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Home My WebLink About160818P z:\council packets\2016\r160818\160818a.docx Last Printed: 8/11/2016 4:45 PM Page 1 of 5 NOTICE OF THE EXECUTIVE AND REGULAR SESSIONS OF THE FOUNTAIN HILLS TOWN COUNCIL TIME: 5:30 P.M. – EXECUTIVE SESSION (Executive Session will be held in the Fountain Conference Room - 2nd floor) 6:30 P.M. – REGULAR SESSION WHEN: THURSDAY, AUGUST 18, 2016 WHERE: FOUNTAIN HILLS COUNCIL CHAMBERS 16705 E. AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ Councilmembers of the Town of Fountain Hills will attend either in person or by telephone conference call; a quorum of the Town’s various Commission, Committee or Board members may be in attendance at the Council meeting. Notice is hereby given that pursuant to A.R.S. § 1-602.A.9, subject to certain specified statutory exceptions, parents have a right to consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the Town Council are audio and/or video recorded and, as a result, proceedings in which children are present may be subject to such recording. Parents, in order to exercise their rights may either file written consent with the Town Clerk to such recording, or take personal action to ensure that their child or children are not present when a recording may be made. If a child is present at the time a recording is made, the Town will assume that the rights afforded parents pursuant to A.R.S. § 1-602.A.9 have been waived. 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 and whether or not they reside in Fountain Hills (do not provide a home address) 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 Vice Mayor Henry Leger Councilmember Nick DePorter Councilmember Alan Magazine Councilmember Cassie Hansen Councilmember Cecil A. Yates z:\council packets\2016\r160818\160818a.docx Last Printed: 8/11/2016 4:45 PM Page 2 of 5 EXECUTIVE SESSION AGENDA  CALL TO ORDER – Mayor Linda M. Kavanagh 1. ROLL CALL AND VOTE TO GO INTO EXECUTIVE SESSION: Pursuant to: (1) A.R.S. § 38-431.03(A)(3), discussion or consultation for legal advice with the attorney or attorneys of the public body, and (2) A.R.S. § 38-431.03(A)(4), discussion or consultation with the attorneys of the public body in order to consider its position and instruct its attorneys regarding the public body’s position regarding contracts that are the subject of negotiations, in pending or contemplated litigation or in settlement discussions conducted in order to avoid or resolve litigation (specifically, the Copper Ridge Development Agreement). 2. ADJOURNMENT. REGULAR SESSION AGENDA  CALL TO ORDER AND PLEDGE OF ALLEGIANCE – Mayor Linda M. Kavanagh  INVOCATION – Dr. Bobby Brewer, North Chapel Community Church  ROLL CALL – Mayor Linda M. Kavanagh  MAYOR’S REPORT i) ROTATION OF THE VICE MAYOR position to Councilmember Nick DePorter, pursuant to Section 2-2-2 of the Fountain Hills Town Code, that each member of the Council, except the Mayor, shall serve an eight-month term as Vice Mayor and shall perform the duties of the Mayor during his absence or disability.  SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS i) Mayor Kavanagh may review RECENT EVENTS attended relating to Economic Development. ii) The Mayor will read a PROCLAMATION declaring August 21-27, 2016, National Employer Support of the Guard and Reserve week in the Town of Fountain Hills. CALL TO THE PUBLIC Pursuant to A.R.S. §38-431-01(H), public comment is permitted (not required) on matters not listed on the agenda. Any such comment (i) must be within the jurisdiction of the Council and (ii) is subject to reasonable time, place, and manner restrictions. The Council will not discuss or take legal action on matters raised during “Call to the Public” unless the matters are properly noticed for discussion and legal action. At the conclusion of the call to the public, individual Councilmembers may (i) respond to criticism, (ii) ask staff to review a matter or (iii) ask that the matter be placed on a future Council agenda. CONSENT AGENDA ITEMS All items listed on the Consent Agenda are considered to be routine, non-controversial matters and will be enacted by one motion and one roll call vote of the Council. All motions and subsequent approvals of consent items will include all recommended staff stipulations unless otherwise stated. There will be no separate discussion of these items unless a Councilmember or member of the public so requests. If a Councilmember or member of the public wishes to discuss an item on the consent agenda, he/she may request so prior to the motion to accept the Consent Agenda or with notification to the Town Manager or Mayor prior to the date of the meeting for which the item was scheduled. The items will be removed from the Consent Agenda and considered in its normal sequence on the Agenda. z:\council packets\2016\r160818\160818a.docx Last Printed: 8/11/2016 4:45 PM Page 3 of 5 1. CONSIDERATION of approving the TOWN COUNCIL MEETING MINUTES from June 14 and June 16, 2016. 2. CONSIDERATION of approving a COOPERATIVE PURCHASE AGREEMENT with Ace Asphalt, for various parking lot maintenance and striping, in an amount not to exceed $88,000.00, of which $10,000.00 is an owner’s contingency that shall be utilized at the Town’s sole discretion. 3. CONSIDERATION of approving the COOPERATIVE PURCHASING AGREEMENT (C2017-034) between the Town of Fountain Hills and Bel-Aire Mechanical, in an amount not to exceed $169,250 (includes four 1-year renewals), for HVAC maintenance and repairs. 4. CONSIDERATION of approving an AMENDMENT to the PROFESSIONAL SERVICES AGREEMENT with Brown & Associates, to increase the FY15/16 contract (CN 2016- 110.1) by $10,000 to cover actual cost of plan review and inspections through June 30, 2016. 5. CONSIDERATION of approving a SPECIAL EVENT LIQUOR LICENSE APPLICATION for the Fountain Hills Republican Club Picnic (submitted by Tait Elkie) to be held in the Fountain Hills Community Center Ballrooms 3 and 4, located at 13001 N. La Montana Drive, Fountain Hills, AZ, from 4:00 PM to 7:00 PM on Saturday, September 17, 2016. 6. CONSIDERATION of approving a SPECIAL EVENT LIQUOR LICENSE APPLICATION for the Fountain Hills Sister Cities Corporation Dinner (submitted by Jean Linzer) to be held in the Grand Ballroom of the Fountain Hills Community Center, located at 13001 N. La Montana Drive, Fountain Hills, AZ, from 5:00 PM to 8:00 PM on Saturday, October 8, 2016. 7. CONSIDERATION of approving a SPECIAL EVENT LIQUOR LICENSE APPLICATION for the Fountain Hills Community Theater (submitted by Val Stasik) for an entertainment event to be held in the Fountain Hills Community Center Ballrooms 1 and 2, 13001 N. La Montana Drive, Fountain Hills, AZ from 7:00 PM to 9:00 PM on Monday, September 12, 2016. 8. CONSIDERATION of approving a LIQUOR LICENSE APPLICATION submitted by Michael Glenn Schmidt, Owner of Schmizza, LLC DBA That Guy’s Pizza, located at 16948 E Shea Boulevard, #104, Fountain Hills, AZ. This is for a series 12 license (Restaurant). 9. CONSIDERATION of approving LANGUAGE that will appear on the plaque for the Franklin Delano Roosevelt statue that was recently approved. 10. CONSIDERATION of approving a BUDGET TRANSFER in the amount of $25,000, from the Administration Department (Town Manager – Professional Fees), to the Municipal Court (Court Operations – Salaries – Part Time), to cover budget overages for Fiscal Year 2015-16. 11. CONSIDERATION of approving a BUDGET TRANSFER in an amount not to exceed $5,000, from the Economic Development fund (DEDAD) to the Tourism Fund (TOURAD), and to transfer $1,700 from the Special Revenue Fund (for the Arizona Office of Tourism Grant) to the Tourism Fund to cover budget overages for Fiscal Year 2015-16. 12. CONSIDERATION of RESOLUTION 2016-19, adopting the Town of Fountain Hills Grant Administration Policy, dated August 18, 2016. z:\council packets\2016\r160818\160818a.docx Last Printed: 8/11/2016 4:45 PM Page 4 of 5 13. CONSIDERATION of approving RESOLUTION 2016-18, a modification to the Intergovernmental Agreement with the Arizona Department of Revenue relating to the administration of transaction privilege tax. 14. CONSIDERATION of approving RESOLUTION 2016-21, abandoning whatever right, title, or interest the Town has in the certain public utility and drainage easement located at the rear property line of Escondido Heights Condominiums (a re-plat of Plat 432 Bock 2, Lot 3)(15075 N. Escondido Drive), as recorded in Book 1271, Page 35, records of Maricopa County, Arizona. (EA 2016-02) 15. CONSIDERATION of approving RESOLUTION 2016-23, abandoning whatever right, title, or interest the Town has in the certain public utility and drainage easement located at the rear and a portion of the easterly side property line of Plat 213, Block 1, Lot 27, (15027 North Bristol Bay), as recorded in Book 155, Page 24, records of Maricopa County, Arizona. (EA 2016-04) REGULAR AGENDA 16. CONSIDERATION of the Park Place, Phase I CONCEPT PLAN to allow the development of two buildings with approximately 35,000 sq ft of Commercial/Retail space and 230 Residential apartments on 6 acres located at 16725 & 16845 E. Avenue of the Fountains. (Case #CP2016-02) 17. CONSIDERATION of a SPECIAL EVENT APPLICATION and FEE WAIVER for the Farm-to-Fork event presented by Fountain Events, Inc, to be held at the Fountain Hills Community Center and Centennial Circle on Sunday, October 23, 2016, from 11:00 AM – 6:00 PM. 18. CONSIDERATION of RESOLUTION 2016-20, declaring as a public record that certain document filed with the Town Clerk and entitled the “Town of Fountain Hills Business Regulations, Amended and Restated August 18, 2016.” 19. CONSIDERATION of ORDINANCE 16-01, adopting by reference the “Town of Fountain Hills Business Regulations, Amended and Restated August 18, 2016,” and amending the Fountain Hills Town Code, Chapter 8, Business Regulations. 20. PUBLIC HEARING to receive comments on ORDINANCE 16-07, a proposed amendment to Town of Fountain Hills Zoning Map. If adopted, the amendment would rezone approximately 2.07 acres at 11843 N. Desert Vista Drive, from the C-1 zoning district to the C-3 zoning district. If approved, the rezoning will allow the construction of an Automobile and RV storage facility. (Case #Z2016-06) 21. CONSIDERATION of ORDINANCE 16-07, a proposed amendment to Town of Fountain Hills Zoning Map. If adopted, the amendment would rezone approximately 2.07 acres at 11843 N. Desert Vista Drive, from the C-1 zoning district to the C-3 zoning district. If approved, the rezoning will allow the construction of an Automobile and RV storage facility. (Case #Z2016-06) z:\council packets\2016\r160818\160818a.docx Last Printed: 8/11/2016 4:45 PM Page 5 of 5 22. CONSIDERATION of RESOLUTION 2016-15, a DEVELOPMENT AGREEMENT between the Town of Fountain Hills and the Americana Development & Building Co., LLC to allow the development of “Copper Ridge”, a Senior Living Facility consisting of 132 Independent Living units, 60 Assisted Living units, 52 Memory Care units, approximately 42,000 sq ft of Commercial/Retail in two buildings, a 2 acre park, and associated amenities, located on a 12.24 acre commercial property on the north-east corner of Avenue of the Fountains and Westby Drive. (Case #DA2016-01) 23. CONSIDERATION of a CONCEPT PLAN for the Americana Development & Building Co., LLC to allow the development of “Copper Ridge”, a 12.24 acre commercial property on the north-east corner of Avenue of the Fountains and Westby Drive. (Case #CP2016-01) 24. COUNCIL DISCUSSION/DIRECTION to the Town Manager. Item(s) listed below are related only to the propriety of (i) placing such item(s) on a future agenda for action or (ii) directing staff to conduct further research and report back to the Council: i.) None. 25. SUMMARY OF COUNCIL REQUESTS and REPORT ON RECENT ACTIVITIES by the Mayor, Individual Councilmembers, and the Town Manager. 26. ADJOURNMENT. DATED this 11th day of August, 2016. 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\2016\r160818\160818a.docx Last Printed: 8/11/2016 4:45 PM Page 1 of 5 NOTICE OF THE EXECUTIVE AND REGULAR SESSIONS OF THE FOUNTAIN HILLS TOWN COUNCIL TIME: 5:30 P.M. – EXECUTIVE SESSION (Executive Session will be held in the Fountain Conference Room - 2nd floor) 6:30 P.M. – REGULAR SESSION WHEN: THURSDAY, AUGUST 18, 2016 WHERE: FOUNTAIN HILLS COUNCIL CHAMBERS 16705 E. AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ Councilmembers of the Town of Fountain Hills will attend either in person or by telephone conference call; a quorum of the Town’s various Commission, Committee or Board members may be in attendance at the Council meeting. Notice is hereby given that pursuant to A.R.S. § 1-602.A.9, subject to certain specified statutory exceptions, parents have a right to consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the Town Council are audio and/or video recorded and, as a result, proceedings in which children are present may be subject to such recording. Parents, in order to exercise their rights may either file written consent with the Town Clerk to such recording, or take personal action to ensure that their child or children are not present when a recording may be made. If a child is present at the time a recording is made, the Town will assume that the rights afforded parents pursuant to A.R.S. § 1-602.A.9 have been waived. 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 and whether or not they reside in Fountain Hills (do not provide a home address) 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 Vice Mayor Henry Leger Councilmember Nick DePorter Councilmember Alan Magazine Councilmember Cassie Hansen Councilmember Cecil A. Yates z:\council packets\2016\r160818\160818a.docx Last Printed: 8/11/2016 4:45 PM Page 2 of 5 EXECUTIVE SESSION AGENDA  CALL TO ORDER – Mayor Linda M. Kavanagh 1. ROLL CALL AND VOTE TO GO INTO EXECUTIVE SESSION: Pursuant to: (1) A.R.S. § 38-431.03(A)(3), discussion or consultation for legal advice with the attorney or attorneys of the public body, and (2) A.R.S. § 38-431.03(A)(4), discussion or consultation with the attorneys of the public body in order to consider its position and instruct its attorneys regarding the public body’s position regarding contracts that are the subject of negotiations, in pending or contemplated litigation or in settlement discussions conducted in order to avoid or resolve litigation (specifically, the Copper Ridge Development Agreement). 2. ADJOURNMENT. REGULAR SESSION AGENDA  CALL TO ORDER AND PLEDGE OF ALLEGIANCE – Mayor Linda M. Kavanagh  INVOCATION – Dr. Bobby Brewer, North Chapel Community Church  ROLL CALL – Mayor Linda M. Kavanagh  MAYOR’S REPORT i) ROTATION OF THE VICE MAYOR position to Councilmember Nick DePorter, pursuant to Section 2-2-2 of the Fountain Hills Town Code, that each member of the Council, except the Mayor, shall serve an eight-month term as Vice Mayor and shall perform the duties of the Mayor during his absence or disability.  SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS i) Mayor Kavanagh may review RECENT EVENTS attended relating to Economic Development. ii) The Mayor will read a PROCLAMATION declaring August 21-27, 2016, National Employer Support of the Guard and Reserve week in the Town of Fountain Hills. CALL TO THE PUBLIC Pursuant to A.R.S. §38-431-01(H), public comment is permitted (not required) on matters not listed on the agenda. Any such comment (i) must be within the jurisdiction of the Council and (ii) is subject to reasonable time, place, and manner restrictions. The Council will not discuss or take legal action on matters raised during “Call to the Public” unless the matters are properly noticed for discussion and legal action. At the conclusion of the call to the public, individual Councilmembers may (i) respond to criticism, (ii) ask staff to review a matter or (iii) ask that the matter be placed on a future Council agenda. CONSENT AGENDA ITEMS All items listed on the Consent Agenda are considered to be routine, non-controversial matters and will be enacted by one motion and one roll call vote of the Council. All motions and subsequent approvals of consent items will include all recommended staff stipulations unless otherwise stated. There will be no separate discussion of these items unless a Councilmember or member of the public so requests. If a Councilmember or member of the public wishes to discuss an item on the consent agenda, he/she may request so prior to the motion to accept the Consent Agenda or with notification to the Town Manager or Mayor prior to the date of the meeting for which the item was scheduled. The items will be removed from the Consent Agenda and considered in its normal sequence on the Agenda. z:\council packets\2016\r160818\160818a.docx Last Printed: 8/11/2016 4:45 PM Page 3 of 5 1. CONSIDERATION of approving the TOWN COUNCIL MEETING MINUTES from June 14 and June 16, 2016. 2. CONSIDERATION of approving a COOPERATIVE PURCHASE AGREEMENT with Ace Asphalt, for various parking lot maintenance and striping, in an amount not to exceed $88,000.00, of which $10,000.00 is an owner’s contingency that shall be utilized at the Town’s sole discretion. 3. CONSIDERATION of approving the COOPERATIVE PURCHASING AGREEMENT (C2017-034) between the Town of Fountain Hills and Bel-Aire Mechanical, in an amount not to exceed $169,250 (includes four 1-year renewals), for HVAC maintenance and repairs. 4. CONSIDERATION of approving an AMENDMENT to the PROFESSIONAL SERVICES AGREEMENT with Brown & Associates, to increase the FY15/16 contract (CN 2016- 110.1) by $10,000 to cover actual cost of plan review and inspections through June 30, 2016. 5. CONSIDERATION of approving a SPECIAL EVENT LIQUOR LICENSE APPLICATION for the Fountain Hills Republican Club Picnic (submitted by Tait Elkie) to be held in the Fountain Hills Community Center Ballrooms 3 and 4, located at 13001 N. La Montana Drive, Fountain Hills, AZ, from 4:00 PM to 7:00 PM on Saturday, September 17, 2016. 6. CONSIDERATION of approving a SPECIAL EVENT LIQUOR LICENSE APPLICATION for the Fountain Hills Sister Cities Corporation Dinner (submitted by Jean Linzer) to be held in the Grand Ballroom of the Fountain Hills Community Center, located at 13001 N. La Montana Drive, Fountain Hills, AZ, from 5:00 PM to 8:00 PM on Saturday, October 8, 2016. 7. CONSIDERATION of approving a SPECIAL EVENT LIQUOR LICENSE APPLICATION for the Fountain Hills Community Theater (submitted by Val Stasik) for an entertainment event to be held in the Fountain Hills Community Center Ballrooms 1 and 2, 13001 N. La Montana Drive, Fountain Hills, AZ from 7:00 PM to 9:00 PM on Monday, September 12, 2016. 8. CONSIDERATION of approving a LIQUOR LICENSE APPLICATION submitted by Michael Glenn Schmidt, Owner of Schmizza, LLC DBA That Guy’s Pizza, located at 16948 E Shea Boulevard, #104, Fountain Hills, AZ. This is for a series 12 license (Restaurant). 9. CONSIDERATION of approving LANGUAGE that will appear on the plaque for the Franklin Delano Roosevelt statue that was recently approved. 10. CONSIDERATION of approving a BUDGET TRANSFER in the amount of $25,000, from the Administration Department (Town Manager – Professional Fees), to the Municipal Court (Court Operations – Salaries – Part Time), to cover budget overages for Fiscal Year 2015-16. 11. CONSIDERATION of approving a BUDGET TRANSFER in an amount not to exceed $5,000, from the Economic Development fund (DEDAD) to the Tourism Fund (TOURAD), and to transfer $1,700 from the Special Revenue Fund (for the Arizona Office of Tourism Grant) to the Tourism Fund to cover budget overages for Fiscal Year 2015-16. 12. CONSIDERATION of RESOLUTION 2016-19, adopting the Town of Fountain Hills Grant Administration Policy, dated August 18, 2016. z:\council packets\2016\r160818\160818a.docx Last Printed: 8/11/2016 4:45 PM Page 4 of 5 13. CONSIDERATION of approving RESOLUTION 2016-18, a modification to the Intergovernmental Agreement with the Arizona Department of Revenue relating to the administration of transaction privilege tax. 14. CONSIDERATION of approving RESOLUTION 2016-21, abandoning whatever right, title, or interest the Town has in the certain public utility and drainage easement located at the rear property line of Escondido Heights Condominiums (a re-plat of Plat 432 Bock 2, Lot 3)(15075 N. Escondido Drive), as recorded in Book 1271, Page 35, records of Maricopa County, Arizona. (EA 2016-02) 15. CONSIDERATION of approving RESOLUTION 2016-23, abandoning whatever right, title, or interest the Town has in the certain public utility and drainage easement located at the rear and a portion of the easterly side property line of Plat 213, Block 1, Lot 27, (15027 North Bristol Bay), as recorded in Book 155, Page 24, records of Maricopa County, Arizona. (EA 2016-04) REGULAR AGENDA 16. CONSIDERATION of the Park Place, Phase I CONCEPT PLAN to allow the development of two buildings with approximately 35,000 sq ft of Commercial/Retail space and 230 Residential apartments on 6 acres located at 16725 & 16845 E. Avenue of the Fountains. (Case #CP2016-02) 17. CONSIDERATION of a SPECIAL EVENT APPLICATION and FEE WAIVER for the Farm-to-Fork event presented by Fountain Events, Inc, to be held at the Fountain Hills Community Center and Centennial Circle on Sunday, October 23, 2016, from 11:00 AM – 6:00 PM. 18. CONSIDERATION of RESOLUTION 2016-20, declaring as a public record that certain document filed with the Town Clerk and entitled the “Town of Fountain Hills Business Regulations, Amended and Restated August 18, 2016.” 19. CONSIDERATION of ORDINANCE 16-01, adopting by reference the “Town of Fountain Hills Business Regulations, Amended and Restated August 18, 2016,” and amending the Fountain Hills Town Code, Chapter 8, Business Regulations. 20. PUBLIC HEARING to receive comments on ORDINANCE 16-07, a proposed amendment to Town of Fountain Hills Zoning Map. If adopted, the amendment would rezone approximately 2.07 acres at 11843 N. Desert Vista Drive, from the C-1 zoning district to the C-3 zoning district. If approved, the rezoning will allow the construction of an Automobile and RV storage facility. (Case #Z2016-06) 21. CONSIDERATION of ORDINANCE 16-07, a proposed amendment to Town of Fountain Hills Zoning Map. If adopted, the amendment would rezone approximately 2.07 acres at 11843 N. Desert Vista Drive, from the C-1 zoning district to the C-3 zoning district. If approved, the rezoning will allow the construction of an Automobile and RV storage facility. (Case #Z2016-06) z:\council packets\2016\r160818\160818a.docx Last Printed: 8/11/2016 4:45 PM Page 5 of 5 22. CONSIDERATION of RESOLUTION 2016-15, a DEVELOPMENT AGREEMENT between the Town of Fountain Hills and the Americana Development & Building Co., LLC to allow the development of “Copper Ridge”, a Senior Living Facility consisting of 132 Independent Living units, 60 Assisted Living units, 52 Memory Care units, approximately 42,000 sq ft of Commercial/Retail in two buildings, a 2 acre park, and associated amenities, located on a 12.24 acre commercial property on the north-east corner of Avenue of the Fountains and Westby Drive. (Case #DA2016-01) 23. CONSIDERATION of a CONCEPT PLAN for the Americana Development & Building Co., LLC to allow the development of “Copper Ridge”, a 12.24 acre commercial property on the north-east corner of Avenue of the Fountains and Westby Drive. (Case #CP2016-01) 24. COUNCIL DISCUSSION/DIRECTION to the Town Manager. Item(s) listed below are related only to the propriety of (i) placing such item(s) on a future agenda for action or (ii) directing staff to conduct further research and report back to the Council: i.) None. 25. SUMMARY OF COUNCIL REQUESTS and REPORT ON RECENT ACTIVITIES by the Mayor, Individual Councilmembers, and the Town Manager. 26. ADJOURNMENT. DATED this 11th day of August, 2016. 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. TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date: 8/18/2016 Meeting Type:Regular Session Agenda Type:Consent Submitting Department:Administration Staff Contact Information:Bevelyn J.Bender,Town Clerk;480-816-5115;bbender@fh.az.gov Council Goal: Strategic Values:Civic Responsibility C3 Solicit feedback indecision-making REQUEST TO COUNCIL (Agenda Language):CONSIDERATION of approving the TOWN COUNCIL MEETING MINUTES from June 14 and June 16,2016. Applicant:NA Applicant Contact Information: Property Location: Related Ordinance,Policy or Guiding Principle:A.R.S.§38-431.01 Staff Summary (background):The intent ofapproving previous meeting minutes is to ensure an accurate account of the discussion and action that took place at that meeting for archival purposes.Approved minutes are placed on the Town's website in compliance with state law. Risk Analysis (options or alternatives with implications): Fiscal Impact (initial and ongoing costs;budget status): Budget Reference (page number): Funding Source:NA If Multiple Funds utilized,list here: Budgeted;if No,attach Budget Adjustment Form:NA Recommendation(s)by Board(s)or Commission(s): Staff Recommendation(s):Approve List Attachment(s):None SUGGESTED MOTION (for Council use):Move to approve the consent agenda as listed Prepared by:Approved: Bevelyn Bender,Town Clerk 8/8/2016 Grady E.Miller,TpwrU/lanager 8/9/2016 Page 1 of 1 TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date:8/18/2016 Meeting Type:Regular Session Agenda Type:Consent Submitting Department:Public Works Staff Contact Information:Raymond Rees/480-816-5180/rrees@fh.az.gov Strategic Planning Goal:NotApplicable (NA)Operational Priority:NotApplicable (NA) REQUEST TO COUNCIL (Agenda Language):CONSIDERATION of approving a COOPERATIVE PURCHASE AGREEMENT with Ace Asphalt, for various parking lot maintenance and striping, in amount not to exceed $88,000 of which $10,000 is an owner's contingency,which shall be utilized at the Town's sole discretion. Applicant: Applicant Contact Information: Owner: Owner Contact Information: Property Location: Related Ordinance,Policy or Guiding Principle: Staff Summary (background);.In the 2015-16 budget the Town Council approved the expenditure for a reserve analysis of all town-owned facilities and assets.The Town chose Capital Asset Analysts to conduct the assessment.The Town was provided a comprehensive report by the above mentioned company outlining needed repairs and or replacement of assets over time.During the formal bid process staff worked with Ace Asphalt which is a qualified member of the Mohave Educational Service Cooperative.To become a member of this cooperative contractors must pre-qualify their services through a competitive bid process,which includes material and labor.Ace Asphalt submitted completed proposals for the Town Center Complex,Golden Eagle Park and the Kiwanis building for approximately $78,000 The parking lots at the Town Center Complex and Golden Eagle Park will be coated with a combination of modified slurry seal and SealMaster seal coat products.The Kiwanis parking lot will have a perimeter milling. The entire lot will then be covered with a tack coat and covered with an additional 1.5 inches of hot tar then rolled.All parking lots will have new striping and curb painting to match the existing configuration. Risk Analysis (options or alternatives with implications):Deferred or prolonged maintenance will make future repairs more costly Fiscal Impact (initial and ongoing costs;budget status):$88,000 Budget Reference (page number): Funding Source:NA If Multiple Funds utilized,list here: Page 1 of 2 Contract No. C2017-008 2691021.1 COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND ACE ASPHALT OF ARIZONA, INC. THIS COOPERATIVE PURCHASING AGREEMENT (this “Agreement”) is entered into as of August 18, 2016, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”), and Ace Asphalt of Arizona, Inc., an Arizona corporation (the “Contractor”). RECITALS A. After a competitive procurement process, Mohave Educational Services Cooperative, Inc. (“Mohave”) entered into Contract No. 14Y-ACE-0317, dated March 17, 2015, as amended by that Extension of Contract dated February 3, 2016, and that letter agreement dated September 9, 2015 (collectively, the “Mohave Contract”), for the Contractor to provide asphalt paving. A copy of the Mohave Contract is attached hereto as Exhibit A and incorporated herein by reference, to the extent not inconsistent with this Agreement. B. The Town is permitted, pursuant to Section 3-3-27 of the Town Code, to make purchases under the Mohave Contract, at its discretion and with the agreement of the awarded Contractor, and the Mohave Contract permits its cooperative use by other public entities, including the Town. C. The Town and the Contractor desire to enter into this Agreement for the purpose of (i) acknowledging their cooperative contractual relationship under the Mohave Contract and this Agreement, (ii) establishing the terms and conditions by which the Contractor may provide the Town with asphalt paving, as more particularly set forth in Section 2 below (the “Materials and Services”) and (iii) setting the maximum aggregate amount to be expended pursuant to this Agreement related to the Materials and Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Contractor hereby agree as follows: 1. