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HomeMy WebLinkAbout130606CPz:\council packets\2013\r130606\emcfd\130606emcfda.doc Last printed 5/30/2013 7:23 AM NOTICE OF SPECIAL SESSION OF THE EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT BOARD WHEN: THURSDAY, JUNE 6, 2013 TIME: 6:25 P.M. WHERE: TOWN OF FOUNTAIN HILLS - COUNCIL CHAMBERS 16705 EAST AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ Pursuant to A.R.S. §38-431.02, notice is hereby given to the Directors of the District Board of the Eagle Mountain Community Facilities District and to the general public that the District Board of the Eagle Mountain Community Facilities District will hold a special session open to the public, which will begin immediately prior to the June 6, 2013, Cottonwoods Maintenance District Board Meeting and Fountain Hills Town Council Regular meeting. Members of the Eagle Mountain Community Facilities District Board will attend either in person or by telephone conference call; a quorum of the Town’s various Commissions or Boards may be in attendance at the Board meeting. “Notice is hereby given that pursuant to A.R.S. §1 -602.A.9, subject to certain specified statutory exceptions, parents have a right to consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the District Board are audio and/or video recorded, and, as a result, proceedings in which children are p resent may be subject to such recording. Parents in order to exercise their rights may either file written consent with the District Clerk to such recording, or take personal action to ensure that their child or children are not present when a recording may be made. If a child is present at the time a recording is made, the District Board will assume that the rights afforded parents pursuant to A.R.S. §1 -602.A.9 have been waived.” AGENDA  CALL TO ORDER AND ROLL CALL. – District Board Chair Linda M. Kavanagh  CALL TO THE PUBLIC. Pursuant to A.R.S. §38-431-01(G), public comment is permitted (not required) on matters not listed on the agenda. Any such comment (i) must be within the jurisdiction of the Directors is subject to reasonable time, place and manner restrictions. The Directors will not discuss or take legal action on matters raised during “Call to the Public” unless the matters are properly noticed for discussion and legal action. At the conclusion of the “Call to the Public”, individual Directors may (i) respond to criticism, (ii) ask staff to review a matter or (iii) ask that the matter be placed on a future agenda. 1. CONSIDERATION of approving the Eagle Mountain Community Facilities District Board MEETING MINUTES of May 16, 2013. 2. PUBLIC HEARING regarding RESOLUTION EMCFD 2013-02, approving the estimates of expenses, tax levies, and the Tentative Budget as the Final Budget of the District for the Fiscal Year beginning July 1, 2013, and ending June 30, 2014. 3. CONSIDERATION of RESOLUTION EMCFD 2013-02, approving the estimates of expenses, tax levies, and the Tentative Budget as the Final Budget of the District for the Fiscal Year beginning July 1, 2013, and ending June 30, 2014. 4. ADJOURNMENT. DATED this 30th day of May 2013. Bevelyn J. Bender, District Clerk The Eagle Mountain Community Facilities District, in cooperation with the Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call 480-816-5100 voice or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in this meeting. Supporting documentation and staff reports furnished with this agenda are avai lable for review in the Clerk’s office and on the Town’s website [www.fh.az.gov]. Date posted: 5/30/13 Time posted: 5:00 PM z:\council packets\2013\r130606\cmd\130606cmda.docx Last printed 5/3/2013 8:32 AM NOTICE OF SPECIAL SESSION OF THE COTTONWOOD MAINTENANCE DISTRICT BOARD WHEN: THURSDAY, JUNE 6, 2013 TIME: IMMEDIATELY FOLLOWING THE 6:25 P.M. EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT BOARD MEETING, AND PRIOR TO THE REGULAR MEETING OF THE TOWN OF FOUNTAIN HILLS TOWN COUNCIL WHERE: TOWN OF FOUNTAIN HILLS - COUNCIL CHAMBERS 16705 EAST AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ Pursuant to A.R.S. §38-431.02, notice is hereby given to the Directors of the District Board of the Cottonwood Maintenance District and to the general public that the District Board of the Cottonwood Maintenance District will hold a special session open to the public, which will begin immediately after the 6:25 P.M. Eagle Mountain Facilities District Board Meeting and prior to the June 6, 2013 Fountain Hills Town Council Regular meeting. Members of the Cottonwood Maintenance District Board will attend either in person or by telephone conference call; a quorum of the Town’s various Commissions or Boards may be in attendance at the Board meeting. “Notice is hereby given that pursuant to A.R.S. §1 -602.A.9, subject to certain specified statutory exceptions, parents have a right to consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the District Board are audio and/or video recorded, and, as a result, proceedings in which children are present may be subject to such recording. Parents in order to exercise their rights may either file written consent with the District Clerk to such recording, or take personal action to ensure that their child or children are not present when a recording may be made. If a child is present at the time a recording is made, the District Board will assume that the rights afforded parents pursuant to A.R.S. §1-602.A.9 have been waived.” AGENDA  CALLED TO ORDER AND ROLL CALL. – District Board Chair Linda M. Kavanagh  CALL TO THE PUBLIC Pursuant to A.R.S. §38-431-01(G), public comment is permitted (not required) on matters not listed on the agenda. Any such comment (i) must be within the jurisdiction of the Directors is subject to reasonable time, place and manner restrictions. The Directors will not discuss or take legal action on matters raised during “Call to the Public” unless the matters are properly noticed for discussion and legal action. At the conclusion of the “Call to the Public”, individual Directors may (i) respond to criticism, (ii) ask staff to review a matter or (iii) ask that the matter be placed on a future agenda. 1. CONSIDERATION of approving the Cottonwood Maintenance District Board MEETING MINUTES of May 16, 2013. 2. PUBLIC HEARING regarding RESOLUTION CMD 2013-02, approving the estimates of expenses, assessments, and the Tentative Budget as the Final Budget of the District for the Fiscal Year beginning July 1, 2013, and ending June 30, 2014. 3. CONSIDERATION of RESOLUTION CMD 2013-02, approving the Tentative Budget of the District for the Fiscal Year beginning July 1, 2013, and ending June 30, 2014, and setting a hearing date for the budget and annual assessments. 4. ADJOURNMENT. DATED this 30th day of May 2013. Bevelyn J. Bender, District Clerk The Cottonwood Maintenance District, in cooperation with the Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call 480-816-5100 voice or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in this meeting. Supporting documentation and staff reports furnished with this agenda are available for review in the Clerk ’s office and on the Town’s website [www.fh.az.gov]. Date posted: 5/30/13 Page 1 of 4 Time posted: 5:00 AM/PM Last printed: 5/30/2013 12:12 PM NOTICE OF THE REGULAR SESSION OF THE FOUNTAIN HILLS TOWN COUNCIL TIME: 6:30 P.M. WHEN: THURSDAY, JUNE 6, 2013 WHERE: FOUNTAIN HILLS COUNCIL CHAMBERS 16705 E. AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ Councilmembers of the Town of Fountain Hills will attend either in person or by telephone conference call; a quorum of the Town’s various Commissions or Boards may be in attendance at the Council meeting. Notice is hereby given that pursuant to A.R.S. § 1-602.A.9, subject to certain specified statutory exceptions, parents have a right to consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the Town Council are audio and/or video recorded and, as a result, proceedings in which children are present may be subject to such recording. Parents, in order to exercise their rights may either file written consent with the Town Clerk to such recording, or take personal action to ensure that their child or children are not present when a recording may be made. If a child is present at the time a recording is made, the Town will assume that the rights afforded parents pursuant to A.R.S. § 1-602.A.9 have been waived. PROCEDURE FOR ADDRESSING THE COUNCIL Anyone wishing to speak before the Council must fill out a speaker’s card and submit it to the Town Clerk prior to Council discussion of that Agenda item. Speaker Cards are located in the Council Chamber Lobby and near the Clerk’s position on the dais. Speakers will be called in the order in which the speaker cards were received either by the Clerk or the Mayor. At that time, speakers should stand and approach the podium. Speakers are asked to state their name prior to commenting and to direct their comments to the Presiding Officer and not to individual Councilmembers. Speakers’ statements should not be repetitive. If a speaker chooses not to speak when called, the speaker will be deemed to have waived his or her opportunity to speak on the matter. Speakers may not (i) reserve a portion of their time for a later time or (ii) transfer any portion of their time to another speaker. If there is a Public Hearing, please submit the speaker card to speak to that issue during the Public Hearing. Individual speakers will be allowed three contiguous minutes to address the Council. Time limits may be waived by (i) discretion of the Town Manager upon request by the speaker not less than 24 hours prior to a Meeting, (ii) consensus of the Council at Meeting or (iii) the Mayor either prior to or during a Meeting. Please be respectful when making your comments. If you do not comply with these rules, you will be asked to leave. Mayor Linda M. Kavanagh Councilmember Dennis Brown Councilmember Cassie Hansen Councilmember Ginny Dickey Councilmember Henry Leger Vice Mayor Tait D. Elkie Councilmember Cecil A. Yates Z:\Council Packets\2013\R130606\130606A.docx Last printed 5/30/2013 12:12 PM Page 2 of 4 REGULAR SESSION AGENDA  CALL TO ORDER AND PLEDGE OF ALLEGIANCE – Mayor Linda M. Kavanagh  INVOCATION – Pastor Todd Forrest, Fountain Hills Christian Center  ROLL CALL – Mayor Linda M. Kavanagh  MAYOR’S REPORT i.) The Mayor will review recent events attended relating to economic development.  SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS i.) None. CALL TO THE PUBLIC Pursuant to A.R.S. §38-431-01(G), public comment is permitted (not required) on matters not listed on the agenda. Any such comment (i) must be within the jurisdiction of the Council and (ii) is subject to reasonable time, place, and manner restrictions. The Council will not discuss or take legal action on matters raised during “Call to the Public” unless the matters are properly noticed for discussion and legal action. At the conclusion of the call to the public, individual Councilmembers may (i) respond to criticism, (ii) ask staff to review a matter or (iii) ask that the matter be placed on a future Council agenda. CONSENT AGENDA ITEMS 1. CONSIDERATION of approving the TOWN COUNCIL MEETING MINUTES from May 6 and 16, 2013. 2. CONSIDERATION of approving the CANCELLATION of the Town of Fountain Hills July Council meetings [July 4 (Regular Session), July 9 (Work-Study Session), & 18 (Regular Session), 2013]. 3. CONSIDERATION of approving a LIQUOR LICENSE APPLICATION submitted by Chun Hao Chen, Owner/Agent of MC Saguaro II LLC DBA Hao Restaurant located at 11849 N. Saguaro Boulevard, Fountain Hills, AZ. This is for a series 12 license (Restaurant). 4. CONSIDERATION of approving a PERMANENT EXTENSION OF PREMISE LIQUOR LICENSE APPLICATION submitted by Merita Kraya dba Euro Pizza Café, 12645 N. Saguaro Boulevard, Fountain Hills AZ 85268. 5. CONSIDERATION of approving a TEMPORARY EXTENSION OF PREMISE LIQUOR LICENSE APPLICATION submitted by David Drentlaw on behalf of AMVETS post #7, 17030 E. Enterprise Drive, Fountain Hills, AZ 85268. 6. CONSIDERATION of approving RESOLUTION 2013-30, abandoning whatever right, title, or interest the Town has in portions of the certain public utility and drainage easements located at the rear property line of Plat 505A, Block 3, Lot 6 (15657 E. Golden Eagle Boulevard) as recorded in Book 158 of Maps, Page 40, Records of Maricopa County, Arizona EA2013-05 (Thomas & Susan Snook). Z:\Council Packets\2013\R130606\130606A.docx Last printed 5/30/2013 12:12 PM Page 3 of 4 7. CONSIDERATION of an extension of the SPECIAL USE PERMIT for Firerock Plaza (Replat 704, Bock 6, Lot 6) to allow a drive-thru window. Case #SU2007-04 8. CONSIDERATION of an extension of the SPECIAL USE PERMIT for Firerock Plaza to have extended hours of operation. Case #SU2007-05 9. CONSIDERATION of an extension of the SPECIAL USE PERMIT for Firerock Plaza to have an outdoor patio/dining area. Case #SU2007-06 10. CONSIDERATION of approving RESOLUTION 2013-28, approving a memorandum of understanding with the Office of State Fire Marshal related to fire inspection services. 11. CONSIDERATION of approving the agreement with the GREATER PHOENIX ECONOMIC COUNCIL (“GPEC”), for the purpose to set forth the regional economic development program that GPEC agrees to undertake, the support that the Town agrees to provide, the respective roles of GPEC and the Town and the payments of the Town to GPEC in the amount of $8,844.00 for the fiscal year July 1, 2013 - June 30, 2014. REGULAR AGENDA ITEMS 12. CONSIDERATION of approving Zamość, Poland as the fourth Sister City to the Town of Fountain Hills. 