designs, Inc. 1835 E. 6th St. #27 Tempe, Az. 85281 Attn: Erik Hanson 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. 15. Laws and Regulations. Consultant shall keep fully informed and shall at all times during the performance of its duties under this Agreement ensure that it and any person for whom the Consultant is responsible abides by, and remains in compliance with, all rules, regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A) existing and future Town and County ordinances and regulations; (B) existing and future State and Federal laws; and (C) existing and future Occupational Safety and Health Administration standards. 16. Notices and Requests. Any notice or other communication required or permitted t0 be given under this Agreement shall be in writing and shall be deemed to have been duly given if 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: Rachael Goodwin, Interim Town Manager With Copy to: Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Aaron D. Arnson, Town Attorney 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 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. [SIGNATURES APPEAR ON FOLLOWING PAGES] EXHIBIT A TO COOPERATIVE SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HONEYWELL INTERNATIONAL, INC. DBA US DIGITAL DESIGNS [LOC Contract] See following pages. LEAGUE OF OREGON CITIES MASTER PRICE AGREEMENT This Master Price Agreement is effective as of the date of the last signature below (the “Effective Date”) by and between the LEAGUE OF OREGON CITIES, an Oregon public corporation under ORS Chapter 190 (“LOC” or “Purchaser”) and US Digital Designs, Inc. (“Vendor”). RECITALS WHEREAS, the Vendor is in the business of selling certain Public Safety Software Solutions, Data Collection, Storage and Utilization, as further described herein; and WHEREAS, the Vendor desires to sell and the Purchaser desires to purchase certain products and related services all upon and subject to the terms and conditions set forth herein; and WHEREAS, through a solicitation for Public Safety Software Solutions, Data Collection, Storage and Utilization the Vendor was awarded the opportunity to complete a Master Price Agreement with the LEAGUE OF OREGON CITIES as a result of its response to Request for Proposal No. 2020 for Public Safety Software Solutions, Data Collection, Storage and Utilization; and WHEREAS, the LEAGUE OF OREGON CITIES asserts that the solicitation and Request for Proposal meet Oregon public contracting requirements (ORS 279, 279A, 279B and 279C et. seq.); and WHEREAS, Purchaser and Vendor desire to extend the terms of this Master Price Agreement to benefit other qualified government members of National Purchasing Partners, LLC dba Public Safety GPO, dba First Responder GPO, dba Law Enforcement GPO and dba NPPGov; NOW, THEREFORE, Vendor and Purchaser, intending to be legally bound, hereby agree as follows: ARTICLE 1 – CERTAIN DEFINITIONS 1.1 “Agreement” shall mean this Master Price Agreement, including the main body of this Agreement and Attachments A-F attached hereto and by this reference incorporated herein, including Purchaser’s Request for Proposal No. 2020 (herein “RFP”) and Vendor’s Proposal submitted in response to the RFP (herein “Vendor’s Proposal”) as referenced and incorporated herein as though fully set forth (sometimes referred to collectively as the “Contract Documents”). 1.2 “Applicable Law(s)” shall mean all applicable federal, state and local laws, statutes, ordinances, codes, rules, regulations, standards, orders and other governmental requirements of any kind. 1.3 “Employee Taxes” shall mean all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law. 1.4 “EUAA” means an End User Acknowledgement and Agreement hereafter entered into between Vendor and a Purchaser (other than the Lead Contracting Agency) in a form acceptable to Vendor in its sole discretion, which shall address, among other issues (i) the warranty applicable to the Products and Services, (ii) Vendor’s retention of its intellectual property rights, (iii) licensing of Vendor’s intellectual property rights to Purchaser, (iv) the terms of installation, technical specifications, and scope of work, and (v) any other terms DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 2 and conditions necessary to facilitate and govern the transaction. A sample EUAA is attached at Attachment F. 1.5 “Intellectual Property” means any and all rights of USDD related to USDD’s products, Software, and Hardware, existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all derivative works, work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. 1.6 “Purchaser’s Destination” shall mean such delivery location(s) or destination(s) as Purchaser may prescribe from time to time. 1.7 “Products and Services” shall mean the products and/or services to be sold by Vendor hereunder as identified and described on Attachment A hereto and incorporated herein, as may be updated from time to time by Vendor to reflect products and/or services offered by Vendor generally to its customers. 1.8 “Purchase Order” shall mean any authorized written order for Products and Services sent by Purchaser to Vendor via mail, courier, overnight delivery service, email, fax and/or other mode of transmission as Purchaser and Vendor may from time to time agree. 1.9 “Unemployment Insurance” shall mean the contribution required of Vendor, as an employer, in respect of, and measured by, the wages of its employees (or subcontractors) as required by any applicable federal, state or local unemployment insurance law or regulation. 1.10 “National Purchasing Partners” or “(NPP)” is a subsidiary of two nonprofit health care systems. The Government Division of NPP, hereinafter referred to as “NPPGov”, provides group purchasing marketing and administrative support for governmental entities within the membership. NPPGov’s membership includes participating public entities across North America. 1.11 “Lead Contracting Agency” shall mean the LEAGUE OF OREGON CITIES, which is the governmental entity that issued the Request for Proposal and awarded this resulting Master Price Agreement. 1.12 “Participating Agencies” shall mean members of National Purchasing Partners for which Vendor has agreed to extend the terms of this Master Price Agreement pursuant to Article 2.6 and Attachment C herein. For purposes of cooperative procurement, “Participating Agency” shall be considered “Purchaser” under the terms of this Agreement. 1.13 “Party” and “Parties” shall mean the Purchaser and Vendor individually and collectively as applicable. ARTICLE 2 – AGREEMENT TO SELL 2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement. 2.2 Vendor may add additional products and services to the contract provided that any additions reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 3 the percentage discount for other similar products. Vendor may provide a web-link with current product listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement. Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products may be added to avoid competitive procurement requirements. 2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to meet the Purchaser or Vendor contract requirements, which terms may be included in the EUAA. In the event that the provisions of this Agreement conflict with any Purchase Order issued by Purchaser to Vendor, the provisions of this Agreement shall govern. 2.4 Purchaser agrees that no Purchase Order issued hereunder shall be binding on Vendor unless and until the following contingencies (“Contingencies”) are satisfied or waived in writing by Vendor: 2.4.1 The Purchaser and Vendor have entered into an EUAA in a form acceptable to Vendor in its sole discretion; and 2.4.2 The execution of a separate written contract between Vendor and Purchaser, in a form acceptable to Vendor in its sole and absolute discretion, for service and maintenance of the System after expiration of the warranty period for the Products and Services delivered hereunder (the “Service Agreement”). 2.5 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting Agency shall have no obligation to order or purchase any Products and Services hereunder and the placement of any Purchase Order shall be in the sole discretion of the Participating Agencies. This Agreement is not exclusive. Vendor expressly acknowledges and agrees that Purchaser may purchase at its sole discretion, Products and Services that are identical or similar to the Products and Services described in this Agreement from any third party. Purchaser expressly acknowledges and agrees that Vendor may sell, at its sole discretion, Products and Services that are identical or similar to the Products and Services described in this Agreement to any third party, including Participating Agencies, either through this Agreement or any other agreement. 2.6 In case of any conflict or inconsistency between any of the Contract Documents, the documents shall prevail and apply in the following order of priority: (i) This Agreement; (ii) The RFP; (iii) Vendor’s Proposal; 2.7 Extension of contract terms to Participating Agencies: 2.7.1 Vendor agrees to extend the same terms, covenants and conditions available to Purchaser under this Agreement to Participating Agencies, that have executed an Intergovernmental Cooperative Purchasing Agreement (“IGA”) as may be required by each Participating Agency’s local laws and regulations, in accordance with Attachment C. Each Participating Agency will be exclusively responsible for and deal directly with Vendor on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment for Products and Services in accordance with the terms and conditions of this Agreement as if it were “Purchaser” DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 4 hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly between them under and in accordance with the laws of the State in which the Participating Agency exists. Pursuant to the IGA, the Lead Contracting Agency shall not incur any liability as a result of the access and utilization of this Agreement by other Participating Agencies. 2.6.2 This Solicitation meets the public contracting requirements of the Lead Contracting Agency and may not be appropriate under or meet Participating Agencies’ procurement laws. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation requirements. 2.6.3 Vendor acknowledges execution of a Vendor Administration Fee Agreement with NPPGov, pursuant to the terms of the RFP. 2.7 Oregon Public Agencies are prohibited from use of Products and Services offered under this Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the Department of Administrative Service’s Procurement List (“Procurement List”) pursuant to ORS 279.835-.855. See www.OregonRehabilitation.org/qrf for more information. Vendor shall not sell products and services identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies within the state of Oregon. ARTICLE 3 – TERM AND TERMINATION 3.1 The initial contract term shall be for three (3) calendar years from the Effective Date of this Agreement (“Initial Term”). Upon termination of the original three (3) year term, this Agreement shall automatically extend for up to three (3) successive one (1) year periods; (each a “Renewal Term”); provided, however, that the Lead Contracting Agency and/or the Vendor may opt to decline extension of the MPA by providing notification in writing at least thirty (30) calendar days prior to the annual automatic extension anniversary of the Initial Term. 3.2 Either Vendor or the Lead Contracting Agency may terminate this Agreement by written notice to the other party if the other Party breaches any of its obligations hereunder and fails to remedy the breach within thirty (30) days after receiving written notice of such breach from the non-breaching party. 3.3 The forgoing terms of this Article apply only between Vendor and the Lead Contracting Agency. The “Term and Termination” terms as between Vendor and any Participating Agency may be addressed in the EUAA. Termination of this Agreement shall have no effect on any EUAA entered into prior to such termination. Vendor shall not enter into an EUAA in reliance on this Agreement subsequent to the termination of this Agreement. ARTICLE 4 – PRICING, INVOICES, PAYMENT AND DELIVERY 4.1 Purchaser shall pay Vendor for all Products and Services ordered and delivered in compliance with the terms and conditions of this Agreement at the pricing specified for each such Product and Service on Attachment A, including shipping. Unless Attachment A expressly provides otherwise, the pricing schedule set forth on Attachment A hereto shall remain fixed for the Initial Term of this Agreement; provided that manufacturer pricing is not guaranteed and may be adjusted based on the next manufacturer price increase. Pricing contained in Attachment A shall be extended to all NPPGov, Public Safety GPO, First Responder GPO and Law Enforcement GPO members upon execution of the IGA. DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 5 4.2 Vendor shall submit original invoices to Purchaser in form and substance and format reasonably acceptable to Purchaser. All invoices must reference the Purchaser’s Purchase Order number, contain an itemization of amounts for Products and Services purchased during the applicable invoice period and any other information reasonably requested by Purchaser, and must otherwise comply with the provisions of this Agreement. Invoices shall be addressed as directed by Purchaser. Additional invoicing terms may be addressed in the EUAA. 4.3 Unless otherwise specified, Purchaser is responsible for any and all applicable sales taxes. Attachment A or Vendor’s Proposal (Attachment D) or the EUAA shall specify any and all other taxes and duties of any kind which Purchaser is required to pay with respect to the sale of Products and Services covered by this Agreement and all charges for packing, packaging and loading. 4.4 Price reductions or discount increases may be offered at any time during the contract term and shall become effective upon notice of acceptance from Purchaser. 4.5 Notwithstanding any other agreement of the Parties as to the payment of shipping/delivery costs, and subject to Attachments A, D, and F herein, Vendor shall offer delivery and/or shipping costs prepaid FOB Destination. If there are handling fees, these also shall be included in the pricing. 4.6 Unless otherwise directed by Purchaser for expedited orders, Vendor shall utilize such common carrier for the delivery of Products and Services as Vendor may select; provided, however, that for expedited orders Vendor shall obtain delivery services hereunder at rates and terms not less favorable than those paid by Vendor for its own account or for the account of any other similarly situated customer of Vendor. 4.7 Vendor shall have the risk of loss of or damage to any Products until delivery to Purchaser. Purchaser shall have the risk of loss of or damage to the Products after delivery to Purchaser. Title to Products shall not transfer until the Products have been delivered to and accepted by Purchaser at Purchaser’s Destination. ARTICLE 5 – INSURANCE 5.1 During the term of this Agreement, Vendor shall maintain at its own cost and expense (and shall cause any subcontractor to maintain) insurance policies providing insurance of the kind and in the amounts generally carried by reasonably prudent manufacturers in the industry, with one or more reputable insurance companies licensed to do business in Oregon and any other state or jurisdiction where Products and Services are sold hereunder. Such certificates of insurance shall be made available to the Lead Contracting Agency upon 48 hours’ notice. BY SIGNING THE AGREEMENT PAGE THE VENDOR AGREES TO THIS REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF THIS MASTER PRICE AGREEMENT. 5.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of this Agreement is satisfactorily completed and formally accepted. Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the Lead Contracting Agency. The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to the Lead Contracting Agency under such policies. Vendor shall be solely responsible for the deductible and/or self-insured retention and the Lead Contracting Agency, at its option, may require Vendor to DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 6 secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 5.3 Vendor shall carry Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Vendor’s employees engaged in the performance of the work or services, as well as Employer’s Liability insurance. Vendor waives all rights against the Lead Contracting Agency and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Vendor pursuant to this Agreement. 5.4 Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty days (30 days) prior written notice to the Lead Contracting Agency. 5.5 The foregoing terms of this Article apply only between Vendor and the Lead Contracting Agency. Insurance required by any Participating Agency may be addressed in the EUAA. ARTICLE 6 – INDEMNIFICATION AND HOLD HARMLESS 6.1 Vendor agrees that it shall indemnify, defend and hold harmless Lead Contracting Agency, its respective officials, directors, employees, members and agents (collectively, the “Indemnitees”), from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without limitation, reasonable attorney’s fees), suffered directly or indirectly by any of the Indemnitees to the extent of, or arising out of, (i) any breach of any covenant, representation or warranty made by Vendor in this Agreement, (ii) any failure by Vendor to perform or fulfill any of its obligations, covenants or agreements set forth in this Agreement, (iii) the negligence or intentional misconduct of Vendor, any subcontractor of Vendor, or any of their respective employees or agents, (iv) any failure of Vendor, its subcontractors, or their respective employees to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third party relating in any way to the obligations of Vendor under this Agreement or Vendor’s performance under this Agreement, (vi) any Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the Products and Services or any part thereof infringe any third party’s U.S. patent, copyright, trademark, trade secret or other intellectual property interest. Such obligation to indemnify shall not apply where the damage, claim, loss, expense, cost, obligation or liability is due to the breach of this Agreement by, or negligence or willful misconduct of, Lead Contracting Agency or its officials, directors, employees, agents or contractors. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The indemnity obligations of Vendor under this Article shall survive the expiration or termination of this Agreement for two years. 6.2 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.3 The same terms, conditions and pricing of this Agreement may be extended to government members of National Purchasing Partners, LLC. In the event the terms of this Agreement are extended to other government members, each government member (procuring party) shall be solely responsible for the ordering of Products and Services under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a procuring party, and the procuring party shall hold non-procuring parties or unrelated purchasing parties harmless from any liability that may arise from action or inaction of the procuring party. DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 7 ARTICLE 7 – WARRANTIES Purchaser shall refer to Vendor’s Proposal for all Vendor and manufacturer express warranties, as well as those warranties provided under Attachment B herein. ARTICLE 8 – RESERVED ARTICLE 9 – RESERVED ARTICLE 10 - COMPLIANCE WITH LAWS 10.1 Vendor agrees to comply with all Applicable Laws and at Vendor’s expense, secure and maintain in full force during the term of this Agreement, all licenses, permits, approvals, authorizations, registrations and certificates, if any, required by Applicable Laws in connection with the performance of its obligations hereunder. At Purchaser’s request, Vendor shall provide to Purchaser copies of any or all such licenses, permits, approvals, authorizations, registrations and certificates. 10.2 Purchaser has taken all required governmental action to authorize its execution of this Agreement and there is no governmental or legal impediment against Purchaser’s execution of this Agreement or performance of its obligations hereunder. ARTICLE 11 – PUBLICITY / CONFIDENTIALITY/ INTELLECTUAL PROPERTY AND LICENSING 11.1 No news releases, public announcements, advertising materials, or confirmation of same, concerning any part of this Agreement or any Purchase Order issued hereunder shall be issued or made without the prior written approval of the Parties. Neither Party shall in any advertising, sales materials or in any other way use any of the names or logos of the other Party without the prior written approval of the other Party. 11.2 Any knowledge or information which Vendor or any of its affiliates shall have disclosed or may hereafter disclose to Purchaser, and which in any way relates to the Products and Services covered by this Agreement shall not, unless otherwise designated by Vendor, be deemed to be confidential or proprietary information, and shall be acquired by Purchaser, free from any restrictions, as part of the consideration for this Agreement. 11.3 Purchaser hereby agrees and acknowledges that Vendor (USDD) owns all rights, title, and interest in and to the Intellectual Property. Purchaser agrees to not remove, obscure, or alter USDD’s or any third party’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through USDD’s products. Nothing herein shall be deemed to give, transfer, or convey to Purchaser any rights in the Intellectual Property other than the license to use the Software, as set forth below. 11.4 At all times that Purchaser is in compliance with the terms of this MPA and any applicable EUAA, Purchaser shall have a non-exclusive, non-transferable, fully paid license to use the Software in conjunction with the Products and Services. DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 8 ARTICLE 12 - RIGHT TO AUDIT Subject to Vendor’s reasonable security and confidentiality procedures, Purchaser, or any third party retained by Purchaser, may at any time upon prior reasonable notice to Vendor, during normal business hours, audit the books, records and accounts of Vendor to the extent that such books, records and accounts pertain to sale of any Products and Services hereunder or otherwise relate to the performance of this Agreement by Vendor. Vendor shall maintain all such books, records and accounts for a period of at least three (3) years after the date of expiration or termination of this Agreement. The Purchaser’s right to audit under this Article 12 and Purchaser’s rights hereunder shall survive the expiration or termination of this Agreement for a period of three (3) years after the date of such expiration or termination. ARTICLE 13 - REMEDIES Except as otherwise provided herein, any right or remedy of Vendor or Purchaser set forth in this Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser shall have all rights and remedies under Applicable Law, including without limitation, equitable relief. The provisions of this Article shall survive the expiration or termination of this Agreement. ARTICLE 14 - RELATIONSHIP OF PARTIES Vendor is an independent contractor and is not an agent, servant, employee, legal representative, partner or joint venture of Purchaser. Nothing herein shall be deemed or construed as creating a joint venture or partnership between Vendor and Purchaser. Neither Party has the power or authority to bind or commit the other. ARTICLE 15 - NOTICES All notices required or permitted to be given or made in this Agreement shall be in writing. Such notice(s) shall be deemed to be duly given or made if delivered by hand, by certified or registered mail or by nationally recognized overnight courier to the address specified below: If to Lead Contracting Agency: LEAGUE OF OREGON CITIES 1201 Court St. NE Suite 200 Salem OR 97301 ATTN: Jamie Johnson-Davis Email: rfp@ORCities.org If to Vendor: US DIGITAL DESIGNS, INC. 1835 E. Sixth Street Suite 27 Tempe AZ 85281 ATTN: Erik Hanson Email: ehanson@usdd.com DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 9 Either Party may change its notice address by giving the other Party written notice of such change in the manner specified above. ARTICLE 16 - FORCE MAJEURE Except for Purchaser’s obligation to pay for Products and Services delivered, delay in performance or non-performance of any obligation contained herein shall be excused to the extent such failure or non-performance is caused by force majeure. For purposes of this Agreement, “force majeure” shall mean any cause or agency preventing performance of an obligation which is beyond the reasonable control of either Party hereto, including without limitation, fire, flood, sabotage, shipwreck, embargo, strike, explosion, labor trouble, accident, riot, acts of governmental authority (including, without limitation, acts based on laws or regulations now in existence as well as those enacted in the future), acts of nature, and delays or failure in obtaining raw materials, supplies or transportation. A Party affected by force majeure shall promptly provide notice to the other, explaining the nature and expected duration thereof, and shall act diligently to remedy the interruption or delay if it is reasonably capable of being remedied. In the event of a force majeure situation, deliveries or acceptance of deliveries that have been suspended shall not be required to be made upon the resumption of performance. ARTICLE 17 - WAIVER No delay or failure by either Party to exercise any right, remedy or power herein shall impair such Party’s right to exercise such right, remedy or power or be construed to be a waiver of any default or an acquiescence therein; and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise thereof or the exercise of any other right, remedy or power. No waiver hereunder shall be valid unless set forth in writing executed by the waiving Party and then only to the extent expressly set forth in such writing. ARTICLE 18 - PARTIES BOUND; ASSIGNMENT This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns of the Parties hereto, but it may not be assigned in whole or in part by Vendor without prior written notice to Purchaser which shall not be unreasonably withheld or delayed. ARTICLE 19 - SEVERABILITY To the extent possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under Applicable Law. If any provision of this Agreement is declared invalid or unenforceable, by judicial determination or otherwise, such provision shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties shall be construed and enforced accordingly. ARTICLE 20 - INCORPORATION; ENTIRE AGREEMENT 20.1 All the provisions of the Attachments hereto are hereby incorporated herein and made a part of this Agreement. In the event of any apparent conflict between any provision set forth in the main body of this Agreement and any provision set forth in the Attachments, including the RFP and/or Vendor’s Proposal, the provisions shall be interpreted, to the extent possible, as if they do not conflict. If such an interpretation is not possible, the provisions set forth in the main body of this Agreement shall control. DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 10 20.2 This Agreement (including Attachments and Contract Documents hereto) constitutes the entire Agreement of the Parties relating to the subject matter hereof and supersedes any and all prior written and oral agreements or understandings relating to such subject matter. ARTICLE 21 - HEADINGS Headings used in this Agreement are for convenience of reference only and shall in no way be used to construe or limit the provisions set forth in this Agreement. ARTICLE 22 - MODIFICATIONS This Agreement may be modified or amended only in writing executed by Vendor and the Lead Contracting Agency. The Lead Contracting Agency and each Participating Agency contracting hereunder acknowledge and agree that any agreement entered into in connection with any Purchase Order hereunder shall constitute a modification of this Agreement as between the Vendor and the Participating Agency. Any modification of this Agreement as between Vendor and any Participating Agency shall not be deemed a modification of this Agreement for the benefit of the Lead Contracting Agency or any other Participating Agency. ARTICLE 23 - GOVERNING LAW This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon or in the case of a Participating Agency’s use of this Agreement, the laws of the State in which the Participating Agency exists, without regard to its choice of law provisions. ARTICLE 24 - COUNTERPARTS This Agreement may be executed in counterparts all of which together shall constitute one and the same Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year last written below. PURCHASER: Signature: ____________________________________ Printed Name: Title: ____________________________________________ LEAGUE OF OREGON CITIES Dated: ____________________________ VENDOR: DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 6/2/2020 Mike Cully Executive Director 11 Signature: ______________________________ Printed Name: Title: _____________________________ US Digital Designs, Inc. Dated: ____________________________ DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A VP - General Manager Dominic Magnoni 6/2/2020 12 ATTACHMENT A to Master Price Agreement by and between VENDOR and PURCHASER. PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES The following is the catalog pricing and a fixed 10% discount pricing provided by USDD under this Response. The pricing is derived from USDD’s latest catalog pricing (March 2020): DISPATCH SYSTEM INTERFACES Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE Radio System Interface (Full Console Interface) - Requires (owner-furbished) dedicated console, specifically and solely tasked for Station Alerting) RSI-P $ 13,650.00 10% $ 12,285.00 CAD Interface - TBD (USDD-side Only - Customer responsibility to discuss CAD-side costs (if any) with their vendor) CADI-P $ 11,950.00 10% $ 10,755.00 DISPATCH SYSTEM COMPONENTS Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE G2 Communications Gateway Pair (Hardware for CAD interface) 2@1RU each (2RU Total) G2-GW $ 10,425.00 10% $ 9,382.50 G2 Gateway Audio Radio Interface (GaRi) - Kitted with Flange-Mount, Rack-Mount Adapter Available if needed GaRI2 $ 2,450.00 10% $ 2,205.00 Rack-Mount Adapter Plate - Mounts (up to) 2 GaRI2s in 19" Rack GaRI2-RMP $ 52.00 10% $ 46.80 G2 HDTV REMOTE Module (TV & Electrical Outlet by Others) TVR $ 975.00 10% $ 877.50 G2 Light Tower Interface LTI $ 575.00 10% $ 517.50 DISPATCH SYSTEM SERVICES Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE Gateway Configuration & Modifications GW-CM $ 310.00 10% $ 279.00 Gateway Installation / On-Site BY USDD (with direct coordinated assistance by authorized customer CAD, Radio & IT personnel) GW-I-O $ 875.00 10% $ 787.50 DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 13 Gateway Installation / BY CUSTOMER (with REMOTE ASSISTANCE by USDD Personnel) GW-I-C $ 325.00 10% $ 292.50 Gateway Start-Up / On-Site BY USDD (with direct coordinated assistance by authorized customer CAD, Radio & IT personnel) GW-SU-O $ 5,925.00 10% $ 5,391.75 Gateway Project Management GW-PM $ - 10% $ - Training - System Administrator / Dispatch Supervisor - On-Site (4 Hours) TRA-DIS-O $ 4,025.00 10% $ 3,622.50 Training - System Administrator / Dispatch Supervisor - Remote Refresh (4 Hours) TRA-DIS-R $ 1,200.00 10% $ 1,080.00 Training - Station-Level Configuration and Equipment Usage - On-Site (4 Hours) TRA-STA-O $ 4,025.00 10% $ 3,622.50 Training - Station-Level Configuration and Equipment Usage - Remote Refresh (4 Hours) TRA-STA-R $ 1,200.00 10% $ 1,080.00 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non-certified contractor) TRA-IC-O $ 5,325.00 10% $ 4,792.50 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non-certified contractor) TRA-IC-AZ $ 2,725.00 10% $ 2,452.50 DISPATCH MOBILE ALERTING APP LICENSES Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE G2 MOBILE FSAS APP - Single Device License / Per Year Cost ($9.00 / $8.10 per Month) APP-DLA $ 108.00 10% $ 97.20 DISPATCH MAPPING COMPONENTS Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 14 G2 FSA Mapping Server (Hardware for mapping interface) 1@2RU ONLY NEED TO INCLUDE IF YOU DO NOT WISH USDD TO HOST. Would contain only your data / Accessible only to your system. MAP-CUS $ 4,625.00 10% $ 4,162.50 DISPATCH MAPPING SERVICES Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE G2 FSA Mapping Server - Yearly Hosting Cost (Cloud/USDD Hosted) Using National Street Data we provide, as-is MAP-CLD $ 1,540.00 10% $ 1,386.00 System Configuration and Modification for Mapping MAP-CM $ 310.00 10% $ 279.00 Customer-Hosted Mapping Server Configuration and Start-up MAP-CSU-O $ 5,925.00 10% $ 5,332.50 Mapping Gateway Project Management MAP-PM $ 415.00 10% $ 373.50 Training - Mapping Service - On-Site (4 Hours) MAP-TRN-O $ 4,025.00 