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until March 16, 2017 (the “Initial Term”), unless terminated as otherwise provided in this Agreement or the Mohave Contract. After the expiration of the Initial Term, this Agreement may be renewed for one successive one-year term (a “Renewal Term”) if (i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal in the subsequent year, (ii) the term of the Mohave Contract has not expired or has been extended, (iii) at least 30 days prior to the end of the then- current term of this Agreement, the Contractor requests, in writing, to extend this Agreement for 2691021.1 2 an additional one-year term and (iv) the Town approves the additional one-year term in writing (including any price adjustments approved as part of the Mohave Contract), as evidenced by the Town Manager’s signature thereon, which approval may be withheld by the Town for any reason. The Contractor’s failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of the then-current term of this Agreement; provided, however, that the Town may, at its discretion and with the agreement of the Contractor, elect to waive this requirement and renew this Agreement. The Initial Term and any Renewal Term are collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect. 2. Scope of Work. Contractor shall provide to the Town the Materials and Services under the terms and conditions of the Mohave Contract and as more particularly set forth in the Proposals attached hereto as Exhibit B and incorporated herein by reference. 3. Inspection; Acceptance. All Materials and Services are subject to final inspection and acceptance by the Town. Materials failing to conform to the requirements of this Agreement and/or the Mohave Contract will be held at Contractor’s risk. Upon discovery of non- conforming Materials or Services, the Town may elect to do any or all of the following by written notice to the Contractor: (i) waive the non-conformance; (ii) stop the work immediately; or (iii) bring Materials or Service into compliance and withhold the cost of same from any payments due to the Contractor. 4. Compensation. The Town shall pay Contractor an aggregate amount not to exceed $88,000.00, of which $10,000.00 is an owner’s contingency which shall be utilized at the Town’s sole discretion, for the Materials and Services at the unit rates set forth in the Mohave Contract and as more particularly set forth in the Proposals. 5. Payments. The Town shall pay the Contractor monthly, based upon acceptance and delivery of Materials and/or Services performed and completed to date, and upon submission and approval of invoices. Each invoice shall (i) contain a reference to this Agreement and the Mohave Contract and (ii) document and itemize all work completed to date. The invoice statement shall include a record of materials delivered, time expended and work performed in sufficient detail to justify payment. Additionally, invoices submitted without referencing this Agreement and the Mohave Contract will be subject to rejection and may be returned. 6. Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under Section 7 below, Contractor’s and its subcontractors’ books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit (i) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (ii) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in Section 7 below. To the extent necessary for the 2691021.1 3 Town to audit Records as set forth in this Section, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this Section. The Town shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 7. E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41- 4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractors’ failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 8. Conflict of Interest. This Agreement may be canceled by the Town pursuant to ARIZ. REV. STAT. § 38-511. 9. Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 10. Agreement Subject to Appropriation. The Town is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the Town’s then current fiscal year. The Town’s obligations under this Agreement are current expenses subject to the “budget law” and the unfettered legislative discretion of the Town concerning budgeted purposes and appropriation of funds. Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then-current fiscal year term for which such funds were appropriated and budgeted for such purpose and the Town shall be relieved of any subsequent obligation under this Agreement. The parties agree that the Town has no obligation or duty of good faith to budget or appropriate the payment of the Town’s obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The Town shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The Town shall keep Contractor informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town. Contractor hereby waives any and all rights to bring any claim against the Town from or relating in any way to the Town's termination of this Agreement pursuant to this section. 11. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, the Proposals, the Mohave Contract and invoices, the 2691021.1 4 documents shall govern in the order listed herein. Notwithstanding the foregoing, and in conformity with Section 2 above, unauthorized exceptions, conditions, limitations or provisions in conflict with the terms of this Agreement or the Mohave Contract (collectively, the “Unauthorized Conditions”), other than the Town’s project-specific requirements, are expressly declared void and shall be of no force and effect. Acceptance by the Town of any work order or invoice containing any such Unauthorized Conditions or failure to demand full compliance with the terms and conditions set forth in this Agreement or under the Mohave Contract shall not alter such terms and conditions or relieve Contractor from, nor be construed or deemed a waiver of, its requirements and obligations in the performance of this Agreement. 12. Rights and Privileges. To the extent provided under the Mohave Contract, the Town shall be afforded all of the rights and privileges afforded to Mohave and shall be “Mohave” (as defined in the Mohave Contract) for the purposes of the portions of the Mohave Contract that are incorporated herein by reference. 13. Indemnification; Insurance. In addition to and in no way limiting the provisions set forth in Section 12 above, the Town shall be afforded all of the insurance coverage and indemnifications afforded to Mohave to the extent provided under the Mohave Contract, and such insurance coverage and indemnifications shall inure and apply with equal effect to the Town under this Agreement including, but not limited to, the Contractor’s obligation to provide the indemnification and insurance. In any event, the Contractor shall indemnify, defend and hold harmless the Town and each council member, officer, employee or agent thereof (the Town and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or omissions, in connection with the work or services of the Contractor, its officers, employees, agents, or any tier of subcontractor in the performance of this Agreement. 14. Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (iii) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: GUST ROSENFELD P.L.C. One East Washington Street, Suite 1600 Phoenix, Arizona 85004-2553 Attn: Andrew J. McGuire 2691021.1 5 If to Contractor: Ace Asphalt of Arizona, Inc. 3030 South 7th Street Phoenix, Arizona 85040-1163 Attn: Ron Erickson or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (i) when delivered to the party, (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (iii) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. [SIGNATURES ON FOLLOWING PAGES] 2691021.1 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation Grady E. Miller, Town Manager ATTEST: Bevelyn J. Bender, Town Clerk (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On ___________________, 2016, before me personally appeared Grady E. Miller, the Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the above document, on behalf of the Town of Fountain Hills. Notary Public (Affix notary seal here) [SIGNATURES CONTINUE ON FOLLOWING PAGE] "Contractor" ACE ASPHALT anArizona cprpor; >NA,INC., Name:fii^i^lKJ VJSQST Title:&Q. (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On \l-\*y\\jt S.£EOSs£the ,2016,before me personally appeared K/Vf AvJl V^i P *=f~J>of ACE ASPHALT OF ARIZONA, INC., an Arizona corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he/she claims to be, and acknowledged that he/she signed the above document on behalf of the corporation. ANAMARIE RAMIREZ MORENO NOTARY PUBLIC STATE OF ARIZONA MARICOPA COUNTY MY COMMISSION EXPIRES JANUARY 01.2020 (AfflX notary seal'here)" 2691021.1 Notary Public 2691021.1 EXHIBIT A TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND ACE ASPHALT OF ARIZONA, INC. [Mohave Contract] See following pages. 2691021.1 EXHIBIT B TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND ACE ASPHALT OF ARIZONA, INC. [Proposals] See following pages. TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date:8/18/2015 Meeting Type:Regular Session Agenda Type:Consent Submitting Department:Public Works Staff Contact Information:Raymond Rees/480-816-5180/rrees@fh.az.gov Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language):CONSIDERATION of APPROVING the CPA (#2017-034)with Bel-Aire Mechanical in the amount not to exceed $169,250 (includes four one-year optional renewals),for HVAC maintenance and repairs. Applicant: Applicant Contact Information: Owner: Owner Contact Information: Property Location: Related Ordinance,Policy or Guiding Principle: Staff Summary (background):The Town currently contracts the periodic maintenance and repairs for the HVAC system at the Town Center Complex.For the past three years the Town has contracted with Bel-Aire Mechanical for these services.The current contract has expired.The Town is requesting the approval of a new contract (#2017-034)with Bel-Aire Mechanical for one year with four one-year optional extensions.The contract is for periodic maintenance and repairs of the HVAC system for the Town Center Complex.The amount requested in the CPA is consistent with the historical data for maintenance and repairs in prior years. Risk Analysis (options or alternatives with implications):Inability to perform needed maintenance and repairs to HVAC units when required. Fiscal Impact (initial and ongoing costs;budget status):$169,250 aggregate/$33,850 annually Budget Reference (page number):p 186 Funding Source:General Fund If Multiple Funds utilized,list here: Budgeted;if No,attach Budget Adjustment Form:NA Recommendation(s)by Board(s)or Commission(s): Staff Recommendation(s):Approve List Attachment(s):Cooperative Purchase Agreement contract #2017-034 Page 1 of 2 Contract No. 2017-034 2739527.1 COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND BEL-AIRE MECHANICAL, INC. THIS COOPERATIVE PURCHASING AGREEMENT (this “Agreement”) is entered into as of August 18, 2016, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”), and Bel-Aire Mechanical, Inc., an Arizona corporation (the “Contractor”). RECITALS A. After a competitive procurement process, Maricopa County, Arizona (the “County”) entered into Serial Contract No. 15049-S dated November 1, 2015, as amended on January 22, 2016, and May 9, 2016 (collectively, the “County Contract”), for the Contractor to provide heating, ventilation and air conditioning installation, service and repair. A copy of the County Contract is attached hereto as Exhibit A and incorporated herein by reference, to the extent not inconsistent with this Agreement. B. The Town is permitted, pursuant to Section 3-3-27 of the Town Code, to make purchases under the County Contract, at its discretion and with the agreement of the awarded Contractor, and the County Contract permits its cooperative use by other public entities, including the Town. C. The Town and the Contractor desire to enter into this Agreement for the purpose of (i) acknowledging their cooperative contractual relationship under the County Contract and this Agreement, (ii) establishing the terms and conditions by which the Contractor may provide the Town with heating, ventilation and air conditioning installation, service and repair, as more particularly set forth in Section 2 below on an “as-required” basis (the “Materials and Services”) and (iii) setting the maximum aggregate amount to be expended pursuant to this Agreement related to the Materials and Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Contractor hereby agree as follows: 1. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until October 31, 2017 (the “Initial Term”), unless terminated as otherwise provided in this Agreement or the County Contract. After the expiration of the Initial Term, this Agreement may be renewed for up to four successive one-year terms (each, a “Renewal Term”) if (i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal in each subsequent year, (ii) the term of the County Contract has not expired or has been extended, (iii) at least 30 days prior to the end of the 2739527.1 2 then-current term of this Agreement, the Contractor requests, in writing, to extend this Agreement for an additional one-year term and (iv) the Town approves the additional one-year term in writing (including any price adjustments approved as part of the County Contract), as evidenced by the Town Manager’s signature thereon, which approval may be withheld by the Town for any reason. The Contractor’s failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of the then-current term of this Agreement; provided, however, that the Town may, at its discretion and with the agreement of the Contractor, elect to waive this requirement and renew this Agreement. The Initial Term and any Renewal Term(s) are collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect. 2. Scope of Work. This is an indefinite quantity and indefinite delivery Agreement for Materials and Services under the terms and conditions of the County Contract. The Town does not guarantee any minimum or maximum number of purchases will be made pursuant to this Agreement. Purchases will only be made when the Town identifies a need and proper authorization and documentation have been approved. For purchase(s) determined by the Town to be appropriate for this Agreement, the Contractor shall provide the Materials and Services to the Town in such quantities and configurations agreed upon between the parties, in a written invoice, quote, work order or other form of written agreement describing the work to be completed (each, a “Work Order”). Each Work Order approved and accepted by the parties pursuant to this Agreement shall (i) contain a reference to this Agreement and the County Contract and (ii) be attached hereto as Exhibit B and incorporated herein by reference. Work Orders submitted without referencing this Agreement and the County Contract will be subject to rejection. 2.1 Inspection; Acceptance. All Materials and Services are subject to final inspection and acceptance by the Town. Materials failing to conform to the requirements of this Agreement and/or the County Contract will be held at Contractor’s risk and may be returned to the Contractor. If so returned, all costs are the responsibility of the Contractor. Upon discovery of non-conforming Materials or Services, the Town may elect to do any or all of the following by written notice to the Contractor: (i) waive the non-conformance; (ii) stop the work immediately; or (iii) bring Materials or Service into compliance and withhold the cost of same from any payments due to the Contractor. 2.2 Cancellation. The Town reserves the right to cancel Work Orders within a reasonable period of time after issuance. Should a Work Order be canceled, the Town agrees to reimburse the Contractor, but only for actual and documentable costs incurred by the Contractor due to and after issuance of the Work Order. The Town will not reimburse the Contractor for any costs incurred after receipt of Town notice of cancellation, or for lost profits, shipment of product prior to issuance of Work Order or for anything not expressly permitted pursuant to this Agreement. 3. Compensation. The Town shall pay Contractor for the Initial Term and for each subsequent Renewal Term, if any, an annual aggregate amount not to exceed $33,850.00 for the Materials and Services at the unit rates set forth in the County Contract. The maximum aggregate amount for this Agreement, including all Renewal Terms, shall not exceed $169,250.00. 2739527.1 3 4. Payments. The Town shall pay the Contractor monthly, based upon acceptance and delivery of Materials and/or Services performed and completed to date, and upon submission and approval of invoices. Each invoice shall (i) contain a reference to this Agreement and the County Contract and (ii) document and itemize all work completed to date. The invoice statement shall include a record of materials delivered, time expended and work performed in sufficient detail to justify payment. Additionally, invoices submitted without referencing this Agreement and the County Contract will be subject to rejection and may be returned. 5. Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under Section 6 below, Contractor’s and its subcontractors’ books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit (i) evaluation and verification of any invoices, payments or claims based on Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead allocations) incurred, or units expended directly in the performance of work under this Agreement and (ii) evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in Section 6 below. To the extent necessary for the Town to audit Records as set forth in this Section, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this Section. The Town shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 6. E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41- 4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractors’ failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 7. Israel. Contractor certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in, a boycott of Israel, as that term is defined in Ariz. Rev. Stat. § 35-393. 8. Conflict of Interest. This Agreement may be canceled by the Town pursuant to ARIZ. REV. STAT. § 38-511. 2739527.1 4 9. Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 10. Agreement Subject to Appropriation. The Town is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the Town’s then current fiscal year. The Town’s obligations under this Agreement are current expenses subject to the “budget law” and the unfettered legislative discretion of the Town concerning budgeted purposes and appropriation of funds. Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then-current fiscal year term for which such funds were appropriated and budgeted for such purpose and the Town shall be relieved of any subsequent obligation under this Agreement. The parties agree that the Town has no obligation or duty of good faith to budget or appropriate the payment of the Town’s obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The Town shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The Town shall keep Contractor informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town. Contractor hereby waives any and all rights to bring any claim against the Town from or relating in any way to the Town's termination of this Agreement pursuant to this section. 11. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, any Town-approved work orders, the County Contract and invoices, the documents shall govern in the order listed herein. Notwithstanding the foregoing, and in conformity with Section 2 above, unauthorized exceptions, conditions, limitations or provisions in conflict with the terms of this Agreement or the County Contract (collectively, the “Unauthorized Conditions”), other than the Town’s project-specific requirements, are expressly declared void and shall be of no force and effect. Acceptance by the Town of any work order or invoice containing any such Unauthorized Conditions or failure to demand full compliance with the terms and conditions set forth in this Agreement or under the County Contract shall not alter such terms and conditions or relieve Contractor from, nor be construed or deemed a waiver of, its requirements and obligations in the performance of this Agreement. 12. Rights and Privileges. To the extent provided under the County Contract, the Town shall be afforded all of the rights and privileges afforded to the County and shall be the “County” (as defined in the County Contract) for the purposes of the portions of the County Contract that are incorporated herein by reference. 13. Indemnification; Insurance. In addition to and in no way limiting the provisions set forth in Section 12 above, the Town shall be afforded all of the insurance coverage and indemnifications afforded to the County to the extent provided under the County Contract, and such insurance coverage and indemnifications shall inure and apply with equal effect to the Town under this Agreement including, but not limited to, the Contractor’s obligation to provide the indemnification and insurance. In any event, the Contractor shall indemnify, defend and hold harmless the Town and each council member, officer, employee or agent thereof (the Town and 2739527.1 5 any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or omissions, in connection with the work or services of the Contractor, its officers, employees, agents, or any tier of subcontractor in the performance of this Agreement. 14. Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (iii) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: GUST ROSENFELD P.L.C. One East Washington Street, Suite 1600 Phoenix, Arizona 85004-2553 Attn: Andrew J. McGuire If to Contractor: Bel-Aire Mechanical, Inc. 4201 North 47th Avenue Phoenix, Arizona 85031 Attn: Brandon Sonju or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received (i) when delivered to the party, (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (iii) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. [SIGNATURES ON FOLLOWING PAGES] 2739527.1 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation Grady E. Miller, Town Manager ATTEST: Bevelyn J. Bender, Town Clerk (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On ___________________, 2016, before me personally appeared Grady E. Miller, the Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the above document, on behalf of the Town of Fountain Hills. Notary Public (Affix notary seal here) [SIGNATURES CONTINUE ON FOLLOWING PAGE] Contractor" BEL-AIRE MECHANICAL,INC., an Arizona corporation Name:{4ive.V\0\<VS «}.oa^eW\ Title:nnc*-rre<,vc^.e.wt STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) (ACKNOWLEDGMENT) ff!)L 2 On G3oor\e.«v\ 3\Ay S>\'^,2016,before me personally appeared t^^vsoWs the Njlcc ^r^Aexre of BEL-AIRE MECHANICAL, INC., an Arizona corporation,whose identity was proven to me on the basis of satisfactory evidence to be the person who he/she claims to be, and acknowledged that he/she signed the above document on behalf of the corporation. (Affii 2739527.1 JUDITH BABCOCK Notary PubRc -State erf Arizona MARICOPA COUNTY My Commission Expires rrnlhrmr*4'2019 /Notary Public 2739527.1 EXHIBIT A TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND BEL-AIRE MECHANICAL, INC. [County Contract] See following pages. SERIAL 15049 S HVAC SERVICE AND REPAIR DATE OF LAST REVISION:May 9, 2016 CONTRACT END DATE: October 31, 2017 CONTRACT PERIOD THROUGH OCTOBER 31, 2017 TO:All Departments FROM:Office of Procurement Services SUBJECT:Contract for HVAC SERVICE AND REPAIR Attached to this letter is published an effective purchasing contract for products and/or services to be supplied to Maricopa County activities as awarded by Maricopa County on October 21,2015 (Eff.November 1, 2015). All purchases of products and/or services listed on the attached pages of this letter are to be obtained from the vendor holding the contract. Individuals are responsible to the vendor for purchases made outside of contracts. The contract period is indicated above. LA/at Attach Copy to:Office of Procurement Services Don Jeffery, Facilities Management Cynthia Robinson, Department of Transportation (Please remove Serial 08136-S from your contract notebooks) SERIAL 15049-S ANDREW’S REFRIGERATION, 5617 E. HILLARY DRIVE, SCOTTSDALE, AZ 85254 COMPANY NAME: Andrew's Refrigeration Inc. DOING BUSINESS AS (DBA) NAME: MAILING ADDRESS: 5617 E Hillery Dr. Scottsdale AZ 85254 REMIT TO ADDRESS: same TELEPHONE NUMBER: 602-992-9560 FACSIMILE NUMBER: 602-992-9570 WEB SITE: weareiceonline.com REPRESENTATIVE NAME: Jayson Wagner REPRESENTATIVE TELEPHONE NUMBER: 602-725-0738 REPRESENTATIVE E-MAIL: jayson@weareiceonline.