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HomeMy WebLinkAbout2026.0616.TCRS.AGENDA.PACKET NOTICE OF REGULAR MEETING OF THE TOWN COUNCIL Mayor Gerry M. Friedel Vice Mayor Gayle Earle Councilmember Peggy McMahon Councilmember Brenda J. Kalivianakis Councilmember Allen Skillicorn Councilmember Hannah Larrabee Councilmember Rick Watts TIME: WHEN: WHERE: 5:30 PM - REGULAR MEETING DOORS OPEN 15 MINUTES PRIOR TO THE START OF THE MEETING TUESDAY, JUNE 16, 2026 FOUNTAIN HILLS COUNCIL CHAMBERS 16705 E. AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, ARIZONA 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. 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. PARTICIPATION IN PUBLIC MEETINGS Request to Comment Cards - To speak or submit written comments, a Request to Comment card is required. Cards must be completed and submitted to the Town Clerk before the meeting begins. Late or incomplete cards will not be accepted. A separate card is required for each agenda item. Agenda Items (Consent or Regular) - Request to Comment cards must include the agenda item number, whether the speaker is FOR or AGAINST the item, and whether the individual wishes to speak or submit written comments. Online Request to Comment cards may be submitted for regular agenda items only to either provide written comments or request to speak at the meeting. Online submissions must be received by 12:00 PM the day before the meeting at: https://www.fountainhillsaz.gov/publiccomment. Online comments are shared with the Town Council. Call to the Public requests are accepted in person only. Request to Comment cards must be submitted prior to the meeting commencing. Online submissions are not accepted for Call to the Public. Speaking Rules - Speakers may speak only when recognized by the Presiding Officer and are limited to three (3) minutes. All comments must be directed through the Presiding Officer, not to individual Councilmembers or staff. Request to Comment cards and submitted information are public records subject to public disclosure. 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). Meeting Packet Page 1 of 292 1. CALL TO ORDER AND PLEDGE OF ALLEGIANCE 2. INVOCATION A Moment of Silence 3. ROLL CALL 4. STATEMENT OF PARTICIPATION Anyone wishing to address the Council regarding items listed on the agenda or during Call to the Public must completely fill out a Request to Comment card located in the back of the Council Chambers and hand it to the Town Clerk prior to the start of the meeting. Once the meeting has started, late requests to speak cannot be accepted. 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. Comments may not exceed three minutes. It is the policy of the Mayor and Council not to 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 agenda. To avoid disruption of the meeting, to maintain decorum, and provide for an equal and uninterrupted presentation, applause is not permitted, except during Proclamations, Awards, and Recognitions. All meeting participants must maintain proper decorum as specified in Section 6 of the Council Rules of Procedure. 5. SUMMARY OF CURRENT EVENTS BY TOWN MANAGER 6. PRESENTATIONS a. PRESENTATION: Tourism Update 7. PROCLAMATIONS, AWARDS, AND RECOGNITIONS a. PROCLAMATION: Designation of July as Park and Recreation Month b. RECOGNITION: Mayor's Business Spotlight: Graze Craze 8. CONSENT AGENDA 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 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 as the first item on the Regular Agenda. The remaining items on the Consent Agenda will be enacted by one motion and vote of the Council. a. CONSIDERATION AND POSSIBLE ACTION: Approving the Town Council Regular Session minutes of May 19, 2026. b. CONSIDERATION AND POSSIBLE ACTION: Council approval recommending to the Arizona Department of Liquor Licenses and Control, the application for an extension of premises/patio permit for Parkview Taphouse, located at 16832 Parkview Ave, Fountain Hills, Arizona 85268 c. CONSIDERATION AND POSSIBLE ACTION: Approving Resolution 2026-17, a Cooperation Agreement between the Town of Fountain Hills and Maricopa County, for participation in the Community Development Block Grant (CDBG) Program. 9. REGULAR AGENDA Meeting Packet Page 2 of 292 a. CONSIDERATION AND POSSIBLE ACTION: Regarding the Town Council's direct-report employment contract amendments and/or updated agreements, as applicable, for the Town Manager, Town Attorney, Town Prosecutor, and Presiding Judge/Town Magistrate, and authorizing the Mayor, Town Manager, Town Attorney, and Town Clerk to take all actions necessary to carry out the intent of the approvals. b. CONSIDERATION AND POSSIBLE ACTION: Regarding the Proposed Energy Savings Capital Project for Parking Shade Structure and Solar Panels for Town Hall Campus Visitors c. CONSIDERATION AND POSSIBLE ACTION: Regarding a budget authority transfer for additional design costs for the Downtown Streetscape Capital Improvement Project d. DISCUSSION AND POSSIBLE DIRECTION: Relating to E-bikes and E-Moto regulations e. PUBLIC HEARING, with CONSIDERATION AND POSSIBLE ACTION: Regarding Ordinance 26-11, amending Zoning Ordinance Chapter 6, Sign Regulations, Section 6.08 A. 6. Drive-Through Sign, to increase the allowed size of these signs. f. CONSIDERATION AND POSSIBLE ACTION Regarding the Professional Services Agreement 2027-02 with BIO-Janitorial Services, Inc. for Town-Wide Janitorial Services. g. CONSIDERATION AND POSSIBLE ACTION: Regarding the purchase of a (Ditch Witch) vacuum excavator from The Charles Machine Works, Inc., through Sourcewell Master Agreement No. 091125. h. CONSIDERATION AND POSSIBLE ACTION: Related to any item included in the Arizona Cities and Town's Weekly Legislative Bulletin or relating to any action proposed or pending before the State Legislature. 10. CALL TO THE PUBLIC Pursuant to A.R.S. §38-431.01, or as prescribed by state law. 11. COUNCIL DISCUSSION/DIRECTION TO THE TOWN MANAGER Members of the Council may (1) request the Town Manager follow-up on matters raised at that meeting; (2) request one two-minute response to directed criticism raised any portion of the meeting; (3) a consensus of the Council may request the Town Manager to research a matter and report back to the Council. 12. FUTURE AGENDA ITEMS 13. ADJOURNMENT Dated this 11th day of June, 2026. Bevelyn J. Bender, Town Clerk The Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call (480) 816-5100 (voice) or AZRelay 7-1-1 the Thursday prior to the meeting to request reasonable accommodation. Meeting Packet Page 3 of 292 Tourism Update Meeting Packet Page 4 of 292 •Hotel Occupancy: 66% •52,000 new website visitors •1.1 million Facebook views (+612%) •14 million Wildjoy campaign impressions •10 professional tourism videos produced •116,584 Fountain Live Feed/Earth Cam views Tourism marketing efforts increased Fountain Hills visibility, supported local businesses, and helped drive overnight visitation. Tourism Highlights Meeting Packet Page 5 of 292 Experience Fountain Hills Website Viewership Top 5 AZ Top 5 National Phoenix Los Angeles Scottsdale Las Vegas Fountain Hills Denver Mesa New York Chandler Chicago Meeting Packet Page 6 of 292 •Improved web page •December 1 –May 15, 2026 vs Last Year •96,309 visits to hotel pages (+81%), indicating increased interest in overnight stays and lodging. Hotels and Resorts Meeting Packet Page 7 of 292 •Instagram •3 full months of audience being primarily in the 25 –34 age range •Unique account views on Instagram increased by 46% year-over-year •Total Instagram page/post views increased by 64% •Followers include AZ, United States, Canada, Mexico and the United Kingdom •Facebook •1.1 million Facebook views expanded Fountain Hills' reach to potential visitors across Arizona and key out-of-state markets. •Gained 38% more followers •Facebook reels drove 255,000 views, which is a 781% increase from last year July 1, 2025 –May 15, 2026 Record Breaking Performance Meeting Packet Page 8 of 292 •Fort McDowell Yavapai Nation •FY26 –No Funding •FY27 –Submitted application/Award notifications in August 2027 •Salt River Pima Maricopa Indian Community •FY26 -$50,000 for Music Fest •FY27 –waiting for invitation to apply •Gila River Indian Community •FY26 –No Town Funding, pass-through for FH Chamber •FY27 –Did not apply Prop 202 Grants Meeting Packet Page 9 of 292 Prop 302 Grant •Arizona Office of Tourism •Secured $76,628.40 •Leveraged grant dollars to fund advertising, videos, media relations, and produced annual visitors guide. •FY27 –$90,588.29 (estimate) Meeting Packet Page 10 of 292 Wildjoy Campaign Results •Over 14 million impressions •Largest DMO campaign in Wildjoy history •Targeted regional visitors seeking day trips and overnight stays “We’ve been working with Experience Fountain Hills for a few years now and just completed our annual ’25-’26 campaign which led to our biggest campaign reach in Wildjoy history for a DMO at over 12 million views. Looking to the future, we are going to be designing our campaigns with fun, easy to do ideas to get our community over to Fountain Hills to find their Wildjoy.”Lacy Cain, Founder Meeting Packet Page 11 of 292 Meeting Packet Page 12 of 292 Tourism Supports Local Businesses •Tourism marketing highlighted: •Restaurants •Retail Shops •Hotels •Events •Attractions •Featured businesses included: •ADERO and Inn at Eagle Mountain •Arrivederci •El Encanto de la Fuente •Phil’s Filling Station •Saddlebronc •Put A Handle On Your Candle •Café Bliss •Cards of Fountain Hills •Dark Sky Discovery Center Telescope Installation (separate funding) Meeting Packet Page 13 of 292 •Professional Photography •Nature/Beauty •Events •Irish Fest •Music Fest •Dark Sky Festival •Retail •Avenue of the Fountains •P39 Apothecary and Gifts •Shopping •Restaurants •Euro Pizza •El Encanto de la Fuente •Batchelor’s Pad BBQ •Georgies •Mountain View Kitchen •Café Bliss Tourism Supports Local Businesses and Events Meeting Packet Page 14 of 292 •International Observe the Moon •Geminid Meteor Shower Watch Party •Partnership with ADERO •Private Events •80% visitors to Fountain Hills •Star Dudes conducted 147 gigs •Last Hike Report •Sun City West –dined at Euro and stayed at Fountain Park Hotel •Lake Havasu •Montana/Girl’s Weekend in FH Night Sky Tourist Meeting Packet Page 15 of 292 •Museum Association of Arizona •Registered Attendees: 87 •Room Blocks: Fountain Park Hotel and Spark by Hilton •Rooms Secured: 0 at Spark; 2 at Fountain Park •Arizona Municipal Clerks Association Conference (hosted over 12 years in FH) •July 14 –16, 2026 •Estimated Attendees: 120 •Room Block: ADERO Scottsdale Conferences at the Community Center Meeting Packet Page 16 of 292 Advertising Meeting Packet Page 17 of 292 •Tourism marketing reached record audiences. •Grant funding expanded marketing efforts without relying solely on local resources. •Fountain Hills continues to grow its visibility as a destination that supports local businesses and the local economy. FY26 Tourism Takeaways Meeting Packet Page 18 of 292 •Expanded video marketing •Website Enhancements •Conference Recruitment •Seasonal campaigns •Support and promotion of International Dark Sky Discovery Center •Continued support for local businesses Looking Ahead FY27 Meeting Packet Page 19 of 292 Meeting Packet Page 20 of 292 Meeting Packet Page 21 of 292 TOWN OF FOUNTAIN HILLS MINUTES OF THE REGULAR SESSION OF THE FOUNTAIN HILLS TOWN COUNCIL May 19, 2026 A Regular Meeting of the Fountain Hills Town Council was convened at 5:30 p.m. Members Present: Mayor Gerry M. Friedel: Vice Mayor Gayle Earle; Councilmember Rick Watts; Councilmember Peggy McMahon; Councilmember Brenda J. Kalivianakis; Councilmember Allen Skillicorn Councilmember Hannah Larrabee attended by telephone conference call. Staff Present: Town Manager Rachael Goodwin; Town Jennifer J. Wright; Town Clerk Bevelyn J. Bender Meeting Packet Page 22 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 1 of 27 Post-Production File Town of Fountain Hills Regular Council Meeting Minutes May 19, 2026 Transcription Provided By: eScribers, LLC * * * * * Transcription is provided in order to facilitate communication accessibility and may not be a totally verbatim record of the proceedings. * * * * * Meeting Packet Page 23 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 2 of 27 ALL: I pledge allegiance to the flag of the United States of America, and to the Republic for which it stands, one Nation under God, indivisible, with liberty and justice for all. MAYOR FRIEDEL: And if you choose to remain standing, we have the invocation by Pastor Keith Pavia from Christ Church. PAVIA: Mayor, Council, thank you so much. Let's pray. Dear God, we thank you. We ask you to come to this meeting today and help this meeting be positive. Help this meeting show unity, help this meeting direct this town the right way. We thank you for everything. We love you and we ask this all in Jesus' name. Amen. MAYOR FRIEDEL: Thank you. Town clerk, can I get a roll call, please? BENDER: Mayor Friedel. MAYOR FRIEDEL: Present. BENDER: Vice Mayor Earle. EARLE: Present. BENDER: Councilmember Skillicorn. SKILLICORN: Here. BENDER: Councilmember Kalivianakis. KALIVIANAKIS: Here. BENDER: Councilmember Watts. WATTS: Here. BENDER: Councilmember Larrabee. LARRABEE: Present. BENDER: And Councilmember McMahon. MCMAHON: Here. MAYOR FRIEDEL: Thank you. We'll move on to our summary of current events by our Town Manager, Rachel. GOODWIN: Thank you, Mayor. I just have a -- three brief community updates this evening that I wanted to share. Meeting Packet Page 24 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 3 of 27 First, was to recognize if you didn't have a chance to attend. We had the second annual summer kickoff this past Saturday. It was a tremendous success. The evening brought families together for the foam cannon, a thirty foot water slide, as well as a movie in the park. But one of the true highlights was the main stage. Local youth performers showcased their talents through high school garage bands, dance performances, and theater acts. It was a fun and energetic evening and a great way to celebrate our talented youth that help make Fountain Hills so special. The -- I would be remiss if I didn't also extend a special thank you to Mr. Z and Ms. Wilson from the high school, as well as Ms. Allison from the theater, for their help coordinating the youth performances. I hope you guys made it out. I think -- I think a number of you guys did -- got to see it. The weather was perfect, so it was a great night. Second, as we recognize Public Works week, I also want to share some exciting news about our own town engineer, David Janover. David was notified this week that he is being honored as -- with the prestigious 2026 engineer of the Year Award from the Arizona Society of Professional Engineers. This is a -- yes. It's a tremendous professional recognition and a fitting opportunity to acknowledge the important work of our public works team. So congrats to Dave on this well-deserved honor. So -- and if you don't know David Janover, he is a great guy to work with. And this is very much well deserved. Finally, as we approach Memorial Day, all three veterans service organizations in Fountain Hills are partnering to host a joint ceremony at the Veterans Memorial on Monday at 9 a.m. This year's ceremony will be led by the Marine Corps Lead Detachment 1439, in partnership with the Veterans of Foreign Wars Post 1707 and the Legion Post 58. So we appreciate our local veterans organizations for coming together to honor those that gave their life for service to our country, and we encourage the community to attend. With that, Mayor, those are my updates. MAYOR FRIEDEL: Thank you. We'll move on now to proclamations, awards and Meeting Packet Page 25 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 4 of 27 recognitions. We'll start with our Mayor's Business Spotlight. So tonight's Mayor's Business Spotlight is the Sonoran lifestyle team. This month, it's my pleasure to recognize the Sonoran lifestyle team as the Mayor's Business Spotlight. Lead by longtime Fountain Hills resident and real estate professional Dori Wittrock, the Sonoran Lifestyle team has made a lasting impact on our community through both business excellence and community involvement. Dori's connection to Fountain Hills began in 1985, when she chose to pursue a career in real estate after working in HOA management. That was a good switch. Over the past 30 years, she has built a respected reputation as a skilled planner, strong communicator, and trusted leader in the real estate industry. Her impressive career includes 16 years with Fountain Hills master developer MCO Realty, as well as thirteen years as a new home sales manager, where she played an integral role of development and marketing of numerous new home communities and custom home projects. Since founding Sonoran Lifestyle Real Estate in 2001, Dori and her team have been involved with several notable luxury developments, including Bolero at Fire Rock, the Villas at Copper Wind, J.W. Marriott Residences, Torreon Golf Club and Retreat, and the Summit at Crestview. What sets Dori and the Sonoran Lifestyle team apart is their commitment to providing clients with thoughtful guidance, clear communication, and innovative marketing strategies. Their ability to adapt to changing market trends while delivering exceptional service has helped establish them as one of Fountain Hills most successful real estate agencies. Beyond their professional accomplishments, Dori and the lifestyle -- Sonoran Lifestyle team continue to make significant investments in the Fountain Hills community through sponsorships and support of local events. Over the past five years, Dori and Sonoran Lifestyle Team have contributed nearly $100,000 in community sponsorships and have been a consistent supporter of beloved events such as Irish Fest and Concerts on the Avenue. Their continued investment helps bring residents together, supports our community Meeting Packet Page 26 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 5 of 27 programing, and enhances the vibrancy and quality of life in Fountain Hills on behalf of the Town of Fountain Hills. Congratulations to Sonoran Lifestyle Team on being recognized as this month's Mayor's Business Spotlight. Dori, come on up. UNIDENTIFIED SPEAKER: One, two -- WITTROCK: Mayor, thank you so much. And I just want to say, it has been a privilege to serve the community in real estate, in community service, in nonprofit work, and we love doing the sponsorships, and we love seeing you all downtown. Thank you so much. On behalf of Tony, and Beth, and myself, and we are actually the REMAX Sun properties. Sonoran lifestyle team. We are REMAX, but I just wanted to point that out and I really appreciate this award. Thank you so much. MAYOR FRIEDEL: You're welcome. Thank you. And next we are going to have our Mayor's Veteran of the month, Captain Joseph Winters. Let me read a little bit about Joseph B. Winters. He's US Army retired. Captain Joseph B. Winters entered the US Army at 18 years old in 1958. He completed BCT, which is basic combat training, at Fort Leonard Wood. He completed AIT at Fort Monmouth, New Jersey. Joe was stationed at Supreme Headquarters Allied Powers called SHAPE in Paris from 1960 to 1964 and played baseball for Shape. Joe completed OSC training -- I'm sorry -- OS -- OCS training at Fort Benning, Georgia in 1964. He was company commander at Fort Leonard Wood. Joe completed helicopter flight school in 1966 and shipped to Vietnam. Joe was wounded in 1966 and spent six months in the hospital at Fort Ord, California, and he received a Purple Heart. He was stationed at Fort Rucker, Alabama from 1969 to 1970. Joe requested to return to Vietnam and was there from 1971 to '72. Meeting Packet Page 27 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 6 of 27 Joe returned to Fort Leavenworth, Kansas in 1973. Joe got his bachelor's degree at Park College in Parkville, Missouri in 1974 and retired from the service in 1975. Joe received his master's degree from UMKC in 1977. Please help me recognize Joseph B. Winters. Joe, come on up. WINTERS: (Indiscernible). UNIDENTIFIED SPEAKER: Yeah. One. Two. Three. WINTERS: Well, this is an honor. I have nothing -- nothing -- something that I really didn't expect. The one thing I do miss is flying helicopters. That was fun. Thank you all very much. I appreciate it. MAYOR FRIEDEL: And next we will have the proclamation recognizing the achievements of our Fountain Hills High School boys and girls basketball teams and wrestling teams. And I think we have a few of them in attendance here tonight. So whereas the town of Fountain Hills -- High -- Fountain Hills High School boys and girls basketball teams and wrestling teams represented the town of Fountain Hills with excellence, dedication, sportsmanship throughout the 2025 through 2026 athletic season, and whereas is the girls basketball team earned the 2026 Aiea two, a state championship runner up title, the boys basketball team advanced to the State tournament, and student athletes Tyler Trapani and Ava Bourne earned state wrestling honors. And now, therefore, the Town of Fountain Hills properly recognizes and congratulates these students, coaches, and athletes, and their families for their outstanding achievements and commitment to their school and our community. So come on up and I'll have maybe somebody say a few words about your -- your accomplishment. Come on up. [CROSS TALK] UNIDENTIFIED SPEAKER: Kind of squeeze in a little bit if we can. We'll try to make it work. All right. On three. One. Two. Three. That is a tight fit. Cool. All right. Congrats. Thanks, guys. Meeting Packet Page 28 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 7 of 27 UNIDENTIFIED SPEAKER 2: Wait! Hold on. Don't move. Can I take a picture really quick? Yeah. UNIDENTIFIED SPEAKER: One more? We've got one more. UNIDENTIFIED SPEAKER 2: Thank you. FARRINGTON: Gotcha. Thank you. Hello, my name is Thomas Farrington. I am the girls high school varsity basketball head coach. And my first year as head coach, we were able to make it to the state championship. Unfortunately, we didn't win, but great experience overall, and it gives us something to build on for the future. So thank you so much. SALZMAN: Hello, I'm Luke Salzman, the wrestling coach. These two are our only seniors this year, and they did an excellent job. He was a state runner up this year, and Ava here was third place. So she's also going to wrestle in college next year. So very proud of them. Thank you. [CROSS TALK] MAYOR FRIEDEL: Vice Mayor, you will do the next -- EARLE: Yes. MAYOR FRIEDEL: -- proclamation, please? EARLE: Thank you. Tonight, we have the privilege of presenting a proclamation for the national sorority of Phi -- Phi Delta Kappa. Whereas the national sorority of Phi Delta Kappa, Inc. has served communities through education, leadership, mentorship, and service for more than one 10 years. And Whereas the Zeta Theta chapter continues this legacy through community outreach and support of local educators and students. Now, therefore, the Town of Fountain Hills proudly proclaims May 23rd, 2026, the national sorority of Phi Delta Kappa, Inc. day. And I believe we have Kimberly Hill here to accept this. Meeting Packet Page 29 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 8 of 27 [LAUGHTER] HILL: Thank you so much, Mayor and Council, for this honor. We are so appreciative. As stated before, we are a professional organization of educators who have been serving the community nationally since 1923. And we chose Fountain Hills, this lovely community, to commemorate our Founder's Day celebration. So if you see a bunch of ladies in red and gold strolling around this weekend, that's us. And if you have any questions or want more information, feel free to stop us. But once again, thank you so much. MAYOR FRIEDEL: And next, we have a presentation. Rachel? GOODWIN: Thank you, Mayor. Our CFO, Paul Soldinger, is going to give us the rundown of our quarter three revenue updates. SOLDINGER: All right. Mayor, Vice Mayor and Council, thanks for the opportunity. Tonight, I will be going over our quarter three revenues. And I'll just say it was a really good quarter for us, one of the best that we've had since I've been here, well exceeding most of our projections. And so it's a positive report. Please let me know if you have any questions. So we're covering January through March of this year, and the total net taxable activity was $204 million, an increase of about 12 million, or about 5.8 percent compared to last year. So that's a good sign. We've been seeing a lot more fluctuating activity up and down. This one's a positive in the right direction. We brought in 5.7 million in total TPT collections, an increase of four percent compared to the prior year. If you look at the first two quarters, you'll see that those were negative compared to the prior year. So we are seeing some positive correlation going up compared to the prior year. And also 17 percent above projections, which was very, very strong for the quarter. And so for the year so far we're about 11 to 12 percent above our sales tax projections, which is good. We're -- we're on the right track. Retail sales at $3.1 million. This -- this category has been the one that's it makes about Meeting Packet Page 30 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 9 of 27 half of our sales tax, and it's been kind of up and down, and it's really important because it's half of it. And so just to see that this category is starting to go up at the 4.6 percent above last year, that's a really strong sign for the town. Also 11 percent above projections. So this is a really strong indicator that economic activity is picking up a bit in the Town of Fountain Hills. Looking at retail sales, when you take out the food tax, just considering what local shopping trends might be when you're not considering groceries and things like that. Still strong indicators at $2.5 million, about 5.4 percent more than the third quarter from last year. And again, you can look at the first two quarters. We were barely above last year and now we're starting to trend up. So another good sign. Remote sellers. So online sales are still picking up steam at $600,000 for the quarter, about 12.5 percent more than last year. So we're still seeing that trend. People are shopping more online, but compared to previous quarters, this one is stronger because you are seeing the total retail sales category climb higher, rather than just the remote sellers within that category. So again, very strong indicators in our data right now for the town. Construction, we've talked through the budget process this year, going into next year, how our construction sales tax does fluctuate is one of those categories that's a little bit hard to predict. But we've actually if you looked at the first three quarters, they've been relatively consistent at about 700,000 to up to 600 -- or $767,000 for this third quarter. And it was 28 percent more than the prior year in the third quarter. So again, another strong indication that construction activity has been pretty stable this year and pretty strong for the town. Also 28 percent above our projections, which again, this category and our tourism services category, those are the ones that fluctuate the most, that are the most up and down and harder to predict. But we are seeing very strong and stable collections, actually, in this category. And you'll see an uptick in our other category that we'll get into in a minute. Meeting Packet Page 31 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 10 of 27 Utilities still seeing a little bit of a downward trend at $353,000 for the third quarter, about three percent less than last year. Again, it's just -- this is where it's trending right now. We'll see, as the year ends and going into next year with certain rate increases, we'll see how that plays out. But not a huge impact to the town's finances is one of our smaller categories. Just a little bit interesting that it continues to trend downwards. Also 6.7 percent below projections, which is a little bit of a concern too. So we'll continue to monitor. Real estate. This looks bad when you look at it. But I've -- I have to put an asterisk every time and kind of explain. Last January was the -- the time period when the State eliminated the long term residential rental tax. So January, we still received that -- that long term tax. And so it kind of skews the numbers a little bit. Yes, we're 26 percent below last year's third quarter. But in the fourth quarter, you'll start seeing more comparable data where it's just focused on the commercial portion of that real estate tax that still exists. Also 9.7 percent below projections. That kind of goes back to the budget conversations going to next year, where we look back at the data and we -- that was actually the one category that we revised downwards based on the data that we probably over projected a little bit for this year. And that's kind of why you're seeing that downward trend there. Restaurants and bars, actually another strong category for us, two consecutive quarters of increasing revenues at $448,000. That's four percent more than last year. So we are -- I know last year we're talking a lot about how restaurants were struggling, at least from the sales tax perspective. Now we're starting to see an upward trend with our restaurants. And you can see compared to our projections, very strong at 26 percent above our projections for the quarter. Services. This is the other one that really fluctuates up and down, but this is a good representation of tourism in the town, people staying in hotels, going golfing, short- term rentals. Very, very strong quarter at about $800,000 for the quarter, four percent Meeting Packet Page 32 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 11 of 27 more than last year. And just really way over our projections at 65 percent above projections. This is one of the categories where we've been, I would say, overly conservative because of the fluctuations, but the data is showing a more stable environment where we are bringing in stronger revenues compared to our projections. And that's it for sales tax. For state shared revenues, coming in above projections for our general fund, for state shared sales taxes, the State is outperforming a bit from a sales tax perspective. As a reminder, we receive a portion of the State sales taxes that they charge. We get these revenues based on our population, part of the State shared revenue pie for all the municipalities. We brought $950,000 in that revenue category, above projections of 931,000. State shared revenue for income taxes or urban revenue sharing, just right below our projections at 1.15 million for the quarter. And in our streets fund for these two revenue sources, vehicle license, taxes, we brought in $358,000, a bit over our projections and for our HERF revenues, we brought in 477,000 for the quarter, also a bit above our projections. So all in all, a very strong revenue report, one of the better ones or best reports I've provided to the Council since I've been here the past two and a half years. So I -- and I'll say April was very, very strong as well. So looks like we're ending the fiscal year strong and going into next year in a good position. So with that, I'm happy to answer any questions. All right. MAYOR FRIEDEL: Thank you Paul. Great report. SOLDINGER: Thank you. MAYOR FRIEDEL: Next we have our consent agenda. KALIVIANAKIS: Motion to approve consent agenda. EARLE: Second. MAYOR FRIEDEL: We have a motion and a second. Can I get a roll call, please, Town Clerk? Meeting Packet Page 33 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 12 of 27 BENDER: Councilmember Larrabee. LARRABEE: Aye. BENDER: Councilmember McMahon. MCMAHON: Aye. BENDER: Councilmember Watts. WATTS: Aye. BENDER: Councilmember Skillicorn. SKILLICORN: Yes. BENDER: Councilmember Kalivianakis. KALIVIANAKIS: Aye. BENDER: Vice Mayor Earle. EARLE: Aye. BENDER: And Mayor Friedel. MAYOR FRIEDEL: Aye. BENDER: Mayor, six-zero. MAYOR FRIEDEL: Thank you. Six or seven? Town Clerk, did you say six or seven? BENDER: Seven. I can't count today, I guess. MAYOR FRIEDEL: Thank you. All right. We'll move on to our regular agenda, then. I'm going to open a public hearing here. Public hearing with consideration, possible action relating to ordinance 2603, amending the zoning ordinance, section 5.13. Rachel. GOODWIN: Thank you, Mayor. Director Wesley is going to walk us through this. But essentially, tonight's item is sort of the second half of a two-parter that we tackled the first part in March, and then tonight is sort of bringing that full circle. So with that, Don, I'll let you take it from there. Meeting Packet Page 34 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 13 of 27 WESLEY: Thank you, Town Manager, Mayor, Council. As Town Manager said, if you recall, back in March, we came to you with a text amendment creating section 8-8 of the Town Code with regard to community residences. Just most of the things in that, we were pulling from a zoning ordinance, section 5.13, dealing with community residences, but added a few things. They're dealing with inspections and insurance. We felt it was better for these business-related items to actually be part of the business section of the Town Code, rather than over in the zoning ordinance. So this part tonight is house cleaning on the zoning ordinance and taking those things that we put into town to 8.8 and taking them out of 5.3. So there's the only change other than that to 5.3 is adding a reference in 5.3 in the zoning ordinance over to 8.8 or eight dash eight of the town code. So otherwise it's just a house cleaning of moving those items over. Any questions you have? SKILLICORN: Thank you, Mr. Mayor. Much better. Thank you, Mr. Mayor. Director, just refresh our memories on the inspection criteria and also the insurance requirement? MCMAHON: I object. That's not on the agenda. The open discussion about the ordinance is not my understanding -- that's what's on the agenda. What's on the agenda is whether or not to move, to do away with duplicate provisions and add a reference. And that's it. That hasn't been noticed. MAYOR FRIEDEL: Did you want to call a point of order? MCMAHON: Yeah. Point of order. MAYOR FRIEDEL: Okay. Thank you. So there's a point of order that this is not on the agenda, so we'll -- we'll have to take a vote on the point of order. Oh. MCMAHON: The only thing on it is to remove the duplicate provisions and to make a reference. That's it. The ordinance is not open for discussion. MAYOR FRIEDEL: Yeah. Meeting Packet Page 35 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 14 of 27 MCMAHON: Otherwise I would have prepared for it. MAYOR FRIEDEL: Yeah. So we recognize the point of order. MCMAHON: So that question was out of order. MAYOR FRIEDEL: Yeah. So the question was asked is out of order. So we'll proceed. Are there any other comments? Are there any comment cards, Town Clerk? BENDER: Yes, Mayor. We have one, Crystal Cavanaugh. CAVANAUGH: Since there wasn't much discussion on this, there's not a lot I have to say about it, except that I fully support the provisions that were changed and obviously to clean up the procedures and the ordinance. I agree with that. Thanks. MAYOR FRIEDEL: Having nothing else, I'm going to close the public hearing. Is there any further council discussion? KALIVIANAKIS: No, I'd just like to move to recommend adoption of ordinance 26-03. EARLE: Second. MAYOR FRIEDEL: We have a motion and a second. Can we get a roll call, please? BENDER: Councilmember Skillicorn. SKILLICORN: Yes. BENDER: Councilmember Larrabee. LARRABEE: Aye. BENDER: Councilmember McMahon. MCMAHON: Aye. BENDER: Councilmember Kalivianakis. KALIVIANAKIS: Aye. BENDER: Councilmember Watts. WATTS: Aye. BENDER: Vice Mayor Earle. EARLE: Aye. BENDER: And Mayor Friedel. Meeting Packet Page 36 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 15 of 27 MAYOR FRIEDEL: Aye. BENDER: Mayor, seven-zero. MAYOR FRIEDEL: Thank you. Moving on to item B, which was consideration, possible action for amending the town code related to handbills. I'm going to move to postpone this item indefinitely, to allow our town staff additional time to further evaluate this matter. So I'll request a second for that motion. WATTS: Second. KALIVIANAKIS: Second. MAYOR FRIEDEL: We have a motion and a second. Can we get a roll call, please? BENDER: Councilmember McMahon. MCMAHON: Aye. BENDER: Councilmember Kalivianakis. KALIVIANAKIS: Aye. BENDER: Councilmember Larrabee. LARRABEE: Aye. BENDER: Councilmember Watts. WATTS: Aye. BENDER: Councilmember Skillicorn. SKILLICORN: Yes. BENDER: Vice Mayor Earle. EARLE: Aye. BENDER: And Mayor Friedel. MAYOR FRIEDEL: Aye. BENDER: Mayor, seven-zero. MAYOR FRIEDEL: Thank you. Moving on to item C, consideration of possible action regarding the resolution 2026-08, Meeting Packet Page 37 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 16 of 27 intergovernmental agreement to renew the Regional Public Transportation Authority. Rachel. GOODWIN: Thank you, Mayor. Our deputy town manager David Trimble, serves as our primary point of contact with Valley Metro. Each year we do an IGA to reaffirm our services with them and our partnership with that program. Dave is going to walk us through that tonight and answer any questions you might have. With that, I'll turn it over to you. TRIMBLE: Thank you. And as the town manager said, typically Mayor, Vice Mayor and Council, this is usually a routine item. We could have put it on the consent agenda, but with some of the changes and things like that, we thought we'd go ahead and bring this to light tonight and just review some of the things. I don't think you'll find much, if any, if any new items on here that we haven't talked about. But again, we just thought it would be good to bring this to light as -- tonight. So again, all we're really doing is approving the intergovernmental agreement with Valley Metro. Routine item. We do this from year to year. But tonight we'll go over it a little bit more. And we did make some changes to Ride Choice recently that we were in the middle of implementing. So -- and those changes will be effective July 1st. So we'll go over some of that as well. Recently, we made some changes to the overall transit portfolio for the town. You may recall April of 2025, the final 550 express bus service was discontinued. And that's really due to budgetary constraints. And you see on this slide too, we -- we want just reiterate, no general fund monies are currently spent on transit. That was the sentiment and consensus of the Council, so we want to keep it that way. And some of the changes that we're making are to do just that. So as you see, we are working towards that goal. Really on this slide, just reiteration of what we've said. We really want to continue the Ride Choice program. The IGA tonight with Valley Metro continues that. And again, some of the changes are on the next slide here. Meeting Packet Page 38 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 17 of 27 The two major things to Ride Choice that we were directed at the November 12th work session. Number one, change the eligibility, and number two, change the fare structure. And those were done really to try to -- try to get those costs in line with the monies that we have coming in, which is about that $60,000 per year that we get coming in from the region, from the -- mainly from the Arizona Lottery funds. So again, the goal is just to simply preserve the program. Number one there, residents will no longer automatically be qualified if they're over age 65. They do have to qualify with a with a disability, go through the process with Valley Metro. And we'll talk a little bit more about that in the next slide. And then a change to the fare structure to just again save the cost there. So we've been in the middle of implementing this, and kudos to community center staff here who've really hosted several events, taken a lot of phone calls on this. They've hosted two events so far with the help of Valley Metro, who really runs it. And we've had these events in order to assess whether or not those folks would qualify under those ADA qualifications that are now in place -- that are going to be in place July 1st. And we had 20 people. We had ten at each event and all 20 did in fact qualify. We didn't know how that would go. But they're all pretty much qualifying, as you can see there. We have one more event tomorrow, in fact, at the community center from eight to four p.m. and then July 1st our changes will begin. And if residents missed all of those