13. CONSIDERATION of the SITE PLAN for “J&D Premier Auto Sales”, to locate in an existing retail plaza. Project located at 11881 N. Saguaro Blvd. (APN #176-08-114) Case #CP2013-01 14. CONSIDERATION OF ORDINANCE 13-07, amending the Fountain Hills Town Code Chapter 6, relating to dangerous animals and animals as prizes. 15. PUBLIC HEARING to receive comments on ORDINANCE 13-08, a proposed amendment to Section 3.08.H – Lot Planning, of the Town of Fountain Hills Subdivision Ordinance, and to Section 5.03.B Redividing of Recorded Lots, of the Town of Fountain Hills Zoning Ordinance. Approval of the amendment will delete sections from the ordinances. 16. CONSIDERATION of ORDINANCE 13-08, a proposed amendment to Section 3.08.H – Lot Planning, of the Town of Fountain Hills Subdivision Ordinance, and to Section 5.03.B Redividing of Recorded Lots, of the Town of Fountain Hills Zoning Ordinance. Approval of the amendment will delete sections from the ordinances. 17. DISCUSSION WITH POSSIBLE DIRECTION TO STAFF relating to any item included in the League of Arizona Cities and Towns weekly LEGISLATIVE BULLETIN or relating to any ACTION PROPOSED OR PENDING BEFORE THE STATE LEGISLATURE. 18. COUNCIL DISCUSSION/DIRECTION to the Town Manager Ken Buchanan. Items listed below are related only to the propriety of (i) placing such items on a future agenda for action or (ii) directing staff to conduct further research and report back to the Council: A. NONE. Z:\Council Packets\2013\R130606\130606A.docx Last printed 5/30/2013 12:12 PM Page 4 of 4 19. SUMMARY of Council requests and REPORT ON RECENT ACTIVITIES by the Town Manager Ken Buchanan. 20. ADJOURNMENT of the Regular Session. DATED this 30th day of May, 2013. _____________________________________ 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 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in this meeting or to obtain agenda information in large print format. Supporting documentation and staff reports furnished the Council with this agenda are available for review in the Clerk’s office. z:\council packets\2013\r130606\emcfd\130606emcfda.doc Last printed 5/30/2013 7:23 AM NOTICE OF SPECIAL SESSION OF THE EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT BOARD WHEN: THURSDAY, JUNE 6, 2013 TIME: 6:25 P.M. WHERE: TOWN OF FOUNTAIN HILLS - COUNCIL CHAMBERS 16705 EAST AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ Pursuant to A.R.S. §38-431.02, notice is hereby given to the Directors of the District Board of the Eagle Mountain Community Facilities District and to the general public that the District Board of the Eagle Mountain Community Facilities District will hold a special session open to the public, which will begin immediately prior to the June 6, 2013, Cottonwoods Maintenance District Board Meeting and Fountain Hills Town Council Regular meeting. Members of the Eagle Mountain Community Facilities District Board will attend either in person or by telephone conference call; a quorum of the Town’s various Commissions or Boards may be in attendance at the Board meeting. “Notice is hereby given that pursuant to A.R.S. §1 -602.A.9, subject to certain specified statutory exceptions, parents have a right to consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the District Board are audio and/or video recorded, and, as a result, proceedings in which children are p resent may be subject to such recording. Parents in order to exercise their rights may either file written consent with the District Clerk to such recording, or take personal action to ensure that their child or children are not present when a recording may be made. If a child is present at the time a recording is made, the District Board will assume that the rights afforded parents pursuant to A.R.S. §1 -602.A.9 have been waived.” AGENDA  CALL TO ORDER AND ROLL CALL. – District Board Chair Linda M. Kavanagh  CALL TO THE PUBLIC. Pursuant to A.R.S. §38-431-01(G), public comment is permitted (not required) on matters not listed on the agenda. Any such comment (i) must be within the jurisdiction of the Directors is subject to reasonable time, place and manner restrictions. The Directors will not discuss or take legal action on matters raised during “Call to the Public” unless the matters are properly noticed for discussion and legal action. At the conclusion of the “Call to the Public”, individual Directors may (i) respond to criticism, (ii) ask staff to review a matter or (iii) ask that the matter be placed on a future agenda. 1. CONSIDERATION of approving the Eagle Mountain Community Facilities District Board MEETING MINUTES of May 16, 2013. 2. PUBLIC HEARING regarding RESOLUTION EMCFD 2013-02, approving the estimates of expenses, tax levies, and the Tentative Budget as the Final Budget of the District for the Fiscal Year beginning July 1, 2013, and ending June 30, 2014. 3. CONSIDERATION of RESOLUTION EMCFD 2013-02, approving the estimates of expenses, tax levies, and the Tentative Budget as the Final Budget of the District for the Fiscal Year beginning July 1, 2013, and ending June 30, 2014. 4. ADJOURNMENT. DATED this 30th day of May 2013. Bevelyn J. Bender, District Clerk The Eagle Mountain Community Facilities District, in cooperation with the Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call 480-816-5100 voice or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in this meeting. Supporting documentation and staff reports furnished with this agenda are avai lable for review in the Clerk’s office and on the Town’s website [www.fh.az.gov]. 1962184.1 RESOLUTION EMCFD NO. 2013-02 A RESOLUTION OF THE BOARD OF THE EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT, APPROVING THE FINAL BUDGET OF THE DISTRICT FOR THE FISCAL YEAR BEGINNING JULY 1, 2013 AND ENDING JUNE 30, 2014. WHEREAS, pursuant to ARIZ. REV. STAT. §§ 48-715 and 48-716, on May 16, 2013, the Board of Directors of the Eagle Mountain Community Facilities District (the “Board”) approved Resolution EMCFD 2013-01, which (i) adopted the statements and schedules attached as Exhibit A and incorporated herein by this reference as the tentative budget for the Eagle Mountain Community Facilities District, Maricopa County, Arizona, (the “District”) for the fiscal year 2013–14 and (ii) authorized and directed the District Clerk to cause to be (a) mailed to the governing body of the Town of Fountain Hills and (b) published in a manner prescribed by law, a notice that the District Board would meet for the purpose of conducting a final hearing for District taxpayers on the statements and schedules of the District Expenditures filed with the District Clerk on June 6, 2013; and WHEREAS, proper notice was given by publication in the Fountain Hills Times on May 22, 2013 and May 29, 2013; and WHEREAS, in accordance with ARIZ. REV. STAT. § 48-716 and following published notice, a public hearing was conducted on June 6, 2013, at which hearing any taxpayer was permitted to appear and be heard regarding the 2013-14 annual budget for the District. NOW, THEREFORE, BE IT RESOLVED by the Board of the Eagle Mountain Community Facilities District, Maricopa County, Arizona, as follows: SECTION 1. The recitals above are hereby incorporated as if fully set forth herein. SECTION 2. The Board has heard all objections and has determined that (i) such objections do not provide a basis for a modification of the statements and schedules attached hereto as Exhibit A and (ii) any informalities or irregularities which may have occurred in the adoption process for the District budget have been properly remedied. SECTION 3. The statements and schedules attached hereto as Exhibit A and incorporated herein by this reference, are hereby approved for the purpose as hereinafter set forth as the final budget for the Eagle Mountain Community Facilities District, Maricopa County, Arizona, for the fiscal year 2013-14. The statements and estimates of the operation and maintenance expenses of the District, which are to be paid from ad valorem taxes collected in the District, are hereby filed with the District Clerk. SECTION 4. The District Chairperson, the District Clerk and the District Counsel are hereby authorized and directed to take all steps necessary to carry out the purpose and intent of this Resolution. 1962184.1 PASSED AND ADOPTED by the Board of the Eagle Mountain Community Facilities District, Maricopa County, Arizona, on June 6, 2013. Linda M. Kavanagh, District Chairperson ATTEST: Bevelyn J. Bender, District Clerk APPROVED AS TO FORM: Andrew J. McGuire, District Counsel 1962184.1 EXHIBIT A TO RESOLUTION EMCFD NO. 2013-02 [Final Budget] See following page. 1962184.1 EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT FINAL BUDGET FISCAL YEAR 2013-2014 For the Year Ended Revenues 30-Jun-14 Tax Levy at $1.84 per $100 Secondary Assessed Valuation $430,248 Interest Earnings $600 TOTAL $430,848 Expenses Annual Debt Service Payment on Refunded Bonds $417,885 Administrative Costs $7,350 TOTAL $425,235 Date posted: 5/30/13 Time posted: 5:00 PM z:\council packets\2013\r130606\cmd\130606cmda.docx Last printed 5/3/2013 8:32 AM NOTICE OF SPECIAL SESSION OF THE COTTONWOOD MAINTENANCE DISTRICT BOARD WHEN: THURSDAY, JUNE 6, 2013 TIME: IMMEDIATELY FOLLOWING THE 6:25 P.M. EAGLE MOUNTAIN COMMUNITY FACILITIES DISTRICT BOARD MEETING, AND PRIOR TO THE REGULAR MEETING OF THE TOWN OF FOUNTAIN HILLS TOWN COUNCIL WHERE: TOWN OF FOUNTAIN HILLS - COUNCIL CHAMBERS 16705 EAST AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ Pursuant to A.R.S. §38-431.02, notice is hereby given to the Directors of the District Board of the Cottonwood Maintenance District and to the general public that the District Board of the Cottonwood Maintenance District will hold a special session open to the public, which will begin immediately after the 6:25 P.M. Eagle Mountain Facilities District Board Meeting and prior to the June 6, 2013 Fountain Hills Town Council Regular meeting. Members of the Cottonwood Maintenance District Board will attend either in person or by telephone conference call; a quorum of the Town’s various Commissions or Boards may be in attendance at the Board meeting. “Notice is hereby given that pursuant to A.R.S. §1 -602.A.9, subject to certain specified statutory exceptions, parents have a right to consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the District Board are audio and/or video recorded, and, as a result, proceedings in which children are present may be subject to such recording. Parents in order to exercise their rights may either file written consent with the District Clerk to such recording, or take personal action to ensure that their child or children are not present when a recording may be made. If a child is present at the time a recording is made, the District Board will assume that the rights afforded parents pursuant to A.R.S. §1-602.A.9 have been waived.” AGENDA  CALLED TO ORDER AND ROLL CALL. – District Board Chair Linda M. Kavanagh  CALL TO THE PUBLIC Pursuant to A.R.S. §38-431-01(G), public comment is permitted (not required) on matters not listed on the agenda. Any such comment (i) must be within the jurisdiction of the Directors is subject to reasonable time, place and manner restrictions. The Directors will not discuss or take legal action on matters raised during “Call to the Public” unless the matters are properly noticed for discussion and legal action. At the conclusion of the “Call to the Public”, individual Directors may (i) respond to criticism, (ii) ask staff to review a matter or (iii) ask that the matter be placed on a future agenda. 1. CONSIDERATION of approving the Cottonwood Maintenance District Board MEETING MINUTES of May 16, 2013. 2. PUBLIC HEARING regarding RESOLUTION CMD 2013-02, approving the estimates of expenses, assessments, and the Tentative Budget as the Final Budget of the District for the Fiscal Year beginning July 1, 2013, and ending June 30, 2014. 3. CONSIDERATION of RESOLUTION CMD 2013-02, approving the Tentative Budget of the District for the Fiscal Year beginning July 1, 2013, and ending June 30, 2014, and setting a hearing date for the budget and annual assessments. 4. ADJOURNMENT. DATED this 30th day of May 2013. Bevelyn J. Bender, District Clerk The Cottonwood Maintenance District, in cooperation with the Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call 480-816-5100 voice or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in this meeting. Supporting documentation and staff reports furnished with this agenda are available for review in the Clerk ’s office and on the Town’s website [www.fh.az.gov]. 1952342.2 RESOLUTION CMD 2013-02 A RESOLUTION OF THE BOARD OF THE COTTONWOODS MAINTENANCE DISTRICT APPROVING THE FINAL BUDGET OF THE DISTRICT FOR THE FISCAL YEAR BEGINNING JULY 1, 2013 AND ENDING JUNE 30, 2014. WHEREAS, the provisions of ARIZ. REV. STAT. §§ 48-574 and 48-575 allow for the assessment of maintenance charges upon the lots and parcels within an improvement district and such assessments to be collected in the manner and by the officers provided by law for the collection and enforcement of general taxes; and WHEREAS, pursuant to ARIZ. REV. STAT. §§ 48-574(E) and 48-575(E), on May 16, 2013, the Board of Directors of the Cottonwoods Maintenance District (the “Board”) approved Resolution CMD 2013-01, which (i) adopted the statements and schedules attached as Exhibit A and incorporated herein by this reference as the tentative budget for the Cottonwoods Maintenance District, Maricopa County, Arizona, (the “District”) for the fiscal year 2013–14 and (ii) authorized and directed the District Clerk to cause to be (a) mailed to the governing body of the Town of Fountain Hills and all persons owning real property within the District and (b) published in a manner prescribed by law, a notice that the Board would meet for the purpose of conducting a final hearing for District taxpayers on the statements and schedules of the District Expenditures filed with the District Clerk on June 6, 2013; and WHEREAS, proper notice was given by (i) publication in the Fountain Hills Times on May 22, 2013 and May 29, 2013, and (ii) first class mail to all persons owning real property in the District on May 16, 2013; and WHEREAS, on June 6, 2013, the Board held a public hearing to allow taxpayers of the District to voice their comments in favor of or against any proposed expenditures and assessments; and WHEREAS, any person owning real property affected by the assessment who had any objection to the legality of the assessment or to any of the previous proceedings connected therewith was given the opportunity to appear before the Board at the hearing to present any further objections. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Cottonwoods Maintenance District, Maricopa County, Arizona, as follows: SECTION 1. The recitals above are hereby incorporated as if fully set forth herein. SECTION 2. The Board has heard all objections and has determined that (i) such objections do not provide a basis for a modification of the statements and schedules attached hereto as Exhibit A and (ii) any informalities or irregularities which may have occurred in the adoption process for the District budget have been properly remedied. 1952342.2 2 SECTION 3. The statements and schedules attached hereto as Exhibit A and incorporated herein by this reference, are hereby approved for the purpose as hereinafter set forth as the final budget for the Cottonwoods Maintenance District, Maricopa County, Arizona, for the fiscal year 2013-14. The statements and estimates of the operation and maintenance expenses of the District, the costs of capital improvements and other expenditures for public infrastructure of the District are hereby filed with the District Clerk. SECTION 4. The District Chairperson, the District Clerk and the District Counsel are hereby authorized and directed to take all steps necessary to carry out the purpose and intent of this Resolution. PASSED AND ADOPTED by the Board of Directors of the Cottonwoods Maintenance District, Maricopa County, Arizona, on June 6, 2013. Linda M. Kavanagh, District Chairperson ATTEST: Bevelyn J. Bender, District Clerk APPROVED AS TO FORM: Andrew J. McGuire, District Counsel 1952342.2 EXHIBIT A TO RESOLUTION CMD 2013-02 [Final Budget] See following page. 1952342.2 COTTONWOODS MAINTENANCE DISTRICT FINAL BUDGET FISCAL YEAR 2013-2014 For the Year Ended Revenues 30-Jun-14 Tax Levy at $83.15 per Property Owner $4,823 TOTAL $4,823 Expenses Annual Landscape Maintenance Cost $3,500 Annual Reserve for Exterior Wall Maintenance $1,073 Reserve Fund $250 TOTAL $4,823 Date posted: 5/30/13 Page 1 of 4 Time posted: 5:00 AM/PM Last printed: 5/30/2013 12:12 PM NOTICE OF THE REGULAR SESSION OF THE FOUNTAIN HILLS TOWN COUNCIL TIME: 6:30 P.M. WHEN: THURSDAY, JUNE 6, 2013 WHERE: FOUNTAIN HILLS COUNCIL CHAMBERS 16705 E. AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ Councilmembers of the Town of Fountain Hills will attend either in person or by telephone conference call; a quorum of the Town’s various Commissions or Boards may be in attendance at the Council meeting. Notice is hereby given that pursuant to A.R.S. § 1-602.A.9, subject to certain specified statutory exceptions, parents have a right to consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the Town Council are audio and/or video recorded and, as a result, proceedings in which children are present may be subject to such recording. Parents, in order to exercise their rights may either file written consent with the Town Clerk to such recording, or take personal action to ensure that their child or children are not present when a recording may be made. If a child is present at the time a recording is made, the Town will assume that the rights afforded parents pursuant to A.R.S. § 1-602.A.9 have been waived. PROCEDURE FOR ADDRESSING THE COUNCIL Anyone wishing to speak before the Council must fill out a speaker’s card and submit it to the Town Clerk prior to Council discussion of that Agenda item. Speaker Cards are located in the Council Chamber Lobby and near the Clerk’s position on the dais. Speakers will be called in the order in which the speaker cards were received either by the Clerk or the Mayor. At that time, speakers should stand and approach the podium. Speakers are asked to state their name prior to commenting and to direct their comments to the Presiding Officer and not to individual Councilmembers. Speakers’ statements should not be repetitive. If a speaker chooses not to speak when called, the speaker will be deemed to have waived his or her opportunity to speak on the matter. Speakers may not (i) reserve a portion of their time for a later time or (ii) transfer any portion of their time to another speaker. If there is a Public Hearing, please submit the speaker card to speak to that issue during the Public Hearing. Individual speakers will be allowed three contiguous minutes to address the Council. Time limits may be waived by (i) discretion of the Town Manager upon request by the speaker not less than 24 hours prior to a Meeting, (ii) consensus of the Council at Meeting or (iii) the Mayor either prior to or during a Meeting. Please be respectful when making your comments. If you do not comply with these rules, you will be asked to leave. Mayor Linda M. Kavanagh Councilmember Dennis Brown Councilmember Cassie Hansen Councilmember Ginny Dickey Councilmember Henry Leger Vice Mayor Tait D. Elkie Councilmember Cecil A. Yates Z:\Council Packets\2013\R130606\130606A.docx Last printed 5/30/2013 12:12 PM Page 2 of 4 REGULAR SESSION AGENDA  CALL TO ORDER AND PLEDGE OF ALLEGIANCE – Mayor Linda M. Kavanagh  INVOCATION – Pastor Todd Forrest, Fountain Hills Christian Center  ROLL CALL – Mayor Linda M. Kavanagh  MAYOR’S REPORT i.) The Mayor will review recent events attended relating to economic development.  SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS i.) None. CALL TO THE PUBLIC Pursuant to A.R.S. §38-431-01(G), public comment is permitted (not required) on matters not listed on the agenda. Any such comment (i) must be within the jurisdiction of the Council and (ii) is subject to reasonable time, place, and manner restrictions. The Council will not discuss or take legal action on matters raised during “Call to the Public” unless the matters are properly noticed for discussion and legal action. At the conclusion of the call to the public, individual Councilmembers may (i) respond to criticism, (ii) ask staff to review a matter or (iii) ask that the matter be placed on a future Council agenda. CONSENT AGENDA ITEMS 1. CONSIDERATION of approving the TOWN COUNCIL MEETING MINUTES from May 6 and 16, 2013. 2. CONSIDERATION of approving the CANCELLATION of the Town of Fountain Hills July Council meetings [July 4 (Regular Session), July 9 (Work-Study Session), & 18 (Regular Session), 2013]. 3. CONSIDERATION of approving a LIQUOR LICENSE APPLICATION submitted by Chun Hao Chen, Owner/Agent of MC Saguaro II LLC DBA Hao Restaurant located at 11849 N. Saguaro Boulevard, Fountain Hills, AZ. This is for a series 12 license (Restaurant). 4. CONSIDERATION of approving a PERMANENT EXTENSION OF PREMISE LIQUOR LICENSE APPLICATION submitted by Merita Kraya dba Euro Pizza Café, 12645 N. Saguaro Boulevard, Fountain Hills AZ 85268. 5. CONSIDERATION of approving a TEMPORARY EXTENSION OF PREMISE LIQUOR LICENSE APPLICATION submitted by David Drentlaw on behalf of AMVETS post #7, 17030 E. Enterprise Drive, Fountain Hills, AZ 85268. 6. CONSIDERATION of approving RESOLUTION 2013-30, abandoning whatever right, title, or interest the Town has in portions of the certain public utility and drainage easements located at the rear property line of Plat 505A, Block 3, Lot 6 (15657 E. Golden Eagle Boulevard) as recorded in Book 158 of Maps, Page 40, Records of Maricopa County, Arizona EA2013-05 (Thomas & Susan Snook). Z:\Council Packets\2013\R130606\130606A.docx Last printed 5/30/2013 12:12 PM Page 3 of 4 7. CONSIDERATION of an extension of the SPECIAL USE PERMIT for Firerock Plaza (Replat 704, Bock 6, Lot 6) to allow a drive-thru window. Case #SU2007-04 8. CONSIDERATION of an extension of the SPECIAL USE PERMIT for Firerock Plaza to have extended hours of operation. Case #SU2007-05 9. CONSIDERATION of an extension of the SPECIAL USE PERMIT for Firerock Plaza to have an outdoor patio/dining area. Case #SU2007-06 10. CONSIDERATION of approving RESOLUTION 2013-28, approving a memorandum of understanding with the Office of State Fire Marshal related to fire inspection services. 11. CONSIDERATION of approving the agreement with the GREATER PHOENIX ECONOMIC COUNCIL (“GPEC”), for the purpose to set forth the regional economic development program that GPEC agrees to undertake, the support that the Town agrees to provide, the respective roles of GPEC and the Town and the payments of the Town to GPEC in the amount of $8,844.00 for the fiscal year July 1, 2013 - June 30, 2014. REGULAR AGENDA ITEMS 12. CONSIDERATION of approving Zamość, Poland as the fourth Sister City to the Town of Fountain Hills. 13. CONSIDERATION of the SITE PLAN for “J&D Premier Auto Sales”, to locate in an existing retail plaza. Project located at 11881 N. Saguaro Blvd. (APN #176-08-114) Case #CP2013-01 14. CONSIDERATION OF ORDINANCE 13-07, amending the Fountain Hills Town Code Chapter 6, relating to dangerous animals and animals as prizes. 15. PUBLIC HEARING to receive comments on ORDINANCE 13-08, a proposed amendment to Section 3.08.H – Lot Planning, of the Town of Fountain Hills Subdivision Ordinance, and to Section 5.03.B Redividing of Recorded Lots, of the Town of Fountain Hills Zoning Ordinance. Approval of the amendment will delete sections from the ordinances. 16. CONSIDERATION of ORDINANCE 13-08, a proposed amendment to Section 3.08.H – Lot Planning, of the Town of Fountain Hills Subdivision Ordinance, and to Section 5.03.B Redividing of Recorded Lots, of the Town of Fountain Hills Zoning Ordinance. Approval of the amendment will delete sections from the ordinances. 17. DISCUSSION WITH POSSIBLE DIRECTION TO STAFF relating to any item included in the League of Arizona Cities and Towns weekly LEGISLATIVE BULLETIN or relating to any ACTION PROPOSED OR PENDING BEFORE THE STATE LEGISLATURE. 18. COUNCIL DISCUSSION/DIRECTION to the Town Manager Ken Buchanan. Items listed below are related only to the propriety of (i) placing such items on a future agenda for action or (ii) directing staff to conduct further research and report back to the Council: A. NONE. Z:\Council Packets\2013\R130606\130606A.docx Last printed 5/30/2013 12:12 PM Page 4 of 4 19. SUMMARY of Council requests and REPORT ON RECENT ACTIVITIES by the Town Manager Ken Buchanan. 20. ADJOURNMENT of the Regular Session. DATED this 30th day of May, 2013. _____________________________________ 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 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in this meeting or to obtain agenda information in large print format. Supporting documentation and staff reports furnished the Council with this agenda are available for review in the Clerk’s office. 1954228.1 RESOLUTION NO. 2013-18 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, APPROVING A MEMORANDUM OF UNDERSTANDING WITH THE OFFICE OF STATE FIRE MARSHAL RELATING TO FIRE INSPECTION SERVICES. BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. The Memorandum of Understanding (the “MOU”) with the Arizona Department of Building and Fire Safety, Office of State Fire Marshal relating to fire inspection services is hereby adopted in the form attached hereto as Exhibit A and incorporated herein by reference. SECTION 2. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby authorized and directed to cause the execution of the MOU 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, May 30, 2013. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Linda M. Kavanagh, Mayor Bevelyn J. Bender, Town Clerk REVIEWED BY: APPROVED AS TO FORM: Kenneth W. Buchanan, Town Manager Andrew J. McGuire, Town Attorney 1954228.1 EXHIBIT A TO RESOLUTION NO. 2013-18 [MOU] See following pages. MEMORANDUM OF UNDERSTANDING BETWEEN ARIZONA DEPARTMENT OF FIRE, BUILDING AND LIFE SAFETY OFFICE OF STATE FIRE MARSHAL AND FOUNTAIN HILLS FIRE DEPARTMENT This Memorandum of Understanding (“MOU”) is between the Office of State Fire Marshal (“OSFM”) and the Fountain Hills Fire Department (“FHFD”) concerning the review of plans for construction, remodeling, alterations and additions (collectively referred to as “plans”) of state, county and public school buildings and grounds [A.R.S.§ 41-2163(C)] and the inspections performed in conjunction therewith; as well as regularly scheduled inspections of state and county owned buildings and all public and private schools [A.R.S.§ 41-2163(A)(4)]. I. RECITALS WHEREAS, pursuant to A.R.S. § 41-2161, the purpose of OSFM is to promote public health and safety and to reduce hazards to life, limb and property by performing inspections and fire investigations, by providing public education and by adopting fire protection codes. WHEREAS, Arizona has adopted the International Fire Code 2003 edition as modified by A.A.C. R4-36-201 as the Arizona State Fire Code, and all Fire Departments and Fire Districts must comply with the Arizona State Fire Code or a code adopted by the controlling political subdivision which is equivalent to, or more stringent, than the Arizona State Fire Code (collectively referred to as “Fire Code”). WHEREAS, pursuant to A.R.S. § 41-2163(A)(4), OSFM is charged with conducting regularly scheduled inspections of state and county owned building and public and private schools throughout Arizona, and WHEREAS, pursuant to A.R.S. § 41-2163(C), OSFM is charged with the review of plans and specifications for new construction, remodeling, alterations and additions and performing inspections in conjunction therewith for state, county and public school buildings and grounds, and WHEREAS, the State Fire Marshal is empowered under A.R.S. § 41-2162(A)(2) to engage such assistance as deemed necessary, and WHEREAS, the FHFD confirms that its personnel possesses the necessary proficiency in the understanding, interpretation and application of the applicable fire code, and WHEREAS, the FHFD and OSFM desire to cooperate in the duties which each is charged to conduct. 