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: FUEL COMPRISES (if section for fuel price adjustment is located in the solicitation document) 0% OF TOTAL BID AMOUNT 1% 10 DAYS NET 30 DAYS NET 30 DAYS Eff. 01/22/16 1ST CALL Labor Rates: Commercial / Industrial Item Qty Unit Price Total Notes Regular Business Hours 1 hour $62.00 $62.00 After Business Hours 1 hour $93.00 $93.00 Weekends 1 hour $93.00 $93.00 Holidays 1 hour $93.00 $93.00 1ST CALL Labor Rates: Residential Regular Business Hours 1 hour $62.00 $62.00 Please see all additional required documents uploaded under this section as it is the only space provided . Thank you After Business Hours 1 hour $93.00 $93.00 Weekends 1 hour $93.00 $93.00 Holidays 1 hour $93.00 $93.00 Additional Pricing: Parts Materials and Components - Cost Plus Percentage 1 each 25% 25% Any Services Outside the Scope of Work 1 hour $62.00 $62.00 Training 1 hour $62.00 $62.00 SERIAL 15049-S ANDREW’S REFRIGERATION, 5617 E. HILLARY DRIVE, SCOTTSDALE, AZ 85254 PRICING SHEET: NIGP CODE 03113 91017 91036 94155 99247 Terms: 1% 10 DAYS NET 30 DAYS NET 30 DAYS Eff. 01/22/16 Vendor Number: 2011000646 0 Certificates of Insurance Required Contract Period: To cover the period ending October 31, 2017. SERIAL 15049-S BEL-AIRE MECHANICAL, INC., 4201 NORTH 47TH AVE., PHOENIX AZ 85031 COMPANY NAME: Bel-Aire Mechanical, Inc. DOING BUSINESS AS (DBA) NAME: MAILING ADDRESS: 4201 North 47th Avenue, Phoenix, AZ 85031 REMIT TO ADDRESS: 4201 North 47th Avenue, Phoenix, AZ 85031 TELEPHONE NUMBER: 623-846-8600 FACSIMILE NUMBER: 623-846-8700 WEB SITE: www.belairemechanical.com REPRESENTATIVE NAME: Howard Clifford REPRESENTATIVE TELEPHONE NUMBER: 623-846-8612 REPRESENTATIVE E-MAIL: hclifford@belairemechanical.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: FUEL COMPRISES (if section for fuel price adjustment is located in the solicitation document) n/a% OF TOTAL BID AMOUNT NET 30 DAYS 5TH CALL Labor Rates: Commercial / Industrial Item Qty Unit Price Total Notes Regular Business Hours 1 hour $82.00 $82.00 After Business Hours 1 hour $115.00 $115.00 Weekends 1 hour $150.00 $150.00 Holidays 1 hour $150.00 $150.00 6TH CALL Labor Rates: Residential Regular Business Hours 1 hour $82.00 $82.00 Attached doc Attachment B and also References and certifications of Servicemen. After Business Hours 1 hour $115.00 $115.00 Weekends 1 hour $150.00 $150.00 Holidays 1 hour $150.00 $150.00 Additional Pricing: Parts Materials and Components - Cost Plus Percentage 1 each 19% 19% Any Services Outside the Scope of Work 1 hour $65.00 $65.00 Training 1 hour $65.00 $65.00 SERIAL 15049-S BEL-AIRE MECHANICAL, INC., 4201 NORTH 47TH AVE., PHOENIX AZ 85031 PRICING SHEET: NIGP CODE 03113 91017 91036 94155 99247 Terms: NET 30 DAYS Vendor Number: W000001391 X Certificates of Insurance Required Contract Period: To cover the period ending October 31, 2017. SERIAL 15049-S DELTA BAP, 16614 N. 40TH DRIVE, PHOENIX, AZ 85053 COMPANY NAME: delta bap DOING BUSINESS AS (DBA) NAME: delta bap MAILING ADDRESS: 16614 n 40th dr., phoenix, az 85053 REMIT TO ADDRESS: 16614 n 40th dr., phoenix, az 85053 TELEPHONE NUMBER: 6027956014 FACSIMILE NUMBER: 6027956188 WEB SITE: www.deltabap.com REPRESENTATIVE NAME: Ivo Draginov REPRESENTATIVE TELEPHONE NUMBER: 6026220397 REPRESENTATIVE E-MAIL: ivo@deltabap.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: FUEL COMPRISES (if section for fuel price adjustment is located in the solicitation document) 0% OF TOTAL BID AMOUNT NET 30 DAYS 4TH CALL Labor Rates: Residential Regular Business Hours 1 hour $69.00 $69.00 After Business Hours 1 hour $89.00 $89.00 Weekends 1 hour $105.00 $105.00 Holidays 1 hour $105.00 $105.00 Additional Pricing: Item Qty Unit Price Total Parts Materials and Components - Cost Plus Percentage 1 each 10% 10% Any Services Outside the Scope of Work 1 hour $74.00 $74.00 Training 1 hour $74.00 $74.00 PRICING SHEET: NIGP CODE 03113 91017 91036 94155 99247 Terms: NET 30 DAYS Vendor Number: W000009342 X Certificates of Insurance Required Contract Period: To cover the period ending October 31, 2017. SERIAL 15049-S JOHNSON CONTROLS, INC., 2032 W. 4TH STREET, TEMPE AZ 85281 COMPANY NAME: Johnson Controls, Inc. DOING BUSINESS AS (DBA) NAME: Same MAILING ADDRESS: 2032 West 4th Street, Tempe, AZ 85281 REMIT TO ADDRESS: Johnson Controls, Inc., P O Box 730068, Dallas, TX 75373 TELEPHONE NUMBER: 480-517-3543 FACSIMILE NUMBER: 480-967-5213 WEB SITE: www.jci.com REPRESENTATIVE NAME: Gary H. Whetstone REPRESENTATIVE TELEPHONE NUMBER: 602-550-1279 REPRESENTATIVE E-MAIL: Gary.H.Whetstone@jci.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: NET 30 DAYS 6TH CALL Labor Rates: Commercial / Industrial Item Qty Unit Price Total Notes Regular Business Hours 1 hour $105.00 $105.00 Industrial HVAC work After Business Hours 1 hour $157.50 $157.50 Industrial HVAC Work Weekends 1 hour $210.00 $210.00 Industrial HVAC Work Holidays 1 hour $210.00 $210.00 Industrial HVAC Work 7TH CALL Labor Rates: Residential Regular Business Hours 1 hour $90.00 $90.00 Light Commercial HVAC work After Business Hours 1 hour $135.00 $135.00 Light Commercial HVAC work Weekends 1 hour $180.00 $180.00 Light Commercial HVAC work Holidays 1 hour $180.00 $180.00 Light Commercial HVAC work Additional Pricing: Parts Materials and Components - Cost Plus Percentage 1 each 25% 25% Any Services Outside the Scope of Work 1 hour $90.00 $90.00 Pricing shown is for Light Commercial HVAC work on Regular working hours. Industrial HVAC work on regular working hours is $105.00/ hour SERIAL 15049-S JOHNSON CONTROLS, INC., 2032 W. 4TH STREET, TEMPE AZ 85281 Training 1 hour $90.00 $90.00 Pricing shown is for light Commercial HVAC training. For Industrial HVAC training this rate would be $90.00/ hour on regular working hours PRICING SHEET: NIGP CODE 03113 91017 91036 94155 99247 Terms: NET 30 DAYS Vendor Number: 2011001105 0 Certificates of Insurance Required Contract Period: To cover the period ending October 31, 2017. SERIAL 15049-S SUN MECHANICAL CONTRACTING, 3951 E. COLUMBIA STREET, TUCSON AZ 85714 COMPANY NAME: Sun Mechanical Contracting DOING BUSINESS AS (DBA) NAME: Sun Mechanical Contracting MAILING ADDRESS: 3951 E. Columbia Street, Tucson, AZ 85714 REMIT TO ADDRESS: 3951 E. Columbia Street, Tucson, AZ 85714 TELEPHONE NUMBER: (520) 790-3100 FACSIMILE NUMBER: (520) 790-5513 WEB SITE: www.sunmechanical.net REPRESENTATIVE NAME: David McLain REPRESENTATIVE TELEPHONE NUMBER: (480) 694-8764 REPRESENTATIVE E-MAIL: dmclain@sunmechanical.net YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: 0% WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: FUEL COMPRISES (if section for fuel price adjustment is located in the solicitation document) 0% OF TOTAL BID AMOUNT 2% 10 DAYS NET 30 DAYS 4TH CALL Labor Rates: Commercial / Industrial Item Qty Unit Price Total Regular Business Hours 1 hour $82.00 $82.00 After Business Hours 1 hour $117.00 $117.00 Weekends 1 hour $117.00 $117.00 Holidays 1 hour $117.00 $117.00 2ND CALL Labor Rates: Residential Regular Business Hours 1 hour $70.00 $70.00 After Business Hours 1 hour $90.00 $90.00 Weekends 1 hour $90.00 $90.00 Holidays 1 hour $90.00 $90.00 Additional Pricing: Parts Materials and Components - Cost Plus Percentage 1 each 30% 30% Any Services Outside the Scope of Work 1 hour $82.00 $82.00 Training 1 hour $82.00 $82.00 SERIAL 15049-S SUN MECHANICAL CONTRACTING, 3951 E. COLUMBIA STREET, TUCSON AZ 85714 PRICING SHEET: NIGP CODE 03113 91017 91036 94155 99247 Terms: 2% 10 DAYS NET 30 DAYS Vendor Number: 2011006467 0 Certificates of Insurance Required Contract Period: To cover the period ending October 31, 2017. SERIAL 15049-S TRANE U.S. INC., 850 W. SOUTHERN AVE., TEMPE, AZ 85282 COMPANY NAME: Trane U.S. Inc. DOING BUSINESS AS (DBA) NAME: Trane MAILING ADDRESS: 850 W. Southern Ave., Tempe, AZ 85282 REMIT TO ADDRESS: Trane P.O. Box 98167, Chicago, IL 60693 TELEPHONE NUMBER: (602) 258-9600 FACSIMILE NUMBER: (602) 253-3801 WEB SITE: www.trane.com REPRESENTATIVE NAME: Jamie C. Batsell REPRESENTATIVE TELEPHONE NUMBER: (602) 502-2439 REPRESENTATIVE E-MAIL: jbatsell@trane.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: FUEL COMPRISES (if section for fuel price adjustment is located in the solicitation document) 0% OF TOTAL BID AMOUNT 1% 10 DAYS NET 30 DAYS 3RD CALL Labor Rates: Commercial / Industrial Item Qty Unit Price Total Regular Business Hours 1 hour $75.00 $75.00 After Business Hours 1 hour $112.50 $112.50 Weekends 1 hour $112.50 $112.50 Holidays 1 hour $150.00 $150.00 5TH CALL Labor Rates: Residential Regular Business Hours 1 hour $75.00 $75.00 After Business Hours 1 hour $112.50 $112.50 Weekends 1 hour $112.50 $112.50 Holidays 1 hour $150.00 $150.00 Additional Pricing: Parts Materials and Components - Cost Plus Percentage 1 each 29% 29% Any Services Outside the Scope of Work 1 hour $99.00 $99.00 Training 1 hour $99.00 $99.00 SERIAL 15049-S TRANE U.S. INC., 850 W. SOUTHERN AVE., TEMPE, AZ 85282 PRICING SHEET: NIGP CODE 03113 91017 91036 94155 99247 Terms: 1% 10 DAYS NET 30 DAYS Vendor Number: 2011001488 0 Certificates of Insurance Required Contract Period: To cover the period ending October 31, 2017. SERIAL 15049-S UNITED TECHNOLOGIES, 18704 E. CHANDLER HEIGHTS ROAD, QUEEN CREEK, AZ 85142 COMPANY NAME: United Technologies DOING BUSINESS AS (DBA) NAME: United Technologies MAILING ADDRESS: 18704 E. Chandler Heights Road, Queen Creek, AZ 85142 REMIT TO ADDRESS: 18704 E. Chandler Heights Road, Queen Creek, AZ 85142 TELEPHONE NUMBER: 480-888-0264 FACSIMILE NUMBER: 480-987-2680 WEB SITE: www.unitedmechanical.com REPRESENTATIVE NAME: Jose Granado REPRESENTATIVE TELEPHONE NUMBER: 480-888-0264 ext 102 REPRESENTATIVE E-MAIL: jose@uni-tech.com YES NO REBATE WILL ALLOW OTHER GOVERNMENTAL ENTITIES TO PURCHASE FROM THIS CONTRACT: WILL ACCEPT PROCUREMENT CARD FOR PAYMENT: FUEL COMPRISES (if section for fuel price adjustment is located in the solicitation document) N/A% OF TOTAL BID AMOUNT NET 30 DAYS 2ND CALL Labor Rates: Commercial / Industrial Item Qty Unit Price Total Regular Business Hours 1 hour $69.00 $69.00 After Business Hours 1 hour $99.00 $99.00 Weekends 1 hour $99.00 $99.00 Holidays 1 hour $99.00 $99.00 3RD CALL Labor Rates: Residential Regular Business Hours 1 hour $69.00 $69.00 After Business Hours 1 hour $99.00 $99.00 Weekends 1 hour $99.00 $99.00 Holidays 1 hour $99.00 $99.00 Additional Pricing: Parts Materials and Components - Cost Plus Percentage 1 each 20% 20% Any Services Outside the Scope of Work 1 hour $99.00 $99.00 Training 1 hour $99.00 $99.00 SERIAL 15049-S UNITED TECHNOLOGIES, 18704 E. CHANDLER HEIGHTS ROAD, QUEEN CREEK, AZ 85142 PRICING SHEET: NIGP CODE 03113 91017 91036 94155 99247 Terms: NET 30 DAYS Vendor Number: 2011006472 0 Certificates of Insurance Required Contract Period: To cover the period ending October 31, 2017. SERIAL 15049-S HVAC SERVICE AND REPAIR 1.0 INTENT: 1.1 The intent of this Solicitation is to provide a source for Repair, Maintenance, Installation, and Retrofit for Heating, Ventilation, and Air Conditioning (HVAC) and Evaporative Cooling Equipment, for the Facilities Management Department (FMD) throughout Maricopa County. Major retrofits and projects will be requested through the use of quotes from all Contractors awarded to this contract, at the time of the project. 1.2 Each bidder shall be ranked as First Call, Second Call, and Third Call, so on and so forth. The Contractor of record having the lowest labor rate bid for normal business hours shall be called first by the requesting department for time and materials service work. If the contractor is unable to respond in the time parameters, the requesting agency shall proceed to the next lowest bidder. 1.3 Other governmental entities under agreement with the County may have access to services provided hereunder (see also Sections 3.9 and 3.10, below). 1.4 The County reserves the right to add additional contractors, at the County’s sole discretion, in cases where the currently listed contractors are of an insufficient number or skill-set to satisfy the County’s needs or to ensure adequate competition on any project or task order work. 2.0 SPECIFICATIONS: 2.1 The work shall consist of repairs, maintenance, retrofitting (replacement of like-for -like with the exception of technology or inadequate performance of the unit), for the following HVAC groups, but not limited to: 2.2 Group 1: Residential, 1.5 ton through 20 ton units: 2.2.1 Package air conditioning units 2.2.2 Air conditioning compressors: 2.2.2.1 Hermetic 2.2.2.2 SEMI Hermetic 2.2.2.3 Open Drive Reciprocating 2.2.3 HVAC/split systems/remote condensing units 2.2.4 Evaporative Cooler 2.3 Group 2: Commercial/Industrial, 1.5 ton through 250 ton: 2.3.1 Package Air Conditioning Units 2.3.2 Air Washers 2.3.3 Fan Coils & Air Handlers 2.3.4 Gas Fired Heating Systems 2.3.5 Chilled Water Systems 2.3.6 Condenser/chilled water pumps: 2.3.6.1 Centrifugal SERIAL 15049-S 2.3.6.2 Submersible 2.3.6.3 Vertical 2.3.6.4 Turbine 2.3.7 Cooling towers: 2.3.7.1 Drift Eliminators 2.3.7.2 Spray Nozzles 2.3.7.3 Float Mechanisms 2.3.7.4 Drive Motors, Shafts, and Bearings 2.3.7.5 Fan and Fan Assemblies 2.3.8 Variable Air Volume (VAV) units 2.3.9 Associated support components: 2.3.9.1 Distribution Piping/Plumbing Including Component Parts 2.3.10 Electrical Components and Devices: 2.3.10.1 Contactors 2.3.10.2 Stand Alone Thermostats 2.3.10.3 Magnetic Starters 2.3.10.4 Transmitters 2.3.11 Duct: 2.3.11.1 Fabrication, Design And Installation 2.3.11.2 Repair 2.3.11.3 Distribution diffusers 2.3.12 Pneumatic Controls: 2.3.12.1 Repair, Replace, Calibrations 2.3.12.2 Repairs to the Pneumatic System 2.3.13 Air/Dirt Separator Units 2.3.14 Solar Thermal Systems 2.3.14.1 Solar Panel Array 2.3.14.2 Pumps 2.3.14.3 Piping/plumbing including component parts 2.3.14.4 Valves and Valve assemblies SERIAL 15049-S 2.3.14.5 Glycol makeup 2.3.14.6 Sensors and relays 2.4 Contractor(s) shall supply all labor, supervision, materials, tools, equipment, and all effort necessary required to repair, retrofit, or replacement of HVAC systems and products used in the residential, commercial, and industrial environments. 2.5 Machinery/equipment that will be rented as additional cost and used indirectly to the HVAC industry for the performance of normal services, such as, but not limited to: 2.5.1 Backhoes 2.5.2 Jackhammers 2.5.3 Concrete cutters 2.5.4 Excavators 2.5.5 Chain hoists 2.5.6 Cranes 2.5.7 These items (and other approved equipment), if rented from a rental contractor, will be allowed the rental charge plus an administrative mark-up cost not to exceed five percent (5%). 2.6 HOURS OF SERVICE: 2.6.1 REGULAR HOURS are between 6:00 AM and 6:00 PM, Monday through Friday, excluding County holidays. 2.6.2 AFTER HOURS is after 6:00 PM and prior to 6:00 AM, Monday through Friday. 2.6.3 WEEKENDS are anytime Saturday or, Sunday. 2.6.4 HOLIDAYS are County Holidays (See County holiday schedule attachment). 2.6.5 Services shall be available 24/7, 365 days per year. 2.6.6 Contractor shall provide 24/7; 365 days per year telephone access, and respond to a call for services within thirty (30) minutes of receipt. 2.7 RESPONSE TIMES: 2.7.1 During REGULAR HOURS, AFTER HOURS, WEEKEND or HOLIDAYs, Contractor shall respond on-site within four (4) hours of receipt of a service request. 2.7.2 If the request is designated by the County as an EMERGENCY, the contractor shall respond on-site within two hours of receipt of a service request regardless of the time of day, WEEKEND or HOLIDAY. 2.8 TRIP CHARGE: 2.8.1 Trip charges are permitted when time and material work is requested at the following sites only: 2.8.1.1 MCSO Lake Aid Stations (Apache, Bartlett, Blue Point, Canyon and Saguaro) SERIAL 15049-S 2.8.1.2 County offices located in Gila Bend, AZ 2.8.1.3 County offices located in Buckeye, AZ 2.8.1.4 County offices located in Aguila, AZ 2.8.1.5 Only one trip charge may be charged per service call. 2.8.1.6 If the contractor arrives onsite and is unable to locate a County representative familiar with the work or unable to gain access to the work site, the Contractor may only bill for a trip charge. The Contractor is not authorized to incur nor will the County accepting billing for any labor charges. 2.9 CONTRACTOR REQUIREMENTS: 2.9.1 Contractor(s) shall supply all labor, supervision, materials, tools, equipment, and effort necessary to perform the Scope of Work presented. 2.9.2 The Contractor’s service truck fleet and/or warehouse shall carry sufficient supply of repair parts and equipment to perform services per Scope of Work presented. 2.9.3 The Contractor agrees to utilize only experienced, responsible and capable people in the performance of the work. 2.9.4 All employees of the Contractor shall wear a company uniform identified with the company name consisting of a minimum of one of the following: 2.9.4.1 Shirt/blouse 2.9.4.2 Vest 2.9.4.3 Cap 2.9.5 No one except authorized employees of the Contractor is allowed on the premises of Maricopa County. Contractor’s employees are NOT to be accompanied in their work area by acquaintances, family members, assistants, or any other person unless said person is an authorized employee of the Contractor. 2.9.6 The Contractor shall perform the work in a way to minimize disruption to the normal operation of building occupants. Upon completion of work the Contractor shall clean and remove from the job site all debris, materials and equipment associated with the work performed. 2.9.7 Contractor shall adhere to all regulations, rules, ordinances, and standards set by Federal, State, County, and Municipal governments pertaining to safety on the job site. 2.10 BUILDING SECURITY (KEYS): 2.10.1 The Contractor may be provided keys to required County Facilities at the discretion of FMD. Keys may be acquired by: 2.10.2 The Contractor being provided permanent key(s), wherein the Contractor verifies receipt of and accepts responsibility for keys. The keys must be returned at the completion of the work or at the direction of FMD. Keys not returned may cause the County to re-key the ENTIRE building or locations that the set of keys opened with the cost being borne by the Contractor. SERIAL 15049-S 2.10.3 In lieu of or in addition to keys, the Contractor may be provided card access badges at the discretion of FMD. 2.10.4 The Contractor shall notify FMD within twenty-four (24) hours if any keys are lost, misplaced, stolen or otherwise not within the Contractor’s control. 2.10.5 Once the Purchase Order is complete, expired, or terminated the Contractor shall immediately return all badges and keys to FMD. 2.11 SALVAGE: Salvage rights shall be evaluated on a project by project basis by the County and shall be determined prior to incorporation in the contractor’s bid price. Salvage rights automatically apply for all work if in the best interest to the County. Salvageable materials without pre-approved contractor salvage rights shall be securely stored and are not to be transported off the site without written permission from Maricopa County. If contractor is given salvage rights, salvageable materials shall be removed daily. No on site storage of contractor’s salvaged materials will be permitted. 2.12 INVOICES AND PAYMENTS: For Time & Material work, Contractor(s) must provide, at Contractor’s own expense, all equipment, expendable shop supplies (rags, cleaners, solvents, gasses, etc.), miscellaneous parts (screws, bolts nuts, small items etc.), tools, etc. necessary to perform all the required services. This shall be all inclusive as “cost of doing business” and as such, be included in the contracted labor rates. Contractor(s) are allowed a one-time Misc. Shop fee charge of up to $25.00 per work order to cover these types of expenses. Anything beyond the $25 limit, will be provided at the contractor’s own expense. Invoices are required to contain the following information: Company name, address and contact information County bill-to name and contact/requestor information Building Name and Building Number County contract number or County purchase order number Maximo (FMD) service call number Invoice number and date Date of service or delivery Description of Purchase (services performed) Labor breakdown: rate per hour x no. of hours by personnel type Material breakdown: itemized parts list to contain unit price x quantity, indicating mark-ups as contracted) Arrival and completion time Total Amount Due with tax amounts separated. Must also clearly indicate the tax rate being applied Payment Terms 2.13 CONTRACTOR EMPLOYEE BACKGROUND CHECK: A background check is required for all Contractor employees providing services to the County. The cost of this service shall be incurred by the County. No Contractor employee may access County property without approval of FMD. Bidders/proposers need to be aware that there may be multiple background checks (Sheriff’s Office, County Attorney's Office, Courts as well as Maricopa County general government) to determine if the respondent is acceptable to do business with the County. This applies to (but is not limited to) the company, sub-contractors and employees and the failure to pass these checks shall deem the respondent non-responsible. SERIAL 15049-S 2.14 PROJECT WORK AND TIME AND MATERIALS: 2.14.1 Project work shall mean work performed on major retrofits/repairs, which, in the best interest of the County, would be more advantageous to be performed as “all inclusive” as opposed to time and materials. Each of the contractors assigned to this contract shall be provided a request for project quote with a detailed Scope of Work. As such, each contractor MUST submit a response, with award to the lowest quote of the project. Contractors are not to submit their own project quote sheets. Only County letterhead quote sheets are acceptable. All terms and conditions are those established under this agreement. All additional labor charges outside the Scope of Work are those established on the pricing page of the Contractor. 2.14.2 The threshold from time and materials to project work shall be ($5,000 $10,000). Exceptions to this shall be emergencies that arise and must be dealt with immediately without the time for project quotes. This figure is not firm fixed. The County reserves the right to adjust this figure to a higher-level if deemed in the best interest of the department. 2.14.3 A construction tax may be applied to the total project cost. This is calculated at 65% of the retail tax rate applied to the combined labor and materials associated with project work. 2.14.4 The County’s project quote sheet will contain the following information: 2.14.4.1 The contract serial number; 2.14.4.2 Name and address of site; 2.14.4.3 FMD site ID number; 2.14.4.4 Detailed scope of work, 2.14.4.5 Other information relative to the SOW, 2.14.4.6 Line item, project cost, 2.14.4.7 Check box for “will quote” or “will not quote” the project, 2.14.4.8 Deadlines for quote delivery, 2.14.4.9 Signature line for both the County and the Contractor 2.14.5 After site review of the project, the Contractor must submit the project quote sheet back to the requestor, either with acceptance and a firm price or decline with a written reason explaining why the project was declined. Contractors who have declined project work three times during a six-month period shall be required to attend a meeting with the Office of Procurement Services and FMD to discuss possible default of contract. 2.14.6 The submitted project price quote shall be all-inclusive. Any cost overruns shall be absorbed by the Contractor; or cost savings shall be additional profit. Exceptions shall be changes requested by the County that incur higher project cost and longer delays. All change orders to a project must be in writing, referencing the contract serial number, and approved by FMD (or County user agency if requested by them) prior to any authorization to proceed. Contractor failing to acquire change orders in writing run the risk of incurring these additional costs without payment. ALL contractors shall have an opportunity to quote on project work, and the County user agencies MUST ensure all contractors of record for HVAC services receive such documentation. 2.14.7 Contractors shall be compensated for additional work requested that is not detailed in the scope at labor rates bid on the pricing page of the Contractor. SERIAL 15049-S 2.14.8 This contract may also be used for time and materials work (under $5,000 $10,000) and priced per hour as bid in the pricing section. Each bidder shall be ranked as first call, second call, third call, and so forth. The contractor of record having the lowest labor bid shall be called first by the requesting department for time and materials service. If the contractor is unable to respond in the time parameters, the requesting agency shall proceed to the next lowest bidder. If the vendor cannot perform work, the County will not be charges for an evaluation. The County will maintain a rank call log. Consistent decline of service requests by a contractor or consistent non-compliance with response time specifications shall cause the County to review the file and make a determination for default of contract. 2.14.9 TIME AND MATERIALS, LABOR HOUR QUOTES: 2.14.9.1 The Contractor, when submitting a quote to perform a T&M HVAC task, shall use his/her quote as an “estimate”. The County will monitor the Contractor’s time, ensuring hours spent on each job is verifiable. Only actual hours on the job shall be billed. Exceptions are “project quotes”, wherein one price is all- inclusive to perform an entire job. 2.15 DETENTION FACILITIES: 2.15.1 Contractors should be aware to use caution when servicing a detention facility. It shall be a requirement that the Contractor’s service vehicle be secured and locked. Tools taken into a detention facility must be monitored and accounted for at all times. 2.15.2 Areas in detention facilities may require the Contractor to make repairs in stages rather than in whole due to the nature of the facility. This should be a consideration when preparing a quote. 2.16 The Contractor shall be responsible for sourcing all HVAC parts/components/units necessary in the repair/replacement of HVAC systems. Exceptions are if in the best interest of the County, to utilize its own HVAC commodity contracts to source said supplies. 2.17 WARRANTY: Replacement parts/components/units shall be new and with minimum warranty of ninety (90) days, unless longer warranties are available from manufacturers. All labor for repairs shall have a 90-day warranty. 2.18 Contractor must meet all Federal EPA and OSHA guidelines in the proper handling and disposal of refrigerant. 2.19 Repair work for HVAC service shall be performed with the use of one (1) HVAC technician. If needed, Contractor may dispatch a laborer to aid the technician. Any additional technicians or laborers needed for a specific job must be pre-approved by the County user agency. 