opportunities and ongoing, they will go through the regular process with Valley Metro, so they'll be able to qualify them at an ongoing basis throughout -- throughout the year. So just a little bit more about how the trips are trending, versus our costs. The red line represents the funding coming in, so the town can pay for about 1500 rides. You can see the number of rides or the actuals are the vertical blue lines going up and down. So fiscal year 2026 that we're in now, we do project that we're going to spend about twice what we have coming in. But I want to make sure that everybody understands we're okay. We have the balance to do that from previous years. So for this year -- and then you see fiscal year 2027 that we're approving hopefully Meeting Packet Page 39 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 18 of 27 tonight, we have the money, again, in balances built up to go ahead and pay for those as well. And then hopefully on an ongoing basis, the idea is to level those together. So -- so that our money coming in matches the cost going out. So really that's kind of it. Just again, to summarize, we do recommend approval tonight. We do have some changes coming in place for July. And we have existing fund balances that we think will pay for the upcoming agreement. So if you have any questions, I'd be happy to try to answer them. KALIVIANAKIS: Thank you, thank you, thank you, Mr. Mayor. Yeah. Thank you for your presentation. And also thank you for not putting this on consent agenda so that people can have an idea of what we're doing up here. It's a popular program for those who use it, and I know we've got comment cards mailed to us today, recommending that we do this. For the budget hawks that are out there, just a question to you, and I know this is redundant, but just so people know, the funds do come out of state funds and the impact to our budget is zero. Is that correct? TRIMBLE: That is correct. KALIVIANAKIS: Yeah. So the Fountain Hills taxpayers won't be taxed. It's coming out of this, like you said, the lottery and state funds? TRIMBLE: Correct. KALIVIANAKIS: Okay. Thank you. EARLE: Thank you. Thank you very much for your presentation. As you know, I serve on the board of Valley Metro, and I spoke with Jessica Bedford Miller about this, the CEO, and she's working really hard to continue this program. So not just for Fountain Hills, but for other towns as well, because it's such a necessary service. And we have, what -- over what -- 1600 or 2000 rides and we have over 78 people utilizing it. There's not many choices out here. I know our volunteer -- people who volunteer to take people to the doctor and other places is hard pressed for volunteers right now. So I really appreciate this program, and I'm really glad that it's in Fountain Hills and we can Meeting Packet Page 40 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 19 of 27 offer it to our residents. Thank you. SKILLICORN: Thank you, Mr. Mayor and Deputy Manager. Where else could these funds be utilized in our budget? TRIMBLE: They are restricted to transit in one way, shape or form. So the Arizona Lottery funds that we get from the region do have to be used towards some sort of transit. SKILLICORN: And Mr. Mayor, Deputy Manager, I mean, it could also be like an internal trolley that would be able to give people rides from, say, the Dark Sky Center to our restaurants or something like that? TRIMBLE: Mr. Mayor, Councilmember Skillicorn, I don't believe that is a use that would qualify for the regional funds. I think there has to be a regional nexus to that. SKILLICORN: Okay. It might be something worth exploring. EARLE: Thank you. I think we did explore that, along with some other choices that you guys did look at and explore, and it was much more -- it was cost prohibitive to bring anything like that into the town. So for this to be available, and the town did not have to use its own funds for it. I mean, it's a win-win situation. MAYOR FRIEDEL: Thank you. Are there any - Town Clerk, are there any comment cards? BENDER: Yes, Mayor. We had three that were submitted. They did not wish to speak, but they wanted the Council to know they were for this. MAYOR FRIEDEL: Thank you. And with that, I will request a motion. EARLE: Motion to approve. KALIVIANAKIS: I'd like to make a motion to approve resolution 20-2608 [sic]. EARLE: Second. MAYOR FRIEDEL: We have a motion and a second. Can we get a roll call, please? BENDER: Councilmember McMahon. Meeting Packet Page 41 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 20 of 27 MCMAHON: Aye. BENDER: Councilmember Kalivianakis. KALIVIANAKIS: Aye. BENDER: Councilmember Larrabee. LARRABEE: Aye. BENDER: Councilmember Watts. WATTS: Aye. BENDER: Councilmember Skillicorn. SKILLICORN: No. BENDER: Vice Mayor Earle. EARLE: Aye. MAYOR FRIEDEL: And Mayor Friedel. MAYOR FRIEDEL: Aye. BENDER: Mayor, six-one. MAYOR FRIEDEL: Thank you. And moving on to item D is consideration and possible action related to any legislative bulletin updates or anything. Does anybody have anything they want to bring up? It's been pretty quiet, actually. GOODWIN: I was going to say, it's been pretty quiet. I know they had a meeting this past Monday. It really had to do with funding for statewide 911 services and -- MAYOR FRIEDEL: Yep. GOODWIN: -- other things. Really, I think they're just kind of sitting tight until we know what's happening with the budget. MAYOR FRIEDEL: Correct. Thank you. And then we'll move on to call to the public. Town Clerk, do we have any speaker cards? BENDER: Yes, Mayor, we have six speakers. MAYOR FRIEDEL: Okay. BENDER: First speaker is Larry Myers, followed by Linda Sommo, and then Gene Meeting Packet Page 42 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 21 of 27 Schlenker. MYERS: Mayor, Council. Larry Myers, nearing 45 years here in Fountain Hills. So I just wanted -- first, I want to let you know how stressed and how much sleep I lost because of the public is last. Sarcasm, in case you didn't get it. So what I wanted to bring to your attention, and I've already spoken to John about it, is we have a sign ordinance that we've all learned, had a meeting about, and are trying to follow. It's easier now, but town's more cluttered. However, the outsiders, they don't know the sign ordinance. So they come in and they break the sign ordinance. Now we have two and one half code enforcement guys who probably have more important things to do than to run around taking signs down. So I know the insiders of which I'm one, we haven't had any trouble. But the outsiders who are Julie Gable, Jonathan Trimble, and Rick Pargo. And I hate to say this because I'll probably get crucified. All Democrats putting their signs wherever they damn well feel, and probably not their fault, because they have people putting them up and they don't know what the sign ordinance is. So I told John, my suggestion is we have two clubs in this town. We have the Republican Club, and we have Democrat Club, and both of those clubs should be responsible for telling their candidates what the sign ordinance is, so that they can comply without John and his guys having to do a bunch of extra stupid work to keep the inside of the town where we all agreed we didn't want the signs, clean. Jonathan Trimble is definitely the biggest offender, followed by Rick Pargo, who's newly arrived. Rick also is a -- he's a violator of ARS16-1019, which is a class two misdemeanor for blocking, removing, defacing. He's a blocker, so somebody should tell him about that, which is now MCSO's responsibility, I'm told. But I think it might be a good idea for the clubs, and I think we have a board member of one of the clubs sitting on the dais, and I'm sure we have another member of one of the other clubs sitting on the dais. It might be a good idea to save our staff a bunch of crap Meeting Packet Page 43 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 22 of 27 and let these people know where they can't put the signs. Thank you. I appreciate it. And John does too. SOMMO: Thank you. Mayor, Council. My name is Linda Sommo, and I've been a resident here in Fountain Hills for the past 8 years now. Sign season has definitely arrived. We see them everywhere, and it's only going to get worse before it gets better. But -- and I understand freedom of speech. I'm not trying to condemn anyone's ability for freedom of speech, but there are some particularly obnoxious signs that have appeared, and I think you all know what I'm talking about. They come from rot. Especially the ones attacking Councilmember Kalivianakis, which, instead of focusing on the issues, instead -- instead are using personal attacks that have absolutely nothing -- nothing to do with the job for which Ms. Kalivianakis is running, such as her abilities, her accomplishments, her ethics, her honesty, her leadership skills, her decision making skills, her past decisions. All of these things would be open to interpretation and could be argued by the opponents, but instead they tend they want to ignore those things because they can't find weaknesses there. Instead, they focus on gender identity, which has absolutely nothing to do with the ability to do the job. And I, for one, condemn those types of signs. At the beginning of the meeting, Pastor Pavia urged the Council to be positive and have kindness. In keeping with that, I would like to call on Mayor Friedel to condemn and disavow such signs in our community, because it embarrasses the entire community. No response. Thank you. SCHLENKER: Mayor, thank you. Council. I've watched many Council meetings over the years. This community is getting short changed these days from this administration. Our community is worse off today than two or three years ago. The two greatest issues we have today are, one, what do we do about the roads? And Meeting Packet Page 44 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 23 of 27 two, what are we doing to bring business to our town? Most of you up there promised to fix both. Well let's see. Let's look at the results. We had an estimated $50 million roads problem. Today we have, still a $50 million road problem. Road maintenance, admirably handled by staff, continues to try to keep up with the natural degradation for the life cycle of the roads. So this Council has nothing to celebrate. Our roads have lived way beyond the expected life, and roads will get worse with this administration. We need a change. And our town economy is not solid. In fact, the town revenue grew faster under the previous administration. Tonight's charts by Mr. Soldinger showed that, in fact, since the last few years show a basic flat revenue that indicates a reduction in revenue, when you factor in the inflation. I can argue that your policies are damaging our business community. And here's why. You tried to destroy a plan to revitalize the Target Shea Corridor, you declared English the town's official language, thus taking a shot at immigrants. You changed the sign ordinance, as we heard about tonight, to allow for an explosion of political and business signs, thus threatening the beauty that is our allure to visitors. You required that any contracts with the town must not have DEI, showing against -- again, a desire to discriminate and maybe loss of business. So what are the accomplishments of this Council? Well, you took away the newspaper table. You implemented an invocation. You're attempting -- name a community center for someone that never even lived here. And then you made the call to public so difficult for all of us. And you made the lives of two or three homeless people miserable. And you banned TikTok for town government for national security concerns. Yet the councilman that pushed it, uses it almost every day. I'm sure developers are looking at the image this town is putting forth. I'm sure young professionals and families are also looking at the negative image this Council has spread throughout the valley. We don't need the Sun City East that you're selling. We need change. Start working for Meeting Packet Page 45 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 24 of 27 all of us, not the special interests that some of you are serving. There's alternative choices to lead and serve. Thank you. BENDER: The next three speakers are Crystal Cavanaugh, Kim Bartman, and Catherine Myrick. CAVANAUGH: Well, actually, I -- oh, well, Crystal Cavanaugh, Fountain Hills resident. I actually turned in my call to public card simply to actually praise this administration because my significant other owns a pool building company, and he actually had stopped building in Fountain Hills for many, many years because of the difficulty with the permitting process. But over the past year and a half or so, I'd like to commend this administration and John Wesley and his group for streamlining that process. But now, moving on to the next topic that was brought up. I don't like having words put in my mouth. I know exactly what it says on that sign, and it doesn't say anything that Linda Sommo referenced. It says Reelect Friedel. No need to transition to a new mayor. Play on words, no doubt, Brenda, but we never say anything else. And then it says the best man for the job is Gerry Friedel. There is no need to switch, to change, to transition. And that's the message. And then there's a little Ghostbuster on the opposition's face. That's really all the sign says. Everybody's reading into it a little more for their own political purposes, but I just wanted to go on the record and say, we know exactly what it says. And if you read the sign, that is exactly what it says. But go ahead and try to keep bringing it up, because it only brings more attention to it. It's not a boring sign. It got the attention we needed, and there it is. Thanks for your participation in that. BARTMAN: Kim Bartmann, Fountain Hills resident since 2001. I am going to speak to those rot Reclaim our Town signs, and everybody can shake their head in the back all you want, but it is really appalling. And I call for all candidates and all of you up there to -- to say no to these signs, to say Meeting Packet Page 46 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 25 of 27 that this is not Fountain Hills, this is not the ugliness. I know so many people that come to town to work, to play, and they're asking me, what the hell is going on with Fountain Hills? Why is this so ugly? This is such a beautiful town. And I -- I really ask all of you to speak up and say no to those ugly signs, and to vote for people who are going to bring us together and stop dividing. Thank you. MYRICK: Hi. Good evening. I'm Catherine Myrick, Fountain Hills resident, and as many of you know, currently running for Town Council. Running for office is an interesting job. You guys have all done it. Meeting folks, talking to them about my platform, listening to find out what matters to them. I'm working really hard to make sure that people understand my background, my experience, and why I believe I'm one of the best candidates for the job. What I'm not doing is denigrating my opponents or interfering with their campaigns. I understand that the proliferation of negative orange signs throughout town is perfectly legal, but I would hope that campaign supporters have positive attributes to share with the town, rather than just bringing negative energy and national politics into what should be a nonpartizan campaign. Additionally, over the last week, Susan Digennaro, Jeff Tate, and I have each had two of our large street signs stolen. Total value of almost $300. That is obviously not legal, and it's very disappointing that some think stealing signs is a good way to participate in the election season. There are eight people currently running for office in Fountain Hills, and most of us are in the room tonight. I would ask that all eight of us trust enough in our qualifications to campaign cleanly, and to ask our supporters to do the same. Those of us that are truly the right people for the job should be able to stand on our own merits without tearing down our opponents, either literally or figuratively. Thank you. MAYOR FRIEDEL: Thank you. We'll move on now to Council discussion and direction to the Town Manager. Meeting Packet Page 47 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 26 of 27 Does anybody have anything? Just direction to Town manager. Having nothing there, we'll move on to future agenda items. MCMAHON: Yes. I would like to propose that we reexamine our Rules of Procedure number 64B4. We're limiting our discussion to agenda items to two minutes. We're answerable to our constituents, and in essence, we're an open forum of government. And limiting Councilmembers to two minutes per agenda item prevents meaningful, thoughtful deliberation. And really, it interferes with our ability to perform our duties that we were elected to carry out. So I feel like this is suppressing our -- SKILLICORN: Point of order. This is not a motion. This is a debate. MCMAHON: I would like to move -- I would like to ask -- SKILLICORN: Point of order. MCMAHON: I would be put on the agenda. Thank you. SKILLICORN: Yeah. That -- that -- that's -- that was a debate, not a motion. MCMAHON: It's not a -- SKILLICORN: And -- and it's repeated. MCMAHON: It's the same thing. SKILLICORN: I'd like to request sanctions against this Councilmember. It's an opening question. MAYOR FRIEDEL: Councilwoman McMahon, you have something you wanted to add to the agenda? MCMAHON: Yes, I wanted to -- I said -- as I said, I would like to relook at our Rule of Civil Procedure 64B4. That's what I want. Thank you. KALIVIANAKIS: And second that. MAYOR FRIEDEL: Does anybody have anything else for -- for future agenda? Okay. Can I get a motion to adjourn? KALIVIANAKIS: Motion to adjourn. MAYOR FRIEDEL: Second. Meeting Packet Page 48 of 292 TOWN OF FOUNTAIN HILLS MAY 19, 2026 REGULAR COUNCIL MEETING MINUTES Page 27 of 27 MCMAHON: Second. MAYOR FRIEDEL: Second. All in favor? ALL: Aye MAYOR FRIEDEL: Thank you. Meeting Packet Page 49 of 292 Having no further business, Mayor Gerry M. Friedel adjourned the Regular Session of the Fountain Hills Town Council held on May 19, 2026, at 6:27 p.m. APPROVED: TOWN OF FOUNTAIN HILLS _______________________ Gerry M. Friedel, Mayor ATTEST: __________________________ Bevelyn J. Bender, Town Clerk CERTIFICATION I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the Regular Meeting held by the Town Council of Fountain Hills on the 19th day of May 2026. I further certify that the meeting was duly called and that a quorum was present. _____________________________ Bevelyn J. Bender, Town Clerk Meeting Packet Page 50 of 292 ITEM 8.b. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 6/16/2026 Meeting Type: Town Council Regular Meeting Submitting Department: Administration / Finance Prepared by: Michael Stelpstra, Accountant Staff Contact Information: Phone: 480-816-5165 Email: mstelpstra@fountainhillsaz.gov Request to Town Council Regular Meeting (Agenda Language) CONSIDERATION AND POSSIBLE ACTION: Council approval recommending to the Arizona Department of Liquor Licenses and Control, the application for an extension of premises/patio permit for Parkview Taphouse, located at 16832 Parkview Ave, Fountain Hills, Arizona 85268 Staff Summary (background) The purpose of this item is to obtain the Town Council's recommendation (approval or disapproval) regarding the application for an extension of premises/patio permit submitted by MMDCNG LLC, agent of Parkview Taphouse, for submission to the Arizona Department of Liqour Licenses and Control. Staff reviewed the extension of premises/patio permit application and found that it is in full compliance with Town Ordinances. Related Ordinance, Policy or Guiding Principle A.R.S. §4-201; 4-202; 4-203; 4-205 and R19-1-102. Risk Analysis N/A Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends the Council recommend approval of the liquor license application to the Arizona Department of Liqour Licenses and Control. Suggested Motion MOVE TO APPROVE Council's recommendation for approval provided to the Arizona Department of Liquor Licenses and Control, regarding the application for an extension of premises/patio permit for MMDCNG LLC, agent of Parkview Taphouse. FISCAL IMPACT Fiscal Impact: N/A Budget Reference: N/A Funding Source: N/A ATTACHMENTS 1. Parkview Taphouse Ext of Premises 06032026_Redacted Meeting Packet Page 51 of 292 Meeting Packet Page 52 of 292 Meeting Packet Page 53 of 292 Meeting Packet Page 54 of 292 RESOLUTION NO. 2026-10 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, APPROVING THE INTERGOVERNMENTAL AGREEMENT WITH THE FOUNTAIN HILLS SANITARY DISTRICT FOR THE GOLDEN EAGLE PARK DAM-DEBRIS MITIGATION IMPROVEMENT PROJECT - PHASE II. RECITALS: WHEREAS, The Town of Fountain Hills (“Town”) owns and maintains the Golden Eagle Park Dam; and WHEREAS, The Fountain Hills Sanitary District (“District”) owns and operates sanitary sewer infrastructure within the project area; and WHEREAS, The Town and the District have developed coordinated improvements consisting of debris mitigation structures and sanitary sewer manhole protection improvements; and WHEREAS, The Town and the District desire to combine these improvements into a single construction project for efficiency and cost-effectiveness; and WHEREAS, The Town desires to enter into an Intergovernmental Agreement, dated June 16th, 2026 (the “Agreement”) with the District to establish roles, responsibilities, and fiscal obligations for the Project; and WHEREAS, The Town will serve as the lead agency for procurement and construction administration under the proposed Agreement; and WHEREAS, The Town has entered into a separate Intergovernmental Agreement with the Maricopa County Flood Control District (“MCFCD”) for partial reimbursement of the Town’s eligible project costs; and WHEREAS, The District’s portion of the Project is not included in the scope of the MCFCD agreement and is not eligible for reimbursement from MCFCD; and WHEREAS, Arizona law (A.R.S. §11-951 et seq.) authorizes public agencies to enter into intergovernmental agreements; BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: Meeting Packet Page 55 of 292 ENACTMENTS: SECTION 1. The Town Council approves the Intergovernmental Agreement with the Fountain Hills Sanitary District for the Golden Eagle Park Dam–Debris Mitigation Improvement Project – Phase II. SECTION 2. The Town Manager is authorized to execute the Intergovernmental Agreement and any related documents, subject to approval as to form by the Town Attorney. SECTION 3. The Town shall administer the construction contract, remit payment to the contractor, and receive reimbursement from the District for all District-related project costs. SECTION 4. The Town shall separately pursue reimbursement from MCFCD for eligible Town project costs only, consistent with the Town’s agreement with MCFCD. SECTION 5. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby authorized and directed to cause the execution of the Agreement and to take all steps necessary to carry out the purpose and intent of this Resolution. PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, June 16, 2026. FOR THE TOWN OF FOUNTAIN HILLS: Gerry Friedel, Mayor ATTESTED TO: Beverly Bender, Town Clerk REVIEWED BY: Rachael Goodwin, Town Manager APPROVED AS TO FORM: Jennifer Wright, Town Attorney Meeting Packet Page 56 of 292 EXHIBIT A TO RESOLUTION NO. 2026-10 (Intergovernmental Agreement) See following pages. Meeting Packet Page 57 of 292 Intergovernmental Agreement for the Golden Eagle Park Dam-Debris Mitigation Improvement Project – Phase II between the Town of Fountain Hills and the Fountain Hills Sanitary District Agenda Item _________ PARTIES This Intergovernmental Agreement (“Agreement” of “IGA”) is entered into this 16th day of June, 2026 (the “Effective Date”), by and between the Town of Fountain Hills, Arizona, a municipal corporation of the State of Arizona (“Town”), and the Fountain Hills Sanitary District, a political subdivision of the State of Arizona (“District”). The Town and the District shall be referred to herein as a “Party” and collectively as the “Parties”. STATUTORY AUTHORIZATION 1. This Agreement is entered into pursuant to A.R.S. §11-951 et seq., which authorizes public agencies to contract for joint or cooperative action. PURPOSE OF THE AGREEMENT 2. The purpose of this Agreement is to establish roles, responsibilities, and fiscal obligations for the Golden Eagle Dam Improvement Project – Phase II (“Project”). The Project combines two coordinated improvements: 2.1 Town Component: Debris deflector structures and dam access barrier improvements 2.2 District Component: Sanitary sewer manhole protection improvements 3. These improvements have been combined into a single construction effort for efficiency and cost-effectiveness SCOPE OF WORK 4. Town Scope The Town shall be responsible for: 4.1 Construction of debris deflector structures and access barrier improvements 4.2 All costs associated with the Town portion of the Project 5. District Scope District shall be responsible for: 5.1 Construction of sanitary sewer manhole protection improvements 5.2 All costs associated with the District portion of the Project Meeting Packet Page 58 of 292 PROJECT ADMINISTRATION 6. The Town shall serve as the lead agency for the Project and shall: 6.1 Procure the construction contractor 6.2 Procure construction management and CQA services 6.3 Administer the construction contract 6.4 Provide construction oversight 6.5 The Town shall have full authority to manage procurement, contract administration, and construction decisions, subject to coordination with the District on matters affecting the District’s scope of work. This structure is consistent with the project delivery approach documented in the Construction Quality Assurance Plan COST RESPONSIBILITIES 7. Town Costs The Town shall be responsible for all costs associated with its portion of the Project, including debris deflector structures and related improvements. Estimated Town project cost: approximately $191,300 . 8. District Costs District shall be responsible for all costs associated with its portion of the Project, including manhole protection improvements. Estimated District project cost: approximately $122,500 OTHER FUNDING SOURCES 9. The Town has entered into a separate Intergovernmental Agreement with the Maricopa County Flood Control District (MCFCD) for partial reimbursement of the Town’s Project costs. 9.1 MCFCD reimbursement applies only to eligible costs associated with the Town’s portion of the Project. 9.2 The District’s portion of the Project is not included in the scope of the MCFCD agreement and is not eligible for reimbursement by MCFCD. 9.3 Nothing in this Agreement shall be construed to obligate the Town to seek or obtain MCFCD reimbursement on behalf of the District. PAYMENT AND REIMBURSEMENT 10. The Contractor shall submit itemized invoices clearly identifying: 10.1 Town-related work 10.2 District-related work 11. The Town shall: 11.1 Review and approve all invoices 11.2 Remit payment to the Contractor for 100% of each invoice 12. District shall: 12.1 Reimburse the Town for 100% of District-related costs 12.2 Submit payment within 30 days of receiving invoice documentation Meeting Packet Page 59 of 292 12.3 In the event the District disputes any portion of an invoice, the undisputed portion shall be paid within the 30-day period, and the Parties shall work in good faith to resolve the disputed portion. RECORDKEEPING AND AUDIT 13. The Town shall maintain complete financial records for the Project. District shall have the right to review records related to its portion of the work. TERM 14. This Agreement shall remain in effect until: 14.1 Completion of construction, and 14.2 Final reconciliation of all payments between the Parties INDEMNIFICATION 15. Each Party shall be responsible for its own acts, errors, and omissions to the extent permitted by Arizona law. TERMINATION 16. This Agreement may be terminated by mutual written agreement of both Parties. AMENDMENTS 17. This Agreement may only be amended by written agreement executed by both Parties. LEGAL REVIEW AND APPROVAL 18. This Agreement has been reviewed and approved by the legal counsel for each Party. Execution of this Agreement constitutes such approval. NO THIRD-PARTY BENEFICIARIES 19. This Agreement does not create any rights in any third party. COMPLIANCE WITH LAWS 20. The Parties shall comply with all applicable federal, state, and local laws. TOWN OF FOUNTAIN HILLS FOUNTAIN HILLS SANITARY DISTRICT ________________________________ ______________________________________ Rachael Goodwin, Town Manager Dana Trompke, PE, District Manager Date: ___________________________ Date: _________________________________ Meeting Packet Page 60 of 292 ATTEST: ATTEST: ________________________________ ______________________________________ Town Clerk Administrative Services Manager The foregoing Intergovernmental Agreement has been reviewed pursuant to A.R.S. §11-952, as amended, by the undersigned General Counsel, who has determined that it is in proper form and within the powers and authority granted under the laws of the State of Arizona. ________________________________ ______________________________________ Jennifer Wright Daniel Jones Attorney for the Town of Fountain Hills Attorney for the Fountain Hills Sanitary District Meeting Packet Page 61 of 292 ITEM 8.c. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 6/16/2026 Meeting Type: Town Council Regular Meeting Submitting Department: Administration Prepared by: Rachael Goodwin, Town Manager Staff Contact Information: Phone: 480-816-5166 Email: rgoodwin@fountainhillsaz.gov Request to Town Council Regular Meeting (Agenda Language) CONSIDERATION AND POSSIBLE ACTION: Approving Resolution 2026-17, a Cooperation Agreement between the Town of Fountain Hills and Maricopa County, for participation in the Community Development Block Grant (CDBG) Program. Staff Summary (background) Background The Community Development Block Grant (CDBG) Program is a federal program administered by the U.S. Department of Housing and Urban Development (HUD). Maricopa County administers the Maricopa Urban County CDBG Program for eligible municipalities that are not direct CDBG entitlement communities. Through the Urban County structure, eligible cities and towns may be included in the County’s consolidated planning process and may remain eligible for County-administered CDBG-related programs, subject to applicable program requirements and funding availability. Prior Council Action The Town initially joined the Maricopa Urban County CDBG Program in 2017. The Town Council subsequently approved continued participation through three-year renewals in 2020 and 2023. The 2026 action is consistent with those prior Council actions and would continue the Town’s participation for the next three-year period, July 1, 2026 through June 30, 2029. For this cycle, Maricopa County has provided a new Cooperation Agreement rather than another amendment so that each participating municipality has a clean and complete agreement reflecting current HUD requirements. Current Action The proposed Cooperation Agreement would continue the Town’s participation in the Maricopa Urban County CDBG Program for the 2027, 2028, and 2029 HUD program years. Approval of the agreement does not guarantee that CDBG funding will be awarded to the Town or to any specific Town project. However, participation keeps the Town and eligible residents within the County-administered CDBG framework and preserves the opportunity for the Town, or qualifying Fountain Hills residents, to benefit from eligible County-administered programs when available. A key benefit of continued participation is that Maricopa County remains responsible for the primary administrative, planning, filing, and reporting requirements associated with the Urban Meeting Packet Page 62 of 292 County CDBG Program. Approval of the Cooperation Agreement itself does not require a Town appropriation, local match, or expenditure of Town funds. It also does not commit the Town to administer a specific project or program. The agreement does include standard cooperation and federal compliance provisions associated with participation in the Urban County CDBG Program. If a future CDBG-funded Town project or activity were proposed that required Town resources, that item would be evaluated separately at that time. CDBG Program Context CDBG-funded programs are generally targeted to low- and moderate-income persons, households, or qualifying areas. Because Fountain Hills does not have the same concentration of low- and moderate-income areas as some other parts of the County, the Town is less likely to qualify for larger area-based municipal infrastructure projects, such as street, sidewalk, water, sewer, ADA accessibility, lighting, or other public facility improvements, unless the specific service area for the project satisfies applicable CDBG eligibility requirements. For context, Maricopa County’s CDBG Program has supported or proposed similar types of improvements in other Urban County communities, including roadway improvements, curb and gutter repairs, ADA sidewalk ramp improvements, sewer service line replacement, waterline replacement, neighborhood lighting improvements, fire safety equipment, public service programs, emergency shelter services, and owner-occupied housing rehabilitation. These examples illustrate the range of eligible CDBG uses in qualifying communities and service areas, but they should not be interpreted as an expectation that Fountain Hills would qualify for similar municipal infrastructure funding. For Fountain Hills, the more practical benefit of continued participation may be preserving eligibility for qualifying individual residents located throughout the community. One example is Maricopa County’s Emergency Home Repair Program, which assists eligible low-to moderate-income homeowners with urgent health and safety repairs. Based on information provided by County staff, Fountain Hills residents who have used this program have typically received assistance with HVAC-related repairs or replacements. The program is income- qualified and subject to eligibility requirements, including household income and asset limitations, so relatively few Fountain Hills residents are expected to qualify. However, County staff has verbally advised Town staff that approximately six Fountain Hills residents over the past six years, or roughly one resident per year, have been able to use the Emergency Home Repair Program because the Town participated in the Urban County CDBG Program. County staff indicated those residents would not have been eligible if the Town were not participating in the program. Continued participation may also provide flexibility in unusual or emergency circumstances. During the COVID-19 pandemic, qualifying Fountain Hills residents were able to apply for and receive County-administered rental and utility assistance through COVID-related funding. Continued participation helps maintain the Town’s inclusion in the County- administered framework so that eligible residents may access similar assistance programs if funding and program criteria allow in the future. For these reasons, staff recommends continued participation. The agreement has no direct fiscal impact to the Town, maintains eligibility for potential future CDBG-related opportunities, and may help qualifying residents access County-administered assistance programs, including emergency assistance programs when available. Related Ordinance, Policy or Guiding Principle Meeting Packet Page 63 of 292 A.R.S. § 11-952; HUD Community Development Block Grant Urban County participation requirements. Risk Analysis Approval of the Resolution and Cooperation Agreement would continue the Town’s participation in the Maricopa Urban County CDBG Program for the next three-year cycle. There is no direct cost to the Town to approve the agreement, and participation may provide access to future County-administered CDBG-related opportunities for the Town or qualifying residents. If the Town does not approve the Cooperation Agreement, the Town would not participate in the Maricopa Urban County CDBG Program for the 2027-2029 program period. This could make the Town and qualifying Fountain Hills residents ineligible for certain County- administered CDBG-related programs and assistance during that period. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends Council adoption of the resolution. Suggested Motion MOVE TO APPROVE Resolution 2026-17 FISCAL IMPACT Fiscal Impact: There is no direct fiscal impact associated with approving the Cooperation Agreement. Approval does not require a Town appropriation, local match, or commitment of Town funds. Any future project or activity requiring Town resources would be reviewed separately. Budget Reference: N/A Funding Source: N/A ATTACHMENTS 1. Town of Fountain Hills Notification for UC CDBG LOI 2. Resolution_2026-17_CDBG-and_Cooperation_Agreement Meeting Packet Page 64 of 292 Meeting Packet Page 65 of 292 Meeting Packet Page 66 of 292 RESOLUTION NO. 2026-17 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, MARICOPA COUNTY, ARIZONA, APPROVING THE COOPERATION AGREEMENT WITH MARICOPA COUNTY, ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT, TO ESTABLISH THE TOWN'S PARTICIPATION IN THE MARICOPA COUNTY URBAN COUNTY PROGRAM FOR THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT'S (HUD) COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM; AND AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT. WHEREAS, the Town of Fountain Hills participates in federal housing and community development programs administered through Maricopa County and funded by the U.S. Department of Housing and Urban Development (HUD); and WHEREAS, participation in these programs requires the Town to enter into a Cooperation Agreement with Maricopa County to establish eligibility and participation in HUD-funded programs, including the Community Development Block Grant (CDBG), HOME Investment Partnerships Program (HOME), Emergency Solutions Grant (ESG), and other related HUD programs; and WHEREAS, the proposed Cooperation Agreement establishes participation for a three-year period effective July 1, 2026, covering Federal Fiscal Years 2027, 2028, and 2029; NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, as follows: SECTION 1. The Mayor and Council hereby approve the Cooperation Agreement with Maricopa County, in substantially the form attached hereto as Exhibit A, for the Town's participation in HUD-funded programs for Federal Fiscal Years 2027, 2028, and 2029, together with any non-substantive amendments or administrative modifications necessary to carry out the intent of the agreement. SECTION 2. The Mayor of the Town of Fountain Hills is hereby authorized and directed to execute the Cooperation Agreement and any associated documents necessary to implement the Town's participation in such programs. SECTION 3. The various Town officers and employees are authorized and directed to perform all acts necessary or desirable to give effect to this Resolution. Meeting Packet Page 67 of 292 SECTION 4. This Resolution shall become effective immediately upon its passage and adoption by the Town Council of the Town of Fountain Hills, Arizona, and its approval by the Mayor and attestation by the Town Clerk. PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, this 16th day of June, 2026. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Mayor Town Clerk REVIEWED BY: APPROVED AS TO FORM: Town Manager Town Attorney Meeting Packet Page 68 of 292 EXHIBIT A TO RESOLUTION NO. 2026-17 Cooperation Agreement Between Maricopa County and the Town of Fountain Hills for a Community Development Block Grant Program See following pages Meeting Packet Page 69 of 292 1 A COOPERATION AGREEMENT BETWEEN MARICOPA COUNTY AND PARTICIPATING MUNICIPALITY FOR A COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM THIS AGREEMENT is made and entered into this 24th day of June, 2026 by and between Maricopa County, a political subdivision of the State of Arizona, hereinafter called “County”, and the Town of Fountain Hills, located in the County of Maricopa, hereinafter called “Municipality”; used individually or collectively, hereinafter called “Party” or “Parties”. W I T N E S S E T H Whereas two laws have been enacted, Public Law 93-383, the Housing and Community Development Act of 1974, Title I as amended, and Public Law 101-625, HOME Investment Partnership Act at Title II of the Cranston-Gonzales National Affordable Housing Act of 1990, as amended; hereafter called “the Acts”; and Whereas the County, as an “Urban County”, as that term is used in the Act s, is eligible to receive funds under the Acts, has final responsibility for selecting Community Development Block Grant (CDBG), HOME Investment Partnerships Program (HOME) and Emergency Solutions Grant (ESG) activities, and is authorized to undertake or to assist in the undertaking of essential community development and housing assistance activities which shall be funded from annual CDBG, HOME and ESG grants from Federal Fiscal Years 20 27, 2028, 2029 appropriations and from any program income generated from the expenditure of such funds, and Whereas the CDBG, HOME and ESG regulations issued pursuant to the Act s provide that qualified Urban Counties must submit a Consolidated Plan and Annual Action Plans hereafter called “Plan” or “Plans”, and Consolidated Annual P erformance and Evaluation Reports (CAPERs) to the U.S. Department of Housing and Urban Development (HUD) for use of funds and that cities and towns within the metropolitan area not qualifying as metropolitan cities may join the County in said Plans and CAPERs and thereby become a part of a more comprehensive Urban County effort. NOW THEREFORE, the County and Municipality agree as follows: 1. This Agreement shall cover the CDBG Entitlement program, the HOME Investment Partnership (HOME) and Emergency Solutions Grants (ESG) Programs. Meeting Packet Page 70 of 292 2 2. The period of performance of this Agreement shall: a. Be for the Federal Fiscal Years 2027, 2028 and 2029, (July 1, 2026 through June 30, 2029) under the plan which shall commence on the date of HUD approval of the County’s Annual Action Plan; and b. Remain in effect until the CDBG, HOME and ESG funds and the program income received with respect to activities carried out during the three -year qualification period and any successive qualification period, if applicable, are expended and the funded activities, including all reporting requirements, completed. c. The County and the Municipality cannot terminate or withdraw from the cooperation agreement while it remains in effect . Subject to renewal in Paragraph 3, this Agreement shall remain in effect until either funds are expended, or the funded activities are completed, or the three-year period has concluded, whichever occurs first. 3. Automatic Renewal: a. The Agreement may be automatically renewed, by amendment, for participation in one successive three-year qualification period unless the County or the Municipality provides written notice electing not to participate in a new qualification period. The Agreement may be in place for only a maximum of six years (two qualification periods) before the Parties must re-authorize and re-execute a new agreement. b. By the date specified in the HUD Urban County Qualification Notice for the next qualification period, the County shall notify the Municipality in writing of the Municipality’s right not to participate. c. A copy of the County’s notification to the Municipality will be sent to the HUD Field Office by the date specified in Section II of the HUD’s urban county qualification schedule. d. Failure by either P arty to adopt amendment(s) to this Agreement as may be required by HUD to meet any new Urban County Qualification requirement(s) for subsequent qualification cycles, when applicable, or to submit such amendment to HUD by the due date, will void the automatic renewal of such qualification period. 4. The County and the Municipality agree to cooperate to undertake, or assist in undertaking, essential community renewal and lower income housing assistance activities as approved and authorized between P arties in the CDBG Agreements, including the Consolidated Plan. 5. The County and the Municipality shall take all actions necessary to assure compliance with the County’s certification under Section 104(b) of Title I of the Meeting Packet Page 71 of 292 3 Housing and Community Development Act of 1974. The grant will be conducted and administered in conformity with: a) Title VI of the Civil Rights Act of 1964, and the implementing regulations at 24 C.F.R. Part 1); and b) the Fair Housing Act, the implementing regulations at 24 C.F.R. Part 100, and the obligation to affirmatively further fair housing (AFFH); and c) Section 109 of Title I of the Housing and Community Development Act of 1974, and the implementing regulations at 24 C.F.R. Part 6, which incorporate: • Section 504 of the Rehabilitation Act of 1973, and the implementing regulations at 24 C.F.R. Part 8; • Title II of the Americans with Disabilities Act of 1974, and the implementing regulations at 28 C.F.R. Part 35; • the Age Discrimination Act of 1975, and the implementing regulations at 24 C.F.R. Part 146; • Section 3 of the Housing and Urban Development Act of 1968; • Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, and the implement ing regulations at 49 C.F.R. Part 24; • Section 104(d) of Housing and Community Development Act of 1974, and the implementing regulations at 24 C.F.R. Part 42; and d) Other applicable laws 6. The Parties agree that Urban County funding in no event will be used for activities in, or in support of, any cooperating unit of general local government that impedes the County’s actions to comply with the County’s fair housing certification and duty to affirmatively further fair housing. 7. The County and the Municipality recognize that pursuant to 24 C.F.R. section 570.501(b), the Municipality is subject to the same requirements applicable to subrecipients, including the requirement for a written agreement as described in 24 C.F.R. section 570.503. 8. The County and the Municipality recognize that : a. The County is the governmental entity required to execute any grant agreement received pursuant to its Plan, and that the County shall thereby become legally liable and responsible thereunder for the proper performance of the Plan and program. b. The County has final responsibility for selecting CDBG, HOME, and ESG activities and submitting the Consolidated Plan to HUD for the County and the HOME Consortium. Meeting Packet Page 72 of 292 4 c. Further, the Municipality agrees to hold the County harmless from any loss, damage or liability that may arise out of the performance or failure to carry out the requirements of this program where the Municipality has been given responsibility over any aspect of the program by the County. 9. The County and the Municipality agree that a fully executed amendment or amendments to this Agreement shall be entered into only as required for the purpose of complying with any grant agreement received or regulations issued pursuant to the Acts. 10. The County and Municipality agree that the terms, conditions and obligations of this Agreement are enforceable and shall remain in effect until such time as the Agreement is not renewed pursuant to Paragraphs 2 and 3. Notwithstanding the foregoing, if any action is taken by any federal agency or instrumentality to suspend, decrease or terminate its fiscal obligation affecting the capacity of the Parties to continue this Agreement, the Parties may amend, suspend, decrease or terminate its obligations under or in connection with this Agreement. 11. This Agreement is subject to the provisions of A.R.S. § 38-511. 12. To assist the County in performing its functions under the Acts, there shall be a Community Development Advisory Committee, hereafter called “CDAC”, authorized by the County Board of Supervisors consisting of representatives from the County districts and cooperating municipalities. CDAC’s recommendations shall be advisory and shall not bind the County. 13. The County agrees to include the Municipality in its Plans under the Acts. 14. The participating Municipality understands and agrees that it: a. May not apply for grants from appropriations under the State CDBG Programs during the period in which it participates in the County’s CDBG Program. b. May receive a formula allocation under the HOME Program only through the County. Thus, even if the County does not receive a HOME formula allocation, the Municipality cannot form a HOME consortium with other local governments and shall not participate in a HOME consortium except through the County. c. May receive a formula allocation under the ESG Program only through the County. 15. The Municipality has adopted and is enforcing: a. A policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in non-violent civil rights demonstrations; and Meeting Packet Page 73 of 292 5 b. A policy of enforcing applicable State and local laws against physically barring entrance to or exit from a facility or location which is the subject of such non - violent civil rights demonstrations within its jurisdiction. 16. The Municipality agrees that it shall be included in the Plan the County makes to HUD for Title I Housing, and CDBG, HOME and ESG funds, and that the population of the Municipality shall be utilized along with the population of other municipalities and the unincorporated areas of the County to qualify the County at the population level necessary to be an Urban County as defined under the Act s. 17. The Municipality agrees to undertake certain actions as determined by the County to carry out a community development program and the approved Consolidated Plan and/or to meet other requirements of the CDBG, HOME and ESG Programs and other applicable laws. These actions include but are not limited to: a. Completion of a performance report on an annual and five-year basis in a format and by such deadlines as determined by the County to be used in the HUD required CAPER. 18. The Municipality agrees it shall cooperate with the County in all efforts hereunder and that it shall assist in doing any and all things required and appropriate to comply with the provisions of any grant agreement received by the County pursuant to the Acts and regulations in carrying out CDBG, HOME and ESG programs and the approved Consolidated Plan, as well as other applicable State and local laws. 19. The undersigned Municipality hereby authorizes Maricopa County to act on its behalf and to modify and amend this Cooperation Agreement in any way required in order to comply with federal statute or regulation. 20. Immigration law and regulations certifications – The President’s Executive Order 13465 of June 6, 2008 and Arizona Revised Statutes (A.R.S.) section 41-4401, requires all government entities to ensure that each government entity, contractor and subcontractor it conducts business with complies with federal immigration laws and regulations that relate to their employees and A.R.S. section 23-214, subsection A. All governmental entities, vendors, contractors and subcontractors MUST certify use of the E-Verify System established by the Department of Homeland Security. 21. The undersigned Municipality understands that: a. If any provision or portion of a provision of this Agreement is determined to be invalid or unenforceable, it shall be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect. b. Except where Federal statutes apply, this Agreement is governed by and construed in accordance with the laws of the State of Arizona. Meeting Packet Page 74 of 292 6 c. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and all prior agreements, representations, statements and undertakings are hereby expressly cancelled. 22. The County and the Municipality understand and agree that they may not sell, trade, or otherwise transfer all or any portion of CDBG funds to a Metropolitan City, Urban County, unit of general local government, or insular area that directly or indirectly receives CDBG funds in exchange f or any funds, credits, or non-federal considerations, but must use such funds for activities eligible under Title I of the Housing and Community Development Act of 1974, as amended. 23. The County and the Municipality understand and agree this Agreement must be authorized and signed by the governing bodies of County and Municipality. 24. This Agreement, and any renewals and/or amendments to the Agreement, may be executed in multiple counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same agreement. This Agreement may be executed by electronic (.pdf) signature. An electronic signature shall be treated as an original signature for all purposes. Meeting Packet Page 75 of 292 7 IN WITNESS WHEREOF, the Parties have caused the Cooperation Agreement to be executed this day of , 2026. TOWN OF FOUNTAIN HILLS BY: __________________________ Town Mayor MARICOPA COUNTY BY: ___________________________ Chair, Board of Supervisors ATTEST: BY: __________________________ Clerk of the Municipality ___________________________ Date ATTEST: BY: ___________________________ Clerk of the Board ___________________________ Date The terms and provisions of this Agreement are fully authorized under State and local law and provide the County with the authority to undertake and assist in undertaking essential community development and housing assistance activities. APPROVED AS TO FORM: BY:___________________________ Attorney for Municipality ___________________________ Date APPROVED AS TO FORM: BY: ___________________________ Deputy County Attorney ___________________________ Date Meeting Packet Page 76 of 292 ITEM 9.a. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 6/16/2026 Meeting Type: Town Council Regular Meeting Submitting Department: Administration / Administrative Services Prepared by: David Trimble, Deputy Town Manager/Administrative Services Director Staff Contact Information: Phone: 480-816-5125 Email: dtrimble@fountainhillsaz.gov Request to Town Council Regular Meeting (Agenda Language) CONSIDERATION AND POSSIBLE ACTION: Regarding the Town Council's direct- report employment contract amendments and/or updated agreements, as applicable, for the Town Manager, Town Attorney, Town Prosecutor, and Presiding Judge/Town Magistrate, and authorizing the Mayor, Town Manager, Town Attorney, and Town Clerk to take all actions necessary to carry out the intent of the approvals. Staff Summary (background) Background The Town Council has four direct reports: the Town Manager, Town Attorney, Town Prosecutor, and Presiding Judge/Town Magistrate. These positions are unique because they report directly to the Town Council rather than through the Town's regular employee supervisory structure. The purpose of this item is to update and align the contracts for the Council's direct reports so that the Town Council can standardize the performance evaluation process and place that process on a fiscal year cadence. The Town's fiscal year begins July 1, and the Council has expressed a desire to conduct annual evaluations before the beginning of each new fiscal year. Aligning the contracts at this time will allow Council to review performance, consider any contract issues, and make compensation or other contract decisions in advance of the new fiscal year. Over the past several months, the Town Council has met face-to-face with each of the four direct reports. During those meetings, Council reviewed performance and discussed any potential contract changes with each direct report. The proposed action does not make all four relationships the same. Each position has a different legal and operational structure. The Town Manager and Presiding Judge/Town Magistrate are Town employees serving under employment agreements. The Town Attorney and Town Prosecutor are independent contractors serving under professional services agreements. Prior Council Action The Town Council appoints and oversees the Town Council's direct reports. The structure of Meeting Packet Page 77 of 292 each relationship differs based on the position. The Town Attorney has traditionally been provided through an outside law firm rather than as a Town employee. This structure has been in place for decades. The current Town Attorney services are provided through the LaSota Law Firm, with Jen Wright serving as Town Attorney. The current agreement began July 1, 2025. This is a contractor relationship, and Town Attorney services are provided through a set monthly contract amount. The Town Attorney also tracks time associated with Town services. The Town Prosecutor has also traditionally been provided through an outside contractor arrangement. This structure has been in place for decades. The Town Prosecutor remains a contractor and is not a Town employee. The Town Manager is a full-time Town employee appointed by the Town Council. Rachael Goodwin began employment with the Town in 2014, was appointed Interim Town Manager on April 3, 2023, and was appointed permanent Town Manager by the Town Council on October 3, 2023. The Presiding Judge/Town Magistrate, Robert Melton, has served the Town since 2014. He is a Town employee serving under contract and has traditionally served in a part-time capacity. The Presiding Judge's current agreement became effective July 1, 2024, and runs through June 30, 2028. This is consistent with Town Code Section 5-2-1, which provides for an initial two-year term followed by subsequent four-year terms. Current Action The proposed action updates the direct report contracts and related compensation provisions as follows: Town Attorney The Town Attorney will remain a contractor through the LaSota Law Firm, with Jen Wright continuing to serve as Town Attorney. The contractor structure is not changing. The proposed change would increase the Town Attorney's set monthly contract amount from $18,000 to $20,000, increasing the annual amount from $216,000 to $240,000 for the next fiscal year. For context, the existing agreement includes annual review language referencing CPI-related adjustments. Applying a 3.3% CPI factor to the current $18,000 monthly amount would result in a CPI-adjusted reference amount of approximately $18,594 per month, or $223,128 annually. The proposed $20,000 monthly amount is approximately 7.6% above that CPI-adjusted reference amount. The Town Attorney will continue to track time associated with Town services. Town Prosecutor The Town Prosecutor will remain a contractor. The contractor structure and compensation methodology are not changing. The proposed action would approve an Amended and Restated Town Prosecutor Agreement. The restated agreement continues the existing contractor relationship and incorporates updated status reporting and coordination provisions into a single updated agreement. The updated agreement would enhance status reporting by including prior-period and prior- Meeting Packet Page 78 of 292 year context. The agreement would also require regular coordination with the Town Attorney. These changes are intended to improve communication and context for Council and staff while preserving the Town Prosecutor's reporting structure and independent prosecutorial discretion. The Town Prosecutor's annual fee will increase from approximately $144,766 to $150,267. This increase was already provided for in the existing agreement and is not a newly negotiated term. Under the existing agreement, the Town Prosecutor receives the same across-the-board increase provided to Town employees. Therefore, the compensation adjustment would occur under the current agreement even without the proposed Amended and Restated Agreement. Town Manager The Town Manager will remain a full-time Town employee appointed by and reporting directly to the Town Council. The proposed change would increase the Town Manager's annual salary to $238,074. For context, the Town Manager's current annual salary is approximately $206,268. Applying a 3.3% CPI factor to that amount would result in a CPI-adjusted reference salary of approximately $213,075. The proposed salary is approximately $25,000 above that CPI- adjusted reference amount, or approximately 11.7% above that reference amount. The adjustment is based on compensation information reviewed by the Town Council indicating that the Town Manager's salary was below the Maricopa County municipal manager peer average, including when population was considered. The proposed agreement would also update the future annual adjustment language so that future adjustments are tied to the Town's employee Annual General Adjustment rather than CPI. This change is intended to align the Town Manager's agreement with the Town's fiscal year budget and evaluation cycle. Presiding Judge/Town Magistrate The Presiding Judge/Town Magistrate will remain a Town employee serving under contract. The current contract began July 1, 2024, and does not expire until June 30, 2028. The Presiding Judge's current annual salary is approximately $100,720. The Presiding Judge's compensation provision is not changing. Under the current agreement, the Presiding Judge receives the greater of a minimum 2.5% increase or, if Town employees receive a higher across-the-board increase, the same increase provided to Town employees. For the upcoming fiscal year, the Presiding Judge's salary would increase to approximately $104,547 under that existing contract provision. The Town Council is currently in negotiations with the Presiding Judge regarding possible contract changes that could include an increase in hours and eligibility for the Town's group health insurance plan. If the Presiding Judge's work schedule is increased so that he satisfies the eligibility requirements for the Town's group health insurance plan, the Town would be required to offer group health benefits and treat him the same as other Town employees who satisfy the plan's eligibility requirements. The parties are also discussing possible offsetting compensation or benefit-related contract changes so that any expansion of eligibility for group health insurance would be cost-neutral Meeting Packet Page 79 of 292 or nearly cost-neutral to the Town. If no contract amendment is finalized for the Presiding Judge before this item is posted, the Presiding Judge's current agreement will remain in effect without change. In that case, Council action on this item would apply only to the other direct report agreements presented for approval, and any future change to the Presiding Judge's agreement would be brought back to Council at a later date. Related Ordinance, Policy or Guiding Principle Town Code Section 5-2-1; Town Council authority over Council-appointed positions and direct reports; applicable employment agreements, professional services agreements, and Town personnel and benefits policies. Risk Analysis Approval of the proposed contract updates would align the Council direct report contracts with the Town's fiscal year and support a standardized annual performance evaluation process. This would allow Council to evaluate performance and consider compensation or contract changes before the beginning of each fiscal year. If the contracts are not updated, the Town may continue to have different contract terms, compensation adjustment methods, and evaluation timing among the Council's direct reports. This could make it more difficult to maintain a consistent annual review process and may require additional individual contract actions later in the fiscal year. For the Presiding Judge/Town Magistrate, there is no immediate risk if a proposed amendment is not ready for Council consideration with this item. The current agreement remains in effect through June 30, 2028, and the existing compensation adjustment language will continue to apply unless amended by Council at a later date. If an amendment is finalized, the proposed terms may include offsetting compensation or benefit-related changes intended to make any expanded benefit eligibility cost-neutral or nearly cost-neutral to the Town. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends Council approval of the proposed contract amendments and/or updated agreements for the Town Council's direct reports that are presented with this item. Suggested Motion MOVE TO APPROVE the Town Council's direct-report employment contract amendments and/or updated agreements, as applicable, for the Town Manager, Town Attorney, Town Prosecutor, and Presiding Judge/Town Magistrate, and authorizing the Mayor, Town Manager, Town Attorney, and Town Clerk to take all actions necessary to carry out the intent of the approvals. FISCAL IMPACT Fiscal Impact: The proposed agreements and amendments include increased FY 2026-27 compensation and Meeting Packet Page 80 of 292 contract costs. The Town Attorney set monthly contract amount would increase from $18,000 to $20,000 per month, or from $216,000 to $240,000 annually. For context, applying a 3.3% CPI factor to the current $18,000 monthly amount would result in a CPI-adjusted reference amount of approximately $18,594 per month, or $223,128 annually; the proposed $20,000 monthly amount is approximately 7.6% above that CPI-adjusted reference amount. The Town Manager annual salary would increase to $238,074. For context, applying a 3.3% CPI factor to the current annual salary of approximately $206,268 would result in a CPI-adjusted reference salary of approximately $213,075; the proposed salary is approximately $25,000 above that CPI-adjusted reference amount, or approximately 11.7% above that reference amount, plus applicable employer payroll and benefit-related costs. The Town Prosecutor annual fee would increase from approximately $144,766 to $150,267 under the existing agreement formula. The Presiding Judge/Town Magistrate salary would increase from approximately $100,720 to approximately $104,547 under the existing agreement formula. Any contract change that expands Presiding Judge/Town Magistrate eligibility for group health insurance may include offsetting compensation or benefit-related changes intended to be cost- neutral or nearly cost-neutral to the Town. Final fiscal impacts will depend on the agreements and amendments presented for approval. Budget Reference: FY 2026-27 Adopted Budget; General Fund — Administration, Legal, Prosecutor, and Court- related accounts. Funding Source: General Fund ATTACHMENTS 1. Council Direct Report Contract Summary 2. Prosecutor Contract 7-1-2026_signed by Iacovino 3. Town Manager_First Amendment_employment contract_07-01-2026_signed by Goodwin 4. Town_Attorney_First_Amendment_La_Sota_07-01-2026_signed_by_LaSota Meeting Packet Page 81 of 292 Position Relationship / Structure Current Compensation FY 2026-27 / Proposed Compensation Summary of Change Notes / Fiscal Impact Town Manager Full-time Town employee under employment agreement; appointed by and reporting directly to Town Council. Approx. $206,268 annual salary; 3.3% CPI-adjusted reference amount is approx. $213,075 $238,074 annual salary Proposed salary is $238,074, or approx. $25,000 above the CPI-adjusted reference amount (approx. 11.7% above that reference amount). Future annual adjustment language updated so future adjustments are tied to the Town employee Annual General Adjustment rather than CPI. Market compensation information reviewed by Council indicated the Town Manager salary was below the Maricopa County municipal manager peer average, including when population was considered. Town Attorney Independent contractor through outside law firm; services provided through the LaSota Law Firm with Jen Wright serving as Town Attorney. $216,000 annually ($18,000 per month); 3.3% CPI-adjusted reference amount is approx. $223,128 annually ($18,594 per month) $240,000 annually ($20,000 per month) Proposed amount is $240,000 annually ($20,000 per month), or approx. $16,872 above the CPI-adjusted reference amount (approx. 7.6% above that reference amount). Existing agreement includes annual review language referencing CPI. Contractor structure is not changing. Town Attorney tracks time associated with Town services. Town Prosecutor Independent contractor; not a Town employee. Approx. $144,766 annually Approx. $150,267 annually Amended and Restated Agreement continues the existing contractor relationship and incorporates enhanced status reporting, including prior-period and prior-year context, and regular coordination with the Town Attorney. Compensation increase was already provided for in the existing agreement and is not a newly negotiated term. Compensation methodology is unchanged; reporting structure and independent prosecutorial discretion are preserved. Presiding Judge / Town Magistrate Town employee serving under contract; currently part- time. Current agreement effective July 1, 2024 through June 30, 2028. Approx. $100,720 annual salary Approx. $104,547 annual salary under existing contract formula, unless amended Existing salary adjustment formula is not changing. Council and the Presiding Judge are discussing possible contract changes related to hours and eligibility for the Town group health insurance plan. If benefit eligibility is expanded, the parties may include offsetting compensation or benefit-related changes intended to make the amendment cost-neutral or nearly cost- neutral to the Town. If no amendment is finalized, current agreement remains in effect. Council Direct Report Contract Summary Summary of proposed contract updates and key compensation terms for Town Council direct reports Amounts are rounded or approximate where indicated. Final terms are controlled by the approved agreements/amendments. Prepared for staff report packet; updated 2026-06-06. Meeting Packet Page 82 of 292 1 AMENDED AND RESTATED CONTRACT FOR LEGAL SERVICES BETWEEN THE TOWN OF FOUNTAIN HILLS AND THE LAW OFFICE OF MARK IACOVINO THIS AMENDED AND RESTATED CONTRACT FOR LEGAL SERVICES (this "Contract") is made and entered into effective July 1, 2026, by and between the Town of Fountain Hills, an Arizona municipal corporation (the "Town"), and the Law Office of Mark Iacovino, a sole proprietorship (the "Law Firm"). RECITALS A. The Town has determined it to be in its best interest to contract with attorneys not in its employ who, by experience and training, are qualified to assist the Town in connection with prosecution of criminal cases in the Fountain Hills Municipal Court. B. The Town has satisfied itself as to the qualifications of the Law Firm to assist the Town in connection with prosecution of criminal cases in the Fountain Hills Municipal Court. C. The Town and the Law Firm entered into a Contract for Legal Services dated April 6, 2017, and now desire to amend and restate that contract effective July 1, 2026, to continue prosecution services and update certain reporting, coordination, and compensation provisions. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, the mutual covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Town and the Law Firm agree as follows: 1. Scope of Service and Representation. The Law Firm agrees to perform all necessary legal services of the Town Prosecutor's Office within the laws of the State of Arizona and the Arizona Rules of Professional Conduct, including, but not limited to, the following: 1.1 Prepare for and appear at arraignments, arrange and conduct pre-trial conferences with defendants and/or attorneys, and try jury and non-jury trials. 1.2 Review the file on each case, including police reports, previous convictions, and motions from defense attorneys. 1.3 Prepare any necessary correspondence related to each case, excluding victim letters and correspondence, which shall be the responsibility of the Town's Victim Witness Advocate or other designated Town representative. 1.4 Appear in the Fountain Hills Municipal Court to prosecute those who have violated state law or Town ordinances and make recommendations for conditions of release and sentencing. 1.5 Advise the Town's law enforcement department or contract law enforcement provider on gathering and presentation of evidence, filing of charges, and other legal matters related to criminal cases; interview police officers, inspectors, and others presenting evidence for the Town. 1.6 Perform legal research to support the Town's position(s) in hearings and trials as well as in response to defense motions. 1.7 Provide statistical data concerning disposition of cases and prosecution activity as part of the reporting requirements set forth in Section 2 below. 1.8 Act as an educational resource to Town staff, schools, civic organizations, and local advocacy groups as reasonably appropriate and consistent with the Law Firm's role as Town Prosecutor. 2. Advice, Status Reporting, and Coordination. Meeting Packet Page 83 of 292 2 2.1. Advice and Significant Developments. The Law Firm shall provide the Town with timely advice of significant developments arising during performance of services under this Contract, orally or in writing, as the Law Firm considers appropriate. Upon request of the Town Manager, the Law Firm shall provide copies of pleadings and other documents prepared by the Law Firm, subject to applicable law, court rules, ethical obligations, and confidentiality requirements. 2.2. Quarterly Status Reports. The Law Firm shall provide quarterly status reports to the Town Manager, Town Council, and Town Attorney. The reports shall include statistical data concerning the disposition of cases and other prosecution-related information reasonably requested by the Town. To provide context, the reports shall include comparison to prior reporting periods and comparable prior-year periods when such information is reasonably available. 2.3. Coordination with Town Attorney. The Law Firm shall meet or confer regularly with the Town Attorney regarding matters of mutual legal, operational, or policy significance involving prosecution services, municipal court operations, Town ordinances, law enforcement coordination, appeals, public records issues, or other matters where coordination between the Town Attorney and Town Prosecutor is reasonably necessary. This coordination requirement does not alter the Law Firm's independent contractor status, prosecutorial discretion, professional obligations, or attorney-client duties. 3. Compensation. For fiscal year 2026-2027, beginning July 1, 2026, the Town shall pay the Law Firm for services rendered under this Contract a flat annual amount of $150,267.19, paid in 12 equal monthly installments, due in advance on the first day of each month. For each fiscal year after fiscal year 2026-2027, if the Town Council approves an Annual General Adjustment for Town employees generally, the Law Firm's compensation shall be increased by the same percentage, effective July 1 of that fiscal year. The Law Firm expressly agrees and understands that no adjustment to its compensation shall occur based on merit increases, market adjustments, equity adjustments, or other compensation adjustments provided to individual Town employees. If a notice of termination has been given pursuant to Section 16 below, the monthly amount payable shall be prorated according to the actual number of days during which the Law Firm will be providing services. 4. Term. This Contract shall be effective July 1, 2026, and shall remain in full force and effect until terminated by either the Town or the Law Firm as set forth in Section 16 below. 5. Notices and Requests. Any notice or other communication required or permitted to be given under this Contract shall be in writing and shall be deemed to have been duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below, or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 Attn: Town Manager With copy to: Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 Attn: Town Attorney If to Law Firm: The Law Office of Mark Iacovino 10105 E. Via Linda, #103-346 Scottsdale, AZ 85258 Attn: Mark Iacovino Meeting Packet Page 84 of 292 3 or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this Section. Notices shall be deemed received (A) when delivered to the party, (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage, or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party's counsel or other recipient, the provisions above governing the date on which a notice is deemed 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. 6. Conflict Issues. The Law Firm warrants and covenants that the Law Firm presently has no interest in, nor shall any interest be hereinafter acquired in, any matter that will render the services required under this Contract a violation of any applicable state, local, or federal law or the Arizona Rules of Professional Conduct. In the event any conflict of interest should arise, the Law Firm shall promptly notify the Town of the existence of such conflict of interest so the Town may determine whether to terminate this Contract. Conflict issues are governed by the Arizona Rules of Professional Conduct. Otherwise, the Law Firm shall be free to dispose of such portion of its time, energy, and skill as is not required to be devoted to the Town in such manner as it sees fit, so long as no conflict of interest exists. 7. Maintenance of Records. In compliance with Town procedure, all work performed in connection with this Contract shall be subject to audit. The Law Firm shall maintain all books, documents, papers, and accounting records pertaining to this Contract and not related to particular prosecution case files and shall make such materials available at its offices at all reasonable times during the Contract period and for at least three years from the date of final payment for inspection by the Town or any authorized representatives of the Town, and copies thereof shall be furnished, if requested, at the Town's expense. The Town shall store and maintain all closed files. The destruction of such files shall be in accordance with applicable law and Arizona Attorney General Opinion 98-07. 8. Indemnification. To the fullest extent permitted by law, the Law Firm shall defend, indemnify, and hold harmless the Town, its agents, representatives, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses relating to, arising out of, or resulting from the Law Firm's wrongful acts, errors, mistakes, or omissions relating to the Law Firm's services in the performance of this Contract. The Law Firm's duty to defend, hold harmless, and indemnify the Town, its agents, representatives, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense, including attorneys' fees, court costs, and the cost of appellate proceedings, caused by the Law Firm's wrongful acts, errors, mistakes, or omissions, work, or services in the performance of this Contract. The amount and type of insurance coverage requirements set forth below will not be construed as limiting the scope of the indemnity of this Section. 9. Professional Liability Insurance. Without limiting any of its obligations, the Law Firm, at the Law Firm's own expense, shall purchase and maintain the stipulated minimum insurance with companies duly licensed, possessing an AM Best, Inc. rating of B++ or better, approved and licensed to do business in the State of Arizona, with policies and forms reasonably satisfactory to the Town. Prior to commencing work under this Contract, the Law Firm shall furnish the Town certificates of insurance or formal endorsements issued by the Law Firm's insurer(s), as evidence that policies providing the required coverage, conditions, and limits required by this Contract are in full force and effect. Such certificates shall identify this Contract and shall provide for not less than 30 days' advance notice of cancellation, termination, or material alteration to the extent available from the insurer. The Law Firm will maintain professional liability insurance covering errors and omissions arising out of the work or services performed by the Law Firm or any person employed by the Law Firm, with a limit of not less than $500,000 each occurrence and $500,000 all claims. 10. Independent Contractor Status. The services the Law Firm provides under the terms of this Contract to the Town are those of an independent contractor, not an employee. The Town will report Meeting Packet Page 85 of 292 4 the value paid for these services each year to the Internal Revenue Service using Form 1099. Withholding of income tax is not deducted from contractual payments. 11. Non-Assignment. Services covered by this Contract shall not be assigned in whole or in part without the prior written consent of the Town. 12. Governing Law. This Contract shall be governed and interpreted according to the laws of the State of Arizona. 13. Entire Agreement. This Contract constitutes the entire understanding of the parties, and no representations or agreements, oral or written, made prior to its execution shall vary or modify the terms herein. 14. Amendments. Any amendment, modification, or variation from the terms of this Contract shall be in writing and shall be effective only after approval of all parties signing the original Contract or this Contract, as applicable. 15. Severability. Should any part of this Contract be declared in a final decision by a court or tribunal of competent jurisdiction to be unconstitutional, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Contract, which shall continue in full force and effect, provided that the remainder of this Contract, absent the unexercised portion, can be reasonably interpreted to give effect to the intentions of the parties. 