2 II. TERMS 1. Construction Plan Review & Inspection. OSFM agrees to allow the FHFD to conduct review of plans for construction, remodeling, alterations and additions of state, county and public school buildings on behalf of OSFM and complete any inspections required in conjunction therewith. 2. School Life Safety Inspection. OSFM agrees to allow the FHFD to conduct regularly scheduled inspections of state and county owned buildings and all public and private schools on behalf of OSFM. 3. Limitations of MOU. This MOU does not grant the authority to inspect installation or removal of underground fuel storage tanks. That task remains the sole authority and responsibility of OSFM as granted by the Arizona Department of Environmental Quality. OSFM recognizes some jurisdictions have a separate agreement to perform such inspections for Arizona Department of Environmental Quality. 4. Term Limit. The term of this Agreement shall be for five (5) years from the effective date of this MOU. 5. Operational Costs. Any costs incurred by FHFD to implement this MOU shall be borne by the FHFD. 6. Fees. FHFD may collect such fees as permitted by its political subdivision. Any funds collected by the FHFD to implement this MOU are made under the authority granted to that jurisdiction and are not subject to attachment by OSFM. 7. Collaborative Services. Jurisdictions who enter into the MOU with OSFM may contract with local or county building departments for the purposes of: 1. Conducting review of plans and specifications for new construction, remodeling, alterations and additions. 2. Permitting for inspection. 3. Establishing a fee schedule, and collecting fees. 4. Review of plans by local or county building departments, in conjunction with this MOU, shall be conducted by personnel who have exhibited the necessary proficiency in the understanding, interpretation and application of the Fire Code. FHFD shall notify OSFM and provide documentation describing shared services, if any. FHFD and local or county building departments shall be subject to periodic audits, with advance notice. 8. Quarterly Reporting. The FHFD agrees to submit quarterly activity reports to OSFM, on a quarterly basis, but not later than April 30 for the 1st Quarter 3 (January – March), July 31 for the 2nd Quarter (April – June), October 31 for 3rd Quarter (July – September), and January 31 for 4th Quarter (October – December). 1. Quarterly activity reports shall contain a list of review of plans and specifications for new construction, remodeling, alterations and additions, fees collected, and inspections in conjunction therewith for state, county and public school buildings and grounds. 9. Report Submission Format. In the course of completing its review or inspection, the FHFD shall transmit the information electronically to OSFM. Reporting forms and instructions will be provided by OSFM. 10. Audit. Pursuant to A.R.S. §§ 35-214 and 35-215, all books, accounts, reports, files and other records relating to this MOU shall be subject at all reasonable times to inspection and audit by OSFM for five (5) years after completion of this MOU. Such records shall be provided at OSFM, or such office as the parties hereto may mutually agree within a reasonable time after request. 11. Termination. Either party may terminate this MOU pursuant to the provisions of A.R.S. §38-511. 12. Dispute. In the event of any dispute between the parties under this MOU, the parties agree that they shall submit the dispute to arbitration pursuant to A.R.S. §§ 12-133 (D) and 12-1518. The parties also agree to comply with the Arizona Governor’s Executive Order No. 2009-09. 13. Conflict of Interest. The parties acknowledge that this MOU is subject to cancellation by the Governor of Arizona pursuant to A.R.S. § 38-511, the provisions of which are incorporated herein. 14. Governing Law and Venue. This MOU shall be governed by and interpreted in accordance with the laws of the State of Arizona. The exclusive venue for any litigation, arbitration, administrative hearing or the like concerning this agreement or any matter arising therefrom shall be in Maricopa County, State of Arizona. 15. Unavailability of Funding. Every payment or financial obligation of the parties under this MOU is conditioned upon the availability of funds appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance of this MOU, this MOU may be terminated by any party at the end of the period for which finds are available. No liability shall accrue to any party in the event this provision is exercised, and neither, the OSFM or Agency shall be obligated or liable for, any future payments nor for any damages as a result of termination under this paragraph. 16. Prohibited Investments. To the extent applicable, the parties agree to comply with the requirements of A.R.S. §§35-391.06(A) and 35-393.06(B), and certifies that it does not have any prohibited scrutinized business operations. 4 17. Non-Discrimination. The parties agree to comply with all applicable federal or state laws relating to equal opportunity and non-discrimination. 18. Legal Arizona Workers Act. OSFM and FHFD are each required to comply with A.R.S. §41-4401, and each hereby warrants that it will, at all times during the term of this Agreement, comply with all federal immigration laws applicable to the employment of their respective employees, the requirements of A.R.S. §41- 4401, and with the e-verification requirements of A.R.S. §23-214(A) (together the “state and federal immigration laws”). Both parties further agree to ensure that each subcontractor that performs any work under this Agreement likewise complies with the state and federal immigration laws. A breach of a warranty regarding compliance with the state and federal immigration laws shall be deemed a material breach of the Agreement and the party who breaches may be subject to penalties up to and including termination of the Agreement. Both parties retain the legal right to inspect the papers of any contractor or subcontract employee working under the terms of the Agreement to ensure that the other party is complying with the warranties regarding compliance with the state and federal immigration laws. ARIZONA STATE FIRE MARSHAL _____________________________________________ _______________________ Robert Barger, Arizona State Fire Marshal Effective Date Office of State Fire Marshal 1110 W. Washington, Suite 100 Phoenix, Arizona 85007 (602) 364-1081 robert.barger@dfbls.az.gov FOUNTAIN HILLS FIRE DEPARTMENT _____________________________________________ _______________________ Scott LaGreca Date Signed Fountain Hills Fire Department 16705 E. Avenue of the Fountains Fountain Hills, Arizona 85268 (480) 837-9820 slagreca@fh.az.gov 1 AGREEMENT BETWEEN THE GREATER PHOENIX ECONOMIC COUNCIL AND THE TOWN OF FOUNTAIN HILLS Town Contract No. ____________ The Town Council of the TOWN OF FOUNTAIN HILLS, a municipal corporation (the “Town”), has approved participation in and support of the regional economic development program of the GREATER PHOENIX ECONOMIC COUNCIL (“GPEC”), an Arizona non-profit corporation. The purpose of this agreement (“Agreement”) is to set forth the regional economic development program that GPEC agrees to undertake, the support that the Town agrees to provide, the respective roles of GPEC and the Town and the payments of the Town to GPEC for the fiscal year July 1, 2013 - June 30, 2014. NOW, THEREFORE, in consideration of the mutual promises contained herein, the TOWN and GPEC agree as follows: I. RESPONSIBILITIES OF GPEC A. MISSION: GPEC works to attract quality businesses to the Greater Phoenix Region from around the world, and advocate and champion foundational effects to improve the region's competitiveness. B. GOALS: GPEC is guided by and strategically focused on two specific long-range goals: 1. Marketing the region to generate qualified business/industry prospects in targeted economic clusters 2. Leveraging public and private allies and resources to locate qualified prospects, improve overall competitiveness, and sustain organizational vitality C. RETENTION AND EXPANSION POLICY: 1. GPEC’s primary role is image building, marketing and new business attraction for the Greater Phoenix region. 2. Retention and expansion of existing businesses is primarily a local issue. 3. GPEC can add value to retention and expansion of existing businesses through regional support and research on key retention and expansion projects. 4. GPEC has a responsibility to advise the Town when an existing company contacts GPEC regarding a retention or expansion issue. D. ACTION PLAN AND BUDGET: In accordance with the Mission, Goals and Retention and Expansion Policy set forth above and subject to the availability of adequate funding; GPEC shall implement the Action Plan and Budget adopted by GPEC's Board of Directors, a copy of which has been delivered to the Town, receipt of which is hereby acknowledged. A summary of the Action Plan is attached hereto as Exhibit A (“GPEC Action Plan”). The Town shall be informed of any changes in the adopted GPEC Action Plan which will 2 materially affect or alter the priorities established therein. Such notification will be in writing and will be made prior to implementation of such changes. Notwithstanding the foregoing, the Town acknowledges and agrees that GPEC may, in its reasonable judgment in accordance with its own practices and procedures, substitute, change, reschedule, cancel or defer certain events or activities described in the GPEC Action Plan as required by a result of changing market conditions, funding availability, unforeseen expenses or other circumstances beyond GPEC's reasonable control. GPEC shall solicit the input of the Town on the formulation of future marketing strategies and advertisements. The GPEC Action Plan will be revised to reflect any agreed upon changes to the GPEC Action Plan. E. PERFORMANCE TARGETS: Specific performance targets, established by GPEC’s Executive Committee and Board of Directors, are attached hereto as Exhibit B (“GPEC Performance Measures”) and shall be used to evaluate and report progress on GPEC’s implementation of the GPEC Action Plan. In the event of changing market conditions, funding availability, unforeseen expenses or other circumstances beyond GPEC's reasonable control, these performance targets may be revised with the Town’s prior written approval, or with the prior written approval of a majority of the designated members of GPEC’s Economic Development Directors Team (“EDDT”). GPEC will provide monthly reports to the Town discussing in detail its progress in implementing the GPEC Action Plan as well as reporting the numerical results for each performance measurement set forth in Exhibit B. GPEC shall provide a copy of its annual external audit for the preceding fiscal year to the Town no later than December 31, 2013. In the case of any benchmark which is not met, GPEC will meet with the EDDT to provide an explanation of the relevant factors and circumstances and discuss the approach to be taken in order to achieve the target(s). Failure to meet a performance target will not, by itself, constitute an event of default hereunder unless GPEC (i) fails to inform the Town of such event or (ii) fails to meet with EDDT to present a plan for improving its performance during the balance of the term of the Agreement, which, if GPEC fails to comply with either step, will constitute an event of default for which the Town may terminate this Agreement pursuant to paragraph IV.J. below. II. RESPONSIBILITIES OF THE TOWN A. STAFF SUPPORT OF GPEC EFFORTS: The Town shall provide staff support to GPEC's economic development efforts as follows: 1. The Town shall respond to leads or prospects referred by GPEC in a professional manner within the time frame specified by the lead or prospect if the Town desires to compete and if the lead is appropriate for the Town. When available, the Town agrees to provide its response in the format developed jointly by EDDT and GPEC; 2. The Town shall provide appropriate local hospitality, tours and briefings for prospects visiting sites in the Town; 3 3. The Town shall provide an official economic development representative to represent the Town on the EDDT, which advises GPEC’s President and CEO; 4. The Town shall cooperate in the implementation of GPEC/EDDT process improvement recommendations including the use of common presentation formats, exchange of information on prospects with GPEC's staff, the use of shared data systems, land and building data bases and private sector real estate industry interfaces; 5. The Town shall use its best efforts to respond to special requests by GPEC for particularized information about the Town within three business days after the receipt of such request; 6. In order to enable GPEC to be more sensitive to the Town's requirements, the Town may, at its sole option, deliver to GPEC copies of any Town approved economic development strategies, work plan, programs and evaluation criteria. GPEC shall not disclose the same to the other participants in GPEC or their representatives; 7. The Town shall utilize its best good faith efforts to cause an economic development professional representing