2.20 TECHNICAL TRAINING TO COUNTY STAFF: The Contractor(s) may be required to provide technical expertise training in HVAC services. These training sessions will be on-request by applicable County agencies. The training requested may be for old or new technology. The training will be held at a County facility, or if deemed necessary, the Contractors facility. Training aids (i.e., service manuals, mock-up equipment; etc.) shall be provided by the Contractor. The County under a separate purchase order may purchase Service manuals. The Contractor shall be given advance notice to prepare, research, and schedule staff in order to provide an adequate presentation. The cost of this service will be line item priced in the pricing section of the contract. Exceptions: equipment units purchased under project work will be specified in the job scope to include training. Technical training shall be performed during regular business hours. SERIAL 15049-S 2.21 Contractor to pay for all connections, installation, use, development, etc. fees and/or charges, and obtain and pay required permits and licenses. These costs to be billed back to the County without mark-up. 2.22 CONTRACTOR QUALIFICATIONS: 2.22.1 Contractor’s firm must be in business HVAC service a minimum five (5) years, and completely familiar with the specified requirements and methods needed for proper performance of this contract. Contractor must have a minimum of three (3) fully stocked service vehicles. Proof of these requirements must accompany bid package. 2.22.2 Contractor's technical staff must have CFC certification. Technicians must be thoroughly trained with a minimum of five (5) years’ experience in the field of air conditioning and heating, and have Factory Certified Training. Proof of these requirements must accompany bid package. 2.22.3 Contractors shall be licensed by the State of Arizona, Registrar of Contractors, by having an L-39 C-39 license for Air Conditioning and Refrigeration and Solar. Copies of license must accompany bid package. 2.22.4 The Contractors service truck fleet shall carry sufficient supply of repair parts and equipment to perform routine HVAC service and repairs, and hot water boiler service and repair. The Contractor shall have a local shop and/or warehouse that stocks parts to keep their trucks supplied daily. As part of the County’s due diligence, these requirements shall be verified by FMD via a formal inspection after bid submittals and prior to bid award. 2.22.5 Contractor MUST meet all Federal E.P.A. and O.S.H.A. guidelines in the proper handling and disposal of refrigerants, refrigerant oils, and refrigerant filters/dryers. 2.23 CONTRACTOR REQUIREMENTS: 2.23.1 All service work performed by Contractor shall be to a professional standard, meeting all required city building codes, and susceptible to Facilities Management staff inspection. Documentation, through an audit and feedback system of contract administration shall be used in this contract, by the Facilities Management Department. 2.23.2 The Contractor shall perform the work in a way to minimize disruption to the normal operation of building tenants. Upon completion of work the Contractor is responsible for cleaning and removing form the job site all debris, materials and equipment associated with the work performed, having sign-off by user agency, or Facilities Management. 2.23.3 The Contractor shall make necessary repairs to HVAC units in such a manner that does not damage County property. In the event damage occurs to Maricopa County property, or any adjacent property by reason of any repairs or installations performed under this Contract, the Contractor shall replace or repair the same at no cost to the County. If damage caused by the Contractor has to be repaired or replaced by the County, the cost of such work shall be deducted from the monies due the Contractor. 2.23.4 In the event the work performance of the Contractor is unsatisfactory, the Contractor will be notified by FMD and be given 4 hours to correct the work. Labor for all re-work will be at no cost to the County. Any additional parts replaced shall be billed at contract pricing. 3.0 PURCHASING REQUIREMENTS: 3.1 ACCEPTANCE: Upon delivery and successful installation, the material(s) shall be deemed accepted and the warranty period shall begin. All documentation shall be completed prior to final acceptance. SERIAL 15049-S 3.2 FACTORY AUTHORIZED SERVICE AVAILABILITY: The Contractor shall have and maintain a local factory authorized service facility within the Phoenix, Arizona metropolitan area. The facility shall be capable of supplying and installing component parts, troubleshooting, repairing and maintaining the material(s). Minimum service hours shall be from 8:00 A.M. through 5:00 P.M., Arizona Time, Monday through Friday. 3.3 USAGE REPORT: The Contractor shall furnish the County a usage report upon re quest delineating the acquisition activity governed by the Contract. The format of the report shall be approved by the County and shall disclose the quantity and dollar value of each contract item by individual unit. 3.4 INVOICES AND PAYMENTS: 3.4.1 Invoices are required to contain the following information: 3.4.1.1 Company name, address and contact 3.4.1.2 County bill-to name and contact information 3.4.1.3 Building Name and Building Number 3.4.1.4 County purchase order number 3.4.1.5 Maximo (FMD) service call number 3.4.1.6 Invoice number and date 3.4.1.7 Date of service or delivery 3.4.1.8 Description of Purchase (services performed) 3.4.1.9 Pricing per unit of purchase 3.4.1.10 Extended price 3.4.1.11 Arrival and completion time 3.4.1.12 Total Amount Due 3.4.2 Billable Parts Pricing: 3.4.2.1 All parts sold to the County MUST be itemized and priced in one of two formats: 3.4.2.1.1 Priced separately as: 3.4.2.1.1.1 Contractor’s cost, then cost + percentage price (i.e., $25.00 [contractor’s cost] $30.00 [cost + percentage]), or 3.4.2.1.1.2 Parts priced singularly (contractor’s cost + percentage, i.e., $30.00), with a statement at the bottom of invoice that states “The above parts pricing reflects XX% over cost.” 3.4.3 Invoicing for project work must contain: 3.4.3.1 Contract serial number; 3.4.3.2 Purchase order number (If used); 3.4.3.3 Terms as bid; 3.4.3.4 Description of work performed; 3.4.3.5 Location of job site and FMD site number); 3.4.3.6 Project cost as quoted; 3.4.3.7 Applicable construction tax if required (65% of retail tax rate); 3.4.3.8 Grand total; 3.4.3.9 Attached to the invoice must be the project quote sheet and all change orders. 3.4.4 Invoicing that does not have all the required information as listed above, will be sent back for corrections, delaying payment to the Contractor. SERIAL 15049-S 3.4.5 Problems regarding billing or invoicing shall be directed to the using agency as listed on the Purchase Order. 3.4.6 Payment may be made to the Contractor by Accounts Payable through the Maricopa County Vendor Express Payment Program. This is an Electronic Funds Transfer (EFT) process. After Award the Contractor shall fill out an EFT Enrollment form (to be provided by the Procurement Officer) or as located on the County Department of Finance Website as a fillable PDF document (www.maricopa.gov/finance/). 3.4.7 EFT payments to the routing and account numbers designated by the Contractor will include the details on the specific invoices that the payment covers. The Contractor is required to discuss remittance delivery capabilities with their designated financial institution for access to those details. 3.5 APPLICABLE TAXES: 3.5.1 Payment of Taxes: The Contractor shall pay all applicable taxes. With respect to any installation labor on items that are not attached to real property performed by Contractor under the terms of this Contract, the installation labor cost and the gross receipts for materials provided shall be listed separately on the Contractor’s invoices. 3.5.2 State and Local Transaction Privilege Taxes: Maricopa County is subject to all applicable state and local transaction privilege taxes. To the extent any state and local transaction privilege taxes apply to sales made under the terms of this contract it is the responsibility of the seller to collect and remit all applicable taxes to the proper taxing jurisdiction of authority. 3.5.3 Tax Indemnification: Contractor and all subcontractors shall pay all Federal, state, and local taxes applicable to its operation and any persons employed by the Contractor. Contractor shall, and require all subcontractors to hold Maricopa County harmless from any responsibility for taxes, damages and interest, if applicable, contributions required under Federal, and/or state and local laws and regulations and any other costs including transaction privilege taxes, unemployment compensation insurance, Social Security and Worker’s Compensation. 3.6 TAX (SERVICES): No tax shall be levied against labor. It is the responsibility of the Contractor to determine any and all taxes and include the same in proposal price. 3.7 DELIVERY: It shall be the Contractor’s responsibility to meet the proposed delivery requirements. Maricopa County reserves the right to obtain services on the open market in the event the Contractor fails to make delivery and any price differential will be charged against the Contractor. 3.8 POST AWARD MEETING: The Contractor may be required to attend a post-award meeting with the Using Agency to discuss the terms and conditions of this Contract. This meeting will be coordinated by the Procurement Officer of the Contract. 3.9 STRATEGIC ALLIANCE for VOLUME EXPENDITURES ($AVE): The County is a member of the $AVE cooperative purchasing group. $AVE includes the State of Arizona, many Phoenix metropolitan area municipalities, and many K-12 unified school districts. Under the $AVE Cooperative Purchasing Agreement, and with the concurrence of the successful Respondent under this solicitation, a member of $AVE may access a contract resulting from a SERIAL 15049-S solicitation issued by the County. If you do not want to grant such access to a member of $AVE, please state so in your proposal. In the absence of a statement to the contrary, the County will assume that you do wish to grant access to any contract that may result from this Request for Proposal. 3.10 INTERGOVERNMENTAL COOPERATIVE PURCHASING AGREEMENTS (ICPA’s): County currently holds ICPA’s with numerous governmental entities throughout the State of Arizona. These agreements allow those entities, with the approval of the Contractor, to purchase their requirements under the terms and conditions of the County Contract. Please indicate on Attachment A, your acceptance or rejection regarding such participation of other governmental entities. Your response will not be considered as an evaluation factor in awarding a contract. 3.11 VOLUNTARY EMPLOYEE DISCOUNTS: 3.11.1 Contractors may voluntarily offer discounts to County employees for products or services provided under this contract. Whether a Contractor offers or does not offer an employee discount is not a factor in nor considered in the evaluation of responses to this solicitation. 3.11.2 Any discount offered is part of a commercial transaction between the contractor and the individual County employee, the County is not a party to the transaction. Any disputes or issue that arises from an individual commercial transaction between the contractor and an individual County employee is a matter between the Contractor and the employee. If a discount is offered, the terms will be announced to County employees. 4.0 CONTRACTUAL TERMS & CONDITIONS: 4.1 CONTRACT TERM: This Invitation for Bid is for awarding a firm, fixed-price purchasing contract to cover a term of two (2) years. 4.2 OPTION TO RENEW: The County may, at its option and with the concurrence of the Contractor, renew the term of this Contract up to a maximum of Four (4) additional years, (or at the County’s sole discretion, extend the contract on a month to month basis for a maximum of six (6) months after expiration). The Contractor shall be notified in writing by the Office of Procurement Services of the County’s intention to renew the contract term at least thirty (60) calendar days prior to the expiration of the original contract term.. 4.3 PRICE ADJUSTMENTS: Any requests for reasonable price adjustments must be submitted sixty (60) days prior to the Contract annual anniversary date. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. If County agrees to the adjusted price terms, County shall issue written approval of the change. The reasonableness of the request will be determined by comparing the request with the Consumer Price Index or by performing a market survey. 4.4 FUEL COST PRICE ADJUSTMENT: 4.4.1 This provision provides for limited increased or decreased costs of motor fuels (fuels) used to perform services under this Contract. This provision does not apply to burner fuel (i.e. propane, natural gas, fuel oil, used motor oil). It applies to motor fuel only. Fuel cost adjustments may be either positive or negative. A positive fuel cost adjustment will result in an increase in payments to Contractor while a negative fuel cost adjustment will result in a decrease in payments to Contractor. SERIAL 15049-S 4.4.2 This provision is intended to minimize risk to both parties to this Contract due to fuel cost fluctuations that may occur during the term of this Contract. This provision is not designed to estimate actual quantities of fuel used in providing services under this Contract, but to provide a reasonable basis for calculating a fuel cost adjustment based on average conditions. 4.4.3 Application of this provision will come into effect upon Contractor submittal of a fuel cost adjustment request. A request may be submitted only when the increased cost of fuel, established as a percentage of total contract price (base fuel cost) upon award of this Contract, exceeds ten (10%) percent of the base fuel cost. The Contractor may request a fuel surcharge no more than four (4) times annually, during the month(s) of March, June, September and December. The request must be submitted no later than the tenth (10th) of the month. Any surcharge shall be effective the first of the following month after receipt and approval. The date of County approval of a fuel cost adjustment request shall become the base date for any future Contractor adjustment requests. 4.4.4 Contractor shall include, as part of its price bid, the percentage of total contract price fuel represents (e.g., fuel cost equals 10% of Contractor cost) (see also, Attachment A, Vendor Information). This percentage will represent and establish the base fuel cost for this Contract. The base fuel cost shall be established as the due date for submission of proposals for this Contract. All subsequent fuel cost adjustments shall be based upon the date the County approves a Contractor’s request for fuel cost adjustment (e.g. fuel cost adjustment approved by County on January 1, 2006, January 1, 2006 becomes base date for any next Contractor request for adjustment). 4.4.5 Fuel Cost Application Requirement. The Contractor must provide documentation including type of motor fuel and fuel invoices with price of the fuel used in providing services under this Contract, from the month bids were due and the month of the cost adjustment request, with any fuel cost adjustment application. The fuel cost adjustment application must be completed with all applicable data, and signed by the Contractor. Any cost adjustment will be calculated by the County by using the bureau of Labor Statistics, Producer Price Index for Gasoline – WPU0571 and #2 Diesel Fuel – WPO57303 (http://data.bls.gov/cgi-bin/surveymost?wp). 4.4.6 The fuel surcharge shall be based on the current quarterly index of the West Coast (PADD5) Diesel (On-Highway)-All Types or Reformulated Areas Gasoline compared to the previous quarterly index period as reported on the Energy Information Administration (EIA) website: http://www.eia.doe.gov/ 4.4.7 The computation of the fuel surcharge amount shall be determined as follows: 4.4.7.1 The fuel cost component from Attachment A (vendor information) of the Contract with Maricopa County, multiplied by the percent of change indicated by the EIA report from the previous index period. 4.4.7.2 Upon agreement by the County to the surcharge, the County shall issue written approval of the change prior to any adjusted invoicing submitted for payment. 4.4.7.3 The surcharge shall be added as a separate line item to the invoice. 4.5 INDEMNIFICATION: 4.5.1 To the fullest extent permitted by law, and to the extent that claims, damages, losses or expenses are not covered and paid by insurance purchased by the Contractor, the Contractor shall defend indemnify and hold harmless the County (as Owner), its agents, representatives, agents, officers, directors, officials, and employees from and against all claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings) SERIAL 15049-S arising out of, or alleged to have resulted from the negligent acts, errors, omissions, or mistakes relating to the performance of this Contract. 4.5.2 Contractor's duty to defend, indemnify, and hold harmless the County, its agents, representatives, agents, officers, directors, officials, and employees shall arise in connection with any claim, damage, loss, or expense that is attributable to bodily injury, sickness, disease, death or injury to, impairment of, or destruction of tangible property, including loss of use resulting there from, caused by negligent acts, errors, omissions, or mistakes in the performance of this Contract, but only to the extent caused by the negligent acts or omissions of the Contractor, a subcontractor, any one directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. 4.5.3 The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. 4.5.4 The scope of this indemnification does not extend to the sole negligence of County. 4.5.5 Each Party (as "indemnitor") agrees to indemnify, defend, and hold harmless the other Party (as "indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively referred to as "claims") arising out of the negligent performance of this Agreement, but only to the extent that such claims which result in vicarious/derivative liability to the indemnitee are caused by the act, omission, negligence, misconduct, or other fault of the indemnitor, its officers, officials, agents, employees, or volunteers. 4.6 INSURANCE: 4.6.1 Contractor, at Contractor’s own expense, shall purchase and maintain the herein stipulated minimum insurance from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company or companies, which are authorized to do business in the State of Arizona, provided that said insurance companies meet the approval of County. The form of any insurance policies and forms must be acceptable to County. 4.6.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of the Contract is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of County, constitute a material breach of this Contract. 4.6.3 Contractor’s insurance shall be primary insurance as respects County, and any insurance or self-insurance maintained by County shall not contribute to it. 4.6.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect the County’s right to coverage afforded under the insurance policies. 4.6.5 The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to County under such policies. Contractor shall be solely responsible for the deductible and/or self-insured retention and County, at its option, may require Contractor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 4.6.6 The insurance policies required by this Contract, except Workers’ Compensation and Errors and Omissions, shall name County, its agents, representatives, officers, directors, officials and employees as Additional Insureds. SERIAL 15049-S 4.6.7 The policies required hereunder, except Workers’ Compensation and Errors and Omissions, shall contain a waiver of transfer of rights of recovery (subrogation) against County, its agents, representatives, officers, directors, officials and employees for any claims arising out of Contractor’s work or service. 4.6.8 COMMERCIAL GENERAL LIABILITY: Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $4,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 4.6.9 AUTOMOBILE LIABILITY: Commercial/Business Automobile Liability insurance and, if necessary, Commercial Umbrella insurance with a combined single limit for bodily injury and property damage of not less than $1,000,000 each occurrence with respect to any of the Contractor’s owned, hired, and non-owned vehicles assigned to or used in performance of the Contractor’s work or services or use or maintenance of the Premises under this Contract. 4.6.10 WORKERS’ COMPENSATION: 4.6.10.1 Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of Contractor’s employees engaged in the performance of the work or services under this Contract; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. 4.6.10.2 Contractor, its contractors and its subcontractors waive all rights against Contract and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Contractor, its contractors and its subcontractors pursuant to this Contract. 4.6.11 CERTIFICATES OF INSURANCE: 4.6.11.1 Prior to Contract AWARD, Contractor shall furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Contract in the form provided by the County, issued by Contractor’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Contract are in full force and effect. Such certificates shall identify this contract number and title. 4.6.11.2 In the event any insurance policy (ies) required by this contract is (are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of Contractor’s work or services and as evidenced by annual Certificates of Insurance. 4.6.11.3 If a policy does expire during the life of the Contract, a renewal certificate must be sent to County fifteen (15) days prior to the expiration date. SERIAL 15049-S 4.6.12 CANCELLATION AND EXPIRATION NOTICE: Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty (30) days prior written notice to the County. 4.7 ORDERING AUTHORITY: 4.7.1 Any request for purchase of product(s) shall be accompanied by a valid purchase order, issued by Office of Procurement Services, a Purchase Order issued by the using Department or direction by a Certified Agency Procurement Aid (CAPA) with a Purchase Card for payment. 4.8 REQUIREMENTS CONTRACT: 4.8.1 Contractors signify their understanding and agreement by signing a bid submittal, that the Contract resulting from the bid is a requirements contract. However, the Contract does not guarantee any minimum or maximum number of purchases will be made. It only indicates that if purchases are made for the materials contained in the Contract, they will be purchased from the Contractor awarded that item. Orders will only be placed when the County identifies a need and proper authorization and documentation have been approved. 4.8.2 County reserves the right to cancel Purchase Orders within a reasonable period of time after issuance. Should a Purchase Order be canceled, the County agrees to reimburse the Contractor for actual and documentable costs incurred by the Contractor in response to the Purchase Order. The County will not reimburse the Contractor for any costs incurred after receipt of County notice of cancellation, or for lost profits, shipment of product prior to issuance of Purchase Order, etc. 4.8.3 Contractors agree to accept verbal notification of cancellation of Purchase Orders from the County Procurement Officer with written notification to follow. By submitting a bid in response to this Invitation for Bids, the Contractor specifically acknowledges to be bound by this cancellation policy. 4.9 SUSPENSION OF WORK: The Procurement Officer may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the work of this contract for the period of time that the Procurement Officer determines appropriate for the convenience of the County. No adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor. No request for adjustment under this clause shall be granted unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of the suspension, delay, or interruption, but not later than the date of final payment under the contract. 4.10 STOP WORK ORDER: The Procurement Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to the Contractor, and for any further period to which the parties may agree. The order shall be specifically identified as a stop work order issued under this clause. Upon receipt of the order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Procurement Officer shall either— 4.10.1 Cancel the stop-work order; or SERIAL 15049-S 4.10.2 Terminate the work covered by the order as provided in the Termination for Default or the Termination for Convenience of the County clause of this contract. 4.10.3 The Procurement Officer may make an equitable adjustment in the delivery schedule and/or contract price, or otherwise, and the contract shall be modified, in writing, accordingly, if the Contractor demonstrates that the stop work order resulted in an increase in costs to the Contractor. 4.11 UNCONDITIONAL TERMINATION FOR CONVENIENCE: Maricopa County may terminate the resultant Contract for convenience by providing sixty (60) calendar days advance notice to the Contractor. 4.12 TERMINATION FOR DEFAULT: The County may, by written notice of default to the Contractor, terminate this contract in whole or in part if the Contractor fails to: 4.12.1 Deliver the supplies or to perform the services within the time specified in this contract or any extension; 4.12.2 Make progress, so as to endanger performance of this contract; or 4.12.3 Perform any of the other provisions of this contract. 4.12.4 The County’s right to terminate this contract under these subparagraphs may be exercised if the Contractor does not cure such failure within 10 days (or more if authorized in writing by the County) after receipt of the notice from the Procurement Officer specifying the failure. 4.13 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST: Notice is given that pursuant to A.R.S. § 38-511 the County may cancel any Contract without penalty or further obligation within three years after execution of the contract, if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County is at any time while the Contract or any extension of the Contract is in effect, an employee or agent of any other party to the Contract in any capacity or consultant to any other party of the Contract with respect to the subject matter of the Contract. Additionally, pursuant to A.R.S § 38-511 the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the County from any other party to the contract arising as the result of the Contract. 4.14 OFFSET FOR DAMAGES: In addition to all other remedies at Law or Equity, the County may offset from any money due to the Contractor any amounts Contractor owes to the County for damages resulting from breach or deficiencies in performance of the contract. 4.15 SUBCONTRACTING: 4.15.1 The Contractor may not assign to another Contractor or Subcontract to another party for performance of the terms and conditions hereof without the written consent of the County. All correspondence authorizing subcontracting must reference the Bid Serial Number and identify the job project. 4.15.2 The Subcontractor’s rate for the job shall not exceed that of the Prime Contractor’s rate, as bid in the pricing section, unless the Prime Contractor is willing to absorb any higher rates. The Subcontractor’s invoice shall be invoiced directly to the Prime Contractor, SERIAL 15049-S who in turn shall pass-through the costs to the County, without mark-up. A copy of the Subcontractor’s invoice must accompany the Prime Contractor’s invoice. 