16. Termination. Either party may terminate this Contract without cause upon giving 60 days' written notice to the other party. 17. Cancellation. Pursuant to ARIZ. REV. STAT. § 38-511, the Town may cancel any contract or agreement, without penalty or obligation, if any person significantly involved in initiating, negotiating, securing, drafting, or creating this Contract on behalf of the Town's departments or agencies is, at any time while this Contract or any extension of this Contract is in effect, an employee of any other party of the Contract in any capacity, or a consultant to any other party of this Contract with respect to the subject matter of this Contract. 18. Counterparts; Electronic Signatures. This Contract may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures transmitted electronically shall have the same force and effect as original signatures. Meeting Packet Page 86 of 292 Meeting Packet Page 87 of 292 Meeting Packet Page 88 of 292 Meeting Packet Page 89 of 292 BlueInk Bundle ID: XcVKuhlUD0 Meeting Packet Page 90 of 292 BlueInk Bundle ID: XcVKuhlUD0 Meeting Packet Page 91 of 292 ITEM 9.b. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 6/16/2026 Meeting Type: Town Council Regular Meeting Submitting Department: Multi-Departmental Prepared by: Paul Soldinger, Chief Financial Officer Staff Contact Information: Phone: 480-816-5160 Email: psoldinger@fountainhillsaz.gov Request to Town Council Regular Meeting (Agenda Language) CONSIDERATION AND POSSIBLE ACTION: Regarding the Proposed Energy Savings Capital Project for Parking Shade Structure and Solar Panels for Town Hall Campus Visitors Staff Summary (background) Background Staff initiated an energy audit process with Veregy LLC (Veregy) in early 2026 to evaluate possible energy savings solutions across the Town parks and facilities. Veregy completed an initial energy audit by evaluating detailed interval energy data from the Town's utility provider (SRP) and toured Town facilities with staff. Veregy recommended that the Town consider several energy savings opportunities, but in particular, proposed a parking structure project that would allow the Town to save about $81,000 of electrical costs in the first year of project completion. Under Arizona laws for performance contracting and through cooperative agreement 1GPA Contract #22-07P-08, Veregy has proposed a contract for the project that guarantees the Town would save $81,000 in the first year, and calculates that with eligible Federal rebate incentives for energy-efficient improvements, the project would pay for itself in about 15 years, assuming a 4.5% annual increase in electric utility rates. Project Description This Guaranteed Energy Services Agreement with Veregy, is for the proposed design and construction of solar-powered parking shade structures at the Town Hall/Community Center civic campus. The proposed project would install approximately 597 kW-DC of solar generation capacity across two interconnections, at Town Hall and at the Community Center. In addition to the solar energy system, the project includes covered parking canopies, under- canopy lighting, associated electrical infrastructure, foundations, utility coordination with SRP, and restoration of affected parking, concrete, landscaping, and irrigation areas. The project would provide approximately 128 covered parking spaces serving Town Hall, the Community Center, and nearby public facilities, improving the experience for residents and visitors during high-temperature months. Guaranteed Energy Savings / Performance Contract Structure Meeting Packet Page 92 of 292 The project is structured as a guaranteed energy savings/performance-based capital project. Arizona law authorizes public agencies, including towns, to enter into guaranteed energy cost savings contracts with qualified providers when the agency determines that the amount spent on energy cost savings measures will not exceed the amount saved in energy costs over the applicable contract term. Part of these requirements and within the proposed contract, it states that Veregy will be responsible to pay back the Town if it does not achieve the guaranteed amount of energy savings based on Veregy's projections. Financial Considerations The total proposed contract amount is $2,390,900. Under the contract schedule, the project is expected to generate $1,604,173 in guaranteed energy cost savings over the 15-year contract term. The project may also be eligible for a federal Inflation Reduction Act clean energy elective- pay benefit, commonly referred to as a direct-pay federal tax credit or rebate. The project financial schedule assumes a potential IRA/elective-pay benefit of approximately $956,360, which represents an assumed 40% federal benefit based on the project cost. However, the Federal rebates are not guaranteed. The Town has contracted with an independent energy tax advisor which provided an initial evaluation of the proposed project with positive assurances included. Veregy has also included several contract provisions stating that Veregy will make commercial efforts to support the Town in obtaining the rebates. Combined, the contract schedule identifies total avoided energy, operational, and related costs of approximately $2,560,533 over the 15-year term. Lastly, the solar panels are expected to have a useful life of about 30-35 years, which will create additional energy savings for the Town long after the contract term ends. From a budget perspective, the project is intended to reduce the Town’s long-term exposure to rising utility costs by generating a portion of the Town’s electricity on site. This is particularly relevant in Arizona, where utility costs and future rate pressure continue to be a budget concern due to load growth, infrastructure needs, inflation, and increasing peak- demand conditions. Long-Term Operational Considerations Other long-term considerations include that Veregy will charge an annual fee, starting at $4,455, to complete its measurement and verification (M&V) process each year to ensure the Town has received its guaranteed savings based on the project's electricity output. However, the Town will have the option of canceling the M&V process and related fee any year of the contract term. Further, the Town's insurance costs will increase by an estimated $4,000 - $5,000 in the first year after project completion to insure the new parking structure and solar panels. There may also be staff time used to clean and maintain the new infrastructure. Federal Rebate Timing Meeting Packet Page 93 of 292 The federal incentive opportunity is a significant reason for bringing the project forward at this time. Under Federal rebate guidance, if the Town begins this project before July 4, 2026, then the project can extend up to 4 years and still be eligible for possible Federal rebates if there are delays to the construction schedule. If the project begins after July 4, 2026, then the Town would need to complete the project and energize the system before December 31, 2027 which would leave very little room for possible construction delays to qualify for Federal rebates. Staff will separately address and work with contracted energy tax advisors for the documentation requirements, and risks related to the timing, amount, and eligibility of any Federal rebates. Budget Authority and Project Schedule If approved by the Council, Veregy will deliver solar panels and other equipment onsite to meet Federal rebate continuous construction requirements and will require an upfront payment of 7% of the project costs, or $167,363 that would be paid using the FY2026 existing contingency budget authority in the Capital Projects Fund. Staff will also process budget authority transfers from the Capital Projects Fund contingency in the FY2027 budget to allow design and construction work on the project to continue between July 2026 and June 2027. Staff will also include sufficient budget authority in the Capital Projects Fund during FY2028 budget planning to facilitate completion of the project by approximately August 2027. Related Ordinance, Policy or Guiding Principle Arizona Revised Statutes (A.R.S.) § 34-455 Risk Analysis N/A Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends approval because the project advances multiple Town objectives: investing in public infrastructure, improving resident and visitor amenities, reducing future utility exposure, using available federal clean energy incentives, and adding long-term solar generation capacity at key Town facilities. Suggested Motion MOVE TO APPROVE Proposed Energy Savings Capital Project for Parking Shade Structure and Solar Panels, and all steps necessary to execute contracts to initiate and administer the project to completion FISCAL IMPACT Fiscal Impact: $2,390,900 Budget Reference: FY2026 ($167,367 for upfront payment to receive solar panels to meet Federal rebate requirements); FY2027 (up to $1.4 million for design and initiating construction of the project); FY2028 (remaining project costs); Staff will apply for Federal rebates in FY2028 after project completion for up to 40% Reimbursement ($956,384 Potential ITC Rebates) Funding Source: Capital Projects Fund Meeting Packet Page 94 of 292 ATTACHMENTS 1. Fountain Hills Performance Contract 2. Town Energy Expenditures - FY23 through FY25 3. ETSI FEOC Letter 4. Veregy LLC Energy Savings Project Presentation Meeting Packet Page 95 of 292 VEREGY DER & ELECTRICAL, LLC, DBA VEREGY LLC GUARANTEED ENERGY SERVICES AGREEMENT 1GPA Contract #: 22-07P-08 CUSTOMER NAME: Town of Fountain Hills DATE OF SUBMISSION: June 3, 2026 Meeting Packet Page 96 of 292 TABLE OF CONTENTS ARTICLE PAGE 1. GENERAL PROVISIONS .................................................................................................................... 1 2. VEREGY'S RESPONSIBILITIES ....................................................................................................... 1 3. CUSTOMER'S RESPONSIBILITIES ................................................................................................. 4 4. SUBCONTRACTS ................................................................................................................................. 5 5. INSTALLATION AND ACCEPTANCE ............................................................................................. 6 6. PRICE AND PAYMENT ...................................................................................................................... 6 7. CHANGES IN THE PROJECT ........................................................................................................... 7 8. INSURANCE, INDEMNITY, WAIVER OF SUBROGATION, AND LIMITATION OF LIABILITY ............................................................................................................................................. 8 9. TERMINATION OF THE AGREEMENT ....................................................................................... 10 10. ASSIGNMENT ..................................................................................................................................... 11 11. MISCELLANEOUS PROVISIONS ................................................................................................... 11 12. ARBITRATION ................................................................................................................................... 13 13. LIMIT OF LIABILITY - FIRE AND/OR SECURITY SYSTEMS………………..…………..…13 14. SUBSEQUENT PHASES OF WORK……………………………………………………………….14 ATTACHMENT A THE WORK (SCOPE-OF-WORK) ATTACHMENT B THE INSTALLATION SCHEDULE ATTACHMENT C PAYMENT SCHEDULE ATTACHMENT D ENERGY GUARANTEE ATTACHMENT E SCHEDULE OF SAVINGS ATTACHMENT F PROJECT ACCEPTANCE ATTACHMENT G FEDERAL REQUIREMENTS COMPLIANCE Note Regarding Modifications Made to this Agreement: Provisions in the printed document that are not to be included in the agreement may be deleted by striking through the word, sentence, or paragraph to be omitted. It is recommended that unwanted provisions not be made illegible. The Parties should be clearly aware of the material deleted from the standard form. Do not make any modifications to this Agreement unless approval to do so has been granted. Changes may be made only by deletion as explained above, or, by addendum. Meeting Packet Page 97 of 292 1 ARTICLE 1 GENERAL PROVISIONS 1.1 This Agreement, including all Attachments, Exhibits, and Schedules referenced herein (hereinafter the "Agreement") dated May 26, 2026 (the "Effective Date") by and between VEREGY, a limited liability company and Veregy DER & Electrical, LLC, DBA Veregy and collectively referred to as “Veregy” with a principal place of business at 3312 E Broadway Rd, Phoenix, AZ, 85040, and the Town of Fountain Hills, an Arizona municipal corporation(“CUSTOMER”) with a principal place of business at 16705 E Avenue of the Fountains, Fountain Hills, AZ 85268. (collectively the "Parties"). 1.2 EXTENT OF AGREEMENT: This Agreement, including all attachments and exhibits hereto, represents the entire agreement between CUSTOMER and VEREGY and supersedes all prior negotiations, representations, or agreements. This Agreement shall not be superseded by any provisions of the documents for construction and may be amended only by : (1) a written amendment signed by both CUSTOMER and VEREGY; and (2) a signed Change Order signed by both CUSTOMER and VEREGY. None of the provisions of this Agreement shall be modified, altered, changed, or voided by any subsequent Purchase Order issued by CUSTOMER, which relates to the subject matter of this Agreement. 1.3 As used in this Agreement, the term “Work” means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by VEREGY to fulfill VEREGY’s obligations, as described in Attachment A and otherwise set forth in the Contract Documents. The Work may constitute the whole or a part of the Project. The Work specifically excludes certain design and construction, which are the subject of separate agreements between CUSTOMER and parties other than VEREGY. 1.4 The Project is the total construction of which the Work performed by VEREGY under this Agreement may be the whole or a part and which may include construction by the CUSTOMER and by separate contractors. 1.5 The Contract Documents consist of this Agreement, its attachments, exhibits, schedules, and addenda. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by VEREGY. The Contract Documents are complementary, and what is required by one shall be binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them. 1.6 Installation Schedule means that schedule set out in Attachment B describing the Parties’ intentions respecting the times by which the components or aspects of the Work therein set forth shall be installed and/or ready for acceptance or beneficial use by CUSTOMER. ARTICLE 2 VEREGY'S RESPONSIBILITIES 2.1 VEREGY Services 2.1.1 VEREGY shall be responsible for construction of the Project , except as otherwise set forth in the Construction Documents. VEREGY shall not be responsible for any work undertaken by CUSTOMER or CUSTOMER’s contractors. 2.1.2 VEREGY will assist in securing permits necessary for the Work. CUSTOMER shall pay such proper and legal fees to public officers and others as may be necessary to the due and faithful performance of the Work and which may arise incidental to the fulfilling of these specifications. 2.1.3. VEREGY shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless VEREGY needs to provide such services in order to carry out the VEREGY’s responsibilities for construction means, methods, techniques, sequences and procedures. Meeting Packet Page 98 of 292 2 2.1.4 VEREGY shall comply with each and every applicable Federal Requirement and each and every applicable EEO Requirement. By way of regulatory compliance and clarity and not to limit the commitment made herein, Attachment H Federal Requirements Compliance is attached hereto, incorporated herein, and made a part hereof for all purposes. 2.2 Responsibilities with Respect to the Work 2.2.1 VEREGY will provide construction supervision, inspection, labor, materials, tools, construction equipment and subcontracted items reasonably necessary for the execution and completion of the Work. 2.2.2 VEREGY shall keep the premises in an orderly fashion and reasonably free from unnecessary accumulation of waste materials or rubbish caused by its operations. If VEREGY damages property not needed for the Work, VEREGY shall repair the property to its pre-existing condition unless CUSTOMER directs otherwise. At the completion of the Work, VEREGY shall remove waste material supplied by VEREGY under this Agreement as well as all its tools, construction equipment, machinery, and surplus material. Unless otherwise agreed to herein, all surplus materials shall be the property of VEREGY. VEREGY shall dispose of all waste materials or rubbish caused by its operations; provided, that unless otherwise specifically agreed to in this Agreement, VEREGY shall not be responsible for disposal of toxic or hazardous materials removed from the facilities, such as fluorescent lights, potential polychlorinated biphenyl containing light ballas ts and mercury-containing controls, but shall store those materials neatly at a location designated by CUSTOMER. 2.2.3 VEREGY shall give all notices and comply with all laws and ordinances legally enacted as of the date of execution of the Agreement governing the execution of the Work ; provided, however, that VEREGY shall not be responsible nor liable for the violation of any code, law or ordinance caused by CUSTOMER or existing in CUSTOMER’s property prior to the commencement of the Work. 2.2.4 VEREGY shall comply with all applicable federal, state and municipal laws and regulations that regulate the health and safety of its workers while providing the Work, and shall take such measures as required by those laws and regulations to prevent injury and accidents to other persons on, about or adjacent to the site of the Work. It is understood and agreed, however, that VEREGY shall have no responsibility for elimination or abatement of health or safety hazards created or otherwise resulting from activities at the site of the Work carried on by persons not in a contractual relationship with VEREGY, including CUSTOMER, CUSTOMER’s employees, CUSTOMER’s contractors or subcontractors, CUSTOMER’s tenants or CUSTOMER’s visitors. CUSTOMER agrees to cause its contractors, subcontractors and tenants to comply fully with all applicable federal, state and municipal laws and regulations governing healt h and safety and to comply with all reasonable requests and directions of VEREGY for the elimination or abatement of any such health or safety hazards at the site of the work. 2.2.5 VEREGY shall promptly notify the CUSTOMER if it finds (1) that a subsurface or latent physical condition at the site differs materially from those indicated in this Agreement, and/or (2) that an unknown physical condition at the site of an unusual nature differing materially from that ordinarily encountered and generally recognized as occurring in the work of the character envisioned in the Agreement. If CUSTOMER receives such a notice, it must promptly investigate the physical condition, and if it determines that the physical condition is materially different and would cause an increase or decrease in cost or additional time to perform the Agreement, it must put its determination in writing and an equitable adjustment to the contract price and time must be made. 2.3 Patent Indemnity 2.3.1 VEREGY shall, at its expense, defend or, at its option, settle any suit that may be instituted against CUSTOMER for alleged infringement of any United States patents related to the hardware manufactured and provided by VEREGY, provided that: 1. Such alleged infringement consists only in the use of such hardware by itself and not as part of, or in combination with, any other devices, parts or software not provided by VEREGY hereunder; 2. CUSTOMER gives VEREGY immediate notice in writing of any such suit and permits VEREGY, through counsel of its choice, to answer the charge of infringement and defend such suit; and 3. CUSTOMER gives VEREGY all needed information, assistance and authority, at VEREGY's expense, to enable VEREGY to defend such suit. 2.3.2 If such a suit has occurred, or in VEREGY's opinion is likely to occur, VEREGY may, at its election and expense: obtain for CUSTOMER the right to continue using such equipment; or replace, correct or modify it so that it is not infringing; or remove such equipment and grant CUSTOMER a credit therefore, as depreciated. Meeting Packet Page 99 of 292 3 2.3.3 In the case of a final award of damages in any such suit, VEREGY will pay such award. VEREGY shall not, however, be responsible for any settlement made without its written consent. 2.3.4 This article states VEREGY's total liability and CUSTOMER's sole remedy for any actual or alleged infringement of any patent by the hardware manufactured and provided by VEREGY hereunder. In no event shall VEREGY be liable for any indirect, special, or consequential damages resulting from any such actual or alleged infringement, except as set forth in this section 2.3. 2.4 Warranties and Completion 2.4.1 VEREGY warrants CUSTOMER good and clear title to all equipment and materials furnished by VEREGY to CUSTOMER pursuant to this Agreement free and clear of liens and encumbrances. In addition to manufacturer’s equipment warranties, VEREGY hereby warrants that all such equipment and materials shall be of good quality and shall be free from defects in materials and workmanship, including installation and setup, for a period of two (2) years from the date of beneficial use or substantial completion of the equipment or portion of the Work in question, provided that no repairs, substitutions, modifications, or additions have been made, except by VEREGY or with VEREGY's written permission, and provided that after delivery such equipment or materials have not been subjected by non -VEREGY personnel to accident, abuse, neglect, misuse, modifications, improper or insufficient maintenance, improper operation or use in violation of any instructions supplied by VEREGY, in which case this warranty shall be null and void. 2.4.2 All Subcontractor’s and manufacturer’s warranties shall be deemed furnished and assigned to CUSTOMER pursuant to the Contract Documents without further action by VEREGY upon Final Payment by CUSTOMER as required under the Contract Documents. 2.4.3 THE WARRANTIES SET FORTH HEREIN ARE EXCLUSIVE AND VEREGY HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT AS EXPRESSLY WARRANTED HEREIN. VEREGY shall not be liable for any special, indirect, incidental, or consequential damages arising from, or relating to, this limited warranty or its breach. 2.4.4 VEREGY’s warranty excludes remedy for damage or defect ca used by abuse, modifications not executed by VEREGY, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage . 2.4.5 The local contact in the US for warranty for the Solar panels is the following company: C&D Clean Energy (C&D Material Inc.) Address: 5861 Pine Avenue, Suite B-20, Chino Hills CA 91709 Email: Ashok@cndcleanenergy.com Website: www.cndcleanenergy.com 2.5 Hazardous Materials 2.5.1 Except as expressly provided in Schedule A, VEREGY and its subcontractors shall not be required to handle, remove, come into contact with, dispose of, or otherwise work with hazardous materials existing on the project site at the date of this Agreement or resulting, either directly or indirectly, from any acts or omissions of CUSTOMER, its employees, agents or assigns, or any of its other contractors or subcontractors. “Hazardous materials” as used herein includes all hazardous or toxic substances or materials as may be so designated by federal, state, or local governmental entities. “Hazardous materials” shall also include lead paint, fungus, and mold. If, during the performance of the Work, the presence of hazardous materials is discovered or reasonably suspected, VEREGY shall notify CUSTOMER of such discovery or suspicion and shall be permitted to immediately cease all work which requires contact with or exposure to such hazardous materials, until the CUSTOMER has made arrangements for the removal of the same. VEREGY shall be entitled to an extension of the Contract Time for ceasing work pursuant to this Section. In the event that the Parties agree that VEREGY Meeting Packet Page 100 of 292 4 shall remove or remediate any Hazardous Materials discovered during the course of the Work, VEREGY shall be entitled to a Change Order increasing the Contract Price and Contract Time for said removal and/or remediation. 2.5.2 CUSTOMER shall indemnify, defend, and hold VEREGY and its respective officers, directors, employees, agents and subcontractors (collectively the “Indemnified Parties”), harmless from, against, and in respect of any and all rights, claims, demands, liabilities, obligations, orders, assessments, interest, penalties, fines, settlement payments, costs, expenses and damages, including, without limitation, reasonable legal fees and out -of-pocket expenses (“Damages”) imposed upon or incurred by any Indemnified Party and that arise from claims asserted by third parties or by CUSTOMER concerning any Hazardous Materials; provided that the Damages are not the direct result of any act or omission of VEREGY or its agents. 2.5.3 Unless prior to the execution of this Agreement, VEREGY received written notification from CUSTOMER of the existence of Hazardous Materials on the site, and said notice included a description of the Hazardous Materials, and the quantity and location of the Hazardous Materials, CUSTOMER is hereby representing t o VEREGY that CUSTOMER is not aware of any Hazardous Materials present at the site. 2.6 CUSTOMER may audit only records reasonably related to (i ) statutory compliance, (ii) approved change orders, claims, allowances, reimbursable items, or (iii) savings-guarantee calculations expressly required under the Agreement, and not Veregy’s proprietary pricing, overhead, profit, or unrelated corporate reco rds. ARTICLE 3 CUSTOMER'S RESPONSIBILITIES 3.1 CUSTOMER shall provide VEREGY full information necessary and relevant to the evaluation, performance, and requirements for the Work. VEREGY shall be entitled to rely on the accuracy of the information furnished by CUSTOMER. The CUSTOMER shall furnish information and services required of CUSTOMER by the Contract Documents with reasonable promptness. 3.2 CUSTOMER shall designate a representative who shall be fully acquainted with the Work, and who has authority to approve changes in the scope of the Work, execute and agree to Change Orders and render decisions promptly. 3.3 CUSTOMER shall furnish to VEREGY surveys describing physical characteristics, all information regarding legal limitations, utility locations and other information reasonably pertinent to this Agreement, the Work, and the Project. 3.4 CUSTOMER shall secure and pay for all necessary approvals, easements, assessments, permits, and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities, including charges for legal and auditing services. 3.5 If CUSTOMER becomes aware of any fault or defect in the Work, it shall give prompt written notice thereof to VEREGY and if such notice is not promptly given, CUSTOMER shall be responsible for any additional repair or remedial costs which could have been avoided if such notice had been promptly given. 3.6 The services and information required by the above paragraphs shall be furnished with reasonable promptness at CUSTOMER's expense and VEREGY shall be entitled to rely upon the accuracy and the completeness thereof. 3.7 Prior to the commencement of the Work and at such future times as VEREGY shall reasonably deem appropriate, CUSTOMER shall furnish evidence in a form satisfactory to VEREGY that sufficient funds are available and committed to pay for the Work. Unless such evidence is furnished, VEREGY is not required to commence or continue any Work. Further, if CUSTOMER does not provide such evidence, VEREGY may stop work upon fifteen (15) days’ notice to CUSTOMER. The failure of VEREGY to insist upon the providing of this evidence at any one time shall not be a waiver of CUSTOMER's obligation to make payments pursuant to this Agreement, nor shall it be a waiver of VEREGY's right to request or insist that such evidence be provided at a later date. Meeting Packet Page 101 of 292 5 3.8 CUSTOMER shall comply with all applicable federal, state, and municipal laws and regulations governing occupational health and safety in the areas where VEREGY will perform services and/or perform the Work. 3.9 CUSTOMER represents and warrants that, except as otherwise disclosed in this Agreement, in the areas where VEREGY will undertake Work or provide services, there are no: (a) materials or substances classified as toxic or hazardous either (i) on or within the walls, floors, ceilings or other structural components, or (ii) otherwise located in the work are a, including asbestos or presumed asbestos-containing materials, formaldehyde, containers or pipelines containing petroleum products or hazardous substances, etc.; (b) situations subject to special precautions or equipment required by federal, state or local health or safety regulations; or (c) unsafe working conditions. CUSTOMER shall immediately notify VEREGY of any changes or updates that occur during the course of the Agreement. If any such materials, situations or conditions, whether disclosed or not, are in fact discovered by VEREGY or others and provide an unsafe condition for the performance of the Work or services, the discovery of the material, situation or condition shall constitute a cause beyond VEREGY’s reasonable control and VEREGY shall have the right to cease or not commence the Work until the area has been made safe by CUSTOMER or CUSTOMER’s representative, at CUSTOMER’s expense. When the Hazardous Material has been remediated or removed, Work in the affected area shall resume upon written agreement of CUSTOMER and VEREGY. By Change Order, the Contract Time shall be extended appropriately and the Contract Price shall be increased in the amount of the VEREGY’s reasonable additional costs of shut-down, delay and start-up and for any additional work performed by VEREGY. 3.10 To the fullest extent allowed by law, CUSTOMER shall indemnify and hold VEREGY harmless from and against any and all claims and costs of whatever nature, including but not limited to, consultants' and attorneys' fees, damages for bodily injury and property damage, fines, penalties, cleanup costs and costs associated with delay or wo rk stoppage, that in any way results from or arises under the breach of the representations and warranties in this section, the existence of mold or a Hazardous Materials at a site, performance of the Work in the affected area, or the occurrence or existence of the situations or conditions described in this section, whether or not customer provides VEREGY advance notice of the existence or occurrence and regardless of when the Hazardous Materials or occurrence is discovered or occurs. This indemnification shall survive termination of this Agreement for whatever reason. Nothing in this section shall be construed to require that CUSTOMER indemnify and hold harmless VEREGY from claims and costs resulting from the negligent use by VEREGY of any Hazardous Materials brought to the site by VEREGY (and CUSTOMER acknowledges that VEREGY may bring to the site lubricants or other materials that are routinely used in performing maintenance and that may be classified as Hazardous Materials). 3.11 In addition to the price set forth in Article 6 of this Agreement, CUSTOMER shall pay any present and future taxes or any other governmental charges now or hereafter imposed by existing or future laws with respect to the sale, transfer, use, ownership, or possession of the Work provided hereunder, excluding taxe s on VEREGY’s net income. ARTICLE 4 SUBCONTRACTS 4.1 At its exclusive option, VEREGY may subcontract some or all of the Work. VEREGY, as soon as practicable after execution of the Agreement, shall furnish in writing to CUSTOMER, if requested by CUSTOMER, the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. CUSTOMER will promptly reply to VEREGY in writing stating whether or not CUSTOMER has reasonable objection to any such proposed person or entity. Failure of CUSTOMER to reply promptly shall constitute notice of no reasonable objection. Notwithstanding anything herein to the contrary, 4.2 A Subcontractor is a person or entity who has a direct contract with VEREGY to provide work, labor, and materials in connection with the Work. The term Subcontractor does NOT include any separate contractors employed by CUSTOMER or such separate contractors' subcontractors. 4.3 For the purposes of this Agreement, no contractual relationship shall exist between CUSTOMER and any Subcontractor. VEREGY shall be responsible for the management of its Subcontractors in their performance of their Work. Unless otherwise expressly agreed to, VEREGY shall not be responsible for the management or supervision or the performance of any work by any of CUSTOMER’s employees, contractors, or subcontractors. Meeting Packet Page 102 of 292 6 4.4 CUSTOMER shall not hire any of VEREGY’s Subcontractors without the prior written approval of VEREGY. ARTICLE 5 INSTALLATION AND ACCEPTANCE 5.1 The Work to be performed under this Agreement shall be commenced and substantially completed as set forth in the Installation Schedule attached hereto as Attachment B. 5.2 If VEREGY is delayed at any time in the progress of performing its obligations under this Agreement by any act of neglect of CUSTOMER or of any employee or agent of CUSTOMER or any contractor employed by CUSTOMER; or by changes ordered or requested by CUSTOMER in the Work performed pursuant to this Agreement; or by labor disputes, fire, unusual delay in transportation or deliveries, adverse weather conditions or other events or occurrences which could not be reasonably anticipated; or unavoidable casualties; or by any pandemic, international, national or regional health crisis or condition or any federal, state or local directive, declaration of emergency or order to suspend, shut down or suspend business in general or the Work in particular resulting from said pande mic or crisis, that impacts the provision of labor or interferes with VEREGY’s or any of VEREGY’s subcontractor’s ability to procure materials, supplies or equipment, or that otherwise disrupts or shuts down the jobsite, either temporarily or for an extend ed duration (“Pandemic Delay”); or any other problem beyond VEREGY's reasonable control (an "Excusable Delay"), then the time for performance of the obligations affected by such Excusable Delay shall be extended by the period of any delay actually incurred as a result thereof. If any delay, or cumulative delays, within CUSTOMER's control, extends beyond ten (10) days, CUSTOMER shall reimburse VEREGY for all additional costs resulting therefrom. In the event of significant delay or price increase of material, or equipment occurring during the performance of the Agreement through no fault of VEREGY, the Contract Price, time of completion or contract requirements shall be equitably adjusted by change order in accordance with the procedures of the Agreement. A change in price of an item of material, equipment, or energy will be considered significant when the price of an item increases 15% between the date of this Agreement and the date of purchase. 5.3 VEREGY shall provide Delivery and Acceptance Certificates in a form acceptable to CUSTOMER and VEREGY (the "Delivery and Acceptance Certificates") for the Work provided pursuant to the Schedule identified in Attachment F. Upon receipt of each Delivery and Acceptance Certificate, CUSTOMER shall promptly inspect the Work performed by VEREGY identified therein and execute each such Delivery and Acceptance Certificate as soon as reasonably possible, but in no event later than ten (10) days after delivery of the same by VEREGY, unless CUSTOMER provides VEREGY with a written statement identifying specific material performance deficiencies that it wishes VEREGY to correct. VEREGY will use reasonably diligent efforts to correct all such material deficiencies and will give written notice to CUSTOMER when all such items have been corrected. The Parties intend that a final Delivery and Acceptance Certificate will be executed for the Work as soon as all Work is installed and operating. Execution and delivery by CUSTOMER of such final Delivery and Acceptance Certificate with respect to the Work shall constitute "Final Acceptance" of such Work performed by VEREGY pursuant to the Installation Schedule. ARTICLE 6 PRICE AND PAYMENT 6.1 Price 6.1.1 The price for the Work is TWO MILLION THREE HUNDRED NINETY THOUSAND NINE HUNDRED DOLLARS ($2,390,900.00), subject to the adjustments set forth in Articles 5 and 7. 6.1.2 The project shall be invoiced on a monthly basis for the work completed and equipment ordered for the project. These progress invoices shall be submitted on the last day of each month. All invoices shall be billed in (30) days. Upon execution of this contract, VEREGY will invoice for 7% of the total contract amount, for a total of ONE HUNDRED SIXTY-SEVEN THOUSAND THREE HUNDRED SIXTY-THREE DOLLARS ($167,363), to meet FEOC compliance. Combined invoices shall not exceed ONE MILLION FOUR HUNDRED THOUSAND DOLLARS ($1,400,000) before June 30, 2027, to comply with CUSTOMER’S FY27 budget. The remaining amount due, EIGHT HUNDRED TWENTY - Meeting Packet Page 103 of 292 7 THREE THOUSAND FIVE HUNDRED THIRTY-SEVEN DOLLARS ($823,537) is to be invoiced after July 1, 2027, to comply with CUSTOMER’S FY28 budget, on a monthly basis, until project completion. 6.1.3 The price is based upon laws, codes, and regulations in existence as of the date this Agreement is executed. Any changes in or to applicable laws, codes and regulations affecting the cost of the Work shall be the responsibility of CUSTOMER and shall entitle VEREGY to an equitable adjustment in the price and schedule. 6.1.4 The price will be modified for delays caused by CUSTOMER and for Changes in the Work, all pursuant to Article 7. 6.1.5 The license fees for all licensed software are included in the price to be paid by CUSTOMER as identified in this Article 6. 6.1.5 If, at any time, CUSTOMER requests overtime work which requires overtime or premium pay, VEREGY shall be entitled to add such premium or overtime pay to the Contract Price, plus VEREGY’s overhead and profit. 6.1.6 The Contract Price does not include the items of work specifically excluded in Attachment A. If CUSTOMER requests VEREGY to perform any of the work expressly excluded in said Attachment, the cost for this additional work, plus VEREGY’s overhead and profit, shall be added to the Contract Price. 6.1.7 If, before or during the performance of this Agreement or at any time after the completion of the Project, any tariffs, duties, taxes, levies, fines, or other similar charges (collectively, “Imposed Charges”) are enacted, increased, or otherwise assessed due to changes in laws, regulations, or government actions, and such Imposed Charges directly or indirectly increase VEREGY’s costs related to the Project, VEREGY reserves the right to recover such additional costs from CUSTOMER. VEREGY shall provide CUSTOMER with written notice of the Imposed Charges. CUSTOMER agrees to reimburse VEREGY for such additional costs within [30] days of receiving notice, which may be invoiced separately or incorporated into the final project reconciliation, if applicable. This S ection applies whether the Imposed Charges are incurred directly by VEREGY or through its suppliers, subcontractors, or other third parties and regardless of whether the charges are assessed before, during, or after the completion of the Project. 