the Town to attend all marketing events and other functions to which the Town has committed itself; and 8. The Town agrees to work with GPEC to improve the Town’s Competitiveness and market readiness to support the growth and expansion of the targeted industries as identified for the Town in Exhibit C (“Targeted Industries). B. RECOGNITION OF GPEC: The Town agrees to recognize GPEC as the Town's officially designated regional economic development organization for marketing the Greater Phoenix region. III. ADDITIONAL AGREEMENTS OF THE PARTIES: A. PARTICIPATION IN MARKETING EVENTS AND PROVISION OF TECHNICAL ASSISTANCE: Representative(s) of the Town shall be entitled to participate in GPEC's marketing events provided that such participation shall not be at GPEC's expense. When requested and appropriate, GPEC will use its best efforts to provide technical assistance and support to Town economic development staff for business location prospects identified and qualified by the Town and assist the Town with presentations to the prospect in the Town or the prospect’s corporate location. B. COMPENSATION: 1. The Town agrees to pay $8,844.00 for services to be provided by GPEC pursuant to the Agreement during the fiscal year ending on June 30, 2014, as set forth in this Agreement. This amount is based on approximately $.3897 per capita, based upon the 2012 Office of Employment and Population Statistics, Arizona Department of Administration population estimate, which listed the Town as having a population of 22,695. The payment by the Town may, upon the mutual and discretionary approval of the board of directors of GPEC and the Town Council, be increased or decreased from time to time during the term hereof in accordance with the 4 increases or decreases of general application in the per capita payments to GPEC by other municipalities which support GPEC. 2. Funding of this Agreement shall be subject to the annual appropriations of funds for this activity by the Town Council pursuant to the required budget process of the Town; 3. Nothing herein shall preclude the Town from contracting separately with GPEC for services to be provided in addition to those to be provided hereunder, upon terms and conditions to be negotiated by the Town and GPEC; and 4. GPEC shall submit invoices for payment on a quarterly basis. The foregoing notwithstanding, if GPEC has not provided the Town with the audit required pursuant to paragraph I.E. above no later than December 31, 2013, no payments shall be made hereunder until the Town receives the audit report. Invoices and monthly activity reports, substantially in the form of Exhibit D (“Reporting Mechanism for Contract Fulfillment”) attached hereto, are to be submitted to the address listed under paragraph IV.P. C. COOPERATION: 1. The parties acknowledge that GPEC is a cooperative organization effort between GPEC and the Town. Accordingly, the Town and GPEC covenant and agree to work together in a productive and harmonious working relationship, to cooperate in furthering GPEC's goals for the 2013-2014 fiscal year. 2. The Town agrees to work with GPEC, as necessary or appropriate, to revise the performance measures, and/or benchmarks, and/or goals for the FY 2014-2015 contract. 3. The Town agrees to work with GPEC during the FY2013-2014 program year to develop a revised public sector funding plan, including a regional allocation formula for FY2014-2015, if determined to be necessary or appropriate. IV. GENERAL PROVISIONS: A. COVENANT AGAINST CONTINGENT FEES: GPEC warrants that no person or selling agent has been employed or retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. For a breach or violation of this warranty, the Town shall have the right to terminate this Agreement without liability or, in its discretion, to deduct the commission, brokerage or contingent fee from its payment to GPEC. B. PAYMENT DEDUCTION OFFSET PROVISION: GPEC recognizes the provisions of the Town Code of the Town of Fountain Hills which require and demand that no payment be made to any contractor as long as there is any outstanding obligation due to the Town, and directs that any such obligation be offset against payment due to GPEC. 5 C. ASSIGNMENT PROHIBITED: No party to this agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and no effect. D. INDEPENDENT CONTRACTOR; NO AGENCY: Nothing contained in this Agreement creates any partnership, joint venture or agency relationship between the Town and GPEC. At all times during the term of this Agreement, GPEC shall be an independent contractor and shall not be an employee of Town. Town shall have the right to control GPEC only insofar as to the results of GPEC's services rendered pursuant to this Agreement. GPEC shall have no authority, express or implied, to act on behalf of Town in any capacity whatsoever as an agent. GPEC shall have no authority, express or implied, pursuant to this Agreement to bind Town to any obligation whatsoever. E. INDEMNIFICATION AND HOLD HARMLESS: During the term of this Contract, and to the fullest extent permitted by law, GPEC shall indemnify, defend, hold, protect and save harmless the Town and any and all of its Councilmembers, officers and employees for, from and against any and all actions, suits, proceedings, claims and demands, loss, liens, costs, expense and liability of any kind and nature whatsoever, for injury to or death of persons, or damage to property, including property owned by Town, brought, made, filed against, imposed upon or sustained by the Town, its officers, or employees in and arising from or attributable to or caused directly or indirectly by the negligence, wrongful acts, omissions or from operations conducted by GPEC, its directors, officers, agents or employees acting on behalf of GPEC and with GPEC’s knowledge and consent. Any party entitled to indemnity shall notify GPEC in writing of the existence of any claim, demand or other matter to which GPEC's indemnification obligations would apply, and shall give to GPEC a reasonable opportunity to defend the same at its own expense and with counsel reasonably satisfactory to the indemnified party. Nothing in this Subsection E shall be deemed to provide indemnification to any indemnified party with respect to any liabilities arising from the fraud, negligence, omissions or willful misconduct of such indemnified party. F. INSURANCE: GPEC shall procure and maintain for the duration of this Agreement, at GPEC's own cost and expense, insurance against claims for injuries to persons or damages to property which may arise from or in connection with this Agreement by GPEC, its agents, representatives, employees or contractors, in accordance with the Insurance Requirements set forth in Exhibit E (“Insurance Requirements”), attached hereto. The Town acknowledges that it has received and reviewed evidence of GPEC’s insurance coverage in effect as of the execution of this Agreement. G. GRATUITIES: The Town may, by written notice to GPEC, terminate the right of GPEC to proceed under this Agreement upon one (1) calendar day notice, if it is found that gratuities in the form of entertainment, gifts, or otherwise were offered or given by GPEC, or any agent or representative of GPEC, to any officer or employee of the Town with a view toward securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of any determinations with respect to the performance of such contract; provided that the existence of the facts upon which the Town makes such findings shall be an issue and may be reviewed in any competent court. 6 In the event of such termination, the Town shall be entitled to pursue all legal and equitable remedies against GPEC available to the Town. H. EQUAL EMPLOYMENT OPPORTUNITY. During the performance of this Agreement, GPEC agrees as follows: 1. GPEC will not discriminate against any employee or applicant for employment because of race, color, religion, gender, sexual orientation, national origin, age or disability. GPEC shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, gender, sexual orientation, national origin, age or disability. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. GPEC agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 2. GPEC will, in all solicitations or advertisements for employees place by or on behalf of GPEC, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, sexual orientation, national origin, age or disability. 3. GPEC will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to Agreements or subcontracts for standard commercial supplies or new materials. 4. Upon request by the Town, GPEC shall provide Town with information and data concerning action taken and results obtained in regard to GPEC's Equal Employment Opportunity efforts performed during the term of this Agreement. Such reports shall be accomplished upon forms furnished by the Town or in such other format as the Town shall prescribe. I. COMPLIANCE WITH APPLICABLE FEDERAL AND STATE LAWS REQUIRED. GPEC understands and acknowledges the applicability of the Immigration Reform and Control Act of 1986, the Drug Free Workplace Act of 1989 and the Americans with Disabilities Act, and agrees to comply therewith in performing under any resultant agreement and to permit Town inspection of its records to verify such compliance. 1. GPEC warrants to the Town that, to the extent applicable under A.R.S. § 41-4401, GPEC is in compliance with all Federal Immigration laws and regulations that relate to its employees and with the E-Verify Program under A.R.S. § 23-214(A). GPEC acknowledges that a breach of this warranty by GPEC or any subconsultants providing services under this Agreement is a material breach of this Agreement subject to penalties up to and including termination of this Agreement or any applicable subcontract. The Town retains the legal right to inspect the papers of any employee of GPEC or any subconsultant who works on this Agreement to ensure compliance with this warranty. 7 2. The Town may conduct random verification of the employment records of GPEC and any of its subconsultants who work on this Agreement to ensure compliance with this warranty. 3. The Town will not consider GPEC or any of its subconsultants who work on this Agreement in material breach of the foregoing warranty if GPEC and such subconsultants establish that they have complied with the employment verification provisions prescribed by 8 USCA § 1324(a) and (b) of the Federal Immigration and Nationality Act and the e-verify requirements prescribed by A.R.S. § 23-214(A). 4. The provisions of this Section I must be included in any contract GPEC enters into with any and all of its subconsultants who provide services under this Agreement or any subcontract to provide services under this Agreement. As used in this Section I “services” are defined as furnishing labor, time or effort in the State of Arizona by a contractor or subcontractor. Services include construction or maintenance of any structure, building or transportation facility or improvement to real property. 5. Pursuant to A.R.S. §§ 35-391.06 and 35-393-06, GPEC hereby certifies to the Town that GPEC does not have “scrutinized” business operations, as defined in A.R.S. §§ 35-391 and 35-393, in either Sudan or Iran. J. TERMINATION. Town shall have the right to terminate this Agreement if GPEC shall fail to duly perform, observe or comply with any covenant, condition or agreement on its part under this Agreement and such failure continues for a period of 30 days (or such shorter period as may be expressly provided herein) after the date on which written notice requiring the failure to be remedied shall have been given to GPEC by the Town; provided, however, that if such performance, observation or compliance requires work to be done, action to be taken or conditions to be remedied which, by their nature, cannot reasonably be accomplished within 30 days, no event of default shall be deemed to have occurred or to exist if, and so long as, GPEC shall commence such action within that period and diligently and continuously prosecute the same to completion within 90 days or such longer period as the Town may approve in writing. The foregoing notwithstanding, in the event of circumstances which render GPEC incapable of providing the services required to be performed hereunder, including, but not limited to, insolvency or an award of monetary damages against GPEC in excess of its available insurance coverage and assets, the Town may immediately and without further notice terminate this Agreement. K. RESPONSIBILITY FOR COMPLIANCE WITH LEGAL REQUIREMENTS. GPEC's performance hereunder shall be in material compliance with all applicable federal, state and local health, environmental, and safety laws, regulations, standards, and ordinances in effect during the performance of this Agreement. L. INSTITUTION OF LEGAL ACTIONS. Any legal actions instituted pursuant to this Agreement must be filed in the county of Maricopa, State of Arizona, or in the Federal District Court in the District of Arizona. In any legal action, the prevailing party in such action will be entitled to reimbursement by the other party for all costs and expenses of such action, including reasonable attorneys' fees as may be fixed by the Court. M. APPLICABLE LAW. Any and all disputes arising under any Agreement to be awarded hereunder or out of the proposals herein called for, which cannot be administratively 8 resolved, shall be tried according to the laws of the State of Arizona, and GPEC shall agree that the venue for any such action shall be in the State of Arizona. N. CONTINUATION DURING DISPUTES. GPEC agrees that, notwithstanding the existence of any dispute between the parties, each party shall continue to perform the obligations required of it during the continuation of any such dispute, unless enjoined or prohibited by an Arizona court of competent jurisdiction. O. TOWN REVIEW OF GPEC RECORDS. GPEC must keep all Agreement records separate and make them available for audit by Town personnel upon request. P. NOTICES. Any notice, consent or other communication required or permitted under this Agreement shall be in writing and shall be deemed received at the time it is personally delivered, on the day it is sent by facsimile transmission, on the second day after its deposit with any commercial air courier or express service or, if mailed, three (3) days after the notice is deposited in the United States mail addressed as follows: If to Town: Mr. Kenneth W. Buchanan Town Manager Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Phone: (480) 816-5107 Fax: (480) 837-3145 If to GPEC: Barry Broome President and Chief Executive Officer Greater Phoenix Economic Council Two North Central Avenue, Suite 2500 Phoenix, Arizona 85004-4469 Phone: (602) 256-7700 Fax: (602) 256-7744 Any time period stated in a notice shall be computed from the time the notice is deemed received. Either party may change its mailing address or the person to receive notice by notifying the other party as provided in this paragraph. Q. TRANSACTIONAL CONFLICT OF INTEREST. All parties hereto acknowledge that this Agreement is subject to cancellation by the Town pursuant to the provisions of Section 38-511, Arizona Revised Statutes. R. NONLIABILITY OF OFFICIALS AND EMPLOYEES. No member, official or employee of the Town will be personally liable to GPEC, or any successor in interest, in the event of any default or breach by the Town or for any amount which may become due to GPEC or successor, or on any obligation under the terms of this Agreement. No member, official or employee of GPEC will be personally liable to the Town, or any successor in interest, in the event of any default or breach by the GPEC or for any amount which may become due to the Town or successor, or on any obligation under the terms of this Agreement. 