4.15.3 Should the prime contractor require work outside of their own competency and expertise, they may then use a subcontractor to perform such work. Examples would be, but not limited to: concrete cutting, underground detection, asbestos removal, or concrete removal and reinstallation. In these examples, the work is not HVAC in nature, and therefore the subcontractor may perform the services and bill at the prevailing rate for the service. In this case, the subcontractors accepted charges shall be paid by the prime, and invoiced to the County. 4.15.4 Additionally, insurance and bonding requirements as outlined in this contract shall be a requirement of the subcontractor. 4.16 AMENDMENTS: All amendments to this Contract shall be in writing and approved/signed by both parties. Maricopa County Office of Procurement Services shall be responsible for approving all amendments for Maricopa County. 4.17 ADDITIONS/DELETIONS OF SERVICE: The County reserves the right to add and/or delete materials to a Contract. If a service requirement is deleted, payment to the Contractor will be reduced proportionately, to the amount of service reduced in accordance with the bid price. If additional materials are required from a Contract, prices for such additions will be negotiated between the Contractor and the County. 4.18 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR OTHER REVIEW: 4.18.1 In accordance with section MCI 371 of the Maricopa County Procurement Code the Contractor agrees to retain all books, records, accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is latest. The County, Federal or State auditors and any other persons duly authorized by the Department shall have full access to, and the right to examine, copy, and make use of, any and all said materials. 4.18.2 If the Contractor’s books, records , accounts, statements, reports, files, and other records and back-up documentation relevant to this Contract are not sufficient to support and document that requested services were provided, the Contractor shall reimburse Maricopa County for the services not so adequately supported and documented. 4.18.3 If at any time it is determined by the County that a cost for which payment has been made is a disallowed cost, the County shall notify the Contractor in writing of the disallowance. The course of action to address the disallowance shall be at sole discretion of the County, and may include either an adjustment to future invoices, request for credit, request for a check or deduction from current billings submitted by the Contractor by the amount of the disallowance, or to require reimbursement forthwith of the disallowed amount by the Contractor by issuing a check payable to Maricopa County. 4.19 VALIDITY: The invalidity, in whole or in part, of any provision of this Contract shall not void or affect the validity of any other provision of the Contract. SERIAL 15049-S 4.20 RIGHTS IN DATA: The County shall have the use of data and reports resulting from a Contract without additional cost or other restriction except as may be established by law or applicable regulation. Each party shall supply to the other party, upon request, any available information that is relevant to a Contract and to the performance thereunder. 4.21 RELATIONSHIPS: 4.21.1 In the performance of the services described herein, the Contractor shall act solely as an independent contractor, and nothing herein or implied herein shall at any time be construed as to create the relationship of employer and employee, co-employee, partnership, principal and agent, or joint venture between the County and the Contractor. 4.21.2 The County reserves the right of final approval on proposed staff for all Task Orders. Also, upon request by the County, the Contractor will be required to remove any employees working on County projects and substitute personnel based on the discretion of the County within two business days, unless previously approved by the County. 4.22 NON-DISCRIMINATION: CONTRACTOR agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09 including flow down of all provisions and requirements to any subcontractors. Executive Order 2009-09 supersedes Executive order 99-4 and amends Executive order 75-5 and may be viewed and downloaded at the Governor of the State of Arizona’s website http://azmemory.azlibrary.gov/cdm/singleitem/collection/execorders/id/680/rec/1 which is hereby incorporated into this contract as if set forth in full herein. During the performance of this contract, CONTRACTOR shall not discriminate against any employee, client or any other individual in any way because of that person’s age, race, creed, color, religion, sex, disability or national origin. 4.23 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION 4.23.1 The undersigned (authorized official signing for the Contractor) certifies to the best of his or her knowledge and belief, that the Contractor 4.23.1.1 is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal Department or agency; 4.23.1.2 have not within 3-year period preceding this Contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 4.23.1.3 are not presently indicted or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and 4.23.1.4 Have not within a 3-year period preceding this Contract had one or more public transaction (Federal, State or local) terminated for cause of default. 4.23.2 The Contractor agrees to include, without modification, this clause in all lower tier covered transactions (i.e. transactions with subcontractors) and in all solicitations for lower tier covered transactions related to this Contract. SERIAL 15049-S 4.24 VERIFICATION REGARDING COMPLIANCE WITH ARIZONA REVISED STATUTES §41- 4401 AND FEDERAL IMMIGRATION LAWS AND REGULATIONS: 4.24.1 By entering into the Contract, the Contractor warrants compliance with the Immigration and Nationality Act (INA using e-verify) and all other federal immigration laws and regulations related to the immigration status of its employees and A.R.S. §23-214(A). The contractor shall obtain statements from its subcontractors certifying compliance and shall furnish the statements to the Procurement Officer upon request. These warranties shall remain in effect through the term of the Contract. The Contractor and its subcontractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time to time, for all employees performing work under the Contract and verify employee compliance using the E-verify system and shall keep a record of the verification for the duration of the employee’s employment or at least three years, whichever is longer. I-9 forms are available for download at USCIS.GOV. 4.24.2 The County retains the legal right to inspect contractor and subcontractor employee documents performing work under this Contract to verify compliance with paragraph 4.24 of this Section. Contractor and subcontractor shall be given reasonable notice of the County’s intent to inspect and shall make the documents available at the time and date specified. Should the County suspect or find that the Contractor or any of its subcontractors are not in compliance, the County will consider this a material breach of the contract and may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. 4.25 CONTRACTOR LICENSE REQUIREMENT: 4.25.1 The Respondent shall procure all permits, insurance, licenses and pay the charges and fees necessary and incidental to the lawful conduct of his/her business, and as necessary complete any required certification requirements, required by any and all governmental or non-governmental entities as mandated to maintain compliance with and in good standing for all permits and/or licenses. The Respondent shall keep fully informed of existing and future trade or industry requirements, Federal, State and Local laws, ordinances, and regulations which in any manner affect the fulfillment of a Contract and shall comply with the same. Contractor shall immediately notify both Office of Procurement Services and the using agency of any and all changes concerning permits, insurance or licenses. 4.25.2 Respondents furnishing finished products, materials or articles of merchandise that will require installation or attachment as part of the Contract, shall possess any licenses required. A Respondent is not relieved of its obligation to posses the required licenses by subcontracting of the labor portion of the Contract. Respondents are advised to contact the Arizona Registrar of Contractors, Chief of Licensing, at (602) 542-1525 to ascertain licensing requirements for a particular contract. Respondents shall identify which license(s), if any, the Registrar of Contractors requires for performance of the Contract. 4.26 INFLUENCE As prescribed in MC1-1202 of the Maricopa County Procurement Code, any effort to influence an employee or agent to breach the Maricopa County Ethical Code of Conduct or any unethical conduct may be grounds for Disbarment or Suspension under MC1-902. An attempt to influence includes, but is not limited to: 4.26.1 A Person offering or providing a gratuity, gift, tip, present, donation, money, entertainment or educational passes or tickets, or any type valuable contribution or subsidy, SERIAL 15049-S 4.26.2 That is offered or given with the intent to influence a decision, obtain a contract, garner favorable treatment, or gain favorable consideration of any kind. If a Person attempts to influence any employee or agent of Maricopa County, the Chief Procurement Officer, or his designee, reserves the right to seek any remedy provided by the Maricopa County Procurement Code, any remedy in equity or in the law, or any remedy provided by this contract. 4.27 PUBLIC RECORDS: All Offers submitted and opened are public records and must be retained by the Records Manager at the Office of Procurement Services. Offers shall be open to public inspection after Contract award and execution, except for such Offers deemed to be confidential by the Office of Procurement Services. If an Offeror believes that information in its Offer should remain confidential, it shall indicate as confidential, the specific information in its offer and submit a statement with its offer detailing the reasons that the information should not be disclosed. Such reasons shall include the specific harm or prejudice which may arise. The Records Manager of the Office of Procurement Services shall determine whether the identified information is confidential pursuant to the Maricopa County Procurement Code and the Arizona Public Records Law. 5.0 FACILITIES MANAGEMENT OPERATION REQUIREMENT 5.1 HOURS OF SERVICE: 5.1.1 REGULAR HOURS are between 6:00 AM and 6:00 PM, Monday through Friday, excluding County holidays. 5.1.2 AFTER HOURS is after 6:00 PM and prior to 6:00 AM, Monday through Friday. 5.1.3 WEEKENDS are anytime Saturday or, Sunday. 5.1.4 HOLIDAYS are County Holidays (See County holiday schedule attachment). 5.1.5 Services shall be available 24/7, 365 days per year. 5.1.6 Contractor shall provide 24/7; 365 days per year telephone access, and respond to a call for services within thirty (30) minutes of receipt. 5.2 RESPONSE TIMES: 5.2.1 During REGULAR HOURS, AFTER HOURS, WEEKEND or HOLIDAYs, Contractor shall respond on-site within four (4) hours of receipt of a service request. 5.2.2 If the request is designated by the County as an EMERGENCY, the contractor shall respond on-site within two hours of receipt of a service request regardless of the time of day, WEEKEND or HOLIDAY. 5.3 TRIP CHARGE: Trip charges are permitted when time and material work is requested at the following sites only: 5.3.1 MCSO Lake Aid Stations (Apache, Bartlett, Blue Point, Canyon and Saguaro) 5.3.2 County offices located in Gila Bend, AZ 5.3.3 County offices located in Buckeye, AZ 5.3.4 County offices located in Aguila, AZ 5.3.5 Only one trip charge may be charged per service call. SERIAL 15049-S 5.3.6 If the contractor arrives onsite and is unable to locate a County representative familiar with the work or unable to gain access to the work site, the Contractor may only bill for a trip charge. The Contractor is not authorized to incur nor will the County accepting billing for any labor charges. 5.4 CONTRACTOR REQUIREMENTS: 5.4.1 Contractor(s) shall supply all labor, supervision, materials, tools, equipment, and effort necessary to perform the Scope of Work presented. 5.4.2 The Contractor’s service truck fleet and/or warehouse shall carry sufficient supply of repair parts and equipment to perform services per Scope of Work presented. 5.4.3 The Contractor agrees to utilize only experienced, responsible and capable people in the performance of the work. 5.4.4 All employees of the Contractor shall wear a company uniform identified with the company name consisting of a minimum of one of the following: 5.4.4.1 Shirt/blouse 5.4.4.2 Vest 5.4.4.3 Cap 5.4.5 No one except authorized employees of the Contractor is allowed on the premises of Maricopa County. Contractor’s employees are NOT to be accompanied in their work area by acquaintances, family members, assistants, or any other person unless said person is an authorized employee of the Contractor. 5.4.6 The Contractor shall perform the work in a way to minimize disruption to the normal operation of building occupants. Upon completion of work the Contractor shall clean and remove from the job site all debris, materials and equipment associated with the work performed. 5.4.7 Contractor shall adhere to all regulations, rules, ordinances, and standards set by Federal, State, County, and Municipal governments pertaining to safety on the job site. 5.5 BUILDING SECURITY (KEYS): 5.5.1 The Contractor may be provided keys to required County Facilities at the discretion of FMD. Keys may be acquired by: 5.5.2 The Contractor being provided permanent key(s), wherein the Contractor verifies receipt of and accepts responsibility for keys. The keys must be returned at the completion of the work or at the direction of FMD. Keys not returned may cause the County to re-key the ENTIRE building or locations that the set of keys opened with the cost being borne by the Contractor. 5.5.3 In lieu of or in addition to keys, the Contractor may be provided card access badges at the discretion of FMD. 5.5.4 The Contractor shall notify FMD within twenty-four (24) hours if any keys are lost, misplaced, stolen or otherwise not within the Contractor’s control. 5.5.5 Once the Purchase Order is complete, expired, or terminated the Contractor shall immediately return all badges and keys to FMD. SERIAL 15049-S 5.6 SALVAGE: Salvage rights shall be evaluated on a project by project basis by the County and shall be determined prior to incorporation in the contractor’s bid price. Salvage rights automatically apply for all work if in the best interest to the County. Salvageable materials without pre-approved contractor salvage rights shall be securely stored and are not to be transported off the site without written permission from Maricopa County. If contractor is given salvage rights, salvageable materials shall be removed daily. No on site storage of contractor’s salvaged materials will be permitted. 5.7 INVOICES AND PAYMENTS: 5.7.1 For Time & Material work, Contractor(s) must provide, at Contractor’s own expense, all equipment, expendable shop supplies (rags, cleaners, solvents, gasses, etc.), miscellaneous parts (screws, bolts nuts, small items etc.), tools, etc. necessary to perform all the required services. This shall be all inclusive as “cost of doing business” and as such, be accounted for in the contracted labor rates. Invoices are required to contain the following information: 5.7.2 Company name, address and contact information 5.7.3 County bill-to name and contact/requestor information 5.7.4 Building Name and Building Number 5.7.5 County purchase order number 5.7.6 County contract number 5.7.7 Maximo (FMD) service call number 5.7.8 Invoice number and date 5.7.9 Date of service or delivery 5.7.10 Description of Purchase (services performed) 5.7.11 Labor breakdown (rate per hour x personnel type) 5.7.12 Material breakdown. Itemized parts list to contain (unit price x quantity, indicating mark- ups as contracted) 5.7.13 Arrival and completion time 5.7.14 Total Amount Due with tax amounts separated. Must also clearly indicate the tax rate being applied 5.7.15 Payment Terms 5.8 CONTRACTOR EMPLOYEE BACKGROUND CHECK: A background check is required for all Contractor employees providing services to the County. The cost of this service shall be incurred by the County. No Contractor employee may access County property without approval of FMD. 2739527.1 EXHIBIT B TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND BEL-AIRE MECHANICAL, INC. [Work Orders] See following pages (to be attached subsequent to execution). TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date:August 18,2016 Meeting Type:Regular Agenda Type:Consent Submitting Department:Development Services Staff Contact Information:Bob Rodgers,Senior Planner,480-816-5138,rrodqers(5),fh.az.gov Strategic Planning Goal:NotApplicable (NA)Operational Priority:NotApplicable (NA) REQUEST TO COUNCIL (Agenda Language): CONSIDERATION of approving an AMENDMENT to the PROFESSIONAL SERVICES AGREEMENT with Brown &Associates,to increase the FY15/16 contract (CN 2016-110.3)by $10,000 to cover actual cost of plan review &inspections through June 30,2016. Applicant:Development Services Department Owner:Town of Fountain Hills Property Location:NA Related Ordinance,Policy or Guiding Principle:NA Staff Summary (background): Due to staffing limitations the Town has previously entered into a professional Services agreement with Brown &Associates to perform plan review and building inspections.Due to the Chief Building Official's prolonged absence during May and June 2016,the contract amount has proven to be insufficient.Amendment No. 3 to the Professional Services Agreement will provide the funds to cover the FY 15/16 shortfall in an amount not to exceed $10,000. Risk Analysis (options or alternatives with implications):NA Fiscal Impact (initial and ongoing costs;budget status):None Budget Reference (page number):210 &216 Funding Source:NA If Multiple Funds utilized,list here:NA Budgeted;if No,attach Budget Adjustment Form:Yes Paee 1 of 3 redact redact redact redact Arizona Department of Liquor Licenses and Control 800 W Washington 5th Floor Phoenix,AZ 85007-2934 www.azliquor.gov (602)542-5141 APPLICATION FOR SPECIAL EVENTLICENSE Fee=$25.00 per day for 1-10 days (consecutive) Cash Checks or Money Orders Only FOR DLLC USE ONLY Event Date(s): Event time start/end: CSR: License: Aservicefee of $25.00 will be charged for all dishonored checks (A.R.S.§44-6852) IMPORTANT INFORMATION:This document must be fullv completed orit will be returned. The Department of Liquor Licenses and Control must receive this application ten (10)business days prior to the event.If the speck event will be held ata location without a permanent liquor license or if the event will be on any portion ofa location that is not covere- by the existing liquor license,this application must be approved by the local government before submission to the Department c Liquor Licenses and Control (see Section 15). section i Nome of organization:Fountain Hills Sister Cities Corporation _ SECTION 2 Non-Profit/IRS Tax Exempt Number.36-4607067 ___ SECTION 3 Theorganizationisa:(check one box only) 0CharitableDFraternal (must have regular membership and have been in existence for over five (5)years) DReligious DCivic (Rotary,College Scholarship)Oolitica!Party,Ballot Measure or Campaign Committee SECTION 4 Will this event be held on a currently licensed premise and within the already approved premises?DYes ENo Name of Business License Number Phone(include Area Code) SECTION 5 How is this special event going to conduct all dispensing,serving,and selling of spirituous liquors?Please read R-l' 318 for explanation (look in special event planning guide)and check one of the following boxes. Qpiace license in non-use •Dispense and serve all spirituous liquors under retailer's license 0Dispense and serve all spirituous liquors underspecial event •Split premise betweenspecialeventand retail location (IF NOT USING RETAIL LICENSE SUBMIT A LETTER OF AGREEMENT FROM THE AGENT/OWNER OF THE LICENSED PREMISE TO SUSPEND TlUCWED^EVENT IS ONLY USING APORTION OF PREMISE.AGENT/OWNER WILL NEED TO SUSPEND Hi PORTION OF THE PREMISE.) SECTION 6 What is the purpose of this event?0On-site consumption Dotf-site (auction)DBoth section 7•~~«~„^^,Fountain Hills Community Center , Address of Location: 13001 N.La Montana Blvd.Fountain Hills,Maricopa,Arizona 85268 Stale Zip"5£t^^N" SECTION 8 Will this be stacked with a wine festival/craft distiller festival?Ofes 0No SECTION 9 Applicant must be a member of the qualifying organization and authorized by an Officer,Director or Chairperson of the Organization named in Section 1.(Authorizing signature is required in Section 13.) 1.Applicant:i^^L Jean last First 2.Applicant's mailing address:E.Glenpoint Drive Street 3.Applicant's home/cell phone: Middle Fountain Hills Date of Birth Arizona 85268 City state Z'P _Applicant's business phone: 4.Applicant's email address: 3/1/2016 Page 1 of 4 Individuals requiring ADA accommodations call (602)542-9027. redact redact redact redact redact redact redact redact redact redact redact redact aefcb ..~ ~ lb JIL i ^'-Se?t ^ii;i— Arizona Department of Liquor Licenses and Control 800 W Washington 5th Floor Phoenix,AZ 85007-2934 www.azIiquor.gov (602)542-5141 Application for Liquor License TvDe or Print with Black Ink APPLICATION FEE AND INTERIM PERMIT FEES (IF APPLICABLE)ARE NOT REFUNDABLE A service fee of $25 will be charged for all dishonored checks (A.R.S.$44-6852) SECTION 1 This application isfor a: __lnferim Permit (Complete Section 5) Hhtew License (Complete Sections 2,3,4,13,14,15,16) •Person Transfer (Complete Section 2,3,4,12,13,14,16) LJLocation Transfer (Bars and Liquor Stores Only) (Complete Section 2, 3, 4, 11, 13, 14, 16) •Probate/Will Assignment/Divorce Decree (Complete Sections 2, 3, 4,9,13,14,16) (Fee not required) •Government (Complete Sections 2,3,4,10,13,16) I I Seasonal SECTION 2 Type of Ownership: •J.T.W.R.O.S.(Complete Section 6) •individual (Complete Section 6) •Partnership (Complete Section 6) •Corporation (Complete Section 7) fxTLimited Liability Co (Complete Section 7) •club (Complete Section 8) •Government (Complete Section 10) •Trust (Complete Section 6) :_Tribe (Complete Section 6) •Other (Explain) SECTION 3 Type of license 1.Type of License:rF I L-license #yg&lfikS^J SECTION4 Applicants 1.Individual Owner/Agent's Name:5>e~/-f/s1 i7. i 2.Owner Name:Sc/<MtgZA ,LLC- M \C H4BL. (Ownership name for type ol ownership checked on section 2) 3.Business Name:THA'T G^y%Pi-ZtA (Exactly as it appears onthe exterior of premises)w|PwCQrM 0 4.Business Location Address:\fn 119*_S"<-r£fl fj>H/o-Fogt__-_fchUTj A2.g$26g rMAP-Udf* (Do notuse PO Box)Street *T1»W*|CHy State Zip Code County 5.Mailing Address:U^T_£S"h*g/j ft I^-fey^*^^^^__j_l5y2-6% (All correspondence will be mailed lo this address)Street *>1*£**"l"»*City State Zip Code 6.Business Phone:HpO""<kVfc?'~13 o (o Daytime Contact Phone:.. 7.Email Address: 8.Is the Business located within the incorporated limits ofthe above cityor town?j-TYesl INo 9.Does the Business location address have a street address for a City or Town but is actually in the boundaries of another City,Town or Tribal Reservation?I lYes[5$No If yes,what City, Town or Tribal Reservation isthis Business located in: REDACTED 10. Total Price paid for Series 6 Bar,Series 7 Beer &Wine Bar or Series 9 Liquor Store (license only)$. Fees: Interin enship Department Use Only_rtmenr Use Only _,.» _>f") __<_$__^L_ii___ Application Interim Permit Site Inspection Finger Prints Is Arizona Statement of Gtizenship &Alien Status for State Benefits complete?/*9^( Accepted by:|.•'_License #\7HJ>!ljB______l res 4/12/2016 page 1 of 8 Individuals requiring ADA accommodations please call (602)542-9027 &}£^PiP%4<0- Bi£___tsg Total of All Fees • No TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date:8/18/2016 Meeting Type:Regular Session Agenda Type:Consent Submitting Department:Community Services Staff Contact Information:Mark Mayer -(480)816-5190 -mmayer@fh.az.gov Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language):CONSIDERATION of approving the LANGUAGE that will appear on the plaque for the FDR statue that was recently approved Applicant:N/A Applicant Contact Information:N/A Owner:N/A Owner Contact Information:N/A Property Location:Fountain Park Related Ordinance,Policy or Guiding Principle:N/A Staff Summary (background):Staff was requested,based on the experience with the Thomas Jefferson plaque,that future quotes and facts used on dedication plaques be verified by staff and approved by the Town Council.Staff researched the quotes and information provided by the Public Art Committee through the FDR library and have verified the information that is attached as accurate. Risk Analysis (options or alternatives with implications):N/A Fiscal Impact (initial and ongoing costs;budget status):N/A Budget Reference (page number):N/A Funding Source:NA If Multiple Funds utilized,list here: Budgeted;if No,attach Budget Adjustment Form:NA Recommendation(s)by Board(s)or Commission(s):N/A Staff Recommendation(s):Staff is recommending approval of the proposed language List Attachment(s):Proposed language for the FDR plaque SUGGESTED MOTION (for Council use):Move to approve the language for the plaque as presented Page 1 of 2 Franklin Delano Roosevelt January 30, 1882 – April 12, 1945 Franklin Roosevelt spent most of his life in politics, where he tried to make life better for the average person. Although he was stricken with polio in 1921 at the age of 39, and confined to a wheelchair, he never gave up hope for continuing his political career. After serving as Governor of New York, Roosevelt was elected the 32nd President of the United States in 1932. He was the only President in American history elected to four consecutive terms. FDR, as many called him, would lead our nation through two of the greatest crises in its history, the Great Depression and World War Il. In his first inaugural address on March 4, 1933, he famously declared, "The only thing we have to fear is fear itself." During the Great Depression his administration created the New Deal reform programs with many acronym agencies, such as the Civilian Conservation Corp (CCC), Farm Security Administration (FSA), Tennessee Valley Authority (TVA) and Works Progress Administration (WPA). On August 14, 1935, he signed the Social Security Act. During his re-nomination speech in Philadelphia on June 27, 1936, he stated, "This generation of Americans has a rendezvous with destiny." Roosevelt's thirty fireside chats broadcast on radio between 1933 and 1944 were legendary, creating comfort for millions of Americans. In 1940 he stated, "We must be the great arsenal of democracy." Roosevelt also used a "lend-lease" policy to arm our allies during World War II. After the Japanese attack on Pearl Harbor on December 7, 1941, he gave his "a date which will live in infamy" speech to Congress, declaring war on Japan. FDR wrote his last speech for a radio broadcast the night before he died. In it, he stated that, "If civilization is to survive, we must cultivate the science of human relationships, the ability of all peoples, of all kinds, to live together and work together, in the same world, at peace." Franklin Delano Roosevelt died on Thursday April 12, 1945, in Warm Springs, Georgia. Formatting – lined up margins and spaces, removed a comma. 