10% $ 3,622.50 Training - Mapping Services - At Arizona Training Center MAP-TRN-AZ $ 1,600.00 10% $ 1,440.00 Training - Mapping Services - Remote Refresh (4 Hours) MAP-TRN-R $ 1,200.00 10% $ 1,080.00 DISPATCH SYSTEM WARRANTY & SUPPORT Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS DISPATCH SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ - 10% $0.00 DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 15 [STANDARD] EACH ADDITIONAL YEAR (12-Months) WARRANTY & SUPPORT FOR THIS DISPATCH SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ - 10% $ - LEGANCY SYSTEM MODERIZATION & EXPANSION COMPONENTS (to upgrade/update/expand previously-installed, existing systems) Description Part No. US List Unit DISCOUNT OFF LIST LOC PRICE Mixer - G2 Power, Audio & Ethernet (24 devices) - Version 2 MIXR-IP $ 1,440.00 10% $ 1,296.00 Power Supply, Phoenix G2 System, 48 Vdc, 1200 VA plus 12 Vdc output for Station Radio PS-G248p12v2 $ 2,105.00 10% $ 1,894.50 UPS - Rack Mount (1500VA) (Each ATX Needs x1/ Each Mixer Needs x1) UPS-RM $ 1,100.00 10% $ 990.00 Ethernet Switch, Rack Mount, 26-port Gigabit Smart Switch SRW226G4 $ 540.00 10% $ 486.00 CONTROL MODULE for 70V AUDIO Systems. Includes (1) P.O.E. I/O Remote Peripheral, 70v audio switching adapters and mounting system for (4) audio circuits. IOR-70V-SW4-V1 $ 1,550.00 10% $ 1,395.00 CONTROL MODULE for 70V AUDIO Systems. Includes (2) P.O.E. I/O Remote Peripheral, 70v audio switching adapters and mounting system for (8) audio circuits. IOR_70V-SW8-V1 $ 3,100.00 10% $ 2,790.00 STATION SYSTEM SERVICE PARTS Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE ATX Mother Board - Replacement for Damaged or EOL Original ATX-MBR $ 8,010.00 10% $ 7,209.00 G2 Station Controller Software Upgrade - to ATX Station Controller G2-SCSU $ 10,800.00 10% $ 9,720.00 ATX Network Switch (non-PoE) - 16-Port 10/100 - Replacement for Damaged or EOL Original Only ATX-NSR $ 320.00 10% $ 288.00 ATX TouchPanel Computer - Replacement for Damaged or EOL Original (ships with new door assembly) ATX-TPR $ 6,875.00 10% $ 6,187.50 DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 16 STATION SYSTEM LICENSES Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE G2 VOICEALERT - Single Station License. VA $ 1,030.00 10% $ 927.00 G2 MOBILE FSAS APP - Single Device License. G2-APP-DLI $ 108.00 10% $ 97.20 STATION SYSTEM CONTROL COMPONENTS Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 21,750.00 10% $ 19,575.00 G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. EXP $ 7,325.00 10% $ 6,592.50 Rack Mount Ears for ATX or EXP ATX-E $ 54.00 10% $ 48.60 Base Plate for ATX or EXP ATX-P $ 54.00 10% $ 48.60 ATX UPS, Standard UPS-STD $ 923.00 10% $ 830.70 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 57.00 10% $ 51.30 STATION SYSTEM PERIPHERAL COMPONENTS Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE Audio Amplifier, External, Standard AMP $ 987.00 10% $ 888.30 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 66.00 10% $ 59.40 G2 COLOR INDICATOR REMOTE Module - Up to 8 unique colors CIR $ 725.00 10% $ 652.50 G2 HDTV REMOTE Module (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability) TVR $ 975.00 10% $ 877.50 Flat Panel Monitor / Smart HDTV 40-43" (Electrical Outlet/Provision By Others; C.E.C. control subject to TV ability) FP-43 $ 1,377.57 10% $ 1,239.81 Flat Panel/TV Mount - Universal 23"-46" Tilt FPM-U $ 107.86 10% $ 97.07 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $ 1,275.00 10% $ 1,147.50 Push Button, Standard (Black) PB-B $ 110.00 10% $ 99.00 Push Button, Emergency (Red) PB-R $ 110.00 10% $ 99.00 DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 17 G2 MESSAGE REMOTE 2 Module (2017 Version 2) MR2 $ 1,275.00 10% $ 1,147.50 G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12" Active Screen Width / Turn Out Timing ONLY MS-G-M $ 915.00 10% $ 823.50 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 10% $ 945.00 G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36" Active Screen Width MS-G-E $ 1,575.00 10% $ 1,417.50 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS-G-S (or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-S $ 38.00 10% $ 34.20 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS-G -S(or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-D $ 49.00 10% $ 44.10 MS-G Hanger Kit. Hangs single or double (back-to-back) Message Signs (Gamma Version) from Ceiling. Includes both suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange Mounts. MS-HK $ 73.00 10% $ 65.70 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 287.00 10% $ 258.30 G2 ROOM REMOTE 2 Module / 2017 version 2 RR2 $ 2,025.00 10% $ 1,822.50 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $ 46.00 10% $ 41.40 RR2 Surface Mount Box, for SURFACE MOUNT (hard wall) installation. Three (3) 3/4" conduit knock-outs. RR2-SMB $ 175.00 10% $ 157.50 G2 SPEAKER - LED Illuminated - FLUSH Mount, 70v SPK-LED-FM $ 325.00 10% $ 292.50 G2 SPEAKER - LED Illuminated - SURFACE Mount (Metal Box), 70v SPK-LED-SM $ 325.00 10% $ 292.50 G2 SPEAKER - OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high Vocal Intelligibility in large open indoor areas and with High-Intensity LED Strobe Light Arrays - includes Cable Hanging Kit (typically requires MR2 for power/signal/control) SPK-OAS $ 815.00 10% $ 733.50 SPK-OAS/OmniStrobe Mounting Bracket / BEAM FLANGE CLIP- for mounting directly onto an exposed (1/8-14") I-Beam SPK-OAS-BFC $ 13.00 10% $ 11.70 SPK-OAS/OmniStrobe Mounting Bracket /DROP CEILING BRACKET- for mounting directly to T-Bar in Suspended Ceiling SPK-OAS-DCB $ 48.00 10% $ 43.20 SPK-OAS/OmniStrobe Mounting Bracket / SURFACE MOUNT - for mounting directly to hard ceiling SPK-OAS-SMB $ 42.00 10% $ 37.80 DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 18 SPEAKER - STANDARD, FLUSH Mount, 70v SPK-STD-FM $ 85.00 10% $ 76.50 SPEAKER - STANDARD, SURFACE Mount (Metal Box), 70v SPK-STD-SM $ 85.00 10% $ 76.50 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 310.00 10% $ 279.00 G2 Strobe Light / Red LED STR $ 550.00 10% $ 495.00 Transformer, 8ohm to 70V, External XFMR $ 53.00 10% $ 47.70 VIDEO DOOR STATION - Doorbell & Camera that ties into G2 FSAS (HDTV Remote) - Includes Power Injector VDS $ 1,700.00 10% $ 1,530.00 STATION SYSTEM SERVICES Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE Station Installation (Estimate Only - Pending final authorized system design submission to G2 Trained/Certified Contractor for installation quote to include in final turnkey project pricing) ST-INST $ - 10% $ - Station Remediation (Removal and Disposal of Legacy Equipment Not currently Assumed or Included, nor is any related Remediation to Paint, Drywall, etc.) ST-INST $ - 10% $ - Station Configuration & Start-Up ST-SU $ - 10% $ - Station Project Management ST-PM $ - 10% $ - Station Engineering / Design Services ST-ES $ - 10% $ - Station Documentation ST-DM $ - 10% $ - Station Training - Configuration and Equipment. On-Site @ Station. 4 Hours, 1 Visit. (for Technical Services Staff) TRA-UT-O $ 4,025.00 10% $ 3,622.50 Station Training - User/Technician / Remote Refresh (2 Hours) TRA-UT-R $ 600.00 10% $ 540.00 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if requied to use non-certified contractor) TRA-IC-O $ 5,325.00 10% $ 4,792.50 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non-certified contractor) TRA-IC-AZ $ 2,725.00 10% $ 2,452.50 DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 19 STATION SYSTEM WARRANTY & SUPPORT Description Part No. US LIST PRICE DISCOUNT OFF LIST LOC PRICE [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ - 10% $ - [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ - 10% $ - Pricing contained in this Attachment A shall be extended to all NPPGov members upon execution of the Intergovernmental Agreement. Participating Agencies may purchase from Vendor’s authorized dealers and distributors, as applicable, provided the pricing and terms of this Agreement are extended to Participating Agencies by such dealers and distributors. Vendor’s authorized dealers and distributors, as applicable, are identified in a [list, link found at http:], as may be updated from time to time. [ A current list may be obtained from Vendor.] DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 20 ATTACHMENT B to Master Price Agreement by and between VENDOR and PURCHASER. ADDITIONAL SELLER WARRANTIES To the extent possible, Vendor will make available all warranties from third party manufacturers of Products not manufactured by Vendor, as well as any warranties identified in this Agreement and Vendor’s Proposal. DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 21 ATTACHMENT C to Master Price Agreement by and between VENDOR and PURCHASER. PARTICIPATING AGENCIES The Lead Contracting Agency in cooperation with National Purchasing Partners (NPPGov) entered into this Agreement on behalf of other government agencies that desire to access this Agreement to purchase Products and Services. Vendor must work directly with any Participating Agency concerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing, and payment. The Lead Contracting Agency shall not be held liable for any costs, damages, etc., incurred by any Participating Agency. Any subsequent contract entered into between Vendor and any Participating Agency shall be construed to be in accordance with and governed by the laws of the State in which the Participating Agency exists. Each Participating Agency is directed to execute an Intergovernmental Cooperative Purchasing Agreement (“IGA”), as set forth on the NPPGov web site, www.nppgov.com. The IGA allows the Participating Agency to purchase Products and Services from the Vendor in accordance with each Participating Agency’s legal requirements as if it were the “Purchaser” hereunder. DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 22 ATTACHMENT D to Master Price Agreement by and between VENDOR and PURCHASER. Vendor’s Proposal (The Vendor’s Proposal is not attached hereto.) (The Vendor’s Proposal is incorporated by reference herein.) DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 23 ATTACHMENT E to Master Price Agreement by and between VENDOR and PURCHASER. Purchaser’s Request for Proposal (The Purchaser’s Request for Proposal is not attached hereto.) (The Purchaser’s Request for Proposal is incorporated by reference herein.) DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A 24 ATTACHMENT F to Master Price Agreement by and between VENDOR and PURCHASER. ADDITIONAL VENDOR TERMS OF PURCHASE, IF ANY. DocuSign Envelope ID: 04DEFD12-C26D-4B3F-81D4-C0D4EBD2193A Certificate Of Completion Envelope Id: 04DEFD12C26D4B3F81D4C0D4EBD2193A Status: Completed Subject: Please DocuSign: MPA 2020 Between LOC and US Digital - MS FINAL V2.pdf Source Envelope: Document Pages: 24 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Bill DeMars AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 1100 Olive Way Suite 1020 Seattle, WA 98101 bill.demars@nppgov.com IP Address: 24.16.218.197 Record Tracking Status: Original 6/2/2020 2:02:57 PM Holder: Bill DeMars bill.demars@nppgov.com Location: DocuSign Signer Events Signature Timestamp Dominic Magnoni dmagnoni@usdd.com VP - General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 24.250.118.109 Sent: 6/2/2020 2:08:17 PM Viewed: 6/2/2020 2:21:32 PM Signed: 6/2/2020 2:21:48 PM Electronic Record and Signature Disclosure: Accepted: 6/2/2020 2:21:32 PM ID: b9c395fc-1f9f-434e-a1d6-7e4263b2ca29 Mike Cully mcully@orcities.org Executive Director Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 71.63.237.219 Sent: 6/2/2020 2:08:17 PM Resent: 6/2/2020 2:21:51 PM Viewed: 6/2/2020 2:35:36 PM Signed: 6/2/2020 2:35:52 PM Electronic Record and Signature Disclosure: Accepted: 6/2/2020 2:35:36 PM ID: 4e158c3c-bc36-43e3-865d-b3609ff6b081 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/2/2020 2:21:51 PM Certified Delivered Security Checked 6/2/2020 2:35:36 PM Signing Complete Security Checked 6/2/2020 2:35:52 PM Completed Security Checked 6/2/2020 2:35:52 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, National Purchasing Partners (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify National Purchasing Partners as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by National Purchasing Partners during the course of my relationship with you. First Amendment to Master Price Agreement for Public Safety Software Solutions, Data Collection, Storage and Utilization Amend Attachment A in its Entirety This Amendment to the Master Price Agreement is entered into this 8TH day of June 2022 by LEAGUE OF OREGON CITIES LOC (“Purchaser”) and US DIGITAL DESIGNS, INC. (“Vendor”) based upon the sales and/or service of Public Safety Software Solutions, Data Collection, Storage and Utilization. RECITALS WHEREAS, Purchaser and Vendor entered into a Master Price Agreement numbered PS20350 on or about June 2, 2020 and by this reference incorporated herein; and WHEREAS, Vendor desires to amend in its entirety Attachment A as permitted under the terms of the Master Price Agreement; and WHEREAS, Vendor has provided notice, on or about June 1, 2022, to amend in its entirety Attachment A of the Master Price Agreement; and WHEREAS, Purchaser and Vendor desire that the Master Price Agreement shall be amended in part to reflect all of the changes to Attachment A. NOW, THEREFORE, Purchaser and Vendor enter into the following: DocuSign Envelope ID: CF917C01-217C-4713-8314-D788DFA36ABC AMENDMENT TO MASTER PRICE AGREEMENT 1. Amend in Entirety. Attachment A to the Master Price Agreement shall be amended in its entirety to reflect the following: ATTACHMENT A to Master Price Agreement by and between VENDOR and PURCHASER. PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES The following is the catalog pricing and a fixed 10% discount pricing provided by USDD under the Contract. The pricing is derived from USDD’s latest catalog pricing (June 1, 2022) DISPATCH LEVEL SYSTEM Product /Service Description Part No USDD List Discoun t LOC Price Radio System Interface (Full Console Interface) – To L3Harris SYMPHONY (Requires Applications Server (DA2) and owner-furnished, dedicated, console – specifically and solely tasked for Station Alerting) RSI- SYMP $13,650.00 10% $12,285.00 Radio System Interface (Full Console Interface) – To L3Harris MAESTRO (Requires owner-furnished, dedicated, console – specifically and solely tasked for Station Alerting) RSI- MAES $13,650.00 10% $12,285.00 Radio System Interface (Full Console Interface) – To Motorola MCC7500 (Requires owner-furnished, dedicated, console – specifically and solely tasked for Station Alerting) RSI- MCC7 $13,650.00 10% $12,285.00 CAD Interface – TBD (USDD-side Only – Customer responsibility to discuss CAD-side costs (if any) with their vendor) CADI-P $14,25000 10% $12,825.00 G2 Communications Gateway Pair (Hardware for CAD interface) 2@1RU each (2RU Total) G2-GW $10,425.00 10% $9,382.50 G2 Communications Gateway – VMWare Virtual (Software for Controller with Install Assistance) G2-VM $10,425.00 10% $9,382.50 G2 Gateway Audio Radio Interface (Garib) – Kitted with Flange-Mount, Rack-Mount Adapter Available if needed GaRI2 $2,450.00 10% $2,205.00 Rack-Mount Adapter Plate – Mounts (up to) 2 GaRI2s in 19” Rack GaRI2- RMP $65.00 10% $58.50 G2 TV REMOTE Module, For Dispatch-Level Information (TV & Electrical Outlet by Others) TVR-D $975.00 10% $877.50 G2 Light Tower Interface LTI $675.00 10% $607.50 Training – System Administrator / Dispatch Supervisor – On-Site (4 Hours) TRA-DIS- O $4,425.00 10% $3,982.50 Training – System Administrator / Dispatch Supervisor - @ USDD HQ (4 Hours) TRA-DIS- AZ $1,550.00 10% $1,395.00 Training – System Administrator / Dispatch Supervisor – Remote Refresh (4 Hours) TRA-DIS- R $1,3250.00 10% $1,192.50 Training – Station-Level Configuration and Equipment Usage – On-Site (4 Hours) TRA-STA- O $4,425.00 10% $3,982.50 DocuSign Envelope ID: CF917C01-217C-4713-8314-D788DFA36ABC 3 Training – Station-Level Configuration and Equipment Usage - @ USDD AZ-HQ (4 Hours) TRA-STA- AZ $1,550.00 10% $1,395.00 Training – Station-Level Configuration and Equipment Usage – Remote Refresh (4 Hours) TRA-STA- R $1,325.00 10% $1,192.50 Training – Installation Contractor – On-Site / USDD G2 Certification / 8 Hours (TBD – only needed if required to use non-certified contractor) TRA-IC-O $6,125.00 10% $5,512.50 Training – Installation Contractor – At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD – only needed if required to use non-certified contractor) TRA-IC- AZ $3,125.00 10% $2,812.50 STATION LEVEL SYSTEM RETROFIT COMPONENTS (Integration into Legacy Systems and Legacy Conversion Mixer – G2 Power, Audio & Ethernet (24 devices) – Version 2 MIX4-IP $1,825.00 10% $1,642.50 Power Supply, Phoenix G2 System, 48 Vdc, 1200 VA plus 12 Vdc output for Station Radio PS-G248p v2 $2,150.00 10% $1,935.00 Ethernet Switch, Rack Mount, 26-port Gigabit Smart Switch SRW22 G4 $550.00 10% $495.00 UPS – Rack Mount (1500VA) (Each ATX Needs x1/ Each Mixer Needs x1) UPS-RM $1,150.00 10% $1,035.00 CONTROL MODULE for 70V AUDIO Systems. Includes (1) P.O.E. I/O Remote Peripheral, 70v audio switching adapters and mounting system for (4) audio circuits. IOR-70V- SW4-V1 $1,850.00 10% $1,665.00 CONTROL MODULE for 70V AUDIO Systems. Includes (2) P.O.E. I/O Remote Peripheral, 70v audio switching adapters and mounting system for (8) audio circuits. IOR_70V- SW8-V1 $3,650.00 10% $3,285.00 XX SPECIAL SYSTEM COMPONENTS & PRODUCTS (for replacement of damaged original parts / Critical Updates Only) 90-DAY WARRANTY ATX Mother Board – Replacement for Damaged or EOL Original ATX- MBR $8,250.00 10% $7,425.00 G2 Station Controller Software Upgrade – to ATX Station Controller G2-SCSU $10,800.00 10% $9,720.00 ATX Network Switch (non-PoE) – 16-Port 10/100 – Replacement for Damaged or EOL Original Only ATX-NSR $365.00 10% $328.50 ATX Network Switch (non-PoE) – 16-Port 10/100 – Replacement for Damaged or EOL Original Only ATX-TPR $6,875.00 10% $6,187.50 STATION SYSTEM LICENSES G2 VOICEALERT - Single Station License VA $1,030.00 10% $927.00 STATION SYSTEM CONTROLLER G2 ATX STATION CONTROLLER – Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $21,750.00 10% $19,575.00 G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. EXP $7,325.00 10% $6,592.50 Rack Mount Ears for ATX or EXP ATX-E $64.00 10% $57.60 Base Plate for ATX or EXP ATX-P $64.00 10% $57.60 ATX UPS, Standard UPS-STD $923.00 10% $830.70 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $65.00 10% $57.60 STATION SYSTEM PERIPHERAL COMPONENTS DocuSign Envelope ID: CF917C01-217C-4713-8314-D788DFA36ABC 4 Audio Amplifier, External, Standard AMP $987.00 10% $888.30 Shelf, Under Table or Wall Mount, for 1U ½ Rack AMP-S $76.00 10% $68.40 G2 COLOR INDICATOR REMOTE Module – Up to 8 unique colors CIR 825.00 10% $742.50 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $1,3750.00 10% $1,237.50 Push Button, Standard (Black) PB-B $110.00 10% $99.00 Push Button, Emergency (Red) PB-R $110.00 10% $99.00 G2 LOCAL ALERTING REMOTE Module – Gives ability to trigger the local G2 FSA System when a connection to a dispatch-level system is not available. Requires ATX PoE or PoE Injector. LAR $2,025.00 10% $1,822.50 POE INJECTOR – Provides local 48vdc power to specific USDD peripheral components POI-INJ-1 $390.00 10% $351.00 G2 MESSAGE REMOTE 2 Module (2017 Version 2) MR2 $1,425.00 10% $1,282.50 G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12” Active Screen Width / Turn Out Timing ONLY MS-G-M $915.00 10% $823.50 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24” Active Screen Width MS-G-S $1,050.00 10% $945.00 G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36” Active Screen Width MS-G-E $1,575.00 10% $1,417.50 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS- G-S (or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-S $55.00 10% $49.50 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS- G -S(or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-D $65.00 10% $58,50 MS-G Hanger Kit. Hangs single or double (back-to-back) Message Signs (Gamma Version) from Ceiling. Includes both suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange Mounts. MS-HK $73.00 10% $65.70 MS Mount – Articulating, Long reach MS-MNT- ART-L $325.00 10% $292.50 G2 ROOM REMOTE 2 Module / 2017 version 2 RR2 $2,025.00 10% $1,822.50 G2 REMOTE USER INTERFACE Module – Extends ATX’s TouchScreen User Interface into alternative area of same building. RUI $2,025.00 10% $1,822.50 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $75.00 10% $67.50 RR2 Surface Mount Box, for SURFACE MOUNT (hard wall) installation. Three (3) ¾” conduit knock-outs. RR2-SMB $175.00 10% $157.50 G2 SPEAKER – LED Illuminated – FLUSH Mount, 70v SPK-LED- FM $325.00 10% $292.50 G2 SPEAKER – LED Illuminated – SURFACE Mount (Metal Box), 70v SPK-LED- SM $325.00 10% $292.50 G2 SPEAKER – OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high Vocal Intelligibility in large open indoor areas and with High-Intensity LED Strobe Light Arrays – includes Cable Hanging Kit (typically requires MR2 for power/signal/control) SPK-OAS $875.00 10% $787.50 SPK-OAS/OmniStrobe Mounting Bracket / BEAM FLANGE CLIP- for mounting directly onto an exposed (1/8-14”) I-Beam SPK-OAS- BFC $23.00 10% $20.70 SPK-OAS/OmniStrobe Mounting Bracket /DROP CEILING BRACKET- for mounting directly to T-Bar in Suspended Ceiling SPK-OAS- DCB $55.00 10% $49.50 DocuSign Envelope ID: CF917C01-217C-4713-8314-D788DFA36ABC 5 SPK-OAS/OmniStrobe Mounting Bracket / SURFACE MOUNT – for mounting directly to hard ceiling SPK-OAS- SMB $55.00 10% $49.50 SPEAKER – STANDARD, FLUSH Mount, 70v SPK-STD- FM $105.00 10% $94.50 SPEAKER – STANDARD, SURFACE Mount (Metal Box), 70v SPK-STD- SM $105.00 10% $76.50 SPEAKER – APP BAY/OUTDOOR – Weatherized, Surface Mount, 70v SPK-W- SM $325.00 10% $292.50 G2 Strobe Light / Red LED STR $575.00 10% $517.50 G2 TV REMOTE Module – For Station-Level Information (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability) TVR-S $975.00 10% $877.50 Flat Panel Monitor / Smart HDTV 40-43” (Electrical Outlet/Provision By Others; C.E.C. control subject to TV ability) FP-43 $1,100.00 10% $999.00 Flat Panel/TV Mount – Universal 23”-46” Tilt FPM-U $115.00 10% $103.50 Transformer, 8ohm to 70V, External XFMR $53.00 10% $47.70 VIDEO DOOR STATION – Doorbell & Camera that ties into G2 FSAS (HDTV Remote) – Includes Power Injector VDS $ 1,700.00 10% $1,530.00 Hourly Rates Description Cat. No. List Price Discount LOC Pricing Senior Software Engineer HR-SSE $325.00 10% $292.50 Software Engineer I HR-SE1 $310.00 10% $279.00 Field Training Representative HR-FTR $345.00 10% $310.00 Remote Training Representative HR-RTR $275.00 10% $247.50 Field Project Manager HR-FPM $275.00 10% $247.50 Remote Project Manager HR-RPM $225.00 10% $202.50 Service Technician HR-ST $165.00 10% $148.50 Integration Technician HR-IT $150.00 10% $135.00 OPTIONS Description Part No. List Price Discount LOC Pricing G2 FSA Applications Server (Hardware for mapping interface) 1@2RU ONLY NEED TO INCLUDE IF YOU DO NOT WISH USDD TO HOST. Would contain only your data / Accessible only to your system. APLS- SVR $ 4,625.00 10% $ 4,162.50 G2 MOBILE FSAS APP - Single Device License / Per Year Cost ($9.00 / $8.10 per Month) - for additional licenses over and above x24 provided with ATX Station Controller APP-DLA $ 108.00 10% $97.20 System Configuration and Modification for Applications Integrations APLS-CM $325.00 10% $292.50 Training - Application Services - On-Site (4 Hours) APLS- TRN- $4,425.00 10% $3,982.00 Training - Applications Services - At Arizona Training Center (4 Hours) APLS- TRN-AZ $1,550.00 10% $1,395.00 Training - Applications Services - Remote Refresh (4 Hours) APLS- TRN-R $1,325.00 10% $1,192.50 DocuSign Envelope ID: CF917C01-217C-4713-8314-D788DFA36ABC 6 2. Full Force and Effect. In each and every other respect, the terms of the Master Price Agreement, as amended, entered into between the parties on or about June 2, 2020 shall remain in full force and effect during the term of the agreement and the parties hereto hereby ratify said Master Price Agreement in its entirety, as if fully set out herein, along with the modifications identified herein. IN WITNESS WHEREOF, the parties have hereto signed this Amendment on the day and year first above written. LEAGUE OF OREGON CITIES _______________________________ Date _________________________ BY: ITS: US DIGITAL DESIGNS, INC. _______________________________ Date _________________________ BY: ITS: DocuSign Envelope ID: CF917C01-217C-4713-8314-D788DFA36ABC Sales Manager Erik Hanson June 10, 2022 | 3:12 PM PDT Patty Mulvihull Interim Executive Director June 9, 2022 | 10:36 PM PDT Electronic Record and Signature Disclosure Certificate Of Completion Envelope Id: CF917C01217C47138314D788DFA36ABC Status: Completed Subject: Please DocuSign: Amendment 1 MPA 2020 US DIGITAL DESIGN FINAL.pdf Source Envelope: Document Pages: 6 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Marshall Stiles AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 17930 International Boulevard Suite 900 SeaTac, WA 98188 marshall.stiles@mynpp.com IP Address: 67.161.98.88 Record Tracking Status: Original 6/8/2022 3:22:27 PM Holder: Marshall Stiles marshall.stiles@mynpp.com Location: DocuSign Signer Events Signature Timestamp Erik Hanson ehanson@usdd.com Sales Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to ehanson@usdd.com Using IP Address: 98.177.47.70 Sent: 6/8/2022 3:26:05 PM Viewed: 6/10/2022 3:09:18 PM Signed: 6/10/2022 3:12:48 PM Electronic Record and Signature Disclosure: Accepted: 6/10/2022 3:09:18 PM ID: 4cc10a13-80a8-4b27-8f6b-33624357391a Patty Mulvihull pmulvihill@orcities.org Interim Executive Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to pmulvihill@orcities.org Using IP Address: 65.152.168.162 Sent: 6/9/2022 1:34:20 PM Viewed: 6/9/2022 10:35:42 PM Signed: 6/9/2022 10:36:00 PM Electronic Record and Signature Disclosure: Accepted: 6/9/2022 10:35:42 PM ID: 4c22aa4d-0727-4804-9323-ff4c72862496 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Marshall Stiles marshall.stiles@mynpp.com Contract Administrator NPP & NPPGov Security Level: Email, Account Authentication (None) Using IP Address: 98.232.37.85 Viewed using mobile Sent: 6/10/2022 3:12:50 PM Viewed: 6/10/2022 3:21:16 PM Certified Delivery Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2022 3:26:05 PM Certified Delivered Security Checked 6/10/2022 3:21:16 PM Signing Complete Security Checked 6/9/2022 10:36:00 PM Completed Security Checked 6/10/2022 3:21:16 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, National Purchasing Partners (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 12/29/2020 5:54:29 AM Parties agreed to: Erik Hanson, Patty Mulvihull, Erik Hanson, Patty Mulvihull Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. 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Second Amendment to Master Price Agreement for Public Safety Software Solutions, Data Collection, Storage and Utilization Company Name Change This Amendment to the Master Price Agreement is entered into this 9th day of November 2022 by LEAGUE OF OREGON CITIES LOC (“Purchaser”) and HONEYWELL INTERNATIONAL, INC. (“Vendor”) based upon the sales and/or service of Public Safety Software Solutions, Data Collection, Storage and Utilization. RECITALS WHEREAS, Purchaser and Vendor entered into a Master Price Agreement numbered PS20350 on or about June 2, 2020 and by this reference incorporated herein; and WHEREAS, Purchaser and Vendor entered into the First Amendment to the Master Price Agreement on or about June 10, 2022, and by this reference incorporated herein; and WHEREAS, Vendor desires to change the company name US DIGITAL DESIGNS, INC. to HONEYWELL INTERNATIONAL, INC. as permitted under the terms of the Master Price Agreement; and WHEREAS, Vendor has provided notice, on or about November 8, 2022, that Vendor had acquired US DIGITAL DESIGNS, INC., and to update the company name to HONEYWELL INTERNATIONAL, INC. in the Master Price Agreement; and WHEREAS, Purchaser and Vendor desire that the Master Price Agreement shall be amended in part to reflect the company name change. NOW, THEREFORE, Purchaser and Vendor enter into the following: DocuSign Envelope ID: B7803907-593F-4B71-8DB2-9F5FF6AA2532 2 AMENDMENT TO MASTER PRICE AGREEMENT 1. Company Name Change. Any reference to US DIGITAL DESIGNS, INC. in the Master Price Agreement shall be updated to HONEYWELL INTERNATIONAL, INC. 2. Full Force and Effect. In each and every other respect, the terms of the Master Price Agreement, as amended, entered into between the parties on or about June 2, 2020, shall remain in full force and effect during the term of the agreement and the parties hereto hereby ratify said Master Price Agreement in its entirety, as if fully set out herein, along with the modifications identified herein. IN WITNESS WHEREOF, the parties have hereto signed this Amendment on the day and year first above written. LEAGUE OF OREGON CITIES _______________________________ Date _________________________ BY: ITS: HONEYWELL INTERNATIONAL, INC. _______________________________ Date _________________________ BY: ITS: DocuSign Envelope ID: B7803907-593F-4B71-8DB2-9F5FF6AA2532 November 9, 2022 | 3:20 PM PST General Manager Asim Akram, General Manaer November 10, 2022 | 1:02 PM PST Patty Mulvihull Interim Executive Director Certificate Of Completion Envelope Id: B7803907593F4B718DB29F5FF6AA2532 Status: Completed Subject: Complete with DocuSign: Amendment 2 MPA 2020 HONEYWELL FINAL.pdf Source Envelope: Document Pages: 2 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Marshall Stiles AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 17930 International Boulevard Suite 900 SeaTac, WA 98188 marshall.stiles@mynpp.com IP Address: 67.161.98.32 Record Tracking Status: Original 11/9/2022 12:43:58 PM Holder: Marshall Stiles marshall.stiles@mynpp.com Location: DocuSign Signer Events Signature Timestamp Asim Akram, General Manaer Asim.akram@honeywell.com General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 174.209.34.251 Signed using mobile Sent: 11/9/2022 3:19:46 PM Viewed: 11/9/2022 3:20:11 PM Signed: 11/9/2022 3:20:31 PM Electronic Record and Signature Disclosure: Accepted: 11/9/2022 3:20:11 PM ID: 30a4fa52-9ae4-4ec8-b6c9-c95f8f8ed9bc Patty Mulvihull pmulvihill@orcities.org Interim Executive Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 63.64.125.122 Sent: 11/10/2022 12:52:27 PM Viewed: 11/10/2022 1:02:13 PM Signed: 11/10/2022 1:02:25 PM Electronic Record and Signature Disclosure: Accepted: 11/10/2022 1:02:13 PM ID: 7a102c0b-6755-42b1-bfab-0162e0d91ae5 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Marshall Stiles marshall.stiles@mynpp.com Contract Administrator NPP & NPPGov Security Level: Email, Account Authentication (None) Using IP Address: 66.212.64.166 Sent: 11/9/2022 3:20:33 PM Viewed: 11/10/2022 12:52:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Maribeth Kascht maribeth.kascht@honeywell.com Security Level: Email, Account Authentication (None) Sent: 11/9/2022 3:19:47 PM Viewed: 11/10/2022 3:00:53 PM Electronic Record and Signature Disclosure: Accepted: 11/9/2022 3:17:31 PM ID: 1208446e-b0ba-4da3-8d1e-953c50a14e7c Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/9/2022 12:49:49 PM Certified Delivered Security Checked 11/10/2022 1:02:13 PM Signing Complete Security Checked 11/10/2022 1:02:25 PM Completed Security Checked 11/10/2022 1:02:25 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, National Purchasing Partners (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 12/29/2020 5:54:29 AM Parties agreed to: Asim Akram, General Manaer, Patty Mulvihull, Maribeth Kascht Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact National Purchasing Partners: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: marshall.stiles@mynpp.com To advise National Purchasing Partners of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at bruce.busch@mynpp.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from National Purchasing Partners To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to marshall.stiles@mynpp.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with National Purchasing Partners To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to marshall.stiles@mynpp.