9 S. NO WAIVER. Except as otherwise expressly provided in this Agreement, any failure or delay by any party in asserting any of its rights or remedies as to any default, will not operate as a waiver of any default, or of any such rights or remedies, or deprive any such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. T. SEVERABILITY. If any provision of this Agreement shall be found invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law, provided that the fundamental purposes of this Agreement are not defeated by such severability. U. CAPTIONS. The captions contained in this Agreement are merely a reference and are not to be used to construe or limit the text. V. NO THIRD PARTY BENEFICIARIES. No creditor of either party or other individual or entity shall have any rights, whether as a third-party beneficiary or otherwise, by reason of any provision of this Agreement. W. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS. This Agreement may be executed in up to three (3) duplicate originals, each of which is deemed to be an original. This Agreement, including ten (10) pages of text and the below-listed exhibits which are incorporated herein by this reference, constitutes the entire understanding and agreement of the parties. Exhibit A – GPEC Action Plan Exhibit B - GPEC Performance Measures Exhibit C - Targeted Industries Exhibit D - Reporting Mechanism for Contract Fulfillment Exhibit E - Insurance Requirements This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Town or GPEC, and all amendments hereto must be in writing and signed by the appropriate authorities of the parties hereto. MARICOPA COUNTY APACHE JUNCTION AVONDALE BUCKEYE CASA GRANDE CHANDLER FOUNTAIN HILLS GILA BEND GILBERT GLENDALE GOODYEAR MARICOPA MESA PHOENIX PEORIA QUEEN CREEK SCOTTSDALE SURPRISE TEMPE TOLLESON MEMBER COMMUNITIES Renewable Energy Manufacturing & Logistics Biomedical/ Personalized Medicine Mission Critical Advanced Business Services Aerospace & Aviation Emerging Tech WICKENBURG YOUNGTOWN CENTER OF GRAVITY FY2014 ACTION PLAN EXHIBIT A 4 GPEC Stakeholders 6 FY14 Metrics 7 FY14 Budget 8 Business Development 10 Competitveness 12 Marketing and Communications 13 Stakeholder Engagement: Paving the Way FY13 MILESTONES Momentum gained in the last year—select achievements and key benchmarks FY14 ACTION ITEMS Sample of activities that adhere to a five-year vision and result in progress DRIVES THESE FY14 METRICS Shows relationship between action items and annual performance goals WHAT TO EXPECT IN THE FOLLOWING PAGES 2 GPEC MISSION Attract quality businesses to the Greater Phoenix region from around the world, and advocate and champion foundational efforts to improve the region’s competitiveness. Strategic Pillar Market Intelligence Next Generation Attraction International Regional Brand GPEC Brand Capital Markets / Venture Formation By 2016 GPEC’s market intelligence model will be best-in-class. GPEC will elevate Greater Phoenix as a leading center of emerging technologies. GPEC will maintain its reputation as a credible, respectable and “go to” organization. GPEC’s foreign direct investment approach will be a national best practice. GPEC will successfully define Greater Phoenix as a region that is forward-thinking, innovative and business-friendly. GPEC will be the nation’s premier agency and leader in the economic development realm. In Arizona, GPEC will be the principal leadership organization. GPEC will develop a science and technology-based fund that will drive regional innovation activity. 3 EXECUTIVE SUMMARY AND FIVE-YEAR STRATEGIC PLAN OVERVIEW CENTER OF GRAVITY One of GPEC’s most unique and differentiating traits is our ability to convene public and private-sector leaders around the same table to develop and implement strategies that will transform Greater Phoenix’s economic landscape. At GPEC, aspirations of greatness are shared, common ground is found and collectively stood upon, and risks are taken together. In the natural ebb and flow of business and economic cycles, GPEC remains a constant force, striving to outperform other markets for investment, serving our communities through job creation and championing a marked change in the state and region’s competitive position. Your leadership, support and participation have made GPEC a center of gravity. As GPEC approaches our 25th year as the region’s economic development authority, we are resolute in our endeavors to maintaining and celebrating a model that has proven its effectiveness time and again. VISION AND PROGRESS As approved by GPEC’s Board of Directors in FY11, these strategic pillars will guide the organization’s fiscal year activities, and by 2016, lead to the following vision statements: 4 Alliance Bank of Arizona APS Arizona Cardinals Arizona Diamondbacks Arizona Republic/ Gannett Foundation Arizona State University Bank of America Banner Health BBVA Compass Chase Cox Communications D.L. Withers Construction Dignity Health DMB Associates Ernst & Young Freeport McMoRan Copper & Gold Inc. Henry & Horne Hines Intel Corporation Job Brokers Inc. Kitchell Maracay Homes Maricopa Community Colleges Mayo Clinic Meritage Homes MidFirst Bank PetSmart Phoenix Suns Polsinelli PC Power One Republic Services SCF Arizona Squire Sanders SRP University of Phoenix US Airways Verizon Wireless Walmart Waste Management Wells Fargo A1A Vista Tech AAA Arizona Abengoa/Abacus Aetna Arizona Business Bank Avnet BDO BMO Harris Bank BlueCross BlueShield of Arizona Cancer Treatment Centers of America Cassidy Turley/BRE Com- mercial Carlyle Development- MetroCenter CBIZ MHM CBRE CCS Presentation Systems Celgene Corporation Central AZ Commerce Park, LLC CenturyLink Coe & Van Loo Consultants, Inc. Colliers International Cushman & Wakefield Deloitte Deutsch Architecture Group Digital Realty Trust El Dorado Holdings Empire Southwest Gammage & Burnham Gilbane Building Co. Green Loop Solutions Greenberg Traurig Hensel Phelps Hensley Howard S. Wright JE Dunn Construction Jones Lang LaSalle Keyser Layton Construction Lee and Associates Lewis & Roca LLP Macerich The McShane Companies Mortenson Construction National Bank of Arizona Nationwide Realty Investors Okland Construction Phoenix Children’s Hospital Renaissance Companies SmithGroup Snell & Wilmer LLP Southwest Airlines Stinson, Morrison, Hecker Sun Health Sundt Construction Thunderbird School of Global Management Total Transit University of Arizona Ware Malcomb Weitz Company Wespac Construction, Inc. Wood, Patel & Associates, Inc. Maricopa County Apache Junction Avondale Buckeye Casa Grande Chandler Fountain Hills Gila Bend Gilbert Glendale Goodyear Maricopa Mesa Phoenix Peoria Queen Creek Scottsdale Surprise Tempe Tolleson Wickenburg Youngtown MEMBER COMMUNITIES GPEC STAKEHOLDERS* GOLD PLATINUM 5 A.T. Still University Air Products and Chemicals, Inc. All About People Arizona Office Technologies Bank of Arizona Big D Construction Bristol Global Mobility Bryan Cave Capital Commercial Investment, Inc. Capital Group Companies Clark Hill PLC Comerica Bank CoStar Group Dibble Engineering DIRTT Ellman Companies Ensemble DevMan of Arizona Fennemore Craig Fervor Creative Golder Associates Goodmans Interior Structures GPE Commercial Advisors Grant Thornton Green Card Fund Kelly Services KTAR Kutak Rock Land Advisors Organization Merit Partners MSS Technologies Mutual of Omaha On Q Financial Osborn Maledon The Plaza Companies Quarles & Brady Queen Creek/ Landmark Companies Rose Law Group Southwest Gas Corporation Sun State Builders Target Commercial Interiors Tratt Properties Ultimate Staffing Services Univita USAA Volo Holdings, LLC WealthTrust Arizona Willmeng Construction, Inc. Wist Office Products The Alter Group American Solar Electric Applied Economics Carefree Partners CORE Construction Dircks Moving & Logistics Gallagher & Kennedy Guided Therapy Systems Haworth John C. Lincoln Health Network McCarthy Building Companies Midwestern University Newmark Grubb Night Frank Plant Solutions SkySong, Scottsdale Innovation Center Sunstate Equipment Company * As of April 30, 2013 SILVER BRONZE 6 Payroll Generated Number of Jobs High-wage Jobs Average High-wage Salary Qualified Prospects Qualified International Prospects Emerging Tech Assists Reach of Editorial Placements $194,283,011 4,597 2,407 $50,792 206 37 8 222M $213,711,312 5,057 2,647 $56,435 227 40 10 247M $235,082,443 5,562 2,912 $62,079 250 44 12 271M THRESHOLD TARGET STRETCH FY14 METRICS 7 FY14 BUDGET JULY 1, 2012 - JUNE 30, 2013 Revenues Public Funds Private Funds New Pledge Revenue In-Kind Pledges Special Events, Prog. & Spon. Other Total Revenues Operating Expenditures Business Attraction Marketing Research & Strategy External Relations Resource Management Personnel Facilities Total Expenses Net Loss Less: Capital Expenditures Amortization of Deferred Rent Add: Depreciation Net Cash Flows Beginning Cash Ending Cash FY 2014 Budget $ 2,095,000 2,300,000 250,000 92,000 240,000 5,000 $ 4,982,000 363,000 272,000 150,000 230,000 230,000 3,432,000 408,000 $ 5,085,000 (103,000 (10,000 (43,000 25,000 (131,000 1,726,000 $ 1,595,000 $ Change $ (6,000 – – – 100,000 – $ 94,000 6,000 32,000 24,000 (3,000 (3,000 114,000 (9,000 $ 161,000 (67,000 30,000 (3,000 (15,000 (55,000 (76,000 $ (131,000 FY 2013 Budget $ 2,101,000 2,300,000 250,000 92,000 140,000 5,000 $ 4,888,000 357,000 240,000 126,000 233,000 233,000 3,318,000 417,000 $ 4,924,000 (36,000 (40,000 (40,000 40,000 (76,000 1,802,000 $ 1,726,000 % of Total 42.8% 46.9% 5.1% 1.9% 3.1% 0.2% 100% 7.3% 4.9% 2.6% 4.7% 4.7% 67.6% 9.1% 101% (0.8% (0.8% 0.5% % of Total 42.1% 46.2% 5.0% 1.8% 4.8% 0.1% 100% 7.3% 5.5% 3.0% 4.6% 4.6% 68.9% 8.2% 102.1% (0.2% (0.9% 0.5% Change (.3% 71.4% 1.9% 1.7% 13.3% 19% (1.3% (1.3% 3.4% 2.2% 3.3% 186.1% (75.0% 7.5% (37.5% (7.6% (1) Some reclassifications have been made in the current year FY12-13 Forecast $ 2,101,000 2,300,000 250,000 92,000 152,000 12,000 $ 4,907,000 357,000 240,000 126,000 233,000 233,000 3,318,000 448,000 4,955,000 (48,000 (40,000 (40,000 25,000 (103,000 1,802,000 $ 1,699,000 )))) )) )))))) )) ) )))) ) ) ) )) )) ) ) ) ) ) )) FY13 MILESTONES 8 FY14 ACTION ITEMS Scale California Initiative Substantial interest in GPEC’s California 100 campaign has translated to more than two dozen companies evaluating Greater Phoenix. As GPEC looks to convert these prospects to locates, we will deploy more resources to California markets and articulate Arizona’s business case to executives seeking to leave or expand out of the state. Mine Opportunities in Chicago GPEC will expand current efforts in Chicago, increasing our presence and outreach to the market that many Arizonans formerly called home. We will study market similarities and juxtapose those areas in which Greater Phoenix has a solid advantage. GPEC will also recalibrate our messaging, historically designed for site-selectors, and cast a more refined communications net targeted at executives. Size Up the Competition GPEC will broaden its normal business development travel to include trips that delve into better understanding industries in the competitor markets of Austin, Salt Lake City, Las Vegas, Dallas and Denver. Austin, for example, has a storied past in technology yet continues to surface in rankings and maintain its reputation as an innovative city. Visits with market experts and research due diligence will help GPEC identify how Greater Phoenix stacks up. California Dreamin’ Capitalized on CA’s increase on personal income taxes by targeting CEOs with a CA 50 campaign. The result? A tremendous immediate response – more than 60 calls within the first week – so the campaign was extended to 100 CEOs of qualified companies. GPEC is currently working with approximately 35 CA CEOs who are at the helm of companies ranging in