2748685.1 RESOLUTION 2016-19 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, ADOPTING THE TOWN OF FOUNTAIN HILLS GRANT ADMINISTRATION POLICY DATED AUGUST 18, 2016. BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. The Town of Fountain Hills Grant Administration Policy dated August 18, 2016 (the “Grant Administration Policy”), is hereby adopted in substantially the form and substance attached hereto as Exhibit A. SECTION 2. If any section, subsection, sentence, clause, phrase or portion of this Resolution or any part of the Grant Administration Policy adopted herein by reference is for any reason to be held invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions thereof. SECTION 3. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby authorized and directed to take all steps and to execute all documents 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, August 18, 2016. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Linda M. Kavanagh, Mayor Bevelyn J. Bender, Town Clerk REVIEWED BY: APPROVED AS TO FORM: Grady E. Miller, Town Manager Andrew J. McGuire, Town Attorney 2748685.1 EXHIBIT A TO RESOLUTION NO. 2016-19 [Grant Administration Policy] See following pages. Issued August 18, 2016 2253174.6 Town of Fountain Hills Grant Administration Policy i 2253174.6 TABLE OF CONTENTS INTRODUCTION ......................................................................................................................... 1 SECTION I: PURPOSE AND TOWN RESPONSIBILITIES .................................................. 2 1.1 Purpose for Submitting Grants ................................................................................................. 2 1.2 Fiduciary Responsibilities ........................................................................................................ 2 A. Internal Controls. .............................................................................................................. 2 B. Authority and Sources of Guidance .................................................................................. 3 C. Matching Funds ................................................................................................................ 4 1.3 Administrative Responsibilities ............................................................................................... 5 A. Developing Appropriate Grant Projects ............................................................................ 6 B. Grant Application Process ................................................................................................ 7 1. Finding Grant Opportunities. ..................................................................................... 7 2. Logging the Grant. ..................................................................................................... 7 3. Invitation to Pursue Grants. ....................................................................................... 7 4. Filling in the Form (Appendix A) to Pursue a Grant. ................................................ 8 5. Internal Approvals. .................................................................................................... 8 6. Writing the Grant. ...................................................................................................... 8 7. Legal Review. ............................................................................................................ 8 8. Town Council Approval. ........................................................................................... 8 9. Grant Approval Notification. ..................................................................................... 8 10. Implementation of the Grant. ..................................................................................... 9 11. Reporting Documents. ............................................................................................... 9 12. Closing the Grant. ...................................................................................................... 9 SECTION II: INDIVIDUAL ROLES AND RESPONSIBILITIES ........................................ 10 2.1 Town Attorney ....................................................................................................................... 10 2.2 Responsible Department ......................................................................................................... 10 2.3 Department Director ............................................................................................................... 10 2.4 Grant Project Manager ........................................................................................................... 11 A. Obligations Prior to Grant Submittal. ............................................................................. 11 ii 2253174.6 B. Financial Obligations after Grant Award. ....................................................................... 14 C. Administration Obligations after Grant Award. ............................................................. 14 2.5 Finance Division ..................................................................................................................... 16 2.6 Information Technology Division .......................................................................................... 17 2.7 Administrative Services Division ........................................................................................... 17 2.8 Other Affected Departments/Divisions .................................................................................. 17 SECTION III: GLOSSARY ....................................................................................................... 18 APPENDIX A: Grant Priority Template ....................................................................................... 25 APPENDIX B: OMB Circular and Publications Descriptions ...................................................... 26 APPENDIX C: Grant Project Profile Worksheet .......................................................................... 28 APPENDIX D: Grant Check List .................................................................................................. 29 1 2253174.6 INTRODUCTION The purpose of this grant administration policy is to establish uniform policies and procedures throughout the Town of Fountain Hills (the “Town”) to be used when applying for, accepting and administering federal, state, county, private foundation and corporate grants, sponsorships and donations. This document describes the grant administration process and identifies the roles and responsibilities of the Department Directors, Risk Management, Information Technology (“IT”), Finance and the Grant Project Manager. Definitions of certain terms can be found in Section III. Although this policy identifies certain departments and employees that are routinely involved in the administration of grants, this policy applies to all department employees who are programmatically or fiscally responsible for developing, implementing, administering, or reporting federal and other grant activity. For several reasons, it is essential for all Town departments and employees to adhere to the applicable provisions of federal, state and local laws, regulations, contracts and grant agreements, as well as the grant policies and procedures outlined in this policy, while administering grant-funded programs. First, noncompliance may result in Town sanctions and liabilities. Second, incorrect or irreconcilable financial activity and account balances recorded in the Town’s financial management system may adversely affect the integrity of Town financial reports and financial information reported to the grantor and the public. Third, it is necessary to help ensure that the Town is receiving the greatest possible economic benefit from the programs it administers. This policy is divided into three sections: Section I outlines the Town’s purpose for submitting grants and the Town’s overall fiduciary and administrative responsibilities including matching funds; Section II highlights the roles and responsibilities for each individual involved in administering grants; Section III contains a glossary of the relevant terms and resources. Appendices of internal forms and resources follow the glossary. Due to the complexity of grants, other documents should be used in tandem with this policy. In most instances, the grantor will provide specific guidance; in some occasions you will need to consult with other members of the management team and/or the Finance Division to research particular information. Grant trainings associated with writing and monitoring grants are optional but highly recommended. 2 2253174.6 SECTION I: PURPOSE AND TOWN RESPONSIBILITIES 1.1 Purpose for Submitting Grants A grant is a contribution or a gift of cash or other assets to be used or expended for a specified purpose, activity, project or facility. Grant agreements usually specify the maximum amount of funding, the scope of work to be done, the grant period (e.g. single or multi-year), and any special conditions applicable to the program. The Town’s purpose for the use of federal, state, county, private foundation and/or corporate grants (including sponsorships and donations) is to maximize external financial resources while protecting the integrity of the Town’s operational budget and long-term financial conditions. Therefore, all Town employees will only apply for grants that further Town Council’s goals and objectives, and support projects and programs that are consistent with the mission and priorities of the Town and its departments. To ensure that this occurs, all departments are required to submit a Grant Priority Form along with their annual budget requests (Appendix A). (Note: This process typically should take place during the Town’s budget process but can occur at any time during the year.) Department Directors are also responsible for approving all grants prior to submission to the Finance Division for Town Manager’s signature or electronic submission to the funding agency. 1.2 Fiduciary Responsibilities A. Internal Controls. When any employee of the Town of Fountain Hills applies for or accepts a grant, Town management assumes the responsibility for administering the grant and the financial assistance in accordance with the provisions of all applicable laws, regulations, contracts and grant agreements. In order to ensure that the Town fulfills its fiduciary and administrative responsibility, the Town management has established a system of internal controls designed to provide reasonable assurances regarding the achievement of Town-wide and program-level objectives in the following categories: 1. Effectiveness and efficiency of operations 2. Reliability of financial and programmatic reporting 3. Town compliance with applicable laws, regulations contracts, grant agreements and other compliance requirements 4. Transactions are properly accounted for and recorded 3 2253174.6 5. Transactions are executed in compliance with all laws, regulations and provisions of contracts and grant agreements that could have a material effect on federal and other programs 6. Funds, property and other assets are safeguarded against loss from unauthorized use or disposition To enhance cash management practices, it is the Town’s preference to receive funding on a cost reimbursement basis, unless specifically prohibited by the grantor. This basis minimizes the Town’s responsibility with respect to monitoring and administering interest earnings from grants. All requests for reimbursement shall be coordinated with the Finance Division. The Town’s preferred method of reimbursement is electronic funds transfers (“EFT”). However if EFT is not available, reimbursement checks shall be made payable to the Town of Fountain Hills and mailed to: Town of Fountain Hills c/o Finance Division 16705 E. Avenue of the Fountains Fountain Hills, Arizona 85268 In order to minimize foregone interest and to improve the Town’s cash flow, the Grant Project Managers and/or Finance Division shall draw down grant funding at least monthly, when applicable. The Finance Division shall review grant revenues and expenditures at least quarterly to verify that drawdowns are performed timely. B. Authority and Sources of Guidance This policy supplements the Town’s accounting procedures and serves as the general framework for departments to follow when applying for grants, negotiating the terms and conditions of grant agreements and administering grants. The policy is intended to provide consistent guidelines for grant administration to ensure optimum financial and administrative arrangements for the Town. In addition, the following is a list of federal circulars, publications, and regulations that provide grant management guidance. Each of these publications is available on the Internet and a brief description of the guidance can be found in the Appendix B of this policy. 1. OMB Uniform Guidance: Cost Principles, Audit, and Administrative Requirements for Federal Awards as codified in 2 CFR Part 200. 2. Codification of Governmentwide Grants Requirements by Department. http://www.whitehouse.gov/omb/grants_chart/ 4 2253174.6 3. Federal OMB Circular A-87, Cost Principles for State, Local, and Indian Tribal Governments (as codified in 2 CFR Part 200). 4. Federal OMB Circular A-110, Uniform Administrative Requirements for Grants and Agreements with Institution of Higher Education, Hospitals, and Other Non- Profit Organizations (as codified in 2 CFR Part 200). 5. Federal OMB Circular A-122, Cost Principles for Non-Profit Organizations (as codified in 2 CFR Part 200). 6. Federal OMB Circular A-133, Audits of States, Local Governments, and Organizations (as codified in 29 CFR Part 99). 7. Federal OMB Circular A-133, Compliance Supplement 2015. https://www.whitehouse.gov/omb/circulars/a133_compliance_supplement_2015 8. Catalog of Federal Domestic Assistance (CFDA). https://www.cfda.gov/ 9. Code of Federal Regulations (CFR). https://www.gpo.gov/fdsys/browse/collectionCfr.action?collectionCode=CFR C. Matching Funds The Town Council established a Grant Fund (special revenue fund, fund 400) to account for unanticipated grant application opportunities. Requests for matching funds (typically General Fund money) required as a condition of the grant application should be sent to the Finance Division for approval of availability prior to the decision to apply is made and as soon as the matching estimate is known. No project will be eligible for matching funds without approval from the Town Manager and, when necessary, the Town Council. If the grant project is assigned to the Grant Fund for Finance Division tracking purposes, matching funds required for future years on an annually renewable grant (e.g. COPS Universal Hiring) must be estimated and budgeted by the initiating department during the annual budgeting process. For example, there are federal, state and county grant programs that typically issue requests for proposals every year. The need for matching funds for these predictable opportunities must be estimated and budgeted by the department. In some cases, future grant opportunities can be predicted because enabling legislation has been passed. Community Oriented Policing Services (COPS), Community Development Block Grant (CDBG), HOME Investment Partnerships, Federal Transit Administration (FTA), Local 5 2253174.6 Transportation Assistance Fund (LTAF) and Homeland Security are examples of enabling legislation that preceded the implementation of these grant programs. Whenever possible, departments should plan for these types of opportunities to ensure that budget appropriation authority is adequate and potential matching funds are addressed during the annual budgeting process. If the department submits a supplemental request for matching funds for the above types of grant opportunities, the department should notify the Finance Division for assistance. If the request is approved, budget authorization for the supplemental amount will be placed in the Grant Fund and will be designated for the respective departments. 1.3 Administrative Responsibilities Grant funding should be considered primarily for one-time or time-limited projects (such as capital improvements) that do not have a significant long-term effect on the ongoing operating budget. Grants also may be appropriate start-up funding mechanisms for priority projects already identified in a department’s Grant Priority Form. Grants should not be used as the primary financing mechanism to create new ongoing programs or services or to add unbudgeted positions unless specifically approved by the Town Manager. Any grant application that requires the guaranteed continuation of grant-funded positions or graduated match resulting in full financial responsibility subsequent to termination of the grant, or that directly increases the Town’s ongoing operating cost, must be reviewed by the Town Manager and the Finance Division. The Town Manager, or Town Council (if the grant award meets or exceeds $30,000), shall have the final say on grant activities. In some instances, the Town Manager may request Town Council input regarding a grant application submittal. If a Town Council meeting is needed, but cannot be scheduled prior to a crucial grant application deadline, the Town Manager may authorize the department to apply for the grant so that it does not miss the crucial deadline. However, the department must withdraw the grant application if the Town Council later decides not to submit the grant. The Town may cosponsor, serve as fiscal agent, or join with multiple sponsored community- based consortia or other jurisdictions when the Town Council determines it will benefit Town residents. The Town shall not act solely as fiscal agent for non-profit entities without consultation with the Finance Division and specific direction and approval from the Town Manager after his consultation with the Town Attorney. 6 2253174.6 A. Developing Appropriate Grant Projects Grant writing and grant management take a considerable investment of time and resources. When considering whether to apply for a particular grant, the initiating department must consider the following: 1. Will the grant help the Town attain an objective and secure infrastructure investments that fit into the Town’s and the department’s priorities? 2. Is the grant-supported service a high priority for the Town Council, the department and the public as evidenced by planning documents, inclusion in the Capital Improvement Plan (“CIP”), local resources commitment, or other documentation that identifies the need and service levels? 3. Can other community agencies be identified that provide or could provide the same or similar services, and can it be articulated why the Town is a more efficient and cost-effective provider? 4. Can this grant obtain sufficient budget appropriations and, if matching funds are required, will that match come from the department’s operating budget, authorized CIP funding or another budget source? 5. If administrative and indirect costs, as well as department resources (Finance, Risk Management, etc.) are involved, have these departments/divisions been consulted and are the costs eligible for grant reimbursement? 6. What is the likely funding source for continuing the project/program or services, or is there a plan for terminating the grant-supported activities? 7. Is the benefit derived from the grant sufficient to justify the cost involved in administering the grant, or will the grant leverage other funding sources and/or foster more creative public-private partnership arrangements? 8. Is this item from a sole source vendor or can other companies supply a competitive price? 9. Does the program have special property, liability or other insurance requirements? If so, has the incremental cost of such requirements been factored into the overall cost-benefit analysis? 7 2253174.6 10. Can the program be housed within existing space? If not, are requirements for additional or renovated space and equipment consistent with the Town’s plans and available funding? 11. Will the program require additional staff? If so, is the staffing increase in conformity with the Town’s plans, budget and available monies? 12. Is the proposed program budget sufficiently detailed (i.e., have all the direct and indirect costs such as salaries, ERE (employee-related expenses), supplies and materials, equipment, travel, computers, consultants, allocated administrative and internal service costs been identified and accounted for)? 13. If the grant is a donation, is it coming from an agency that has already donated to another town? If so, should you wait to request a donation or should you allow another department to apply from this source? Please see the Grant Check List (Appendix D) for more details. B. Grant Application Process The Town has a methodology to help track grants and ensure that programs are managed and meet program compliance. The grant application process consists of 12 steps that require the involvement of various staff members. The following steps are a general outline of the process, with individual responsibilities relating to the process set forth in Section II. 1. Finding Grant Opportunities. The Department Directors and/or staff seek grant opportunities for the Town. This process is done through various search engines to which the Town has access. Town staff also has access to grant opportunities as they often become available in their specific lines of work. Prior to submitting the grant application, the applicant is required to obtain confirmation of the availability of any matching funds from the Finance Division as well as Town Manager approval (and Town Council approval if the grant award meets or exceeds $30,000). 2. Logging the Grant. Once an opportunity has been found, the applicant will notify the Finance Division, which will log the grant into an Excel file. During this step, a grant number will be assigned. 3. Invitation to Pursue Grants. Once the approval is obtained and a grant is logged, the applicant has permission to pursue the grant. 8 2253174.6 4. Filling in the Form (Appendix A) to Pursue a Grant. The person pursuing the grant automatically becomes the “Grant Project Manager” for that grant. The Grant Project Manager fills in information pertaining to the project’s ability to meet Town Council’s goals and the Town’s ability to meet all maintenance and reporting requirements and financial obligations. 5. Internal Approvals. Once the form is complete, the Grant Project Manager will submit it to his/her Department Director. If the Department Director determines the grant meets the requirements of this policy, he/she will approve it and route it to Finance, Risk Management, IT and any other necessary departments/divisions for internal approval. 6. Writing the Grant. The Grant Project Managers should always attempt to fill out the grant application first. They are the experts on the topic and should provide as much information as they can about the project for which they are seeking funding. 7. Legal Review. The Grant Project Manager should prepare and submit to the Town Attorney a Request for Legal Services according to the legal request process established by the Town. The Town Attorney will review the grant application and send it back to the Grant Project Manager with any required changes. The Grant Project Manager will obtain the Town Manager signature on the cover letter before submitting the grant application. 8. Town Council Approval. Town Council approval, by Resolution, is required when (i) the grant requires it, (ii) the grant meets or exceeds $30,000 or (iii) the grant requires a contractual agreement. In those cases, the Grant Project Manager will generate an Agenda Action Form and request updates and approval from the Department Director. The Grant Project Manager, in accordance with Town Council agenda packet deadlines, will take the item to the next available Town Council meeting. The Grant Project Manager also will ensure that all awarded grant contracts, regardless of the amount, are approved by the Town Attorney. The Grant Project Manager must follow all other procurement and grant contract requirements. These requirements include a staff report for bids on grant-funded equipment and carrying over funding and appropriations to the next fiscal year when necessary. 9. Grant Approval Notification. The Grant Project Manager shall be responsible for tracking all awarded and denied grants. Once a letter for approval has been received, the Grant Project Manager will submit all of the necessary documents to the Finance Division who will enter the data into the grant management system. 9 2253174.6 10. Implementation of the Grant. It is the responsibility of the Grant Project Manager to implement the grant in accordance with the contract and all applicable laws and regulations. During this process, the Grant Project Manager should work with the Finance Division and the granting agency. The Grant Project Manager will be responsible for ensuring that all compliance items are met. The Grant Project Manager should be aware of federal laws and regulations as they relate to the grant project and should seek legal advice from the Town Attorney if the Town’s obligations are unclear. 11. Reporting Documents. All reports are to be completed by the Grant Project Manager on time and in conjunction with the Finance Division (when necessary). Copies of reports shall be retained by the Grant Project Manager and Finance Division and retained for the time period specified in the current Town and/or State of Arizona (“State”) approved record retention schedules or as indicated within the grant contract (whichever is longer). 12. Closing the Grant. Grants will be closed only when a letter of completion or compliance has been obtained from the grantor. All grant activity should remain open until the funding has been fully spent down. Grant Project Managers should not close any grants without the written consent from the Finance Division. This process will help safeguard against any programmatic and/or financial discrepancies. Once the grant is closed, the Finance Division will send a hardcopy of all the grant activity to the Grant Project Manager to be retained until the date at which the records can be destroyed according to the current Town and/or State approved record retention schedules or as indicated within the grant contract (whichever is longer). 