6.2 Payment 6.2.1 Upon execution of this Agreement, CUSTOMER shall pay or cause to be paid to VEREGY the full price for the Work, in accordance with the Payment Schedule, Attachment C. Payment shall be made net forty-five (45) days of invoice date. 6.2.2 Payments due and unpaid shall bear interest from the date payment is due at the rate of 1 ½% per month, compounded monthly. In the event that CUSTOMER failed to pay VEREGY any sums due, CUSTOMER shall pay VEREGY all attorney’s fees incurred by VEREGY in collecting amounts owed to VEREGY under this Agreement. If a progress payment is not paid by the due date, VEREGY reserves the right (without further notice) to immediately stop work until the progress payment then due is made, increased by the amount of VEREGY’s costs of shutdown, delay and startup and, in such event, VEREGY will not be liable or responsible for any damages, costs or delays whatsoever due to such work stoppage. VEREGY reserves the right (without further notice) to terminate this Agreement altogether if work is stopped for thirty (30) or more days (whether or not consecutive days) because of a failure to make progress payments, and, in such event, also reserves the right to recover payment for all work executed and losses from stoppage of t he work including reasonable overhead and profit. ARTICLE 7 CHANGES IN THE PROJECT 7.1 A Change Order is a written order signed by CUSTOMER and VEREGY authorizing a change in the Work or adjustment in the price, or a change to the Installation Schedule described in Attachment B. Each Change Order shall Meeting Packet Page 104 of 292 8 describe the change in the work, the amount of adjustment, if any, to the Contract Price, and the extent of any adjustment to the completion date. 7.2 CUSTOMER may request VEREGY to submit proposals for changes in the Work. Unless otherwise specifically agreed to in writing by both Parties, if VEREGY submits a proposal pursuant to such request but CUSTOMER chooses not to proceed, CUSTOMER shall issue a Change Order to reimburse VEREGY for any and all costs incurred in preparing the proposal. 7.3 Claims for Concealed or Unknown Conditions The Contract Price has been based on normal site conditions, without allowance for any additional work that might be caused by uncontemplated site conditions. If conditions are encountered at the site that are (1) subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract Documents, or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions are disturbed and in no event later than twenty - one (21) days after first observance of the conditions, and, if appropriate, an equitable adjustment to the Contract Price and Installation Schedule shall be made by a Change Order. Said adjustment in Contract Price shall include VEREGY’s overhead and profit. If agreement cannot be reached by the Parties, the party seeking an adjustment in the Price or Installation Schedule may assert a claim in accordance with Paragraph 7.4 . 7.4 If VEREGY wishes to make a claim for an increase in the Contract Price or an extension in the Installation Schedule it shall give CUSTOMER written notice thereof within fourteen (14) days after the occurrence of the event giving rise to such claim. This notice shall be given by VEREGY before proceeding to execute the Work, except in an emergency endangering life or property, in which case VEREGY shall have the authority to act, in its discretion, to prevent threatened damage, injury or loss. Claims arising from delay shall be made within a reasonable time after the delay. Increases based upon design and estimating costs with respect to possible changes requested by CUSTOMER shall be made within a reasonable time after the decision is made not to proceed with the change. No such claim shall be valid unless so made. If CUSTOMER and VEREGY cannot agree on the amount of the adjustment in the Price, or the Installation Schedule, it shall be determined pursuant to the provisions of Article 12. Any change in the Price or the Installation Schedule resulting from such claim shall be authorized by Change Order. 7.5 Emergencies In any emergency affecting the safety of persons or property, VEREGY shall act, at its discretion, to prevent threatened damage, injury, or loss. Any increase in the Price or extension of time claimed by VEREGY on account of emergency work shall be determined as provided in Section 7.4. 7.6 Minor Changes VEREGY shall, without CUSTOMER’s approval, have the authority to make minor changes in the Work so long as they do not result in a material alteration or modification or cause an adjustment to the Contract Price or an extension of the Contract Time. Prior to making any minor changes to the Work, VEREGY shall notify CUSTOMER’s representative who shall have the authority to approve or disapprove of the minor change. Should CUSTOMER’s representative fail to approve or disapprove of the minor change within five (5) days of said request, then VEREGY may make the minor change. ARTICLE 8 INSURANCE, INDEMNITY, WAIVER OF SUBROGATION, AND LIMITATION OF LIABILITY 8.1 Indemnity 8.1.1 VEREGY agrees to indemnify and hold CUSTOMER, and CUSTOMER’s consultants, agents and employees harmless from all claims for bodily injury and property damages [other than the Work itself and other property insured under Paragraph 8.4] to the extent such claims result from or arise under VEREGY’s negligent actions or willful misconduct in its performance of the Work, nothing in this article shall be construed or understood to alter the limitations of liability contained in this article, article 2, or the indemnifi cation contained in section 3.8. Except as otherwise provided herein, Meeting Packet Page 105 of 292 9 VEREGY’s obligation, if any, to indemnify the CUSTOMER does not extend to losses sustained in whole or in part as a result of the CUSTOMER’s (or its agent’s) acts or omissions. 8.1.2 CUSTOMER shall indemnify and hold harmless VEREGY and VEREGY's consultants, agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of, or resulting from, any act or omission of CUSTOMER or CUSTOMER's contractors, consultants, agents or employees. 8.1.3 CUSTOMER shall require any other contractor who may have a contract on this project with CUSTOMER to perform work in the areas where Work will be performed under this Agreement to agree to indemnify CUSTOMER and VEREGY and hold them harmless from all claims for bodily injury and property damage [other than property insured under Paragraph 8.4] that may arise from that contractor's operations. Such provisions shall be in a form satisfactory to VEREGY. 8.2 Contractor's Liability Insurance 8.2.1 VEREGY shall purchase and maintain such insurance as will protect it from claims that may arise out of or result from VEREGY's operations under this Agreement. 8.2.2 The Commercial General Liability Insurance shall include premises-operations (including explosion, collapse and underground coverage), elevators, independent contractors, completed operations, and blanket contractual liability on all written contracts, all including broad form property damage coverage. 8.2.3 VEREGY's Commercial General and Automobile Liability Insurance, as required by Subparagraphs 8.2.1 and 8.2.2, shall be written for not less than limits of liability as follows: (a) Commercial General Liability Combined Single Limit $ 1,000,000 Each Occurrence $ 2,000,000 Product & Completed Operations Aggregate $ 2,000,000 General Aggregate Other Than Products & Completed Operations (b) Commercial Automobile Liability Combined Single Limit $ 1,000,000 Each Occurrence 8.2.4 VEREGY shall maintain at all times during the performance of the Work and Services hereunder, Workman’s Compensation Insurance in accordance with the laws of the State in which the Work is performed. 8.3. CUSTOMER's Liability Insurance 8.3.1 CUSTOMER shall be responsible for purchasing and maintaining its own liability insurance and, at its option, may purchase and maintain such insurance as will protect it against claims that may arise from operations under this Agreement. 8.4 Insurance to Protect Project 8.4.1 CUSTOMER shall purchase and maintain all risk full cost replacement property insurance in a form acceptable to VEREGY for the length of time to complete the Project. This insurance shall include as named additional insureds VEREGY and VEREGY’s Subcontractors and Sub-subcontractors and shall include, at a minimum, coverage for fire, windstorm, flood, earthquake, theft, vandalism, malicious mischief, transit, collapse, testing, and damage resulting from defective design, workmanship, or material. CUSTOMER will increase limits of coverage, if necessary, to reflect estimated replacement costs. CUSTOMER will be responsible for any co -insurance penalties or deductibles. If the Work covers an addition to or is adjacent to an existing building, VEREGY and it s Subcontractors and Sub-subcontractors shall be named additional insureds under CUSTOMER’s Property Insurance covering such building and its contents . Meeting Packet Page 106 of 292 10 8.4.1.1 If CUSTOMER finds it necessary to occupy or use a portion or portions of the Facilities prior to Substantial Completion thereof, such occupancy shall not commence prior to a time mutually agreed to by CUSTOMER and VEREGY and to which the insurance company or companies providing the property insurance have consented by endorsement to the policy or policies. This insurance shall not be canceled or lapsed on account of such partial occupancy. Consent of VEREGY and of the insurance company or companies to such occupancy or use shall not be unreasonably withheld. 8.4.2 CUSTOMER shall purchase and maintain such insurance as will protect CUSTOMER and VEREGY against loss of use of CUSTOMER's property due to those perils insured pursuant to Subparagraph 8.4.1 .1. Such policy will provide coverage for expenses of expediting materials, continuing overhead of CUSTOMER and VEREGY, necessary labor expense including overtime, loss of income by CUSTOMER and other determined exposures. Exposures of CUSTOMER and VEREGY shall be determined by mutual agreement and separate limits of coverage fixed for each item. 8.4.3 CUSTOMER shall provide Certificate(s) of Insurance to VEREGY. All insurance coverage(s) must be with a carrier rated A or better by one of the National Insurance Rating Agencies such as A.M. Best. VEREGY will be given sixty (60) days’ notice of cancellation, non-renewal, or any endorsements restricting or reducing coverage. 8.5 Property Insurance Loss Adjustment 8.5.1 Any insured loss shall be adjusted with CUSTOMER and VEREGY and made payable to CUSTOMER and VEREGY as trustees for the insureds, as their interests may appear, subject to any applicable mortgagee clause. 8.5.2 Upon the occurrence of an insured loss, monies received will be deposited in a separate account and the trustees shall make distribution in accordance with the agreement of the Parties in interest, or in the absence of such agreement, in accordance with an arbitration award pursuant to Article 12. If the trustees are unable to agree between themselves on the settlement of the loss, such dispute shall also be submitted to arbitrat ion pursuant to Article 12. 8.6 Waiver of Subrogation 8.6.1 CUSTOMER and VEREGY waive all rights against each other, Architects and Engineers, Subcontractors and Sub-subcontractors for damages caused by perils covered by insurance provided under Paragraph 8.4, except such rights as they may have to the proceeds of such insurance held by CUSTOMER and VEREGY as trustees. VEREGY may require similar waivers from all Subcontractors and Sub -subcontractors. 8.6.2 CUSTOMER and VEREGY waive all rights against each other, Architects and Engineers, Subcontractor and Sub - subcontractors for loss or damage to any equipment used in connection with the Project, which loss is covered by any property insurance. VEREGY may require similar waivers from all Subcontractors and Sub -subcontractors. 8.6.3 CUSTOMER waives subrogation against VEREGY, Subcontractors and Sub -subcontractors on all property and consequential loss policies carried by CUSTOMER on adjacent properties and under property and consequential loss policies purchased for the Project after its completion. 8.6.4 If the policies of insurance referred to in this Paragraph 8.6 require an endorsement to provide for continued coverage where there is a waiver of subrogation, the owners of such policies will cause them to be so endorsed. 8.7 Limitation of Liability 8.7.1 In no event shall VEREGY be liable for any special, incidental, indirect, speculative, remote, or consequential damages arising from, relating to, or connected with the work, equipment, materials, or any goods or services provided hereunder. The CUSTOMER waives claims against VEREGY for consequential damages arising out of or relating to this Agreement. This waiver includes damages incurred by CUSTOMER for rental expenses, for losses of use, income, profit, financing, business, and reputation, and for loss of management or employee productivity or of the services of such persons. ARTICLE 9 TERMINATION OF THE AGREEMENT Meeting Packet Page 107 of 292 11 9.1 If VEREGY defaults in or fails or neglects to carry forward the Work in accordance with this Agreement, CUSTOMER may provide notice in writing of its intention to terminate this Agreement to VEREGY. If VEREGY, following receipt of such written notice, neglects to cure or correct the identified deficiencies within thirty (30) business days, CUSTOMER may provide a second written notice. If VEREGY has not, within thirty (30) business days after receipt of such notice, acted to remedy and make good such deficiencies, CUSTOMER may te rminate this Agreement and take possession of the site together with all materials thereon, and move to complete the Work itself expediently. If the unpaid balance of the contract sum exceeds the expense of finishing the Work, the excess shall be paid to VEREGY, but if the expense exceeds the unpaid balance, VEREGY shall pay the difference to CUSTOMER. 9.2 If CUSTOMER fails to make payments as they become due, or otherwise defaults or breaches its obligations under this Agreement, VEREGY may give written notice to CUSTOMER of VEREGY's intention to terminate this Agreement. If, within seven (7) days following receipt of such notice, CUSTOMER fails to make the payments then due, or otherwise fails to cure or perform its obligations, VEREGY may, by written notice to CUSTOMER, terminate this Agreement and recover from CUSTOMER payment for Work executed and for losses sustained for materials, tools, construction equipment and machinery, including but not limited to, reasonable overhead, profit and applicable damages. ARTICLE 10 ASSIGNMENT 10.1 Neither party to the Agreement shall assign this Agreement or sublet it as a whole without the written consent of the other party. Such consent shall not be reasonably withheld, except that VEREGY may assign to another party the right to receive payments due under this Agreement. VEREGY may enter into subcontracts for the Work without obtaining CUSTOMER’s consent. ARTICLE 11 MISCELLANEOUS PROVISIONS 11.1 The Table of Contents and headings in this Agreement are for information and convenience only and do not modify the obligations of this Agreement. 11.2 Confidentiality. As used herein, the term “CONFIDENTIAL INFORMATION” shall mean any information in readable form or in machine readable form, including software supplied to CUSTOMER by VEREGY that has been identified or labeled as “Confidential” and/or “Proprietary” or with words of similar import. CONFIDENTIAL INFORMATION shall also mean any information that is disclosed orally and is designated as “Confidential” and/or “Proprietary” or with words of similar import at the time of disclosure and is reduced to writing, marked as “Confidential” and/or “Proprietary” or with words of similar import, and supplied to the receiving party within ten (10) days of disclosure. All rights in and to CONFIDENTIAL INFORMATION and to any proprietary and/or novel features contained in CONFIDENTIAL INFORMATION disclosed are reserved by the disclosing party; and the party receiving such disclosure will not use the CONFIDENTIAL INFORMATION for any purpose except in the performance of this Agreement and will not disclose any of the CONFIDENTIAL INFORMATION to benefit itself or to damage the disclosing party. This prohibition includes any business information (strategic plans, etc.) that m ay become known to either party. Each party shall, upon request of the other party or upon completion or earlier termination of this Agreement, return the other party’s CONFIDENTIAL INFORMATION and all copies thereof. Notwithstanding the foregoing provisions, neither party shall be liable for any disclosure or use of information disclosed or communicated by the other party if the information: (a) is publicly available at the time of disclosure or later becomes publicly available other than through breach of this Agreement; or (b) is known to the receiving party at the time of disclosure; or (c) is subsequently rightfully obtained from a third party on an unrestricted basis; or (d) is approved for release in writing by an authorized representative of the disclosing party. Meeting Packet Page 108 of 292 12 (e) disclosure is required pursuant to a court issued subpoena or an Arizona Public Records request. In such event, CUSTOMER shall promptly notify VEREGY of the subpoena and/or records request so that VEREGY may take legal action to protect its CONFIDENTIAL INFORMATION. The obligation of this Article shall survive any expiration, cancellation, or termination of this Agreement. 11.3 If any provision is held illegal, invalid, or unenforceable, the remaining provisions of this Agreement shall be construed and interpreted to achieve the purposes of the Parties. 11.4 Risk of loss for all equipment and materials provided by VEREGY hereunder shall transfer to CUSTOMER upon final acceptance by CUSTOMER and title shall pass upon final acceptance or final payment by CUSTOMER to VEREGY, whichever occurs later. 11.5 Final notice or other communications required or permitted hereunder shall be sufficiently given if personally delivered to the person specified below, or if sent by registered or certified mail, return receipt requested, postage prepai d, addressed as follows: To VEREGY: VEREGY 3312 E Broadway Rd, Phoenix, AZ 85040 Attention: Mr. Clayton Boop, Vice President, Operations To CUSTOMER: Town of Fountain Hills 16705 E Avenue of the Fountains, Fountain Hills, AZ 85268 Attention: Mrs. Rachael Goodwin, Town Manager 11.6 Waiver. VEREGY’s failure to insist upon the performance or fulfillment of any of CUSTOMER’s obligations under this Agreement shall not be deemed or construed as a waiver or relinquishment of the future performance of any such right or obligation hereunder. 11.7 If any provision of this Agreement or the application thereof to any circumstances shall be held to be invalid or unenforceable, then the remaining provisions of this Agreement or the application thereof to other circumstances shall not be affected hereby and shall be valid and enforceable to the fullest extent permitted by law. 11.8 Performance/Payment Bond. VEREGY shall furnish a performance bond and payment bond covering the construction of the work in an amount equal to the contract price prior to commencement of work in a form acceptable to CUSTOMER. 11.9 This bond covers only the performance and payment exposure associated with the performance of the construction portion of the work. The energy savings, additional savings, guaranteed savings, savings shortfalls are not under any circumstances covered under this bond or an obligation that the surety is responsible for. 11.10 Ambiguities. The Parties have each had the opportunity to review and negotiate the terms of this Agreement, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. 11.11 Headings. The section headings contained herein are intended for convenience and reference only and are not a part of this Agreement. 11.12 Authority to Enter into this Contract. The persons signing the Agreement on behalf of the Parties are authorized to execute and accept contracts of this nature. 11.13 CUSTOMER Representations. To the extent applicable, the CUSTOMER warrants that it has the necessary power and authority to enter into this Agreement and this Agreement has been duly authorized by its duly elected representatives. This Agreement is a legal, valid, and binding obligation of the CUSTOMER. Meeting Packet Page 109 of 292 13 11.14 IRA Assistance. VEREGY shall provide administrative and technical support to the Customer for the purpose of applying for and obtaining eligible clean energy tax credits through the Inflation Reduction Act's (IRA) "direct payment" (also known as "elective pay") program. The services will cover the eligible projects set forth in this Agreement. 11.14.1 Foreign Entity of Concern (FEOC) Material Assistance Compliance. VEREGY has performed commercially reasonable due diligence to ensure that equipment and materials incorporated into the Project comply with Foreign Entity of Concern (FEOC) requirements, to the extent necessary to preserve eligibility for Investment Tax Credit (ITC) and IRA-related incentives, including the Domestic Content Bonus Credit for domestic solar content with greater than 50% domestic material. VEREGY shall provide documentation of such compliance where required for tax credit qualification. 11.14.2 Assessment of Eligibility: VEREGY will review the Customer's planned clean energy projects to confirm eligibility for IRA tax credits under sections 48 (Investment Tax Credit) and other applicable provisions. 11.14.3 Registration with the IRS: VEREGY will assist the Customer in completing the mandatory IRS pre-filing registration to obtain a registration number for each clean energy project. 11.14.3 Documentation Support: VEREGY will gather and prepare the necessary documentation to support the direct payment claim, which may include project cost data, installation details, and evidence of compliance with prevailing wage and apprenticeship requirements, if applicable. 11.14.4 Application Preparation and Filing: VEREGY will assist the Customer in preparing and filing any required forms. 11.14.5 Enhancement Analysis: VEREGY will provide an analysis of potential bonus credits related to domestic content, energy communities, or low-income communities, and assist in documenting compliance. 11.14.6 No Tax Advice: The Customer acknowledges that VEREGY is not providing tax or legal advice. 11.14.7 No Price or Schedule Relief. Any failure, delay, reduction, or loss of tax credits, direct payments, or other incentives (including ITC/IRA benefits) shall not increase or decrease the Price or extend or reduce the Contract Time. 11.14.8 Notice and Mitigation. VEREGY shall promptly notify the Customer in writing of any written notice, inquiry, audit, or other communication from the Internal Revenue Service or the U.S. Department of the Treasury that could reasonably be expected to affect the Customer’s eligibility for, or the timing or amount of, any such tax credit or direct payment, and shall cooperate with the Customer, at no additional cost to the Customer, in providing reasonable supplemental information and documentation in support of the Customer’s position, to the extent such cooperation is within VEREGY’s control and does not require VEREGY to provide tax or legal advice. ARTICLE 12 ARBITRATION 12.1 The Parties agree that any controversy or claim between VEREGY and CUSTOMER arising out of or relating to this Agreement, or the breach thereof, shall be settled by first mediation by the selection of a mediator agreed to by the parties; secondly, if no mediated agreement can be reached by arbitration, conducted in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association at a location specified by VEREGY in the State of Arizona. Any award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 13 LIMIT OF LIABILITY – FIRE AND/OR SECURITY SYSTEMS 13.1 The Parties agree that VEREGY in not an insurer; that the fire and/or security system and/or Service purchased herein is designed only to reduce the risk of loss; that CUSTOMER chose such system and/or Service from several levels of protection offered by VEREGY; that VEREGY will not be held liable for any loss, whether in tort or contract, which may arise from the failure of the system and/or Service; and that customer will indemnify, defend and save VEREGY harmless from any and all loss, claims, actio ns, causes of actions or expense, including attorneys' fees, arising from the actual or alleged malfunction or nonfunction of the system and/or service. The Parties further agree that this Agreement shall not confer any rights on the part of any person or entity not a party hereto, whether as a third -party beneficiary or otherwise. Because it is extremely difficult to assess actual damages arising from the failure of a system and/or service, the Parties agree that if any liability is imposed on VEREGY for damages or personal injury to either customer or any third party, such Meeting Packet Page 110 of 292 14 liability shall be limited to an aggregate amount not to exceed the value of the system installed. This sum shall be paid either as (i) liquidated damages and not as a penalty, or (ii) a limitation of liability agreed upon by the Parties. No suit or action shall be brought against VEREGY more than two (2) years after the accrual of the cause of action thereof. ARTICLE 14 SUBSEQUENT PHASES OF WORK 14.1 Additions and modifications to this Agreement may be made upon the mutual agreement of both Parties in writing. The Parties contemplate that such modifications may include but are not limited to the installation of additional improvement measures, energy conservation measures, facility improvement measures and operational efficiency improvements or furnishing of addition al services within the identified facilities, as well as other facilities owned and operated by the Customer. If the Work is divided into phases or individual projects for which individual prices have been negotiated, then separate Commencement Dates shall apply to each phase or individual project. These projects, modifications, and modifications to the original scope of Work or Services and may be included as addendums to the Master Agreement. APPROVALS: The Parties hereby execute this Agreement as of the date first set forth herein by the signatures of their duly authorized representatives: VEREGY Town of Fountain Hills By By Name Mr. Clayton Boop Name Mrs. Rachael Goodwin Title Vice President, West Region Title Town Manager Date Date June 16, 2026 Attested To: By Title Town Clerk Date June 16, 2026 Meeting Packet Page 111 of 292 15 ATTACHMENT A SCOPE OF WORK Carport Solar PV System This document outlines the development plan for the construction of carport photovoltaic (PV) systems at two designated sites within the Town of Fountain hills. The scope of work is based on the design provided by Veregy, as detailed in the attached prelim inary site layout and single-line diagram. 1. Town Hall • Execute geotechnical study, utility locating, title reports, CAD-based site survey, private locating and blue stake services for underground work. • Obtain approvals from the town on the layout for permitting after the aforementioned due diligence is completed. • Procure and install photovoltaic equipment, including modules (357) Znshine ZMX7 -SHLD144, (3) SMA Tripower X-US [(1) Tripower X 50kW, (2) Tripower X 62.5kW], Light Level DAS monitoring system, all electrical equipment, steel columns, purlins and foundation s as determined by engineering and shown in preliminary single line diagrams. • Procure and install all AC equipment as determined by engineering and shown on final single line diagram, including a 400A/480V fused utility disconnect, 400A/480V non -fused service disconnect, 400A/480V meter socket, 400A/480V combiner panel, and point of interconnection equipment. Utility meter to be furnished and installed by Salt River Project (SRP). • Project management and site supervision for the duration of construction. • Furnish and install required AC conduit, cabling, terminations, third party hi -pot testing and special inspections as required by local authority having jurisdiction (Town of Fountain Hills) and SRP. • Furnish and install all DC wiring and stringing. • Furnish and install canopy light fixtures, conduit, cabling, terminations, and testing in parking lots to maintain code minimum light levels. Demolition of (3) light poles. Veregy will ensure circuit continuation to other light poles. • Grounding and labeling of equipment and conduits per NEC and Town of Fountain Hills requirements. • Verify UL Certification on switchgear after the interconnection, obtain re-certification as directed from SRP and Town of Fountain Hills for line side interconnection. • Furnish and install 9’ minimum clearance parking canopies with wide flange beam post and painted beams. Provide inverter connections to columns and panel connections to purlins. • Furnish concrete for 16-foot-deep foundations (not to exceed 30-inch diameter) maximum for each column. • Restore landscaping and irrigation to its original condition, except for tree trimming and removal. • Trim or removal of (5) trees that have been determined to affect the solar production due to shading. • Sawcut, removal and off-site haul away of concrete and asphalt as necessary for this scope of work. • Restripe and replace asphalt, concrete sidewalks or other concrete work within this scope of work. • Plan for on-site storage and rental equipment. Veregy will work with the town to utilize a central storage location based on availability. • Provide temporary toilets, dumpsters, and fencing around carport canopy during construction. 2. Community Center • Execute geotechnical study, utility locating, title reports, CAD-based site survey, private locating and blue stake services for underground work. • Obtain approvals from the town on the layout for permitting after the aforementioned due diligence is completed. • Procure and install photovoltaic equipment, including modules (720) Znshine ZMX7 -SHLD144, (5) SMA Tripower X-US [(2) Tripower X 70kW], Light Level DAS monitoring system, all electrical Meeting Packet Page 112 of 292 16 equipment, steel columns, purlins and foundations as determined by engineering and shown in preliminary single line diagrams. • Procure and install all AC equipment as determined by engineering and shown on final single line diagram, including a 600A/480V fused utility disconnect, 600A/480V non -fused service disconnect, 600A/480V meter socket, 600A/480V combiner panel, and point of interconnection equipment. Utility meter to be furnished and installed by Salt River Project (SRP). • Project management and site supervision for the duration of construction. • Furnish and install required AC conduit, cabling, terminations, third party hi -pot testing and special inspections as required by local authority having jurisdiction (Town of Fountain Hills) and SRP. • Furnish and install all DC wiring and stringing. • Furnish and install canopy light fixtures, conduit, cabling, terminations, and testing in parking lots to maintain code minimum light levels. Demolition of (6) light poles. Veregy will ensure circuit continuation to other light poles. • Grounding and labeling of equipment and conduits per NEC and Town of Fountain Hills requirements. • Verify UL Certification on switchgear after the interconnection, obtain re-certification as directed from SRP and Town of Fountain Hills for line side interconnection. • Furnish and install 9’ minimum clearance parking canopies with wide flange beam post and painted beams. Provide inverter connections to columns and panel connections to purlins. • Furnish concrete for 16-foot-deep foundations (not to exceed 30-inch diameter) maximum for each column. • Restore landscaping and irrigation to its original condition, except for tree trimming and removal. • Trim or removal of (11) trees that have been determined to affect the solar production due to shading. • Sawcut, removal and off-site haul away of concrete and asphalt as necessary for this scope of work. • Restripe and replace asphalt, concrete sidewalks or other concrete work within this scope of work. • Plan for on-site storage and rental equipment. Veregy will work with the town to utilize a central storage location based on availability. • Provide temporary toilets, dumpsters, and fencing around carport canopy during construction. Exclusions • Steel under decking for canopy. • Prevailing wages. • All spread footings for foundations. • All hard dig/drilling (Drilling into water or sand is considered hard dig). • Any unforeseen site conditions including underground utilities not marked or located by private locate/blue stake. • Painting of caissons. • Planting of any new trees or bushes. • Any switchgear upgrades SRP are required owned by SRP. • Any PV solar layout changes that need to be made to take into account easement conflicts, if discovered after due diligence is completed. Section 2 – Component Specifications • PV Modules: Znshine 555W ZXM7-SHLD144 or equivalent (datasheet attached below). • String Inverters: SMA TRIPOWER X 70kW/62.5/50kW or equivalent (datasheet attached below). Meeting Packet Page 113 of 292 17 Meeting Packet Page 114 of 292 18 Meeting Packet Page 115 of 292 19 Meeting Packet Page 116 of 292 20 Meeting Packet Page 117 of 292 21 Meeting Packet Page 118 of 292 22 Meeting Packet Page 119 of 292 23 Meeting Packet Page 120 of 292 24 Meeting Packet Page 121 of 292 25 Meeting Packet Page 122 of 292 26 Meeting Packet Page 123 of 292 27 Meeting Packet Page 124 of 292 28 Meeting Packet Page 125 of 292 29 Meeting Packet Page 126 of 292 30 Meeting Packet Page 127 of 292 31 Meeting Packet Page 128 of 292 32 Meeting Packet Page 129 of 292 33 Meeting Packet Page 130 of 292 34 Meeting Packet Page 131 of 292 35 INSTALLATION SCHEDULE To be finalized in coordination with the Customer and the VEREGY Project Manager after the execution date of this contract. Meeting Packet Page 132 of 292 36 ATTACHMENT C PAYMENT SCHEDULE 1. The following is the payment schedule for the project. Construction of the Project The project shall be invoiced on a monthly basis for the work completed and equipment ordered for the project. These progress invoices shall be submitted on the last day of each month. All invoices shall be billed as net fourty-five (45) days. A mobilization fee will be due upon contract execution for 7% of the contract price for a total of One Hundred Sixty-Seven Thousand Three Hundred Sixty-Three Dollars ($167,363.00). Combined invoices from VEREGY shall not exceed One Million Four Hundred Thousand Dollars ($1,400,000.00) between July 1, 2026, and June 30, 2027, to comply with Customer’s FY 2026-27 budget. The balance amount of Eight Hundred Twenty-Three Thousand Five Hundred Thirty-Seven Dollars ($823,537.00) is to be invoiced by VEREGY after July 1, 2027, to comply with CUSTOMER’S FY2027-28 budget. Measurement & Verification Fees: VEREGY will provide monthly energy usage monitoring and annual reporting for the term of this contract. Reporting will begin a year after the completion of construction. Customer agrees to pay the annual Measurement & Verification fee as provided for below with respect to such agreed upon services. The CUSTOMER may cancel the Measurement and Verification services described herein in any given year prior to the end of term. In the event that CUSTOMER cancels the Measurement and Verification services, then the guarantee, as described in ENERGY GUARANTEE AND SCHEDULE OF SAVINGS, Attachments D & E, shall be agreed to have been achieved for the entire term of the project. CUSTOMER may cancel said services by notifying VEREGY in writing of the same. Meeting Packet Page 133 of 292 37 YEAR Annual M & V Fee 1 $4,455 2 $4,611 3 $4,772 4 $4,939 5 $5,112 6 $5,291 7 $5,476 8 $5,668 9 $5,866 10 $6,072 11 $6,284 12 $6,504 13 $6,732 14 $6,967 15 $7,211 Meeting Packet Page 134 of 292 38 ATTACHMENT D ENERGY GUARANTEE 1. DEFINITIONS When used in this Agreement, the following capitalized words shall have the meanings ascribed to them below: "Baseline Period" is the period of time which defines the Baseline Usage and is representative of the facilities' operations, consumption, and usage that is used as the benchmark for determining cost avoidance. "Baseline Usage or Demand" the calculated or measured energy usage (demand) by a piece of equipment or a site prior to the implementation of the ECMs. Baseline physical conditions, such as equipment counts, nameplate date, and control strategies, will typically be determined through surveys, inspections, and/or metering at the site. "Energy and Operational Cost avoidance Guarantee Practices" are those practices identified in Attachment E, intended to achieve avoided costs in energy and/or operating expenses. "Energy Costs” may include the cost of electricity and fuels to operate HVAC equipment, facility mechanical and lighting systems, and energy management systems, and the cost of water and sewer usage, as applicable. "ECM" the Energy Conservation Measure (ECM) is the installation of equipment or systems, or modification of equipment or systems as described in Attachment A. "Facilities" shall mean those buildings where the energy and operational cost savings will be realized. "F.E.M.P." shall mean the Federal Energy Management Program of the U.S. Department of Energy and its Measurement and Verification Guidelines for Federal Energy Projects (DOE/GO -10096-248, February 1996, or later versions). The F.E.M.P. guidelines classify measurement and verification approaches as Option A, Option B, Option C, and Option D. The F.E.M.P. guidelines are based on the International Performance Measurement and Verification Protocol (I.P.M.V.P.) and was written to be fully consistent with it. It is intended to be used by Federal procurement teams consisting of contracting and technical specialists. The focus of F.E.M.P. guidelines is on choosing the M&V option and method most appropriate for specif ic projects. "Financing Document" refers to that document executed between CUSTOMER and a third -party financing entity providing for payments from CUSTOMER third-party financing entity. "Final Project Acceptance" refers to the CUSTOMER acceptance of the installation of the ECMs as described in Attachment A. "First Guarantee Year" is defined as the period beginning on the first (1st) day of the month following the date of Final Retrofit Acceptance of the Work installed and ending on the day prior to the first (1 st) anniversary thereof. "Guarantee Period" is defined as the period beginning on the first (1 st) day of the First Guarantee Year and ending on the last day of the final Guarantee Year. "Guarantee Year" is defined as the First Guarantee Year and each of the successive twelve (12) month periods commencing on the anniversary of the commencement of the First Guarantee Year throughout the Term of this Agreement. "Guaranteed Savings" is defined as the amount of avoided Energy and Operational Costs necessary to pay for the cost of the Work incurred by CUSTOMER in each Guarantee Year (as identified in Section 3.1 hereof). "I.P.M.V.P." International Performance Measurement and Verification Protocol (July 1997, or later version) provides an overview of current best practice techniques available for measurement and verification of performance contracts. This docum ent is the basis for the F.E.M.P. protocol and is fully consistent with it. The techniques are classified as Option A, Option B, Option C, and Option D. Meeting Packet Page 135 of 292 39 "Measurement and Verification Plan" (M&V Plan) is defined as the plan providing details on how the Guarantee Savings will be verified. "Operational Costs" shall include the cost of operating and maintaining the facilities, such as, but not limited to, the cost of inside and outside labor to repair and maintain Covered Systems and Equipment, the cost of custodial supplies, the cost of replacement parts, the cost of deferred maintenance, the cost of lamp and ballast disposal, and the cost of new capital equipment. "Option A" is a verification approach that is designed for projects in which the potential to perform needs to be verified, but the actual performance can be stipulated based on the results of the "potential to perform and generate savings" verification and engineering calculations. Option A involves procedures for verifying that: • Baseline conditions have been properly defined; and • The equipment and/or systems that were contracted to be installed have been installed; and • The installed equipment components or systems meet the specifications of the contract in terms of quantity, quality, and rating; and • The installed equipment is operating and performing in accordance with the specifications in the contract and meeting all functional tests; and • The installed equipment components or systems continue, during the term of the contract, to meet the specifications of the contract in terms of quantity, quality and rating, and operation and functional performance. "Option B" is for projects in which the potential to perform and generate Savings needs to be verified; and actual performance during the term of the contract needs to be measured (verified). Option B involves procedures for verifying the same items a s Option A plus verifying actual achieved energy savings during the term of the contract. Performance verification techniques involve engineering calculations with metering and monitoring. "Option C" is also for projects in which the potential to perform needs to be verified and actual performance during the term of the contract needs to be verified. Option C involves procedures for verifying the same items as Option A plus verifying actu al achieved energy savings during the term of the contract. Performance verification techniques involve utility whole building meter analysis and/or computer simulation calibrated with utility billing data. "Option D" is a verification technique where calibrated simulations of the baseline energy use and/or calibrated simulations of the post-installation energy consumption are used to measure Savings for the Energy Conservation Measures. Option D can involve measurements of energy use both before and after the Retrofit for specific equipment or energy end use as needed to calibrate the simulation program. Periodic inspections of the equipment may also b e warranted. Energy consumption is calculated by developing calibrated hourly simulation models of whole-building energy use, or equipment sub-systems in the baseline mode and in the post-installation mode and comparing the simulated annual differences for either an average year or for conditions that correspond to the specific year during either the baseline or post-installation period. "Retrofit" is the work provided by VEREGY as defined by the "ECMs". "Savings" is defined as avoided, defrayed, or reallocated costs. "Term" shall have the meaning as defined in Section 2 hereof. "Total Guarantee Year Savings" is defined as the summation of avoided Energy and Operational Costs realized by facilities in each Guarantee Year as a result of the Retrofit provided by VEREGY as well as Excess Savings, if any, carried forward from previous years. 