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify National Purchasing Partners as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by National Purchasing Partners during the course of your relationship with National Purchasing Partners. Third Amendment to Master Price Agreement for Public Safety Software Solutions, Data Collection, Storage and Utilization Amend Attachment A in its Entirety This Amendment to the Master Price Agreement is entered into this 17th day of February 2023 by LEAGUE OF OREGON CITIES LOC (“Purchaser”) and HONEYWELL INTERNATIONAL, INC. (“Vendor”) based upon the sales and/or service of Public Safety Software Solutions, Data Collection, Storage and Utilization. RECITALS WHEREAS, Purchaser and Vendor entered into a Master Price Agreement numbered PS20350 on or about June 2, 2020 and by this reference incorporated herein; and WHEREAS, Purchaser and Vendor entered into the First Amendment to the Master Price Agreement on or about June 10, 2022, and by this reference incorporated herein; and WHEREAS, Purchaser and Vendor entered into the Second Amendment to the Master Price Agreement on or about November 9, 2022, and by this reference incorporated herein; and WHEREAS, Vendor desires to amend the price list on Attachment A in its entirety as permitted under the terms of the Master Price Agreement; and WHEREAS, Vendor has provided notice, on or about February 17, 2023, to amend the price list on Attachment A in its entirety; and WHEREAS, Purchaser and Vendor desire that the Master Price Agreement shall be amended in part to reflect the new price list on Attachment A. NOW, THEREFORE, Purchaser and Vendor enter into the following: DocuSign Envelope ID: 7589463D-4EDA-4139-BC29-89DFDC8B6B4D 2 AMENDMENT TO MASTER PRICE AGREEMENT 1. Updated Price List. Attachment A to the Master Price Agreement shall be amended in its entirety to reflect the following price list: ATTACHMENT A to Master Price Agreement by and between VENDOR and PURCHASER. PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES DISPATCH LEVEL SYSTEM Product /Service Description Part No USDD List Discount LOC Price Radio System Interface (Full Console Interface) – To L3Harris SYMPHONY (Requires Applications Server (DA2) and owner-furnished, dedicated, console – specifically and solely tasked for Station Alerting) RSI-SYMP $13,650.00 10% $12,285.00 Radio System Interface (Full Console Interface) – To L3Harris MAESTRO (Requires owner- furnished, dedicated, console – specifically and solely tasked for Station Alerting) RSI-MAES $13,650.00 10% $12,285.00 Radio System Interface (Full Console Interface) – To Motorola MCC7500 (Requires owner-furnished, dedicated, console – specifically and solely tasked for Station Alerting) RSI-MCC7 $13,650.00 10% $12,285.00 CAD Interface – TBD (USDD-side Only – Customer responsibility to discuss CAD-side costs (if any) with their vendor) CADI-U $14,25000 10% $12,825.00 G2 Communications Gateway Pair (Hardware for CAD interface) 2@1RU each (2RU Total) G2-GW $10,425.00 10% $9,382.50 G2 Communications Gateway – VMWare Virtual (Software for Controller with Install Assistance) G2-VM $10,425.00 10% $9,382.50 G2 Gateway Audio Radio Interface (Gari2) – Kitted with Flange-Mount, Rack-Mount Adapter Available if needed GaRI-2 $2,450.00 10% $2,205.00 G2 TV REMOTE Module, For Dispatch-Level Information (TV & Electrical Outlet by Others) TVR-R $975.00 10% $877.50 G2 Light Tower Interface LTI $675.00 10% $607.50 DISPATCH SYSTEM SERVICES Gateway Configuration & Modifications GW-CM $325.00 10% $292.50 Gateway Installation / On-Site BY USDD (with direct coordinated assistance by authorized customer CAD, Radio IT personnel) Varies by Geographic location GW-I-O N/A TBD by Quote TBD by Quote Gateway Installation / BY CUSTOMER (with REMOTE ASSISTANCE BY USDD PERSONNEL GW-I-C $375.00 10% $337.50 Gateway Start-Up / On-Site BY USDD (with direct coordinated assistance by authorized customer CAD, Radio & IT personnel) GW-SU-O $5,925.00 10% $5,332.50 Gateway Start-Up / BY USDD (Remotely completed with direct coodinaed assistance by authorized customer CAD, Radio & IT Personnel GW-SU-R $2,650.00 10% $2,385.00 Gateway Project Management GW-PM N/A TBD by Quote TBD by Quote Training - System Administrator / Dispatch Supervisor - at AZ Training Facility (4 Hours) TRA-DIS-A $1,550.00 10% $1,395.00 DocuSign Envelope ID: 7589463D-4EDA-4139-BC29-89DFDC8B6B4D 3 Training - System Administrator / Dispatch Supervisor - On-Site (4 Hours) TRA-DIS-O $4,425.00 10% $3,982.50 Training - System Administrator / Dispatch Supervisor - Remote Refresh (4 Hours) TRA-DIS-R $1,325.00 10% $1,192.50 Training - Station-Level Configuration and Equipment Usage - On-Site (4 Hours) TRA-STA-O $4,425.00 10% $3,982.50 Training - Station-Level Configuration and Equipment Usage - Remote Refresh (4 Hours) TRA-STA-R $1,325.00 10% $1,192.50 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non-certified contractor) TRA-IC-AZ $3,125.00 10% $2,812.50 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non-certified contractor) TRA-IC-O $ 6,125.00 10% $5,512.50 STATION LEVEL SYSTEM RETROFIT COMPONENTS (Integration into Legacy Systems and Legacy Conversion Mixer – G2 Power, Audio & Ethernet (24 devices) – Version 2 MIX4-IP $1,825.00 10% $1,642.50 Power Supply, Phoenix G2 System, 48 Vdc, 1200 VA plus 12 Vdc output for Station Radio G2-PWR $2,150.00 10% $1,935.00 Ethernet Switch, Rack Mount, 26-port Gigabit Smart Switch G2-LAN $550.00 10% $495.00 UPS – Rack Mount (1500VA) (Each ATX Needs x1/ Each Mixer Needs x1) UPS-RM $1,150.00 10% $1,035.00 CONTROL MODULE for 70V AUDIO Systems. Includes (1) P.O.E. I/O Remote Peripheral, 70v audio switching adapters and mounting system for (4) audio circuits. IOR-4-70V $1,850.00 10% $1,665.00 CONTROL MODULE for 70V AUDIO Systems. Includes (2) P.O.E. I/O Remote Peripheral, 70v audio switching adapters and mounting system for (8) audio circuits. IOR-8-70V $3,650.00 10% $3,285.00 XX SPECIAL SYSTEM COMPONENTS & PRODUCTS (for replacement of damaged original parts / Critical Updates Only) 90-DAY WARRANTY ATX Mother Board – Replacement for Damaged or EOL Original USDD- 0103SE $8,250.00 10% $7,425.00 G2 Station Controller Software Upgrade – to ATX Station Controller G2-SCSU $10,800.00 10% $9,720.00 ATX Network Switch (non-PoE) – 16-Port 10/100 – Replacement for Damaged or EOL Original Only ATX-LAN $365.00 10% $328.50 ATX Network Switch (non-PoE) – 16-Port 10/100 – Replacement for Damaged or EOL Original Only ATX-TPC $6,875.00 10% $6,187.50 STATION SYSTEM LICENSES G2 VOICEALERT - Single Station License G2-VA $1,030.00 10% $927.00 STATION SYSTEM CONTROLLER G2 ATX STATION CONTROLLER – Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $21,750.00 10% $19,575.00 G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. ATX-EXP $7,325.00 10% $6,592.50 Rack Mount Ears for ATX or EXP ATX-E $64.00 10% $57.60 Base Plate for ATX or EXP ATX-P $64.00 10% $57.60 Timer (GPS) - Required for any ATX Station Controller not connected to any dispatch-level G2 FSA System TMR-GPS $51.00 10% $45.90 DocuSign Envelope ID: 7589463D-4EDA-4139-BC29-89DFDC8B6B4D 4 ATX UPS, Standard UPS-STD $923.00 10% $830.70 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $65.00 10% $58.50 STATION SYSTEM PERIPHERAL COMPONENTS Audio Amplifier, External, Standard AMP-70v $987.00 10% $888.30 Shelf, Under Table or Wall Mount, for 1U ½ Rack AMP-S $76.00 10% $68.40 G2 COLOR INDICATOR REMOTE Module – Up to 8 unique colors CIR 825.00 10% $742.50 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $1,3750.00 10% $1,237.50 Push Button, Standard (Black) PB-B $110.00 10% $99.00 Push Button, Emergency (Red) PB-R $110.00 10% $99.00 G2 LOCAL ALERTING REMOTE Module – Gives ability to trigger the local G2 FSA System when a connection to a dispatch-level system is not available. Requires ATX PoE or PoE Injector. LAR $2,025.00 10% $1,822.50 POE INJECTOR – Provides local 48vdc power to specific USDD peripheral components G2-POE $390.00 10% $351.00 G2 MESSAGE REMOTE 2 Module (2017 Version 2) MR-2 $1,425.00 10% $1,282.50 G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12” Active Screen Width / Turn Out Timing ONLY MS-G-M $915.00 10% $823.50 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24” Active Screen Width MS-G-S $1,050.00 10% $945.00 G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36” Active Screen Width MS-G-E $1,575.00 10% $1,417.50 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS-G-S (or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-S $55.00 10% $49.50 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS-G -S(or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-D $65.00 10% $58,50 MS-G Hanger Kit. Hangs single or double (back-to- back) Message Signs (Gamma Version) from Ceiling. Includes both suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange Mounts. MS-HK $73.00 10% $65.70 MS Mount – Articulating, Long reach MS-MNT $325.00 10% $292.50 G2 ROOM REMOTE 2 Module / 2017 version 2 RR-2 $2,025.00 10% $1,822.50 G2 REMOTE USER INTERFACE Module – Extends ATX’s TouchScreen User Interface into alternative area of same building. RUI $2,025.00 10% $1,822.50 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $75.00 10% $67.50 RR2 Surface Mount Box, for SURFACE MOUNT (hard wall) installation. Three (3) ¾” conduit knock- outs. RR2-SMB $175.00 10% $157.50 G2 SPEAKER – LED Illuminated – FLUSH Mount, 70v SPK-LED- FM $325.00 10% $292.50 G2 SPEAKER – LED Illuminated – SURFACE Mount (Metal Box), 70v SPK-LED- SM $325.00 10% $292.50 G2 SPEAKER – OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high Vocal Intelligibility in large open indoor areas and with High-Intensity LED Strobe Light Arrays – includes Cable Hanging Kit (typically requires MR2 for power/signal/control) SPK-OAS $875.00 10% $787.50 SPK-OAS/OmniStrobe Mounting Bracket / BEAM FLANGE CLIP- for mounting directly onto an exposed (1/8-14”) I-Beam SPK-OAS- BFC $23.00 10% $20.70 DocuSign Envelope ID: 7589463D-4EDA-4139-BC29-89DFDC8B6B4D 5 SPK-OAS/OmniStrobe Mounting Bracket /DROP CEILING BRACKET- for mounting directly to T-Bar in Suspended Ceiling SPK-OAS- DCB $55.00 10% $49.50 SPK-OAS/OmniStrobe Mounting Bracket / SURFACE MOUNT – for mounting directly to hard ceiling SPK-OAS- SMB $55.00 10% $49.50 SPEAKER – STANDARD, FLUSH Mount, 70v SPK-STD- FM $105.00 10% $94.50 SPEAKER – STANDARD, SURFACE Mount (Metal Box), 70v SPK-STD- SM $105.00 10% $76.50 SPEAKER – APP BAY/OUTDOOR – Weatherized, Surface Mount, 70v SPK-W-SM $325.00 10% $292.50 G2 Strobe Light / Red LED STR-2 $575.00 10% $517.50 G2 TV REMOTE Module – For Station-Level Information (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability) TVR-R $975.00 10% $877.50 Flat Panel Monitor / Smart HDTV 40-43” (Electrical Outlet/Provision By Others; C.E.C. control subject to TV ability) FPM-S $1,100.00 10% $999.00 Flat Panel/TV Mount – Universal 23”-46” Tilt FPM-U $115.00 10% $103.50 Transformer, 8ohm to 70V, External XFMR $53.00 10% $47.70 VIDEO DOOR STATION – Doorbell & Camera that ties into G2 FSAS (HDTV Remote) – Includes Power Injector VDS $ 1,700.00 10% $1,530.00 Hourly Rates Description Cat. No. List Price Discount LOC Pricing Senior Software Engineer HR-SS1 $325.00 10% $292.50 Software Engineer I HR-SE1 $310.00 10% $279.00 Field Training Representative HR-FTR $345.00 10% $310.00 Remote Training Representative HR-RTR $275.00 10% $247.50 Field Project Manager HR-FPM $275.00 10% $247.50 Remote Project Manager HR-RPM $225.00 10% $202.50 Service Technician HR-ST $165.00 10% $148.50 Integration Technician HR-IT $150.00 10% $135.00 OPTIONS Description Part No. List Price Discount LOC Pricing G2 FSA Applications Server (Hardware for mapping interface) 1@2RU ONLY NEED TO INCLUDE IF YOU DO NOT WISH USDD TO HOST. Would contain only your data / Accessible only to your system. APLS-SVR $ 4,625.00 10% $ 4,162.50 G2 MOBILE FSAS APP - Single Device License / Per Year Cost ($9.00 / $8.10 per Month) - for additional licenses over and above x24 provided with ATX Station Controller APP-DLA $ 108.00 10% $97.20 System Configuration and Modification for Applications Integrations APLS-CM $325.00 10% $292.50 Training - Application Services - On-Site (4 Hours) APLS-TRN-O $4,425.00 10% $3,982.00 Training - Applications Services - At Arizona Training Center (4 Hours) APLS-TRN-A $1,550.00 10% $1,395.00 Training - Applications Services - Remote Refresh (4 Hours) APLS-TRN-R $1,325.00 10% $1,192.50 DocuSign Envelope ID: 7589463D-4EDA-4139-BC29-89DFDC8B6B4D 6 2. Full Force and Effect. In each and every other respect, the terms of the Master Price Agreement, as amended, entered into between the parties on or about June 2, 2020, shall remain in full force and effect during the term of the agreement and the parties hereto hereby ratify said Master Price Agreement in its entirety, as if fully set out herein, along with the modifications identified herein. IN WITNESS WHEREOF, the parties have hereto signed this Amendment on the day and year first above written. LEAGUE OF OREGON CITIES _______________________________ Date _________________________ BY: ITS: HONEYWELL INTERNATIONAL, INC. _______________________________ Date _________________________ BY: ITS: DocuSign Envelope ID: 7589463D-4EDA-4139-BC29-89DFDC8B6B4D Asim Akram, General Manaer General Manager February 20, 2023 | 8:14 AM PST Patricia M. Mulvihill Executive Director February 20, 2023 | 8:51 AM PST Certificate Of Completion Envelope Id: 7589463D4EDA4139BC2989DFDC8B6B4D Status: Completed Subject: Complete with DocuSign: Amendment 3 MPA 2020 Honeywell FINAL.pdf Source Envelope: Document Pages: 6 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Marshall Stiles AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 17930 International Boulevard Suite 900 SeaTac, WA 98188 marshall.stiles@mynpp.com IP Address: 98.232.37.85 Record Tracking Status: Original 2/17/2023 2:40:44 PM Holder: Marshall Stiles marshall.stiles@mynpp.com Location: DocuSign Signer Events Signature Timestamp Asim Akram, General Manaer asim.akram@honeywell.com General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 155.190.20.7 Sent: 2/20/2023 8:12:23 AM Viewed: 2/20/2023 8:14:24 AM Signed: 2/20/2023 8:14:38 AM Electronic Record and Signature Disclosure: Accepted: 2/20/2023 8:14:24 AM ID: dcd85798-9d2d-4e0a-9494-c4aa19cc90c6 Patricia M. Mulvihill pmulvihill@orcities.org Executive Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 65.152.168.162 Sent: 2/20/2023 8:14:42 AM Viewed: 2/20/2023 8:51:12 AM Signed: 2/20/2023 8:51:25 AM Electronic Record and Signature Disclosure: Accepted: 2/20/2023 8:51:12 AM ID: 8b0eab46-4a31-487b-b00c-67b3ece45fb1 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Maribeth Kascht maribeth.kascht@honeywell.com Security Level: Email, Account Authentication (None) Sent: 2/20/2023 8:12:25 AM Viewed: 2/20/2023 9:35:00 AM Electronic Record and Signature Disclosure: Accepted: 2/20/2023 8:11:02 AM ID: b010e4c9-5f05-421b-87d5-006a1aad6223 Carbon Copy Events Status Timestamp Marshall Stiles marshall.stiles@mynpp.com Contract Administrator NPP & NPPGov Security Level: Email, Account Authentication (None) Sent: 2/20/2023 8:14:40 AM Resent: 2/20/2023 8:51:30 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/17/2023 2:43:46 PM Certified Delivered Security Checked 2/20/2023 8:51:12 AM Signing Complete Security Checked 2/20/2023 8:51:25 AM Completed Security Checked 2/20/2023 8:51:25 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, National Purchasing Partners (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 12/29/2020 5:54:29 AM Parties agreed to: Asim Akram, General Manaer, Patricia M. Mulvihill, Maribeth Kascht Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact National Purchasing Partners: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: marshall.stiles@mynpp.com To advise National Purchasing Partners of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at bruce.busch@mynpp.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from National Purchasing Partners To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to marshall.stiles@mynpp.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with National Purchasing Partners To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to marshall.stiles@mynpp.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify National Purchasing Partners as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by National Purchasing Partners during the course of your relationship with National Purchasing Partners. EXHIBIT B TO COOPERATIVE SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HONEYWELL INTERNATIONAL, INC. DBA US DIGITAL DESIGNS [Quote or Work Order] See following pages. PROPRIETARY and CONFIDENTIAL TITLE Page 1 of 16 us digital designs Tempe, Arizona USA Phoenix G2 - Automated Fire Station Alerting Quotation to: Town of Fountain Hills, Arizona Fountain Hills Fire Department Project: G2 Fire Station Alerting System Two (2) Station Systems Proposal number: AZ_FTHL002 Revision # 1 Quote Date: 15-Aug-2023 Quote Expires: 13-Nov-2023 INSTALLATION BY: Vertec Joshua Swarts / joshua.swarts@vertec.us / (520) 528-9496 By: Erik Hanson Project Manager US Digital Designs, Inc. 1835 E Sixth St #27 Tempe, AZ 85281 602-687-1739 direct 602-390-0403 mobile erik.hanson@honeywell.com [This Proposal is subject to corrections due to Errors or Omissions] Pricing protected pursuant to the Master Price Agreement entered into between League of Oregon Cities (LOC) and USDD, and made available to members of the National Purchasing Partners, LLC, dba Public Safety GPO, dba Law Enforcement GPO, and dba NPPgov - Contract #PS20350. More information is available at: https://nppgov.com/contract/us-digital-designs. Fountain Hills Fire Department is Already Member # M-5705968 PROPRIETARY and CONFIDENTIAL STATION 01 SYSTEM Page 2 of 16 US DIGITAL DESIGNS QUOTE 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax DATE:8/15/23 Expires:11/13/23 Quote SUBMITTED TO: Town of Fountain Hills, Arizona Fountain Hills Fire Department REF PROPOSAL Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SL1 Ea USDD 1 G2 VOICEALERT - Single Station License. VA $ 1,030.00 $ 927.00 $ 927.00 SL2 Ea/Yr USDD 24 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX are offered at $0.00 cost each as long as system is currently under warranty or elected recurring annual support coverage. See 'Mobile' Section for more detail. G2-APP-DLI $ 108.00 $ 97.20 N/A - Included Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SC1 Kit USDD 1 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 21,750.00 $ 19,575.00 $ 19,575.00 SC2 Kit USDD 0 G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. EXP $ 7,325.00 $ 6,592.50 $ - SC3a Kit USDD 1 Rack Mount Ears for ATX or EXP ATX-E $ 64.00 $ 57.60 $ 57.60 SC3b Kit USDD 0 Base Plate for ATX or EXP ATX-P $ 64.00 $ 57.60 $ - SC4a Ea TBD 1 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 830.70 SC4b Ea TBD 1 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 65.00 $ 58.50 $ 58.50 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SP1a Ea TBD 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30 SP1b Ea TBD 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 76.00 $ 68.40 $ 68.40 SP2 Ea USDD 0 G2 COLOR INDICATOR REMOTE Module - Up to 8 unique colors CIR $ 825.00 $ 742.50 $ - SP3a Ea USDD 1 G2 HDTV REMOTE Module (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability) TVR $ 975.00 $ 877.50 $ 877.50 SP3b Ea TBD 0 Flat Panel Monitor / Smart HDTV 40-43" (Electrical Outlet/Provision By Others; C.E.C. control subject to TV ability) FP-43 $ 1,100.00 $ 990.00 $ - SP3c Ea TBD 0 Flat Panel/TV Mount - Universal 23"-46" Tilt FPM-U $ 115.00 $ 103.50 $ - SP4 Ea USDD 0 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $ 1,375.00 $ 1,237.50 $ - SP5 Ea USDD 1 Push Button, Standard (Black)PB-B $ 110.00 $ 99.00 $ 99.00 SP6 Ea USDD 1 Push Button, Emergency (Red)PB-R $ 110.00 $ 99.00 $ 99.00 SP7 Ea USDD 0 G2 MESSAGE REMOTE 2 Module MR2 $ 1,425.00 $ 1,282.50 $ - AZ_FTHL002 v1 STATION-LEVEL STATION 01 Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.AZ_FTHL.FS01.FS02.FSA.2023.08.2.pdf STATION SYSTEM LICENSES STATION SYSTEM CONTROLLER STATION SYSTEM PERIPHERAL COMPONENTS PROPRIETARY and CONFIDENTIAL STATION 01 SYSTEM Page 3 of 16 SP8a Ea USDD 0 G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12" Active Screen Width / Turn Out Timing ONLY MS-G-M $ 915.00 $ 823.50 $ - SP8b Ea USDD 5 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 $ 945.00 $ 4,725.00 SP8c Ea USDD 0 G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36" Active Screen Width MS-G-E $ 1,575.00 $ 1,417.50 $ - SP9a Ea USDD 0 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS- G-S (or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-S $ 55.00 $ 49.50 $ - SP9b Ea USDD 2 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS- G -S(or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-D $ 65.00 $ 58.50 $ 117.00 SP9c Ea USDD 0 MS-G Hanger Kit. Hangs single or double (back-to-back) Message Signs (Gamma Version) from Ceiling. Includes both suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange Mounts. MS-HK $ 110.00 $ 99.00 $ - SP9d Ea TBD 2 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 325.00 $ 292.50 $ 585.00 SP10a Ea USDD 2 G2 ROOM REMOTE 2 Module RR2 $ 2,025.00 $ 1,822.50 $ 3,645.00 SP10b Ea USDD 0 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $ 75.00 $ 67.50 $ - SP10c Ea USDD 0 RR2 Surface Mount Box, for SURFACE MOUNT (hard wall) installation. Three (3) 3/4" conduit knock-outs. RR2-SMB $ 175.00 $ 157.50 $ - SP11a Ea USDD 14 G2 SPEAKER - LED Illuminated - FLUSH Mount, 70v SPK-LED-FM $ 325.00 $ 292.50 $ 4,095.00 SP11b Ea USDD 1 G2 SPEAKER - LED Illuminated - SURFACE Mount (Metal Box), 70v SPK-LED-SM $ 325.00 $ 292.50 $ 292.50 SP12a Ea USDD 0 G2 SPEAKER - OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high Vocal Intelligibility in large open indoor areas and with High-Intensity LED Strobe Light Arrays - includes Cable Hanging Kit (requires MR2 for power/signal/control) SPK-OAS $ 1,150.00 $ 1,035.00 $ - SP12b Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket / BEAM FLANGE CLIP- for mounting directly onto an exposed (1/8-14") I-Beam SPK-OAS-BFC $ 23.00 $ 20.70 $ - SP12c Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket /DROP CEILING BRACKET- for mounting directly to T- Bar in Suspended Ceiling SPK-OAS-DCB $ 55.00 $ 49.50 $ - SP12d Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket / SURFACE MOUNT - for mounting directly to hard ceiling SPK-OAS-SMB $ 55.00 $ 49.50 $ - SP13a Ea USDD 13 SPEAKER - STANDARD, FLUSH Mount, 70v SPK-STD-FM $ 105.00 $ 94.50 $ 1,228.50 SP13b Ea USDD 0 SPEAKER - STANDARD, SURFACE Mount (Metal Box), 70v SPK-STD-SM $ 105.00 $ 94.50 $ - SP14 Ea USDD 6 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 325.00 $ 292.50 $ 1,755.00 SP15 Ea USDD 0 G2 Strobe Light / Red LED STR $ 575.00 $ 517.50 $ - SP16 Ea USDD 0 Transformer, 8ohm to 70V, External XFMR $ 53.00 $ 47.70 $ - SP17 Ea USDD 0 VIDEO DOOR STATION - Doorbell & Camera that ties into G2 FSAS (HDTV Remote) - Includes Power Injector VDS $ 1,700.00 $ 1,530.00 $ - PROPRIETARY and CONFIDENTIAL STATION 01 SYSTEM Page 4 of 16 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SS1 Ea USDD 1 Station Installation (Vertec)ST-INST $ 32,925.50 $ 29,632.95 $ 29,632.95 SS2 Ea USDD 0 Station Remediation (Removal and Disposal of Legacy Equipment Not currently Assumed or Included, nor is any related Remediation to Paint, Drywall, etc.) ST-INST $ - $ - $ - SS3 Ea USDD 1 Station Configuration & Start-Up ST-SU $ 2,218.00 $ 1,996.20 $ 1,996.20 SS4 Ea USDD 1 Station Project Management ST-PM $ 1,109.00 $ 998.10 $ 998.10 SS5 Ea USDD 1 Station Engineering / Design Services ST-ES $ 487.96 $ 439.16 $ 439.16 SS6 Ea USDD 1 Station Documentation ST-DM $ 66.54 $ 59.89 $ 59.89 SS7a Ea USDD 0 Station Training - Configuration and Equipment. On-Site @ Station. 4 Hours, 1 Visit. (for Technical Services Staff) TRA-UT-O $ 4,425.00 $ 3,982.50 $ - SS7b Ea USDD 0 Station Training - User/Technician / Remote Refresh (2 Hours)TRA-UT-R $ 650.00 $ 585.00 $ - SS8a Ea USDD 0 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if requied to use non-certified contractor) TRA-IC-O $ 6,125.00 $ 5,512.50 $ - SS8b Ea USDD 0 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non- certified contractor) TRA-IC-AZ $ 3,125.00 $ 2,812.50 $ - SS9 Ea USDD 0 Miscellaneous/TBD MISC $ - $ - $ - Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SW1 YR USDD 1.5 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ 4,436.00 $ 3,992.40 5988.6 but No Charge For Initial Warranty Period / Not Included in Subtotals SW2 YR USDD 0.0 [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 4,436.00 $ 3,992.40 $ - 73,050.30$ 1,229.00$ -$ -$ 74,279.30$ This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD. STATION SYSTEM SERVICES Shipping: STATION 01 System: STATION SUBTOTAL: STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT Warranty & Support: Miscellaneous (if applicable) PROPRIETARY and CONFIDENTIAL STATION 01 SYSTEM Page 5 of 16 15 - Any misuse, unauthorized modification, improper installation, excessive shock, attempted repair, accident, or improper or negligent use, storage, transportation, or handling by any party other than USDD shall render this limited warranty null, void and of no further effect 14 - USDD cannot warrant nor support any owner-furbished (3rd-Party) system or component we are required to integrate with. USDD cannot warrant nor support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments. 01 - Unless specifically detailed in this proposal, no installation by USDD or it's subcontractors is assumed or provided. 03 - USDD can source, qualify, train and certify Local Licensed Regional Subcontrators where needed. 02 - Because these are mission-critical systems, USDD can only warrant and support systems installed by G2 Trained and Certified Contractors. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 12 - All electrical power, including (but not limited to) raceway,conduit, backboxes, service panels, high-voltage wiring and fixtures by others. 11 - If applicable, Gas Control Shutoff Valve Addendum (to USDD and installation contractor) must be signed prior to installation. 05 - Unless specifically detailed in this proposal, installation to be performed during normal working hours. 09 - USDD FSAS Equipment to be made available by owner to Installation Contractor prior to on-site arrival. 06 - Unless specifically detailed in this proposal, no permit fees or material charges have been included. 07 - Unless specifically detailed in this proposal, no removal or remediation has been assumed or included. 10 - Structural backing for system devices and other millwork (not specifically detailed) by others. 08 - Unless specifically detailed in this proposal, no bonds of any type (performance, bid) have been assumed,included or budgeted for in this proposal. 13 - All communications pathway infrastructure (network, radio, etc.) by others unless specifically detailed in this proposal. Warranty & Support Notes: Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement. USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file number. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. For FSAaaS Program: The cost of service and support beyond initial warranty period is included in the FSASaaS Program for a total of 5 years. The service and support includes Mobile Smart Phone Alerting App and Mapping Services. Please see the FSASaaS Subscription Agreement for more information concerning the service and support provided by USDD. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannnot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. Station System Installation Notes: PROPRIETARY and CONFIDENTIAL STATION 02 SYSTEM Page 6 of 16 US DIGITAL DESIGNS QUOTE 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax DATE:8/15/23 Expires:11/13/23 Quote SUBMITTED TO: Town of Fountain Hills, Arizona Fountain Hills Fire Department REF PROPOSAL Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SL1 Ea USDD 1 G2 VOICEALERT - Single Station License. VA $ 1,030.00 $ 927.00 $ 927.00 SL2 Ea/Yr USDD 24 G2 MOBILE FSAS APP - Single Device License. Up to 24 Licenses-Per-ATX are offered at $0.00 cost each as long as system is currently under warranty or elected recurring annual support coverage. See 'Mobile' Section for more detail. G2-APP-DLI $ 108.00 $ 97.20 N/A - Included Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SC1 Kit USDD 1 G2 ATX STATION CONTROLLER - Power/Signal/Control up to 8 peripheral Remote Options. 4 Unique Amps/Zones available. ATX $ 21,750.00 $ 19,575.00 $ 19,575.00 SC2 Kit USDD 0 G2 EXPANSION KIT - Allows ability to Power/Signal/Control up to 12 more peripheral Remote options per EXP. EXP $ 7,325.00 $ 6,592.50 $ - SC3a Kit USDD 0 Rack Mount Ears for ATX or EXP ATX-E $ 64.00 $ 57.60 $ - SC3b Kit USDD 0 Base Plate for ATX or EXP ATX-P $ 64.00 $ 57.60 $ - SC4a Ea TBD 1 ATX UPS, Standard UPS-STD $ 923.00 $ 830.70 $ 830.70 SC4b Ea TBD 1 Shelf/Bracket, Wall-Mount for UPS UPS-WMB $ 65.00 $ 58.50 $ 58.50 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SP1a Ea TBD 1 Audio Amplifier, External, Standard AMP $ 987.00 $ 888.30 $ 888.30 SP1b Ea TBD 1 Shelf, Under Table or Wall Mount, for 1U 1/2 Rack AMP-S $ 76.00 $ 68.40 $ 68.40 SP2 Ea USDD 0 G2 COLOR INDICATOR REMOTE Module - Up to 8 unique colors CIR $ 825.00 $ 742.50 $ - SP3a Ea USDD 1 G2 HDTV REMOTE Module (TV & Electrical Outlet by Others; C.E.C. control subject to TV ability) TVR $ 975.00 $ 877.50 $ 877.50 SP3b Ea TBD 0 Flat Panel Monitor / Smart HDTV 40-43" (Electrical Outlet/Provision By Others; C.E.C. control subject to TV ability) FP-43 $ 1,100.00 $ 990.00 $ - SP3c Ea TBD 0 Flat Panel/TV Mount - Universal 23"-46" Tilt FPM-U $ 115.00 $ 103.50 $ - SP4 Ea USDD 0 G2 I/O REMOTE Module w/ 8 In & 8 Out IOR $ 1,375.00 $ 1,237.50 $ - SP5 Ea USDD 1 Push Button, Standard (Black)PB-B $ 110.00 $ 99.00 $ 99.00 SP6 Ea USDD 1 Push Button, Emergency (Red)PB-R $ 110.00 $ 99.00 $ 99.00 SP7 Ea USDD 1 G2 MESSAGE REMOTE 2 Module MR2 $ 1,425.00 $ 1,282.50 $ 1,282.50 AZ_FTHL002 v1 STATION-LEVEL STATION 02 Based from USDD G2 Fire Station Alerting System Design Drawing # USDD.AZ_FTHL.FS01.FS02.FSA.2023.08.2.pdf STATION SYSTEM LICENSES STATION SYSTEM CONTROLLER STATION SYSTEM PERIPHERAL COMPONENTS PROPRIETARY and CONFIDENTIAL STATION 02 SYSTEM Page 7 of 16 SP8a Ea USDD 0 G2 MESSAGE SIGN (Digital LED) MINI GammaSign / 12" Active Screen Width / Turn Out Timing ONLY MS-G-M $ 915.00 $ 823.50 $ - SP8b Ea USDD 7 G2 MESSAGE SIGN (Digital LED) STANDARD GammaSign / 24" Active Screen Width MS-G-S $ 1,050.00 $ 945.00 $ 6,615.00 SP8c Ea USDD 0 G2 MESSAGE SIGN (Digital LED) EXTENDED GammaSign / 36" Active Screen Width MS-G-E $ 1,575.00 $ 1,417.50 $ - SP9a Ea USDD 0 MS-G Adapter Plate, SINGLE. VESA 100, joins (1) MS- G-S (or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-S $ 55.00 $ 49.50 $ - SP9b Ea USDD 3 MS-G Adapter Plate, DOUBLE, VESA 100, joins (2) MS- G -S(or-E) to any standard mount with VESA 100 hole patterns (mount not included) MS-AP-D $ 65.00 $ 58.50 $ 175.50 SP9c Ea USDD 0 MS-G Hanger Kit. Hangs single or double (back-to-back) Message Signs (Gamma Version) from Ceiling. Includes both suspended ceiling T-Bar Scissor Clips and Hard-Pan Flange Mounts. MS-HK $ 110.00 $ 99.00 $ - SP9d Ea TBD 3 MS Mount - Articulating, Long reach MS-MNT-ART-L $ 325.00 $ 292.50 $ 877.50 SP10a Ea USDD 0 G2 ROOM REMOTE 2 Module RR2 $ 2,025.00 $ 1,822.50 $ - SP10b Ea USDD 0 RR2 Adpater Plate, for Retrofit in RR1 Wall Cavity RR2-AP $ 75.00 $ 67.50 $ - SP10c Ea USDD 0 RR2 Surface Mount Box, for SURFACE MOUNT (hard wall) installation. Three (3) 3/4" conduit knock-outs. RR2-SMB $ 175.00 $ 157.50 $ - SP11a Ea USDD 12 G2 SPEAKER - LED Illuminated - FLUSH Mount, 70v SPK-LED-FM $ 325.00 $ 292.50 $ 3,510.00 SP11b Ea USDD 0 G2 SPEAKER - LED Illuminated - SURFACE Mount (Metal Box), 70v SPK-LED-SM $ 325.00 $ 292.50 $ - SP12a Ea USDD 1 G2 SPEAKER - OmniAlertStrobe - Omnidirectional Alerting Speaker, optimized for high Vocal Intelligibility in large open indoor areas and with High-Intensity LED Strobe Light Arrays - includes Cable Hanging Kit (requires MR2 for power/signal/control) SPK-OAS $ 1,150.00 $ 1,035.00 $ 1,035.00 SP12b Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket / BEAM FLANGE CLIP- for mounting directly onto an exposed (1/8-14") I-Beam SPK-OAS-BFC $ 23.00 $ 20.70 $ - SP12c Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket /DROP CEILING BRACKET- for mounting directly to T- Bar in Suspended Ceiling SPK-OAS-DCB $ 55.00 $ 49.50 $ - SP12d Ea USDD 0 SPK-OAS/OmniStrobe Mounting Bracket / SURFACE MOUNT - for mounting directly to hard ceiling SPK-OAS-SMB $ 55.00 $ 49.50 $ - SP13a Ea USDD 4 SPEAKER - STANDARD, FLUSH Mount, 70v SPK-STD-FM $ 105.00 $ 94.50 $ 378.00 SP13b Ea USDD 1 SPEAKER - STANDARD, SURFACE Mount (Metal Box), 70v SPK-STD-SM $ 105.00 $ 94.50 $ 94.50 SP14 Ea USDD 5 SPEAKER - APP BAY/OUTDOOR - Weatherized, Surface Mount, 70v SPK-W-SM $ 325.00 $ 292.50 $ 1,462.50 SP15 Ea USDD 0 G2 Strobe Light / Red LED STR $ 575.00 $ 517.50 $ - SP16 Ea USDD 0 Transformer, 8ohm to 70V, External XFMR $ 53.00 $ 47.70 $ - SP17 Ea USDD 0 VIDEO DOOR STATION - Doorbell & Camera that ties into G2 FSAS (HDTV Remote) - Includes Power Injector VDS $ 1,700.00 $ 1,530.00 $ - PROPRIETARY and CONFIDENTIAL STATION 02 SYSTEM Page 8 of 16 Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SS1 Ea USDD 1 Station Installation (Vertec)ST-INST $ 26,711.59 $ 24,040.43 $ 24,040.43 SS2 Ea USDD 0 Station Remediation (Removal and Disposal of Legacy Equipment Not currently Assumed or Included, nor is any related Remediation to Paint, Drywall, etc.) ST-INST $ - $ - $ - SS3 Ea USDD 1 Station Configuration & Start-Up ST-SU $ 2,158.55 $ 1,942.70 $ 1,942.70 SS4 Ea USDD 1 Station Project Management ST-PM $ 1,079.28 $ 971.35 $ 971.35 SS5 Ea USDD 1 Station Engineering / Design Services ST-ES $ 474.88 $ 427.39 $ 427.39 SS6 Ea USDD 1 Station Documentation ST-DM $ 64.76 $ 58.28 $ 58.28 SS7a Ea USDD 0 Station Training - Configuration and Equipment. On-Site @ Station. 