size from 300 to 10,000 employees and represent industries like financial services, manufacturing, life sciences and technology. Mining Emerging Tech Opportunities Still in its infancy stage, GPEC is further developing a system to uncover and pursue emerging tech firms that have a viable funding source. Early identification of these enterprises during the capital infusion process, will afford GPEC the chance to grow technologies within the region’s innovation ecosystem. Strong Deal Flow Through April, GPEC has delivered on several business development metrics including number of jobs, high- wage jobs and average high-wage salary. Year-end projections suggest GPEC will finish strong—among one of the organization’s top five job performances in the last decade. BUSINESS DEVELOPMENT Create and maintain high-quality jobs and investment through targeted, direct selling Proactively pursue the best projects that meet community and regional objectives DRIVES THESE FY14 METRICS 9 Enhance Approach in China and Launch New International Markets First introduced as the China Z Corridor Strategy, the China- Arizona Alliance has resulted in effective connections to companies and multipliers in Shanghai and its surrounding cities, which boasts the largest concentration of industries in China. The Alliance comprises Arizona Commerce Authority, Arizona State University, Tucson Regional Economic Opportunities and GreenCardFund. GPEC will continue to develop these relationships through a series of investment forums on doing business in Greater Phoenix, not only in China but also in other foreign markets within Western Europe and Western and Eastern Canada. • Pipeline of qualified prospects • Total number of jobs created • Number of high-wage jobs created • Average high-wage salary • Payroll generated • Stakeholder satisfaction with business attraction FY13 MILESTONES 10 FY14 ACTION ITEMS Advance the Market Intelligence Program Following the rollout of our findings from the aerospace and defense analysis and pre-sequestration report, GPEC will continue monitoring this industry to assess the impact from sequestration. GPEC will also expand the market intelligence program to researching information communications technology (ICT). An in-depth look at the region’s ICT assets and overall evaluation of industry trends will equip our communities with intelligence beneficial to their respective retention efforts. Implement a Regional Science and Technology Initiative Building on the work from FY13, GPEC will coalesce business and community leaders to execute an economic growth plan designed to transform Greater Phoenix into a knowledge-driven economy. The purpose of the initiative is to lead the nation and the world in new technologies and innovation, and ultimately increase the region’s prospects for greater prosperity and economic sustainability. Champion Shifts in Arizona’s Competitiveness GPEC will continue the quest for number one in the Mountain West, and seek the passage of a property tax reclassification tool at the Arizona legislature. Designed to attract export industries, which drive economic growth, this performance-based program will improve GPEC’s ability to compete for investments and quality job creation. The State of an Industry Released findings from a pre- sequestration study that analyzed 114 of the region’s most at-risk aerospace and defense companies. GPEC’s market intelligence program on this effort received widespread praise among federal officials in Washington, D.C. and could serve as a future national model. Unprecedented D.C. Mission Record participation from more than 60 civic and business leaders, noteworthy attendance from Arizona’s congressional delegation and a first-ever national panel discussion on immigration uniquely defined the 2013 Executive Mission to Washington, D.C. GPEC organized 44 key meetings over the course of three days. Having the Innovation Conversation Outcomes from the work of GPEC’s Innovation Council included the launch of industry roundtables, which focused on education IT and healthcare IT, bringing increased attention to emerging technology clusters in the region. COMPETITIVENESS Guide new, strategic business opportunities through geographic and industry trend analyses Evaluate targeted, sound economic development programs that enhance regional and state competitiveness DRIVES THESE FY14 METRICS 11 Uphold a Compelling Research Model Over the last several years, GPEC has earned a reputation for our ability to deliver valuable research and analyses to prospective companies, policymakers and business leaders. GPEC will apply our competency in evaluating and translating sophisticated research to increasingly important subjects like education, workforce and emerging industries. • Pipeline of qualified prospects • Average high-wage salary • Emerging technology assists • Competitive position progress FY13 MILESTONES 12 FY14 ACTION ITEMS Build Upon Success in California An aggressive marketing campaign to lure executives from the Golden state resulted in a highly successful series of media stories about the region and an abundance of new California prospects. GPEC will follow this move with new tactics that include leveraging the support of partners to position the region’s brand through digital, print and display mediums across California, as well as a continued media strategy to leverage ongoing opportunities. Bridge the Region to International Markets More so than in years past, GPEC will focus on implementing an international marketing campaign that includes increasing awareness for Greater Phoenix and our market offerings. We’ll also strengthen ties with Washington, D.C.-based agencies that serve as points of entry for foreign companies, thereby gaining more immediate visibility among firms seeking to invest in the U.S. Go Bigger in Chicago GPEC will complement business development activity in Chicago with a more direct campaign targeting executives in the Windy City. Through electronic marketing and a potential, strategic media buy, GPEC will hone in on differentiating market characteristics and promote the benefits of doing business in Greater Phoenix. Incredible PR Capitalized on key national and international themes, which led to an extraordinary 674-plus million media impressions. PR efforts surrounding the International Trade Commission hearing on solar tariffs in China, GPEC’s CA 100 campaign in response to Prop 30, and the Arizona Talks Immigration panel in Washington, D.C. resulted in solid media placement for GPEC. An International First Created a first-ever international guide to doing business for foreign companies seeking to invest in the U.S. This comprehensive toolkit, compiled by some of the region’s top experts, is available in print and online in English, Chinese and Spanish at www.gpec.org/toolkit. Striking Gold in the Golden State Immediately followed passage of CA’s Prop 30, which significantly increased personal tax rates on incomes over $250,000, with a CA 50 campaign targeted at CEOs. GPEC deployed PR, print advertising, email marketing and social media to promote the campaign, offering 50 qualified CA execs a first-rate market overview to evaluate the region for relocation and expansion opportunities. After non- stop calls within the first week, the campaign was extended to the first 100 qualified CEOs showing interest. MARKETING & COMMUNICATIONS Market and promote region’s strengths and assets in new markets using non-traditional tools Continue to position GPEC as a reliable resource for stakeholders, policy-makers, citizens and media on key economic development issues DRIVES THESE FY14 METRICS 13 Maintain a High Profile Media placement for the region and GPEC has been off the charts thanks to more calculated, relevant positions on foreign direct investment (ie, trade and investment with China) and taxes (ie, California’s Proposition 30). GPEC will continue to pursue national and international media by developing progressive, fact-based storylines that serve to improve the state and region’s brand in outside markets. Recapture the Conversation GPEC will explore the revival of our “Convening the Community” series in support of our efforts to implement a regional science and technology initiative. In 2009, these town-hall type forums drew 800-plus attendees and 12,000 television viewers to an important dialogue on the region and state’s competitiveness. • Pipeline of qualified prospects • Pipeline of international prospects • Total reach of editorial placements Board of Directors Provides effective oversight of the organization and helps shape GPEC’s influence as a regional thought leader. Executive Committee Acts on behalf of the Board of Directors, advising on strategic direction and overall performance of annual goals. Board-Level Committees « Performance Committee Evaluates the performance of the organization and the President & CEO. « Nominating Committee Serves to nominate the At-Large Directors and Board officers. « Audit Committee Assesses internal controls and oversees auditors and the annual audit. « Finance Committee Sets financial objectives for the organization and recommends the annual budgets as part of the Action Plan. STAKEHOLDER ENGAGEMENT The active involvement by GPEC stakeholders carves a path for our region to become world-class and extraordinary. Stakeholder support enables GPEC to pursue economic opportunities while allowing investors to participate in key economic development activities. GOVERNANCE 14 The collective professional expertise of GPEC’s councils and advisory groups helps shape the organization’s key initiatives, leverages connections to further business development and competitiveness efforts, and supports implementation of programs. Community Building Consortium* Applies collective commercial real estate experience to help capture business development opportunities and increase the region’s transactional capabilities. Economic Development Directors Team Advises CEO and staff on local economic development trends, offers insight on pulse of city/town council and partners with GPEC to finalize location decisions. Education Council* (under consideration) Reviews current workforce skills gaps, supports the advancement of a science and technology initiative and identifies education-to-career path solutions. GPEC Next Leadership Council* Ensures the organization operates in a model that is innovative, integrated and proactive. Healthcare Leadership Council* Works to advance a healthcare initiative for the region and establish Greater Phoenix as a center of excellence anchored by innovative assets and world-class leadership. Innovation Council* Leverages the region’s expanding innovation ecosystem in an effort to foster growth in emerging industries and ultimately diversity the economy. International Leadership Council* Advises on the direction and implementation of GPEC’s foreign direct investment efforts, and provides guidance to increase program impacts. Marketing Committee* Offers guidance on the development of regional branding, and GPEC’s marketing and media efforts in support of our core mission. Mayors Council Convenes mayors of GPEC’s municipalities for regular updates on strategic initiatives. At the foundation of GPEC’s engagement activity are Ambassadors, whose broad range of professional backgrounds lend critical assistance to regional business-climate improvement and business development efforts. Ambassadors Help communicate, educate and inform stakeholders, policy-makers, citizens and media about key regional economic development issues. Certified Ambassadors A qualifying program for Ambassadors who serve as an extension of the GPEC team and are given unique opportunities to interface more closely with GPEC’s staff and board on program initiatives and mission-critical efforts. Ambassador Steering Committee Advises on strategic direction of Ambassadors Program; design activities relevant to and in support of GPEC’s mission; serve as a sounding board for emerging initiatives and support implementation of programs. * Eligibility determined by investment level or strategic appointment LEADERSHIP COUNCILS AND ADVISORY GROUPS AMBASSADORS 15 2 N. Central Ave., Suite 2500, Phoenix, AZ 85004 Phone: 602.256.7700 | Fax: 602.256.7744 | www.gpec.org Like a whirl of shiny flakes sparkling in a snow globe, Hubble caught this glimpse of many hundreds of thousands of stars moving about in the globular cluster M13, one of the brightest and best- known globular clusters in the northern sky. These stars are packed so closely together in a ball, approximately 150 light-years across, that they will spend their entire lives whirling around in the cluster. Near the core of this cluster, the density of stars is about a hundred times greater than the density in the neighborhood of our sun. @gpec gpecgreaterphoenixgreater phoenix economic council (groups)facebook.com/gpec4jobs EXHIBIT B GPEC PERFORMANCE MEASURES FY 2013-2014 Specific performance targets as established by the GPEC Executive Committee and Board of Directors: 1. Payroll Generated $194.3M 2. Total Number of Jobs Created 4,597 3. Total Number of High-Wage Jobs 2,407 4. Average High-Wage Salary $50,792 5. Emerging Tech Assists 8 6. Number of Qualified Prospects 206 7. Number of Qualified International Prospects 37 8. Total Reach of Editorial Placements/Exposures 222M GPEC continues to target high-wage industries (Renewable Energy; Biomedical/Personalized Medicine; Advanced Business Services; Manufacturing & Logistics; Mission Critical; Areospace & Aviation; Emerging Tech) Page 1 of 2 EXHIBIT C TARGETED INDUSTRIES FY2013-2014 GPEC and our member communities have identified targeted industries on a local and regional level, incorporating these industries into a regional