10 2253174.6 SECTION II: INDIVIDUAL ROLES AND RESPONSIBILITIES In an effort to ensure that all grants are administered in a consistent manner, the following policies have been designed to set forth the role of each staff member that is involved with the grant projects. 2.1 Town Attorney The Town Attorney shall approve all contracts, grant agreements, memoranda of understanding, intergovernmental agreements and any other binding documents prior to signature from the Town Manager or Mayor. The legal request process established by the Town is to be followed. 2.2 Responsible Department The “Responsible Department” is the department of the Grant Project Manager. The Responsible Department shall maintain all hardcopies of grant activities and shall maintain grant information for the time period specified in the current Town and/or State approved record retention schedules or as indicated within the grant contract (whichever is longer). 2.3 Department Director A. Department Directors are responsible for submitting a Grant Priority Form with their budget requests each year, if applicable, or as promptly as possible if their requests do not coincide with the timing of budget requests. The forms shall outline all of the programs and projects that the Directors would like to pursue during the fiscal year. Department Directors shall not approve any grant requests not included in the Grant Priority Form unless they have received the Town Manager’s approval. B. Directors should refer to the Grant Check List (Appendix D) before approving a grant. C. Department Directors are responsible for reviewing and approving grant requests that come from their department’s staff members. This review includes, but is not limited to, the grant requirements, implementation commitments and reporting requirements. Directors should not approve any grants that they do not have the financial and personnel resources to successfully administer. D. Department Directors shall approve or deny a grant request within three Town business days. If the Director is not available to approve a grant, he/she should assign an alternate staff person or his/her supervisor to conduct this duty. 11 2253174.6 E. The Department Director shall forward any approved grant request to Finance, Risk Management, IT and any other necessary departments/divisions, as appropriate, for internal approval. If the grant request is not universally approved by the other departments/divisions, the Department Director, Finance Division and the other approving entity shall attempt to arrive at a resolution. If unsuccessful, the Department Director shall take his/her concerns to the Town Manager. F. Department Directors are responsible for assigning responsible staff members to serve as Grant Project Managers to oversee grants. If a Grant Project Manager leaves his/her employment with the Town, then the duty of the Grant Project Manager will be reassigned to another staff member. The transition of the Grant Project Manager should be conducted through written correspondence that includes the Town Manager and the Finance Division. G. Department Directors will work with the Finance Division when there are issues with the Grant Project Manager’s inability to successfully implement grant activities. 2.4 Grant Project Manager A. Obligations Prior to Grant Submittal. 1. The Grant Project Manager is encouraged to attend at least one grant training program associated with writing and monitoring grants and one Finance Division meeting prior to submitting a grant application. 2. Grant Project Managers should seek out grant opportunities in their lines of work. 3. The Grant Project Manager shall not request to apply for a grant until he/she has reviewed the request for proposal thoroughly and considered the merits of the project as it relates to the Town’s objections and reviewed the requirements related to the potential grant request. 4. The Grant Project Manager shall work with his/her supervisor and/or Department Director by having an informal conversation about the grant prior to submitting a request to pursue a grant. 5. Once the Grant Project Manager decides to apply for a grant, he/she shall notify the Finance Division and complete a Grant Project Profile Worksheet as thoroughly as possible. INCOMPLETE FORMS ARE SUBJECT TO REJECTION. The Finance Division will log the grant into an Excel file as part of 12 2253174.6 the grant management system. The Grant Project Manager should be prepared to provide the following information when requesting to apply for a grant: a. A project description that explains what the funding will be used for and how it will benefit the Town, including a detailed budget by revenue and expenditure. The Grant Project Manager should work with the Finance Division regarding any financial concerns. b. Anticipated project cost, any ongoing or post-grant cost impact or revenues and the source of matching funds. c. The Town Council/department goals the grant supports. d. Identify if the grant will need to be supported by IT, if necessary. e. Identify if the grant requires equipment purchases and/or maintenance. f. Identify if the grant requires additional insurance. g. Identify if other departments will be affected by the grant and include confirmation that the affected departments’ directors support the grant. h. The tentative timeline for the project implementation. i. Identify any partners in the grant, including a support letter/resolution that refers to the partner’s level of commitment. 6. The Grant Project Manager shall contact Risk Management for approval to submit grant applications that involve and/or require equipment training. The following is a list of questions that the Grant Project Manager should be prepared to answer: a. Will you be purchasing any equipment that requires training? b. If so, what type of equipment? c. If so, what type of training is necessary? d. Will the equipment require the Town to purchase additional insurance to fulfill the grant requirements and obligations? If so, forward a copy of those requirements to Risk Management. 13 2253174.6 e. Have you allocated training cost into your grant? f. Will ongoing trainings be necessary? g. If so, who will provide the trainings? 7. The Grant Project Manager shall contact IT for approval to submit any grants that will involve computer equipment and/or server space. The Grant Project Manager shall meet with IT to ensure that the budget allocations are appropriate and that computer technology is compatible. This contact must be done in person while pursuing the grant. The Grant Project Manager shall put detailed information in the form so that IT can make an informed decision. Upon the receipt of the computer equipment, the Grant Project Manager shall follow up with IT to ensure that they are aware of any programmatic requirements associated with the grant. The following is a list of questions that the Grant Project Manager should be prepared to answer: a. Will any technology equipment be purchased with the grant? b. If so, what type of equipment? c. What is the life expectancy of the equipment? d. How do you intend to pay for the replacement and repairs associated with the equipment? 8. The Grant Program Manager shall submit the grant request to the Administrative Services Division and the Town Attorney prior to submittal and prior to any required Town Council approval. 9. If Town Council approval is necessary for the submittal/approval of the grant, the Grant Project Manager will work with the Town Clerk to prepare a Town Council report, in accordance with the legal request process and Town Council agenda packet deadlines. Town Council packets are prepared one week prior to the first and third Thursday of the month. 14 2253174.6 B. Financial Obligations after Grant Award. 1. The Grant Project Manager shall notify the Finance Division about any grant awards and shall provide all documents associated with the grant to the Finance Division so that it may be recorded and entered. 2. The Grant Project Manager shall request revenue and expenditure budget costs for the grant award and anticipated expenditures from the Finance Division to ensure that the financial obligations of the grants are being accurately administered. 3. The Grant Project Manager is responsible for providing annual revenue and expenditure projections to the Finance Division to ensure that such projections are integrated into the Town’s formal, annual budget process. Such projections must be submitted within the required budget process timelines. 4. If the Grant Project Manager receives a check, he/she must hand-carry it to the Finance Division on the same business day. If the check cannot be transported in the same day, it must be safely locked up and delivered to the Finance Division on the next business day. C. Administration Obligations after Grant Award. 1. All purchases with grant funding must be in accordance with the Town’s procurement procedures, which include purchases using the Town’s Procurement Card. 2. All purchases also shall be in accordance with the grant agreement. If any questions regarding purchasing arise, the Grant Project Manager shall contact the Finance Division to clarify the proper procedure. 3. The Grant Project Manager is responsible for ensuring that any in-kind match is documented and that grant documentation is retained with other grant-related records for the time period specified in the current Town and/or State approved record retention schedules or as indicated within the grant contract (whichever is longer). Program income, including revenue and earned interest as well as in-kind match, must be handled according to grant guidelines and OMB Circulars A-87 and A-102 (as codified in 2 CFR Part 200), if applicable. 4. The Grant Project Manager shall request to expend funds by the termination date noted on the grant agreement. Expenditures encumbered prior to the award date or 15 2253174.6 after the termination date may not be eligible for reimbursement. An extension of the grant may be requested in the event that the programmatic goals have not been met or funding remains. The request for extension should be coordinated with the Finance Division. 5. The Grant Project Manager shall be familiar with the programmatic and administrative requirements of the grant and shall comply with these requirements including the cost principles and administrative guidelines. Many grantors will provide this information in the application packet instruction and/or the award documents. 6. The Grant Project Manager is responsible for reporting requirements. Submissions of programmatic and financial reports shall be accomplished in accordance with the guidelines specified in the grant contract or agreement. The Grant Project Manager is responsible for program implementation, management, evaluation, documentation and ensuring compliance with contract financial and narrative and reporting requirements. a. The Grant Project Manager shall be responsible for providing financial information to the Finance Division. This information must be provided as soon as possible and not less than one week prior to the reporting deadline. The Grant Project Manager shall review with the Finance Division the grant financial report due dates as soon as possible after the grant/project has been awarded. The Grant Project Manager also shall notify the Finance Division of upcoming reporting deadlines at least one week prior to the due date(s). The Grant Project Manager is responsible for reviewing the financial reports that are prepared by the Finance Division. If there are any discrepancies in the report, it should be brought to the attention of the Finance Division. b. If the Grant Project Manager submits a financial or programmatic report, copies of that report shall be sent to the Finance Division within one week. 7. The Grant Project Manager shall notify the Finance Division about any scheduled audits or site visits as soon as the Town or Grant Project Manager is notified of such audits and site visits. 8. The Grant Project Manager shall work closely with the Finance Division when closing out grants. Project closeout activities shall include completion of the final programmatic and financial reports, determination of obligated and unobligated cash balances and completion of necessary accounting entries. All project files 16 2253174.6 shall be combined and retained by the Grant Project Manager. The Grant Project Manager shall not certify that a grant is closed without written consent from the Finance Division. 9. The Grant Project Manager shall inventory equipment purchased for his/her area of control and submit inventory records to the Finance Division. Records for equipment, non-expendable personal property and real property shall be retained for the time period specified in the current Town and/or State approved record retention schedules or as indicated within the grant contract (whichever is longer). 2.5 Finance Division A. The Finance Division shall use the itemized budget prepared by the Grant Project Manager to support general ledger account and budget set up for the grant. B. The Finance Division shall be available to assist with setting up detailed budget plans when necessary. C. The Finance Division shall work with the Grant Project Manager to determine the budget and account code for the respective grants. D. The Finance Division will base all requested funds on the expenditures already incurred or amounts required for immediate disbursement. E. The Finance Division shall maintain records of revenues requested and received by the Town and reconcile the grant receivable accounts. F. If the Finance Division receives a check from a grantor, it shall notify the Grant Project Manager promptly. G. The Finance Division shall not commingle grant funding even if there are multiple grants for the same project. The Finance Division will establish separate records for each project to avoid commingling of project funds. H. The Finance Division shall be responsible for coordinating the financial reporting of all grants and preparing a majority of financial reports submitted to grantor agencies by the Grant Project Manager. I. The Town’s Finance Director shall schedule, monitor and ensure timely completion of all required audits in conformity with guidelines required by the Uniform Guidance, if applicable. 17 2253174.6 J. The Finance Division shall have primary oversight responsibility for stewardship of Town capital assets, but individual departments shall assist the Finance Division. In addition, the individual departments shall be responsible for stewardship for all noncapital Town assets that are determined to be high-risk-of-loss assets. K. The Procurement Agent as designated in the Town’s Procurement Policy will work with the Grant Project Manager to ensure that procurement procedures have been properly followed. 2.6 Information Technology Division A. IT shall approve or deny a grant request promptly. B. IT shall work with the Grant Project Manager when requesting computer and/or technology equipment. 2.7 Administrative Services Division A. The Administrative Services Division shall assist the Grant Project Manager with grant funded positions. B. All grant funded positions will be defined as limited appointments. C. The Administrative Services Division will update the Town’s Policies and Procedures relating to grant-funded positions as necessary to comply with federal grant requirements. D. The Administration Services Division shall work with the Grant Project Manager to ensure that all insurance requests are appropriate for the Town. E. The Administration Services Division shall work with the Grant Project Manager to determine appropriate training for equipment purchases, if applicable. 2.8 Other Affected Departments/Divisions Other departments/divisions shall make themselves available to consult with the department seeking grant funding. This consultation will be coordinated by the Grant Project Manager when necessary. 18 2253174.6 SECTION III: GLOSSARY Accounts Payable Check Processing: Accounts Payable processes vendor payments and prepares checks for signature. The general ledger is automatically updated by the Accounts Payable module of the general ledger accounting system at the time of entry. Accounts Payable checks are signed electronically. Accounts Payable sends the checks to the vendor. The electronic record copy of each purchase order is maintained in the Accounts Payable system. Advanced Funding: A funding technique where program monies are received in advance of expenditures. Common forms of advance funding include checks and electronic fund transfers. Auditee: Any nonfederal entity that expends federal awards which must be audited under the Single Audit Act, as amended. Auditor: A public accountant or a federal, state or local government audit organization that meets the general standards specified in generally accepted government auditing standards (GAGAS). Audit Finding: Deficiencies the auditor is required to report in the Schedule of Findings and Questioned Costs. Block Grant: Grants which combine funding for a broad purpose such as community development or energy efficiency. Community Development Block Grants are one of the most famous block grants. Categorical Grants: Grants awarded for a specific, limited purpose such as a library grant or a construction grant. Catalog of Federal Domestic Assistance (CFDA) Number: The number assigned to a federal program in the CFDA. If a grant award includes federal funds, then the CFDA number for those funds must be determined for proper disclosure on the federal Schedule of Expenditures of Federal Awards. Visit: https://www.cfda.gov/ Commingling of Funds: The Town is prohibited from combining its funds with grant/project awards of federal or other agencies. Each award must be accounted for separately. The Town is also prohibited from combining funds on either a program-by-program basis or a project-by- project basis. Funds specifically budgeted and/or received for one program or project may not be used to support another. The Town’s financial management system and supporting records must demonstrate that such funds were not commingled. 19 2253174.6 Common Rule: On March 12, 1987, the President directed the federal grant making agencies to issue a grants management common rule to adopt government wide terms and conditions for grants to states and local governments. In 1988, OMB revised Circular A-102 to include guidance to federal agencies on matters not covered by the grants management common rule. The attachments to Circular A-102 were replaced by the grants management common rule. OMB maintains a chart which includes the locations of federal agency codifications of the grants management common rule. It is important for a grantee to review the regulations of their federal awarding agency. Visit: http://www.whitehouse.gov/omb/grants_chart/ Competitive Bidding Proposal: Purchases of $30,000 or more require a competitive bidding procedure. To begin this process, departmental personnel shall write a scope of work and/or specifications and provide to Procurement for preparation of the Request for Proposals/Request for Statements of Qualifications and/or Invitation for Bids, as applicable. Procurement sends these documents to the Town Attorney for the final solicitation documentation through the legal request process established by the Town. The bids are then given to the appropriate department for review. Proposals and Statement of Qualifications go through an alternative process. Upon selection of the successful vendor, the bid/proposal/statements of qualifications are provided to the Town Clerk’s Office together with a Contract Submittal Form. The contract documents are provided to and prepared by the Town Attorney for submittal to the Town Council for approval. The Town Clerk’s Office processes and distributes the executed contract documents. The Finance Division maintains the electronic contract documents. Once approved by the Town Council, department personnel issue the requisition for purchase order. Procurement issues the purchase order. Cooperative Agreement: Similar to grants except that the awarding agency is usually substantially involved in the activity funding by the program. Cost Reimbursement: A funding technique where the Town must submit periodic claims or draws down funding under letter(s) of credit for allowable program expenditures already incurred. The awarding agency reimburses the Town for eligible expenditures up to the maximum amount specified in the grant agreement. Cognizant Agency: The federal agency responsible for reviewing, negotiating and approving cost allocation plans or indirect cost proposals developed under federal OMB Circular A-87 (as codified in 2 CFR Part 200) on behalf of all federal agencies. Extensions: A request from the grantor for more time to spend down funding and or complete programmatic goals. Requests for extensions are normally required prior to the grant ending date. 20 2253174.6 Federal Award: Federal financial assistance and federal cost-reimbursement contracts that non- federal entities receive directly from the federal awarding agencies or indirectly from pass- through entities. Federal Awarding Agency: The federal agency that provides an award directly to the recipient. Federal Financial Assistance: Assistance that nonfederal entities receive or administer in the form of grants, loans, loan guarantees, property (including donated surplus property), cooperative agreements, interest subsidies, insurance, food commodities, direct appropriations and other assistance. Federal Funding Percentage: The percentage of grant award that is federally funded. Federal OMB Circular A-87, Cost Principles for State, Local and Indian Tribal Governments (as codified in 2 CFR Part 200): This circular establishes principles and standards for determining costs for federal awards carried out through grants, cost reimbursement contracts and other agreements with state and local governments and federally-recognized Indian Tribal governments. Federal OMB Circular A-102, Grants and Cooperative Agreements with State and Local Governments Common Rule (as codified in 2 CFR Part 200): This circular establishes consistency and uniformity among federal agencies and federal grantees and sub-grantees (sub- recipients) in the management of grants and cooperative agreements with state, local and federally-recognized Indian Tribal governments. (Please be aware that the federal awarding agency’s Implementing Rules may have administrative requirements that differ from the Common Rule requirements. Therefore, it is imperative that the Grant Project Manager review the federal agency’s Implementing Rules to ensure that the Town is in compliance with the applicable administrative requirements. The Implementing Rules are outlined in the applicable Code of Federal Regulations.) Federal OMB Circular A-110, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations (as codified in 2 CFR Part 200): This circular sets forth standards for obtaining consistency and uniformity among grantees and sub-grantees (sub-recipients) in the management of grants and cooperative agreements with institutions of higher education, hospitals and other non-profit organizations. Federal OMB A-122, Cost Principles for Non-Profit Organization (as codified in 2 CFR Part 200): This circular establishes principles and standards for determining the costs of federal grants, contract and other agreements with non-profit organizations. The principles are designed 21 2253174.6 to provide that the federal government bears its fair share of costs except where restricted or prohibited by law. Federal OMB A-133, Audits of State, Local Governments, and Non-Profit Organizations (as codified in 29 CFR Part 99): This circular is issued pursuant to the Single Audit Act of 1984, P.L. 98502, and the Single Audit Act Amendment of 1996 P.L. 104-156. It sets forth standards for obtaining consistency and uniformity among federal agencies for the audit of states, local governments and non-profit organizations expending federal awards. Federal OMB A-133 Compliance Supplement 2015: The Compliance Supplement is based on the requirements of the Single Audit Act Amendments of 1996, as amended, and 1997 revisions to OMB Circular A-133, which provided for the issuance of a Compliance Supplement to assist auditors in performing the required audits. (While the Supplement is intended to provide a tool to both federal grantor agencies and auditors in setting forth the important provisions of federal assistance programs, it also provides guidance to recipients of federal assisted programs. It includes program objectives, procedures, and compliance requirements.) Visit: https://www.whitehouse.gov/omb/circulars/a133_compliance_supplement_2015 Grant Fund: A fund created by the Town Council (Special Revenue Fund – Fund 400) to provide accounting for grant opportunities that arise during each fiscal year. Grantor Agency: The federal, state, local or private agency or organization that provided the grant funding and/or grant funding oversight. Grant Award Budget: The budget for the awarded grant that is based on the amount and breakdown of the award. The budget may be for less than, equal to, or greater than one year. Grant Award Period: The period of time for which the grant is awarded. Grant Contract: A contract that defines the grant’s requirements and restrictions. The Grant Project Manager shall provide the Finance Division a complete, approved signed copy of each grant contract. Grant Description: Description of the grant or contracted services. Grantee: The organization that receives a grant directly from the grantor agency and assumes legal and financial responsibility and accountability both for the awarded funds and for the performance of the grant-supported activity. Grant Management System: The Town’s data collection system for grants that provides information about grants utilized by the Town, from the initial information stage during the grant application process to the tracking of proceeds and expenditures after the grant is awarded and 22 2253174.6 accepted. The system might consist of an integrated solution or a combination of an Excel file for the initial stage and MUNIS for tracking after the grant award. Grant Number: At least one grant number must be assigned to uniquely identify and track each grant award except for federal grants. All federal grants must be identified and tracked using two external grant numbers: (1) CFDA number assigned by the federal awarding agency and (2) grant/contract/IGA number assigned by the grantor or pass-through agency. The Town also uses an internal numbering system for grants. Grant Priority Form: An internal form that accompanies each department’s budget request at the beginning of each fiscal year or whenever a grant becomes available. Departments must follow their priority list when considering the submittal of grants. Grant Project Manager: The person managing the grant and responsible for compliance with the terms of the applicable grant including the appropriate records retention. Grants: A grant is a contribution or gift of cash or other assets to be used or expended for a specified purpose, activity, project or facility. Grant agreements usually specify the maximum amount of funding, the scope of work to be done, the grant period (e.g., single or multi-year) and any special conditions applicable to the program. Indirect Costs: Those costs incurred for a common or Town-wide objective that benefits more than one grant program or project. Such costs are not readily assignable to the cost objective specifically benefited. In-Kind Contributions: Contributions in the form of goods and/or services rather than in cash. Invoice Process: Original invoices are sent directly to Accounts Payable. Copies of invoices are sent to the respective department for approval of payment. The payment request is accomplished based on the purchase order number that was previously approved by the general ledger accounting system. Copies of the check register reports are maintained in Accounts Payable and are submitted for approval to the Finance Director, Town Manager, Town Clerk and Mayor. Lead Agency: The agency that will be responsible for assuring that compliance of grant requirements when multiple agencies are involved in a grant. MUNIS: The Town-wide financial management and accounting software system administered by the Finance Division. The MUNIS general ledger and related records represent the Town’s official financial records and, therefore, all program financial activity and related account balances must be recorded in the general ledger. (If the Grant Project Manager maintains program financial activity and account balances information outside of MUNIS, the Grant Project Manager must ensure that the supplemental records reconcile to MUNIS.) 