4 Hours, 1 Visit. (for Technical Services Staff) TRA-UT-O $ 4,425.00 $ 3,982.50 $ - SS7b Ea USDD 0 Station Training - User/Technician / Remote Refresh (2 Hours)TRA-UT-R $ 650.00 $ 585.00 $ - SS8a Ea USDD 0 Training - Installation Contractor - On-Site / USDD G2 Certification / 8 Hours (TBD - only needed if requied to use non-certified contractor) TRA-IC-O $ 6,125.00 $ 5,512.50 $ - SS8b Ea USDD 0 Training - Installation Contractor - At Arizona Training Center / USDD G2 Certification / 8 Hours (TBD - only needed if required to use non- certified contractor) TRA-IC-AZ $ 3,125.00 $ 2,812.50 $ - SS9 Ea USDD 0 Miscellaneous/TBD MISC $ - $ - $ - Item Unit Mfr Qty Description Part No.US List Unit QUOTE UNIT QUOTE EXT SW1 YR USDD 1.5 [STANDARD] 1st YEAR WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) PLEASE NOTE: An additional 6 months (for total of 18 months/1.5 years) of initial warranty has been offered by USDD for no additional cost so all stations can be installed and enjoy same warranty/support start/stop dates) RS-1YR-STD $ 4,317.10 $ 3,885.39 5828.085 but No Charge For Initial Warranty Period / Not Included in Subtotals SW2 YR USDD 0.0 [STANDARD] EACH ADDITIONAL YEAR (12- Months) WARRANTY & SUPPORT FOR THIS STATION SYSTEM (or Component): Telephone / Remote Access Support (8:00 AM - 5:00 PM MST) IF QUANTITY '0' THEN NO ADDITIONAL SUPPORT IS ASSUMED OR AUTHORIZED BEYOND INITIAL WARRANTY PERIOD RS-AYR-STD $ 4,317.10 $ 3,885.39 $ - 66,294.05$ 1,108.00$ -$ -$ 67,402.05$ STATION SYSTEM WARRANTY & OPTIONAL RECURRING ANNUAL SUPPORT STATION 02 System: Shipping: Warranty & Support: STATION SUBTOTAL: Miscellaneous (if applicable) This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD. STATION SYSTEM SERVICES PROPRIETARY and CONFIDENTIAL STATION 02 SYSTEM Page 9 of 16 10 - Structural backing for system devices and other millwork (not specifically detailed) by others. Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement. USDD cannot warrant nor support any system configuration that deviates from this specific proposal's documented station system design file number. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. For FSAaaS Program: The cost of service and support beyond initial warranty period is included in the FSASaaS Program for a total of 5 years. The service and support includes Mobile Smart Phone Alerting App and Mapping Services. Please see the FSASaaS Subscription Agreement for more information concerning the service and support provided by USDD. USDD cannot warrant nor support any system not using USDD-approved UPS Battery Backup. USDD cannnot warrant nor support any system not installed by G2 Trained & Certified Installation technician (installer). If customer intends to tie this system into any 3rd-party system or devices, USDD will be unable to warrant or support the sytem until we've had a chance to review documented engineering assumptions and approve system integrity, performance and reliability expectations. Warranty & Support Notes: 05 - Unless specifically detailed in this proposal, installation to be performed during normal working hours. 06 - Unless specifically detailed in this proposal, no permit fees or material charges have been included. 07 - Unless specifically detailed in this proposal, no removal or remediation has been assumed or included. 08 - Unless specifically detailed in this proposal, no bonds of any type (performance, bid) have been assumed,included or budgeted for in this proposal. 09 - USDD FSAS Equipment to be made available by owner to Installation Contractor prior to on-site arrival. Station System Installation Notes: 01 - Unless specifically detailed in this proposal, no installation by USDD or it's subcontractors is assumed or provided. 02 - Because these are mission-critical systems, USDD can only warrant and support systems installed by G2 Trained and Certified Contractors. 03 - USDD can source, qualify, train and certify Local Licensed Regional Subcontrators where needed. 04 - Installation warranted by installation contractor - G2 FSAS warranted, serviced and supported by USDD. 12 - All electrical power, including (but not limited to) raceway,conduit, backboxes, service panels, high-voltage wiring and fixtures by others. 13 - All communications pathway infrastructure (network, radio, etc.) by others unless specifically detailed in this proposal. 14 - USDD cannot warrant nor support any owner-furbished (3rd-Party) system or component we are required to integrate with. USDD cannot warrant nor support any system or component it has not proofed engineering for and has not specifically authorized for use within public safety environments. 15 - Any misuse, unauthorized modification, improper installation, excessive shock, attempted repair, accident, or improper or negligent use, storage, transportation, or handling by any party other than USDD shall render this limited warranty null, void and of no further effect 11 - If applicable, Gas Control Shutoff Valve Addendum (to USDD and installation contractor) must be signed prior to installation. PROPRIETARY and CONFIDENTIAL SECTION TOTALS Page 10 of 16 US DIGITAL DESIGNS QUOTE 1835 E. Sixth St. Suite #27 Tempe, Arizona 85281 877-551-8733 tel 480-290-7892 fax DATE:8/15/23 Expires:###### Quote SUBMITTED TO: Town of Fountain Hills, Arizona Fountain Hills Fire Department REF PROPOSAL 141,681.35 74,279.30 - - 67,402.05 - - Notes: 141,681.35$ STATION 02 SYSTEM: STATION 02 WARRANTY & SUPPORT: STATION 01 MISC.: STATION 01 SYSTEM: STATION 02 MISC.: Includes: Includes: STATION 01 WARRANTY & SUPPORT: Section Totals STATION-LEVEL SUBTOTAL AZ_FTHL002 v1 SECTION TOTALS [UNLESS OTHERWISE NOTED, ALL PRICES ARE $US] This quote does not include or assume any amounts for sales or use tax. Customer needs to contact its procurement department to determine if sales or use tax is payable, and if so, to make the determination of the amount to be paid. Per our contracts, Customer is responsible for the payment of any sales or use taxes owed from any purchase from USDD. Two (2) Station Systems currently included in this proposal, with installation by Vertec included. (TBD By Customer) Customer must elect to choose any coverage they require beyond initial warranty period, or USDD will not be authorized to provide any service or support. Mobile Smart Phone Alerting App and Mapping Services only available to customer while under warranty or elected recurring annual support. Support Agreements subject to change if system design is modified. For additional details, please review current USDD Warranty Statement and Service Agreement US Digital Designs System Total: PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 11 of 16 TERMS AND CONDITIONS OF USDD PRODUCT SALES These U.S.Digital Designs,Inc.terms and conditions of sale (“Terms and Conditions”)are effective March 1,2022 (the“Terms and Conditions Effective Date”),and supersede all prior versions covering the sale of products and related services (collectively,“Products”,as defined more specifically below)by U.S.Digital Designs,Inc.(“USDD”).References to “Customer”,“you”,or “your”all pertain to the purchaser of Products. These Terms and Conditions, together with any separate agreement you may have with USDD that specifically references these Terms and Conditions (collectively,the “Agreement”)set forththe entire agreement between the parties relating to your purchase of USDD Products.The Agreement may only be modified by an authorized representative of each party in a signed writing. ORDERS.Orders (including any revised and follow-onorders)(each,an “Order”)for USDD Products are non-cancelable,except as expressly set forth herein,and will be governed by the terms of the Agreement.All Orders are subject to acceptance by USDD and shall include the following information:purchase order number;customer’s legal name and billing address;Customer’s shippingaddress;and a list of the Products and quantities for each different type of Product Customer wishes to order.USDD’s acknowledgmentof its receipt of an Order shall not constituteacceptance of such Order. An Order is deemed to be accepted upon the earlier of (i) USDD’s written acceptance or (ii) shipment of the Products specified in the Order. Any conflicting,additional,and/or different terms or conditions on Customer’s Order or any other similar instrument are deemed to be material alterations and are rejectedand not binding upon USDD.USDD’s acceptanceof Customer’sOrder isexpressly conditionedupon Customer’s assent to theterms and conditions containedherein intheir entirety.Customer’sacceptance of delivery from USDD constitutes Customer’s acceptance of these terms and conditions in their entirety. REMITTANCES.All invoices shall be due andpayableupon receipt inUnitedStates currency,freeof exchange or any other charges,or as otherwise agreed in writing by USDD. QUOTE PRICING.This proposal expires 30 days after its date.Prices aresubject to correction for error.Prices,terms,conditions,and Product or Service specifications are subject to change without notice. Pricing is subject to immediate change upon announcement of Product discontinuance. PAYMENT. 4.1.Invoicing &Payment.USDD reserves the right to invoice Customer monthly for all materials delivered.Invoices are due thirty (30)days from the date of theinvoice,unless prepayment isrequiredinthequote.If the Customer becomes overdue in any progress payment,USDD shall be entitled to suspend further shipments,shall be entitled to interest at the annual rateof 18%,or the maximum amount allowed by law,and shall alsobe entitled to avail itselfof any other legal or equitableremedies.Customer agrees that it will pay and/or reimburseUSDD for any and all reasonable attorneys’fees and costs which are incurred by USDD in the collection of amounts due and payable hereunder. 4.2.Payment Disputes.Any disputes must be provided to USDD as soon as possible and must be accompanied by detailed supporting information. Disputes as to invoices are deemed waived fifteen (15)days followingthe invoice date.In the eventthat any portion of an invoiceis undisputed,such undisputed amount must be paid by no later than the invoice due date. 4.3.NoSet Off.Neither Customer nor any related entities (or representatives or agents thereof)shall attempt toset off or recoup any invoiced amounts or any portion thereof against other amounts that are due or may become due from USDD,its parent,affiliates,subsidiaries or other legal entities, business divisions, or units. 4.4.Credit Card Payments.All USDD quotes are developed for the Customer with the understanding the eventualany purchase of the Products listed thereon willwouldbe facilitated usingsubject to USDD’sstandardPurchase Order and Invoiceprocess.If Ccustomer wouldrather seek touse aCredit Card for purchase, then said order would be subject to a 4% credit card surcharge. SURCHARGES. 5.1.In additionto any Productrepricing under Section 8.2,USDD may,from time-to-timeand inits solediscretion,issue surcharges on new and existing Orders in order to mitigate and/or recover increased operating costs arising out of or related to,without limitation:(a)foreign currency exchange variation,(b)increased cost of third-party content,labor and materials,(c)impact of governmenttariffs or other actions,and (d)any conditions that increase USDD’s costs,including withoutlimitation increasedlabor,freight,material or supply costs,or increasedcosts due to inflation(collectively, “Surcharges”).Such Surcharges will not be considered a “price increase”as contemplatedhereunder and will be effective upon notice to Customer. For avoidance of doubt,Orders placed prior to the Terms andConditions Effective Date whichhave not been delivered,including thoseon backlog or which requested delivery more than twelve (12) months from the date of Order, are subject to Surcharges. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 12 of 16 5.2.USDD will invoiceCustomer,and Buyer agrees to pay for any Surcharges pursuant tothe standard paymentterms in theseTerms and Conditions.If a dispute arises with respect to Surcharges and that dispute remains open for more than fifteen (15)days,USDD may,in its sole discretion,withhold performance or future shipments, or combine any other rights and remedies under this Agreement or permitted by law, until the dispute is resolved. The terms of this Section shall prevail inthe eventof inconsistency with any other terms in theseTerms and Conditions.Any Surcharges,as well as the timing,effectiveness,andmethodof determination thereof,willbe separate from and in addition to any changes to pricing that are affectedby any other provisions in these Terms and Conditions. CANCELLATION AND SUSPENSION. Any Order resulting from this proposal is subject to cancellation or instructions to suspend work by the Customer only upon agreement to pay USDD for all work in progress, all inventoried or ordered project parts and materials, and all other costs incurred by USDD related to the Order. TAXES. USDD’s pricing excludes all taxes (including but not limited to sales, use, excise, value-added, and other similar taxes), tariffs and duties (including, but not limited to, amounts imposed upon the Product(s) or bill of material thereof under any Trade Act, including, but not limited to, the Trade Expansion Act, section 232 and the Trade Act of 1974, section 301) and charges (collectively “Taxes”). All Taxes of any kind levied by any federal, state, municipal or other governmental authority, which tax USDD is required to collect or pay with respect to the production, sale, or delivery of products sold to Customer, shall be the responsibility of and be invoiced to Customer, unless, at the time of Order placement, Customer furnishes USDD with a valid exemption certificate or other documentation sufficient to verify exemption from Taxes, including, but not limited to, a direct pay permit. Customer agrees to pay all such Taxes and further agrees to reimburse USDD for any such payments made by USDD. SHIPPING/DELIVERY/RISK OF LOSS. 8.1.Delivery Liability. Delivery and shipment dates for Products are estimates only. Deliveries may be made in partial shipments. USDD and its affiliated entities are not liable, either directly or indirectly, for delays of carriers or delays in connection with any Force Majeure Event (as defined in Section 17 below), and the estimated delivery date shall be extended accordingly. 8.2.Future Delivery and Repricing. USDD will schedule delivery in accordance with its standard lead times unless the Order states a later delivery date or the parties otherwise agree in writing. USDD will accept Orders with a future ship date of up to eighteen (18) months from the date of the entry of the Order. Customer agrees that in the event an Order is scheduled to be delivered more than six (6) months from the date of the entry of the Order, USDD may, in its sole determination and at each six (6) month anniversary of the date of the entry of the Order, adjust the pricing of the Order to conform to the then-current prices of the USDD Products included in the Order. USDD will include any repricing in its final invoice related to the Order. 8.3.Storage Fees. If delivery takes place more than six (6) months from the date of the entry of the Order, Customer agrees to pay USDD a storage fee (the “Storage Fee”), as set forth in the quote, for each month after six (6) months from the date of the entry of the Order Customer has not taken delivery of the Products in the Order. USDD will separately invoice any storage fees owed under this Section at the end of each month for which the storage fees are owed. 8.4.Title & Risk of Loss. Unless otherwise specifically detailed in this quote, delivery terms for Products (excluding software and services) are (i) EX Works (EXW Incoterms 2020) USDD’s point of shipment (“USDD Dock”) for all shipments (except that USDD is responsible for obtaining any export license), and (ii) F.O.B. USDD Dock for all domestic shipments. For shipments from a USDD Dock to a Buyer location within the same country, the import/export provisions of the INCOTERMS do not apply. USDD shall be responsible for obtaining insurance on each shipment to Customer for the full value of the shipment. Shipment shall be to a single point of delivery. LIMITED WARRANTY. CUSTOMER’S EXCLUSIVE REMEDIES AND USDD’S SOLE LIABILITY AS TO ANY WARRANTY CLAIM ON ANY PRODUCT SOLD IN CONNECTION WITH THIS QUOTE IS AS SET FORTH IN THIS SECTION. SUCH REMEDIES ARE IN LIEU OF ANY OTHER LIABILITY OR OBLIGATION OF USDD, INCLUDING WITHOUT LIMITATION ANY LIABILITY OR OBLIGATION FOR DAMAGE, LOSS, OR INJURY (WHETHER DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL) ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE PRODUCTS. CREDIT, REPAIR OR REPLACEMENT (AT USDD’S OPTION) IS THE SOLE REMEDY PROVIDED HEREUNDER. NO EXTENSION OF THIS WARRANTY WILL BE BINDING UPON USDD UNLESS SET FORTH IN WRITING AND SIGNED BY A USDD AUTHORIZED REPRESENTATIVE. 9.1.Product Warranty Terms. Subject to the terms, conditions and limitations contained herein, and unless USDD has otherwise provided an alternative written warranty (in which case the terms of such warranty will control), USDD warrants and guarantees its products will be free from defects in workmanship and materials (collectively, “Defects”) for 12 months from the date of shipment to Customer (“Warranty Period”). This limited warranty does not cover defects caused by normal wear and tear or maintenance. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 13 of 16 9.2.Product Defects. If a Defect with a Product arises and a valid claim is made within the Warranty Period, Customer shall initiate the RMA process as described below. Upon approval, USDD, at its option, will either (1) repair the Product defect at no charge, using new parts or parts equivalent to new in performance and reliability or (2) exchange the Product with a Product that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original Product. Any replacement Product or part, including a user-installable part that has been installed in accordance with instructions provided by USDD, shall remain under warranty during the Warranty Period or for ninety (90) days from the date of repair, whichever is longer. When a Product or part is exchanged, any replacement item becomes the Customer’s property and the replaced item becomes the property of USDD. Parts provided by USDD in fulfillment of its warranty obligation must be used in the same USDD Fire Station Alerting System for which the warranty claim is made. 9.3.Procedure for Warranty Claims. 9.3.1.Prior to making a Warranty claim,Customer is encouraged to review USDD’s online help resources.Thereafter,to make a valid claim hereunder,Customer must contact USDD technical support and describe the problem or defect with specificity.The first suchcontact mustoccur during the WarrantyPeriod.USDD’s technical supportcontact informationcan be found on USDD’s web site at http://stationalerting.com/home/about- usdd/contact-usdd/.Customer must useits bestefforts to assistindiagnosing defects,follow USDD’s technical instructions,and fully cooperate inthe diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder. 9.3.2.Customer shall be responsible for appropriately packing and shipping Products,to USDD for repair,and shall bear all risksand costs associated withof,shipping any Product to USDD for repairthe same.USDD shall be responsible for,and bear all risks and costs of,returning any Product to Customer after repair or replacement,but Customer will be responsiblefor paying any customs or importduties payableupon receipt of any repaired or replacement Products. A replacement Product will be returned to Customer configured as it was when the Product was originally purchased, subject to applicable updates. 9.4.Return Material Authorization Process.If a Customer makes a warranty claim for a Product during the Warranty Period,the Customer shall provide USDD with the Product model and serial number and failure information to initiate the RMAprocess.UponUSDD’s issuanceof theRMA, USDD will send the replacement Product,shipped postage paid ground shipping,to the address provided by Customer.RMA requests approved between 12:00 a.m.and 2:00 p.m.Mountain Standard Time are shipped on the same business day.After 2:00 p.m.Mountain Standard Time,the replacement Product is shipped on the next business day.All RMA requests are processed on the business day on which the request was received, excluding holidays.Included withthe shipped package will be return shipment instructions and a pre-paid returnshipping label for the Product that the Customer is returning.Theoriginal Product mustbe returned inthe shipping box provided by USDD.No goods will be accepted for exchange or return without a pre-approved RMAnumber or which have not been properly packagedin USDD’sshipping box to ensurethat goods are not damaged due to improper packingand theshipping process.The original Product mustbe shipped back within10 days of receivingthe replacement.Failure toreturn theoriginal Product,or failure to return in an appropriate manner,will cause Customer to incur a replacement charge equal to full marketvalue of the replacement Product. 9.5.NoFault Found.USDD reserves the rightto charge 50%of the standard repair priceifthe returned Productis found to have no defect covered by the Warranty.Customer understands that this fee isintendedto discouragereturnof Products prior to proper troubleshooting or returnbecause the product is “old.”Product returns will not be allowed if,upon examination of the returnedProduct,itis determinedthat theProduct was subjected to accident, misuse,neglect,alteration,improper installation,unauthorized repair,improper testing,or poor packaging upon return.In such event,USDD shall invoice Customer for the full market value of the replacement Product. 9.6.WARRANTY EXCLUSIONS & DISCLAIMERS. 9.6.1.USDD does not warrant that the operation of its Products or any related peripherals will be uninterrupted or error-free.USDD further does not warrant nor support any system configuration that deviates from this specific quote’s documented station system design file number. 9.6.2. USDD does not warrant or support any system not installed by G2 Trained & Certified Installation technician (installer). If Customer intends to tie this system into any 3rd-party system or devices,USDD will be unable to warrant or support the Products unless USDD has had a chance to review documented engineering assumptions and approve system integrity, performance, and reliability expectations. 9.6.3. USDD is not responsible for damage arising from Customer’s failure to follow instructions relating to the use of the Products. This Warranty does not apply to any Products, including the hardware or software, not used for its intended purpose. 9.6.4.USDD cannot warrantnor supportany system not using USDD-approvedUninteruptablePower Supply Battery Backup.This Warranty does not apply to monitors or televisions manufactured by third parties.Repair or replacement of such components shall be subject exclusively to the manufacturer’s warranty, if any. Recovery and reinstallation of hardware and user data (including passwords) are not covered under this Warranty. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 14 of 16 9.6.5.This Warranty does not apply:(a)to consumable parts,such as batteries,unless damage has occurred due to a defect in materials or workmanship;(b)to cosmetic damage,includingbut not limitedto scratches,dents and brokenplastic on ports;(c)to damage caused by use withnon- USDD products;(d)to damage caused by accident,abuse,misuse,flood,lightning,fire,earthquake or other external causes;(e)todamage caused by operating the Product outside the permitted or intendeduses describedby USDD;(f)to damage or failure causedby installationor service (including upgrades and expansions)performed by anyone who is not a representative of USDD or a USDD authorized installer or service provider;(g)to a Product or part that has been modifiedtoalter functionality or capability withoutthe writtenpermissionof USDD;(h)to Software (asdefined below);(i) to any other damage caused by an event or action outside of USDD’s control,including,without limitation,Customer’s failure to apply required or recommended updatres or patches to any Software or Product; or (h) if any serial number has been removed or defaced. LIMITATIONS OF LIABILITY.TO THE EXTENT PERMITTED BY LAW,THE LIMITED WARRANTYIN SECTION 9 OF THESE TERMSAND CONDITIONS AND ANY OTHER REMEDIESSET FORTH ABOVEARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,REMEDIES AND CONDITIONS,WHETHERORAL OR WRITTEN,STATUTORY,EXPRESS OR IMPLIED.AS PERMITTED BY APPLICABLE LAW, USDD SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES,INCLUDING,WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,FITNESSFOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS.If USDD cannot lawfully disclaim statutoryor impliedwarranties,then tothe extent permitted by law,all such warranties shall be limitedin duration to the duration of this express Warranty and to repair or replacement service as determined by USDD in its sole discretion. No reseller, agent, or employee is authorized to make any modification,extension,or addition to this Warranty.If any term is held to be illegal or unenforceable,the legality or enforceability of the remaining terms shall not be affected or impaired. EXCEPT AS PROVIDED IN THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND CONDITIONS,AND TO THE EXTENT PERMITTED BY LAW,USDD IS NOT RESPONSIBLE FOR DIRECT,SPECIAL,INCIDENTAL,PUNITIVE,OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY OR CONDITION,OR UNDER ANY OTHER LEGAL THEORY,INCLUDING BUT NOT LIMITED TOLOSS OF USE;LOSS OF REVENUE;LOSS OF THE USEOF MONEY;LOSS OF ANTICIPATED SAVINGS;LOSS OF GOODWILL; LOSS OF REPUTATION;AND LOSS OF,DAMAGE TO OR CORRUPTION OF DATA.USDD IS NOT RESPONSIBLE FOR ANY INDIRECT LOSS OR DAMAGE HOWSOEVER CAUSED,INCLUDING THE REPLACEMENT OF EQUIPMENT AND PROPERTY,ANY COSTS OF RECOVERING PROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA STORED OR USED WITH USDD PRODUCTS,AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE PRODUCT. ALL PRODUCT CLAIMS ARE LIMITED TO THOSE EXCLUSIVE REMEDIES SET FORTH IN THE LIMITED WARRANTY IN SECTION 9 OF THESE TERMS AND CONDITIONS.USDD’S AGGREGATE LIABILITY IN CONNECTION WITH THEREWITH SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS PAID BY CUSTOMER TO USDD FOR THE PRODUCTS GIVING RISE TO THE CLAIM. CUSTOMER SHALL NOT BRING A LEGAL OR EQUITABLE ACTION AGAINST USDD MORETHAN ONE YEAR AFTER THE FIRST EVENT GIVING RISETOACAUSEOF ACTION,UNLESS A SHORTER LIMITATIONS PERIOD IS PROVIDED BY APPLICABLE LAW.USDD disclaims any representationthat it will be able to repair any Hardwareunder this Warrantyor make a productexchangewithoutriskto or loss of the programs or data stored thereon. SERVICE AGREEMENT.The Product being purchased hereunder is not subject toany post-Warranty service agreement or maintenance program unless specifically contracted for between USDD and Customer.USDD offers a comprehensive post-Warranty Service Agreement at additional cost. Customer should contact USDD regarding its Service Agreement and costs associated therewith. SOFTWARE PRODUCTS.All softwareProducts delivered by USDD to Customer or for which USDD provides access,including,without limitation, USDD’s mobileapplicationsoftware and Products withembedded software or firmware (collectively,“Software”)are not sold and are licensed.At all times that Customer is in compliance with the terms of these Terms and Conditions and any other agreement between the parties, Customer shall have a non-exclusive,non-transferable,fully paid license to use theSoftware,but only in conjunction withthe Products provided by USDD and Customer’s firestationalerting system (the“License”).Theterms of suchSoftware Licensemaybe setforth inaseparatesoftware license agreement or end user license agreement provided by USDD with such Software.In no event shall Customer have any right to (or authorize or allow any third party to) distribute, sell, lend, rent, transfer, or convey the Software; grant any sublicense, lease, or other rights in the Software; decompile, disassemble, reverse engineer,or otherwise attempt toreconstruct,identify,or discover any sourcecode,underlyinguser interfacearchitecture or techniques,or algorithms of the Software by any means;or take any action that would cause the Software or any portion of it tobe placed in the public domain.In the event of a conflict between the terms of any Software license terms provided upon download or purchase a purchase and these Terms and Conditions,the relevant Software license terms shall control solely with respect to such Software. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 15 of 16 INTELLECTUAL PROPERTY:Customer hereby agrees and acknowledges that USDD owns all rights,title,and interest in and to the Intellectual Property (as defined below).Customer agrees to not remove,obscure,or alter USDD’s or any third party's copyright notice,trademarks,or other proprietary rights noticesaffixed toor containedwithin or accessed in conjunction withor through USDD’s Product(as defined below).Nothingherein shall be deemed togive,transfer,or convey to Customer any rights in the Intellectual Property other than theLicense,as set forth above.For purposes of this Section,“Intellectual Property"means any and all rights of USDD related to USDD’s Products existingfrom time to time under patent law, copyright law,tradesecretlaw,trademark law,unfair competitionlaw,and any and all other proprietary rights,and any and all derivative works,work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effective worldwide. REMOTE ACCESS TO THE SYSTEM. 14.1.Remote Access.USDD requires remote network access to the Customer’s Products through Secure Shell (SSH)toperform implementationand support tasks under this Agreement.To enable remotenetwork access,the Customer will provideUSDD supportpersonnel VPN or similar remote network access to the Products for USDD support personnel (“Customer Support”)to effectively troubleshoot critical or complex problems and to expedite resolution of such issues.Remote network access isalso used to install core software upgrades and customized software.USDD will only access Customer’s Products with the knowledge and consent of Customer. USDD will not access any other systems or data. 14.2.Alternativeto Network Access.If the Customer elects not toprovideremotenetwork access to theProducts,thenUSDD may not be able to perform somesupport functions.Customers thatelect not to routinely provide network accessmay temporarily reinstate this access to allow USDD to perform the above services.The following services will not be performed without this access:Product software upgrades;Product software customization; Network troubleshooting assistanceincluding packet capture and network monitoring on USDD devices;Detailed loganalysis;Bulk updates to certain Product database tables; Troubleshooting that requires low-level system access or large file transfer. 14.3.TimelyAccess.Customers muchensurethat remote access isavailable prior to notifying USDD of a support request.Inthe event that the Customer is unable to provide remote access,USDD will not be required to provide support outside those tasks that do not require remote access,and any corresponding resolution response times will not apply. 