2. TERM AND TERMINATION 2.1 Guarantee Term. The Term of this Guarantee Period shall commence on the first (1st) day of the month following the date of Final Project Acceptance of the Work installed pursuant to this agreement and shall terminate at the end of the Guara ntee Period unless terminated earlier as provided for herein. The Term of this Guarantee Period is defined in Section 1 of Attachment E. Meeting Packet Page 136 of 292 40 2.2 Guarantee Termination. Should this Agreement be terminated in whole or in part for any reason prior to the end of the Term, the Guaranteed Savings for the Guarantee Year in which such termination becomes effective shall be prorated as of the effective date of such termination, with a reasonable adjustment for seasonal fluctuations in Energy and Operational Costs, and the Guaranteed Savings for all subsequent Guarantee Years shall be null and void. 3. SAVINGS GUARANTEE 3.1 Guaranteed Savings. VEREGY guarantees to CUSTOMER that the identified Facilities will realize the total energy and operational cost avoidance through the combined value of all ECMs over the Term of the contract as defined in Section 1 o f Attachment E. In no event shall the savings guarantee provided herein exceed the total installation, maintenance, and financing costs for the Work under this Agreement. Notwithstanding any other provision of this Agreement required savings reconciliati on or verification, the Total Guarantee Year Savings in each Guarantee Year are stipulated and agreed to by both Parties to this Agreement to equal the Energy Costs and Operational Cost Avoidance amounts set forth in Attachment E (Schedule of Savings). 3.1.1 Additional Savings. Additional energy and/or operational cost avoidance that can be demonstrated as a result of VEREGY's efforts that result in no additional costs to CUSTOMER beyond the costs identified in this Agreement will be included in the guarantee savings reconciliation report for the applicable Guarantee Years(s). 3.1.2 Savings Prior to Final Retrofit Acceptance. All energy and operational cost avoidance realized by CUSTOMER that result from activities undertaken by VEREGY prior to Final Project Acceptance, including any utility rebates or other incentives earned as a direct result of the installed Energy Conservation Measures provided by VEREGY, will be applied toward the Guaranteed Savings for the First Guarantee Year. 3.1.3 Cumulation of Savings. The Guaranteed Savings in each Guarantee Year are considered satisfied if the Total Guarantee Year Savings for such Guarantee Year equals or exceeds the Retrofit and Support Costs for such Guarantee Year or the amount identified in Section 1 of Attachment E hereto. 3.1.4 OMITTED 3.1.5 Savings Shortfalls. In the event that the Total Guarantee Year Savings in any Guarantee Year is less than the Guaranteed Savings required for that Guarantee Year, after giving credit for any Excess Savings carried forward from previous Guarantee Years pursuant to Section 3.1.4. VEREGY shall, upon receipt of written demand from CUSTOMER, compensate CUSTOMER the amount of any such shortfall, limited by the value of the guarantee, within thirty (30) days. Resulting compensation shall be VEREGY's sole liability for any short fall in the Guaranteed Savings. 3.2 Savings Reconciliation Documentation. VEREGY will provide CUSTOMER with a guaranteed savings reconciliation report after the first Guarantee Year. CUSTOMER will assist VEREGY in generating the savings reconciliation report by providing VEREGY with copies of all bills pertaining to Energy Costs within two (2) weeks following the CUSTOMER's receipt thereof, together with access to relevant records relating to such Energy Costs. CUSTOMER will also assist VEREGY by permitting access to any maintenance records, drawings, or other data deemed necessary b y VEREGY to generate the said report. Data and calculations utilized by VEREGY in the preparation of its guarantee cost savings reconciliation report will be made available to CUSTOMER along with such explanations and clarifications as CUSTOMER may reasonably request. 3.2.1 Acceptance of Guarantee Reconciliation. At the end of each Guarantee Year the CUSTOMER will have forty-five (45) days to review the guaranteed savings reconciliation report and provide written notice to VEREGY of non-acceptance of the Guarantee Savings for that Guarantee Year. Failure to provide written notice within forty-five (45) days of the receipt of the guaranteed savings reconciliation report will deem it accepted by CUSTOMER.. 3.2.2 Guarantee Savings Reconciliation. Guarantee Savings will be determined in accordance with the methodology(s), operating parameters, formulas, and constants as described below and/or defined in Attachment E and/or additional methodologies defined by VEREGY that may be negotiated with CUSTOMER at any time. For reconciliation of Guarantee Savings employing the method of utility bill analysis consistent with F.E.M.P. Option C. Energy usage for the Facilities for such Guarantee Year will be summarized and compared with the adjusted Baseline Period energy usage for the Facilities through the use of energy accounting software. The difference between the adjusted Baseline Meeting Packet Page 137 of 292 41 Period energy usage and the Guarantee Year energy usage will be multiplied by the applicable energy rate as defined in Attachment E, to calculate the Energy Cost avoidance. Energy Cost avoidance may also include, but are not limited to, Savings from demand charges, power factor correction, taxes, ratchet charges, rate changes and other utility tariff charges that are reduced as a result of the VEREGY involvement. A Baseline Period will be specified (Section 1 of Attachment E) for the purpose of utility bill analysis. AND/OR for those energy audits employing the method consistent with I.P.M.V.P. and/or F.E.M.P. Options A and/or B: For each ECM, VEREGY will employ an M&V Plan which may be comprised of any or all of the following elements: 1. Pre-retrofit model of energy consumption or demand 2. Post-retrofit measured energy consumption 3. Post-retrofit measured demand and time-of-use 4. Post-retrofit energy and demand charges 5. Sampling plan 6. Stipulated Values The value of the energy savings will be derived from the measured data and engineering formulae included herein, and the applicable energy charges during each Guarantee Year. In some cases, energy usage and/or demand will be calculated from measured variables that directly relate to energy consumption, demand, or cost, such as, but not limited to, measured flow, temperature, current, voltage, enthalpy, or pressure. AND/OR for those energy audits employing the method consistent with I.P.M.V.P. and/or F.E.M.P. Option D: For each Energy Conservation measure, VEREGY will employ an M&V Plan which may be comprised of any or all of the following elements: 1. Pre-retrofit model of energy consumption or demand 2. Post-retrofit model of energy consumption or demand 3. Post-retrofit measured energy consumption 4. Post-retrofit measured demand and time-of-use 5. Post-retrofit energy and demand charges 6. Sampling Plan 7. Stipulated values The value of the energy savings will be derived from a calibrated simulation of either the whole building or of sub -systems in the building to determine the difference in the performance of the specific equipment being replaced. This method may entail as needed one-time measurements of the performance of the energy consuming systems in the building in order to calibrate the simulation model. Energy usage for the Facilities for such Guarantee Year will be derived through the use of simulation programs. 3.3 Operational Cost Avoidance. The agreed-upon Operational Cost Avoidance as described in Attachment E (Schedule of Savings) will be deemed realized and will begin to accrue on the date of the completion and acceptance of each Retrofit improvement. These Savings are representative of information provided by the CUSTOMER consisting of either whole or partial budgeted operational costs and as such, it is hereby understood and agreed that the CUSTOMER is wholly responsible for assuring that these budgeted Operational Costs are accurate and achievable. 3.4 Base Year Adjustments. Baseline Period shall be adjusted to reflect: changes in occupied square footage; changes in energy-consuming equipment; changes in the Facilities; changes in Energy and Operational Cost Avoidance Guarantee Practices adversely affecting energy consumption and/or demonstrated operational changes; changes in weather between the Baseline Period and the Guarantee Year; and documented or otherwise conclusively established metering errors for the Baseline Period and/or any Guarantee Year adversely affecting energy usage measurement. 3.4.1 Facility Operational Changes. Except in the case of emergencies CUSTOMER agrees it will not, without the consent of an Authorized Representative of VEREGY: make any significant deviations from the applicable Energy and Operational Cost Avoidance Guarantee Practices; put any system or item of equipment in a permanent "on" position, if the same would constitute Meeting Packet Page 138 of 292 42 a deviation from the applicable Energy and Operational Cost Avoidance Guarantee Practices; or assume manual control of any energy management system or item of equipment, if the same would constitute a deviation from the applicable Energy and Operational Cost Avoidance Guarantee Practices. 3.4.2 Hours and Practices. To achieve these energy savings, VEREGY and CUSTOMER agree upon the operating practices listed in Attachment E. 3.4.3 Activities and Events Adversely Impacting Savings. CUSTOMER shall promptly notify VEREGY of any activities known to CUSTOMER which adversely impact: VEREGY's ability to realize the Guaranteed Savings and VEREGY shall be entitled to reduce its Guaranteed Savings by the amount of any such adverse impact to the extent that such adverse impact is beyond VEREGY's reasonable control. 3.5 Guarantee Adjustment. VEREGY's Guaranteed Savings obligations under this Agreement are contingent upon: (1) CUSTOMER following the Energy and Operational Cost Avoidance Guarantee Practices set forth herein and in Attachment E; (2) no alterations or additions being made by CUSTOMER to any of the Covered systems and Equipment without prior notice to an agreement by VEREGY; (3) CUSTOMER sending all current utility bills to VEREGY within two (2) weeks after receipt by CUSTOMER, if CUSTOMER fails to provide current utility bills for a period of time in excess of six (6) months VEREGY may, at its sole discretion, deem the Guarantee Savings obligation met during that period and any successive periods, and (4) VEREGY's ability to render services not being impaired by circumstances beyond its control. To the extent CUSTOMER defaults in or fails to perform fully any of its obligations under this Agreement, VEREGY may, in its sole discretion, adjust its Guaranteed Savings obligation; provided, however, that no adjustment hereunder shall be effective unless VEREGY has first provided CUSTOMER with written notice of CUSTOMER's default(s) or failure(s) to perform and CUSTOMER has failed to cure its default(s) to perform within thirty (30) days after the date of such notice. The bond provided for the construction of the project only covers the performance of materials and workmanship for the completion of said construction work, not the energy guarantee. Meeting Packet Page 139 of 292 43 ATTACHMENT E SCHEDULE OF SAVINGS Savings Summary The total Avoided Energy, Operational and Related Capital Expenditure Costs over the Term of the Agreement are $2,560,533 as defined by the following: • Annual Avoided Energy Costs are not less than $81,691 as listed in 3. • Annual Avoided Operational Costs (IRA payment) are not less than $956,360 as listed in 3. • Annual Avoided Related Capital Expenditure Costs are $0 as listed in 3. The Term of this Agreement is for 15 years from the first (1st) day of the month following the date of Final Project Acceptance of the Work. 2. Energy Rates and Costs 2.1 Energy Rates. Actual Energy Rates are determined by reviewing current Energy Costs per unit of energy. VEREGY may escalate rates at an average of 4.5% annually or use the actual rates, whichever is greater, to determine total Avoided Energy Costs over the Term of this Agreement. The rates used for this Agreement are detailed in the table below. Meeting Packet Page 140 of 292 44 Energy Rates 2.2 Baseline Period Energy Use and Costs. The Baseline Period is defined as 2/1/25 to 2/1/26. The Baseline Period Energy Use and Costs for the Facilities are: Only electricity costs were included in the analysis above. 3. Guaranteed Savings VEREGY guarantees to CUSTOMER that the identified Facilities will realize the total Guaranteed Savings through the combined value of all ECMs over the Term of the Agreement. The total Guaranteed Savings in each Guarantee Year is verified as specified in this Agreement, and this verification method is agreed to by VEREGY and CUSTOMER. Avoided Operational and Future Costs as given below are calculated values based on industry standard information and inform ation provided by CUSTOMER and are agreed to values. No verification of Operational and Future Cost Savings is performed. Solar Rate ($/kWh) FOUNTAIN HILLS TOWN HALL $0.080 FOUNTAIN HILLS COMMUNITY CENTER $0.084 Property Name Electric Grand Totals EUI #Site Name Total Sq. Ft.$/SF Site Usage (kWh) Max Demand (kW) Average Demand (kW) Total Cost ($)$kBTU/ft2 1 FOUNTAIN HILLS TOWN HALL 31,706 1.68$ 435,479 180 87 53,247$ 53,247$ 46.86 2 FOUNTAIN HILLS COMMUNITY CENTER 41,700 2.88$ 977,083 372 188 119,982$ 119,982$ 79.95 102,695 1.96$ 1,622,308 639 323 201,080$ 201,080$ 53.90 Electricity Totals Meeting Packet Page 141 of 292 45 Energy Conservation Measures Savings Guarantee Table Facility ECM # ECM Description Energy Savings (Guaranteed) Avoided Energy Costs $ Guarantee kW kWh Gas Water kW $ kWh $ Gas $ Water $ Total Projected Energy Costs Savings $ % Guarantee Total Guaranteed Energy Costs Savings $ Town Hall & Community Center 1 PV Solar 992,266 $85,991 95 $81,691 Total 992,266 $85,991 95 $81,691 VEREGY and CUSTOMER agree that the total Avoided Energy Costs for each ECM over the term of the Agreement will be based on an escalation factor for the costs of utilities as given in 2.1. Avoided Operational Cost Savings. Operational Savings are based on the concepts given in the table below. The operational cost savings identified below are dee med satisfied upon Agreement execution. Avoided future cost savings are determined by the cost to implement this project over the term of the project. Operational Savings Methodology Table Facility ECM # ECM Description Operational Savings Concept Operational Savings $ Town Hall & Community Center 1 PV Solar IRA Payment $956,360 Total $956,360 Related Capital Expenditures. Related capital expenditures have been calculated as follows, subject to such amendments and adjustments as are made upon the execution of GUARANTEED ENERGY SERVICES AGREEMENT: N/A Meeting Packet Page 142 of 292 46 4. Reporting. VEREGY will provide CUSTOMER with a Guaranteed Savings Reconciliation Report(s) according to the schedule below. CUSTOMER will assist VEREGY in generating the savings reconciliation report by providing VEREGY with all information requested as identified in Section 3.2 of Attachment D. Data and calculations ut ilized by VEREGY in the preparation of its Guaranteed Savings Reconciliation Report will be made available to CUSTOMER along with such explanations and clarifications as CUSTOMER may reasonably request. Guaranteed Savings Reconciliation Report Schedule Report Delivered Savings Represented Report 1 90 days following end of Guarantee Year Year 1 Savings Subsequent Reporting Years 90 days following end of Guarantee Year Subsequent Year Savings The fees associated with the Guaranteed Savings Reconciliation Report are given in Attachment C. 5. Savings Measurement & Verification Plan VEREGY will verify the savings using the methodologies given in the table below. Calculation” means the savings have been calculated and agreed to by CUSTOMER and VEREGY. “Measurement” requires measurements to determine the actual retrofit performance. In the “Measurement” cases, the measured parameters, time of measurement and quantit y of equipment to be measured are identified. The actual operation of the Facility is the responsibility of CUSTOMER. This includes properly maintaining the equipment, the future hours of operation based on a change in mission, or capacity and variations in weather or unit energy costs. After review of the measurement and verification protocol options, CUSTOMER and VEREGY have agreed that measurements noted in this attachment meet CUSTOMER’S needs for verification of Energy Savings. Measurement and Verification Methodology for Energy Conservation Measures Facility ECM # ECM Description IPMVP Option Measurement and Verification Procedures Method Measured Parameter Measurement Interval Town Hall & Community Center 1 PV Solar B Measurement Electricity Production in kWh On-going Throughout Guarantee The following describes the Measurement and Verification procedures, formulas, and estimated values which may be used in the calculation of the Energy Savings. 95% of calculated savings that are guaranteed are given in the Energy Conservation Measures Savings Guarantee Table. Solar savings are determined by using the anticipated kWh production based on a Helioscope & Energy Toolbase model. Veregy does include a 2% for the first year and a 0.55% solar module degradation per subsequent year as stated by the manufacturer. Dollar savings are calculated by determining the current kWh rate paid in the last baseline period and multiplying by the kWh generated. Solar Production = kWh * 0.002 to account for module degradation & kWh * 0.0055 to account for module degradation M&V Plan Guaranteed Energy Production Commencing on the Commercial Operation Date of the System, Veregy warrants that the System will have a weather -adjusted annual electricity output identified in the Production Summary table below. Weather -adjustment means the irradiance measured by the System’s weather stations relative to the predicted annual irradiance of a system by the US Department of Energy’s NREL Meeting Packet Page 143 of 292 47 Version 1 PV Watts. Specifically, GHI and POA, which are used to measure irradiance, have baseline values that can be found in the table below. System production may also be adjusted based on disruption to system beyond Veregy control. Town Hall Community Center Overview of Measurement & Verification Plan The savings for this ECM are verified annually per the M&V option as identified above. Savings Verification Methodology Solar savings are determined by using the anticipated kWh production based on a Helioscope & Energy Toolbase model. Veregy does include a 2% for the first year and a 0.55% solar module degradation per subsequent year as stated by the manufacturer. Dollar savings are calculated by determining the current solar kWh rate paid in the last baseline period and multiplying by the kWh generated. Baseline M&V Activities Baseline analysis and site observations were used for establishing the baseline energy use. Software modelling was performed to calculate solar generation. Post-Installation Measurement & Verification Activities Meeting Packet Page 144 of 292 48 Submetered kWh data will be collected to verify solar generation prior to installation and integration. Any changes to building schedules, occupancy hours, and solar system setup are the responsibility of the Customer and may result in a baseline adjustment for the calculation of verified savings. Veregy will note these changes when found and inform the Customer. Energy savings shown in the annual report will be based on the results documented in the post -installation report. Any modification of the equipment, or changes from its intended function are the responsibility of the Customer. Production Summary Year Production 1 992,266 2 972,421 3 967,073 4 961,754 5 956,464 6 951,204 7 945,972 8 940,769 9 935,595 10 930,449 11 925,332 12 920,242 13 915,181 14 910,148 15 905,142 Ongoing Measurement and Verification Services: Monitoring of PV Solar Production: Veregy will provide monthly energy usage monitoring and annual reporting for the term of this contract. Reporting will begin a year after the completion of construction. The CUSTOMER shall pay VEREGY for annual Measurement and Verification services, payable at the time reporting is delivered as defined in ATTACHMEN T C. Meeting Packet Page 145 of 292 49 ATTACHMENT F FINAL DELIVERY AND ACCEPTANCE CERTIFICATE Project Name ______Town of Fountain Hills Energy Services Performance Contract Solar_________________________ Agreement Effective Date: _________________June 16, 2026_____________________ Scope-of-Work (SOW) Item/Energy Conservation Measure (ECM): To: VEREGY Reference is made to the above listed Agreement between the undersigned and VEREGY and to the Scope of Work as defined in Attachment A herein. In connection therewith, we confirm to you the following: 1. The Scope of Work (SOW) Item/ Energy Conservation Measure (ECM) referenced above and also listed in Attachment A of the Agreement has been demonstrated to the satisfaction of the Owner’s Representative as being substantially complete, including all punch list items generated during the Project Acceptance Procedure. 2. All of the Work has been delivered to and received by the undersigned and that said Work has been examined and /or tested and is in good operating order and condition and is in all respects satisfactory to the undersigned and as represented, and that said Work has been accepted by the undersigned and complies with all terms of the Agreement. Consequently, you are hereby authorized to invoice for the Final Payment, as defined in Attachment C, The Payment Schedule. Owner Name: By: (Authorized Signature) (Printed Name and Title) (Date) Meeting Packet Page 146 of 292 HISTORICAL ACTUALS COMPARISON REPORT glactrpt 13 OF 2026 FY2023 FY2024 FY2025 ACTUALS ACTUALS ACTUALS FOUR PEAKS PARK 15,373$ 18,670$ 16,704$ AVENUE LINEAR PARK 13,851 16,176 16,544 DESERT VISTA PARK 9,915 10,710 12,393 LIBRARY/MUSEUM BUILDING 45,220 53,082 54,109 TOWN HALL/COMMUNITY CENTER 144,704 159,574 144,383 FIRE DEPARTMENTS 0 13,549 27,447 FOUNTAIN PARK - THE FOUNTAIN 116,915 135,334 139,046 FOUNTAIN PARK - OTHER THAN THE FOUNTAIN 7,795 10,782 10,778 GOLDEN EAGLE PARK 30,593 22,493 21,992 POCKET PARKS (PANORAMA)0 0 0 ADERO TRAILHEAD 542 573 621 ALL STREETS RELATED 30,618 35,226 37,758 TOTAL ELECTRICITY COSTS FOR TOWN:415,525 476,168 481,776 TOWN OF FOUNTAIN HILLS Meeting Packet Page 147 of 292 [Type here] www.energytaxsavers.com www.rdtaxsavers.com info@energytaxsavers.com info@rdtaxsavers.com 33 Queens Street, Suite 301 Syosset, NY 11791 516-364-2630 516-706-4122 Town of Fountain Hills 16705 E. Avenue of the Fountains Fountain Hills, AZ 85268 June 9, 2026 Dear Paul Soldinger, Based on the review, you have a valid Certification Safe Harbor letter provided to you by Veregy following IRS Notice 2026-15 for the solar modules and the solar cells. As this is considered a ground mounted system, IRS Notice 2025-08's Safe Harbor Tables state that a non-FEOC module with non-FEOC cells is 53.2% non-FEOC. The requirement for 2026 is 40% non-FEOC, and therefore the Town has what it needs to pass the Foreign Entity of Concern Material Assistance Requirement. Thank you for your attention to this matter. If you have any questions or require additional information, please do not hesitate to contact me. Sincerely, Charles R. Goulding President Meeting Packet Page 148 of 292 Veregy, LLC. is not a legal, tax, investment, or financial advisor, nor does Veregy directly finance any projects. Veregy, LLC’s content is for informational purposes only; any content readers should not construe any such information or other material as legal, tax, investment, or financial advice. Regardless of anything to the contrary, nothing available on or through Veregy LLCs business practices should be understood as a recommendation that an individual or organization should not consult with a legal, tax, investment, or financial professional to address their particular circumstances. TOWN OF FOUNTAIN HILLS ENERGY SAVINGS PROJECT VEREGY: SIMPLIFYING AND ACCELERATING YOUR ENERGY TRANSITION June 16,2026 Meeting Packet Page 149 of 292 Page 2 VEREGY: Overview Veregy, LLC. is not a legal, tax, investment, or financial advisor, nor does Veregy directly finance any projects. Veregy, LLC’s content is for informational purposes only; any content readers should not construe any such information or other material as legal, tax, investment, or financial advice. Regardless of anything to the contrary, nothing available on or through Veregy LLCs business practices should be understood as a recommendation that an individual or organization should not consult with a legal, tax, investment, or financial professional to address their particular circumstances. Agenda Why this Project Why Veregy Why Now Questions 1 2 3 4 Meeting Packet Page 150 of 292 Page 3 VEREGY: Overview Veregy, LLC. is not a legal, tax, investment, or financial advisor, nor does Veregy directly finance any projects. Veregy, LLC’s content is for informational purposes only; any content readers should not construe any such information or other material as legal, tax, investment, or financial advice. Regardless of anything to the contrary, nothing available on or through Veregy LLCs business practices should be understood as a recommendation that an individual or organization should not consult with a legal, tax, investment, or financial professional to address their particular circumstances. The Problem: Escalating Energy Costs Without action, Fountain Hills energy spend nearly doubles by 2040 0 50000 100000 150000 200000 250000 300000 350000 400000 450000 20 1 5 20 1 6 20 1 7 20 1 8 20 1 9 20 2 0 20 2 1 20 2 2 20 2 3 20 2 4 20 2 5 20 2 6 20 2 7 20 2 8 20 2 9 20 3 0 20 3 1 20 3 2 20 3 3 20 3 4 20 3 5 20 3 6 20 3 7 20 3 8 20 3 9 20 4 0 $193K FY2025 combined spend (3 sites) +4.5% Average annual SRP rate increase $370K+ Projected 2040 without solar Meeting Packet Page 151 of 292 Page 4 VEREGY: Overview Veregy, LLC. is not a legal, tax, investment, or financial advisor, nor does Veregy directly finance any projects. Veregy, LLC’s content is for informational purposes only; any content readers should not construe any such information or other material as legal, tax, investment, or financial advice. Regardless of anything to the contrary, nothing available on or through Veregy LLCs business practices should be understood as a recommendation that an individual or organization should not consult with a legal, tax, investment, or financial professional to address their particular circumstances. Why this Project •Reduce and stabilize utility cost, improve budget predictability, and leverage federal tax incentives •This is fundamentally a budget and infrastructure item, not just a solar item •Provide covered parking for Fountain Hills residents and visitors at Town Hall, Community Center, and Public Library •Council’s action tonight is about advancing a project that lowers long-term operating costs while using currently available federal incentives Meeting Packet Page 152 of 292 Page 5 VEREGY: Overview Veregy, LLC. is not a legal, tax, investment, or financial advisor, nor does Veregy directly finance any projects. Veregy, LLC’s content is for informational purposes only; any content readers should not construe any such information or other material as legal, tax, investment, or financial advice. Regardless of anything to the contrary, nothing available on or through Veregy LLCs business practices should be understood as a recommendation that an individual or organization should not consult with a legal, tax, investment, or financial professional to address their particular circumstances. Path to Savings Feb 2026 May 2026 June 2026 – April 2027 April 2026 June 16 2026 April 2027- Aug. 2027 Preliminary Energy Assessment (PEA) Investment Grade Audit (IGA) Project Selection & Contract Town Approval Project Design Tentative Construction Performance Optimization & Savings On- going Meeting Packet Page 153 of 292 Page 6 VEREGY: Overview Veregy, LLC. is not a legal, tax, investment, or financial advisor, nor does Veregy directly finance any projects. Veregy, LLC’s content is for informational purposes only; any content readers should not construe any such information or other material as legal, tax, investment, or financial advice. Regardless of anything to the contrary, nothing available on or through Veregy LLCs business practices should be understood as a recommendation that an individual or organization should not consult with a legal, tax, investment, or financial professional to address their particular circumstances. Project Overview 597 kW DC system size Town Hall 198 kW Comm. Center 399 kW 128 covered spaces Town Hall, Community Center & Library ~64% energy offset self-generated on-site vs. total consumption $956K ITC direct pay federal incentive applied Year 3 $ 5,263,296 Lifetime Savings Meeting Packet Page 154 of 292 Page 7 VEREGY: Overview Veregy, LLC. is not a legal, tax, investment, or financial advisor, nor does Veregy directly finance any projects. Veregy, LLC’s content is for informational purposes only; any content readers should not construe any such information or other material as legal, tax, investment, or financial advice. Regardless of anything to the contrary, nothing available on or through Veregy LLCs business practices should be understood as a recommendation that an individual or organization should not consult with a legal, tax, investment, or financial professional to address their particular circumstances. Meeting Packet Page 155 of 292 Page 8SIMPLIFYING AND ACCELERATING YOUR ENERGY TRANSITION Energy Savings Project Financial Solar Project $ 2,390,900 Potential ITC $956,384 Electric Utility Savings $81,989 – $246,768 Lifetime Savings 35 years $ 5,263,296 ROI 15 Years Veregy, LLC. is not a legal, tax, investment, or financial advisor, nor does Veregy directly finance any projects. Veregy, LLC’s website content is for informational purposes only; website visitors should not construe any such information or other material as legal, tax, investment, or financial advice. Regardless of anything to the contrary, nothing available on or through Veregy LLCs business practices should be understood as a recommendation that an individual or organization should not consult with a legal, tax, investment, or financial professional to address their particular circumstances. Meeting Packet Page 156 of 292 Page 9 VEREGY: Overview Veregy, LLC. is not a legal, tax, investment, or financial advisor, nor does Veregy directly finance any projects. Veregy, LLC’s content is for informational purposes only; any content readers should not construe any such information or other material as legal, tax, investment, or financial advice. Regardless of anything to the contrary, nothing available on or through Veregy LLCs business practices should be understood as a recommendation that an individual or organization should not consult with a legal, tax, investment, or financial professional to address their particular circumstances. We are an Arizona Company! #1 #1 $450 500+ 34 273 90% Arizona Home Grown – Founded Here! Largest Energy Company in Arizona Million in Energy Savings Achieved Individual Public Building Projects Year History in Arizona In-house Professionals with Engineering, Mechanical, Electrical, Plumbing, Controls and Solar Expertise. Work Done In-House. We Turn the wrench! Why Veregy Meeting Packet Page 157 of 292 Page 10 VEREGY: Overview Veregy, LLC. is not a legal, tax, investment, or financial advisor, nor does Veregy directly finance any projects. Veregy, LLC’s content is for informational purposes only; any content readers should not construe any such information or other material as legal, tax, investment, or financial advice. Regardless of anything to the contrary, nothing available on or through Veregy LLCs business practices should be understood as a recommendation that an individual or organization should not consult with a legal, tax, investment, or financial professional to address their particular circumstances. Veregy Experience Town of Fountain Hills: •Golden Eagle Park •Desert Vista Skate Park and Mini-Pitch •Service Agreement (2022-current) •2022 Parks and Recreation Social Event Co- Sponsor at Desert Vista Park Municipal last 5 years in AZ •City of Coolidge •City of Casa Grande •City of Eloy •City of Phoenix •Pima County •Arizona Department of Emergency Affairs Meeting Packet Page 158 of 292 Page 11 VEREGY: Overview Veregy, LLC. is not a legal, tax, investment, or financial advisor, nor does Veregy directly finance any projects. Veregy, LLC’s content is for informational purposes only; any content readers should not construe any such information or other material as legal, tax, investment, or financial advice. Regardless of anything to the contrary, nothing available on or through Veregy LLCs business practices should be understood as a recommendation that an individual or organization should not consult with a legal, tax, investment, or financial professional to address their particular circumstances. What is Performance Based Contracting? Design-build general contractor combined with a diagnostic/engineering front end and a guaranteed-savings back end. •Comprehensive energy solutions •Focus on improving energy efficiency and reducing energy costs •Energy Audits, Retrofits, Renewable energy solutions •Guaranteed Energy Savings! 2024 Arizona Revised Statutes Title 34 - Public Buildings and Improvements § 34-455 - Performance contracting Meeting Packet Page 159 of 292 Page 12SIMPLIFYING AND ACCELERATING YOUR ENERGY TRANSITION Why Now - Investment Tax Credit Safe Harbor Rules: •Contract Signed by July 4,2026 •FEOC Compliant (Made in America) •Materials on-site by July 4, 2026 •Project must incur 5% cost by July 4, 2026 Meeting Packet Page 160 of 292 Questions Meeting Packet Page 161 of 292 ITEM 9.c. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 6/16/2026 Meeting Type: Town Council Regular Meeting Submitting Department: Public Works Prepared by: Justin Weldy, Public Works Director Staff Contact Information: Phone: 480-816-5133 Email: jweldy@fountainhillsaz.gov Request to Town Council Regular Meeting (Agenda Language) CONSIDERATION AND POSSIBLE ACTION: Regarding a budget authority transfer for additional design costs for the Downtown Streetscape Capital Improvement Project Staff Summary (background) Recommended Action Staff recommends that the Town Council authorize the use of $133,605 from the previously approved FY 2027 Downtown Streetscape Improvements construction budget to complete additional drainage design services for the Parkview Avenue portion of the project. Summary The Downtown Streetscape Improvements Project is currently in the design phase and includes planned pedestrian safety, accessibility, lighting, landscaping, and streetscape improvements along Verde River Drive and Parkview Avenue. During the 30 percent design review for Parkview Avenue, the project engineer identified drainage issues that were not known during the original grant application or concept development phase. The analysis determined that stormwater runoff could negatively affect the proposed improvements by trapping water within parking areas and restricting stormwater flows from areas west of La Montana Drive. To address these issues, a new storm drain system must be designed along Parkview Avenue between La Montana Drive and Saguaro Boulevard. The additional drainage design services total $133,605. No new appropriation is being requested. Staff is requesting authorization to use a portion of the already-approved FY 2027 Downtown Streetscape Improvements construction budget so the design work can continue without interruption. Background In October 2024, Town Council approved staff’s submission of an application to the Maricopa Association of Governments for Federal Fiscal Year 2025 Closeout Funds through the Design Assistance Program. The project, titled Downtown Sidewalk Gap Elimination and Lighting Improvements, was developed to evaluate and address missing sidewalk segments and insufficient pedestrian-scale lighting in the Downtown area, with a focus on the Verde River Drive and Parkview Avenue corridors. The Town was successful in securing the grant award and received $100,000 in federal funding. To maintain project momentum while the design concept phase was underway, the Town released a Request for Qualifications on May 8, 2025, for final design services. One proposal was received, and Kimley-Horn and Associates was selected to complete the design. Meeting Packet Page 162 of 292 The project scope includes: • Construction of ADA-compliant sidewalks and curb ramps; • Installation of pedestrian-scale street lighting; • Trees and landscape buffers; • Street furniture, including benches, waste receptacles, and bicycle racks; • Pedestrian wayfinding signage; and • Crosswalk enhancements. Drainage Design Need As part of the final design process, a drainage analysis was completed for the Parkview Avenue corridor. At the 30 percent design milestone, the analysis identified stormwater conditions that must be addressed before the Parkview Avenue improvements can advance. Specifically, the analysis found that stormwater runoff would negatively affect the proposed improvements by trapping water within parking areas and limiting stormwater flows originating west of La Montana Drive. To correct these conditions and ensure the long-term functionality of the streetscape improvements, a new storm drain system is needed along Parkview Avenue between La Montana Drive and Saguaro Boulevard. This drainage infrastructure was not identified during the initial grant application or concept development phases. It was discovered through the more detailed engineering analysis completed as part of final design. Project Schedule The Verde River Drive design portion of the project remains on schedule for completion by June 30. Construction for Verde River Drive is currently included in the FY 2027 Budget in the amount of $2,003,000. The Parkview Avenue design will extend into FY 2027 due to the additional drainage design requirements. Authorizing the additional design services now will allow the design team to continue work without interruption and help avoid delays that could affect future construction timing and costs. Financial Impact The additional drainage design services total $133,605. Staff is requesting authorization to use a portion of the approved FY 2027 Downtown Streetscape Improvements construction budget for this work. These funds were originally planned for Verde River Drive construction. No additional budget appropriation is being requested at this time. Staff will seek bids for the next phase of Verde River Drive construction before requesting any additional budget authority. Staff Recommendation Staff recommends approval of the request to authorize $133,605 in existing FY 2027 budget authority for additional drainage design services. Approval will allow the Town to complete the Parkview Avenue design, maintain project momentum, reduce the risk of schedule delays, and help minimize potential cost increases associated with delaying the work. Related Ordinance, Policy or Guiding Principle • Downtown Sidewalk Gap Elimination and Lighting Improvements Project • FY 2027 Capital Improvement Program (CIP) • Town Strategic Plan – Transportation and Infrastructure • MAG Regional Transportation Improvement Program (TIP) and Design Assistance Program Meeting Packet Page 163 of 292 • Council Goal of maintaining and improving pedestrian safety, accessibility, and multimodal connectivity within the Downtown area Risk Analysis If the requested funding authorization is not approved, completion of the Parkview Avenue drainage design will be delayed. This delay will impact the overall project schedule, postpone construction activities, and increase project costs due to inflation and changing market conditions. In addition, delaying the drainage design may require redesign or re-evaluation of completed project elements, resulting in inefficiencies and potential schedule impacts. Approval of this request allows staff to maintain project momentum, complete the necessary engineering analysis, and advance the project toward construction without interruption. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends that the Town Council authorize the use of $133,605 from the approved FY 2027 Downtown Streetscape Improvements construction budget to complete additional design services associated with the Parkview Avenue drainage improvements. Suggested Motion MOVE TO APPROVE the transfer of $133,605 budget authority from the FY 2027 Downtown Streetscape Improvements construction budget for additional drainage design services on Parkview Avenue and authorize staff to proceed with the work. FISCAL IMPACT Fiscal Impact: $133,605 Budget Reference: FY 27 Budget Funding Source: Capital Improvement Fund ATTACHMENTS None Meeting Packet Page 164 of 292 ITEM 9.d. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 6/16/2026 Meeting Type: Town Council Regular Meeting Submitting Department: Community Services Prepared by: Kevin Snipes, Community Services Director Staff Contact Information: Phone: 480-816-5178 Email: ksnipes@fountainhillsaz.gov Request to Town Council Regular Meeting (Agenda Language) DISCUSSION AND POSSIBLE DIRECTION: Relating to E-bikes and E-Moto regulations Staff Summary (background) The Town Council directed staff to evaluate potential regulations regarding electric bicycles (e-bikes), electric standup scooters, and electric motorcycles or similar high-powered electric vehicles operating within Town parks, pathways, sidewalks, trails, roadways, bike lanes, and other public areas. As the popularity of these devices continues to increase, residents have expressed concerns regarding safety, speed, conflicts with pedestrians, roadway behavior, and the use of high-powered electric motorcycles in public recreational areas. Arizona law establishes a three-class e-bike system and generally grants e-bike riders the same rights and responsibilities as traditional bicyclists. A qualifying e-bike must have fully operable pedals and an electric motor of less than 750 watts. Class 1 e-bikes provide pedal assistance up to 20 mph, Class 2 e-bikes may be throttle-assisted up to 20 mph, and Class 3 e- bikes provide pedal assistance up to 28 mph. Arizona law also provides that qualifying e- bikes are not subject to title, registration, vehicle license tax, driver license, or vehicle insurance requirements. For roadway use, e-bike riders are generally subject to the same rules applicable to bicyclists. This means e-bike operators must comply with applicable traffic laws, traffic-control devices, roadway direction of travel, right-of-way rules, lighting and equipment requirements, and safe riding practices. E-bikes may be operated on public roadways and in bicycle lanes where bicycles are permitted, subject to state law and any lawful local regulations adopted by the Town. Arizona law allows Class 1 and Class 2 e-bikes on bicycle and multi-use paths unless prohibited by the local jurisdiction with authority over the path. Class 3 e-bikes are prohibited from bicycle or multi-use paths unless the path is within or adjacent to a highway or roadway, or unless the local authority specifically allows their operation. Local governments also have authority to regulate e-bike access and use on paths, trails, and other Town-controlled public property. In addition to parks and trails, Council may consider whether local regulations should address e-bike use in other public areas, including sidewalks, pedestrian areas, plazas, parking lots, public facilities, and other Town-owned or Town-maintained spaces. These regulations could include restrictions based on location, speed, rider age, device type, or pedestrian safety considerations. Meeting Packet Page 165 of 292 Staff reviewed regulations adopted by neighboring communities, including Phoenix, Scottsdale, Glendale, Mesa, and Gilbert. These communities utilize varying approaches ranging from adherence to state law to more comprehensive regulations that address rider age, permitted locations, equipment requirements, speed, rider behavior, sidewalk use, and enforcement mechanisms. The presentation outlines several policy options for Council consideration, including: • Following Arizona law without additional local regulations. • Establishing separate rules for roadways, bike lanes, shared-use paths, sidewalks, parks, and natural-surface trails. • Clarifying where Class 1, Class 2, and Class 3 e-bikes are permitted within Town- controlled public areas. • Regulating or restricting e-bike use on sidewalks, pedestrian areas, public plazas, parking lots, and other high-conflict public spaces. • Implementing minimum age requirements for e-bike operators, particularly for Class 3 e-bikes or other higher-speed devices. • Combining age restrictions with location-based regulations. • Establishing speed or “reasonable and prudent” operation standards in areas where pedestrians, children, pets, or other users are likely to be present. • Prohibiting all e-bikes within Town parks, or alternatively allowing only certain classes of e-bikes in designated areas. • Prohibiting electric motorcycles, electric dirt bikes, and similar high-powered devices from Town parks, sidewalks, shared-use paths, trails, and other non-roadway public areas. Under all options, electric motorcycles and similar vehicles, including Sur-Rons, Talarias, and comparable electric dirt bikes, would continue to be treated differently from qualifying e- bikes if they do not meet the statutory definition of an electric bicycle. These devices may only operate on public roadways if they comply with applicable motor vehicle laws, including any required title, registration, equipment, insurance, and operator licensing requirements. They would not be permitted within parks, sidewalks, shared-use paths, or trails unless otherwise authorized by applicable law. The purpose of this discussion is to provide Council with information regarding current state law, regional regulatory practices, and available policy options so that direction may be provided regarding future e-bike, e-scooter, and electric motorcycle regulations within the Town 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 are looking for direction for e-bike regulations. Suggested Motion N/A Meeting Packet Page 166 of 292 FISCAL IMPACT Fiscal Impact: N/A Budget Reference: N/A Funding Source: N/A ATTACHMENTS 1. E-bikes Meeting Packet Page 167 of 292 Meeting Packet Page 168 of 292 E-BIKES VS E-MOTOS Meeting Packet Page 169 of 292 E-MOTOS •All Sur-Rons, Talarias, and similar electric dirt bikes are motorcycles or motor-driven cycles and cannot operate in parks, on sidewalks, bike lanes, or shared-use paths. •Motorcycle License: Riders must hold a valid driver’s license with a motorcycle endorsement (ARS 28-3151A) •Safety Gear: Helmets are mandatory for riders under the age of 18, and eye protection is required for all (ARS 28-964.A) •Vehicle Registration: Motor-driven cycles must be registered, insured, and properly licensed, just like other motor vehicles Meeting Packet Page 170 of 292 E-BIKES Pedals and Propulsion : •E-bikes require you to pedal to activate the motor (though some have a limited throttle option). Meeting Packet Page 171 of 292 E- Bikes Arizona State Law (Baseline Authority) Class Description Top Assisted Speed Class 1 Pedal-assist only 20 mph Class 2 Throttle-assisted 20 mph Class 3 Pedal-assist only 28 mph Arizona adopted a three-class e-bike system under A.R.S. § 28-819. The statute establishes the following: Key provisions: •E-bike riders generally have the same rights and responsibilities as traditional bicyclists. •No registration, insurance, license plate, or driver's license is required. •Class 1 and Class 2 e-bikes are allowed on bicycle and multi-use paths unless a local jurisdiction prohibits them. •Class 3 e-bikes are prohibited on bicycle and multi-use paths unless the local jurisdiction specifically allows them. This is important because Arizona law explicitly gives local governments authority over e-bike access on paths and trails. Meeting Packet Page 172 of 292 What Other Phoenix Metro Communities Are Doing Phoenix •The most restrictive approach is found in certain park and preserve areas. •The City of Phoenix Parks and Recreation Department prohibits riding electric bicycles and other motorized vehicles on trails within its preserve and trail system. This applies primarily to natural-surface hiking and mountain biking trails in the preserve system. •Policy model: •Allow e-bikes on streets and paved facilities. •Prohibit e-bikes on natural-surface preserve trails. Meeting Packet Page 173 of 292 Scottsdale •Scottsdale generally follows the state framework. •Current guidance allows: •Class 1 and Class 2 e-bikes on multi-use paths and sidewalks. •Class 3 e-bikes are prohibited on paved shared-use paths. •Riders are encouraged to use bike lanes and roadways for Class 3 operation. Scottsdale has also adopted ordinances regulating: •Reckless riding. •Riding under the influence. •Policy model: •Permit Class 1 and 2. •Restrict Class 3 from shared-use paths. •Focus enforcement on rider behavior. Meeting Packet Page 174 of 292 Glendale (Most Restrictive / Most Comprehensive) Age Restrictions •Class 1 and Class 2 e-bikes: minimum age 14 •Class 3 e-bikes: minimum age 16 •Helmets required for riders under 18  Equipment Requirements •White front light •Red rear light •Reflectors for nighttime operation  Behavioral Regulations •Prohibits reckless riding •Prohibits riding against traffic •Prohibits intentional wheelies •Requires compliance with traffic laws  Enforcement •Fines start at $50 •Repeat offenses can reach $500 within a 12-month period  Park Speed Limits Glendale's park code already limits bicycles and similar devices in parks to 15 mph and requires yielding to pedestrians.  Policy Takeaway Glendale's ordinance focuses less on where e-bikes may operate and more on: Youth access Unsafe behavior Enforcement authority This is likely the strongest model currently in the Valley. In late 2025, Glendale adopted a standalone e-bike and e-scooter ordinance in response to safety concerns involving youth riders and reckless operation. The ordinance includes:  Meeting Packet Page 175 of 292 Common Regulatory Options Available Option 1 – Follow Arizona Law Only Description •Adopt no additional regulations. •Does not allow E-Moto in any parks and they must follow vehicular rules of the road •Allow Class 1 and 2 E-Bikes wherever bicycles are allowed, this includes in the parks and on sidewalks. •Does not allow Class 3 E-Bikes in any parks or multi-use pathways and only allows where state law permits(bike lanes, public streets). Pros •Simple. •Minimal enforcement burden. •Consistent with state law. Cons •Limited ability to address resident concerns about speed and conflicts. Meeting Packet Page 176 of 292 Option 2 – Path and Trail ClassificationCreate separate rules for: •Shared-use paths (Fountain Park, Four Peaks pathways etc.) •Natural-surface trails (Adero, Desert Botanical, Overlook) •Sidewalks (All pathways not shared-use) •Roadways Example: Facility Type Class 1 Class 2 Class 3 Roads Yes Yes Yes Bike lanes Yes Yes Yes Shared-use paths Yes Yes No Natural-surface trails No No No Pros Most common municipal approach. Cons Requires signage Difficulty with enforcement Meeting Packet Page 177 of 292 Option 3 – Age Restrictions Adopted youth restrictions due to risks of crashes involving high- powered e-bikes. Examples: •No e-bikes at all under age 14 OR •No Class 2 or 3 under age 14 (this allows under age 14 to ride class 1) Pros •Addresses concerns about younger riders. Cons •More difficult to enforce. Meeting Packet Page 178 of 292 Option 4- Set age and location restrictions •No e-bikes under age 14 OR •No Class 2 or 3 under age 14 (this allows under age 14 to ride class 1) Pros Addresses concerns about younger riders Addresses concerns about E-Bikes in parks Cons More difficult to enforce. Facility Type Class 1 Class 2 Class 3 Roads Yes Yes Yes Bike lanes Yes Yes Yes Shared-use paths Yes Yes No Yes Yes NoSidewalks Natural-surface trails No No No Meeting Packet Page 179 of 292 Option 5- No E-Bikes In Parks •This eliminates all e-bikes and e-moto from parks all the time Pros Simple Easy to enforce Cons Very restrictive Does not address street riding concerns from residents Meeting Packet Page 180 of 292 QUESTIONS? Meeting Packet Page 181 of 292 ITEM 9.e. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 6/16/2026 Meeting Type: Town Council Regular Meeting Submitting Department: Development Services Prepared by: John Wesley, Development Services Director Staff Contact Information: Phone: 480-816-5138 Email: jwesley@fountainhillsaz.gov Request to Town Council Regular Meeting (Agenda Language) PUBLIC HEARING, with CONSIDERATION AND POSSIBLE ACTION: Regarding Ordinance 26-11, amending Zoning Ordinance Chapter 6, Sign Regulations, Section 6.08 A. 6. Drive-Through Sign, to increase the allowed size of these signs. Staff Summary (background) Chapter 6 of the Zoning Ordinance sets the standards and regulations for signs. Sign regulations are based on time, place, and manner provisions and cannot be based on content. Section 6.08 provides the standards and allowances for each type of sign allowed in Fountain Hills. One of the sign types is Drive-through Sign. Based on some recent inquiries regarding the provisions for this sign type, staff have looked at the need to recommend some changes. A major update was made to the sign ordinance in 2021 to bring it into conformance with the US Supreme Court Decision in Reed v. Town of Gilbert to make such ordinance content neutral. The Town sign ordinance prior to that update had the limitation on menu board signs at 5' tall and 20 sq. ft. That same standard was continued in the revised ordinance for drive- through signs. Cities and towns use different approaches and language to describe sign types. Two cities that also specifically list drive-through signs in their sign ordinance are Gilbert and Scottsdale. The Town of Gilbert zoning ordinance states drive-through signs can be 7' tall and up to 50 sq. ft., the City of Scottsdale also allows these signs to be 7' tall but limits the size to 45 sq. ft. An internet search of standard drive-through menu board sizes provided the following common sizes: Small (Coffee Shops): 3' - 4' width, 2' - 3' height (6 - 12 sq. ft.) Medium (Fast Food): 4' - 6' width, 3' - 4' height (12 - 24 sq. ft.) Large (Full-Service QSRs): 6' - 8'" width, 4' - 5' height (24 - 40 sq. ft.) Digital Menu Boards: The best visibility is obtained with dimensions between 55" and 75" giving customers a clear view of the board from a distance An increase in the allowed sign area to 30 sq. ft. and a maximum height of seven feet would be in keeping with industry standards. Related Ordinance, Policy or Guiding Principle Meeting Packet Page 182 of 292 Zoning Ordinance Chapter 6 Risk Analysis N/A Recommendation(s) by Board(s) or Commission(s) The Planning and Zoning Commission held a public hearing on this text amendment at their May 11, 2026, regular meeting. There were no public comments. The Commissioners agreed this amended was warranted and voted unanimously to recommend approval. Staff Recommendation(s) Staff finds that our current code allowance is smaller than what is standard in the industry and recommends approval of Ordinance 26-11. Suggested Motion MOVE TO APPROVE Ordinance 26-11. FISCAL IMPACT Fiscal Impact: N/A Budget Reference: N/A Funding Source: N/A ATTACHMENTS 1. ORDINANCE NO 26-11 Meeting Packet Page 183 of 292 ORDINANCE NO. 26–11 AN ORDINANCE OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, MARICOPA COUNTY, ARIZONA, AMENDING ZONING ORDINANCE CHAPTER 6, SIGN REGULATIONS, SECTION 6.08 A 6, DRIVE-THROUGH SIGNS TO INCREASE THE SIZE OF SIGNS ALLOWED WHEREAS, the Mayor and Council of the Town of Fountain Hills (the “Town Council”) adopted Ordinance No. 93-22 on November 18, 1993, which adopted the Zoning Ordinance for the Town of Fountain Hills (the “Zoning Ordinance”); and WHEREAS, the Town Council desires to amend Chapter 6, Sign Regulations, Section 6.08 D. 6. Drive-Through Signs to allow larger signs; and WHEREAS, in accordance with the Zoning Ordinance and pursuant to ARIZ. REV. STAT. § 9- 462.04, public hearings regarding this ordinance were advertised in the April 22, 2026, and April 29, 2026, editions of the Fountain Hills Times; and WHEREAS, a public hearing was held by the Town Council on June 16, 2026; and WHEREAS, in accordance with Article II, Sections 1 and 2, Constitution of Arizona, and the laws of the State of Arizona, the Town Council has considered the individual property rights and personal liberties of the residents of the Town and the probable impact of the proposed ordinance on the cost to construct housing for sale or rent before adopting this ordinance. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, as follows: SECTION 1. The recitals above are hereby incorporated as if fully set forth herein. SECTION 2. Chapter 6, Sign Regulations, is hereby amended as provided in Exhibit A. SECTION 3. If any provision of this Ordinance is for any reason held by any court of competent jurisdiction to be unenforceable, such provision or portion hereof shall be deemed separate, distinct and independent of all other provisions and such holding shall not affect the validity of the remaining portions of this Ordinance. SECTION 4. This ordinance shall become effective thirty (30) days after its passage and adoption by the Town Council of the Town of Fountain Hills, Arizona, and its approval by the Mayor and attestation by the Town Clerk. Meeting Packet Page 184 of 292 PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, this 16th day of June, 2026. TOWN OF FOUNTAIN HILLS, ARIZONA ATTEST: _____________________________________ ______________________________________ Gerry M. Friedel, Mayor Bevelyn Bender, Town Clerk REVIEWED BY: APPROVED AS TO FORM: ____________________________________ ______________________________________ Rachael Goodwin, Town Manager Jennifer J. Wright, Town Attorney Meeting Packet Page 185 of 292 ORDINANCE NO. 2026-11 EXHIBIT A Chapter 6. Sign Regulations … Section 6.08 Sign Requirements and Allowances ... 6. Drive-Through Sign ... c. Size/Height. Maximum sign area shall be twenty THIRTY (2030) square feet. Maximum sign height is five SEVEN feet. … Meeting Packet Page 186 of 292 ITEM 9.f. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 6/16/2026 Meeting Type: Town Council Regular Meeting Submitting Department: Public Works Prepared by: Justin Weldy, Public Works Director Staff Contact Information: Phone: 480-816-5133 Email: jweldy@fountainhillsaz.gov Request to Town Council Regular Meeting (Agenda Language) CONSIDERATION AND POSSIBLE ACTION Regarding the Professional Services Agreement 2027-02 with BIO-Janitorial Services, Inc. for Town-Wide Janitorial Services. Staff Summary (background) The Town’s current contracts for janitorial services have reached their term limits, with no additional renewal options available. To ensure continuity of these essential services and to consolidate janitorial service needs under a more efficient contracting structure, the Town published Request for Proposals (RFP) 2026-001 for Town-Wide Janitorial Services. On February 12, 2026, the Town of Fountain Hills released the RFP seeking qualified firms to provide professional janitorial and custodial services for Town facilities. The RFP was publicly advertised in the Arizona Business Gazette on February 12 and February 19, 2026, in accordance with the Town’s Procurement Code. A non-mandatory pre-submittal conference was held on March 12, 2026, and proposals were due on March 26, 2026. The work includes cleaning services at Town Hall/Sheriff’s Office, the Community Center, Library, Town parks, and trailhead restroom locations. The overall scope encompasses approximately 59,000 square feet of Town facilities. All cleaning supplies will be provided by the Town. The primary purpose of the agreement is to address Town-wide janitorial service needs and scheduled carpet cleaning at Town facilities. Specific enhancements included in the scope of work include:Increased service levels at the Community Center, including expanded event and program cleaning support; programmed carpet cleaning services across all Town Hall campus buildings; and Porter duties and special cleaning services as directed by Town staff representatives. These service enhancements are necessary to maintain facility standards in response to increased community use, expanded programming, and ongoing facility maintenance requirements. A total of sixteen (16) janitorial service companies submitted proposals in response to the RFP. An internal evaluation committee consisting of staff from the Administration, Public Works, and Community Services Departments conducted a comprehensive review of the proposals based on qualifications, experience, service capabilities, responsiveness, and overall value to the Town. Following the evaluation process, staff selected BIO-Janitorial Services, Inc. as the highest- ranked and best-qualified firm to provide the requested services. The focus of the RFP was to Meeting Packet Page 187 of 292 secure a qualified vendor capable of delivering a broad range of custodial and facility management services across the Town’s diverse facilities. The Town’s objective was to enter into a long-term agreement with a company able to substantially improve cleanliness, service quality, operational efficiency, and responsiveness while maintaining cost-effective service delivery. The proposed agreement in the amount not to exceed $150,000 per term also includes provisions for porter duties during special events and additional special cleaning services, billed at pre-established rates established within the agreement. Funding for janitorial services is included within the approved operating budgets of the applicable departments and facilities utilizing these services. Future funding for the agreement will be subject to annual budget appropriations approved by the Town Council. The agreement provides predictable service costs while consolidating multiple janitorial service needs under a single contract structure for improved administrative efficiency. Staff believes BIO-Janitorial Services, Inc. possesses the experience, staffing resources, and operational capabilities necessary to successfully provide comprehensive janitorial services for Town facilities. Related Ordinance, Policy or Guiding Principle Public Works Mission Statement Risk Analysis Failure to approve the agreement for Town-Wide Janitorial Services may result in interruptions to custodial services at Town facilities, including Town Hall, the Sheriff’s Office, Community Center, Library, parks, and trailhead restroom locations. These interruptions could negatively impact facility cleanliness, public health standards, customer service, and the overall appearance of Town facilities. The Town’s current janitorial service contracts have reached their term limits with no remaining renewal options. Without approval of a new agreement, the Town may be required to procure short-term or emergency services at potentially higher costs and with reduced service consistency. Increased use of Town facilities expanded programming at the Community Center, and ongoing maintenance needs require enhanced janitorial support, including scheduled carpet cleaning and event-related porter services. Delays in securing these services could result in accelerated wear of Town facilities, reduced cleanliness standards, and increased long-term maintenance costs. Approval of the agreement provides continuity of custodial services through a competitively procured contract with a qualified vendor capable of meeting the Town’s operational and facility maintenance needs. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends that the Town Council approve the Agreement for Town-Wide Janitorial Services with BIO-Janitorial Services, Inc. Suggested Motion Move to approve the Professional Services Agreement 2027-02 for Town-Wide Janitorial Meeting Packet Page 188 of 292 Services with BIO-Janitorial Services, Inc. in an amount not to exceed $150,000 per term FISCAL IMPACT Fiscal Impact: $150,000 per term Budget Reference: Multiple Fiscal Years Funding Source: Public Works, Facilities Division, Community Services, Parks Division in the General Fund ATTACHMENTS 1. 2027-002_Bio-Janitorial_Service Meeting Packet Page 189 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 190 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 191 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 192 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 193 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 194 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 195 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 196 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 197 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 198 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 199 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 200 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 201 of 292 Candace Anne Strategic Partnerships Manager 5/29/26 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 202 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 203 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 204 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 205 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 206 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 207 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 208 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 209 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 210 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 211 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 212 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 213 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 214 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 215 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 216 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 217 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 218 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 219 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 220 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 221 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 222 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 223 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 224 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 225 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 226 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 227 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 228 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 229 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 230 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 231 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 232 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 233 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 234 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 235 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 236 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 237 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 238 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 239 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 240 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 241 of 292 BlueInk Bundle ID: cgHPxg2w9s Meeting Packet Page 242 of 292 ITEM 9.g. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 6/16/2026 Meeting Type: Town Council Regular Meeting Submitting Department: Public Works Prepared by: Justin Weldy, Public Works Director Staff Contact Information: Phone: 480-816-5133 Email: jweldy@fountainhillsaz.gov Request to Town Council Regular Meeting (Agenda Language) CONSIDERATION AND POSSIBLE ACTION: Regarding the purchase of a (Ditch Witch) vacuum excavator from The Charles Machine Works, Inc., through Sourcewell Master Agreement No. 091125. Staff Summary (background) In June 2018, Town Council approved the purchase of a vacuum excavator to support utility locating, street sign installation, and other maintenance activities. The unit was specified based on staffing levels, operational demands, and workload requirements at that time. The current vacuum excavator is one of the smallest units available, with a debris tank capacity of approximately 100 gallons. Since its acquisition, the workload and operational demands placed on the equipment have increased substantially. The unit is currently utilized by multiple divisions, including Streets, Parks, and Facilities, resulting in reduced operational efficiency, limited capacity, and frequent trips to the Street Yard for disposal of excavated materials. While the existing unit remains operational, staff has determined that its size and capacity are better suited for Parks and irrigation maintenance activities. Upon acquisition of a larger replacement unit, the existing vacuum excavator will be reassigned to the Parks Division where it can continue to provide value while meeting operational needs more effectively. Rather than surplus the existing unit, staff recommends retaining the asset and assigning it to the Parks Division, where it will continue to support irrigation maintenance and landscape operations. The Public Works Department requires a larger, heavy-duty vacuum excavator to safely expose underground utilities (potholing) and perform soft-dig excavations associated with street sign installations, irrigation repairs, utility maintenance, and other public infrastructure projects. Vacuum excavation technology significantly reduces the risk of damaging underground utilities when compared to conventional excavation methods. The equipment utilizes pressurized water and high-capacity vacuum systems to safely expose buried infrastructure while minimizing restoration costs, service interruptions, and worker safety risks. The use of non-destructive excavation methods is consistent with industry best practices and utility damage prevention standards. In addition to utility locating and soft-dig operations, the proposed unit will serve a dual Meeting Packet Page 243 of 292 purpose by supporting catch basin cleaning, pothole maintenance activities, and stormwater system maintenance. The increased debris tank capacity and enhanced vacuum performance will improve operational efficiency, reduce travel time associated with material disposal, and allow staff to complete projects more quickly and effectively. Staff solicited pricing through the Sourcewell Cooperative Purchasing Program utilizing Sourcewell Master Agreement No. 091125. Cooperative purchasing contracts are competitively solicited and awarded through a nationally recognized procurement process that satisfies Arizona procurement requirements. Utilizing the Sourcewell contract allows the Town to leverage nationally negotiated pricing while avoiding the time and expense associated with conducting a separate formal solicitation. Staff estimates that utilizing the cooperative purchasing agreement will save several months in procurement time and administrative costs while ensuring the Town receives competitively priced equipment through a publicly solicited and awarded contract. The proposed purchase from The Charles Machine Works, Inc. (Ditch Witch) is in an amount not to exceed $148,850.43. The purchase will be funded using available FY 2026 Street Fund savings generated through value engineering initiatives, staff-performed work originally planned for contractors, and other departmental cost-control measures. No additional appropriations are requested. The use of these savings demonstrates the Public Works Department's commitment to fiscal stewardship by reinvesting operational efficiencies into equipment that will improve service delivery, reduce future operating costs, and increase productivity across multiple departments. The purchase of a larger vacuum excavator will improve operational efficiency, enhance worker safety, reduce the risk of utility strikes, and expand the Town's ability to perform critical maintenance and construction activities in-house. Reassigning the existing unit to the Parks Division will maximize the value of the Town's existing assets while ensuring each department has equipment appropriately sized for its operational needs. Funding the purchase through FY 2026 Street Fund savings allows the Town to address a critical equipment need without requesting additional budget appropriations while continuing to provide efficient and cost-effective services to the community. Related Ordinance, Policy or Guiding Principle • Town Procurement Policy and Cooperative Purchasing Authority • Asset Management and Infrastructure Maintenance • Fiscal Stewardship and Efficient Use of Public Resources • Public Safety and Utility Damage Prevention Best Practices Risk Analysis Failure to approve this purchase may result in continued operational inefficiencies, increased risk of utility damage during excavation activities, higher maintenance costs, and reduced ability to perform work in-house. Approval mitigates these risks while improving productivity, safety, and service delivery using existing budgeted funds. Recommendation(s) by Board(s) or Commission(s) N/A Meeting Packet Page 244 of 292 Staff Recommendation(s) Suggested Motion MOVE TO APPROVE the purchase of one Ditch Witch vacuum excavator from The Charles Machine Works, Inc. through Sourcewell Master Agreement No. 091125 in an amount not to exceed $148,850.43 and authorize the Town Manager to execute all necessary purchase documents. FISCAL IMPACT Fiscal Impact: $148,850.43. Budget Reference: FY26 Streets Fund Funding Source: N/A ATTACHMENTS 1. UNDERLYING SOURCEWELL AGREEMENT 2. QUOTE Charles Machine Works, Inc. (Ditch Witch) Meeting Packet Page 245 of 292 091125-CMW v052824 1 MASTER AGREEMENT #091125 CATEGORY: WƵďůŝĐhƟůŝƚLJƋƵŝƉŵĞŶƚǁŝƚŚZĞůĂƚĞĚĐĐĞƐƐŽƌŝĞƐĂŶĚ^ƵƉƉůŝĞƐ SUPPLIER: dŚĞŚĂƌůĞƐDĂĐŚŝŶĞtŽƌŬƐ͕/ŶĐ͘ This Master Agreement (Agreement) is between Sourcewell, ĂDŝŶŶĞƐŽƚĂƐĞƌǀŝĐĞĐŽŽƉĞƌĂƟǀĞlocated at 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and The Charles Machine Works, Inc., 1959 West Fir Ave., Perry, OK 73077 (Supplier). Sourcewell is a ůŽĐĂůŐŽǀĞƌŶŵĞŶƚĂŶĚƐĞƌǀŝĐĞĐŽŽƉĞƌĂƟǀĞĐƌĞĂƚĞĚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨ DŝŶŶĞƐŽƚĂ;DŝŶŶĞƐŽƚĂ^ƚĂƚƵƚĞƐ^ĞĐƟŽŶϭϮϯ͘ϮϭͿŽīĞƌŝŶŐ a CŽŽƉĞƌĂƟǀĞPurchasing Program to eligible ƉĂƌƟĐŝƉĂƟŶŐŐŽǀĞƌŶŵĞŶƚĞŶƟƟĞƐ. Under this Master Agreement entered with Sourcewell, Supplier will provide /ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ to WĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐƚŚƌŽƵŐŚ^ŽƵƌĐĞǁĞůů͛ƐCŽŽƉĞƌĂƟǀĞPurchasing Program. ƌƟĐůĞϭ͗ 'ĞŶĞƌĂůdĞƌŵƐ dŚĞ'ĞŶĞƌĂůdĞƌŵƐŝŶƚŚŝƐƌƟĐůĞϭĐŽŶƚƌŽůƚŚĞŽƉĞƌĂƟŽŶŽĨƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůů ĂŶĚ^ƵƉƉůŝĞƌĂŶĚĂƉƉůLJƚŽĂůůƚƌĂŶƐĂĐƟŽŶƐĞŶƚĞƌĞĚďLJ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐ͘^ƵďƐĞƋƵĞŶƚ ƌƟĐůĞƐƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚĐŽŶƚƌŽůƚŚĞƌŝŐŚƚƐ ĂŶĚŽďůŝŐĂƟŽŶƐĚŝƌĞĐƚůLJďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ ^ƵƉƉůŝĞƌ;ƌƟĐůĞϮͿ͕ĂŶĚďĞƚǁĞĞŶ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐŶƟƚLJ;ƌƟĐůĞϯͿ͕ƌĞƐƉĞĐƟǀĞůLJ͘dŚĞƐĞƌƟĐůĞϭ 'ĞŶĞƌĂůdĞƌŵƐĐŽŶƚƌŽůŽǀĞƌĂŶLJĐŽŶŇŝĐƟŶŐƚĞƌŵƐ͘tŚĞƌĞƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚŝƐƐŝůĞŶƚŽŶĂŶLJƐubject, WĂƌƟĐŝƉĂƟŶŐŶƟƚLJĂŶĚ^ƵƉƉůŝĞƌƌĞƚĂŝŶƚŚĞĂďŝůŝƚLJƚŽŶĞŐŽƟĂƚĞŵƵƚƵĂůůLJĂĐĐĞƉƚĂďůĞƚĞƌŵƐ. 1)WƵƌƉŽƐĞ͘ Pursuant to Minnesota law, tŚĞ^ŽƵƌĐĞǁĞůůŽĂƌĚŽĨŝƌĞĐƚŽƌƐŚĂƐĂƵƚŚŽƌŝnjĞĚ ĂŽŽƉĞƌĂƟǀĞ Purchasing Program designed to provide PĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐǁŝƚŚĂĐĐĞƐƐƚŽĐŽŵƉĞƟƟǀĞůLJĂǁĂƌĚĞĚ ĐŽŽƉĞƌĂƟǀĞƉƵƌĐŚĂƐŝŶŐagreements͘dŽĨĂĐŝůŝƚĂƚĞƚŚĞWƌŽŐƌĂŵ͕^ŽƵƌĐĞǁĞůůhas awarded Supplier this ĐŽŽƉĞƌĂƟǀĞƉƵƌĐŚĂƐŝŶŐDĂƐƚĞƌŐƌĞĞŵĞŶƚĨŽůůŽǁŝŶŐĂĐŽŵƉĞƟƟǀĞƉƌŽĐƵƌĞŵĞŶƚƉƌŽĐĞƐƐŝŶƚĞŶĚĞĚƚŽ ŵĞĞƚĐŽŵƉůŝĂŶĐĞƐƚĂŶĚĂƌĚƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚDŝŶŶĞƐŽƚĂůĂǁĂŶĚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐĐŽŶƚĂŝŶĞĚ herein. 2)/ŶƚĞŶƚ͘ dŚĞŝŶƚĞŶƚŽĨƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚŝƐƚŽĚĞĮŶĞƚŚĞƌŽůĞƐŽĨ^ŽƵƌĐĞǁĞůů͕^ƵƉƉůŝĞƌ͕ĂŶĚ WĂƌƟĐŝƉĂƟŶŐŶƟƚLJĂƐŝƚƌĞůĂƚĞƐƚŽ^ŽƵƌĐĞǁĞůů͛ƐŽŽƉĞƌĂƟǀĞWƵƌĐŚĂƐŝŶŐWƌŽŐƌĂŵ͘ 3)WĂƌƟĐŝƉĂƟŶŐŶƟƚLJĐĐĞƐƐ͘ ^ŽƵƌĐĞǁĞůů͛ƐCŽŽƉĞƌĂƟǀĞPurchasing Program Master Agreements are ĂǀĂŝůĂďůĞƚŽĞůŝŐŝďůĞƉƵďůŝĐĂŐĞŶĐŝĞƐ;WĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐͿ. WĂƌƟĐŝƉĂƟŶŐŶƟƚLJ͛ƐĂƵƚŚŽƌŝƚLJƚŽĂĐĐĞƐƐ ^ŽƵƌĐĞǁĞůů͛ƐCŽŽƉĞƌĂƟǀĞPurchasing PƌŽŐƌĂŵŝƐĚĞƚĞƌŵŝŶĞĚƚŚƌŽƵŐŚƚŚĞůĂǁƐŽĨŝƚƐƌĞƐƉĞĐƟǀĞ ũƵƌŝƐĚŝĐƟŽŶ͘ 4)^ƵƉƉůŝĞƌĐĐĞƐƐ͘ dŚĞ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐŽīĞƌĞĚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŵĂLJďĞŵĂĚĞĂǀĂŝůĂďůĞƚŽĂŶLJ WĂƌƟĐŝƉĂƟŶŐŶƟƚLJ͘^ƵƉƉůŝĞƌƵŶĚĞƌƐƚĂŶĚƐƚŚĂƚĂWĂƌƟĐŝƉĂƟŶŐŶƟƚLJ͛ƐƵƐĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƐĂƚƚŚĞ WĂƌƟĐŝƉĂƟŶŐŶƟƚLJ͛ƐƐŽůĞĐŽŶǀĞŶŝĞŶĐĞ͘^ƵƉƉůŝĞƌǁŝůůĞĚƵĐĂƚĞŝƚƐƐĂůĞƐĂŶĚƐĞƌǀŝĐĞĨŽƌĐĞƐĂďŽƵƚ ^ŽƵƌĐĞǁĞůůĞůŝŐŝďŝůŝƚLJƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚƌĞƋƵŝƌĞĚĚŽĐƵŵĞŶƚĂƟŽŶ͘^ƵƉƉůŝĞƌǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌ ĞŶƐƵƌŝŶŐƐĂůĞƐĂƌĞǁŝƚŚWĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐ. ! "        Meeting Packet Page 246 of 292 091125-CMW v052824 2 5)dĞƌŵ͘ dŚŝƐŐƌĞĞŵĞŶƚŝƐĞīĞĐƟǀĞƵƉŽŶƚŚĞĚĂƚĞŽĨƚŚĞĮŶĂůƐŝŐŶĂƚƵƌĞďĞůŽǁ͘dŚĞƚĞƌŵŽĨƚŚŝƐ ŐƌĞĞŵĞŶƚŝƐĨŽƵƌ;ϰͿLJĞĂƌƐĨƌŽŵƚŚĞĞīĞĐƟǀĞĚĂƚĞ͘dŚĞŐƌĞĞŵĞŶƚĞdžƉŝƌĞƐĂƚϭϭ͗ϱϵW͘D͘ĞŶƚƌĂů Time on April 9, 2030͕ƵŶůĞƐƐŝƚŝƐĐĂŶĐĞůůĞĚŽƌĞdžƚĞŶĚĞĚĂƐĚĞĮŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͘ a)džƚĞŶƐŝŽŶƐ͘ Sourcewell and Supplier may agree to up to three (3) ĂĚĚŝƟŽŶĂůŽŶĞ-year extensions ďĞLJŽŶĚƚŚĞŽƌŝŐŝŶĂůĨŽƵƌ-LJĞĂƌƚĞƌŵ͘dŚĞƚŽƚĂůƉŽƐƐŝďůĞůĞŶŐƚŚŽĨƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞƐĞǀĞŶ(7) LJĞĂƌƐĨƌŽŵƚŚĞĞīĞĐƟǀĞĚĂƚĞ͘ b)džĐĞƉƟŽŶĂůŝƌĐƵŵƐƚĂŶĐĞƐ͘ ^ŽƵƌĐĞǁĞůůƌĞƚĂŝŶƐƚŚĞƌŝŐŚƚƚŽĐŽŶƐŝĚĞƌĂĚĚŝƟŽŶĂůĞdžƚĞŶƐŝŽŶƐĂƐ ƌĞƋƵŝƌĞĚƵŶĚĞƌĞdžĐĞƉƟŽŶĂůĐŝƌĐƵŵƐƚĂŶĐĞƐ͘ 6)^ƵƌǀŝǀĂůŽĨdĞƌŵƐ͘ EŽƚǁŝƚŚƐƚĂŶĚŝŶŐƚŚĞƚĞƌŵŝŶĂƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕ƚŚĞŽďůŝŐĂƟŽŶƐŽĨƚŚŝƐ ŐƌĞĞŵĞŶƚǁŝůůĐŽŶƟŶƵĞƚŚƌŽƵŐŚƚŚĞƉĞƌĨŽƌŵĂŶĐĞƉĞƌŝŽĚŽĨĂŶLJƚƌĂŶƐĂĐƟŽŶĞŶƚĞƌĞĚbetween ^ƵƉƉůŝĞƌĂŶĚĂŶLJWĂƌƟĐŝƉĂƟŶŐŶƟƚLJďĞĨŽƌĞƚŚĞƚĞƌŵŝŶĂƟŽŶĚĂƚĞ͘ 7)^ĐŽƉĞ͘^ƵƉƉůŝĞƌŝƐĂǁĂƌĚĞĚĂDĂƐƚĞƌŐƌĞĞŵĞŶƚƚŽƉƌŽǀŝĚĞƚŚĞƐŽůƵƟŽŶƐŝĚĞŶƟĮĞĚŝŶRFP 091125 to WĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐ͘/Ŷ^ĐŽƉĞƐŽůƵƟŽŶƐŝŶĐůƵĚĞ͗ 1.^ŽƵƌĐĞǁĞůůŝƐƐĞĞŬŝŶŐƉƌŽƉŽƐĂůƐĨŽƌWƵďůŝĐhƚŝůŝƚLJƋƵŝƉŵĞŶƚǁŝƚŚZĞůĂƚĞĚĐĐĞƐƐŽƌŝĞƐĂŶĚ ^ƵƉƉůŝĞƐŝŶĐůƵĚŝŶŐ͕ďƵƚŶŽƚůŝŵŝƚĞĚƚŽ͗ a. Chassis-mounted, trailer-ŵŽƵŶƚĞĚ͕ĂŶĚƐĞůĨ-ƉƌŽƉĞůůĞĚ;ǁŚĞĞůŽƌƚƌĂĐŬͿ͗ i.ĞƌŝĂůůŝĨƚƐ͕ƚŽǁĞƌƐ͕ďƵĐŬĞƚƐ͕ĂŶĚƉůĂƚĨŽƌŵƐŽĨĂůůƚLJƉĞƐ͕ƐƵĐŚĂƐƚĞůĞƐĐŽƉŝĐ͕ĂƌƚŝĐƵůĂƚĞĚ͕ mast, boom, etc.; ii. ŝŐŐĞƌĚĞƌƌŝĐŬƐ͖ iii. ĂďůĞƉůĂĐŝŶŐ͕ƉƵůůŝŶŐ͕ĂŶĚƚĞŶƐŝŽŶŝŶŐĞƋƵŝƉŵĞŶƚ͖ĂŶĚ͕ iv. ŝƌĞĐƚŝŽŶĂůĚƌŝůůƐ͕ƚƌĞŶĐŚůĞƐƐĞdžĐĂǀĂƚŝŽŶĞƋƵŝƉŵĞŶƚ͕ƚŚƌƵƐƚĂŶĚďŽƌŝŶŐŵĂĐŚŝŶĞƐ͕ƐŽŝů piercing tools, trenchers, rock wheels, and pile drivers. b.