economic development plan. For fiscal year 2013-2014, GPEC will continue its emphasis on the following: Renewable Energy; Biomedical/Personalized Medicine; Advanced Business Services; Manufacturing & Logistics; Mission Critical; Aerospace & Aviation; Emerging Tech. Member communities will target the following: Apache Junction Business services; environmental technologies research and manufacturing; standard and advanced manufacturing; regional and corporate centers; medical institutions and/or associated satellite operations; mining support facilities; resort/tourist-oriented development; filmmaking (location shooting); expanded retail opportunities Avondale Advanced business services/information technology; renewable energies; Bio/medical/life sciences; manufacturing; higher education/lifelong learning, amateur sports and tourism Buckeye Advanced business services; renewable energy; high tech (data center and services); environmental technology / sustainability; standard manufacturing; medical and educational institutions; transportation/distribution; small business/incubator; aerospace/aviation Casa Grande Aviation/aerospace; biosciences and sustainability; corporate/regional headquarters; healthcare and medical services; standard manufacturing and transportation and distribution Chandler Advanced business services; corporate/regional headquarters, high-tech electronics and software development; aerospace/aviation and advanced materials; biosciences and sustainability. Fountain Hills Advanced business services (professional, technical, and scientific services including finance and insurance); healthcare, medical, bio-life sciences and wellness; medical and educational institutions; arts, entertainment and recreation; retail Gila Bend Clean technology (manufacturing/central station generation/R&D); warehousing/transportation/distribution; military supply chain; tourism/hospitality; standard manufacturing; agriculture/agri-biotechnology; food, fiber and natural products; aerospace/aviation; heavy industrial Gilbert Corporate/regional headquarters; advanced business services; high-tech/software (R&D, data center, services); next generation electronics (sensors, optics); aerospace and defense (satellite, FAA repair); biotechnology and life sciences (R&D, oncology, regenerative medicine, cardiovascular science, medical device); clean technology and renewable energy (R&D, algae, biodiesel) Glendale Advanced business services; aerospace and defense; education; healthcare/medical; hospitality; renewable energy; technology Goodyear Advance financial/business services; high-tech electronics and software development; aerospace/aviation; advanced materials; biosciences (treatment, medical diagnostics, research) and senior industries; food, fiber and natural products; transportation/distribution; standard manufacturing; environmental technology; sustainability Page 2 of 2 Maricopa (City) High-wage employers (salaries averaging at least 125% of the median wage in Maricopa County) that generate at least 80% of income from exporting goods and services outside the region. Mesa Primary Target Industries: Healthcare, Education, Aerospace/Defense and Tourism/Technology Secondary target industries: Advanced business services; standard and advance manufacturing; regional and corporate centers; environmental technology; research & development; bioscience; sustainability Peoria Advanced business services; high technology (data centers, R&D); life sciences and healthcare technologies; advanced medical services; educational institutions; advanced and standard manufacturing; clean technologies research and manufacturing; entertainment and tourism Phoenix Bio-life science; advance business services; manufacturing; sustainable industries and enterprises; high education; world business, trade and FDI; and established/emerging enterprises Queen Creek Aerospace and aviation; health and wellness; arts, culture and experience; education; clean and renewable energy and water; family/youth & children activity destinations Scottsdale Information technology/software; healthcare/biomedical; financial services; sports/lifestyle; solar/sustainable industries; education Surprise Environmental technology; advanced medical services; biotech; education and healthcare; transportation and distribution Tempe Advanced business services (financial services); high tech/software (R&D, data center and services); high-tech/next generation electronics; aerospace R&D/aviation; bioscience (research, drug development, treatment, medical diagnostics); corporate/regional headquarters; sustainability (environmental); advanced materials/plastics; senior industries; clean tech, renewable energy and manufacturing Tolleson Aerospace and advanced materials; food, fiber and natural products; transportation/distribution; standard manufacturing; environmental technology; sustainability Wickenburg Heavy industrial; standard manufacturing; transportation & distribution; rail services; food processing; mining support facilities; renewable energy; environmental technology research & manufacturing; healthcare and medical; educational institutions; tourism and filmmaking; expanded retail operations Page 1 of 1 EXHIBIT D FY 2013-2014 REPORTING MECHANISM FOR CONTRACT FULFILLMENT Monthly Activity Report - Month, Year BUSINESS ATTRACTION PERFORMANCE METRICS: GPEC Progress Toward Goals Annual Contract Actual Goal % of Targeted Opportunities Goal YTD YTD Goal YTD GPEC continues to target high-wage industries (advanced business services, aerospace, life sciences, renewable energy, high-tech/IT) KEY BUSINESS ATTRACTION ACTIVITIES AND OTHER GPEC ACTIVITIES PAYROLL GENERATED (MILLIONS) AVERAGE HIGH WAGE SALARY NUMBER OF JOBS NUMBER OF HIGH-WAGE JOBS EMERGING TECHNOLOGY ASSISTS QUALIFIED PROSPECTS INTERNATIONAL PROSPECTS TOTAL REACH OF EDITORIAL PLACEMENTS Page 1 of 3 EXHIBIT E INSURANCE REQUIREMENTS The Town’s insurance requirements are minimum requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement. The Town in no way warrants that the minimum limits required of GPEC are sufficient to protect GPEC from liabilities that might arise out of this Agreement for GPEC, its agents, representatives, employees or Contractors and GPEC is free to purchase such additional insurance as may be determined necessary. A. Minimum Scope and Limits of Insurance. GPEC shall provide coverage at least as broad as the categories set forth below with limits of liability in amounts acceptable to the Town. 1. Commercial General Liability - Occurrence Form (Form CG 0001, ed. 10/93 or any replacements thereof) General Aggregate/ per Project Products-Completed Operations Aggregate Personal & Advertising Injury Each Occurrence Fire Damage (Any one fire) Directors and Officers Medical Expense (Any one person) Optional 2. Automobile Liability  Any Auto or Owned, Hired and Non-Owned Vehicles (Form CA 0001, ed. 12/93 or any replacement thereof) Combined Single Limit Per Accident for Bodily Injury and Property Damage 3. Workers' Compensation and Employers' Liability Workers' Compensation Statutory Employers' Liability B. Self-insured Retentions. Any self-insured retentions must be declared to and approved by the Town. If not approved, the Town may request that the insurer reduce or eliminate such self-insured retentions with respect to Town, its officers, officials, agents, employees and volunteers. Page 2 of 3 C. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: 1. Commercial General Liability a. The Town, its officers, officials, agents, employees and volunteers are to be named as additional insureds with respect to liability arising out of: activities performed by or on behalf of GPEC, including the Town's general supervision of GPEC; products and completed operations of GPEC; and automobiles owned, leased, hired or borrowed by GPEC. b. GPEC's insurance shall include broad form contractual liability coverage. c. The Town, its officers, officials, agents, employees and volunteers shall be additional insureds to the full limits of liability purchased by GPEC, even if those limits of liability are in excess of those required by this Agreement. d. GPEC's insurance coverage shall be primary insurance with respect to Town, its officers, officials, agents, employees and volunteers. Any insurance or self-insurance maintained by Town, its officers, officials, employees or volunteers shall be in excess of GPEC's insurance and shall not contribute to it. e. GPEC's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. f. Coverage provided by GPEC shall not be limited to the liability assumed under the indemnification provisions of this Agreement. g. The policies shall contain a waiver of subrogation against Town, its officers, officials, agents, employees and volunteers for losses arising from work performed by GPEC for the Town. 2. Workers' Compensation and Employers' Liability Coverage. The insurer shall agree to waive all rights of subrogation against Town, its officers, officials, agents, employees and volunteers for any and all losses arising from work performed by the Contractor for the Town. D. Notice of Cancellation. Each insurance policy required by the insurance provisions of this Agreement shall provide the required coverage and shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice has been sent to Town at the Page 3 of 3 address provided herein for the giving of notice. Such notice shall be by certified mail, return receipt requested. E. Acceptability of Insurers. Insurance is to be placed with insurers duly licensed or approved unlicensed companies in the State of Arizona and with a "Best's" rating of not less than A-:VII. Town in no way warrants that the above required minimum insurer rating is sufficient to protect GPEC from potential insurer insolvency. F. Verification of Coverage. GPEC shall furnish Town with Certificates of Insurance (ACORD form or equivalent approved by Town) and with original endorsements effecting coverage as required by this Agreement. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. Any policy endorsements that restrict or limit coverage shall be clearly noted on the Certificate of Insurance. All certificates and endorsements are to be received and approved by Town before work commences. Each insurance policy required by this Agreement must be in effect at or prior to commencement of work under this Agreement and remain in effect for the duration of the project. All certificates of insurance required by this Agreement shall be sent directly to Town at the address and in the manner provided in this Agreement for the giving of notice. Town's Agreement/Agreement number, GPEC's name and description of the Agreement shall be provided on the Certificates of Insurance. Town reserves the right to require complete certified copies of all insurance policies required by this Agreement, at any time. G. Approval. During the term of this Agreement, no modification may be made to any of GPEC's insurance policies which will reduce the nature, scope or limits of coverage which were in effect and approved by the Town prior to execution of this Agreement. 1935798.2 ORDINANCE NO. 13-08 AN ORDINANCE OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, AMENDING THE TOWN OF FOUNTAIN HILLS SUBDIVISION ORDINANCE, ARTICLE 3 (SUBDIVISION DESIGN PRINCIPLES AND STANDARDS) SECTION 3.08 (LOT PLANNING) BY DELETING SUBSECTION H THEREOF, AND AMENDING THE TOWN OF FOUNTAIN HILLS ZONING ORDINANCE, CHAPTER 5 (GENERAL PROVISIONS) SECTION 5.03 (REDIVIDING OF RECORDED LOTS) BY DELETING SUBSECTION B THEREOF; RELATING TO LOT SIZE REQUIREMENTS. WHEREAS, the Mayor and the Council of the Town of Fountain Hills (the “Town Council”) adopted Ordinance No. 96-29, which established the Subdivision Ordinance for the Town of Fountain Hills (the “Subdivision Ordinance”); and WHEREAS, the Town Council adopted Ordinance No. 93-22, which adopted the Zoning Ordinance for the Town of Fountain Hills (the “Zoning Ordinance”); and WHEREAS, the Subdivision Ordinance and the Zoning Ordinance each contain provisions relating to lot division which require conformance with size limitations tied to nearby similar property (the “Lot Averaging Provisions”); and WHEREAS, the Town Council desires to amend the Subdivision Ordinance and the Zoning Ordinance to eliminate the Lot Averaging Provisions; and WHEREAS, public hearings regarding this Ordinance were advertised in the April 24, 2013 and May 1, 2013, editions of the Fountain Hills Times; and WHEREAS, public hearings were held by the Fountain Hills Planning & Zoning Commission on May 9 , 2013 and by the Town Council on June 6, 2013. NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. The recitals above are hereby incorporated as if fully set forth herein. SECTION 2. The Subdivision Ordinance, Article 3 (Subdivision Design Principles and Standards), Section 3.08 (Lot Planning), is hereby amended by deleting Subsection H thereof in its entirety. SECTION 3. The Zoning Ordinance, Chapter 5 (General Provisions), Section 5.03 (Redividing of Recorded Lots), is hereby amended by deleting Subsection B thereof in its entirety and reserving it for future use. 1935798.2 2 SECTION 4. If any section, subsection, sentence, clause, phrase or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. SECTION 5. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby authorized and directed to execute all documents and take all steps necessary to carry out the purpose and intent of this Ordinance. PASSED AND ADOPTED BY the Mayor and Council of the Town of Fountain Hills, June 6, 2013. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Linda M. Kavanagh, Mayor Bevelyn J. Bender, Town Clerk REVIEWED BY: APPROVED AS TO FORM: Kenneth W. Buchanan, Town Manager Andrew J. McGuire, Town Attorney