14.4.Physical SecurityTokens.USDD has multiplesoftwareengineers that provide after-hours support and these engineers do not typically take security tokens from the USDD office. If the customer requires the use of physical security tokens, this may delay after hours service. GOVERNING LAW.This proposal andany contract or agreement resulting therefrom will be governed by and construed according to the laws of the State of Arizona without regard to its conflicts of law principles. DISPUTE RESOLUTION/ARBITRATION.Before either USDD or Customer initiate any disputeresolution process related tothe Agreement,they must schedule a mandatory executive resolution conference to be held within thirty (30)days of receipt of the other party’s written request.The conference must be attended by at least one executive from each party. At the conference, each party will present its view of the dispute in detail and the executives will enter into good faith negotiations in an attempt toresolve the dispute.If the dispute is not resolved within fifteen (15)days of the end of theconference or ifone party refuses to attend theexecutive resolutionconference,then USDD and Customer further agree that any remaining dispute between them arising out of or relating tothis Agreement will be settled by arbitration administeredby theAmerican ArbitrationAssociation under its Commercial Arbitration Rules,to the extent suchrules are not inconsistent with this Section,inthe AAA’s Phoenix regional office by a single,neutral arbitrator.Discovery maybe conductedeither upon mutual consent of the parties or by order of the arbitrator upon good cause being shown.Inruling on motionspertaining to discovery,the arbitrator shall consider that thepurposeof arbitrationis to provide for the efficient and inexpensive resolution of disputes,and the arbitrator shall limit discovery whenever appropriate to ensure thatthis purpose is preserved.The arbitrator shall permit dispositive motions and issueawrittendecision sufficient toexplain the essential findings and conclusions and may award damages.Any award rendered by the arbitrator will be final and binding upon USDD and Customer,and judgment may be entered upon it in accordance withapplicable law in any court having jurisdiction thereof.USDD and Customer expressly and irrevocably consent to the jurisdiction of the Maricopa County Superior Court of Arizona for such purpose.In the event a dispute issubmitted toarbitration pursuant tothis Section,theprevailing party shall be entitled to the payment of its reasonable attorneys’fees and costs,as determinedby the arbitrator.Eachof theparties shall keep all disputes and arbitration proceedings strictly confidential, except for disclosures of information required by applicable law or regulation. PROPRIETARY and CONFIDENTIAL STANDARD Ts&Cs Page 16 of 16 FORCE MAJEURE.Except for Customer’s duty to pay sums due hereunder,neither party will be liable to the other for any failure to meet its obligations due to any Force Majeure Event.As used herein,a “Force Majeure Event”is one that is beyond the reasonable control of the non- performing party and may include,but is not limited to:(a)delays or refusals to grant an export license or the suspension or revocation thereof,(b) embargoes,blockages,seizure or freeze of assets,or any other acts of any government that wouldlimit aparty’s ability to perform the Contract,(c) fires,earthquakes,floods,tropical storms,hurricanes,tornadoes,severe weather conditions,or any other acts of God,(d)quarantines,pandemics,or regional medical crises,(e)labor strikes,lockouts,or pandemic worker shortages,(f)riots,strife,insurrection,civil disobedience,landowner disturbances,armed conflict,terrorism or war,declaredor not (or impending threat of any of the foregoing,if such threat might reasonably be expected to cause injury to people or property),and (g)shortages or inability toobtain materialsor components.The party unable to fulfill its obligations due to ForceMajeurewill promptly (i)Notify theother inwritingof thereasons for its failureto fulfill its obligations and theeffect of such failure;and (ii)Use all reasonable efforts to avoid or remove the cause and perform its obligations. If a Force Majeure Event results in a delay, then the date of performance will be extended by the period of time that the non-performing party is actually delayed or for any other period as the parties may agree in writing. In the event that a Force Majeure Event is ongoing for a period of time which is sixty (60) days or longer, USDD may provide notice to Customer that it is cancelling its Order. ACCEPTANCE OF TERMS.This proposal shall become a binding contract between the Customer and USDD when accepted in writing by the Customer.Withoutlimitingthe foregoing,issuance by Customer of a purchaseorder to USDD for any of the goods or services herein describedshall constitute acceptance.Any suchacceptance shall be withthe mutual understanding that these Terms and Conditions of this proposal area part thereof with the same effect as though signed by both parties named herein and shall prevail over any inconsistent provision of said order. No waiver, alteration, or modification of these terms and conditions shall be binding unless in writing and signed by an authorized representative of USDD. SEVERABILITY.In the event any provision or portion of a provision herein is determined to be illegal,invalid,or unenforceable,the validity and enforceability of theremainingprovisions shall not be affected and,in lieuof suchprovision,aprovision as similar interms as may be legal,valid,and enforceable shall be added hereto. WAIVER.Thefailure of either party to insist upon strictperformance of any provisionof theseTerms and Conditions,or to exerciseany right provided for herein,shall not be deemed tobe a waiver for the future of such provision or right,and no waiver of any provision or right shall affect the right of the waiving party to enforce any provision or right herein. NO JOINT VENTURE.The parties acknowledge that they are independent entities and nothing contained in these Terms and Conditions shall be construed toconstitute either party hereto as the partner,joint venturer,employee,agent,servant,franchisee,or other representative of the other party hereto,and neither party has the rightto bind or obligatethe other,except as otherwise providedherein.Furthermore,nothing contained in these Terms and Conditions shall be construed to constitute Customer as an exclusive purchaser of the Products in any respect. THIS QUOTE SUBJECT TO REVIEW FOR ERRORS AND OMISSIONS. US D D . A Z _ F T H L . F S 0 1 . D W G de s i g n b y A B C D 4 3 2 1 4 2 1 A B C D 3 pr o j e c t bu i l d i n g fi l e n a m e da t e T H I S D O C U M E N T CONTAINS CONFIDENTIAL A N D P R OP R IE T ARY INFORMATION WHICH IS THE EXCLUSIVE PROPERTY OF US DIGITAL DESIGNS, INC. REPRODUCTION, DISTRIBUTION OR USE BY OTHERS, IN WHOLE OR IN PART, IS NOT PERMITTED WITHOUT THE WRITTEN AUTHORIZATION FROM US DIGITAL DESIGNS, INC. PoE = G2 ATX Power-over-Ethernet (PoE) ports 1...8 and G2 Expansion Module ports 1...12 A.n = G2 ATX Amplifier 1...4 EA.n = G2 External Amplifier 1...n CH.n = G2 Message Remote 2 Channel 1 or 2 8 / 0 2 / 2 0 2 3 - 3 : 3 0 P M SYMBOL DESCRIPTION G2 I/O REMOTE PUSH BUTTON - RED G2 STROBE LIGHT SPEAKER, WEATHER-PROOF SPEAKER, FLUSH MOUNT SPEAKER, METAL BOX G2 LED SPEAKER, FLUSH MOUNT G2 LED SPEAKER, METAL BOX OEM TRANSFORMER G2 HDTV REMOTE G2 COLOR INDICATOR REMOTE OEM FLAT PANEL MONITOR, XX", WITH MOUNT G2 MESSAGE SIGN (STANDARD 24") VOLUME CONTROL (CUSTOMER SUPPLIED) G2 ROOM REMOTE 2 ARTICULATING ARM MOUNT - LONG ADAPTER PLATE DOUBLE PUSH BUTTON - BLACK G2 OMNIALERT STROBE SPEAKER G2 MESSAGE SIGN (MINI 12") G2 MESSAGE SIGN (EXTENDED 36") ADAPTER PLATE SINGLE G2 MESSAGE REMOTE 2 G2 ATX STATION CONTROLLER G2 EXPANSION MODULE G2-UNINTERRUPTIBLE POWER SUPPLY OEM AMPLIFIER SYMBOL DESCRIPTION TVR PBBLACK PB RED CIR STR ATX I/O T UPS AMP MR2 EXP RR2 S S S ADS MSE MSML MSS MSM VC S S ADP MSML S LAR G2 LOCAL AREA REMOTE FPD MOUNT FPM - XX" ad d r e s s E N D - U SER -A P P R O VA L I N S T A L L E R -RE V I E W END-USER APPROVES STATION DESIGN FOR PURPOSES OF OBTAINING QUOTE. INSTALLER CONFIRMS DESIGN ALIGNS WITH SITE CONDITIONS. (SPEAKER MOUNTING TYPE, ATX LOCATION ETC.) SIGNATURE REQUIRED G2 VIDEO DOOR STATIONVDS FO U N T I N H I L L S R U R A L M E T R O F I R E D E P T , A Z FI R E S T A T I O N 1 - M A I N F L O O R 16 4 2 6 E . P A L I S A D E S B L V D DW K NOTES: 1. SEE ARCHITECTURAL SPECIFICATIONS FOR ALL ROUGH-IN AND INSTALLATION DETAILS. 2. US DIGITAL DESIGNS DOES NOT SUPPLY BACK BOXES, CONDUITS, OR MOUNTING FASTENERS. 3. PHOENIX G2 SYSTEM IS ABLE TO SIGNAL OWNER-FURBISHED SYSTEMS, (EXHAUST, LIGHT, GAS SHUT OFF, ETC.) BUT USDD DOES NOT SUPPLY THESE SYSTEMS AND CANNOT WARRANT OR SUPPORT ANY OF THEIR PERFORMANCE BEYOND THE TRANSMISSION OF RELAY SIGNAL TO THEM. 4. US DIGITAL DESIGNS FIRE STATION ALERTING PLANS ARE DIAGRAMMATIC AND FOR QUOTING PURPOSES ONLY. DRAWING MAY NOT BE TO SCALE. INSTALLER NOTES: 1. INSTALLER TO VERIFY WALL AND CEILING TYPE TO DETERMINE NEED FOR FLUSH OR SURFACE MOUNT INSTALLATION OF EQUIPMENT SPECIFIED. 2. INSTALLER TO COORDINATE CONNECTION BETWEEN ATX STATION CONTROLLER’S LINE-LEVEL AUDIO OUTPUT AND (EXISTING) OWNER-FURBISHED HOUSE AUDIO SYSTEM (AMP). (IF APPLICABLE) 3. INSTALLER TO PROVIDE CAT6 & 18/4 CABLES FROM ATX CONTROLLER TO CUSTOMER'S STATION RADIO FOR BACKUP. 4. INSTALLER TO PROVIDE CAT6 CABLE FROM ATX CONTROLLER WAN OUTPUT TO CUSTOMER'S IN-STATION NETWORK. 5. INSTALLER TO COORDINATE CONNECTION BETWEEN EXISTING STATION LIGHTING CONTROL SYSTEM AND RELAY OUTPUT FROM ATX STATION CONTROLLER OR I/O REMOTE WITH OWNER. (IF APPLICABLE) 6. VOLUME CONTROL TO BE PROVIDED BY OWNER OR INSTALLER IF SHOWN ON DRAWING. 7. INSTALLER TO VERIFY AND CONSIDER LOCATION(S) OF NETWORK AND RADIO CONNECTIONS. ADP MSML MSS MSS PoE ADP MSML MSS MSS PoE MS S PoE RR 2 PoEA.3 A.2 A.2 A.1 EA.1 S SS S S S S S SS S S Count Name 5 G2 PoE PORT REQUIRED Count Name 1 EXTERNAL AMPLIFIER (60-100W) 1 G2 ATX STATION CONTROLLER 1 G2 ATX-EXP RACK EARS (ATX-E) 1 G2 HDTV REMOTE 14 G2 LED SPEAKER (G2-LVL-HC-70) 1 G2 LED SPEAKER-BOX 5 G2 MESSAGE SIGN STANDARD (MS-G2-S) 2 G2 MS ADAPTOR PLATE DOUBLE (AP-D) 1 G2 UPS (G2-UPS) 1 G2 UPS WALL-MOUNT (UPS-WMB) 2 MS-MNT-ART-L 1 PUSH BUTTON (BLACK) 1 PUSH BUTTON (RED) 2 ROOM REMOTE 2 (RR-2) 13 SPEAKER FLUSH MOUNT 6 SPEAKER WEATHER-PROOF US D D . A Z _ F T H L . F S 0 1 . D W G de s i g n b y A B C D 4 3 2 1 4 2 1 A B C D 3 pr o j e c t bu i l d i n g fi l e n a m e da t e T H I S D O C U M E N T CONTAINS CONFIDENTIAL A N D P R OP R IE T ARY INFORMATION WHICH IS THE EXCLUSIVE PROPERTY OF US DIGITAL DESIGNS, INC. REPRODUCTION, DISTRIBUTION OR USE BY OTHERS, IN WHOLE OR IN PART, IS NOT PERMITTED WITHOUT THE WRITTEN AUTHORIZATION FROM US DIGITAL DESIGNS, INC. PoE = G2 ATX Power-over-Ethernet (PoE) ports 1...8 and G2 Expansion Module ports 1...12 A.n = G2 ATX Amplifier 1...4 EA.n = G2 External Amplifier 1...n CH.n = G2 Message Remote 2 Channel 1 or 2 8 / 0 2 / 2 0 2 3 - 3 : 3 0 P M SYMBOL DESCRIPTION G2 I/O REMOTE PUSH BUTTON - RED G2 STROBE LIGHT SPEAKER, WEATHER-PROOF SPEAKER, FLUSH MOUNT SPEAKER, METAL BOX G2 LED SPEAKER, FLUSH MOUNT G2 LED SPEAKER, METAL BOX OEM TRANSFORMER G2 HDTV REMOTE G2 COLOR INDICATOR REMOTE OEM FLAT PANEL MONITOR, XX", WITH MOUNT G2 MESSAGE SIGN (STANDARD 24") VOLUME CONTROL (CUSTOMER SUPPLIED) G2 ROOM REMOTE 2 ARTICULATING ARM MOUNT - LONG ADAPTER PLATE DOUBLE PUSH BUTTON - BLACK G2 OMNIALERT STROBE SPEAKER G2 MESSAGE SIGN (MINI 12") G2 MESSAGE SIGN (EXTENDED 36") ADAPTER PLATE SINGLE G2 MESSAGE REMOTE 2 G2 ATX STATION CONTROLLER G2 EXPANSION MODULE G2-UNINTERRUPTIBLE POWER SUPPLY OEM AMPLIFIER SYMBOL DESCRIPTION TVR PBBLACK PB RED CIR STR ATX I/O T UPS AMP MR2 EXP RR2 S S S ADS MSE MSML MSS MSM VC S S ADP MSML S LAR G2 LOCAL AREA REMOTE FPD MOUNT FPM - XX" ad d r e s s E N D - U SER -A P P R O VA L I N S T A L L E R -RE V I E W END-USER APPROVES STATION DESIGN FOR PURPOSES OF OBTAINING QUOTE. INSTALLER CONFIRMS DESIGN ALIGNS WITH SITE CONDITIONS. (SPEAKER MOUNTING TYPE, ATX LOCATION ETC.) SIGNATURE REQUIRED G2 VIDEO DOOR STATIONVDS FO U N T I N H I L L S R U R A L M E T R O F I R E D E P T , A Z FI R E S T A T I O N 1 - M A I N L E V E L 16 4 2 6 E . P A L I S A D E S B L V D DW K NOTES: 1. SEE ARCHITECTURAL SPECIFICATIONS FOR ALL ROUGH-IN AND INSTALLATION DETAILS. 2. US DIGITAL DESIGNS DOES NOT SUPPLY BACK BOXES, CONDUITS, OR MOUNTING FASTENERS. 3. PHOENIX G2 SYSTEM IS ABLE TO SIGNAL OWNER-FURBISHED SYSTEMS, (EXHAUST, LIGHT, GAS SHUT OFF, ETC.) BUT USDD DOES NOT SUPPLY THESE SYSTEMS AND CANNOT WARRANT OR SUPPORT ANY OF THEIR PERFORMANCE BEYOND THE TRANSMISSION OF RELAY SIGNAL TO THEM. 4. US DIGITAL DESIGNS FIRE STATION ALERTING PLANS ARE DIAGRAMMATIC AND FOR QUOTING PURPOSES ONLY. DRAWING MAY NOT BE TO SCALE. INSTALLER NOTES: 1. INSTALLER TO VERIFY WALL AND CEILING TYPE TO DETERMINE NEED FOR FLUSH OR SURFACE MOUNT INSTALLATION OF EQUIPMENT SPECIFIED. 2. INSTALLER TO COORDINATE CONNECTION BETWEEN ATX STATION CONTROLLER’S LINE-LEVEL AUDIO OUTPUT AND (EXISTING) OWNER-FURBISHED HOUSE AUDIO SYSTEM (AMP). (IF APPLICABLE) 3. INSTALLER TO PROVIDE CAT6 & 18/4 CABLES FROM ATX CONTROLLER TO CUSTOMER'S STATION RADIO FOR BACKUP. 4. INSTALLER TO PROVIDE CAT6 CABLE FROM ATX CONTROLLER WAN OUTPUT TO CUSTOMER'S IN-STATION NETWORK. 5. INSTALLER TO COORDINATE CONNECTION BETWEEN EXISTING STATION LIGHTING CONTROL SYSTEM AND RELAY OUTPUT FROM ATX STATION CONTROLLER OR I/O REMOTE WITH OWNER. (IF APPLICABLE) 6. VOLUME CONTROL TO BE PROVIDED BY OWNER OR INSTALLER IF SHOWN ON DRAWING. 7. INSTALLER TO VERIFY AND CONSIDER LOCATION(S) OF NETWORK AND RADIO CONNECTIONS. A.4 RR 2 PoE A.3 A.2 A.3 A.1 S S S S S S S S S S S S S US D D . A Z _ F T H L . F S 0 1 . D W G de s i g n b y A B C D 4 3 2 1 4 2 1 A B C D 3 pr o j e c t bu i l d i n g fi l e n a m e da t e T H I S D O C U M E N T CONTAINS CONFIDENTIAL A N D P R OP R I ET ARY INFORMATION WHICH IS THE EXCLUSIVE PROPERTY OF US DIGITAL DESIGNS, INC. REPRODUCTION, DISTRIBUTION OR USE BY OTHERS, IN WHOLE OR IN PART, IS NOT PERMITTED WITHOUT THE WRITTEN AUTHORIZATION FROM US DIGITAL DESIGNS, INC. PoE = G2 ATX Power-over-Ethernet (PoE) ports 1...8 and G2 Expansion Module ports 1...12 A.n = G2 ATX Amplifier 1...4 EA.n = G2 External Amplifier 1...n CH.n = G2 Message Remote 2 Channel 1 or 2 8 / 0 2 / 2 0 2 3 - 3 : 3 0 P M SYMBOL DESCRIPTION G2 I/O REMOTE PUSH BUTTON - RED G2 STROBE LIGHT SPEAKER, WEATHER-PROOF SPEAKER, FLUSH MOUNT SPEAKER, METAL BOX G2 LED SPEAKER, FLUSH MOUNT G2 LED SPEAKER, METAL BOX OEM TRANSFORMER G2 HDTV REMOTE G2 COLOR INDICATOR REMOTE OEM FLAT PANEL MONITOR, XX", WITH MOUNT G2 MESSAGE SIGN (STANDARD 24") VOLUME CONTROL (CUSTOMER SUPPLIED) G2 ROOM REMOTE 2 ARTICULATING ARM MOUNT - LONG ADAPTER PLATE DOUBLE PUSH BUTTON - BLACK G2 OMNIALERT STROBE SPEAKER G2 MESSAGE SIGN (MINI 12") G2 MESSAGE SIGN (EXTENDED 36") ADAPTER PLATE SINGLE G2 MESSAGE REMOTE 2 G2 ATX STATION CONTROLLER G2 EXPANSION MODULE G2-UNINTERRUPTIBLE POWER SUPPLY OEM AMPLIFIER SYMBOL DESCRIPTION TVR PBBLACK PBRED CIR STR ATX I/O T UPS AMP MR2 EXP RR2 S S S ADS MSE MSML MSS MSM VC S S ADP MSML S LAR G2 LOCAL AREA REMOTE FPD MOUNT FPM - XX" ad d r e s s E N D - U SER -A P P R O V A L I NS T A L L E R -R E V I E W END-USER APPROVES STATION DESIGN FOR PURPOSES OF OBTAINING QUOTE. INSTALLER CONFIRMS DESIGN ALIGNS WITH SITE CONDITIONS. (SPEAKER MOUNTING TYPE, ATX LOCATION ETC.) SIGNATURE REQUIRED G2 VIDEO DOOR STATIONVDS FO U N T A I N H I L L S R U R A L M E T R O F I R E D E P T , A Z FI R E S T A T I O N 1 - U P P E R L E V E L 16 4 2 6 E . P A L I S A D E S B L V D DW K NOTES: 1. SEE ARCHITECTURAL SPECIFICATIONS FOR ALL ROUGH-IN AND INSTALLATION DETAILS. 2. US DIGITAL DESIGNS DOES NOT SUPPLY BACK BOXES, CONDUITS, OR MOUNTING FASTENERS. 3. PHOENIX G2 SYSTEM IS ABLE TO SIGNAL OWNER-FURBISHED SYSTEMS, (EXHAUST, LIGHT, GAS SHUT OFF, ETC.) BUT USDD DOES NOT SUPPLY THESE SYSTEMS AND CANNOT WARRANT OR SUPPORT ANY OF THEIR PERFORMANCE BEYOND THE TRANSMISSION OF RELAY SIGNAL TO THEM. 4. US DIGITAL DESIGNS FIRE STATION ALERTING PLANS ARE DIAGRAMMATIC AND FOR QUOTING PURPOSES ONLY. DRAWING MAY NOT BE TO SCALE. INSTALLER NOTES: 1. INSTALLER TO VERIFY WALL AND CEILING TYPE TO DETERMINE NEED FOR FLUSH OR SURFACE MOUNT INSTALLATION OF EQUIPMENT SPECIFIED. 2. INSTALLER TO COORDINATE CONNECTION BETWEEN ATX STATION CONTROLLER’S LINE-LEVEL AUDIO OUTPUT AND (EXISTING) OWNER-FURBISHED HOUSE AUDIO SYSTEM (AMP). (IF APPLICABLE) 3. INSTALLER TO PROVIDE CAT6 & 18/4 CABLES FROM ATX CONTROLLER TO CUSTOMER'S STATION RADIO FOR BACKUP. 4. INSTALLER TO PROVIDE CAT6 CABLE FROM ATX CONTROLLER WAN OUTPUT TO CUSTOMER'S IN-STATION NETWORK. 5. INSTALLER TO COORDINATE CONNECTION BETWEEN EXISTING STATION LIGHTING CONTROL SYSTEM AND RELAY OUTPUT FROM ATX STATION CONTROLLER OR I/O REMOTE WITH OWNER. (IF APPLICABLE) 6. VOLUME CONTROL TO BE PROVIDED BY OWNER OR INSTALLER IF SHOWN ON DRAWING. 7. INSTALLER TO VERIFY AND CONSIDER LOCATION(S) OF NETWORK AND RADIO CONNECTIONS. A.4 A.2 PBBLACK PBRED DOORBELL EMERGENCY ALERT TV R TO ATX SWITCH ONLY S S S S S S S S A.1 S AMPATX UPS US D D . A Z _ F T H L . F S 0 2 . D W G de s i g n b y A B C D 4 3 2 1 4 2 1 A B C D 3 pr o j e c t bu i l d i n g fi l e n a m e da t e T H I S D O C U M E N T CONTAINS CONFIDENTIAL A N D P R OP R IE T ARY INFORMATION WHICH IS THE EXCLUSIVE PROPERTY OF US DIGITAL DESIGNS, INC. REPRODUCTION, DISTRIBUTION OR USE BY OTHERS, IN WHOLE OR IN PART, IS NOT PERMITTED WITHOUT THE WRITTEN AUTHORIZATION FROM US DIGITAL DESIGNS, INC. PoE = G2 ATX Power-over-Ethernet (PoE) ports 1...8 and G2 Expansion Module ports 1...12 A.n = G2 ATX Amplifier 1...4 EA.n = G2 External Amplifier 1...n CH.n = G2 Message Remote 2 Channel 1 or 2 8 / 0 2 / 2 0 2 3 - 3 : 3 0 P M SYMBOL DESCRIPTION G2 I/O REMOTE PUSH BUTTON - RED G2 STROBE LIGHT SPEAKER, WEATHER-PROOF SPEAKER, FLUSH MOUNT SPEAKER, METAL BOX G2 LED SPEAKER, FLUSH MOUNT G2 LED SPEAKER, METAL BOX OEM TRANSFORMER G2 HDTV REMOTE G2 COLOR INDICATOR REMOTE OEM FLAT PANEL MONITOR, XX", WITH MOUNT G2 MESSAGE SIGN (STANDARD 24") VOLUME CONTROL (CUSTOMER SUPPLIED) G2 ROOM REMOTE 2 ARTICULATING ARM MOUNT - LONG ADAPTER PLATE DOUBLE PUSH BUTTON - BLACK G2 OMNIALERT STROBE SPEAKER G2 MESSAGE SIGN (MINI 12") G2 MESSAGE SIGN (EXTENDED 36") ADAPTER PLATE SINGLE G2 MESSAGE REMOTE 2 G2 ATX STATION CONTROLLER G2 EXPANSION MODULE G2-UNINTERRUPTIBLE POWER SUPPLY OEM AMPLIFIER SYMBOL DESCRIPTION TVR PBBLACK PB RED CIR STR ATX I/O T UPS AMP MR2 EXP RR2 S S S ADS MSE MSML MSS MSM VC S S ADP MSML S LAR G2 LOCAL AREA REMOTE FPD MOUNT FPM - XX" ad d r e s s E N D - U SER -A P P R O VA L I N S T A L L E R -RE V I E W END-USER APPROVES STATION DESIGN FOR PURPOSES OF OBTAINING QUOTE. INSTALLER CONFIRMS DESIGN ALIGNS WITH SITE CONDITIONS. (SPEAKER MOUNTING TYPE, ATX LOCATION ETC.) SIGNATURE REQUIRED G2 VIDEO DOOR STATIONVDS FO U N T A I N H I L L S R U R A L M E T R O F I R E D E P T , A Z FI R E S T A T I O N 2 10 6 5 0 N F O U N T A I N H I L L S B L V D , F O U N T A I N H I L L S A Z 8 5 2 6 8 DW K NOTES: 1. SEE ARCHITECTURAL SPECIFICATIONS FOR ALL ROUGH-IN AND INSTALLATION DETAILS. 2. US DIGITAL DESIGNS DOES NOT SUPPLY BACK BOXES, CONDUITS, OR MOUNTING FASTENERS. 3. PHOENIX G2 SYSTEM IS ABLE TO SIGNAL OWNER-FURBISHED SYSTEMS, (EXHAUST, LIGHT, GAS SHUT OFF, ETC.) BUT USDD DOES NOT SUPPLY THESE SYSTEMS AND CANNOT WARRANT OR SUPPORT ANY OF THEIR PERFORMANCE BEYOND THE TRANSMISSION OF RELAY SIGNAL TO THEM. 4. US DIGITAL DESIGNS FIRE STATION ALERTING PLANS ARE DIAGRAMMATIC AND FOR QUOTING PURPOSES ONLY. DRAWING MAY NOT BE TO SCALE. INSTALLER NOTES: 1. INSTALLER TO VERIFY WALL AND CEILING TYPE TO DETERMINE NEED FOR FLUSH OR SURFACE MOUNT INSTALLATION OF EQUIPMENT SPECIFIED. 2. INSTALLER TO COORDINATE CONNECTION BETWEEN ATX STATION CONTROLLER’S LINE-LEVEL AUDIO OUTPUT AND (EXISTING) OWNER-FURBISHED HOUSE AUDIO SYSTEM (AMP). (IF APPLICABLE) 3. INSTALLER TO PROVIDE CAT6 & 18/4 CABLES FROM ATX CONTROLLER TO CUSTOMER'S STATION RADIO FOR BACKUP. 4. INSTALLER TO PROVIDE CAT6 CABLE FROM ATX CONTROLLER WAN OUTPUT TO CUSTOMER'S IN-STATION NETWORK. 5. INSTALLER TO COORDINATE CONNECTION BETWEEN EXISTING STATION LIGHTING CONTROL SYSTEM AND RELAY OUTPUT FROM ATX STATION CONTROLLER OR I/O REMOTE WITH OWNER. (IF APPLICABLE) 6. VOLUME CONTROL TO BE PROVIDED BY OWNER OR INSTALLER IF SHOWN ON DRAWING. 7. INSTALLER TO VERIFY AND CONSIDER LOCATION(S) OF NETWORK AND RADIO CONNECTIONS. S MSS PoE MR2 S TO MR2 BY ATX ATX UPS ADP MSML MS S MS S PoE PoEA.4 ADP MSML MS S MS S PoE AD P MSM L MS S MS S PoE ATX EQUIPMENT LOCATION S S SS AMP EA.1 A.1 A.1 A.3 A.2 TVR TO ATX SWITCH ONLY PB BL A C K PBRE D DOORBELL EMERGENCY ALERT S S S S S S SSS S S S S S S S Count Name 5 G2 PoE PORT REQUIREDS Count Name 1 EXTERNAL AMPLIFIER (60-100W) 1 G2 ATX STATION CONTROLLER 1 G2 HDTV REMOTE 12 G2 LED SPEAKER (G2-LVL-HC-70) 1 G2 MESSAGE REMOTE 2 7 G2 MESSAGE SIGN STANDARD (MS-G2-S) 3 G2 MS ADAPTOR PLATE DOUBLE (AP-D) 1 G2 OMNISTROBE SPEAKER 1 G2 UPS (G2-UPS) 3 MS-MNT-ART-L 1 PUSH BUTTON (BLACK) 1 PUSH BUTTON (RED) 4 SPEAKER FLUSH MOUNT 5 SPEAKER WEATHER-PROOF 1 SPEAKER-METAL BOX EXHIBIT C TO COOPERATIVE SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND HONEYWELL INTERNATIONAL, INC. DBA US DIGITAL DESIGNS [Lead Contracting Agency and Participating Government Agency Agreement] See following pages. League of Oregon Cities IGA V1.0 Intergovernmental Cooperative Purchasing Agreement This Intergovernmental Agreement (Agreement) is by and between the “Lead Contracting Agency” and participating government entities (“Participating Agencies”), that are members of National Purchasing Partners (“NPPGov”), including members of Public Safety GPO, First Responder GPO, Law Enforcement GPO, Education GPO and EMS GPO that agree to the terms and conditions of this Agreement. The Lead Contracting Agency and all Participating Agencies shall be considered as “parties” to this agreement. WHEREAS, upon completion of a formal competitive solicitation and selection process, the Lead Contracting Agency has entered into Master Price Agreements with one or more Vendors to provide goods and services, often based on national sales volume projections; WHEREAS, NPPGov provides group purchasing, marketing and administrative support for governmental entities. NPPGov’s marketing and administrative services are free to its membership, which includes participating public entities and nonprofit institutions throughout North America. WHEREAS, NPPGov has instituted a cooperative purchasing program under which member Participating Agencies may reciprocally utilize competitively solicited Master Price Agreements awarded by the Lead Contracting Agency; WHEREAS, the Master Price Agreements provide that all qualified government members of NPPGov may purchase goods and services on the same terms, conditions and pricing as the Lead Contracting Agency, subject to applicable local and state laws of the Participating Agencies; WHEREAS, the parties agree to comply with the requirements of the Intergovernmental Cooperation Act as may be applicable to the local and state laws of the Participating Agencies; WHEREAS, the parties desire to conserve and leverage resources, and to improve the efficiency and economy of the procurement process while reducing solicitation and procurement costs; WHEREAS, the parties are authorized and eligible to contract with governmental bodies and Vendors to perform governmental functions and services, including the purchase of goods and services; and WHEREAS, the parties desire to contract with Vendors under the terms of the Master Price Agreements; DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A League of Oregon Cities IGA V1.0 NOW, THEREFORE, the parties agree as follows: ARTICLE 1: LEGAL AUTHORITY Each party represents and warrants that it is eligible to participate in this Agreement because it is a local government created and operated to provide one or more governmental functions and possesses adequate legal authority to enter into this Agreement. ARTICLE 2: APPLICABLE LAWS The procurement of goods and services subject to this Agreement shall be conducted in accordance with and subject to the relevant statutes, ordinances, rules, and regulations that govern each party’s procurement policies. Competitive Solicitations are intended to meet the public contracting requirements of the Lead Contracting Agency and may not be appropriate under, or satisfy Participating Agencies’ procurement laws. It is the responsibility of each party to ensure it has met all applicable solicitation and procurement requirements. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation requirements. ARTICLE 3: USE OF BID, PROPOSAL OR PRICE AGREEMENT a. A “procuring party” is defined as the Lead Contracting Agency or any Participating Agency that desires to purchase from the Master Price Agreements awarded by the Lead Contracting Agency. b. Each procuring party shall be solely responsible for their own purchase of goods and services under this Agreement. A non-procuring party shall not be liable in any fashion for any violation of law or contract by a procuring party, and the procuring party shall hold non-procuring parties and all unrelated procuring parties harmless from any liability that may arise from action or inaction of the procuring party. c. The procuring party shall not use this agreement as a method for obtaining additional concessions or reduced prices for similar goods and services outside the scope of the Master Price Agreement. d. The exercise of any rights or remedies by the procuring party shall be the exclusive obligation of such procuring party. e. The cooperative use of bids, proposals or price agreements obtained by a party to this Agreement shall be in accordance with the terms and conditions of the bid, proposal or price agreement, except as modified where otherwise allowed or required by applicable law, and does not relieve the party of its other solicitation requirements under state law or local policies. DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A League of Oregon Cities IGA V1.0 ARTICLE 4: PAYMENT OBLIGATIONS The procuring party will make timely payments to Vendors for goods and services received in accordance with the terms and conditions of the procurement. Payment for goods and services, inspections and acceptance of goods and services ordered by the procuring party shall be the exclusive obligation of such procuring party. Disputes between procuring party and Vendor shall be resolved in accordance with the law and venue rules of the state of the procuring party. ARTICLE 5: COMMENCEMENT DATE This Agreement shall take effect after execution of the “Lead Contracting Agency Endorsement and Authorization” or “Participating Agency Endorsement and Authorization,” as applicable. ARTICLE 6: TERMINATION OF AGREEMENT This Agreement shall remain in effect until terminated by a party giving 30 days written notice to “Lead Contracting Agency” ARTICLE 7: ENTIRE AGREEMENT This Agreement and any attachments, as provided herein, constitute the complete Agreement between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. ARTICLE 8: CHANGES AND AMENDMENTS This Agreement may be amended only by a written amendment executed by all parties, except that any alterations, additions, or deletions of this Agreement which are required by changes in Federal and State law or regulations are automatically incorporated into this Agreement without written amendment hereto and shall become effective on the date designated by such law or regulation. ARTICLE 9: SEVERABILITY All parties agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect. THIS INSTRUMENT HAS BEEN EXECUTED IN TWO OR MORE ORIGINALS BY EXECUTION AND ATTACHMENT OF “THE LEAD CONTRACTING AGENCY ENDORSEMENT AND AUTHORIZATION” OR “PARTICIPATING AGENCY ENDORSEMENT AND AUTHORIZATION,” AS APPLICABLE. ONCE EXECUTED, IT IS THE RESPONSIBILITY OF EACH PARTY TO FILE THIS AGREEMENT WITH THE PROPER AGENCY IF REQUIRED BY LOCAL OR STATE LAW. DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A League of Oregon Cities IGA V1.0 LEAGUE OF OREGON CITIES ENDORSEMENT AND AUTHORIZATION The undersigned acknowledges, on behalf of the League of Oregon Cities (“Lead Contracting Agency”) that he/she has read and agrees to the general terms and conditions set forth in the enclosed Intergovernmental Cooperative Purchasing Agreement regulating use of the Master Price Agreements and purchase of goods and services that from time to time are made available by the League of Oregon Cities to Participating Agencies locally, regionally, and nationally through NPPGov. Copies of Master Price Agreements and any amendments thereto made available by the League of Oregon Cities will be provided to Participating Agencies and NPPGov to facilitate use by Participating Agencies. The undersigned understands that the purchase of goods and services under the provisions of the Intergovernmental Cooperative Purchasing Agreement is at the absolute discretion of the Participating Agencies. The undersigned affirms that he/she is an agent of the League of Oregon Cities and is duly authorized to sign this League of Oregon Cities Endorsement and Authorization. ________________________________________ Date:______________ BY: ITS: League of Oregon Cities Contact Information: Contact Person: Mike Culley Address: 1201 Court St NE #200, Salem, OR 97301 Telephone No.: 503-588-6550 Email: mculley@orcities.org DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A 3/26/2020 League of Oregon Cities IGA V1.0 PARTICIPATING AGENCY ENDORSEMENT AND AUTHORIZATION The undersigned acknowledges, on behalf of ______________ (“Participating Agency”) that he/she has read and agrees to the general terms and conditions set forth in the enclosed Intergovernmental Cooperative Purchasing Agreement regulating use of the Master Price Agreements and purchase of goods and services that from time to time are made available by the Lead Contracting Agency to Participating Agencies locally, regionally, and nationally through NPPGov. The undersigned further acknowledges that the purchase of goods and services under the provisions of the Intergovernmental Cooperative Purchasing Agreement is at the absolute discretion of the Participating Agency and that neither the Lead Contracting Agency nor NPPGov shall be held liable for any costs or damages incurred by or as a result of the actions of the Vendor or any other Participating Agency. Upon award of contract, the Vendor shall deal directly with the Participating Agency concerning the placement of orders, disputes, invoicing and payment. The undersigned affirms that he/she is an agent of __________________ and is duly authorized to sign this Participating Agency Endorsement and Authorization. ______________________________ Date:______________ BY: _________________________ ITS: _________________________ Participating Agency Contact Information: Contact Person: ________________________ Address: ______________________________ ______________________________________ ______________________________________ Telephone No.:__________________________ Email:_________________________________ DocuSign Envelope ID: D3B4CAB0-871C-4962-802D-06ECC64C7B3A ITEM 9. A. TOWN OF FOUNTAIN HILLS STAFF REPORT    Meeting Date: 09/06/2023 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Development Services Prepared by: Farhad Tavassoli, Senior Planner Staff Contact Information: Request to Town Council Regular Meeting (Agenda Language):  CONSIDERATION AND POSSIBLE ACTION: Approval of a CUT/FILL WAIVER request to permit an area of approximately 870 square feet to exceed the maximum 10 foot visible FILL allowance up to approximately 14 feet deep maximum fills for the development of the back patio area for the property on 9804 N. Talon Trail. Staff Summary (Background) The applicant is requesting a fill waiver to allow 870 square feet of the subject property to have up to 15 feet of fill (5 feet additional fill than what is allowed by the Ordinance) in order to allow the construction of a back patio for a new single family residence at 9804 N. Talon Trail.  The Town of Fountain Hills Subdivision Ordinance, Article 5, Section 5.03.D.:  “…the total combined height of any fill or the depth of any cut area as a result of subdivision improvement grading and/or any subsequent grading, including but not limited to grading approved as a part of building permit approval, shall not total more than ten feet, as measured from natural grade, unless otherwise provided in this Article. These limitations on cut and fill apply to all zoning districts.” Staff has identified three objectives in reviewing cut and fill waiver requests.  Those objectives are: 1. To reduce the visual impacts of the proposed development as viewed from the adjacent properties and rights of ways. The fill would be contained behind retaining walls. Attached is a cut-full plan and cross-section showing cuts in excess of 14 feet. The slopes in this area of the property are approximately 20%. Per Article 5, Section 5.06.D of the Subdivision Ordinance, retaining walls can be constructed to be a maximum of 10 feet in height, but must average 7-feet in height. The proposed retaining walls are terraced down to minimize the wall height and visual mass, with the tallest section of wall being 8 feet. Because the property slopes down from Talon Dr, the fill areas would not be visible from the right-of-way as they will be obstructed by the house, but would primarily be visible from the lots to the north and to the west. However, the fill area would be below the finished floor elevation of the home and thus would not obstruct any viewsheds from these properties. 2. To review the measures applied by the designer to minimize the amount of cut and fill on the lot. 2. To review the measures applied by the designer to minimize the amount of cut and fill on the lot. While there is quite a bit of cut (14 feet exposed) proposed along the north and west sides of the development area, the plans show the house being pushed into the hillside and thus minimizing the amount of fill. Furthermore, terraced retaining walls will be utilized to break up the vertical massing.  Alternatively, the applicant states in the project narrative, “Lowering the pad to alleviate the large fills would increase the cut depth on the top of the lot and increase the slope of the driveway that is already exceeding 12%.” 3. To consider possible alternatives to the proposed plan that would conform to the ten-foot maximum cut or fill. The property could be developed with a smaller home (the proposed home is 5,391 square feet total). However, there still may need to be some amount of cuts made or fill placed on this property due to its steep slopes. Most other proposed development activities on this site appear to be in compliance with the Town’s Subdivision and Zoning Ordinances. Some adjustments need to be made with regard to the spacing between the retaining walls, as two adjacent retaining walls are to be separated by a distance equal to or greater than the height of the tallest wall. This can be addressed between the applicant and staff during an administrative review of the building plans.   