ĐĐĞƐƐŽƌŝĞƐ͕ƐƵƉƉůŝĞƐ͕ƌĞƉůĂĐĞŵĞŶƚƉĂƌƚƐ͕ĂŶĚƐĞƌǀŝĐĞƐ͖ƵƚŝůŝƚLJůŽĐĂƚŝŶŐĞƋƵŝƉŵĞŶƚ͖ ƌĞůĂƚĞĚƚŽƚŚĞŽĨĨĞƌŝŶŐŽĨƚŚĞƐŽůƵƚŝŽŶƐŝŶƐƵďƐĞĐƚŝŽŶƐϭ͘Ă͘ĂďŽǀĞ͘ 8)/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ͘ ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůƚŽƚŚĞĂďŽǀĞƌĞĨĞƌĞŶĐĞĚZ&Wis incorporated into this Master ŐƌĞĞŵĞŶƚ͘KŶůLJƚŚŽƐĞ^ŽůƵƟŽŶƐŝŶĐůƵĚĞĚǁŝƚŚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůĂŶĚǁŝƚŚŝŶ^ĐŽƉĞ;/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐͿĂƌĞŝŶĐůƵĚĞĚǁŝƚŚŝŶƚŚĞŐƌĞĞŵĞŶƚĂŶĚŵĂLJďĞŽīĞƌĞĚƚŽWĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐ. 9)/ŶĚĞĮŶŝƚĞYƵĂŶƟƚLJ͘ dŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚĚĞĮŶĞƐĂŶŝŶĚĞĮŶŝƚĞƋƵĂŶƟƚLJŽĨƐĂůĞƐƚŽĞůŝŐŝďůĞ WĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐ. 10)WƌŝĐŝŶŐ͘ WƌŝĐŝŶŐŝŶĨŽƌŵĂƟŽŶ;ŝŶĐůƵĚŝŶŐWƌŝĐŝŶŐĂŶĚĞůŝǀĞƌLJĂŶĚWƌŝĐŝŶŐKīĞƌĞĚtĂďůĞƐͿĨŽƌĂůů/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐǁŝƚŚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůŝƐŝŶĐŽƌƉŽƌĂƚĞĚŝŶƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚ͘ 11)EŽƚƚŽdžĐĞĞĚWƌŝĐŝŶŐ͘ Suppliers may not exceed the prices listed in the current Pricing List ŽŶĮůĞ with Sourcewell ǁŚĞŶŽīĞƌŝŶŐ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐ͘WĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐŵĂLJ ƌĞƋƵĞƐƚĂĚũƵƐƚŵĞŶƚƐƚŽƉƌŝĐŝŶŐĚŝƌĞĐƚůLJĨƌŽŵ ^ƵƉƉůŝĞƌĚƵƌŝŶŐƚŚĞŶĞŐŽƟĂƟŽŶĂŶĚĞdžĞĐƵƟŽŶŽĨĂŶLJ ƚƌĂŶƐĂĐƟŽŶ. 12)KƉĞŶDĂƌŬĞƚ͘ ^ƵƉƉůŝĞƌ͛ƐŽƉĞŶŵĂƌŬĞƚƉƌŝĐŝŶŐprocess is included within its Proposal. ! "        Meeting Packet Page 247 of 292 091125-CMW v052824 3 13)^ƵƉƉůŝĞƌZĞƉƌĞƐĞŶƚĂƟŽŶƐ͗ i)ŽŵƉůŝĂŶĐĞ͘ Supplier represents and warrants it will provide all Included ^ŽůƵƟŽŶƐ ƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŝŶĨƵůůĐŽŵƉůŝĂŶĐĞǁŝƚŚĂƉƉůŝĐĂďůĞĨĞĚĞƌĂů͕ƐƚĂƚĞ͕ĂŶĚůŽĐĂůůĂǁƐĂŶĚ ƌĞŐƵůĂƟŽŶƐ͘ ii)>ŝĐĞŶƐĞƐ͘ ƐĂƉƉůŝĐĂďůĞ͕^ƵƉƉůŝĞƌǁŝůůŵĂŝŶƚĂŝŶĂǀĂůŝĚƐƚĂƚƵƐŽŶĂůůƌĞƋƵŝƌĞĚĨĞĚĞƌĂů͕ƐƚĂƚĞ͕ ĂŶĚůŽĐĂůůŝĐĞŶƐĞƐ͕ďŽŶĚƐ͕ĂŶĚƉĞƌŵŝƚƐƌĞƋƵŝƌĞĚĨŽƌƚŚĞŽƉĞƌĂƟŽŶŽĨ^ƵƉƉůŝĞƌ͛ƐďƵƐŝŶĞƐƐǁŝƚŚ WĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐ͘WĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐŵĂLJƌĞƋƵĞƐƚĂůůƌĞůĞǀĂŶƚĚŽĐƵŵĞŶƚĂƟŽŶĚŝƌĞĐƚůLJĨƌŽŵ Supplier. iii)^ƵƉƉůŝĞƌtĂƌƌĂŶƚƐ͘ Supplier warrants that all Included ^ŽůƵƟŽŶƐĨƵƌŶŝƐŚĞĚƵŶĚĞƌƚŚŝƐ ŐƌĞĞŵĞŶƚĂƌĞĨƌĞĞĨƌŽŵůŝĞŶƐĂŶĚĞŶĐƵŵďƌĂŶĐĞƐ͕ĂŶĚĂƌĞĨƌĞĞĨƌŽŵĚĞĨĞĐƚƐŝŶĚĞƐŝŐŶ͕ŵĂƚĞƌŝĂůƐ͕ ĂŶĚǁŽƌŬŵĂŶƐŚŝƉ͘/ŶĂĚĚŝƟŽŶ͕^ƵƉƉůŝĞƌǁĂƌƌĂŶƚƐƚŚĞ^ŽůƵƟŽŶƐĂƌĞƐƵŝƚĂďůĞĨŽƌĂŶĚǁŝůůƉĞƌĨŽƌŵ in accordance with the ordinary uƐĞĨŽƌǁŚŝĐŚƚŚĞLJĂƌĞŝŶƚĞŶĚĞĚ͘ 14)ĂŶŬƌƵƉƚĐLJEŽƟĐĞƐ͘ ^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐŝƚŝƐŶŽƚĐƵƌƌĞŶƚůLJŝŶĂďĂŶŬƌƵƉƚĐLJƉƌŽĐĞĞĚŝŶŐ͘ Supplier has disclosed all current and completed bankruptcy proceedings within the past seven years ǁŝƚŚŝŶŝƚƐWƌŽƉŽƐĂů͘^ƵƉƉůŝĞƌŵƵƐƚƉƌŽǀŝĚĞŶŽƟĐĞŝŶǁƌŝƟŶŐƚŽ^ŽƵƌĐĞǁĞůůŝĨŝƚĞŶƚĞƌƐĂďĂŶŬƌƵƉƚĐLJ ƉƌŽĐĞĞĚŝŶŐĂƚĂŶLJƟŵĞĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘ 15)ĞďĂƌŵĞŶƚĂŶĚ^ƵƐƉĞŶƐŝŽŶ͘ ^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐƚŚĂƚŶĞŝƚŚĞƌŝƚŶŽƌŝƚƐƉƌŝŶĐŝƉĂůƐĂƌĞ ƉƌĞƐĞŶƚůLJĚĞďĂƌƌĞĚ͕ƐƵƐƉĞŶĚĞĚ͕ƉƌŽƉŽƐĞĚĨŽƌĚĞďĂƌŵĞŶƚ͕ĚĞĐůĂƌĞĚŝŶĞůŝŐŝďůĞ͕ŽƌǀŽůƵŶƚĂƌŝůLJĞdžĐůƵĚĞĚ ĨƌŽŵƉƌŽŐƌĂŵƐŽƉĞƌĂƚĞĚďLJƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ͕ƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůŐŽǀĞƌŶŵĞnt, or any WĂƌƟĐŝƉĂƟŶŐŶƟƚLJ͘^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐƚŚĂƚŶĞŝƚŚĞƌŝƚŶŽƌŝƚƐƉƌŝŶĐŝƉĂůƐŚĂǀĞďĞĞŶ ĐŽŶǀŝĐƚĞĚŽĨĂĐƌŝŵŝŶĂůŽīĞŶƐĞƌĞůĂƚĞĚƚŽƚŚĞƐƵďũĞĐƚŵĂƩĞƌŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌĨƵƌƚŚĞƌ warrants that it will pƌŽǀŝĚĞŝŵŵĞĚŝĂƚĞǁƌŝƩĞŶŶŽƟĐĞƚŽ^ŽƵƌĐĞǁĞůůŝĨƚŚŝƐĐĞƌƟĮĐĂƟŽŶĐŚĂŶŐĞƐĂƚ ĂŶLJƟŵĞĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘ 16)WƌŽǀŝƐŝŽŶƐĨŽƌŶŽŶ-hŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĞŶƟƚLJƉƌŽĐƵƌĞŵĞŶƚƐƵŶĚĞƌhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĂǁĂƌĚƐ ŽƌŽƚŚĞƌĂǁĂƌĚƐ;ƉƉĞŶĚŝdžII ƚŽϮ͘&͘ZΑϮϬϬͿ͘ WĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐƚŚĂƚƵƐĞhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂů ŐƌĂŶƚŽƌŽƚŚĞƌĨĞĚĞƌĂůĨƵŶĚŝŶŐƚŽƉƵƌĐŚĂƐĞƐŽůƵƟŽŶƐĨƌŽŵƚŚŝƐŐƌĞĞŵĞŶƚŵĂLJďĞƐƵďũĞĐƚƚŽ ĂĚĚŝƟŽŶĂůƌĞƋƵŝƌĞŵĞŶƚƐŝŶĐůƵĚŝŶŐƚŚĞƉƌŽĐƵƌĞŵĞŶƚƐƚĂŶĚĂƌĚƐŽĨƚŚĞhŶŝĨŽƌŵĚŵŝŶŝƐƚƌĂƟǀĞ ZĞƋƵŝƌĞŵĞŶƚƐ͕ŽƐƚWƌŝŶĐŝƉůĞƐĂŶĚƵĚŝƚZĞƋƵŝƌĞŵĞŶƚƐĨŽƌ&ĞĚĞƌĂůǁĂƌĚƐ͕Ϯ͘&͘Z͘ΑϮϬϬ͘ WĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐŵĂLJŚĂǀĞĂĚĚŝƟŽŶĂůƌĞƋƵŝƌĞŵĞŶƚƐďĂƐĞĚŽŶƐƉĞĐŝĮĐĨƵŶĚŝŶŐƐŽƵƌĐĞƚĞƌŵƐŽƌ ĐŽŶĚŝƟŽŶƐ͘tŝƚŚŝŶƚŚŝƐ^ĞĐƟŽŶ͕ĂůůƌĞĨĞƌĞŶĐĞƐƚŽ͞ĨĞĚĞƌĂů͟ƐŚŽƵůĚďĞŝŶƚĞƌƉƌĞƚĞĚƚŽŵĞĂŶƚŚĞhŶŝƚĞĚ ^ƚĂƚĞƐĨĞĚĞƌĂůŐŽǀĞƌŶŵĞŶƚ͘dŚĞĨŽůůŽǁŝŶŐůŝƐƚĂƉƉůŝĞƐǁŚĞŶĂWĂƌƟĐŝƉĂƟŶŐŶƟƚLJĂĐĐĞƐƐĞƐ^ƵƉƉůŝĞƌ͛Ɛ Included ^ŽůƵƟŽŶƐǁŝƚŚhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĨƵŶĚƐ͘ i)Yh>DW>KzDEdKWWKZdhE/dz͘ džĐĞƉƚĂƐŽƚŚĞƌǁŝƐĞƉƌŽǀŝĚĞĚƵŶĚĞƌϰϭ͘&͘Z͘Α 60, all agreements ƚŚĂƚŵĞĞƚƚŚĞĚĞĮŶŝƟŽŶŽĨ͞ĨĞĚĞƌĂůůLJĂƐƐŝƐƚĞĚĐŽŶƐƚƌƵĐƟŽŶĐŽŶƚƌĂĐƚ͟ŝŶϰϭ ͘&͘Z͘ΑϲϬ-ϭ͘ϯŵƵƐƚŝŶĐůƵĚĞƚŚĞĞƋƵĂůŽƉƉŽƌƚƵŶŝƚLJĐůĂƵƐĞƉƌŽǀŝĚĞĚƵŶĚĞƌϰϭ͘&͘Z͘ΑϲϬ-1.4(b), in ĂĐĐŽƌĚĂŶĐĞǁŝƚŚdžĞĐƵƟǀĞKƌĚĞƌϭϭϮϰϲ͕͞ƋƵĂůŵƉůŽLJŵĞŶƚKƉƉŽƌƚƵŶŝƚLJ͟;ϯϬ&ZϭϮ319, 12935, ϯ͘&͘Z͘Α͕ϭϵϲϰ-ϭϵϲϱŽŵƉ͕͘Ɖ͘ϯϯϵͿ͕ĂƐĂŵĞŶĚĞĚďLJdžĞĐƵƟǀĞKƌĚĞƌϭϭϯϳϱ͕͞ŵĞŶĚŝŶŐ džĞĐƵƟǀĞKƌĚĞƌϭϭϮϰϲZĞůĂƟŶŐƚŽƋƵĂůŵƉůŽLJŵĞŶƚKƉƉŽƌƚƵŶŝƚLJ͕͟ ĂŶĚŝŵƉůĞŵĞŶƟŶŐ ƌĞŐƵůĂƟŽŶƐĂƚϰϭ͘&͘Z͘ΑϲϬ͕͞KĸĐĞŽĨ&ĞĚĞƌĂůŽŶƚƌĂĐƚŽŵƉůŝĂŶĐĞWƌŽŐƌĂŵƐ͕ƋƵĂů ŵƉůŽLJŵĞŶƚKƉƉŽƌƚƵŶŝƚLJ͕ĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌ͘͟dŚĞĞƋƵĂůŽƉƉŽƌƚƵŶŝƚLJĐůĂƵƐĞŝƐŝŶĐŽƌƉŽƌĂƚĞĚ ŚĞƌĞŝŶďLJƌĞĨĞƌĞŶĐĞ͘ ! "        Meeting Packet Page 248 of 292 091125-CMW v052824 4 ii)DAVIS-KEd͕^DE;ϰϬh͘^͘͘Αϯϭϰϭ-ϯϭϰϴͿ͘ tŚĞŶƌĞƋƵŝƌĞĚďLJĨĞĚĞƌĂů ƉƌŽŐƌĂŵůĞŐŝƐůĂƟŽŶ͕ĂůůƉƌŝŵĞĐŽŶƐƚƌƵĐƟŽŶĐŽŶƚƌĂĐƚƐŝŶĞdžĐĞƐƐŽĨΨϮ͕ϬϬϬĂǁĂƌĚĞĚďLJŶŽŶ-ĨĞĚĞƌĂů ĞŶƟƟĞƐŵƵƐƚŝŶĐůƵĚĞĂƉƌŽǀŝƐŝŽŶĨŽƌĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞĂǀŝƐ-ĂĐŽŶĐƚ;ϰϬh͘^͘͘Αϯϭϰϭ- 3144, and 3146-ϯϭϰϴͿĂƐƐƵƉƉůĞŵĞŶƚĞĚďLJĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌƌĞŐƵůĂƟŽŶƐ;Ϯϵ͘&͘Z͘Αϱ͕ ͞>ĂďŽƌ^ƚĂŶĚĂƌĚƐWƌŽǀŝƐŝŽŶƐƉƉůŝĐĂďůĞƚŽŽŶƚƌĂĐƚƐŽǀĞƌŝŶŐ&ĞĚĞƌĂůůLJ&ŝŶĂŶĐĞĚĂŶĚƐƐŝƐƚĞĚ ŽŶƐƚƌƵĐƟŽŶ͟Ϳ͘/ŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƐƚĂƚƵƚĞ͕ĐŽŶƚƌĂĐƚŽƌƐŵƵƐƚ ďĞƌĞƋƵŝƌĞĚƚŽƉĂLJǁĂŐĞƐƚŽ ůĂďŽƌĞƌƐĂŶĚŵĞĐŚĂŶŝĐƐĂƚĂƌĂƚĞŶŽƚůĞƐƐƚŚĂŶƚŚĞƉƌĞǀĂŝůŝŶŐǁĂŐĞƐƐƉĞĐŝĮĞĚŝŶĂǁĂŐĞ ĚĞƚĞƌŵŝŶĂƟŽŶŵĂĚĞďLJƚŚĞ^ĞĐƌĞƚĂƌLJŽĨ>ĂďŽƌ͘/ŶĂĚĚŝƟŽŶ͕ĐŽŶƚƌĂĐƚŽƌƐŵƵƐƚďĞƌĞƋƵŝƌĞĚƚŽƉĂLJ wages not less than once a week. The non-ĨĞĚĞƌĂůĞŶƟƚLJŵƵƐƚƉůĂĐĞĂĐŽƉLJŽĨƚŚĞĐƵƌƌĞŶƚ ƉƌĞǀĂŝůŝŶŐǁĂŐĞĚĞƚĞƌŵŝŶĂƟŽŶŝƐƐƵĞĚďLJƚŚĞĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌŝŶĞĂĐŚƐŽůŝĐŝƚĂƟŽŶ͘dŚĞ ĚĞĐŝƐŝŽŶƚŽĂǁĂƌĚĂĐŽŶƚƌĂĐƚŽƌƐƵďĐŽŶƚƌĂĐƚŵƵƐƚďĞĐŽŶĚŝƟŽŶĞĚƵƉŽŶƚŚĞĂĐĐĞƉƚĂŶĐĞŽĨƚŚĞ ǁĂŐĞĚĞƚĞƌŵŝŶĂƟŽŶ͘dŚĞŶŽŶ-ĨĞĚĞƌĂůĞŶƟƚLJŵƵƐƚƌĞƉŽƌƚĂůůƐƵƐƉĞĐƚĞĚŽƌƌĞƉŽƌƚĞĚǀŝŽůĂƟŽŶƐƚŽ ƚŚĞĨĞĚĞƌĂůĂǁĂƌĚŝŶŐĂŐĞŶĐLJ͘dŚĞĐŽŶƚƌĂĐƚƐŵƵƐƚĂůƐŽŝŶĐůƵĚĞĂƉƌŽǀŝƐŝŽŶĨŽƌĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞ ŽƉĞůĂŶĚ͞ŶƟ-<ŝĐŬďĂĐŬ͟Đƚ;ϰϬh͘^͘͘ΑϯϭϰϱͿ͕ĂƐƐƵƉƉůĞŵĞŶƚĞĚďLJĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌ regulaƟŽŶƐ;Ϯϵ͘&͘Z͘Αϯ͕͞ŽŶƚƌĂĐƚŽƌƐĂŶĚ^ƵďĐŽŶƚƌĂĐƚŽƌƐŽŶWƵďůŝĐƵŝůĚŝŶŐŽƌWƵďůŝĐtŽƌŬ &ŝŶĂŶĐĞĚŝŶtŚŽůĞŽƌŝŶWĂƌƚďLJ>ŽĂŶƐŽƌ'ƌĂŶƚƐĨƌŽŵƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐ͟Ϳ͘dŚĞĐƚƉƌŽǀŝĚĞƐƚŚĂƚ ĞĂĐŚĐŽŶƚƌĂĐƚŽƌŽƌƐƵďƌĞĐŝƉŝĞŶƚŵƵƐƚďĞƉƌŽŚŝďŝƚĞĚĨƌŽŵŝŶĚƵĐŝŶŐ͕ďLJĂŶLJ means, any person ĞŵƉůŽLJĞĚŝŶƚŚĞĐŽŶƐƚƌƵĐƟŽŶ͕ĐŽŵƉůĞƟŽŶ͕ŽƌƌĞƉĂŝƌŽĨƉƵďůŝĐǁŽƌŬ͕ƚŽŐŝǀĞƵƉĂŶLJƉĂƌƚŽĨƚŚĞ ĐŽŵƉĞŶƐĂƟŽŶƚŽǁŚŝĐŚŚĞŽƌƐŚĞŝƐŽƚŚĞƌǁŝƐĞĞŶƟƚůĞĚ͘dŚĞŶŽŶ-ĨĞĚĞƌĂůĞŶƟƚLJŵƵƐƚƌĞƉŽƌƚĂůů ƐƵƐƉĞĐƚĞĚŽƌƌĞƉŽƌƚĞĚǀŝŽůĂƟŽŶƐƚŽƚŚĞĨĞĚĞƌĂůawarding agency. Supplier must comply with all ĂƉƉůŝĐĂďůĞĂǀŝƐ-Bacon Act provisions. iii)KEdZdtKZ<,KhZ^E^&dz^dEZ^d;ϰϬh͘^͘͘ΑϯϳϬϭ-ϯϳϬϴͿ͘ Where applicable, all contracts awarded by the non-ĨĞĚĞƌĂůĞŶƟƚLJŝŶĞdžĐĞƐƐŽĨΨϭϬϬ͕ϬϬϬƚŚĂƚ ŝŶǀŽůǀĞƚŚĞĞŵƉůŽLJŵĞŶƚŽĨŵĞĐŚĂŶŝĐƐŽƌůĂďŽƌĞƌƐŵƵƐƚŝŶĐůƵĚĞĂƉƌŽǀŝƐŝŽŶĨŽƌĐŽŵƉůŝĂŶĐĞǁŝƚŚ ϰϬh͘^͘͘ΑΑϯϳϬϮĂŶĚϯϳϬϰ͕ĂƐƐƵƉƉůĞŵĞŶƚĞĚďLJĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌƌĞŐƵůĂƟŽŶƐ;Ϯϵ͘&͘Z͘ΑϱͿ͘ hŶĚĞƌϰϬh͘^͘͘ΑϯϳϬϮŽĨƚŚĞĐƚ͕ĞĂĐŚĐŽŶƚƌĂĐƚŽƌŵƵƐƚďĞƌĞƋƵŝƌĞĚƚŽĐŽŵƉƵƚĞƚŚĞǁĂŐĞƐŽĨ ĞǀĞƌLJŵĞĐŚĂŶŝĐĂŶĚůĂďŽƌĞƌŽŶƚŚĞďĂƐŝƐŽĨĂƐƚĂŶĚĂƌĚǁŽƌŬǁĞĞŬŽĨϰϬŚŽƵƌƐ͘tŽƌŬŝŶĞdžĐĞƐƐŽĨ ƚŚĞƐƚĂŶĚĂƌĚǁŽƌŬǁĞĞŬŝƐƉĞƌŵŝƐƐŝďůĞƉƌŽǀŝĚĞĚƚŚĂƚƚŚĞǁŽƌŬĞƌŝƐĐŽŵƉĞŶƐĂƚĞĚĂƚĂƌĂƚĞŽĨŶŽƚ ůĞƐƐƚŚĂŶŽŶĞĂŶĚĂŚĂůĨƟŵĞƐƚŚĞďĂƐŝĐƌĂƚĞŽĨƉĂLJĨŽƌĂůůŚŽƵƌƐǁŽƌŬĞĚŝŶĞdžĐĞƐƐŽĨϰϬŚŽƵƌƐŝŶ ƚŚĞǁŽƌŬǁĞĞŬ͘dŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨϰϬh͘^͘͘ΑϯϳϬϰĂƌĞĂƉƉůŝĐĂďůĞƚŽĐŽŶƐƚƌƵĐƟŽŶǁŽƌŬĂŶĚ ƉƌŽǀŝĚĞƚŚĂƚŶŽůĂďŽƌĞƌŽƌŵĞĐŚĂŶŝĐŵƵƐƚďĞƌĞƋƵŝƌĞĚƚŽǁŽƌŬŝŶƐƵƌƌŽƵŶĚŝŶŐƐŽƌƵŶĚĞƌǁŽƌŬŝŶŐ ĐŽŶĚŝƟŽŶƐǁŚŝĐŚĂƌĞƵŶƐĂŶŝƚĂƌLJ͕ŚĂnjĂƌĚŽƵƐŽƌĚĂŶŐĞƌŽƵƐ͘dŚĞƐĞƌĞƋƵŝƌĞŵĞŶƚƐĚŽŶŽƚĂƉƉůLJƚŽ the purchases ŽĨƐƵƉƉůŝĞƐ͕ŵĂƚĞƌŝĂůƐ͕ŽƌĂƌƟĐůĞƐŽƌĚŝŶĂƌŝůLJĂǀĂŝůĂďůĞŽŶƚŚĞŽƉĞŶŵĂƌŬĞƚ͕Žƌ ĐŽŶƚƌĂĐƚƐĨŽƌƚƌĂŶƐƉŽƌƚĂƟŽŶŽƌƚƌĂŶƐŵŝƐƐŝŽŶŽĨŝŶƚĞůůŝŐĞŶĐĞ͘dŚŝƐƉƌŽǀŝƐŝŽŶŝƐŚĞƌĞďLJŝŶĐŽƌƉŽƌĂƚĞĚ ďLJƌĞĨĞƌĞŶĐĞŝŶƚŽƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨĂŶĂǁĂƌĚĨŽƌĂůů ŐƌĞĞŵĞŶƚƐďLJ^ŽƵƌĐĞǁĞůůƌĞƐƵůƟŶŐĨƌŽŵƚŚŝƐƉƌŽĐƵƌĞŵĞŶƚƉƌŽĐĞƐƐ͕^ƵƉƉůŝĞƌŵƵƐƚĐŽŵƉůLJǁŝƚŚ ĂƉƉůŝĐĂďůĞƌĞƋƵŝƌĞŵĞŶƚƐĂƐƌĞĨĞƌĞŶĐĞĚĂďŽǀĞ͘ iv)Z/',d^dK/EsEd/KE^DhEZKEdZdKZ'ZDEd͘ /ĨƚŚĞĨĞĚĞƌĂů ĂǁĂƌĚŵĞĞƚƐƚŚĞĚĞĮŶŝƟŽŶŽĨ͞ĨƵŶĚŝŶŐĂŐƌĞĞŵĞŶƚ͟ƵŶĚĞƌϯϳ͘&͘Z͘ΑϰϬϭ͘Ϯ;ĂͿĂŶĚƚŚĞƌĞĐŝƉŝĞŶƚ ŽƌƐƵďƌĞĐŝƉŝĞŶƚǁŝƐŚĞƐƚŽĞŶƚĞƌŝŶƚŽĂĐŽŶƚƌĂĐƚǁŝƚŚĂƐŵĂůůďƵƐŝŶĞƐƐĮƌŵŽƌŶŽŶƉƌŽĮƚ ŽƌŐĂŶŝnjĂƟŽŶƌĞŐĂƌĚŝŶŐƚŚĞƐƵďƐƟƚƵƟŽŶŽĨƉĂƌƟĞƐ͕ĂƐƐŝŐŶŵĞŶƚŽƌƉĞƌĨŽƌŵĂŶĐĞŽĨĞdžƉĞƌŝŵĞŶƚĂů͕ ĚĞǀĞůŽƉŵĞŶƚĂů͕ŽƌƌĞƐĞĂƌĐŚǁŽƌŬƵŶĚĞƌƚŚĂƚ͞ĨƵŶĚŝŶŐĂŐƌĞĞŵĞŶƚ͕͟ƚŚĞƌĞĐŝƉŝĞŶƚŽƌƐƵďƌĞĐŝƉŝĞŶƚ ŵƵƐƚĐŽŵƉůLJǁŝƚŚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨϯϳ͘&͘Z͘ΑϰϬϭ͕͞ZŝŐŚƚƐƚŽ/ŶǀĞŶƟŽŶƐDĂĚĞďLJEŽŶƉƌŽĮƚ KƌŐĂŶŝnjĂƟŽŶƐĂŶĚ^ŵĂůůƵƐŝŶĞƐƐ&ŝƌŵƐhŶĚĞƌ'ŽǀĞƌŶŵĞŶƚ'ƌĂŶƚƐ͕ŽŶƚƌĂĐƚƐĂŶĚŽŽƉĞƌĂƟǀĞ ŐƌĞĞŵĞŶƚƐ͕͟ĂŶĚĂŶLJŝŵƉůĞŵĞŶƟŶŐƌĞŐƵůĂƟŽŶƐŝƐƐƵĞĚďLJƚŚĞĂǁĂƌĚŝŶŐĂŐĞŶĐLJ͘^ƵƉƉůŝĞƌ ! "        Meeting Packet Page 249 of 292 091125-CMW v052824 5 ĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨĂŶĂǁĂƌĚĨŽƌĂůůŐƌĞĞŵĞŶƚƐďLJ^ŽƵƌĐĞǁĞůůƌĞƐƵůƟŶŐĨƌŽŵƚŚŝƐ ƉƌŽĐƵƌĞŵĞŶƚƉƌŽĐĞƐƐ͕^ƵƉƉůŝĞƌŵƵƐƚĐŽŵƉůLJǁŝƚŚĂƉƉůŝĐĂďůĞƌĞƋƵŝƌĞŵĞŶƚƐĂƐƌĞĨĞƌĞŶĐĞĚĂďŽǀĞ͘ v)>E/Zd;ϰϮh͘^͘͘ΑϳϰϬϭ-ϳϲϳϭY͘ͿEd,&Z>tdZWK>>hd/KE KEdZK>d;ϯϯh͘^͘͘ΑϭϮϱϭ-ϭϯϴϳͿ͘ ŽŶƚƌĂĐƚƐĂŶĚƐƵďŐƌĂŶƚƐŽĨĂŵŽƵŶƚƐŝŶĞdžĐĞƐƐŽĨ ΨϭϱϬ͕ϬϬϬƌĞƋƵŝƌĞƚŚĞŶŽŶ-ĨĞĚĞƌĂůĂǁĂƌĚƚŽĂŐƌĞĞƚŽĐŽŵƉůLJǁŝƚŚĂůůĂƉƉůŝĐĂďůĞƐƚĂŶĚĂƌĚƐ͕ŽƌĚĞƌƐ ŽƌƌĞŐƵůĂƟŽŶƐŝƐƐƵĞĚƉƵƌƐƵĂŶƚƚŽƚŚĞůĞĂŶŝƌĐƚ;ϰϮh͘^͘͘ΑϳϰϬϭ- ϳϲϳϭƋͿĂŶĚƚŚĞ&ĞĚĞƌĂů tĂƚĞƌWŽůůƵƟŽŶŽŶƚƌŽůĐƚĂƐĂŵĞŶĚĞĚ;ϯϯh͘^͘͘ΑϭϮϱϭ- ϭϯϴϳͿ͘sŝŽůĂƟŽŶƐŵƵƐƚďĞƌĞƉŽƌƚĞĚƚŽ ƚŚĞ&ĞĚĞƌĂůĂǁĂƌĚŝŶŐĂŐĞŶĐLJĂŶĚƚŚĞZĞŐŝŽŶĂůKĸĐĞŽĨƚŚĞŶǀŝƌŽŶŵĞŶƚĂůWƌŽƚĞĐƟŽŶŐĞŶĐLJ ;WͿ͘^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƚǁŝůůĐŽŵƉůLJǁŝƚŚĂƉƉůŝĐĂďůĞ ƌĞƋƵŝƌĞŵĞŶƚƐĂƐƌĞĨĞƌĞŶĐĞĚĂďŽǀĞ͘ vi)ZDEdE^h^WE^/KE;yhd/sKZZ^ϭϮϱϰϵEϭϮϲϴϵͿ͘ A contract ĂǁĂƌĚ;ƐĞĞϮ͘&͘Z͘ΑϭϴϬ͘ϮϮϬͿŵƵƐƚŶŽƚďĞŵĂĚĞƚŽƉĂƌƟĞƐůŝƐƚĞĚŽŶƚŚĞŐŽǀĞƌŶŵĞŶƚǁŝĚĞ ĞdžĐůƵƐŝŽŶƐŝŶƚŚĞ^LJƐƚĞŵĨŽƌǁĂƌĚDĂŶĂŐĞŵĞŶƚ;^DͿ͕ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞKDŐƵŝĚĞůŝŶĞƐ ĂƚϮ͘&͘Z͘ΑϭϴϬƚŚĂƚŝŵƉůĞŵĞŶƚdžĞĐƵƟǀĞKƌĚĞƌƐϭϮϱϰϵ;ϯ͘&͘Z͘ΑϭϵϴϲŽŵƉ͕͘Ɖ͘ϭϴϵͿĂŶĚ ϭϮϲϴϵ;ϯ͘&͘Z͘ΑϭϵϴϵŽŵƉ͕͘Ɖ͘ϮϯϱͿ͕͞ĞďĂƌŵĞŶƚĂŶĚ^ƵƐƉĞŶƐŝŽŶ͘͟^DdžĐůƵƐŝŽŶƐĐŽŶƚĂŝŶƐ ƚŚĞŶĂŵĞƐŽĨƉĂƌƟĞƐĚĞďĂƌƌĞĚ͕ƐƵƐƉĞŶĚĞĚ͕ŽƌŽƚŚĞƌǁŝƐĞĞdžĐůƵĚĞĚďLJĂŐĞŶĐŝĞƐ͕ĂƐǁĞůůĂƐƉĂƌƟĞƐ ĚĞĐůĂƌĞĚŝŶĞůŝŐŝďůĞƵŶĚĞƌƐƚĂƚƵƚŽƌLJŽƌƌĞŐƵůĂƚŽƌLJĂƵƚŚŽƌŝƚLJŽƚŚĞƌƚŚĂŶdžĞĐƵƟǀĞKƌĚĞƌϭϮϱϰϵ͘ ^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚŶĞŝƚŚĞƌŝƚŶŽƌŝƚƐƉƌŝŶĐŝƉĂůƐĂƌĞƉƌĞƐĞŶƚůLJĚĞďĂƌƌĞĚ͕ƐƵƐƉĞŶĚĞĚ͕ƉƌŽƉŽƐĞĚ ĨŽƌĚĞďĂƌŵĞŶƚ͕ĚĞĐůĂƌĞĚŝŶĞůŝŐŝďůĞ͕ŽƌǀŽůƵŶƚĂƌŝůLJĞdžĐůƵĚĞĚĨƌŽŵƉĂƌƟĐŝƉĂƟŽŶďLJĂŶLJĨĞĚĞƌĂů department or agency. vii)BYRD ANTI->Kz/E'DEDEd͕^DE;ϯϭh͘^͘͘ΑϭϯϱϮͿ͘ Suppliers must ĮůĞĂŶLJƌĞƋƵŝƌĞĚĐĞƌƟĮĐĂƟŽŶƐ͘^ƵƉƉůŝĞƌƐŵƵƐƚŶŽƚŚĂǀĞƵƐĞĚĨĞĚĞƌĂůĂƉƉƌŽƉƌŝĂƚĞĚĨƵŶĚƐƚŽƉĂLJ ĂŶLJƉĞƌƐŽŶŽƌŽƌŐĂŶŝnjĂƟŽŶĨŽƌŝŶŇƵĞŶĐŝŶŐŽƌĂƩĞŵƉƟŶŐƚŽŝŶŇƵĞŶĐĞĂŶŽĸĐĞƌŽƌĞŵƉůŽLJĞĞŽĨ ĂŶLJĂŐĞŶĐLJ͕ĂŵĞŵďĞƌŽĨŽŶŐƌĞƐƐ͕ŽĸĐĞƌŽƌĞŵƉůŽLJĞĞŽĨŽŶŐƌĞƐƐ͕ŽƌĂŶĞŵƉůŽLJĞĞŽĨĂ ŵĞŵďĞƌŽĨŽŶŐƌĞƐƐŝŶĐŽŶŶĞĐƟŽŶǁŝƚŚŽďƚĂŝŶŝŶŐĂŶLJĨĞĚĞƌĂůĐŽŶƚƌĂĐƚ͕ŐƌĂŶƚ͕ŽƌĂŶLJŽƚŚĞƌ ĂǁĂƌĚĐŽǀĞƌĞĚďLJϯϭh͘^͘͘ΑϭϯϱϮ͘^ƵƉƉůŝĞƌƐŵƵƐƚĚŝƐĐůŽƐĞĂŶLJůŽďbying with non-ĨĞĚĞƌĂůĨƵŶĚƐ ƚŚĂƚƚĂŬĞƐƉůĂĐĞŝŶĐŽŶŶĞĐƟŽŶǁŝƚŚŽďƚĂŝŶŝŶŐĂŶLJĨĞĚĞƌĂůĂǁĂƌĚ͘^ƵĐŚĚŝƐĐůŽƐƵƌĞƐĂƌĞĨŽƌǁĂƌĚĞĚ ĨƌŽŵƟĞƌƚŽƟĞƌƵƉƚŽƚŚĞŶŽŶ-ĨĞĚĞƌĂůĂǁĂƌĚ͘^ƵƉƉůŝĞƌƐŵƵƐƚĮůĞĂůůĐĞƌƟĮĐĂƟŽŶƐĂŶĚĚŝƐĐůŽƐƵƌĞƐ ƌĞƋƵŝƌĞĚďLJ͕ĂŶĚŽƚŚĞƌǁŝƐĞĐŽŵƉůLJǁŝƚŚ͕ƚŚĞLJƌĚŶƟ->ŽďďLJŝŶŐŵĞŶĚŵĞŶƚ;ϯϭh͘^͘͘ΑϭϯϱϮͿ͘ viii)ZKZZdEd/KEZYh/ZDEd^͘To the extent applicable, Supplier must comply ǁŝƚŚƚŚĞƌĞĐŽƌĚƌĞƚĞŶƟŽŶƌĞƋƵŝƌĞŵĞŶƚƐĚĞƚĂŝůĞĚŝŶϮ͘&͘Z͘ΑϮϬϬ͘ϯϯϯ͘dŚĞ^ƵƉƉůŝĞƌĨƵƌƚŚĞƌ ĐĞƌƟĮĞƐƚŚĂƚŝƚǁŝůůƌĞƚĂŝŶĂůůƌĞĐŽƌĚƐĂƐƌĞƋƵŝƌĞĚďLJϮ͘&͘Z͘ΑϮϬϬ͘ϯϯϯĨŽƌĂƉĞƌŝŽĚŽĨϯLJĞĂƌƐĂŌĞƌ grantees or ƐƵďŐƌĂŶƚĞĞƐƐƵďŵŝƚĮŶĂůĞdžƉĞŶĚŝƚƵƌĞƌĞƉŽƌƚƐŽƌƋƵĂƌƚĞƌůLJŽƌĂŶŶƵĂůĮŶĂŶĐŝĂů ƌĞƉŽƌƚƐ͕ĂƐĂƉƉůŝĐĂďůĞ͕ĂŶĚĂůůŽƚŚĞƌƉĞŶĚŝŶŐŵĂƩĞƌƐĂƌĞĐůŽƐĞĚ͘ ix)EZ'zWK>/zEKE^Zsd/KEdKDW>/E͘ To the extent applicable, ^ƵƉƉůŝĞƌŵƵƐƚĐŽŵƉůLJǁŝƚŚƚŚĞŵĂŶĚĂƚŽƌLJƐƚĂŶĚĂƌĚƐĂŶĚƉŽůŝĐŝĞƐƌĞůĂƟŶŐƚŽĞŶĞƌŐLJĞĸĐŝĞŶĐLJ ǁŚŝĐŚĂƌĞĐŽŶƚĂŝŶĞĚŝŶƚŚĞƐƚĂƚĞĞŶĞƌŐLJĐŽŶƐĞƌǀĂƟŽŶƉůĂŶŝƐƐƵĞĚŝŶĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞŶĞƌŐLJ WŽůŝĐLJĂŶĚŽŶƐĞƌǀĂƟŽŶĐƚ͘ x)hzDZ/EWZKs/^/KE^KDW>/E͘ To the extent applicable, Supplier must ĐŽŵƉůLJǁŝƚŚĂůůĂƉƉůŝĐĂďůĞƉƌŽǀŝƐŝŽŶƐŽĨƚŚĞƵLJŵĞƌŝĐĂŶĐƚ͘WƵƌĐŚĂƐĞƐŵĂĚĞŝŶĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚƚŚĞƵLJŵĞƌŝĐĂŶĐƚŵƵƐƚĨŽůůŽǁƚŚĞĂƉƉůŝĐĂďůĞƉƌŽĐƵƌĞŵĞŶƚƌƵůĞƐĐĂůůŝŶŐĨŽƌĨƌĞĞĂŶĚ ŽƉĞŶĐŽŵƉĞƟƟŽŶ͘ ! "        Meeting Packet Page 250 of 292 091125-CMW v052824 6 xi)^^dKZKZ^;Ϯ͘&͘Z͘ΑϮϬϬ͘ϯϯϲͿ͘ ^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŚĂƚĚƵůLJĂƵƚŚŽƌŝnjĞĚ ƌĞƉƌĞƐĞŶƚĂƟǀĞƐŽĨĂĨĞĚĞƌĂůĂŐĞŶĐLJŵƵƐƚŚĂǀĞĂĐĐĞƐƐƚŽĂŶLJŬƐ͕ĚŽĐƵŵĞŶƚƐ͕ƉĂƉĞƌƐĂŶĚ ƌĞĐŽƌĚƐŽĨ^ƵƉƉůŝĞƌƚŚĂƚĂƌĞĚŝƌĞĐƚůLJƉĞƌƟŶĞŶƚƚŽ^ƵƉƉůŝĞƌ͛ƐĚŝƐĐŚĂƌŐĞŽĨŝƚƐŽďůŝŐĂƟŽŶƐƵŶĚĞƌƚŚŝƐ ŐƌĞĞŵĞŶƚĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂŬŝŶŐĂƵĚŝƚƐ͕ĞdžĂŵŝŶĂƟŽŶƐ͕ĞdžĐĞƌƉƚƐ͕ĂŶĚƚƌĂŶƐĐƌŝƉƟŽŶƐ͘dŚĞ ƌŝŐŚƚĂůƐŽŝŶĐůƵĚĞƐƟŵĞůLJĂŶĚƌĞĂƐŽŶĂďůĞĂĐĐĞƐƐƚŽ^ƵƉƉůŝĞƌ͛ƐƉĞƌƐŽŶŶĞůĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨ ŝŶƚĞƌǀŝĞǁĂŶĚĚŝƐĐƵƐƐŝŽŶƌĞůĂƟŶŐƚŽƐƵĐŚĚŽĐƵŵĞŶƚƐ͘ xii)WZKhZDEdK&ZKsZDdZ/>^;Ϯ͘&͘Z͘ΑϮϬϬ͘ϯϮϮͿ͘A non-ĨĞĚĞƌĂůĞŶƟƚLJ ƚŚĂƚŝƐĂƐƚĂƚĞĂŐĞŶĐLJŽƌĂŐĞŶĐLJŽĨĂƉŽůŝƟĐĂůƐƵďĚŝǀŝƐŝŽŶŽĨĂƐƚĂƚĞĂŶĚŝƚƐĐŽŶƚƌĂĐƚŽƌƐŵƵƐƚ ĐŽŵƉůLJǁŝƚŚ^ĞĐƟŽŶϲϬϬϮŽĨƚŚĞ^ŽůŝĚtĂƐƚĞŝƐƉŽƐĂůĐƚ͕ĂƐĂŵĞŶĚĞĚďLJƚŚĞZĞƐŽƵƌĐĞ ŽŶƐĞƌǀĂƟŽŶĂŶĚZĞĐŽǀĞƌLJĐƚ͘dŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨ^ĞĐƟŽŶϲϬϬϮŝŶĐůƵĚĞƉƌŽĐƵƌŝŶŐŽŶůLJŝƚĞŵƐ ĚĞƐŝŐŶĂƚĞĚŝŶŐƵŝĚĞůŝŶĞƐŽĨƚŚĞŶǀŝƌŽŶŵĞŶƚĂůWƌŽƚĞĐƟŽŶŐĞŶĐLJ;WͿĂƚϰϬ͘&͘Z͘ΑϮϰϳƚŚĂƚ ĐŽŶƚĂŝŶƚŚĞŚŝŐŚĞƐƚƉĞƌĐĞŶƚĂŐĞŽĨƌĞĐŽǀĞƌĞĚŵĂƚĞƌŝĂůƐƉƌĂĐƟĐĂďůĞ͕ consistent with maintaining a ƐĂƟƐĨĂĐƚŽƌLJůĞǀĞůŽĨĐŽŵƉĞƟƟŽŶ͕ǁŚĞƌĞƚŚĞƉƵƌĐŚĂƐĞƉƌŝĐĞŽĨƚŚĞŝƚĞŵĞdžĐĞĞĚƐΨϭϬ͕ϬϬϬŽƌƚŚĞ ǀĂůƵĞŽĨƚŚĞƋƵĂŶƟƚLJĂĐƋƵŝƌĞĚĚƵƌŝŶŐƚŚĞƉƌĞĐĞĚŝŶŐĮƐĐĂůLJĞĂƌĞdžĐĞĞĚĞĚΨϭϬ͕ϬϬϬ͖ƉƌŽĐƵƌŝŶŐ solid waste management services in a mĂŶŶĞƌƚŚĂƚŵĂdžŝŵŝnjĞƐĞŶĞƌŐLJĂŶĚƌĞƐŽƵƌĐĞƌĞĐŽǀĞƌLJ͖ ĂŶĚĞƐƚĂďůŝƐŚŝŶŐĂŶĂĸƌŵĂƟǀĞƉƌŽĐƵƌĞŵĞŶƚƉƌŽŐƌĂŵĨŽƌƉƌŽĐƵƌĞŵĞŶƚŽĨƌĞĐŽǀĞƌĞĚŵĂƚĞƌŝĂůƐ ŝĚĞŶƟĮĞĚŝŶƚŚĞWŐƵŝĚĞůŝŶĞƐ͘ xiii)&Z>^>;^Ϳ͕>K'K^͕E&>'^͘ The Supplier cannot use the seal(s), logos, crests, ŽƌƌĞƉƌŽĚƵĐƟŽŶƐŽĨŇĂŐƐŽƌůŝŬĞŶĞƐƐĞƐŽĨ&ĞĚĞƌĂůĂŐĞŶĐLJŽĸĐŝĂůƐǁŝƚŚŽƵƚƐƉĞĐŝĮĐƉƌĞ-approval. xiv)EKK>/'d/KEz&Z>'KsZEDEd͘ dŚĞh͘^͘ĨĞĚĞƌĂůŐŽǀĞƌŶŵĞŶƚŝƐŶŽƚĂƉĂƌƚLJ ƚŽƚŚŝƐŐƌĞĞŵĞŶƚŽƌĂŶLJƉƵƌĐŚĂƐĞďLJĂWĂƌƟĐŝƉĂƟŶŐŶƟƚLJĂŶĚŝƐŶŽƚƐƵďũĞĐƚƚŽĂŶLJŽďůŝŐĂƟŽŶƐ ŽƌůŝĂďŝůŝƟĞƐƚŽƚŚĞWĂƌƟĐŝƉĂƟŶŐŶƟƚLJ͕^ƵƉƉůŝĞƌ͕ŽƌĂŶLJŽƚŚĞƌƉĂƌƚLJƉĞƌƚĂŝŶŝŶŐƚŽĂŶLJŵĂƩĞƌ ƌĞƐƵůƟŶŐĨƌŽŵƚŚĞŐƌĞĞŵĞŶƚŽƌĂŶLJƉƵƌĐŚĂƐĞďLJĂŶĂƵƚŚŽƌŝnjĞĚƵƐĞƌ͘ xv)WZK'ZD&ZhE&>^KZ&Zhh>Ed^ddDEd^KZZ>dd^͘ The ŽŶƚƌĂĐƚŽƌĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚϯϭh͘^͘͘Αϯϴ;ĚŵŝŶŝƐƚƌĂƟǀĞZĞŵĞĚŝĞƐĨŽƌ&ĂůƐĞůĂŝŵƐĂŶĚ ^ƚĂƚĞŵĞŶƚƐͿĂƉƉůŝĞƐƚŽƚŚĞ^ƵƉƉůŝĞƌ͛ƐĂĐƟŽŶƐƉĞƌƚĂŝŶŝŶŐƚŽƚŚŝƐŐƌĞĞŵĞŶƚŽƌĂŶLJƉƵƌĐŚĂƐĞďLJĂ WĂƌƟĐŝƉĂƟŶŐŶƟƚLJ͘ xvi)&Z>d͘ dŚĞ^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚŝƚŝƐŶŽŶ-ĚĞůŝŶƋƵĞŶƚŝŶŝƚƐƌĞƉĂLJŵĞŶƚŽĨĂŶLJ ĨĞĚĞƌĂůĚĞďƚ͘džĂŵƉůĞƐŽĨƌĞůĞǀĂŶƚĚĞďƚŝŶĐůƵĚĞĚĞůŝŶƋƵĞŶƚƉĂLJƌŽůůĂŶĚŽƚŚĞƌƚĂdžĞƐ͕ĂƵĚŝƚ ĚŝƐĂůůŽǁĂŶĐĞ͕ĂŶĚďĞŶĞĮƚŽǀĞƌƉĂLJŵĞŶƚƐ͘ xvii)KE&>/d^K&/EdZ^d͘ dŚĞ^ƵƉƉůŝĞƌŵƵƐƚŶŽƟĨLJƚŚĞh͘^͘KĸĐĞŽĨ'ĞŶĞƌĂů^ĞƌǀŝĐĞƐ͕ ^ŽƵƌĐĞǁĞůů͕ĂŶĚWĂƌƟĐŝƉĂƟŶŐŶƟƚLJĂƐƐŽŽŶĂƐƉŽƐƐŝďůĞŝĨƚŚŝƐŐƌĞĞŵĞŶƚŽƌĂŶLJĂƐƉĞĐƚƌĞůĂƚĞĚ ƚŽƚŚĞĂŶƟĐŝƉĂƚĞĚǁŽƌŬƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚƌĂŝƐĞƐĂŶĂĐƚƵĂůŽƌƉŽƚĞŶƟĂůĐŽŶŇŝĐƚŽĨŝŶƚĞƌĞƐƚ(as ĚĞƐĐƌŝďĞĚŝŶϮ͘&͘Z͘WĂƌƚϮϬϬͿ͘dŚĞ^ƵƉƉůŝĞƌŵƵƐƚĞdžƉůĂŝŶƚŚĞĂĐƚƵĂůŽƌƉŽƚĞŶƟĂůĐŽŶŇŝĐƚŝŶ ǁƌŝƟŶŐŝŶƐƵĸĐŝĞŶƚĚĞƚĂŝůƐŽƚŚĂƚƚŚĞh͘^͘KĸĐĞŽĨ'ĞŶĞƌĂů^ĞƌǀŝĐĞƐ͕^ŽƵƌĐĞǁĞůů͕ĂŶĚ WĂƌƟĐŝƉĂƟŶŐŶƟƚLJĂƌĞĂďůĞƚŽĂƐƐĞƐƐƚŚĞĂĐƚƵĂůŽƌƉŽƚĞŶƟĂůĐŽŶŇŝĐƚ͖ĂŶĚƉƌŽǀŝĚĞĂŶLJĂĚĚŝƟŽŶĂů ŝŶĨŽƌŵĂƟŽŶĂƐŶĞĐĞƐƐĂƌLJŽƌƌĞƋƵĞƐƚĞĚ͘ xviii)h͘^͘yhd/sKZZϭϯϮϮϰ͘ The Supplier, and its subcontractors, must comply with h͘^͘džĞĐƵƟǀĞKƌĚĞƌϭϯϮϮϰĂŶĚh͘^͘>ĂǁƐƚŚĂƚƉƌŽŚŝďŝƚƚƌĂŶƐĂĐƟŽŶƐǁŝƚŚĂŶĚƉƌŽǀŝƐŝŽŶŽĨ ƌĞƐŽƵƌĐĞƐĂŶĚƐƵƉƉŽƌƚƚŽŝŶĚŝǀŝĚƵĂůƐĂŶĚŽƌŐĂŶŝnjĂƟŽŶƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚƚĞƌƌŽƌŝƐŵ͘ ! "        Meeting Packet Page 251 of 292 091125-CMW v052824 7 xix)WZK,//d/KEKEZd/Ed>KDDhE/d/KE^Es/K^hZs/>>E ^Zs/^KZYh/WDEd͘ dŽƚŚĞĞdžƚĞŶƚĂƉƉůŝĐĂďůĞ͕^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨ ƚŚŝƐŐƌĞĞŵĞŶƚŝƚǁŝůůĐŽŵƉůLJǁŝƚŚĂƉƉůŝĐĂďůĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨϮ͘&͘Z͘ΑϮϬϬ͘Ϯϭϲ͘ xx)KD^d/WZ&ZE^&KZWZKhZDEd^͘ To the extent applicable, Supplier ĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕^ƵƉƉůŝĞƌǁŝůůĐŽŵƉůLJǁŝƚŚĂƉƉůŝĐĂďůĞ ƌĞƋƵŝƌĞŵĞŶƚƐŽĨϮ͘&͘Z͘ΑϮϬϬ͘ϯϮϮ͘ ƌƟĐůĞϮ͗ ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌKďůŝŐĂƟŽŶƐ dŚĞdĞƌŵƐŝŶƚŚŝƐƌƟĐůĞϮƌĞůĂƚĞƐƉĞĐŝĮĐĂůůLJƚŽ^ŽƵƌĐĞǁĞůůĂŶĚŝƚƐĂĚŵŝŶŝƐƚƌĂƟŽŶŽĨƚŚŝƐDĂƐƚĞƌ ŐƌĞĞŵĞŶƚǁŝƚŚ^ƵƉƉůŝĞƌĂŶĚ^ƵƉƉůŝĞƌ͛ƐŽďůŝŐĂƟŽŶƐƚŚĞƌĞƵŶĚĞƌ͘ 1)ƵƚŚŽƌŝnjĞĚ^ĞůůĞƌƐ͘^ƵƉƉůŝĞƌŵƵƐƚƉƌŽǀŝĚĞ^ŽƵƌĐĞǁĞůůĂĐƵƌƌĞŶƚŵĞĂŶƐƚŽǀĂůŝĚĂƚĞŽƌĂƵƚŚĞŶƟĐĂƚĞ ^ƵƉƉůŝĞƌ͛ƐĂƵƚŚŽƌŝnjĞĚĚĞĂůĞƌƐ͕ĚŝƐƚƌŝďƵƚŽƌƐ͕ŽƌƌĞƐĞůůĞƌƐǁŚŝĐŚŵĂLJĐŽŵƉůĞƚĞƚƌĂŶƐĂĐƟŽŶƐŽĨ/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐŽīĞƌĞĚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘^ŽƵƌĐĞǁĞůůŵĂLJƌĞƋƵĞƐƚƵƉĚĂƚĞĚŝŶĨŽƌŵĂƟŽŶŝŶŝƚƐ ĚŝƐĐƌĞƟŽŶ͕ĂŶĚ^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŽƉƌŽǀŝĚĞƌĞƋƵĞƐƚĞĚŝŶĨŽƌŵĂƟŽŶǁŝƚŚŝŶĂƌĞĂƐŽŶĂďůĞƟŵĞ͘ 2)WƌŽĚƵĐƚĂŶĚWƌŝĐĞŚĂŶŐĞƐZĞƋƵŝƌĞŵĞŶƚƐ͘ ^ƵƉƉůŝĞƌŵĂLJƌĞƋƵĞƐƚ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐchanges, ĂĚĚŝƟŽŶƐ͕ŽƌĚĞůĞƟŽŶƐĂƚĂŶLJƟŵĞ͘ůůƌĞƋƵĞƐƚƐŵƵƐƚďĞŵĂĚĞŝŶǁƌŝƟŶŐďLJƐƵďŵŝƫŶŐĂ^ŽƵƌĐĞǁĞůů WƌŝĐĞĂŶĚWƌŽĚƵĐƚŚĂŶŐĞZĞƋƵĞƐƚ&ŽƌŵƚŽ^ŽƵƌĐĞǁĞůů͘ƚĂŵŝŶŝŵƵŵ͕ƚŚĞƌĞƋƵĞƐƚŵƵƐƚ͗ x /ĚĞŶƟĨLJƚŚĞĂƉƉůŝĐĂďůĞ^ŽƵƌĐĞǁĞůůŐƌĞĞŵĞŶƚŶƵŵďĞƌ͖ x ůĞĂƌůLJƐƉĞĐŝĨLJƚŚĞƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ͖ x WƌŽǀŝĚĞƐƵĸĐŝĞŶƚĚĞƚĂŝůƚŽũƵƐƟĨLJƚŚĞƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ͖ x /ŶĚŝǀŝĚƵĂůůLJůŝƐƚĂůů/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐĂīĞĐƚĞĚďLJƚŚĞƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ͕ĂůŽŶŐǁŝƚŚƚŚĞ ƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ;Ğ͘Ő͕͘ĂĚĚŝƟŽŶ͕ĚĞůĞƟŽŶ͕ƉƌŝĐĞĐŚĂŶŐĞͿ͖ĂŶĚ x /ŶĐůƵĚĞĂĐŽŵƉůĞƚĞƌĞƐƚĂƚĞŵĞŶƚŽĨWƌŝĐŝŶŐ>ŝƐƚǁŝƚŚƚŚĞĞīĞĐƟǀĞĚĂƚĞŽĨƚŚĞŵŽĚŝĮĞĚƉƌŝĐŝŶŐ͕ ŽƌƉƌŽĚƵĐƚĂĚĚŝƟŽŶŽƌĚĞůĞƟŽŶ͘dŚĞŶĞǁƉƌŝĐŝŶŐƌĞƐƚĂƚĞŵĞŶƚŵƵƐƚŝŶĐůƵĚĞĂůů/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐŽīĞƌĞĚ͕ĞǀĞŶĨŽƌƚŚŽƐĞŝƚĞŵƐǁŚĞƌĞƉƌŝĐŝŶŐƌĞŵĂŝŶƐƵŶĐŚĂŶŐĞĚ͘ ĨƵůůLJĞdžĞĐƵƚĞĚ^ŽƵƌĐĞǁĞůůWƌŝĐĞĂŶĚWƌŽĚƵĐƚŚĂŶŐĞZĞƋƵĞƐƚ&ŽƌŵǁŝůůďĞĐŽŵĞĂŶĂŵĞŶĚŵĞŶƚƚŽ ƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚǁŝůůďĞŝŶĐŽƌƉŽƌĂƚĞĚďLJƌĞĨĞƌĞŶĐĞ͘ 3)ƵƚŚŽƌŝnjĞĚZĞƉƌĞƐĞŶƚĂƟǀĞ͘ ^ƵƉƉůŝĞƌǁŝůůĂƐƐŝŐŶĂŶƵƚŚŽƌŝnjĞĚZĞƉƌĞƐĞŶƚĂƟǀĞƚŽ^ŽƵƌĐĞǁĞůůĨŽƌƚŚŝƐ ŐƌĞĞŵĞŶƚĂŶĚŵƵƐƚƉƌŽǀŝĚĞƉƌŽŵƉƚŶŽƟĐĞƚŽ^ŽƵƌĐĞǁĞůůŝĨƚŚĂƚƉĞƌƐŽŶŝƐĐŚĂŶŐĞĚ͘dŚĞƵƚŚŽƌŝnjĞĚ ZĞƉƌĞƐĞŶƚĂƟǀĞǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌ͗ x DĂŝŶƚĞŶĂŶĐĞĂŶĚŵĂŶĂŐĞŵĞŶƚŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͖ x dŝŵĞůLJƌĞƐƉŽŶƐĞƚŽĂůů^ŽƵƌĐĞǁĞůůĂŶĚWĂƌƟĐŝƉĂƟŶŐŶƟƚLJŝŶƋƵŝƌŝĞƐ͖ĂŶĚ x WĂƌƟĐŝƉĂƟŽŶŝŶƌĞǀŝĞǁƐǁŝƚŚ^ŽƵƌĐĞǁĞůů͘ ^ŽƵƌĐĞǁĞůůΖƐƵƚŚŽƌŝnjĞĚZĞƉƌĞƐĞŶƚĂƟǀĞŝƐŝƚƐŚŝĞĨWƌŽĐƵƌĞŵĞŶƚKĸĐĞƌ. ! "        Meeting Packet Page 252 of 292 091125-CMW v052824 8 4)WĞƌĨŽƌŵĂŶĐĞZĞǀŝĞǁƐ͘ Supplier will ƉĞƌĨŽƌŵĂŵŝŶŝŵƵŵŽĨŽŶĞƌĞǀŝĞǁǁŝƚŚ^ŽƵƌĐĞǁĞůůƉĞƌ ĂŐƌĞĞŵĞŶƚLJĞĂƌ͘dŚĞƌĞǀŝĞǁǁŝůůĐŽǀĞƌƚƌĂŶƐĂĐƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐ͕ƉƌŝĐŝŶŐĂŶĚƚĞƌŵƐ͕ ĂĚŵŝŶŝƐƚƌĂƟǀĞĨĞĞƐ͕ƐĂůĞƐĚĂƚĂƌĞƉŽƌƚƐ͕ƉĞƌĨŽƌŵĂŶĐĞŝƐƐƵĞƐ͕ƐƵƉƉůLJ chain issues, customer issues, and ĂŶLJŽƚŚĞƌŶĞĐĞƐƐĂƌLJŝŶĨŽƌŵĂƟŽŶ͘ 5)^ĂůĞƐZĞƉŽƌƟŶŐZĞƋƵŝƌĞĚ͘ ^ƵƉƉůŝĞƌŝƐƌĞƋƵŝƌĞĚĂƐĂŵĂƚĞƌŝĂůĞůĞŵĞŶƚƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚƚŽ ƌĞƉŽƌƚĂůůĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐǁŝƚŚWĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐƵƟůŝnjŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͘&ĂŝůƵƌĞƚŽ provide complete and accurate ƌĞƉŽƌƚƐĂƐĚĞĮŶĞĚŚĞƌĞŝŶǁŝůůďĞĂŵĂƚĞƌŝĂůďƌĞĂĐŚŽĨƚŚĞŐƌĞĞŵĞŶƚ ĂŶĚ^ŽƵƌĐĞǁĞůůƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽƉƵƌƐƵĞĂůůƌĞŵĞĚŝĞƐĂǀĂŝůĂďůĞĂƚůĂǁŝŶĐůƵĚŝŶŐĐĂŶĐĞůůĂƟŽŶŽĨ this Agreement. 6)ZĞƉŽƌƟŶŐZĞƋƵŝƌĞŵĞŶƚƐ͘ ^ƵƉƉůŝĞƌŵƵƐƚƉƌŽǀŝĚĞ^ŽƵƌĐĞǁĞůůĂŶĂĐƟǀŝƚLJƌĞƉŽƌƚŽĨĂůůƚƌĂŶƐĂĐƟŽŶƐ ĐŽŵƉůĞƚĞĚƵƟůŝnjŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͘ZĞƉŽƌƚƐĂƌĞĚƵĞĂƚůĞĂƐƚŽŶĐĞĞĂĐŚĐĂůĞŶĚĂƌƋƵĂƌƚĞƌ;ZĞƉŽƌƟŶŐ WĞƌŝŽĚͿ͘ZĞƉŽƌƚƐŵƵƐƚďĞƌĞĐĞŝǀĞĚŶŽůĂƚĞƌƚŚĂŶϰϱĐĂůĞŶĚĂƌĚĂLJƐĂŌĞƌƚŚĞĞŶĚŽĨĞĂch calendar ƋƵĂƌƚĞƌ͘^ƵƉƉůŝĞƌŵĂLJƌĞƉŽƌƚŽŶĂŵŽƌĞĨƌĞƋƵĞŶƚďĂƐŝƐŝŶŝƚƐĚŝƐĐƌĞƟŽŶ͘ZĞƉŽƌƚƐŵƵƐƚďĞƉƌŽǀŝĚĞĚ ƌĞŐĂƌĚůĞƐƐŽĨƚŚĞĂŵŽƵŶƚŽĨĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐĚƵƌŝŶŐƚŚĂƚƋƵĂƌƚĞƌ;ŝ͘Ğ͕͘ŝĨƚŚĞƌĞĂƌĞŶŽƐĂůĞƐ͕ Supplier must submit a ƌĞƉŽƌƚŝŶĚŝĐĂƟŶŐŶŽƐĂůĞƐǁĞƌĞŵĂĚĞͿ͘ dŚĞZĞƉŽƌƚŵƵƐƚĐŽŶƚĂŝŶƚŚĞĨŽůůŽǁŝŶŐĮĞůĚƐ͗ x WĂƌƟĐŝƉĂƟŶŐŶƟƚLJEĂŵĞ;Ğ͘Ő͕͘ŝƚLJŽĨ^ƚĂƉůĞƐ,ŝŐŚǁĂLJĞƉĂƌƚŵĞŶƚͿ͖ x WĂƌƟĐŝƉĂƟŶŐŶƟƚLJWŚLJƐŝĐĂů^ƚƌĞĞƚĚĚƌĞƐƐ͖ x WĂƌƟĐŝƉĂƟŶŐŶƟƚLJŝƚLJ͖ x WĂƌƟĐŝƉĂƟŶŐŶƟƚLJ^ƚĂƚĞͬWƌŽǀŝŶĐĞ͖ x WĂƌƟĐŝƉĂƟŶŐŶƟƚLJŝƉͬWŽƐƚĂůŽĚĞ͖ x ^ŽƵƌĐĞǁĞůůWĂƌƟĐŝƉĂƟŶŐŶƟƚLJAccount Number; x dƌĂŶƐĂĐƟŽŶĞƐĐƌŝƉƟŽŶ͖ x dƌĂŶƐĂĐƟŽŶWƵƌĐŚĂƐĞĚWƌŝĐĞ͖ x ^ŽƵƌĐĞǁĞůůĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƉƉůŝĞĚ͖ĂŶĚ x ĂƚĞdƌĂŶƐĂĐƟŽŶǁĂƐŝŶǀŽŝĐĞĚͬƐĂůĞǁĂƐƌĞĐŽŐŶŝnjĞĚĂƐƌĞǀĞŶƵĞďLJ^ƵƉƉůŝĞƌ͘ /Ĩcollected by Supplier, ƚŚĞZĞƉŽƌƚŵĂLJŝŶĐůƵĚĞƚŚĞĨŽůůŽǁŝŶŐĮĞůĚƐĂƐĂǀĂŝůĂďůĞ͗ x WĂƌƟĐŝƉĂƟŶŐŶƟƚLJŽŶƚĂĐƚEĂŵĞ͖ x WĂƌƟĐŝƉĂƟŶŐŶƟƚLJŽŶƚĂĐƚŵĂŝůĚĚƌĞƐƐ͖ x WĂƌƟĐŝƉĂƟŶŐŶƟƚLJŽŶƚĂĐƚdĞůĞƉŚŽŶĞEƵŵďĞƌ͖ 7)ĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞ͘ /ŶĐŽŶƐŝĚĞƌĂƟŽŶĨŽƌƚŚĞƐƵƉƉŽƌƚĂŶĚƐĞƌǀŝĐĞƐƉƌŽǀŝĚĞĚďLJ^ŽƵƌĐĞǁĞůů͕^ƵƉƉůŝĞƌ ǁŝůůƉĂLJĂŶĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƚŽ^ŽƵƌĐĞǁĞůůŽŶĂůůĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐ ƵƟůŝnjŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌǁŝůůŝŶĐůƵĚĞŝƚƐĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞǁŝƚŚin its proposed pricing. ^ƵƉƉůŝĞƌŵĂLJŶŽƚĚŝƌĞĐƚůLJĐŚĂƌŐĞWĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐƚŽŽīƐĞƚƚŚĞĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞ͘ 8)&ĞĞĂůĐƵůĂƟŽŶ͘ ^ƵƉƉůŝĞƌ͛ƐĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƉĂLJĂďůĞƚŽ^ŽƵƌĐĞǁĞůůǁŝůůďĞĐĂůĐƵůĂƚĞĚĂƐĂƐƚĂƚĞĚ ƉĞƌĐĞŶƚĂŐĞ;ůŝƐƚĞĚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůͿŽĨĂůůĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐƵƟůŝnjŝŶŐƚŚŝƐDĂƐƚĞƌ ŐƌĞĞŵĞŶƚǁŝƚŚŝŶƚŚĞƉƌĞĐĞĚŝŶŐZĞƉŽƌƟŶŐWĞƌŝŽĚ͘ For certain categories, a ŇĂƚĨĞĞ may be proposed. dŚĞĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞǁŝůůďĞƐƚĂƚĞĚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂů. 9)&ĞĞZĞŵŝƩĂŶĐĞ͘ ^ƵƉƉůŝĞƌǁŝůůƌĞŵŝƚĨĞĞƚŽ^ŽƵƌĐĞǁĞůůŶŽůĂƚĞƌƚŚĂŶϰϱĐĂůĞŶĚĂƌĚĂLJƐĂŌĞƌƚŚĞĐůŽƐĞ ŽĨƚŚĞƉƌĞĐĞĚŝŶŐĐĂůĞŶĚĂƌƋƵĂƌƚĞƌŝŶĐŽŶũƵŶĐƟŽŶǁŝƚŚ^ƵƉƉůŝĞƌ͛ƐZĞƉŽƌƟŶŐWĞƌŝŽĚŽďůŝŐĂƟŽŶƐ ! "        Meeting Packet Page 253 of 292 091125-CMW v052824 9 ĚĞĮŶĞĚŚĞƌĞŝŶ͘WĂLJŵĞŶƚƐƐŚŽƵůĚŶŽƚĞƚŚĞ^ƵƉƉůŝĞƌ͛ƐŶĂŵĞĂŶĚ^ŽƵƌĐĞǁĞůů-assigned Agreement number in the memo; and must be either mailed to Sourcewell ĂďŽǀĞ͞ƩŶ͗ĐĐŽƵŶƚƐZĞĐĞŝǀĂďůĞ͟Žƌ ƌĞŵŝƩĞĚĞůĞĐƚƌŽŶŝĐĂůůLJƚŽ^ŽƵƌĐĞǁĞůů͛ƐďĂŶŬŝŶŐŝŶƐƟƚƵƟŽŶƉĞƌ^ŽƵƌĐĞǁĞůů͛Ɛ&ŝŶĂŶĐĞĚĞƉĂƌƚŵĞŶƚ ŝŶƐƚƌƵĐƟŽŶƐ͘ 10)EŽŶĐŽŵƉůŝĂŶĐĞ͘ Sourcewell reserves the right to seek all remedies available ĂƚůĂǁĨŽƌƵŶƉĂŝĚŽƌ ƵŶĚĞƌƉĂŝĚĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐĚƵĞƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘&ĂŝůƵƌĞƚŽƌĞŵŝƚƉĂLJŵĞŶƚ͕ĚĞůŝŶƋƵĞŶƚ payments͕ƵŶĚĞƌƉĂLJŵĞŶƚƐ͕ŽƌŽƚŚĞƌĚĞǀŝĂƟŽŶƐĨƌŽŵƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚŵĂLJďĞ ĚĞĞŵĞĚĂŵĂƚĞƌŝĂůďƌĞĂĐŚĂŶĚŵĂLJƌĞƐƵůƚŝŶĐĂŶĐĞůůĂƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚĚŝƐďĂƌŵĞŶƚĨƌŽŵ ĨƵƚƵƌĞŐƌĞĞŵĞŶƚƐ͘ 11)ƵĚŝƚZĞƋƵŝƌĞŵĞŶƚƐ͘ Pursuant to Minn. Stat. Α 16C.05, subdivision 5, the books, records, ĚŽĐƵŵĞŶƚƐ͕ĂŶĚĂĐĐŽƵŶƟŶŐƉƌŽĐĞĚƵƌĞƐĂŶĚƉƌĂĐƟĐĞƐƌĞůĞǀĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚĂƌĞƐƵďũĞĐƚƚŽ ĞdžĂŵŝŶĂƟŽŶďLJ^ŽƵƌĐĞǁĞůůand ƚŚĞDŝŶŶĞƐŽƚĂ^ƚĂƚĞƵĚŝƚŽƌĨŽƌĂŵŝŶŝŵƵŵŽĨƐŝdžLJĞĂƌƐĨƌŽŵƚŚĞĞŶĚ ŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŽĨƵůůLJĐŽŽƉĞƌĂƚĞǁŝƚŚ^ŽƵƌĐĞǁĞůůŝŶĂƵĚŝƟŶŐƚƌĂŶƐĂĐƟŽŶƐƵŶĚĞƌ ƚŚŝƐŐƌĞĞŵĞŶƚƚŽĞŶƐƵƌĞĐŽŵƉůŝĂŶĐĞǁŝƚŚƉƌŝĐŝŶŐƚĞƌŵƐ͕ĐŽƌƌĞĐƚĐĂůĐƵůĂƟŽŶĂŶĚƌĞŵŝƩĂŶĐĞŽĨ ĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐ͕ĂŶĚǀĞƌŝĮĐĂƟŽŶŽĨƚƌĂŶƐĂĐƟŽŶƐĂƐŵĂLJďĞƌĞƋƵĞƐƚĞĚďLJĂWĂƌƟĐŝƉĂƟŶŐŶƟƚLJŽƌ Sourcewell. 12)ƐƐŝŐŶŵĞŶƚ͕dƌĂŶƐĨĞƌ͕ĂŶĚĚŵŝŶŝƐƚƌĂƟǀĞŚĂŶŐĞƐ͘^ƵƉƉůŝĞƌŵĂLJŶŽƚĂƐƐŝŐŶŽƌŽƚŚĞƌǁŝƐĞƚƌĂŶƐĨĞƌŝƚƐ ƌŝŐŚƚƐŽƌŽďůŝŐĂƟŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚǁŝƚŚŽƵƚƚŚĞƉƌŝŽƌǁƌŝƩĞŶĐŽŶƐĞŶƚŽĨ^ŽƵƌĐĞǁĞůů͘^ƵĐŚ consent will not be unreasonably withheld. Sourcewell reserves the right to unilaterally assign all or ƉŽƌƟŽŶƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚǁŝƚŚŝŶŝƚƐƐŽůĞĚŝƐĐƌĞƟŽŶƚŽĂĚĚƌĞƐƐĐŽƌƉŽƌĂƚĞƌĞƐƚƌƵĐƚƵƌŝŶŐƐ͕ŵĞƌŐĞƌƐ͕ ĂĐƋƵŝƐŝƟŽŶƐ͕ŽƌŽƚŚĞƌĐŚĂŶŐĞƐƚŽƚŚĞResponsible Party and named in the Agreement. Any prohibited assignment is ŝŶǀĂůŝĚ͘hƉŽŶƌĞƋƵĞƐƚ ^ŽƵƌĐĞǁĞůůŵĂLJŵĂŬĞĂĚŵŝŶŝƐƚƌĂƟǀĞĐŚĂŶŐĞƐƚŽĂŐƌĞĞŵĞŶƚ ĚŽĐƵŵĞŶƚĂƟŽŶƐƵĐŚĂƐŶĂŵĞĐŚĂŶŐĞƐ͕ĂĚĚƌĞƐƐĐŚĂŶŐĞƐ͕ĂŶĚŽƚŚĞƌŶŽŶ-material updates as determined ǁŝƚŚŝŶŝƚƐƐŽůĞĚŝƐĐƌĞƟŽŶ͘ 13)ŵĞŶĚŵĞŶƚƐ͘ ŶLJŵĂƚĞƌŝĂůĐŚĂŶŐĞƚŽƚŚŝƐŐƌĞĞŵĞŶƚŵƵƐƚďĞĞdžĞĐƵƚĞĚŝŶǁƌŝƟŶŐƚŚƌŽƵŐŚĂŶ ĂŵĞŶĚŵĞŶƚĂŶĚǁŝůůŶŽƚďĞĞīĞĐƟǀĞƵŶƟůŝƚŚĂƐďĞĞŶĚƵůLJĞdžĞĐƵƚĞĚďLJƚŚĞƉĂƌƟĞƐ. 14)tĂŝǀĞƌ͘ Failure by Sourcewell to ĞŶĨŽƌĐĞany right under this Agreement will not be deemed a waiver ŽĨƐƵĐŚƌŝŐŚƚŝŶƚŚĞĞǀĞŶƚŽĨƚŚĞĐŽŶƟŶƵĂƟŽŶŽƌƌĞƉĞƟƟŽŶŽĨƚŚĞĐŝƌĐƵŵƐƚĂŶĐĞƐŐŝǀŝŶŐƌŝƐĞƚŽƐƵĐŚ right. 15)ŽŵƉůĞƚĞŐƌĞĞŵĞŶƚ͘ dŚŝƐŐƌĞĞŵĞŶƚƌĞƉƌĞƐĞŶƚƐƚŚĞĐŽŵƉůĞƚĞĂŐƌĞĞŵĞŶƚďĞƚǁĞĞŶƚŚĞƉĂƌƟĞƐ ĨŽƌ ƚŚĞƐĐŽƉĞĂƐĚĞĮŶĞĚŚĞƌĞŝŶ͘^ƵƉƉůŝĞƌĂŶĚ^ŽƵƌĐĞǁĞůůŵĂLJĞŶƚĞƌŝŶƚŽƐĞƉĂƌĂƚĞǁƌŝƩĞŶĂŐƌĞĞŵĞŶƚƐ ƌĞůĂƟŶŐƐƉĞĐŝĮĐĂůůLJƚŽƚƌĂŶƐĂĐƟŽŶƐŽƵƚƐŝĚĞŽĨƚŚĞƐĐŽƉĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘ 16)ZĞůĂƟŽŶƐŚŝƉŽĨ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌ͘ This Agreement does not create a partnership, joint ǀĞŶƚƵƌĞ͕ŽƌĂŶLJŽƚŚĞƌƌĞůĂƟŽŶƐŚŝƉƐƵĐŚĂƐĞŵƉůŽLJĞĞ͕ŝŶĚĞƉĞŶĚĞŶƚĐŽŶƚƌĂĐƚŽƌ͕ŵĂƐƚĞƌ-servant, or principal-agent. 17)/ŶĚĞŵŶŝĮĐĂƟŽŶ͘ ^ƵƉƉůŝĞƌŵƵƐƚŝŶĚĞŵŶŝĨLJ͕ĚĞĨĞŶĚ͕ƐĂǀĞ͕ĂŶĚŚŽůĚ^ŽƵƌĐĞǁĞůů͕ŝŶĐůƵĚŝŶŐƚŚĞŝƌĂŐĞŶƚƐ ĂŶĚĞŵƉůŽLJĞĞƐ͕ŚĂƌŵůĞƐƐĨƌŽŵĂŶLJĐůĂŝŵƐŽƌĐĂƵƐĞƐŽĨĂĐƟŽŶ͕ŝŶĐůƵĚŝŶŐĂƩŽƌŶĞLJƐ͛ĨĞĞƐŝŶĐƵƌƌĞĚďLJ Sourcewell, directly ĂƌŝƐŝŶŐŽƵƚŽĨĂŶLJĂĐƚŽƌŽŵŝƐƐŝŽŶŝŶƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚďLJƚŚĞ Supplier or its agents or employees, to the extent caused by Supplier͖ƚŚŝƐŝŶĚĞŵŶŝĮĐĂƟŽŶŝŶĐůƵĚĞƐ ŝŶũƵƌLJŽƌĚĞĂƚŚƚŽƉĞƌƐŽŶ;ƐͿŽƌƉƌŽƉĞƌƚLJĂůůĞŐĞĚƚŽŚĂǀĞďĞĞŶĐĂƵƐĞĚďLJƐŽŵĞĚĞĨĞĐƚŝŶĚĞƐŝŐŶ͕ ! "        Meeting Packet Page 254 of 292 091125-CMW v052824 10 ĐŽŶĚŝƟŽŶ͕ŽƌƉĞƌĨŽƌŵĂŶĐĞŽĨ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘^ŽƵƌĐĞǁĞůů͛ƐƌĞƐƉŽŶƐŝďŝůŝƚLJ ǁŝůůďĞŐŽǀĞƌŶĞĚďLJƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ͛ƐdŽƌƚ>ŝĂďŝůŝƚLJĐƚ;DŝŶŶĞƐŽƚĂ^ƚĂƚƵƚĞƐŚĂƉƚĞƌϰϲϲͿĂŶĚ other applicable law. 18)ĂƚĂWƌĂĐƟĐĞƐ͘ Supplier and Sourcewell acknowledge Sourcewell is subject to the Minnesota 'ŽǀĞƌŶŵĞŶƚĂƚĂWƌĂĐƟĐĞƐĐƚ͕DŝŶŶĞƐŽƚĂ^ƚĂƚƵƚĞƐŚĂƉƚĞƌϭϯ͘ƐŝƚĂƉƉůŝĞƐƚŽĂůůĚĂƚĂĐƌĞĂƚĞĚĂŶĚ ŵĂŝŶƚĂŝŶĞĚŝŶƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕^ƵƉƉůŝĞƌŵĂLJďĞƐƵďũĞĐƚƚŽƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚŝƐ chapter. 19)'ƌĂŶƚŽĨ>ŝĐĞŶƐĞ͘ a)ƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͗ i)^ƵƉƉůŝĞƌWƌŽŵŽƟŽŶ͘ Sourcewell grants to Supplier a royalty-ĨƌĞĞ͕ǁŽƌůĚǁŝĚĞ͕ŶŽŶ-exclusive ƌŝŐŚƚĂŶĚůŝĐĞŶƐĞƚŽƵƐĞƚŚĞƚƌĂĚĞŵĂƌŬ;ƐͿƉƌŽǀŝĚĞĚƚŽ^ƵƉƉůŝĞƌďLJ^ŽƵƌĐĞǁĞůůŝŶĂĚǀĞƌƟƐŝŶŐ͕ ƉƌŽŵŽƟŽŶĂůŵĂƚĞƌŝĂůƐ͕ĂŶĚŝŶĨŽƌŵĂƟŽŶĂůƐŝƚĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂƌŬĞƟŶŐ^ŽƵƌĐĞǁĞůů͛Ɛ Agreement with Supplier. ii)^ŽƵƌĐĞǁĞůůWƌŽŵŽƟŽŶ͘ Supplier grants to Sourcewell a royalty-ĨƌĞĞ͕ǁŽƌůĚǁŝĚĞ͕ŶŽŶ- ĞdžĐůƵƐŝǀĞƌŝŐŚƚĂŶĚůŝĐĞŶƐĞƚŽƵƐĞ^ƵƉƉůŝĞƌ͛ƐƚƌĂĚĞŵĂƌŬƐŝŶĂĚǀĞƌƟƐŝŶŐ͕ƉƌŽŵŽƟŽŶĂů ŵĂƚĞƌŝĂůƐ͕ĂŶĚŝŶĨŽƌŵĂƟŽŶĂůƐŝƚĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂƌŬĞƟŶŐ^ƵƉƉůŝĞƌ͛ƐŐƌĞĞŵĞŶƚǁŝƚŚ Sourcewell. b)>ŝŵŝƚĞĚZŝŐŚƚŽĨ^ƵďůŝĐĞŶƐĞ͘ dŚĞƌŝŐŚƚĂŶĚůŝĐĞŶƐĞŐƌĂŶƚĞĚŚĞƌĞŝŶŝŶĐůƵĚĞƐĂůŝŵŝƚĞĚƌŝŐŚƚŽĨĞĂĐŚ ƉĂƌƚLJƚŽŐƌĂŶƚƐƵďůŝĐĞŶƐĞƐƚŽƚŚĞŝƌƌĞƐƉĞĐƟǀĞƐƵďƐŝĚŝĂƌŝĞƐ͕ĚŝƐƚƌŝďƵƚŽƌƐ͕ĚĞĂůĞƌƐ͕ƌĞƐĞůůĞƌƐ͕ ŵĂƌŬĞƟŶŐƌĞƉƌĞƐĞŶƚĂƟǀĞƐ͕ƉĂƌƚŶĞƌƐ͕ŽƌĂŐĞŶƚƐ;ĐŽůůĞĐƟǀĞůLJ͞WĞƌŵŝƩĞĚ^ƵďůŝĐĞŶƐĞĞƐ͟ͿŝŶ ĂĚǀĞƌƟƐŝŶŐ͕ƉƌŽŵŽƟŽŶĂů͕ŽƌŝŶĨŽƌŵĂƟŽŶĂůŵĂƚĞƌŝĂůƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂƌŬĞƟŶŐƚŚĞWĂƌƟĞƐ͛ ƌĞůĂƟŽŶƐŚŝƉ͘ŶLJƐƵďůŝĐĞŶƐĞŐƌĂŶƚĞĚǁŝůůďĞƐƵďũĞĐƚƚŽƚŚĞƚĞƌŵƐĂŶĚĐŽŶĚŝƟŽŶƐŽĨƚŚŝƐƌƟĐůĞ͘ ĂĐŚƉĂƌƚLJǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌĂŶLJďƌĞĂĐŚŽĨƚŚŝƐƐĞĐƟŽŶ ďLJĂŶLJŽĨƚŚĞŝƌƌĞƐƉĞĐƟǀĞ sublicensees. c)hƐĞ͖YƵĂůŝƚLJŽŶƚƌŽů͘ i)EĞŝƚŚĞƌƉĂƌƚLJŵĂLJĂůƚĞƌƚŚĞŽƚŚĞƌƉĂƌƚLJ͛ƐƚƌĂĚĞŵĂƌŬƐĨƌŽŵƚŚĞĨŽƌŵƉƌŽǀŝĚĞĚĂŶĚŵƵƐƚ ĐŽŵƉůLJǁŝƚŚƌĞŵŽǀĂůƌĞƋƵĞƐƚƐĂƐƚŽƐƉĞĐŝĮĐƵƐĞƐŽĨŝƚƐƚƌĂĚĞŵĂƌŬƐŽƌůŽŐŽƐ. ii)ĂĐŚƉĂƌƚLJĂŐƌĞĞƐƚŽƵƐĞ͕ĂŶĚƚŽĐĂƵƐĞŝƚƐWĞƌŵŝƩĞĚ^ƵďůŝĐĞŶƐĞĞƐƚŽƵƐĞ͕ƚŚĞŽƚŚĞƌƉĂƌƚLJ͛Ɛ ƚƌĂĚĞŵĂƌŬƐŽŶůLJŝŶŐŽŽĚĨĂŝƚŚĂŶĚŝŶĂĚŝŐŶŝĮĞĚŵĂŶŶĞƌĐŽŶƐŝƐƚĞŶƚǁŝƚŚƐƵĐŚƉĂƌƚLJ͛ƐƵƐĞŽĨ ƚŚĞƚƌĂĚĞŵĂƌŬƐ͘ĂĐŚƉĂƌƚLJŵĂLJŵĂŬĞǁƌŝƩĞŶŶŽƟĐĞƚŽƚŚĞŽƚŚĞƌƌĞŐĂƌĚŝŶg misuse under ƚŚŝƐƐĞĐƟŽŶ͘dŚĞŽīĞŶĚŝŶŐƉĂƌƚLJǁŝůůŚĂǀĞϯϬĚĂLJƐŽĨƚŚĞĚĂƚĞŽĨƚŚĞǁƌŝƩĞŶŶŽƟĐĞƚŽĐƵƌĞ ƚŚĞŝƐƐƵĞŽƌƚŚĞůŝĐĞŶƐĞͬƐƵďůŝĐĞŶƐĞǁŝůůďĞƚĞƌŵŝŶĂƚĞĚ͘ d)dĞƌŵŝŶĂƟŽŶ͘ hƉŽŶƚŚĞƚĞƌŵŝŶĂƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌĂŶLJƌĞĂƐŽŶ͕ĞĂĐŚƉĂƌƚLJ͕ŝŶĐůƵĚŝŶŐ WĞƌŵŝƩĞĚ^ƵďůŝĐĞŶƐĞĞƐ͕ǁŝůůŚĂǀĞϯϬĚĂLJƐƚŽƌĞŵŽǀĞĂůůdƌĂĚĞŵĂƌŬƐĨƌŽŵƐŝŐŶĂŐĞ͕ǁĞďƐŝƚĞƐ͕ĂŶĚ ƚŚĞůŝŬĞďĞĂƌŝŶŐƚŚĞŽƚŚĞƌƉĂƌƚLJ͛ƐŶĂŵĞŽƌůŽŐŽ;ĞdžĐĞƉƟŶŐ^ŽƵƌĐĞǁĞůů͛ƐƉƌĞ-printed ĐĂƚĂůŽŐŽĨ ƐƵƉƉůŝĞƌƐǁŚŝĐŚŵĂLJďĞƵƐĞĚƵŶƟůƚŚĞŶĞdžƚƉƌŝŶƟŶŐͿ͘^ƵƉƉůŝĞƌŵƵƐƚƌĞƚƵƌŶĂůůŵĂƌŬĞƟŶŐĂŶĚ ƉƌŽŵŽƟŽŶĂůŵĂƚĞƌŝĂůƐ͕ŝŶĐůƵĚŝŶŐƐŝŐŶĂŐĞ͕ƉƌŽǀŝĚĞĚďLJ^ŽƵƌĐĞǁĞůů͕ŽƌĚŝƐƉŽƐĞŽĨŝƚĂĐĐŽƌĚŝŶŐƚŽ ^ŽƵƌĐĞǁĞůů͛ƐǁƌŝƩĞŶĚŝƌĞĐƟŽŶƐ͘ 20)sĞŶƵĞĂŶĚ'ŽǀĞƌŶŝŶŐůĂǁďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌKŶůLJ͘ dŚĞƐƵďƐƚĂŶƟǀĞĂŶĚƉƌŽĐĞĚƵƌĂů ůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂǁŝůůŐŽǀĞƌŶƚŚŝƐŐƌĞĞŵĞŶƚďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌ͘sĞŶƵĞ ! "        Meeting Packet Page 255 of 292 091125-CMW v052824 11 ĨŽƌĂůůůĞŐĂůƉƌŽĐĞĞĚŝŶŐƐĂƌŝƐŝŶŐŽƵƚŽĨƚŚŝƐŐƌĞĞŵĞŶƚďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌǁŝůůďĞŝŶ ĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƟŽŶǁŝƚŚŝŶƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ͘dŚŝƐƐĞĐƟŽŶĚŽĞƐŶŽƚĂƉƉůLJƚŽĂŶLJ ĚŝƐƉƵƚĞďĞƚǁĞĞŶ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐŶƟƚLJ͘dŚŝƐŐƌĞĞŵĞŶƚƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚĨŽƌ^ƵƉƉůŝĞƌĂŶĚ WĂƌƟĐŝƉĂƟŶŐŶƟƚLJƚŽŶĞŐŽƟĂƚĞƚŚŝƐƚĞƌŵƚŽǁŝƚŚŝŶĂŶLJƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚƐ. 21)^ĞǀĞƌĂďŝůŝƚLJ͘ /ĨĂŶLJƉƌŽǀŝƐŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƐĨŽƵŶĚďLJĂĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƟŽŶƚŽďĞ ŝůůĞŐĂů͕ƵŶĞŶĨŽƌĐĞĂďůĞ͕ŽƌǀŽŝĚƚŚĞŶďŽƚŚƉĂƌƟĞƐǁŝůůďĞƌĞůŝĞǀĞĚĨƌŽŵĂůůŽďůŝŐĂƟŽŶƐĂƌŝƐŝŶŐĨƌŽŵƚŚĂƚ ƉƌŽǀŝƐŝŽŶ͘/ĨƚŚĞƌĞŵĂŝŶĚĞƌŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƐĐĂƉĂďůĞŽĨďĞŝŶŐƉĞƌĨŽƌŵĞĚ͕ŝƚǁŝůůŶŽƚďĞĂīĞĐƚĞĚ ďLJƐƵĐŚĚĞƚĞƌŵŝŶĂƟŽŶŽƌĮŶĚŝŶŐĂŶĚŵƵƐƚďĞĨƵůůLJƉĞƌĨŽƌŵĞĚ͘ 22)/ŶƐƵƌĂŶĐĞŽǀĞƌĂŐĞ͘ At its own expense, Supplier must maintain valid insurance policy(ies) during ƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚǁŝƚŚŝŶƐƵƌĂŶĐĞĐŽŵƉĂŶLJ;ŝĞƐͿůŝĐĞŶƐĞĚŽƌĂƵƚŚŽƌŝnjĞĚƚŽĚŽ ďƵƐŝŶĞƐƐŝŶƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂŚĂǀŝŶŐĂŶ͞D^d͟ƌĂƟŶŐŽĨ- ŽƌďĞƩĞƌ͕ǁŝƚŚĐŽverage and ůŝŵŝƚƐŽĨŝŶƐƵƌĂŶĐĞŶŽƚůĞƐƐƚŚĂŶƚŚĞĨŽůůŽǁŝŶŐ͗ a)ŽŵŵĞƌĐŝĂů'ĞŶĞƌĂů>ŝĂďŝůŝƚLJ/ŶƐƵƌĂŶĐĞ͘ ^ƵƉƉůŝĞƌǁŝůůŵĂŝŶƚĂŝŶŝŶƐƵƌĂŶĐĞĐŽǀĞƌŝŶŐŝƚƐŽƉĞƌĂƟŽŶƐ͕ with coverage on an occurrence basis, and must be subject to terms no less broad than the /ŶƐƵƌĂŶĐĞ^ĞƌǀŝĐĞƐKĸĐĞ;͞/^K͟ͿŽŵŵĞƌĐŝĂů'ĞŶĞƌĂů>ŝĂďŝůŝƚLJ&Žƌŵ'ϬϬϬϭ;ϮϬϬϭŽƌŶĞǁĞƌ ĞĚŝƟŽŶͿ͕ŽƌĞƋƵŝǀĂůĞŶƚ͘ƚĂŵŝŶŝŵƵŵ͕ĐŽǀĞƌĂŐĞŵƵƐƚŝŶĐůƵĚĞůŝĂďŝůŝƚLJĂƌŝƐŝŶŐĨƌŽŵƉƌĞŵŝƐĞƐ͕ ŽƉĞƌĂƟŽŶƐ͕ďŽĚŝůLJŝŶũƵƌLJĂŶĚƉƌŽƉĞƌƚLJĚĂŵĂŐĞ͕ŝŶĚĞƉĞŶĚĞŶƚĐŽŶƚƌĂĐƚŽƌƐ͕ƉƌŽĚƵĐƚƐ-completed ŽƉĞƌĂƟŽŶƐŝŶĐůƵĚŝŶŐĐŽŶƐƚƌƵĐƟŽŶĚĞĨĞĐƚ͕ĐŽŶƚƌĂĐtual liability, blanket contractual liability, and ƉĞƌƐŽŶĂůŝŶũƵƌLJĂŶĚĂĚǀĞƌƟƐŝŶŐŝŶũƵƌLJ͘ůůƌĞƋƵŝƌĞĚůŝŵŝƚƐ͕ƚĞƌŵƐĂŶĚĐŽŶĚŝƟŽŶƐŽĨĐŽǀĞƌĂŐĞŵƵƐƚ ďĞŵĂŝŶƚĂŝŶĞĚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐAgreement. x Ψϭ͕ϱϬϬ͕ϬϬϬĞĂĐŚŽĐĐƵƌƌĞŶĐĞŽĚŝůLJ/ŶũƵƌLJĂŶĚWƌŽƉĞƌƚLJĂŵĂŐĞ x Ψϭ͕ϱϬϬ͕ϬϬϬWĞƌƐŽŶĂůĂŶĚĚǀĞƌƟƐŝŶŐ/ŶũƵƌLJ x ΨϮ͕ϬϬϬ͕ϬϬϬĂŐŐƌĞŐĂƚĞĨŽƌƉƌŽĚƵĐƚƐůŝĂďŝůŝƚLJ-ĐŽŵƉůĞƚĞĚŽƉĞƌĂƟŽŶƐ x ΨϮ͕ϬϬϬ͕ϬϬϬŐĞŶĞƌĂůĂŐŐƌĞŐĂƚĞ b)ĞƌƟĮĐĂƚĞƐŽĨ/ŶƐƵƌĂŶĐĞ͘ WƌŝŽƌƚŽĞdžĞĐƵƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕^ƵƉƉůŝĞƌŵƵƐƚĨƵƌŶŝƐŚƚŽ ^ŽƵƌĐĞǁĞůůĂĐĞƌƟĮĐĂƚĞŽĨŝŶƐƵƌĂŶĐĞ͕ĂƐĞǀŝĚĞŶĐĞŽĨƚŚĞŝŶƐƵƌĂŶĐĞƌĞƋƵŝƌĞĚƵŶĚĞƌƚŚŝƐ ŐƌĞĞŵĞŶƚ͘WƌŝŽƌƚŽĞdžƉŝƌĂƟŽŶŽĨƚŚĞƉŽůŝĐLJ;ŝĞƐͿ͕ƌĞŶĞǁĂůĐĞƌƟĮĐĂƚĞƐŵƵƐƚďĞŵĂŝůĞĚƚŽ Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or provided to in an ĂůƚĞƌŶĂƟǀĞŵĂŶŶĞƌĂƐĚŝƌĞĐƚĞĚďLJ^ŽƵƌĐĞǁĞůů͘dŚĞĐĞƌƟĮĐĂƚĞƐŵƵƐƚďĞƐŝŐŶĞĚďLJĂƉĞƌƐŽŶ ĂƵƚŚŽƌŝnjĞĚďLJƚŚĞŝŶƐƵƌĞƌ;ƐͿƚŽďŝŶĚĐŽǀĞƌĂŐĞŽŶƚŚĞŝƌďĞŚĂůĨ͘ &ĂŝůƵƌĞŽĨ^ƵƉƉůŝĞƌƚŽŵĂŝŶƚĂŝŶƚŚĞ ƌĞƋƵŝƌĞĚŝŶƐƵƌĂŶĐĞĂŶĚĚŽĐƵŵĞŶƚĂƟŽŶŵĂLJĐŽŶƐƟƚƵƚĞĂŵĂƚĞƌŝĂůďƌĞĂĐŚ͘ c)ĚĚŝƟŽŶĂů/ŶƐƵƌĞĚŶĚŽƌƐĞŵĞŶƚĂŶĚWƌŝŵĂƌLJĂŶĚEŽŶ-ĐŽŶƚƌŝďƵƚŽƌLJ/ŶƐƵƌĂŶĐĞůĂƵƐĞ͘ Supplier ĂŐƌĞĞƐƚŽůŝƐƚ^ŽƵƌĐĞǁĞůů͕ŝŶĐůƵĚŝŶŐŝƚƐŽĸĐĞƌƐ͕ĂŐĞŶƚƐ͕ĂŶĚĞŵƉůŽLJĞĞƐ͕ĂƐĂŶĂĚĚŝƟŽŶĂůŝŶƐƵƌĞĚ ƵŶĚĞƌƚŚĞ^ƵƉƉůŝĞƌ͛ƐĐŽŵŵĞƌĐŝĂůŐĞŶĞƌĂůůŝĂďŝůŝƚLJŝŶƐƵƌĂŶĐĞƉŽůŝĐLJǁŝƚŚƌĞƐƉĞĐƚƚŽůŝĂďŝůŝƚLJĂƌŝƐŝŶŐ ŽƵƚŽĨĂĐƟǀŝƟĞƐ͕͞ŽƉĞƌĂƟŽŶƐ͕͟Žƌ͞ǁŽƌŬ͟ƉĞƌĨŽƌŵĞĚďLJŽƌŽŶďĞŚĂůĨŽĨ^ƵƉƉůŝĞƌ͕ĂŶĚƉƌŽĚƵĐƚƐ ĂŶĚĐŽŵƉůĞƚĞĚŽƉĞƌĂƟŽŶƐŽĨ^ƵƉƉůŝĞƌ͘dŚĞƉŽůŝĐLJƉƌŽǀŝƐŝŽŶ;ƐͿŽƌĞŶĚŽƌƐĞŵĞŶƚ;ƐͿŵƵƐƚĨƵƌƚŚĞƌ provide that coverage is primary and not excess over or contributory with any other valid, ĂƉƉůŝĐĂďůĞ͕ĂŶĚĐŽůůĞĐƟďůĞŝŶƐƵƌĂŶĐĞŽƌƐĞůĨ-ŝŶƐƵƌĂŶĐĞŝŶĨŽƌĐĞĨŽƌƚŚĞĂĚĚŝƟŽŶĂůŝŶƐƵƌĞĚƐ͘ d)tĂŝǀĞƌŽĨ^ƵďƌŽŐĂƟŽŶ͘ ^ƵƉƉůŝĞƌǁĂŝǀĞƐĂŶĚŵƵƐƚƌĞƋƵŝƌĞ;ďLJĞŶĚŽƌƐĞŵĞŶƚŽƌŽƚŚĞƌǁŝƐĞͿĂůůŝƚƐ ŝŶƐƵƌĞƌƐƚŽǁĂŝǀĞƐƵďƌŽŐĂƟŽŶƌŝŐŚƚƐĂŐĂŝŶƐƚ^ŽƵƌĐĞǁĞůůĂŶĚŽƚŚĞƌĂĚĚŝƟŽŶĂůŝŶƐƵƌĞĚƐĨŽƌůŽƐƐĞƐ ƉĂŝĚƵŶĚĞƌƚŚĞŝŶƐƵƌĂŶĐĞƉŽůŝĐŝĞƐƌĞƋƵŝƌĞĚďLJƚŚŝƐŐƌĞĞŵĞŶƚŽƌŽƚŚĞƌŝŶƐƵƌĂŶĐĞĂƉƉůŝĐĂble to ƚŚĞ^ƵƉƉůŝĞƌŽƌŝƚƐƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘dŚĞǁĂŝǀĞƌŵƵƐƚĂƉƉůLJƚŽĂůůĚĞĚƵĐƟďůĞƐĂŶĚͬŽƌƐĞůĨ-insured ! "        Meeting Packet Page 256 of 292 091125-CMW v052824 12 ƌĞƚĞŶƟŽŶƐĂƉƉůŝĐĂďůĞƚŽƚŚĞƌĞƋƵŝƌĞĚŽƌĂŶLJŽƚŚĞƌŝŶƐƵƌĂŶĐĞŵĂŝŶƚĂŝŶĞĚďLJƚŚĞ^ƵƉƉůŝĞƌŽƌŝƚƐ ƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘tŚĞƌĞƉĞƌŵŝƩĞĚďLJůĂǁ͕^ƵƉƉůŝĞƌŵƵƐƚƌĞƋƵŝƌĞƐŝŵŝůĂƌǁƌŝƩĞŶĞdžƉƌĞƐƐǁĂŝǀĞƌƐ ŽĨƐƵďƌŽŐĂƟŽŶĂŶĚŝŶƐƵƌĂŶĐĞĐůĂƵƐĞƐĨƌŽŵĞĂĐŚŽĨŝƚƐƐƵďĐŽŶƚƌĂĐƚŽƌs. e)hŵďƌĞůůĂͬdžĐĞƐƐ>ŝĂďŝůŝƚLJͬ^>&-/E^hZZdEd/KE͘ dŚĞůŝŵŝƚƐƌĞƋƵŝƌĞĚďLJƚŚŝƐAgreement can ďĞŵĞƚďLJĞŝƚŚĞƌƉƌŽǀŝĚŝŶŐĂƉƌŝŵĂƌLJƉŽůŝĐLJŽƌŝŶĐŽŵďŝŶĂƟŽŶǁŝƚŚƵŵďƌĞůůĂͬĞdžĐĞƐƐůŝĂďŝůŝƚLJ ƉŽůŝĐLJ;ŝĞƐͿ͕ŽƌƐĞůĨ-ŝŶƐƵƌĞĚƌĞƚĞŶƟŽŶ͘ 23)dĞƌŵŝŶĂƟŽŶĨŽƌŽŶǀĞŶŝĞŶĐĞ͘ Sourcewell or Supplier may terminate this Agreement upon 60 ĐĂůĞŶĚĂƌĚĂLJƐΖǁƌŝƩĞŶŶŽƟĐĞƚŽƚŚĞŽƚŚĞƌWĂƌƚLJ͘dĞƌŵŝŶĂƟŽŶƉƵƌƐƵĂŶƚƚŽƚŚŝƐƐĞĐƟŽŶǁŝůůŶŽƚƌĞůŝĞǀĞ ƚŚĞ^ƵƉƉůŝĞƌ͛ƐŽďůŝŐĂƟŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌany ƚƌĂŶƐĂĐƟŽŶƐĞŶƚĞƌĞĚǁŝƚŚWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐƚŚƌŽƵŐŚƚŚĞĚĂƚĞŽĨƚĞƌŵŝŶĂƟŽŶ͕ŝŶĐůƵĚŝŶŐƌĞƉŽƌƟŶŐĂŶĚƉĂLJŵĞŶƚŽĨĂƉƉůŝĐĂďůĞ ĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐ͘ 24)dĞƌŵŝŶĂƟŽŶĨŽƌĂƵƐĞ͘ ^ŽƵƌĐĞǁĞůůŵĂLJƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚƵƉŽŶƉƌŽǀŝĚŝŶŐǁƌŝƩĞŶŶŽƟĐĞŽĨ ŵĂƚĞƌŝĂůďƌĞĂĐŚƚŽ^ƵƉƉůŝĞƌ͘EŽƟĐĞŵƵƐƚĚĞƐĐƌŝďĞƚŚĞďƌĞĂĐŚŝŶƌĞĂƐŽŶĂďůĞĚĞƚĂŝůĂŶĚƐƚĂƚĞƚŚĞ ŝŶƚĞŶƚƚŽƚĞƌŵŝŶĂƚĞƚŚĞŐƌĞĞŵĞŶƚ͘hƉŽŶƌĞĐĞŝƉƚŽĨEŽƟĐĞ͕ƚŚĞ^ƵƉƉůŝĞƌǁŝůůŚĂǀĞϯϬĐalendar days ŝŶǁŚŝĐŚŝƚŵƵƐƚĐƵƌĞƚŚĞďƌĞĂĐŚ͘dĞƌŵŝŶĂƟŽŶƉƵƌƐƵĂŶƚƚŽƚŚŝƐƐĞĐƟŽŶǁŝůůŶŽƚƌĞůŝĞǀĞƚŚĞ^ƵƉƉůŝĞƌ͛Ɛ ŽďůŝŐĂƟŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌany ƚƌĂŶƐĂĐƟŽŶƐĞŶƚĞƌĞĚǁŝƚŚWĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐƚŚƌŽƵŐŚƚŚĞ ĚĂƚĞŽĨƚĞƌŵŝŶĂƟŽŶ͕ŝŶĐůƵĚŝŶŐƌĞƉŽƌƟŶŐĂŶĚƉĂLJŵĞŶƚŽĨĂƉƉůŝĐĂďůĞĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐ͘ ƌƟĐůĞϯ͗ ^ƵƉƉůŝĞƌKďůŝŐĂƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐ dŚĞdĞƌŵƐŝŶƚŚŝƐƌƟĐůĞϯƌĞůĂƚĞƐƉĞĐŝĮĐĂůůLJƚŽ^ƵƉƉůŝĞƌĂŶĚĂWĂƌƟĐŝƉĂƟŶŐŶƟƚLJǁŚĞŶĞŶƚĞƌŝŶŐ ƚƌĂŶƐĂĐƟŽŶƐƵƟůŝnjŝŶŐƚŚĞ'ĞŶĞƌĂůdĞƌŵƐĞƐƚĂďůŝƐŚĞĚŝŶƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚ͘ƌƟĐůĞϭ'ĞŶĞƌĂůdĞƌŵƐ ĐŽŶƚƌŽůŽǀĞƌĂŶLJĐŽŶŇŝĐƚǁŝƚŚƚŚŝƐƌƟĐůĞ 3. Where this Master Agreement is silent on any subject, WĂƌƟĐŝƉĂƟŶŐŶƟƚLJĂŶĚ^ƵƉƉůŝĞƌƌĞƚĂŝŶƚŚĞĂďŝůŝƚLJƚŽŶĞŐŽƟĂƚĞŵƵƚƵĂůůLJĂĐĐĞƉƚĂďůĞƚĞƌŵƐ. 1)YƵŽƚĞƐƚŽWĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐ͘ ^ƵƉƉůŝĞƌƐĂƌĞĞŶĐŽƵƌĂŐĞĚƚŽƉƌŽǀŝĚĞĂůůƉƌŝĐŝŶŐŝŶĨŽƌŵĂƟŽŶ ƌĞŐĂƌĚŝŶŐƚŚĞƚŽƚĂůĐŽƐƚŽĨĂĐƋƵŝƐŝƟŽŶǁŚĞŶƋƵŽƟŶŐƚŽĂWĂƌƟĐŝƉĂƟŶŐŶƟƚLJ͘^ƵƉƉůŝĞƌƐĂŶĚ WĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐĂƌĞĞŶĐŽƵƌĂŐĞĚƚŽŝŶĐůƵĚĞĂůůĐŽƐƚƐƉĞĐŝĮĐĂůůLJĂƐƐŽĐŝĂƚĞĚǁŝƚŚŽƌŝŶĐůƵĚĞĚǁŝthin ƚŚĞ^ƵƉƉůŝĞƌƐƉƌŽƉŽƐĂůĂŶĚ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ ǁŝƚŚŝŶƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚƐ. 2)^ŚŝƉƉŝŶŐ͕ĞůŝǀĞƌLJ͕ĐĐĞƉƚĂŶĐĞ͕ZĞũĞĐƟŽŶ͕ĂŶĚtĂƌƌĂŶƚLJ͘ ^ƵƉƉůŝĞƌ͛ƐƉƌŽƉŽƐĂůŵĂLJŝŶĐůƵĚĞƉƌŽƉŽƐĞĚ ƚĞƌŵƐƌĞůĂƟŶŐƚŽƐŚŝƉƉŝŶŐ͕ĚĞůŝǀĞƌLJ͕ŝŶƐƉĞĐƟŽŶ͕ĂŶĚĂĐĐĞƉƚĂŶĐĞͬƌĞũĞĐƟŽŶ and other relevant terms ŽĨƚĞŶĚĞƌĞĚ^ŽůƵƟŽŶƐ͘^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐŶƟƚLJŵĂLJŶĞŐŽƟĂƚĞĮŶĂůƚĞƌŵƐĂƉƉƌŽƉƌŝĂƚĞĨŽƌƚŚĞ ƐƉĞĐŝĮĐƚƌĂŶƐĂĐƟŽŶƌĞůĂƟŶŐƚŽnon-ĂƉƉƌŽƉƌŝĂƟŽŶ͕ƐŚŝƉƉŝŶŐ͕ĚĞůŝǀĞƌLJ͕ŝŶƐƉĞĐƟŽŶ͕ ĂĐĐĞƉƚĂŶĐĞͬƌĞũĞĐƟŽŶŽĨƚĞŶĚĞƌĞĚ ^ŽůƵƟŽŶƐ͕ĂŶĚǁĂƌƌĂŶƚLJĐŽǀĞƌĂŐĞĨŽƌ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ͘^ƵĐŚ terms may include, but are not lŝŵŝƚĞĚƚŽ͕ĐŽƐƚƐ͕ƌŝƐŬŽĨůŽƐƐ͕ƉƌŽƉĞƌƉĂĐŬĂŐŝŶŐ͕ŝŶƐƉĞĐƟŽŶƌŝŐŚƚƐĂŶĚ ƟŵĞůŝŶĞƐ͕ĂĐĐĞƉƚĂŶĐĞŽƌƌĞũĞĐƟŽŶƉƌŽĐĞĚƵƌĞƐ͕ĂŶĚƌĞŵĞĚŝĞƐĂƐŵƵƚƵĂůůLJĂŐƌĞĞĚŝŶĐůƵĚĞŶŽƟĐĞ ƌĞƋƵŝƌĞŵĞŶƚƐ͕ƌĞƉůĂĐĞŵĞŶƚ͕ƌĞƚƵƌŶŽƌĞdžĐŚĂŶŐĞƉƌŽĐĞĚƵƌĞƐ͕ĂŶĚĂƐƐŽĐŝĂƚĞĚĐŽƐƚƐ͘ 3)ƉƉůŝĐĂďůĞdĂdžĞƐ͘ WĂƌƟĐŝƉĂƟŶŐŶƟƚLJŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌŶŽƟĨLJŝŶŐƐƵƉƉůŝĞƌŽĨŝƚƐƚĂdž-exempt status and ĨŽƌƉƌŽǀŝĚŝŶŐ^ƵƉƉůŝĞƌǁŝƚŚĂŶLJǀĂůŝĚƚĂdž-ĞdžĞŵƉƟŽŶĐĞƌƟĮĐĂƟŽŶ;ƐͿŽƌƌĞůĂƚĞĚĚŽĐƵŵĞŶƚĂƟŽŶ͘ ! "        Meeting Packet Page 257 of 292 091125-CMW v052824 13 4)KƌĚĞƌŝŶŐWƌŽĐĞƐƐĂŶĚWĂLJŵĞŶƚ͘ ^ƵƉƉůŝĞƌ͛ƐŽƌĚĞƌŝŶŐƉƌŽĐĞƐƐĂŶĚĂĐĐĞƉƚĂďůĞĨŽƌŵƐŽĨƉĂLJŵĞŶƚĂƌĞ ŝŶĐůƵĚĞĚǁŝƚŚŝŶŝƚƐWƌŽƉŽƐĂů͘WĂƌƟĐŝƉĂƟŶŐŶƟƟĞƐǁŝůůďĞƐŽůĞůLJƌĞƐƉŽŶƐŝďůĞĨŽƌƉĂLJŵĞŶƚƚŽ^ƵƉƉůŝĞƌ ĂŶĚ^ŽƵƌĐĞǁĞůůǁŝůůŚĂǀĞŶŽůŝĂďŝůŝƚLJĨŽƌĂŶLJƵŶƉĂŝĚŝŶǀŽŝĐĞŽĨĂŶLJWĂƌƟĐŝƉĂƟŶŐŶƟƚy. 5)dƌĂŶƐĂĐƟŽŶŽĐƵŵĞŶƚƐ͘ WĂƌƟĐŝƉĂƟŶŐŶƟƚLJŵĂLJƌĞƋƵŝƌĞƚŚĞƵƐĞŽĨŝƚƐŽǁŶĨŽƌŵƐƚŽĐŽŵƉůĞƚĞ ƚƌĂŶƐĂĐƟŽŶƐĚŝƌĞĐƚůLJǁŝƚŚ^ƵƉƉůŝĞƌƵƟůŝnjŝŶŐƚŚĞƚĞƌŵƐĞƐƚĂďůŝƐŚĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌ͛Ɛ ƐƚĂŶĚĂƌĚĨŽƌŵĂŐƌĞĞŵĞŶƚƐŵĂLJďĞŽīĞƌĞĚĂƐƉĂƌƚŽĨŝƚƐWƌŽƉŽƐĂů͘^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐŶƟƚLJ ŵĂLJĐŽŵƉůĞƚĞĂŶĚĚŽĐƵŵĞŶƚƚƌĂŶƐĂĐƟŽŶƐƵƟůŝnjŝŶŐĂŶLJƚLJƉĞŽĨƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚƐĂƐŵƵƚƵĂůůLJ ĂŐƌĞĞĚ͘/ŶĂŶLJƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚĞŶƚĞƌĞĚƵƟůŝnjŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͕^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJŵƵƐƚŝŶĐůƵĚĞƐƉĞĐŝĮĐƌĞĨĞƌĞŶĐĞƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚďLJŶƵŵďĞƌĂŶĚƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJ͛ƐƵŶŝƋƵĞ^ŽƵƌĐĞǁĞůůaccount number. 6)ĚĚŝƟŽŶĂůdĞƌŵƐĂŶĚŽŶĚŝƟŽŶƐ WĞƌŵŝƩĞĚ͘ WĂƌƟĐŝƉĂƟŶŐŶƟƚLJĂŶĚ^ƵƉƉůŝĞƌŵĂLJŶĞŐŽƟĂƚĞĂŶĚ ŝŶĐůƵĚĞĂĚĚŝƟŽŶĂůƚĞƌŵƐĂŶĚĐŽŶĚŝƟŽŶƐǁŝƚŚŝŶƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚĂƟŽŶĂƐŵƵƚƵĂůůLJĂŐƌĞĞĚ͘^ƵĐŚ terms may supplant or supersede this Master Agreement when necessary and as solely determined ďLJWĂƌƟĐŝƉĂƟŶŐŶƟƚLJ͘^ŽƵƌĐĞǁĞůůŚĂƐĞdžƉƌĞƐƐůLJƌĞƐĞƌǀĞĚƚŚĞƌŝŐŚƚĨŽƌ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJƚŽĂĚĚƌĞƐƐĂŶLJŶĞĐĞƐƐĂƌLJƉƌŽǀŝƐŝŽŶƐǁŝƚŚŝŶƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚƐŶŽƚĞdžƉƌĞƐƐůLJŝŶĐůƵĚĞĚ within this Master Agreement, ŝŶĐůƵĚŝŶŐďƵƚŶŽƚůŝŵŝƚĞĚƚŽƚƌĂŶƐĂĐƟŽŶĐĂŶĐĞůůĂƟŽŶ͕ĚŝƐƉƵƚĞ ƌĞƐŽůƵƟŽŶ͕ŐŽǀĞƌŶŝŶŐůĂǁĂŶĚǀĞŶƵĞ͕ŶŽŶ-ĂƉƉƌŽƉƌŝĂƟŽŶ͕ŝŶƐƵƌĂŶĐĞ͕ĚĞĨĞŶƐĞĂŶĚŝŶĚĞŵŶŝƚLJ͕ĨŽƌĐĞ majeure, and other material terms as mutually agreed. 7)^ƵďƐĞƋƵĞŶƚŐƌĞĞŵĞŶƚƐĂŶĚ^ƵƌǀŝǀĂů͘ ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐŶƟƚLJŵĂLJĞŶƚĞƌŝŶƚŽĂƐĞƉĂƌĂƚĞ ĂŐƌĞĞŵĞŶƚƚŽĨĂĐŝůŝƚĂƚĞůŽŶŐ-ƚĞƌŵƉĞƌĨŽƌŵĂŶĐĞŽďůŝŐĂƟŽŶƐƵƟůŝnjŝŶŐƚŚĞƚĞƌŵƐŽĨƚŚŝƐDĂƐƚĞƌ ŐƌĞĞŵĞŶƚĂƐŵƵƚƵĂůůLJĂŐƌĞĞĚ͘^ƵĐŚĂŐƌĞĞŵĞŶƚƐŵĂLJƉƌŽǀŝĚĞĨŽƌĂƉĞƌĨŽƌŵĂŶĐĞƉĞƌŝŽĚĞdžƚĞŶĚŝŶŐ beyond thĞĨƵůůƚĞƌŵŽĨƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚ ĂƐĚĞƚĞƌŵŝŶĞĚŝŶƚŚĞĚŝƐĐƌĞƟŽŶŽĨWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJ. 8)WĂƌƟĐŝƉĂƟŶŐĚĚĞŶĚƵŵƐ͘ ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐŶƟƚLJŵĂLJĞŶƚĞƌĂWĂƌƟĐŝƉĂƟŶŐĚĚĞŶĚƵŵŽƌ ƐŝŵŝůĂƌĚŽĐƵŵĞŶƚĞdžƚĞŶĚŝŶŐĂŶĚƐƵƉƉůĞŵĞŶƟŶŐƚŚĞƚĞƌŵƐŽĨƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚƚŽĨĂĐŝůŝƚĂƚĞ ĂĚŽƉƟŽŶĂƐŵĂLJďĞƌĞƋƵŝƌĞĚďLJĂWĂƌƟĐŝƉĂƟŶŐŶƟƚLJ͘ Sourcewell The Charles Machine Works, Inc. LJ͗ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ LJ͗ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ :ĞƌĞŵLJ^ĐŚǁĂƌƚnj Kevin Smith dŝƚůĞ͗ŚŝĞĨWƌŽĐƵƌĞŵĞŶƚKĨĨŝĐĞƌ dŝƚůĞ͗sŝĐĞWƌĞƐŝĚĞŶƚŝƚĐŚtŝƚĐŚŝǀŝƐŝŽŶ3 ĂƚĞ͗ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ ĂƚĞ͗ͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺͺ ! "          #  #  Meeting Packet Page 258 of 292 5)33XEOLF8WLOLW\(TXLSPHQWZLWK5HODWHG$FFHVVRULHV DQG6XSSOLHV  9HQGRU'HWDLOV &RPSDQ\1DPH 7KH&KDUOHV0DFKLQH:RUNV,QF 'RHV\RXUFRPSDQ\FRQGXFW EXVLQHVVXQGHUDQ\RWKHUQDPH",I \HVSOHDVHVWDWH 'LWFK:LWFK $GGUHVV :)LU$YH 3HUU\2. &RQWDFW 0LNH6SLOODUV (PDLO PLNHVSLOODUV#GLWFKZLWFKFRP 3KRQH +67  6XEPLVVLRQ'HWDLOV &UHDWHG2Q 7KXUVGD\-XO\ 6XEPLWWHG2Q :HGQHVGD\6HSWHPEHU 6XEPLWWHG%\ 0LNH6SLOODUV (PDLO PLNHVSLOODUV#GLWFKZLWFKFRP 7UDQVDFWLRQ FHDDEGEHGDGIDFEG 6XEPLWWHU V,3$GGUHVV  Bid Number: RFP 091125 Vendor Name: The Charles Machine Works, Inc. ! 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"        Meeting Packet Page 285 of 292 Bid Number: RFP 091125 Vendor Name: The Charles Machine Works, Inc. Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text. Documents Ensure your submission document(s) conforms to the following: 1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided. 2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell. 3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell. 4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Pricing - Ditch Witch Pricing and Warranty Info.zip - Wednesday September 03, 2025 15:22:31 Financial Strength and Stability - The Toro Company Full-Year Fiscal 2024 Financial Results.pdf - Tuesday August 05, 2025 08:39:22 Marketing Plan/Samples - Marketing Documents - Samples.zip - Wednesday September 03, 2025 15:34:14 WMBE/MBE/SBE or Related Certificates (optional) Standard Transaction Document Samples - Transaction Document Samples-Quote through Delivery.zip - Wednesday September 03, 2025 15:30:12 Requested Exceptions - RFP_091125_Public_Utility_Equipment_Master_Agreement MD red.docx - Tuesday August 05, 2025 08:34:50 Upload Additional Document - Dealer Lists&Maps - Training - COI - My Ditch Witch.zip - Wednesday September 03, 2025 15:57:16 ! 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"        Meeting Packet Page 287 of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id Number: RFP 091125 Vendor Name: The Charles Machine Works, Inc. ! "        Meeting Packet Page 288 of 292 Meeting Packet Page 289 of 292 Meeting Packet Page 290 of 292 Meeting Packet Page 291 of 292 ITEM 9.h. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 6/16/2026 Meeting Type: Town Council Regular Meeting Submitting Department: Administration / Town Clerk Prepared by: Staff Contact Information: Phone: Email: Request to Town Council Regular Meeting (Agenda Language) CONSIDERATION AND POSSIBLE ACTION: Related to any item included in the Arizona Cities and Town's Weekly Legislative Bulletin or relating to any action proposed or pending before the State Legislature. Staff Summary (background) Related Ordinance, Policy or Guiding Principle Risk Analysis Recommendation(s) by Board(s) or Commission(s) Staff Recommendation(s) Suggested Motion FISCAL IMPACT Fiscal Impact: Budget Reference: Funding Source: ATTACHMENTS None Meeting Packet Page 292 of 292