Related Ordinance, Policy or Guiding Principle Subdivision Ordinance, Article 5, Section 5.03.D Subdivision Ordinance, Article 5, Section 5.06.D Risk Analysis If this Cut/Fill Waiver request is denied, the property owner would have to redesign the building. If it is approved, the property owner can secure a building permit that includes fill that exceeds the maximum allowed by Ordinance per the conditions of this approval Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends the Town Council APPROVE the Cut/Fill waiver request subject to the condition that the building permit and subsequent development activities are compliant with all other Zoning and Subdivision Ordinances and the project is constructed in substantial conformance with the site plans provided with this request. SUGGESTED MOTION Motion to APPROVE a CUT/FILL WAIVER for the property on 9804 N. Talon Trail as shown on the attached exhibit. Attachments Case Map  Applicant Narrative  Cut/Fill Exhibit  Form Review Inbox Reviewed By Date Development Services Director John Wesley 08/23/2023 12:12 PM Form Started By: Farhad Tavassoli Started On: 08/22/2023 05:14 PM Final Approval Date: 08/23/2023  P&Z Commission Case Map Case Details CASE: CFW23-000002 SITE / ADDRESS: 9804 N. Talon Trail APN 217-30-971B REQUEST: CONSIDERATION OF a CUT/FILL WAIVER request to permit an area of approximately 870 square feet to exceed the maximum 10 foot visible FILL allowance up to approximately 14 feet deep maximum fills for the development of the back patio area for the property on 9804 N. Talon Trail. Site Location Cut Fill Waiver Narrative Thompson Residence 9804 N Talon Trail Fountain Hills AZ We are formally requesting a Cut Fill waiver for the 0.63 acre Parcel located at 9804 N. Talon Trail. The Parcel has an existing cross slope of 20.8% causing portions of the grading exceeding cut and fill depths exceeding 10 foot. The proposed grading for the house would create a disturbance envelope of 16,539 sqft, the total area of cut and fill that exceeds 10 foot of depth is 954 sqft or approximately 6% of the total grading. Lowering the pad to alleviate the large fills would increase the cut depth on the top of the lot and increase the slope of the driveway that is already exceeding 12%. To mitigate the large fill areas, terraced retaining walls will be utilized to break up the vertical massing. A A NORTH 1 LA N D SO L U T I O N S GR O U P 13 0 1 W E D G E M O N T A V E , P H O E N I X , A Z 8 5 2 5 1 T E L 6 0 2 . 5 5 0 . 7 4 5 7 Registered Pr of e s s ional Engineer ( C i v i l ) ARIZONA , U S A CER T I F I CATE NO. Date Signed 31101 CURTIS LELAND BROWN .......... 1 98 0 4 N T A L L O N T R A I L FO U N T A I N H I L L S , A Z CU T A N D F I L L C R O S S S E C T I O N FILL AREA ABOVE 10 FOOT CUT AREA ABOVE 10 FOOT FILL AREA ABOVE 10 FOOT CUT AREA ABOVE 10 FOOT FINISHED GRADE EXISTING GRADE ITEM 9. B. TOWN OF FOUNTAIN HILLS STAFF REPORT    Meeting Date: 09/06/2023 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda                  Submitting Department: Administration Prepared by: Amanda Jacobs, Economic Development Director Request to Town Council Regular Meeting (Agenda Language):  CONSIDERATION AND POSSIBLE ACTION: Adopting Resolution 2023-28, Approving the 2023-2026 Community Economic Development Strategy Staff Summary (Background) Using the Town’s mission, vision, adopted General Plan and Strategic Plan as a driver, the Town of Fountain Hills’ 2023-2026 Community Economic Development Strategy (CEDS) is designed to focus on measurable strategic goals and objectives to increase the Town’s competitiveness and create a vibrant economy that contributes to the health and well-being of the community. The CEDS serves as a roadmap to build upon the Town’s strengths and opportunities, as well as leverage strategic partnerships to address local challenges and enhance economic opportunities. Prior to drafting the CEDS, the Town of Fountain Hills held two workshops with business and community leaders. Additional outreach was held with elected officials, the Strategic Planning Advisory Commission, and the Scottsdale/Fountain Hills Area Association of Realtors. Based on the feedback from participants, the CEDS will have five focus areas: · Business Attraction · Business Retention and Expansion · Marketing · Strategic Partnerships · Tourism The purpose of tonight's agenda item is to provide a high-level overview of the CEDS for Town Council consideration and approval. If approved, staff will present a CEDS implementation and budget plan in November 2023. Related Ordinance, Policy or Guiding Principle The adopted 2022 Town Strategic Plan identifies economic development as a priority focus area and includes the following: "an essential element of a thriving community is its economy. Fountain Hills is a small, active community whose long-term sustainability requires an effective targeted economic development plan." Risk Analysis The economic development plan has not been updated in 10 years. If the proposed CEDS is not approved, the Town's Economic Development Department will continue to operate without an updated economic development plan, therefore impacting the long-term financial sustainability of the community.   Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends approval. SUGGESTED MOTION MOVE to adopt Resolution 2023-28 approving the 2023-2026 Community Economic Development Strategy. Attachments Resolution 2023-28  Proposed CEDS  CEDS Presentation  Form Review Inbox Reviewed By Date Town Attorney Aaron D. Arnson 08/25/2023 09:49 AM Finance Director David Pock 08/25/2023 10:00 AM Finance Director David Pock 08/25/2023 10:00 AM Town Attorney Aaron D. Arnson 08/25/2023 10:05 AM Interim Town Manager Rachael Goodwin 08/30/2023 08:18 AM Form Started By: Amanda Jacobs Started On: 08/14/2023 02:37 PM Final Approval Date: 08/30/2023  PAGE 1 RESOLUTION NO. 2023-28 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, ADOPTING THE 2023-2026 COMMUNITY ECONOMIC DEVELOPMENT STRATEGY RECITALS: WHEREAS, the Town of Fountain Hills’ adopted General Plan and Strategic Plan identifies economic development as a priority; and WHEREAS, the Town’s Strategic Plan states an essential element of a thriving community is its economy. Fountain Hills is a small, active community whose long-term sustainability requires an effective targeted economic development plan; and WHEREAS, the 2023-2026 Community Economic Development Strategy (CEDS) is designed to focus on measurable strategic goals and objectives to increase the Town’s competitiveness and create a vibrant economy that contributes to the health and well-being of the community NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: ENACTMENTS: BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. The recital above is hereby incorporated as if fully set forth herein. SECTION 2. The Economic Development Director is hereby authorized and directed to take the necessary steps to implement the CEDS attached hereto as Exhibit A. SECTION 3. The Mayor, the Town Manager, the Town Clerk, and the Town Attorney are hereby authorized and directed to execute all documents and to take all steps necessary to carry out the purpose and intent of this Resolution. This Resolution supersedes Resolution 2013-31 and replaces all other Resolutions pertaining to the Economic Development Plan or in any way addresses the Economic Development Strategy for the Town of Fountain Hills. PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, this 6th day of September, 2023. (Signatures on the following page) PAGE 2 FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Ginny Dickey, Mayor Linda G. Mendenhall , Town Clerk REVIEWED BY: APPROVED AS TO FORM: Rachael Goodwin, Interim Town Manager Aaron D. Arnson, Town Attorney PAGE 3 “EXHIBIT A” 1 | Page DRAFT Community Economic Development Strategy Town’s Mission The Town of Fountain Hills’ purpose is to serve the best interests of the community by: providing for the safety and well-being of its residents and visitors; respecting its special, small-town character and quality of life; providing superior public services; sustaining the public trust through open and responsive government; and maintaining the stewardship and preservation of its financial and natural resources. To serve and respect and provide trust and stewardship. Town’s Vision Fountain Hills is a distinctive community designed to invigorate the body, mind and spirit, and strives to: Be stewards of this unique enclave, dedicated to preserving the environment and visual aesthetic and to living in balance with the Sonoran Desert; Champion the diversity of experiences our residents bring to our community and rely on this depth of experience to innovatively address our challenges; Be economically sustainable and anchor our vitality in an active, vibrant town core that serves us culturally, socially and economically; and, Be civic-minded and friendly, taking responsibility for our Town’s success by building partnerships and investing our talent and resources. Executive Summary Using the Town’s mission, vision, adopted General Plan and Strategic Plan as a driver, the Town of Fountain Hills’ 2023-2026 Community Economic Development Strategy (CEDS) is designed to focus on measurable strategic goals and objectives to increase the Town’s competitiveness and create a vibrant economy that contributes to the health and well-being of the community. The CEDS serves as a roadmap to build upon the Town’s strengths and opportunities, as well as leverage strategic partnerships to address local challenges and enhance economic opportunities. Prior to drafting the CEDS, the Town of Fountain Hills held two workshops with business and community leaders. Based on the feedback from participants, the CEDS will have five focus areas: • Business Attraction • Business Retention and Expansion • Marketing • Strategic Partnerships • Tourism 2 | Page Focus Area 1: Business Attraction Business attraction is important to a community, because it builds and diversifies the local economy with new businesses; brings in new investment and revenues, expanding the tax base; increases the number and type of jobs available to residents; and generates investment in community assets by providing local options for services, shopping and entertainment improving the overall quality of life. The Town’s major employers are primarily service-based industries to include Bashas’, Brokers Alliance, Fry’s, Fountain Hills Unified School District, Safeway, Target, and Town of Fountain Hills. While not necessarily new industries to the community, the Town will be focusing efforts to expand targeted industries over the next several years to include: Targeted Industries Assembly (small scale) Biosciences Financial Services Healthcare Hospitality Retail Start Ups Implementation Strategies: • Create a new Downtown Strategy consistent with current economic trends. • Collaborate with the property owner of Four Peaks Plaza, located in the Shea Corridor, to redevelop the commercial center to a mixed-use property. • Explore opportunities for redevelopment and revitalization to attract new residents, visitors and businesses, specifically in the Downtown area, Shea Corridor, Saguaro and Fountain Hills Boulevard/Glenbrook. • Create Zoning Districts that allow for flexible zoning uses within the Downtown and Shea Corridor to attract targeted industries and new skilled talent. • Develop and publicize a streamlined development review process for commercial projects that will have a high economic impact on the community. • Diversify housing opportunities within Fountain Hills by pursuing multi-family and workforce housing developments with amenities that are desired by younger professionals. • Develop architectural design standards to encourage cohesiveness throughout the community. • Partner with Arizona State Land Department to prepare for a feasible conceptual land use and circulation plan for the State Trust land in the McDowell Mountain area of the Town. • Modify the public art policy to allow for performing and temporary art. • Create a placemaking strategy to enhance the vibrancy of Downtown. 3 | Page Focus Area 2: Business Retention and Expansion 80% of new jobs and capital investment comes from companies that already exist in our community. Existing businesses and the local workforce are key components of a community’s economic health and research shows that small businesses are the major drivers of job growth, which is why the Town of Fountain Hills and Fountain Hills Chamber of Commerce partnered together in June 2022 to launch a formal Business Retention and Expansion (BRE) Program. BRE Programs preserve and increase local jobs, preserve and increase local tax revenues, maintain or diversify the local economy and maintain or diversify access to goods and services. Implementation Strategies: • Evaluate trends from the Business Retention and Expansion Program and determine appropriate next steps. • Continue the eight-week Shop Local Summer Campaign to support businesses during the slower months and explore other opportunities to promote the importance of shopping locally. • Partner with the Fountain Hills Chamber of Commerce to create a “Welcome Package” for new businesses. • Create a “2nd Thursday” concept along the Avenue of the Fountains to support the economic vitality of the downtown. • Conduct a market analysis of existing businesses who have the potential to expand in Fountain Hills. Focus Area 3: Marketing Today’s businesses can locate anywhere; however, they will only come to our community if they know about it and if our community has what they need. A significant element of economic development is telling a story that creates an attractive brand identity for business, capital investment, and prospective residents. To achieve long-term economic development success, it will be essential for Fountain Hills to prioritize efforts to attract new talent in search of a better place to live, young professionals in search of a place to build a career, and entrepreneurs and investors who are looking to build companies. Implementation Strategies: • Create a comprehensive economic development marketing plan and industry-specific infographics for targeted audiences. • Create an economic development marketing brochure that promotes Fountain Hills as an ideal destination for businesses. • Collaborate with key stakeholders on consistent brand messaging for Fountain Hills. Focus Area 4: Strategic Partnerships Community and business leaders have expressed their commitment to seeing Fountain Hills as a growing and vibrant community. Fountain Hills can leverage the engagement from community and regional partners to support current and future economic initiatives. Implementation Strategies: • Determine the possibility of creating a co-working space to assist startups and home-based businesses. • Identify opportunities to attract a university or satellite campus. 4 | Page • Collaborate with ASU, NAU, Maricopa Community College, and local employers to build a talent pipeline through flexible certificate programs and on-the-job training initiatives. • Collaborate with Fort McDowell Yavapai Nation to improve aesthetics along the entryway into Fountain Hills. • Partner with Fort McDowell Yavapai Nation and Salt River Pima-Maricopa Indian Community to explore economic growth opportunities along the Beeline. Focus Area 5: Tourism Tourism is one of the largest economic contributions to Arizona and its local communities. The Town of Fountain Hills is a tourist destination that offers the benefits of Arizona’s sunny climate with outdoor recreational adventures, scheduled special events, golf courses, hiking trails and other attractive visitor amenities. The Town has four hotels with a total of 320 rooms, which contributes to the local economy through bed and sales tax. Implementation Strategies: • Create a comprehensive tourism marketing plan for targeted audiences. • Attract new resort to support new meetings and conventions that generate bed and sales tax revenues for the Town. • Attract a new signature event and/or tournament to generate overnight stays in Fountain Hills’ hotels and resorts. • Collaborate with hotels on existing events in an effort to generate overnight stays. • Support the progress of the International Dark Sky Discovery Center to serve as a national and international attraction for visitors. • Partner with the Fountain Hills Dark Sky Association to identify a permanent location within Fountain Hills for stargazing. • Cross promote events with nearby community partners to capitalize on regional experiences, such as Spring Training and WM Phoenix Open. • Determine potential economic development and tourism opportunities within Fountain Park to increase visitation. Proposed 2023-2026 Community Economic Development Strategy Overview •Economic Development Plan has not been updated in 10 years •Proposed Community Economic Development Strategy (CEDS) is recommended as a 3-Year Plan •Community Leaders Workshop – January 12 •Public Workshop – April 12 •Councilmember Meetings – May and June •Strategic Planning Advisory Commission – August 23 •Scottsdale/Fountain Hills Area Association of Realtors – August 24 Community Engagement Data + Trends FH Demographics Population: 24,000 Median Age: 58 Median Household Income: $87,080 Median Sale Price: $660,000 Median Rent Price: $2,390 Bachelor’s Degree or Higher: 49.7% High School Diploma or Higher: 98.7% Major Employers •Basha’s •Brokers Alliance •Fry’s •Fountain Hills Unified School District •Safeway •Target •Town of Fountain Hills Targeted Industries •Current •Financial Services •Healthcare •Professional Services •Proposed •Assembly (small scale) •Biosciences •Financial Services •Healthcare •Hospitality •Retail •Start Ups Apartment Occupancy Rate Apartment Occupancy Rate Gunsight 92% Casa Del Lago 91% Four Peaks Vista Condos 80% Pillar at Fountain Hills 97% Luna at Fountain Hills 94% Park Place at Fountain Hills 92% Vacancy Rate – Existing Buildings Source: CoStar Source: CoStar/Staff Category Vacancy Rate Vacancy Rate Office 12.3%37.9% Industrial 1.3%9.9% Retail 6.4%19.9% Tourism •Hotel Occupancy: 65.9% •Events: 80% of visitors are local/regional •Social Media: 44% increase •Fountain Live Feed: 1.3 million views, during FY •Experience Fountain Hills Website •32,450 unique visits (35% increase) •Top 5 Cities •Phoenix •Scottsdale •Mesa •Los Angeles •Chandler Focus Areas + Implementation Strategies •Business Attraction •Business Retention and Expansion •Marketing •Strategic Partnerships •Tourism Focus Areas •Create a new Downtown Strategy consistent with current economic trends. •Collaborate with the property owner of Four Peaks Plaza, located in the Shea Corridor, to redevelop the commercial center to a mixed-use property. •Explore opportunities for redevelopment and revitalization to attract new residents, visitors and businesses, specifically in the Downtown area, Shea Corridor, Saguaro and Fountain Hills Boulevard/Glenbrook. •Create Zoning Districts that allow for flexible zoning uses within the Downtown and Shea Corridor to attract targeted industries and new talent. Business Attraction •Develop and publicize a streamlined development review process for commercial projects that will have a high economic impact on the community. •Diversify housing opportunities within Fountain Hills by pursuing multi-family and workforce housing developments with amenities that are desired by younger professionals. •Develop architectural design standards to encourage cohesiveness throughout the community. Business Attraction Continued •Partner with Arizona State Land Department to prepare for a feasible conceptual land use and circulation plan for the State Trust land in the McDowell Mountain area of the Town. •Modify the public art policy to allow for performing and temporary art. •Create a placemaking strategy to enhance the vibrancy of Downtown. Business Attraction Continued Business Retention & Expansion •Evaluate trends from the Business Retention and Expansion Program and determine appropriate next steps. •Continue the eight-week Shop Local Summer Campaign to support businesses during the slower months and explore other opportunities to promote the importance of shopping locally. •Partner with the Fountain Hills Chamber of Commerce to create a “Welcome Package” for new businesses. •Create a “2nd Thursday” concept along the Avenue of the Fountains to support the economic vitality of the downtown. •Conduct a market analysis of existing businesses who have the potential to expand in Fountain Hills. •Create a comprehensive economic development marketing plan and industry-specific infographics for targeted audiences. •Create an economic development marketing brochure that promotes Fountain Hills as an ideal destination for businesses. •Collaborate with key stakeholders on consistent brand messaging for Fountain Hills. Marketing Strategic Partnerships •Determine the possibility of creating a co-working space to assist startups and home-based businesses. •Identify opportunities to attract a university or satellite campus. •Collaborate with ASU, NAU, Maricopa Community College, and local employers to build a talent pipeline through flexible certificate programs and on-the-job training initiatives. •Collaborate with Fort McDowell Yavapai Nation to improve aesthetics along the entryway into Fountain Hills. •Partner with Fort McDowell Yavapai Nation and Salt River Pima-Maricopa Indian Community to explore economic growth opportunities along the Beeline. •Create a comprehensive tourism marketing plan for targeted audiences. •Attract new resort to support new meetings and conventions that generate bed and sales tax revenues for the Town. •Attract a new signature event and/or tournament to generate overnight stays in Fountain Hills’ hotels and resorts. •Collaborate with hotels on existing events in an effort to generate overnight stays. •Support the progress of the International Dark Sky Discovery Center to serve as a national and international attraction for visitors. Tourism •Partner with Fountain Hills Dark Sky Association to identify a permanent location within Fountain Hills for stargazing. •Cross promote events with nearby community partners to capitalize on regional experiences, such as Spring Training and WM Phoenix Open. •Determine potential economic development and tourism opportunities within Fountain Park to increase visitation. Tourism Continued •Staff recommends approval of the CEDS •November Council Retreat •Implementation Plan •Short-Term •Mid-Term •Long-Term •Phased Budget Approach Next Steps Questions? ITEM 9. C. TOWN OF FOUNTAIN HILLS STAFF REPORT    Meeting Date: 09/06/2023 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Administration Prepared by: Linda Mendenhall, Town Clerk Staff Contact Information: Aaron D. Arnson, Town Attorney Request to Town Council Regular Meeting (Agenda Language):  CONSIDERATION AND POSSIBLE ACTION: Adoption of Resolution 2023-30. Approving updates to the Council Rules of Procedure and adding an Ethics Complaint Procedure. Staff Summary (background) Chapter 1, Section 8 of the Fountain Hills Town Code outlines the current Code of Ethics conduct for public officials. The intent of this policy is to ensure the quality of the Town government through ethical principles and conduct by the Council and members of the Town's boards, commissions, and committees.   Due to community feedback and the rising demand for public transparency, members of the Town Council requested staff review the policy for updates, consistency, and legal revisions and bring back suggested changes for consideration, discussion, and possible action. Additionally, a procedural review was requested regarding the ethics complaint filing process.  In response, staff has prepared proposed Resolution 2023-30 for Council consideration. Proposed revisions and suggested policy language edits are highlighted in the attached draft. This proposed language was compiled by the Town Clerk's office and reviewed by the management and legal teams through a review of several local municipal policies, including the City of Tempe, the City of Scottsdale, the City of Glendale, and the City of Avondale.  Additionally, staff have proposed procedural changes to the public procedures for ethics violation complaints. Notably, a filing fee of $200 has been suggested. This fee is intended to offset some of the increasing costs incurred due to the rising number of complaints received. For reference, in FY 2023, legal fees paid by the Town for ethics complaint investigations totaled approximately $11,000.  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 the Council review the proposed changes to the Rules of Procedure and Ethics Complaint procedure, provide input, and ultimately adopt Resolution 2023-30.  SUGGESTED MOTION MOVE to adopt Resolution 2023-30 updating the Rules of Procedure as presented. or MOVE to adopt Resolution 2023-30 updating the Rules of Procedure as amended at the September 6, 2023 council meeting. Attachments Resolution 2023-30  Form Review Inbox Reviewed By Date Clerk Linda Mendenhall 08/30/2023 04:42 PM Finance Director David Pock 08/30/2023 05:51 PM Town Attorney Aaron D. Arnson 08/31/2023 02:59 PM Interim Town Manager Linda Mendenhall 08/31/2023 03:04 PM Form Started By: Linda Mendenhall Started On: 08/30/2023 04:38 PM Final Approval Date: 08/31/2023  RESOLUTION 2023-30 A RESOLUTION OF THE MAYOR AND TOWN COUNCIL OF FOUNTAIN HILLS, MARICOPA COUNTY, ARIZONA, APPROVING THE TOWN OF FOUNTAIN HILLS, ARIZONA TOWN COUNCIL RULES OF PROCEDURE, AMENDED AND RESTATED SEPTEMBER 6, 2023 ENACTMENTS: NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND TOWN COUNCIL OF FOUNTAIN HILLS as follows: SECTION 1. That the Town of Fountain Hills, Arizona Town Council Rules of Procedure, Amended and Restated September 6, 2023, are hereby approved in substantially the form attached hereto as Exhibit A and incorporated herein by reference. SECTION 2. That the Mayor, the Town Manager, the Town Clerk, and the Town Attorney are hereby authorized and directed to execute all documents and take all steps necessary to carry the purpose and intent of this Resolution. PASSED AND ADOPTED by the Mayor and Council of the Fountain Hills, Maricopa County, Arizona, this 6th day of September, 2023. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: _______________________________ _______________________________ Ginny Dickey, Mayor Linda G. Mendenhall, Town Clerk REVIEWED BY: APPROVED AS TO FORM: ________________________________ ________________________________ Grady E. Miller, Town Manager Aaron D. Arnson, Town Attorney EXHIBIT A Resolution 2023-30 TOWN OF FOUNTAIN HILLS, ARIZONA TOWN COUNCIL RULES OF PROCEDURE AMENDED AND RESTATED SEPTEMBER 6, 2023 Page 1 Rules of Procedure - 9/06/2023 SECTION 1. RULES OF PROCEDURE/AUTHORITY 1.1 PROCEDURES The following are the basis for and are used in conjunction with these basic Rules of Procedure for meetings of the Council, Boards, Commissions and Committees: A. State Law B. Town Code, including these Council Rules C. Parliamentary Procedure at a Glance, New Edition, by O. Garfield Jones D. Roberts Rules of Order, 12th edition, as amended In case of inconsistency, conflict, or ambiguity among the documents listed above, such documents shall govern in the order in which they are listed. 1.2 PRESIDING OFFICER As provided by the Town Code, the Mayor, or in the Mayor's absence, the Vice-Mayor, is the Presiding Officer of all meetings of the Council. In the absence or disability of both the Mayor and the Vice-Mayor, the meeting shall be called to order by the Town Clerk, whereupon, the Town Clerk shall immediately call for the selection of a temporary Presiding Officer. If a majority of the Councilmembers present are unable to agree on a Presiding Officer for the meeting, the meeting shall automatically be adjourned and all agenda items shall be carried over to the next regular Council meeting. 1.3 PARLIAMENTARIAN The Town Attorney shall serve as Parliamentarian for all meetings. The Town Clerk shall act as Parliamentarian in the absence of the Town Attorney and the Town Manager shall act as Parliamentarian in the absence of both the Town Attorney and Town Clerk. 1.4 SUSPENSION OF THE RULES The Council, by a three-quarter vote of all members present, may suspend strict observance of these Council Rules or other policies and procedures for the timely and orderly progression of the meeting; provided, however, that a simple majority of the Council may cause a change in the order of items on the agenda. Page 2 Rules of Procedure - 9/06/2023 SECTION 2. DEFINITIONS 2.1 AGENDA As set forth in the Order of Business, an agenda is a formal listing of items to be considered by (i) the Council at a noticed meeting of the Council or (ii) the applicable Board, Commission or Committee at a noticed meeting of that body. The content of the agenda may not be changed less than 72 hours prior to the public meeting, except in exceptional circumstances, but in no event shall the agenda be altered less than 24 hours prior to the public meeting, unless otherwise authorized by State law. 2.2 AGENDA PACKET A compilation of documents supporting the items listed on the agenda and requiring Council consideration or action, which may be used by Council, staff and the public for more in-depth information than may be presented in an oral report. The agenda Packet is organized as set forth in the Order of Business in Section 5 below and is made available electronically to the Council or to any citizen on the Town's website: www.fountainhillsaz.gov by 6:00 p.m. the Thursday prior to the date of the meeting. 2.3 CONSENT AGENDA Items listed on the Consent Agenda are considered to be routine, non-controversial matters and will be enacted by one motion and vote of the Council. All motions and subsequent approvals of Consent Agenda 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 by notifying the Town Manager prior to the date of the meeting. The item will be removed from the Consent Agenda and considered in its normal sequence on the agenda. 2.4 COUNCIL Collectively, the Mayor and Common Council of the Town of Fountain Hills. 2.5 COUNCIL RULES These Town of Fountain Hills, Arizona Town Council Rules of Procedure. 2.6 MEETING The gathering, in person or by technological devices, of a quorum of the Council, Boards, Commissions or Committees, at which the Councilmembers, Board members, Commissioners, or Committee members discuss, propose or take legal action, including any deliberations by a quorum with respect to such Page 3 Rules of Procedure - 9/06/2023 action. If a quorum is not present, those in attendance will be named for the record by the Town Clerk or the staff liaison for a Board, Commission or Committee. 2.7 NEWSPAPER A daily or weekly paid publication of general circulation within the Town of Fountain Hills, Arizona. 2.8 NOTICE A formal announcement to the public that sets the date, time and the place at which a meeting will be held. Such notice of meetings shall be in accordance with the State law, the Town Code and these Council Rules. 2.9 QUORUM The minimum number of Members of the Council, Board, Commission, or Committee that must be present in order for business to be legally transacted. Unless otherwise specified in State law or the town Code, a quorum is the majority of members of the public body. 2.10 TOWN The Town of Fountain Hills, an Arizona municipal corporation. SECTION 3. MEETINGS 3.1 REGULAR MEETINGS A. Regular Meeting Date; Time. The Council shall hold regular meetings on the first and third Tuesday of each month at 5:30 P.M. When deemed appropriate, any regular meeting date of the Council may be changed or cancelled by a majority of the Council. Notice of the rescheduled or cancelled meeting shall be given to the public as is reasonable and practicable under the circumstances and in compliance with State law. All regular meetings shall be held at the Town Hall Council Chambers or at such place as may be prescribed by the Mayor or the Town Manager. The Council may provide for a "Call to the Public" at such regular meetings. B. Holidays. When the day for a regular meeting of the Council falls on a legal holiday, no meeting shall be held on such holiday, but such meeting shall be held at the same time and the same location on the day designated by the Council that is not a holiday, unless the meeting is otherwise cancelled by the Council. Page 4 Rules of Procedure - 9/06/2023 3.2 ADJOURNED MEETINGS Any meeting may be adjourned to a time, place and date certain, but not beyond the next regular Council meeting. Once adjourned, the meeting may not be reconvened except at the time, date and place provided for in the motion to adjourn. 3.3 SPECIAL MEETINGS The Mayor, the Town Manager, or the Town Clerk (upon the written request of three Councilmembers), may convene the Council at any time after giving at least 24 hours' notice of such meeting to members of the Council and the general public. The notice shall include the date, place, hour and purpose of such special meeting. 3.4 WORK SESSIONS A. How Convened; When Convened; Notice. The Mayor or the Town Manager (at his own discretion or upon the written request of three Councilmembers) may convene the Council in a work session at any time after giving notice at least 24 hours in advance of such work session to members of the Council and the general public. The notice shall include the date, place, hour and purpose of such work session. B. Purpose. Work sessions are held for the purpose of presentations and discussions on such issues that require more in-depth consideration of the Council than may be possible at a regular meeting. No formal action of the Council may be taken at such work session, other than general consensus or conveying direction to staff for further action. These work sessions shall not provide for a “Call to the Public.” 3.5 EXECUTIVE SESSIONS Subject to applicable State law, the Council may hold such closed executive sessions as necessary to conduct the business of the Town. 3.6 EMERGENCY MEETINGS As provided for by State law, the Mayor and Council or the Town Manager may call a special emergency meeting to discuss or take action on an unforeseen issue where time is of the essence and sufficient time does not provide for the posting of a meeting notice 24 hours or more before the meeting. Notice of an emergency meeting of the Council will be posted within 24 hours following the holding of an emergency meeting. The notice will include the emergency meeting’s agenda and a brief but complete description of the nature of the emergency. Emergency meetings shall not provide for a "Call to the Public." Page 5 Rules of Procedure - 9/06/2023 3.7 MEETINGS TO BE PUBLIC A. Open to Public. With exception of executive sessions, all regular, special and work session meetings of the Council, Boards, Commissions, and Committees shall be open to the public. B. Public Comment. Public comment is not taken at work sessions, emergency meetings or at special meetings, unless the special meeting is held in place of a regular meeting, or unless the special meeting includes a public hearing on the agenda. 3.8 MINUTES OF MEETINGS A. Staffing. The Town Clerk shall ensure staff attendance at all regular, special, work session, emergency and executive session meetings of the Council for the purpose of taking notes and/or audio recordation of the meeting. The Town staff liaison to each Board, Commission or Committee shall ensure staff attendance at all meetings for the purpose of taking notes and/or audio recordings of the meetings. B. Recordings; written minutes. To the extent possible, all open, public meetings shall be recorded by means of audio or video technology. In addition, written minutes reflecting legislative intent shall be taken so that an accounting of the issues discussed and actions taken are compiled and entered into the permanent Minute Book of the Town and kept on file and of record in the Office of the Town Clerk. Audio or video recordings of meetings will be retained for a period of time in accordance with the current Town of Fountain Hills and/or State of Arizona approved records retention and disposition schedules. Minutes shall identify speakers by name and shall indicate whether they are Fountain Hills residents, and whether they support or oppose the proposed action (i.e. "for" or "against") along with a summary of the speakers' verbal comments provided at the meeting. C. Availability. All meeting minutes of the Council, Boards, Commissions, and Committees are deemed to be public records, with the exception of executive session minutes, which, while they fall under the definition of and are considered public records by State law, are deemed confidential and are only available under limited conditions or by Court Order. Transcribed minutes, or the audio or video recordings of all open meetings of the Council, Boards, Commissions, and Committees must be available for public review by 5:00 p.m. on the third working day following each meeting, or as provided by State law. The Town Clerk or designee shall ensure that the minutes of all regular, special meetings and work sessions of the Council, Boards, Commissions, and Committees are made available through the Town's Web Site, www.fountainhillsaz.gov within two working days following their approval, or as provided by State law. D. Executive Sessions. Minutes of executive sessions (1) shall be confidential; (2) are maintained and secured by the Town Clerk; and (3) may be accessed only as provided by State law. Page 6 Rules of Procedure - 9/06/2023 E. Approval. Minutes of all meetings of the Council (other than executive sessions) may be approved under the consent agenda, unless removed for discussion and separate action. SECTION 4. NOTICE AND AGENDA 4.1 POSTING NOTICES A. Time. The Town Clerk, or authorized designee, shall prepare all public meeting notices of the Council, and shall ensure posting of the meeting notices no less than 24 hours before the date and time set for said meetings in accordance with State law. The staff liaison to each Board, Commission or Committee shall ensure that agendas are posted in the same manner as for the Council. B. Locations. Meeting notices shall be posted at a minimum of three locations within the Town, including the Community Center, Town Hall, and the Town's website: www.fountainhillsaz.gov 4.2 AGENDA PREPARATION A. Availability. The Town Manager, or authorized designee, shall prepare the agendas for all meetings of the Council as set forth below. Agendas of all meetings of the Council shall generally be available to the public no less than 72 hours prior to said meetings, except in exceptional circumstances. In no event shall the agenda be made available less than 24 hours prior to said meeting unless authorized by State law. Agendas and agenda packet materials are made available through the Town's website. The staff liaison to each Board, Commission or Committee shall ensure that the agenda is available in the same manner as required for the Council. B. Submittal Process. Items may be placed on the Council agenda for discussion and possible action by the following process (the agenda process for Boards, Commissions or Committees shall be as determined by the applicable Department Head which shall be substantially the same as the Council agenda submittal process): 1. All Departments: Preparation of the Staff Report with signatures of the department director and staff (including all attachments) provided to the Town Clerk for submittal to the Town Manager not later than two business days prior to agenda packet preparation day (the Tuesday prior to the meeting date). Town Manager approves/amends items and signs off, finalizing the item for inclusion in the agenda packet. 2. Mayor and Councilmembers: The Mayor or a Councilmember with the support of two additional councilmembers may direct the Town Manager through the Future Agenda Item Category to place an item on the next available agenda for consideration and possible action. Page 7 Rules of Procedure - 9/06/2023 3. Town Manager and Town Attorney: The Town Manager or Town Attorney may place an item on the agenda by including appropriate documentation. 4. Citizen or Group: A citizen or group may request an item be placed on an agenda through the Manager, Mayor, or a Councilmember as indicated above. C. Time Lines for Submission of Items. 1. Agenda items shall be submitted to the Town Manager by 2:00 p.m., not less than nine calendar days prior to regular and special meetings to ensure timely delivery to Councilmembers. 2. Agenda items for work sessions shall be submitted to the Town Manager by 2:00 p.m., not less than seven calendar days prior to the meeting to ensure timely delivery to Councilmembers. 3. The Town Manager may approve exceptions to the schedule above in order to ensure that the distribution of all agenda packets to the Council is in conformance with these Council Rules. 4. Any requests requiring audio/visual support must be submitted to the Town Clerk for coordination with the information and technology division a minimum of 48 hours prior to the meeting to ensure proper coordination and preparation. Department directors are responsible for obtaining presentation materials from applicants or presenters involved in their respective agenda items. D. Agenda Item Submittals for Council Executive Sessions. Items may be placed on the agenda for Council executive session discussion (if in compliance with the Town Code and applicable State Statutes) by the following process: 1. Submission by a Councilmember, the Town Manager, or the Town Attorney (with notice to all Councilmembers). 2. Submission by the Mayor (with notice to all Councilmembers). 3. The Town Manager and the Town Attorney shall review the submittal for executive session discussions prior to placement on the agenda, to ensure that the item is the proper subject of an executive session pursuant to state law. 4. The Town Attorney shall advise the Town Clerk regarding the appropriate agenda language of executive session items. E. Agenda Packets. Full agenda packets for all noticed meetings (except executive session documentation) of the Council shall be made available to Council members electronically, five days before regular meetings and work sessions; provided, however, that agenda packets may be Page 8 Rules of Procedure - 9/06/2023 supplemented later under special circumstances so long as no agenda packet material is made available less than 72 hours prior to the meeting, except in the case of exceptional circumstances or an emergency meeting. F. Removal Requests. Requests to remove items from the Consent Agenda occurring after the 72- hour posting deadline will be announced by the Mayor at the beginning of the meeting at which the item was scheduled. The posted agenda will remain unchanged. 4.3 DISTRIBUTION OF NOTICES AND AGENDAS A. Copies. The Town Clerk shall ensure that the Mayor and Council receive copies of all meeting notices and agendas and any documentation provided for said meeting electronically, not less than 72 hours prior to the meeting, unless exceptional circumstances require a later delivery. B. Distribution. The Town Clerk shall ensure that the meeting notices, agendas and packet documentation, as deemed necessary, are posted to the Town's website: www.fountainhillsaz.gov and made available to the Mayor and Council, the public, Town Manager, Town Attorney, and staff electronically by 6:00 p.m. on the Thursday prior to the date of the meeting. C. Amendments. A posted agenda may be amended up to 72 hours prior to such meeting. In exceptional circumstances, such agenda may be amended up to, but not less than, 24 hours prior to the designated meeting, unless otherwise authorized by State Law. Amended agendas shall indicate the date amended. 4.4 DISTRIBUTION OF MATERIALS/HANDOUTS FOR PROPOSED LANGUAGE TO AGENDA ITEMS Mayor and Councilmembers: The Mayor and Councilmembers may submit a written document/handout for councils' consideration regarding an item on the next council agenda. The document/handout must be presented to the Town Clerk no later than 3:00 pm the day of the council meeting. Handouts submitted after the deadline will not be disseminated to the council for consideration at that meeting. The Town Clerk will place any Councilmember’s handout(s) along with any online public comment cards at each station on the dais prior to the council meeting and will announce the documents when that agenda item is under consideration. This process will ensure the Town Clerk has the written document/handout for the permanent record, solve any transparency issues, minimize any potential open meeting violations, and avoid any disruption during the council meeting. Page 9 Rules of Procedure - 9/06/2023 SECTION 5. ORDER OF BUSINESS 5.1 ORDER OF BUSINESS The Order of Business of each meeting shall be as contained in the agenda. The agenda shall be a sequentially numbered listing by topic and a brief description of business items that shall be taken up for consideration. 5.2 REGULAR MEETINGS The agenda shall be prepared substantially in the following order, but may be amended for brevity: AGENDA Call to Order & Pledge of Allegiance Invocation/Moment of Reflection Roll Call Statement of Participation Reports by Mayor, Councilmembers and Town Manager (including proclamations) (No discussion) Presentations (if any) Call to the Public (Non-agenda items) (preceded by the following paragraph) Pursuant to ARIZ. REV. STAT. § 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 the matter or (iii) ask that the matter be placed on a future Council agenda. Consent Agenda (preceded by the following explanatory paragraph) All items listed are considered to be routine, non-controversial matters and will be enacted by one motion and vote 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 Page 10 Rules of Procedure - 9/06/2023 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 item will be removed from the Consent Agenda and considered in its normal sequence on the agenda. Action Items (grouped by subject to the extent possible) Council Discussion/Direction to the Town Manager Future Agenda Items Adjournment All agendas shall have the following statement placed at the bottom: The Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call 837-2003 (voice) or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in this meeting or to obtain agenda information in large print format. A. Roll Call. Following the Call to Order and the Pledge of Allegiance, the Moment of Reflection or Invocation and before proceeding with the business of the Council, the Presiding Officer shall direct the Town Clerk or authorized designee to call the Roll, and the names of Councilmembers both present and absent shall be entered into the minutes. The order of roll call shall be: Mayor, Vice Mayor and then Councilmembers from the Mayor's far right to the Mayor's far left. B. Statement of Participation. Following the Roll Call, the Town Clerk will read the Statement of Participation at each Regular meeting and will consist of the following: Anyone wishing to address the council regarding items listed on the agenda or under “Call to the Public” should fill out a request to comment card located in the back of the council chambers and hand it to the Town Clerk prior to consideration of that agenda item. When your name is called, please approach the podium, speak into the microphone, and state your name and if you are a resident for the public record. Please limit your comments to three minutes. It is the policy of the Mayor and Council to not comment on items brought forth under “Call to the Public.” However, staff can be directed to report back to the council at a future date or to schedule items raised for a future council meeting. C. Report by Mayor, Councilmembers and Town Manager The Mayor may use Reports to read proclamations or conduct other ceremonial matters as listed on the posted agenda and reports may be given by the Mayor, Councilmembers and Town Manager on current events and/or activities. (The Arizona Open Meeting Law does not allow discussion or action on any matter mentioned during the reports.) Page 11 Rules of Procedure - 9/06/2023 D. Presentations. The Town Manager may use the Presentations section to provide the council with an update from Department Directors, contracted service providers, neighboring jurisdictions, and regional organizations. E. Call to the Public. 1. All citizens and interested parties will be limited to a maximum of three minutes to address the Council on a non-agenda item. 2. All citizens and interested parties wishing to speak before the Council shall fully complete a Request to Comment form (Request Form). Request forms submitted by those who indicate they will not speak will be grouped together in the order in which the cards were received and by the categories of "for" and "against" relating to the item indicated on the request forms. The Town Clerk will announce the number of cards received, if any, and the number received per category. 3. At the conclusion of each citizen's comments, the Presiding Officer may take any or all of the following actions: a. Thank speaker for addressing issue. b. Ask staff to review matter. c. Ask that a matter be put on a future agenda. d. Permit individual Councilmembers to respond to criticism raised during the Call to the Public 4. At the discretion of the Presiding Officer a light and/or sound signals may be used to indicate the commencement of the time for speaking and a warning light may flash to show that the appropriate time has passed. A red light will signal that there is no longer any remaining time. E. Consent Agenda 1. The Consent Agenda includes items that are of such a nature that discussion is not required, or issues that have been previously studied by the Council. These items may be adopted by one motion and vote. 2. There is no detailed discussion on items listed under the Consent Agenda, unless a member of the Council or any member of the public in attendance at the meeting requests that an item or items be removed for discussion. Councilmembers or the public may not ask a question without removal of the item from the Consent Agenda. 3. Items removed from the Consent Agenda are considered in their normal sequence as listed on the agenda, unless called out of sequence as provided under Section 1.4 Page 12 Rules of Procedure - 9/06/2023 (Suspension of the Rules) above. F. Action Items. 1. At the time each business item is presented to the Council, the Town staff shall present a report on the subject and the applicant, if any, may also speak. The Mayor or the Town Clerk, or authorized designee, will then call the request forms of those citizens desiring input and comments. All citizens and interested parties wishing to speak before the Council shall fully complete request forms and submit the forms to the Town Clerk, or authorized designee, prior to Council discussion of that agenda item. Sufficient request forms shall be located in the Council Chamber's Lobby (the public entry area into the Chamber) and at the Town Clerk's position on the dais. Completed request forms will be retained by the Town Clerk until the draft minutes are approved by the Council at a subsequent meeting. Speakers' names and comments will be included in the meeting minutes. Speakers will be called in the order in which the request forms were received. If a speaker chooses not to speak when called, such speaker will be deemed to have waived his/her opportunity to speak on that matter. 2. Those speaking before Council will be allowed three contiguous minutes to address Council, but time limits may be waived, upon advice of the Town Attorney, by (a) discretion of the Town Manager upon request by the speaker not less than 24 hours prior to a meeting, (b) consensus of the Council at a meeting or (c) the Mayor either prior to or during a meeting. Speakers may not (a) reserve a portion of their time for a later time, or (b) transfer any portion of their time to another speaker. 3. Residents may also use the online request form to provide input regarding an item on the agenda. The online form is found on the Towns website. The resident must completely fill out the online form and submit it no later than 3:00 p.m. on the day of the council meeting for this item. The Town Clerk will place copies at each councilmembers station on the dais, and when the item is up for discussion after all of the in-person comments have concluded, will read the speaker’s name and whether or not they are “for” or “against” the item for the public record. Written comments provided through the online form, will not be read out loud at the meeting. 4. The purpose of all public comments is to provide information and the speaker's views for Council consideration. It is not appropriate for the speakers to question directly, or debate the matter under consideration with staff, other speakers, the audience or Councilmembers; all remarks will be addressed to the Presiding Officer and not to individual Councilmembers. All comments shall be addressed through the Presiding Officer who shall decide if any response is warranted and who, if anyone, shall address the concern. Councilmembers may request, upon recognition by the Presiding Officer, clarification of comments or materials presented by the speakers, any applicant's Page 13 Rules of Procedure - 9/06/2023 representatives or Town staff; provided, however, that no Councilmember shall engage in debate directly with such speakers, representatives or Town staff. 5. Proper decorum, in accordance with Section 6.4 below, must be observed by Councilmembers, by speakers in providing testimony and remarks and by the audience. In order to conduct an orderly business meeting, the Presiding Officer shall keep control of the meeting and shall require the speakers and audience to refrain from abusive or profane remarks, disruptive outbursts, applause, protests or other conduct that disrupts or interferes with the orderly conduct of the business of the meeting. Personal attacks on Councilmembers, Town staff or members of the public are not allowed. 6. Generally, agenda items requiring public hearings, other than those of a quasi-judicial nature, shall be conducted in the following order: a. The Presiding Officer will announce the matter that is set forth for a public hearing, will then open the public hearing, and, if appropriate, ask the staff to provide a report of the matter. b. The Presiding Officer will then ask the applicant to speak regarding the matter. c. After all public comments are heard, the Presiding Officer will close the public hearing, and may ask staff or the applicant to respond to the comments. d. The Presiding Officer may then call for a motion and second, if applicable, and ask if Council wishes to discuss the issue. Council may then proceed to discuss the matter. e. Upon the conclusion of Council comment, the Presiding Officer will call for action on the motion. f. Exhibits, letters, petitions, and other documentary items presented or shown to the Council on a public hearing item become part of the record of the public hearing and shall be maintained by the Town Clerk. g. Ten collated sets of written or graphic materials should be provided by the speaker to the Town Clerk prior to the commencement of the hearing to allow for distribution to the Council, key Town staff and the Town Clerk for inclusion in the public record. Reduced copies (8”x 11") of large graphic exhibits should be provided as part of the sets of materials for distribution as provided above. The appropriate staff member shall be responsible to notify applicants of this requirement. 7. Questions or comments from the public shall be limited to the subject under Page 14 Rules of Procedure - 9/06/2023 consideration. Depending upon the extent of the agenda and the number of persons desiring to speak on an issue, the Presiding Officer may, at the beginning of the agenda item, limit repetitive testimony, and limit the amount of time per speaker. Upon approval of (a) the Presiding Officer or (b) a majority of the Council, persons may be allowed to speak longer than three minutes. Councilmembers may ask the individual speaker questions through the Presiding Officer. 8. Quasi-judicial hearings shall be conducted in accordance with the principles of due process, and the Town Attorney shall advise the Council in this regard. G. Council Discussion/Direction to the Town Manager. The Council may (1) request the Town Manager to follow-up on matters presented at that meeting; and/or (2) a consensus of the Council may request the Town Manager to research a matter and report back to the Council. H. Adjournment. The open, public meeting of the Council may be adjourned by consensus of the Council. 5.3 SPECIAL MEETINGS A. As Substitute for Regular Meeting. If a special meeting is being held as an extension of or in place of a regular meeting, the agenda shall be as set forth for a regular meeting. B. Generally. For all other special meetings, the agenda shall be prepared in the following order: AGENDA Call to Order Roll Call Consent Agenda (if needed - explanatory paragraph same as regular meeting) Action Items (grouped by subject to the extent possible) Adjournment 5.4 WORK SESSION MEETINGS The primary purpose of work sessions is to provide the Council with the opportunity for in-depth discussion and study of specific subjects. Public comment is not provided for on the agenda and may be made only as approved by consensus of the Council. In appropriate circumstances, a brief presentation may be permitted by a member of the public or another interested party on an agenda item if invited by the Mayor and Council to do so. The Presiding Officer may limit or end the time for such presentations. Page 15 Rules of Procedure - 9/06/2023 The work session agenda shall be prepared in the following order: Call to Order Roll Call Work Session Statement (explanatory statement) All Items Listed Are for Discussion Only. No Action Can or Will Be Taken. The primary purpose of work sessions is to provide the Council with the opportunity for in-depth discussion and study of specific subjects. Public comment is not provided for on the agenda and may be made only as approved by consensus of the Council. In appropriate circumstances, a brief presentation may be permitted by a member of the public or another interested party on an agenda item if invited by the Mayor or the Town Manager to do so. The Presiding Officer may limit or end the time for such presentations. Agenda Items for Discussion (Items Numbered for Order) Adjournment SECTION 6. PROCEDURES FOR CONDUCTING THE MEETING 6.1 CALL TO ORDER A meeting of the Council shall be called to order by the Presiding Officer, (the Mayor or in his/her absence, by the Vice-Mayor). In the absence of both the Mayor and Vice-Mayor, the meeting shall be called to order by the Town Clerk, who shall immediately call for the selection of a temporary Presiding Officer. 6.2 PARTICIPATION OF PRESIDING OFFICER The Presiding Officer may debate from the Chair, subject only to such limitations of debate as are imposed on all Councilmembers, and he/she shall not be deprived of any of the rights and privileges of a Councilmember by reason of his/her acting as Presiding Officer. However, the Presiding Officer is primarily responsible for the conduct of the meeting. 6.3 QUESTION TO BE STATED The Presiding Officer shall verbally restate, or shall ask the Town Clerk to verbally restate, each question immediately prior to calling for discussion and the vote. Following the vote, the Presiding Officer shall ask the Town Clerk or authorized designee to verbally announce the results of voting, including the ayes, nays and abstentions. The Presiding Officer shall publicly state the effect of the Page 16 Rules of Procedure - 9/06/2023 vote for the benefit of the audience before proceeding to the next item of business. Formal votes shall not be taken at work sessions or executive sessions. 6.4 RULES/DECORUM/ORDER A. Points of Order. The Presiding Officer shall determine all points of order after consultation with the Parliamentarian, subject to the right of any member to appeal such determination to the whole Council. If any appeal is taken, the question (motion) shall be substantially similar to the following: "Shall the decision of the Presiding Officer be sustained?" In which event, following a second, a majority vote shall govern, and conclusively determine such question of order. B. Order and Decorum 1. Councilmembers: Any Councilmember desiring to speak shall address the Presiding Officer and, upon recognition by the Presiding Officer, may speak. 2. Employees: Members of the administrative staff and employees of the Town shall observe the same rules of procedure and decorum applied to Councilmembers. The Town Manager shall ensure that all Town employees observe such decorum and will direct the participation of any staff member in the discussion of the Council. The Town Manager shall first be recognized by the Presiding Officer prior to addressing the Council. Any staff member desiring to speak shall first be recognized by the Town Manager. 3. Public: Members of the public attending the meetings shall observe the same rules of order and decorum applicable to the Council. Unauthorized remarks or demonstrations from the audience, such as applause, stamping of feet, whistles, boos or yells shall not be permitted by the Presiding Officer, who may direct a law enforcement officer to remove such offender/s from the room. C. Enforcement of Decorum. Proper decorum is to be maintained during all meetings by the Council, staff and guests. It is the responsibility of the Presiding Officer of the meeting to ensure compliance with this Policy. The Presiding Officer shall request that a speaker refrain from improper conduct; if the speaker refuses, the Presiding Officer may end the speaker's time at the podium. If the speaker refuses to yield the podium after being asked to do so by the Presiding Officer, the Presiding Officer may (1) recess the meeting for a brief time (2) end the speaker's time at the podium or (3) direct a law enforcement officer present at the meeting to remove from the meeting the person whose conduct is disorderly or disruptive. 6.5 TELECONFERENCE PROCEDURE Meetings may be conducted by teleconference as follows: A. Prior Notice. When a Councilmember is unable to attend a meeting and desires to participate Page 17 Rules of Procedure - 9/06/2023 in the meeting by telephone, the Councilmember shall be permitted to do so provided he/she gives the Town Clerk, or authorized designee, notice of his/her inability to be present at the meeting at least 48 hours prior to the meeting. B. Notation on Agenda. The notice of the meeting and the agenda shall include the following: "Councilmembers of the Town of Fountain Hills will attend either in person or by telephone conference call." C. Public Access. Facilities will be used at the meeting to permit the public to observe and hear all telephone communications. D. Notation in Minutes. The minutes of the meeting shall clearly set forth which members are present in person and which are present by telephone. 6.6 ADDRESSING THE COUNCIL A. Manner of Addressing the Council. 1. Any member of the public desiring to address the Council shall proceed to the podium after having been recognized by the Presiding Officer. There shall be no loud vocalization (shouting or calling out) from the seating area of the Council Chamber. At the podium, the speaker shall clearly state his/her name for the record and shall indicate if he/she is a Town resident. 2. Special assistance for sight and/or hearing-impaired persons can be provided. Anyone requiring such assistance should contact the Town Clerk 48 hours before a meeting to request an accommodation to participate in the meeting. B. Limitation Regarding Public Comment and Reports. The making of oral communications to the Council by any member of the public during the "Call to the Public: (Non-agenda Items)" or under an action item, shall be subject to the following limitations: 1. All citizens wishing to address the Council shall complete and submit a request form as set forth in Subsection 5.2(F) above. 2. The Presiding Officer may limit the number of speakers heard on non- agenda topics at any single meeting to allow the meeting to proceed and end in a timely manner. 3. If it appears that several speakers desire to provide repetitive comments regarding a single topic, the Presiding Officer may limit the number of speakers. Page 18 Rules of Procedure - 9/06/2023 C. Motions. 1. Processing of Motions: When a motion is made and seconded, it shall be stated by the Presiding Officer before debate. 2. Precedence of Motions: When a motion is before the Council, no motion shall be entertained except the following, which shall have precedence in the following order: a. Fix the time to adjourn b. Adjourn c. Recess d. Raise a question of Privilege e. Table f. Limit or extend limits of debate g. Postpone to a certain time and date h. Amend i. Postpone Indefinitely j. Main Motion 3. Motion to Postpone Indefinitely: A motion to postpone indefinitely is used to dismiss an item on the agenda. This motion is debatable, and because it can be applied only to the main question, it can, therefore, only be made while the main question is immediately pending (a motion and second is on the floor). This motion is commonly used to postpone an item until a more appropriate time. 4. Motion to Table: A motion to table enables the assembly to lay the pending question aside temporarily when something else of immediate urgency has arisen, in such a way that there is no set time for taking the matter up again. A motion to table shall be used to temporarily by-pass the subject. A motion to table shall not be debatable and shall preclude all amendments or debate of the subject under consideration. If the motion shall prevail, the matter may be "taken from the table" at any time prior to the end of the next regular meeting. 5. Motion to Limit or Terminate Discussion: Such a motion shall be used to limit or close debate on, or further amendment to, the main motion. This is referred to as "Call for the Question" and is the motion used to cut off debate and to bring the group to an immediate vote on the pending motion; it requires a two-thirds vote. The vote shall be taken by voice. If the motion fails, debate shall be reopened; if the motion passes, a vote shall be taken on the main motion. Page 19 Rules of Procedure - 9/06/2023 6. Motion to Amend: a. A motion to amend shall be debatable only as to the amendment. A motion to amend an amendment on the floor shall not be in order. b. An amendment modifying the intention of a motion shall be in order, but an amendment relating to a different matter shall not be in order. c. Amendments shall be voted on first, prior to consideration of subsequent amendments. After all amendments have been voted on, the Council shall vote on the main motion (as amended, if applicable). 7. Motion to Continue: Motions to continue shall be debatable only as to the propriety of postponement. Motions to continue to a definite time shall be amendable and debatable as to propriety of postponement and time set only. D. Addressing the Council after Motion is made. After the motion has been made, or after a public hearing has been closed, no member of the public shall address the Council without first securing permission from the Presiding Officer. E. Voting Procedure. After discussion has been concluded and the Mayor, the Councilmember who made the motion or the Town Clerk has restated the motion under consideration, the following procedure shall apply: 1. Casting a Vote: a. In acting upon every motion, the vote shall be taken by casting a mechanical yes/no vote, voice, roll call or any other method as determined by the Presiding Officer, by which the vote of each member of the Public Body can be clearly ascertained and recorded in the meeting minutes. Upon the request of the Mayor or a Councilmember, the vote shall be taken by roll call. b. The vote on each motion shall be entered into the record by names of the Councilmembers voting for or against. The Record also shall include the names of any member not casting a vote by reason of being absent from the room at the time of the vote. c. If a Councilmember has declared a Conflict of Interest, the Town Clerk shall include a statement such as "Abstained due to declared Conflict of Interest" in the official minutes as part of the results of the vote. d. If the roll call method of voting is used, the Town Clerk or designee shall call the names of all members in random order with each new vote concluding Page 20 Rules of Procedure - 9/06/2023 the vote with the Vice Mayor and Mayor respectively. Members shall respond "Aye" or "Nay." 2. Failure to Vote: a. All Councilmembers in attendance at a duly called meeting that requires formal Council action are required to vote. A member may abstain from voting only if he/she has a conflict of interest under State law, in which case such member shall take no part in the deliberations on the matter in question. b. Should a Councilmember fail to vote or offer a voluntary abstention, his/her vote shall be counted with the majority of votes cast, unless the Councilmember's vote is excused by the State law; however, in the event of a tie vote, his/her vote shall be counted as "Aye." 3. Reconsideration: Any Councilmember who voted with the majority may move a reconsideration of any action at the same or next regular meeting. To ensure that the open meeting law requirements are met, a written request from such Councilmember must be submitted to the Town Clerk’s Office at least nine days prior to the next regular meeting. After a motion for reconsideration has once been acted upon, no other motion for reconsideration thereof shall be made without the unanimous consent of the Council. 4. The affirmative vote of a majority of a quorum shall be required for passage of any matter before the Council. SECTION 7. CONFLICT OF INTEREST 7.1 INTRODUCTION Occasionally, a Councilmember may find himself/herself in a situation that requires a Councilmember remove himself/herself from participation in discussion and voting on a matter before the Council. This situation exists when the Councilmember has a "conflict of interest" as defined by the Arizona Conflict of Interest Law. This law establishes minimum standards for the conduct of public officers and employees who, in their official capacity, are, or may become involved with, a decision, which might unduly affect their personal interests or those of their close relatives. 7.2 PURPOSE OF CONFLICT OF INTEREST LAWS The purpose of Arizona's Conflict of Interest Law is to prevent self-dealing by public officials and to remove or limit any improper influence, direct or indirect, which might bear on an official's decision, as well as to discourage deliberate dishonesty. Page 21 Rules of Procedure - 9/06/2023 7.3 APPLICABILITY OF THE ARIZONA CONFLICT OF INTEREST LAW The Arizona Conflict of Interest Law as now set forth or as amended in the future, applies to all actions taken by Councilmembers, Board members, Commissioners, and Committee members. 7.4 DISCLOSURE OF INTEREST Any Councilmember, Board member, Commissioner, or Committee member who may have a conflict of interest should seek the opinion of the Town Attorney as to whether a conflict exists under the State law. Any member who has a conflict of interest in any decision must disclose that interest at the meeting and in writing on a form provided by the Town Clerk. The disclosure of the conflict shall include a statement that the member withdraws from further participation regarding the matter. The Town Clerk or designee shall maintain for public inspection all documents necessary to memorialize all disclosures of a conflict of interest by a member. 7.5 WITHDRAWAL FROM PARTICIPATION Having disclosed the conflict of interest and withdrawn in the matter, the Councilmember, Board member, Commissioner, or Committee member must not communicate about the matter with anyone involved in the decision making process in any manner. Further, the member should not otherwise attempt to influence the decision and should remove himself/herself from the Council Chamber, or other location where a meeting is being held, while the matter is considered. Failure to disclose any conflict of interest is addressed in Section 7.8 below. 7.6 RULE OF IMPOSSIBILITY In the unlikely situation that the majority of Councilmembers, Board members, Commissioners, or Committee members have a conflict of interest and the Council, Board, Commission or Committee is unable to act in its official capacity, members may participate in the discussion and decision after making known their conflicts of interest in the official records. 7.7 IMPROPER USE OF OFFICE FOR PERSONAL GAIN Public officers and employees are prohibited from using or attempting to use their official positions to secure valuable things or benefits for themselves, unless such benefits are (A) part of the compensation they would normally be entitled to for performing their duties or (B) otherwise permitted according to State Law. 7.8 SANCTIONS FOR VIOLATIONS Violations of the conflict of interest provisions set forth herein shall be punished as provided for in State law. Page 22 Rules of Procedure - 9/06/2023 7.9 NON-STATUTORY CONFLICTS OF INTEREST Occasionally, a Councilmember, Board member, Commissioner, or Committee member may feel that he/she should ethically refrain from participation in a decision even though the circumstances may not amount to a conflict of interest under the State law described above. It is the policy of the Council to encourage members to adhere to strongly held ethical values, which are exercised in good faith. However, subsection 6.6(E) (2) above encourages participation in the decision-making process unless the matter involves a statutory conflict of interest set forth by State law. SECTION 8. CODE OF ETHICS PREAMBLE: THE CITIZENS OF FOUNTAIN HILLS ARE ENTITLED TO HAVE A FAIR, ETHICAL, AND ACCOUNTABLE GOVERNMENT, WHICH HAS EARNED THE PUBLIC’S FULL CONFIDENCE. IN KEEPING WITH THE TOWN OF FOUNTAIN HILLS COMMITMENT TO THE EFFECTIVE FUNCTIONING OF DEMOCRATIC GOVERNMENT, PUBLIC OFFICIALS, BOTH ELECTED AND APPOINTED, SHALL COMPLY WITH BOTH THE LETTER AND SPIRIT OF THE LAWS AND POLICIES AFFECTING THE OPERATIONS OF GOVERNMENT; BE INDEPENDENT, IMPARTIAL AND FAIR IN THEIR JUDGMENT AND ACTIONS AND USE THEIR OFFICE FOR THE PUBLIC GOOD AND NOT FOR PERSONAL GAIN. The purpose of this policy for the Town is to ensure the quality of the Town Government through ethical principles that shall govern the conduct of the Council and members of the Town's boards, commissions, and committees. In furtherance of this purpose, we shall: 8.1 OBEY THE CONSTITUTION AND LAWS OF THE UNITED STATES OF AMERICA, THE CONSTITUTION, AND LAWS OF THE STATE OF ARIZONA AND THE LAWS OF THE TOWN OF FOUNTAIN HILLS. WORK TO ENACT AND ENFORCE JUST AND EQUITABLE LAWS THAT PROMOTE THE WELL-BEING OF OUR COMMUNITY. 8.2 BE DEDICATED TO THE CONCEPTS OF EFFECTIVE AND DEMOCRATIC LOCAL GOVERNMENT THROUGH DEMOCRATIC LEADERSHIP. We shall honor and respect the principles and spirit of representative democracy and shall set a positive example of good citizenship by scrupulously observing the letter and spirit of laws, rules, and regulations. WE SHALL BASE OUR DECISIONS ON THE MERITS AND SUBSTANCE OF THE MATTER AT HAND RATHER THAN ON UNRELATED CONSIDERATIONS. WE SHALL PUBLICLY SHARE SUBSTANTIVE INFORMATION THAT IS RELEVANT TO A MATTER UNDER CONSIDERATION BY THE COUNCIL Page 23 Rules of Procedure - 9/06/2023 OR BOARDS AND COMMISSIONS, WHICH WE MAY HAVE RECEIVED FROM SOURCES OUTSIDE OF THE PUBLIC DECISION-MAKING PROCESS, WITH THE EXCEPTION OF CONFIDENTIAL OR PRIVILEGED INFORMATION WHICH SHOULD REMAIN AS SUCH. 8.3 AFFIRM THE DIGNITY AND WORTH OF THE SERVICES RENDERED BY THE TOWN GOVERNMENT AND MAINTAIN A DEEP SENSE OF SOCIAL RESPONSIBILITY AS A TRUSTED PUBLIC SERVANT. 8.4 BE DEDICATED TO THE HIGHEST IDEALS OF HONOR, ETHICS, AND INTEGRITY IN ALL PUBLIC AND PERSONAL RELATIONSHIPS. A. Public Confidence. We shall conduct ourselves so as to maintain public confidence in Town government and in the performance of the public trust. WE RECOGNIZE THE EXERCISE OF FREE SPEECH COMES WITH ETHICAL DUTIES THAT INVOLVE RESPECTING THE DIVERSE PERSPECTIVES THAT MAKE UP A SOCIETY, PROMOTING HEALTHY DISCUSSIONS, AND MAINTAINING A SENSE OF EMPATHY AND RESPONSIBILITY FOR THE POTENTIAL IMPACT OF OUR WORDS. WE RECOGNIZE OUR RESPONSIBILITY AND WILL PRACTICE THE FOLLOWING: • REFRAIN FROM SPREADING HATE SPEECH, MISINFORMATION, OR INFRINGING ON THE RIGHTS OF OTHERS. • REFLECT ON HOW OUR WORDS MIGHT AFFECT MARGINALIZED OR VULNERABLE COMMUNITIES AND CONSIDER THE POTENTIAL HARM THAT INSENSITIVE LANGUAGE MIGHT CAUSE. • ENGAGE IN CONSTRUCTIVE CONVERSATIONS AND DEBATES THAT ENCOURAGE THE EXCHANGE OF IDEAS WHILE AVOIDING PERSONAL ATTACKS OR DEROGATORY LANGUAGE. • REFRAIN FROM MAKING VERBAL ATTACKS UPON THE CHARACTER OR MOTIVES OF OTHER MEMBERS OF THE COUNCIL, BOARDS, COMMISSIONS, THE STAFF, OR THE PUBLIC. • REFRAIN FROM MAKING DISPARAGING REMARKS ABOUT OTHER MEMBERS OF THE COUNCIL, BOARDS, COMMISSIONS, THE STAFF, OR THE PUBLIC. B. Impression of Influence. We shall conduct our official and personal affairs in such a manner as to give a clear impression that we cannot be improperly influenced in the performance of our official duties. C. ADVOCACY. WE SHALL REPRESENT THE OFFICIAL POLICIES OR POSITIONS OF THE TOWN COUNCIL, BOARD, OR COMMISSION TO THE BEST OF OUR ABILITY WHEN DESIGNATED AS DELEGATES FOR THIS PURPOSE. WHEN PRESENTING OUR OWN INDIVIDUAL OPINIONS AND POSITIONS TO THE PUBLIC, THE MEDIA, OR OTHER STAKEHOLDERS. WE SHALL STATE THEY DO NOT REPRESENT THE COUNCIL OR THE TOWN OF FOUNTAIN HILLS NOR IMPLY THAT THEY DO. 8.5 RECOGNIZE THAT THE CHIEF FUNCTION OF LOCAL GOVERNMENT IS AT ALL TIMES TO SERVE THE BEST INTERESTS OF ALL THE PEOPLE. Page 24 Rules of Procedure - 9/06/2023 We shall treat our office as a public trust, only using the power and resources of public office to advance public interests and not to attain personal benefit or pursue any other private interest incompatible with the public good. OUR DECISIONS AND ACTIONS WILL BE GUIDED BY THE BEST INTERESTS OF THE COMMUNITY WE SERVE. WE HAVE A PUBLIC FORUM TO SHOW HOW INDIVIDUALS WITH DISPARATE POINTS OF VIEW CAN FIND COMMON GROUND AND SEEK A COMPROMISE THAT BENEFITS THE COMMUNITY AS A WHOLE. WE WILL USE THIS PUBLIC FORUM IN THE MOST EFFECTIVE AND BENEFICIAL MANNER. 8.6 KEEP THE COMMUNITY INFORMED ON MUNICIPAL AFFAIRS; ENCOURAGE COMMUNICATION BETWEEN THE CITIZENS AND ALL MUNICIPAL OFFICERS; EMPHASIZE FRIENDLY AND COURTEOUS SERVICE TO THE PUBLIC; AND SEEK TO IMPROVE THE QUALITY AND IMAGE OF PUBLIC SERVICE. A. Accountability. We shall ensure that government is conducted openly, efficiently, equitably, honorably, and in a manner that permits the citizens to become fully informed to allow them to hold Town officials accountable. B. Respectability. We shall safeguard public confidence in the integrity of Town government by being honest, fair, caring, and respectful, and by avoiding conduct creating the unexplainable appearance of impropriety, or impropriety of which is otherwise unbefitting a public official. 8.7 SEEK NO FAVOR; BELIEVE THAT PERSONAL BENEFIT OR PROFIT SECURED BY CONFIDENTIAL OR PRIVILEGED INFORMATION OR BY MISUSE OF PUBLIC TIME IS DISHONEST. A. Private Employment. We shall take any steps necessary to ensure that we comply with the State law regarding conflicts of interest when we engage in, solicit, negotiate for, or promise to accept private employment or render services for private interests or conduct a private business. B. Confidential Information. We shall not disclose to others, or use to further our personal interest, confidential information acquired in the course of our official duties. C. Gifts. We shall not directly or indirectly, in connection with service to the Town, solicit any gift or accept or receive any gift - of any value - whether it be money, services, loan, travel, entertainment, hospitality, promise, or any other form of gratuity. This policy shall not apply to hospitality, transportation or other assistance provided to Town officials when such hospitality, transportation or other assistance is (i) directly related to their participation in community events as a representative of the Town or (ii) of inconsequential value and accepted as a courtesy. D. Investment in conflict with official duties. We shall not invest or hold any investment, directly or indirectly, in any financial business, commercial or other private transaction that creates Page 25 Rules of Procedure - 9/06/2023 a conflict with our official duties. E. Personal relationships. Personal relationships shall be disclosed in any instance where there could be the appearance of conflict of interest or a conflict of interest. 8.8 CONDUCT BUSINESS OF THE TOWN IN A MANNER, WHICH IS NOT ONLY FAIR IN FACT, BUT ALSO FAIR IN APPEARANCE. 8.9 PROMOTE UNDERSTANDING, MUTUAL RESPECT AND TRUST AMONG MEMBERS OF COUNCIL, BOARDS, COMMISSIONS AND COMMITTEES CONCERNING THEIR ROLES AND RESPONSIBILITIES WITH RESPECT TO TOWN STAFF'S RESPONSIBILITY FOR IMPLEMENTING THE COUNCIL'S POLICIES. 8.10 COMPLIANCE AND ENFORCEMENT ANY PERSON(S) WHO BELIEVES A COUNCIL MEMBER, BOARD, OR COMMISSIONER HAS VIOLATED THE CODE OF ETHICS OUTLINED IN SECTION 8 OF THE RULES OF PROCEDURE MAY FILE A COMPLAINT. TO FILE A COMPLAINT, A PERSON(S) MUST REQUEST THE COMPLAINT FORM FROM THE TOWN CLERK AND FILE THE COMPLAINT WITHIN 90 DAYS OF THE ALLEGED OCCURRENCE OR DISCOVERY OF THE ALLEGED OCCURRENCE ALONG WITH A FILING FEE OF $200. SEE SECTION 10 OF THE RULES OF PROCEDURE. All members of the Council, boards, commissions, or committees shall acknowledge in writing, on a form provided by the Town Clerk, receipt of these provisions relating to ethics. SECTION 9. BOARDS, COMMISSIONS, AND COMMITTEES The Fountain Hills' Council may create such boards, commissions, and committees as deemed necessary to assist in the conduct of the operation of Town government. The Council may authorize and direct the Town Manager to establish ad hoc committees as needed in order to provide additional flexibility with regard to conducting Town business. 9.1 REGULARLY SCHEDULED OR UNSCHEDULED BOARDS, COMMISSIONS AND COMMITTEES A. Classification. All boards, commissions, and committees of the Town shall be classified as regularly scheduled or unscheduled boards, commissions, and committees. Regularly scheduled boards, commissions, and committees are those that meet on a regularly- scheduled basis or may be quasi-judicial in nature. Unscheduled boards, commissions, and committees meet on an as-called basis. B. Regularly Scheduled. Regularly scheduled boards, commissions, and committees include: Page 26 Rules of Procedure - 9/06/2023 1. Planning and Zoning Commission 2. Community Services Advisory Commission 3. McDowell Mountain Preservation Commission 4. Strategic Planning Advisory Commission 5. Sister Cities Advisory Commission 6. Municipal Property Corporation 7. Historic and Cultural Advisory Commission C. Unscheduled. Unscheduled boards, commissions, and committees: 1. Ad Hoc Committees 2. Board of Adjustment D. Sunset. Except for the Planning and Zoning Commission and Board of Adjustment, any board, commission, or committee created shall cease to exist (1) upon the accomplishment of the special purpose for which it was created or (2) when abolished by a majority vote of the Council. 9.2 SELECTION OF BOARD, COMMISSION, OR COMMITTEE MEMBERS A. Call for Applications. The call for applications to fill vacant seats for boards, commissions and committees may include a request for: 1. The application that describes the applicant’s skills, experience, and educational background needed to ensure the successful filling of the vacancy. Applicants may submit a resume along with the application; however, not in lieu of filling out the application. 2. Responses to the supplemental questionnaire specific to a board, commission, or committee application, if such questionnaire is included. 3. The consent to executive session form. 4. If a member whose term will be expiring wishes to reapply for an additional term on the same board, commission or committee, such member is exempt from filing those items listed in Subsections 9.2 (A)(1-4 2). However, such member shall submit in Page 27 Rules of Procedure - 9/06/2023 writing, on a form provided by the Town Clerk that includes a request for the Council's consideration of reappointment in addition to the consent to executive session as listed in Subsection 9.2(A)(5). The member may include any new or additional information that is relevant to the original application already on file. B. Advertising/Timing and Location. The Town Clerk shall be responsible for advertising to fill vacant seats to boards, commissions, and committees for at least two weeks and no later than two months, prior to the expiration of the current board, commission, or committee member(s) term, via: 1. The Town's government access channel. 2. Newspaper advertising. 3. The Town website. 4. The Town's official posting sites as listed in Section 2-4-3 of the Fountain Hills Town Code. The downloadable application packet will be placed on the Town's website for public access with hard copies made available to the public through the Customer Service Representative. C. Advertisement Contents. Advertisement of vacancies shall include the following: 1. The name of the board, commission, or committee. 2. The number of vacancies to be filled. 3. A brief description of the board, commission, or committee. 4. A brief description of the qualifications, skills and experience background applicants should possess, if any. 5. An overview of when the board, commission, or committee meets. 6. The deadline for submitting applications. 7. Listing of applicant information required and location where application packets may be obtained. 8. Staff liaison contact information. 9. The dates of publication in the local paper. D. Staff Review. Individuals applying for boards, commissions, or committees must submit Page 28 Rules of Procedure - 9/06/2023 to the Town Clerk those items as listed in Subsection 9.2(A) above by the published deadline. The Town Clerk and Staff Liaison will review the application(s) to ensure that the applicant(s) meet the qualifications as listed in Subsection 9.4(A) below. E. Council Materials. The staff liaison to the board, commission, or committee will assemble and copy all application packets and provide all supporting materials to all Councilmembers. F. Subcommittee Review/Interview. The Council subcommittee shall interview all applicants, unless there are more than five applicants for each vacancy, in which case the subcommittee may choose, at its discretion, to limit the number of interviewed applicants to five per vacancy after meeting to review all of the applications. The staff liaison will schedule an appropriate time to interview qualified applicants in person or via telephone, and shall prepare and post the agenda for an executive session in accordance with the Arizona open meeting law for said interviews. Interviews shall be conducted in Executive Session unless the applicant requests the interview be held at a public meeting. G. Subcommittee Recommendation. After the interviews have concluded, the staff liaison, Town Clerk or the Council Subcommittee chair shall advise the Mayor of the subcommittee's discussion and appointment recommendation(s). H. Council Consideration. The Town Clerk shall prepare the Staff Report according to the submission deadline for the next appropriate Council meeting agenda, including the following information: (1) a review of the steps taken to recruit applicants, (2) the number of vacancies to be filled along with the names of those members whose terms expire, (3) the number of applications received and (4) the specific term to be filled. I. Notification of Council Meeting. The staff liaison shall notify the appointee(s) that he/she is a possible candidate for appointment to a board, commission, or committee and suggest that he/she may want to be present at the scheduled meeting when the recommendation is presented to the Council. J. Notification of Council Action. Following the Council's approval of the Mayor's appointment(s) to a board, commission, or committee, the Town Clerk shall notify appointees as to their appointment and provide them with an Oath of Office, Ethics Policy and Open Meeting Law Affirmation for their signature and return. Those applicants not chosen to fill a vacancy on a board, commission, or committee, will be provided written notification by the Town Clerk outlining the Council's appointments and they will be provided with an application of interest for consideration of applying for any other board, commission and committee vacancies. K. Appointee Orientation. The staff liaison will provide specific details to the new appointees relative to: (1) their attendance at the "official" board, commission, or committee orientation, and (2) all official literature, agendas, minutes, or other materials specific to their appointment. Page 29 Rules of Procedure - 9/06/2023 9.3 RECOMMENDATIONS FOR APPOINTMENTS TO BOARDS, COMMISSIONS AND COMMITTEES A. Appointments Subcommittee. The Mayor may annually appoint Council Subcommittees for board, commission and committee appointments. Each subcommittee shall be made up of three Councilmembers. The Mayor may appoint himself/herself to this subcommittee. If no such subcommittee is appointed, at a minimum, a quorum of the Fountain Hills Council shall review applications and conduct interviews for the various boards, commissions, and committees to fill vacancies based upon the applicants' skills, experience, and background as required under Section 9.4 below. B. Subcommittee Purpose. The purpose of this Council Subcommittee is to review applications, interview applicants (typically in Executive Session) and provide a recommendation to the Mayor for possible appointment to fill vacancies based upon the applicants' skills, experience, and background as required under Section 9.4 below. C. Appointment Timing. The process of application review and interviews will be conducted in such a manner as to allow for the appointments to coincide with the term expiration of the current board, commission or committee member(s) term or as soon thereafter as reasonably possible. 9.4 QUALIFICATIONS FOR APPOINTMENTS; EMPLOYEES OR APPOINTED OFFICERS AS MEMBERS A. Minimum Qualifications. All members of boards, commissions, and committees shall meet the following minimum qualifications upon their appointment to any board, commission, or committee. Each member must be: 1. Eighteen years of age or older, for any board, commission, or committee seats, designated by Council; except for members appointed to Youth Commissioner position for youth representation. 2. A Fountain Hills resident for at least one year, unless the Council specifically waives this time or residency requirement for a specific board, commission or committee. 3. A qualified elector, except for youth appointees. B. Prohibited Appointees. Town employees or appointed officers shall not be eligible for appointment to any board, commission, or committee but may be requested to provide staff support thereto. Councilmembers are prohibited from serving on regularly scheduled commissions as listed in Subsection 9.1(B) above and the Board of Adjustment. C. Ex-Officio Members. The Mayor, with the consent of the Council, may from time to time appoint ex-officio members to those boards, commissions or committees as set forth in the bylaws of such body. Such members shall serve at the pleasure of the Mayor and Council. Page 30 Rules of Procedure - 9/06/2023 Ex-officio members shall not be entitled to vote on any matter brought before the commission. 9.5 TERMS, VACANCIES, REMOVAL A. Terms. All members of unscheduled boards, commissions, and committees shall serve a term of up to three years, or until the board, commission, or committee is dissolved, unless Council action, Town Code, or Arizona Revised Statutes specifically designates terms. B. Staggered Terms for Smaller Boards. For those regularly scheduled boards, commissions, and committees having five members or fewer, the terms of office shall be staggered so that no more than two terms shall expire in any single year when possible; provided, however, that no staggering of terms shall be required for any boards, commission, or committee that will be in existence for a single term. C... Staggered Terms for Larger Boards. For those boards, commissions, and committees having more than five members but less than eight members, the terms of office shall be staggered so that no more than three terms shall expire in any single year when possible; provided, however, that no staggering of terms shall be required for any board, commission, or committee that will be in existence for a single term. D. Simultaneous Service Limitation. No individual may serve as a voting member on more than one regularly scheduled or unscheduled board, commission, and committee at one time. E. Vacancies. A vacancy on a board, commission, or committee shall be deemed to have occurred upon the following: 1. Death or resignation of a member of a board, commission, or committee. 2. A member ceasing to be a resident of the Town of Fountain Hills, unless the Council has provided that such member may be a non-resident. 3. Three successive unexcused or unexplained absences by a member from any regular or special board, commission, or committee meetings. However, the term of all members shall extend until their successors are appointed and qualified. F. Removal. Any board, commission, or committee member may be removed as a member to that board, commission, or in accordance with Article 2A-1 of the Fountain Hills Town Code. G. Filling Vacancy. Whenever a vacancy has occurred on one board, commission, or committee procedures described in Sections 9.2, 9.3, and 9.4 above will be used to generate applicants, interview applicants, and make a recommendation for a potential appointee. One exception to this rule is that if a vacancy should occur within twelve months of a subcommittee’s interviewing Page 31 Rules of Procedure - 9/06/2023 process for said board/commission/committee, and the subcommittee had submitted a ranking of those previously interviewed, a recommendation may be forwarded to the mayor for appointment of the unexpired term based on said ranking. H. Re-appointment. An incumbent member of a board, commission, or committee seeking reappointment shall submit, in writing on a form provided by the Town Clerk that includes a request for the Council's consideration of reappointment in addition to the consent to executive session form by the published deadline in order to be considered for appointment by the Council. The member may include anyone or additional information that is relevant to the original application already on file. 9.6 APPLICABILITY OF THE ARIZONA OPEN MEETING LAW All boards, commissions, and committees are subject to the Arizona Open Meeting Law and therefore shall attend the Town's Annual Open Meeting Law training. 9.7 RESIDENCY REQUIREMENT Members of all boards, commissions or committees shall be residents of the Town. SECTION 10 – CODE OF ETHICS - COMPLAINT PROCEDURE MEMBERS OF THE PUBLIC ANY PERSON WHO BELIEVES A COUNCIL MEMBER, BOARD, OR COMMISSIONER HAS VIOLATED THE CODE OF ETHICS OUTLINED IN SECTION 8 OF THE RULES OF PROCEDURE MAY FILE A COMPLAINT. TO FILE A COMPLAINT, A PERSON(S) MUST REQUEST THE COMPLAINT FORM FROM THE TOWN CLERK AND FILE THE COMPLAINT WITHIN 90 DAYS OF THE ALLEGED OCCURRENCE OR DISCOVERY OF THE ALLEGED OCCURRENCE ALONG WITH A FILING FEE OF $200. 10.1 THE COMPLAINT FORM SHALL CONTAIN THE FOLLOWING INFORMATION: • THE COMPLAINANT’S NAME, ADDRESS, EMAIL, AND TELEPHONE NUMBER. • THE NAME OF THE PERSON WHO IS THE SUBJECT OF THE COMPLAINT. • THE NATURE OF THE ALLEGED VIOLATION, IDENTIFYING THE SPECIFIC PROVISION OF THE ETHICS THEY ALLEGEDLY VIOLATED. • STATEMENT OF FACTS, INCLUDING DATES AND ANY WITNESSES WITH CONTACT INFORMATION TO THE ALLEGED VIOLATION. 10.2 FILING FEE A $200 FILING FEE WILL BE ASSESSED FOR EACH CODE OF ETHICS VIOLATION FILED TO Page 32 Rules of Procedure - 9/06/2023 DISCOURAGE FALSE OR FRIVOLOUS COMPLAINTS. PAYMENT MUST BE MADE AT THE TIME OF FILING. THE FILING FEE OF $200 CAN BE WAIVED IF THE COMPLAINANT RECEIVES SPONSORSHIP FROM A MEMBER OF THE TOWN COUNCIL. THE TOWN COUNCIL SPONSORSHIP WILL INCLUDE SIGNING THE COMPLAINT AND CHECKING A BOX DESIGNATED FOR THE COMPLAINT SPONSOR. 10.3 INITIAL SCREENING PROCESS COMPLAINTS MUST BE FILED WITH THE TOWN CLERK. THE TOWN CLERK WILL REVIEW EACH COMPLAINT FOR COMPLETENESS AND ADMINISTER A DATE STAMP. REASONS A COMPLAINT MAY BE RETURNED: • INCOMPLETE • UNTIMELY • FEE NOT PAID OR WAIVER NOT EVIDENT. IF THE FORM IS COMPLETE, THE TOWN CLERK WILL FORWARD THE COMPLAINT TO THE TOWN ATTORNEY FOR INITIAL SCREENING. THE TOWN ATTORNEY WILL DETERMINE IF THE ALLEGED VIOLATION DOES FALL UNDER THE CODE OF ETHICS. IF THE TOWN ATTORNEY DETERMINES THAT THE COMPLAINT ON ITS FACE MAY VIOLATE THE CODE OF ETHICS, IT WILL BE FORWARDED TO OUTSIDE COUNSEL FOR REVIEW AND THE APPROPRIATE COUNCIL MEMBER(S) WILL BE NOTIFIED. 10.4 OUTSIDE COUNSEL REVIEW EACH COMPLAINT RECEIVED BY OUTSIDE COUNSEL WILL BE REVIEWED BASED ON THE MERITS OF THE COMPLAINT. OUTSIDE COUNSEL HAS THE AUTHORITY TO CONDUCT AN INVESTIGATION OR MAKE A DETERMINATION BASED ON THE INFORMATION PROVIDED. IF COUNSEL DETERMINES THAT INTERVIEWS ARE NEEDED, THE COMPLAINANT AND RESPONDENT WILL BE INTERVIEWED, AND IN THE DISCRETION OF COUNSEL, ALL WITNESSES LISTED. ONCE THE REVIEW/INVESTIGATION IS CONCLUDED, OUTSIDE COUNSEL WILL PROVIDE THE TOWN ATTORNEY WITH A DETERMINATION WHETHER THE COMPLAINT IS SUSTAINED OR NOT SUSTAINED. IF THE COMPLAINT IS SUSTAINED, THE TOWN ATTORNEY WILL SCHEDULE AN EXECUTIVE SESSION FOR REVIEW AND ENFORCEMENT BY THE TOWN COUNCIL. IF THE COMPLAINT IS NOT SUSTAINED, THE TOWN ATTORNEY WILL NOTIFY THE TOWN CLERK, WHO WILL NOTIFY ALL PARTIES INVOLVED IN THE COMPLAINT OF THE OUTCOME. ALL DETERMINATIONS BY OUTSIDE COUNSEL ARE FINAL AND NO APPEALS WILL BE ACCEPTED. 10.5 ENFORCEMENT ALL SUSTAINED COMPLAINTS WILL BE BROUGHT FORTH TO THE TOWN COUNCIL FOR Page 33 Rules of Procedure - 9/06/2023 APPROPRIATE ACTION. THE COUNCIL MAY IMPOSE SANCTIONS ON MEMBERS WHOSE CONDUCT DOES NOT COMPLY WITH THE CODE OF ETHICS BASED ON THE CIRCUMSTANCES OF THE INFRACTION, THOSE SANCTIONS ARE AS FOLLOWS: • THE COUNCIL, BY A MAJORITY VOTE, CAN DIRECT A STATEMENT TO BE RETRACTED. • THE COUNCIL, BY A MAJORITY VOTE, CAN DIRECT AN APOLOGY TO BE OFFERED. • THE COUNCIL, BY A MAJORITY VOTE, CAN CHOOSE TO TAKE NO ACTION. • THE COUNCIL, BY A MAJORITY VOTE, CAN CENSURE A MEMBER WHO FAILS TO UPHOLD THE STANDARDS OUTLINED IN THE CODE OF ETHICS. • THE COUNCIL, BY A MAJORITY VOTE, CAN SUSPEND THE OFFENDING COUNCIL MEMBER FROM A FUTURE COUNCIL MEETING OR • IMPOSE ANY OTHER SANCTION IN ACCORDANCE WITH STATE LAW. 10.6 MEMBERS OF THE PUBLIC BODY A MEMBER(S) OF THE PUBLIC BODY WHO BELIEVES A COUNCIL MEMBER, BOARD, OR COMMISSIONER HAS VIOLATED THE CODE OF ETHICS OUTLINED IN SECTION 8 OF THE RULES OF PROCEDURE MAY FILE A COMPLAINT (FILING FEE IS WAIVED). MEMBERS OF THE PUBLIC BODY MAY USE ANYONE OF THE FOLLOWING METHODS TO FILE A COMPLAINT. • SUBMIT THE SAME FORM USED BY THE PUBLIC. • SEND AN EMAIL TO THE TOWN MANAGER, AND TOWN ATTORNEY COPYING THE TOWN CLERK OF THE CODE OF ETHICS VIOLATION STATING THE FACTS. COMPLAINTS FILED BY A MEMBER OF THE PUBLIC BODY WILL FOLLOW THE PROCESS OUTLINED IN 10.4 AND 10.5 RESPECTIVELY.