23 2253174.6 One-time Grants: Funding from a grantor agency that is provided for a limited duration for a specified project and/or program. Ongoing Grants: The funding from a grantor agency which is expected to be provided year after year for a specified program or project. Partnership Grants: Grants which require a binding agreement with another agency for the purpose of implementing a comprehensive program. The Town may co-sponsor, serve as fiscal agent or join with multiple sponsored community-based consortia or other jurisdictions when clear public benefit to Town residents can be demonstrated. The Town shall not act solely as fiscal agent for non-profit entities without specific direction and approval from the Town Manager and Town Attorney and in consultation with the Finance Division. Pass-Through Grantor: An entity that provides awards to a sub-recipient in order to carry out a program. Retention Period: Project records must be maintained for the required period after the awarding agency determined that the grantee has met all the project requirements and the project has been accepted for closeout. Records shall be maintained for a minimum of three years depending on the grant. All grant and project records shall be uploaded into the Town’s system and hardcopies of the grant shall be maintained and retained according to the State’s records retention schedules. All financial records will be housed in the Finance Division. Shared Revenues: Revenues levied by another governmental entity and shared with the Town. They are generally distributed on a predetermined basis, often in proportion of the amount collected from within the state or county. Signature of Authority: The Town Manager is the signature authority for all grant submittals and expenditures. Single Audit Act of 1984 and Amendments of 1996: Requires governmental entities that spend over $300,000 a year in federal awards to prepare a Schedule of Expenditures of Federal Awards (SEFA), which is audited annually. (OMB Circular A-l33 revised this threshold to $750,000 beginning in 2015.) This schedule is the responsibility of the Town Finance Division. OMB Circular A-133 incorporates the requirements of the Single Audit Act. Copies of the Town’s most recent Single Audit Reporting Package are available upon request from the Finance Division. The Single Audit Act was enacted to ensure the accurate accounting of federal grant funds are in compliance with program standards. Material noncompliance findings cited in the Town’s Single Audit Reporting Package, including failure to accurately report federal expenditures on the 24 2253174.6 Schedule of Expenditures of Federal Awards, could result in loss of grant funding. Grantors are required to monitor their sub-recipient’s single audit findings to help ensure that findings are corrected. The Finance Division and the department administering the grant ensures that grant activity is accurately reported on both the grantor financial reports filed with the grantor agencies and the Schedule of Expenditures of Federal Awards prepared by the Finance Division for the Town’s Single Audit Reporting Package. Supplanting: Under federal and state requirements, the Town may use federal or state funds to supplement and/or increase the level of funds associated with a project. A Town may not use federal or state funds to offset the cost of a project that has funding appropriation within the Town’s budget. If a federal or state grant has supplanting requirements, the Town shall not deliberately use the federal/state funds to reduce federal, state or local funds already appropriated for the same purpose. If for some reason, a reduction in the program level of effort for funding occurs, the Town may be required to provide documentation that the reduction did not occur as a result of supplanting. Town Council Action: The process by which Town Council members review projects to determine if they will approve or deny the Town’s involvement. All grants that require a Resolution (as noted in the application/approval package) shall go to Town Council. All grants that are equal to or in excess of $30,000 also are required to have Town Council action. 25 2253174.6 APPENDIX A: Grant Priority Template Department: Grant Request Project List for FY __-__ Project Name Council Goal/CIP Relation Brief Description Target Dates Priority Funding Amounts Grant Opportunities Alternative Plan if not funded by grants Potential Project Manager This form can be found on the Intranet under Document Library. 26 2253174.6 APPENDIX B: OMB Circular and Publications Descriptions Catalog of Federal Domestic Assistance: This site provides a full listing of all federal programs available to state and local governments (including the District of Columbia); federally- recognized Indian tribal governments; territories (and possessions) of the United States; domestic public, quasi- public, and private profit and non-profit organizations and institutions; specialized groups; and individuals. Visit: https://www.cfda.gov/ Code of Federal Regulations (CFR): This site provides the codification of the general and permanent rules published in the Federal Register by the departments and agencies of the federal government. Visit: https://www.gpo.gov/fdsys/browse/collectionCfr.action?collectionCode=CFR Federal OMB Circular A-87, Cost Principles for State, Local and Indian Tribal Governments (as codified in 2 CFR Part 200): This circular establishes principles and standards for determining costs for federal awards carried out through grants, cost reimbursement contracts, and other agreements with state and local governments and federally-recognized Indian Tribal governments. Federal OMB Circular A-102, Grants and Cooperative Agreements with State and Local Governments Common Rule (as codified in 2 CFR Part 200): This circular establishes consistency and uniformity among federal agencies and federal grantees and sub-grantees (sub- recipients) in the management of grants and cooperative agreements with state, local, and federally recognized Indian Tribal governments. Federal OMB Circular A-110, Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations (as codified in 2 CFR Part 200): This circular sets forth standards for obtaining consistency and uniformity among grantees and sub-grantees (sub-recipients) in the management of grants and cooperative agreements with institutions of higher education, hospitals and other non-profit organizations. Federal OMB A-122, Cost Principles for Non-Profit Organization (as codified in 2 CFR Part 200): This circular establishes principles and standards for determine cost of federal grants, contract and other agreements with non-profit organization. The principles are designed to provide that the federal government bears its fair share of costs except where restricted or prohibited by law. Federal OMB A-133, Audits of State, Local Governments, and Non-Profit Organizations (as codified in 29 CFR Part 99): This circular is issued pursuant to the Single Audit Act of 27 2253174.6 1984, P.L. 98502, and the Single Audit Act Amendment of 1996 P.L. 104-156. It sets forth standards for obtaining consistency and uniformity among federal agencies for the audit of states, local governments and non-profit organizations expending federal awards. Federal OMB A-133 Compliance Supplement 2015: The compliance supplement is based on the requirements of the Single Audit Act Amendments of 1996 and 1997 revisions to OMB Circular A-133, which provided for the issuance of a compliance supplement to assist auditors in performing the required audits. While supplement is intended to provide a tool to both federal grantor agencies and auditors in setting forth the important provisions of federal assistance programs, it also provides guidance to recipients of federal assisted programs. It includes program objectives, procedures, and compliance requirements. Visit: https://www.whitehouse.gov/omb/circulars/a133_compliance_supplement_2015 Grants Management Common Rule: On March 12, 1987, the President directed the federal grant making agencies to issue a grants management common rule to adopt government wide terms and conditions for grants to states and local governments. In 1988, OMB revised Circular A-102 to include guidance to federal agencies on matters not covered by the grants management common rule. The attachments to Circular A-102 were replaced by the grants management common rule. OMB maintains a chart which includes the locations of federal agency codifications of the grants management common rule. It is important for a grantee to review the regulations of their federal awarding agency. Visit: http://www.whitehouse.gov/omb/grants_chart/ Single Audit Act of 1984 and Amendments of 1996: The Act requires governmental entities that spend over $300,000 a year in federal awards to prepare a Schedule of Expenditures of Federal Awards (SEFA), which is audited annually. (OMB Circular A-l33 revised this threshold to $750,000 beginning in 2015.) This is the responsibility of the Town Finance Division. OMB Circular A-133 incorporates the requirements of the Single Audit Act. Copies of the Town’s most recent Single Audit Reporting Package are available upon request from the Finance Division. The Single Audit Act was enacted to ensure the accurate accounting of federal grant funds are in compliance with program standards. Material non-compliance findings cited in the Town’s Single Audit Reporting Package, including failure to accurately report federal expenditures on the Schedule of Expenditures of Federal Awards, could result in loss of grant funding. Grantors are required to monitor their sub-recipient’s single audit findings to help ensure that findings are corrected. The Finance Division and the department administering the grant ensures that grant activity is accurately reported on both the grantor financial reports filed with the grantor agencies and the Schedule of Expenditures of Federal Awards prepared by the Finance Division for the Town’s Single Audit Reporting Package. 28 2253174.6 APPENDIX C: Grant Project Profile Worksheet GRANT PROJECT PROFILE WORKSHEET 1. In one sentence, describe your project idea. What will you do? Where? With whom? When? And why? 2. What broad categories of Town needs or opportunities does your project address? (Think in terms of general labels or frames.) 3. Describe the specific need or issue in the Town that your project will address. In our Town, the current situation is this: 4. What specific changes or outcomes do you intend to achieve in the Town as a result of your project? We intend to achieve the following specific outcomes: 5. What are the major steps you will need to take to make these changes happen? 6. What resources will you need to accomplish these steps? (people, equipment, materials, training, supplies, services, other Town departments, etc.) 7. Approximate total cost: $_____________ Match $_____________ 8. Who else has a vested interest in working with you as partners on this problem or opportunity? 9. What information, tools, data, etc., will you use to decide whether your project succeeded? 10. Who will be the grant project manager? Submitted By: Date:: Telephone: This form can be found on the Intranet under Document Library. 29 2253174.6 APPENDIX D: Grant Check List Project Name: App. Due Date: / / Department: Contact Name: Ext. # _ I. Procedures for Developing and Submitting Grant Applications • Confirm purpose of the grant project meets Town Council Strategic Plan Goals and Operational Priorities/department goals. • Read and understand entire grant application to ensure that your department has the appropriate resources to comply with the grantor’s requirements. • Develop grant concept including estimated budget and expected funding sources approved by Department Director. • Grant entered into the grant management system. This system includes project description, total cost, grant amount requested, source of funding, match, ongoing cost implications including additional staff, if any, special conditions and application due date. • Consult with other affected departments (e.g. engineering if it is a construction project) who will support or have the capacity to implement your project. • Town Attorney to review if Resolution is required prior to grant submittals. • Obtain Town Manager’s signature prior to grant application submittal. • Prepare draft Council communication requesting authorization to apply and accept grant if necessary. • Complete final review and editing (a pair of fresh eyes are best), making sure to check the application against the grantor’s instructions or the RFP. • Send copy of the signed application to the Grant Project Manager for archiving and distribution. II. Procedures for Accepting Grant Awards and Post-Award Procedures Congratulations! Now you need to: • Whoever receives an award notice/notification should send a copy of the award notice/notification to Grant Project Manager for archiving and distribution to Finance. Grant Project Manager will forward a copy of the award agreement to the Finance Division with a completed contract/grant information sheet for tracking purposes. • Set up a meeting with the Grant Project Manager and the Finance Division to reconcile the accounts associated with the grant. During this meeting, you will review the grant requirements and you will be responsible for meeting all of the grant requirements and the current Town and/or State approved record retention schedules. TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date:8/18/2016 Meeting Type:Regular Session Agenda Type:Consent Submitting Department:Administration Staff Contact Information:Craig Rudolphy,Finance Director,480-816-5162,crudolphy@fh.az.gov Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language):CONSIDERATION of RESOLUTION 2016-18 approving the modification to the Intergovernmental Agreement with the Arizona Department of Revenue relating to the administration of transaction privilege tax. Applicant: Applicant Contact Information: Property Location: Related Ordinance,Policy or Guiding Principle: Staff Summary (background):Last summer all cities and towns entered into a new Intergovernmental Agreement (IGA)with the Department of Revenue for the administration of Transaction Privilege Tax,as required under A.R.S.§42-6001.The IGA allowed for the parties to modify the agreement if necessary by mutual agreement.Several issues were presented over the course of the past year that did indeed need to be addressed,so a review process was initiated by the Department working with the League of Arizona Cities and Towns and key city and town representatives.The attached document is the result of this review effort. This "Modification to Intergovernmental Agreement Between The State ofArizona and City/Town"constitutes an extension of the existing agreement with the noted changes,effective from and after July 1,2016. Risk Analysis (options or alternatives with implications): Failure to approve may impact the collection ofTPT Fiscal Impact (initial and ongoing costs;budget status):none Budget Reference (page number): Funding Source:NA If Multiple Funds utilized,list here: Budgeted;if No,attach Budget Adjustment Form:NA Recommendation(s)by Board(s)or Commission(s): Staff Recommendation(s):Approve List Attachment(s):Summary of Changes to the IGA for Transaction PrivilegeTax Collection by the Arizona Department of Revenue Page 1 of 2 2748668.1 RESOLUTION 2016-18 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, APPROVING THE MODIFICATION TO THE INTERGOVERNMENTAL AGREEMENT WITH ARIZONA DEPARTMENT OF REVENUE RELATING TO THE ADMINISTRATION OF TRANSACTION PRIVILEGE TAX. BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. The Modification to the Intergovernmental Agreement with Arizona Department of Revenue relating to the uniform method of administration, collection, audit and licensing of transaction privilege and affiliated excise taxes (the “Agreement”) is hereby approved in substantially the form and substance attached hereto as Exhibit A and incorporated herein by reference. SECTION 2. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby authorized and directed to cause the execution of the Agreement and to take all steps necessary to carry out the purpose and intent of this Resolution. PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, August 18, 2016. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Linda M. Kavanagh, Mayor Bevelyn J. Bender, Town Clerk REVIEWED BY: APPROVED AS TO FORM: Grady E. Miller, Town Manager Andrew J. McGuire, Town Attorney 2748668.1 EXHIBIT A TO RESOLUTION 2016-18 [Agreement] See following pages. 2736543.1 MODIFICATION TO INTERGOVERNMENTAL AGREEMENT BETWEEN THE STATE OF ARIZONA AND CITY/TOWN WHEREAS, The Arizona Department of Revenue, hereinafter referred to as Department of Revenue and City/Town of Fountain Hills, hereinafter referred to as City/Town, have entered into an Intergovernmental Agreement regarding the administration of taxes imposed by the State or City/Town dated ________________, hereinafter referred to as the IGA, and WHEREAS, the Department of Revenue and the City/Town intend to continue with the IGA for an additional one year term in order to determine whether the general terms of the IGA meet the parties’ needs, with the exception of the modifications set forth below. The parties agree to modify the IGA as follows effective July 1, 2016: 1. Add the following new subsection to Section 9, Collection of Municipal Taxes: 9.6 Adjustments to Reported Taxes: If the Department of Revenue determines that a payment remitted by a taxpayer incorrectly identifies the city or town to which the payment should be made, the Department of Revenue may temporarily hold the payment until the distribution of the payment is corrected so that the appropriate city or town receives the payment. 2. Add the following new subsection to Section 9, Collection of Municipal Taxes: 9.7 Taxpayer Rulings and Uniformity: Recognizing taxpayer written requests for interpretation of the statutes and/or the Model City Tax Code, as well as guidance regarding uniform application and interpretation of the statutes and the Model City Tax Code impact all taxing jurisdictions, and further recognizing responsibility for such rulings and interpretation of the Model City Tax Code had previously been the sole domain of the municipalities, the Department shall include at least two representatives of the municipalities as regular members of any group established to respond to such taxpayer ruling requests and to issue such uniform interpretations and guidance promulgated by the Department. Participation by the two representatives of the municipalities on any such group is limited to instances when there is an issue raised that solely involves the Model City Tax Code and/or presents an issue of first impression, including requests for private taxpayer rulings. The municipal representatives may also be consulted by the Department on information letters, or when issuing statements of general guidance. Written requests involving common questions or issues that have previously been addressed, whether unique to the Model City Tax Code or not, may be handled in the regular course of Department processes without consulting the representatives of the municipalities. 2736543.1 2 3. Amend Section 10, Financing Collection of Taxes as follows: 10. Financing Collection of Taxes. The costs incurred by the Department in administering this Agreement shall be financed through the State general fund appropriation to the Department. This provision does not relieve City/Town of any financial obligation imposed by statute. 4. Amend subsection 28.1 of Section 28, Duration, relating to automatic renewal of the agreement as follows: 28.1 The term of this Agreement shall be from July 1 through June 30 of each year. This Agreement shall automatically be renewed for successive one year terms thereafter unless either party shall terminate this Agreement by notice, in writing, no later than sixty calendar days prior to the expiration of the term then in effect. Any agreed upon modifications to the terms and conditions of this agreement shall be incorporated to be effective during the term identified by the review committee provided for in section 28.5. 5. Amend subsection 28.5 of Section 28, Duration, relating to annual review of the agreement as follows: 28.5 During the term of this Agreement, the terms and conditions of this Agreement will undergo an annual review to be initiated no later than June 1st of each year. The review will be performed by a committee made up of equal parts representatives of the Department and representatives of the municipal taxing jurisdictions entering into an IGA with the Department for the administration and collection of Municipal Taxes. Signature Authority. By signing below, the signer certifies that he or she has the authority to enter into this Agreement and has read the foregoing and agrees to accept the provisions herein. This modification may be executed in counterparts. Signature Date Signature Date Typed Name and Title Typed Name and Title Entity Name Entity Name 2736543.1 3 RESERVED FOR THE ATTORNEY GENERAL: RESERVED FOR CITY/TOWN ATTORNEY: Attorney General no. ____________________, which is an agreement between public agencies, has been reviewed pursuant to A.R.S. § 11-952 by the undersigned Assistant Attorney General who has determined that it is in proper form and is within the powers and authority granted under the laws of the State of Arizona to the Arizona Department of Revenue represented by the Attorney General. MARK BRNOVICH The Attorney General ___________________________________________ Signature Assistant Attorney General Date: __________________________ APPROVED AS TO FORM AND AUTHORITY: BY:________________________________ CITY/TOWN ATTORNEY Date: ______________________________ TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date:8/18/2016 Meeting Type:Regular Session Agenda Type:Consent Submitting Department:Development Services Staff Contact Information:Randy Harrel, Town Engineer;rharrel@fh.az.gov ;480-816-5112 Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language):CONSIDERATION for approval of RESOLUTION 2016-21,abandoning whatever right, title, or interest the Town has in the certain public utility and drainage easement located at the rear property line of Escondido Heights Condominiums (a re-plat of Plat 432, Block 2, Lot 3)(15075 N. Escondido Drive), as recorded in Book 1271, Page 35,records of Maricopa County, Arizona. (EA 2016-02) Applicant:Brandon Wait/MKAZ Properties LLC (Morgan Taylor Homes Applicant Contact Information:8711 E.Pinnacle Peak Rd.#304,Scottsdale AZ 85260 Phone:480-204-8555;E-mail:brandon.wait@yahoo.com Owner:same Owner Contact Information:same Property Location:15075 N.Escondido Drive Related Ordinance,Policy or Guiding Principle:N/A Staff Summary (background):This item on the Town Council's agenda is a proposal to abandon the 20' Public Utility and Drainage Easement located at the rear property line of the Escondido Heights Condominiums (a recent condominiumization of Plat 432, Block2, Lot 3)(15075 N.Escondido Drive),as shown in Exhibit "A". Aduplex condominium is currently under construction on this property.This easement abandonment is needed so that the property owner can construct a rear masonry fence/wall at their rear property line,as shown on their permitted building plans (BP2015-274),instead of at the easement line (which would have given them a very shallow fenced back yard depth) All of the public utilties have approved of this abandonment. Town Staff has reviewed the proposed Drainage Easement abandonment.The 100-year floodplain for the adjacent Caliente Wash is contained within itsTown-owned open space parcel (Plat431, Parcel B),located at the rear ofthis property.Three other properties along this reach of Caliente Wash (from El Pueblo Drive to Ivory Drive)have had previous easement abandonments,and most ofthe lots have pre-incorporation masonry fences constructed at the property line (i.e. precluding using the D.E. width for any maintenance access along Caliente Wash). Page 1 of 2 g?@.TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date:August 18,2016 Meeting Type:Regular Agenda Type:Regular Submitting Department:Development Services Staff Contact Information:Bob Rodgers,Senior Planner,480-816-5138,rrodgers(a)fh.az.gov Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): CONSIDERATION of a CONCEPT PLAN for the proposed "Park Place,Phase I",a mixed-use development proposal located at 16725 &16845 E.Avenue of the Fountains.(Case #CP2016-02) Applicant:Bart Shea,N-Shea Group,LLC 14555 N.Scottsdale Rd.Ste 240 Scottsdale,AZ 85254 (480)315-0154 Owner:Park Place Properties,LLC C/O Sam Gambacorta 1221 Cleveland Street Wilmette,III 60091 (847)251-2348 Property Location:16725 -16845 E.Avenue of the Fountains,Fountain Hills, AZ Plat 208,Block 2, Lot 1A and Plat 208,Block 7,Lots 5A and 5C Related Ordinance,Policy or Guiding Principle: Fountain Hills Zoning Ordinance Chapter 2,Section 2.04 -Concept Plan Review Fountain Hills Zoning Ordinance Chapter 18 -Town Center Commercial Zoning District Resolution #2016-12 -Minor General Plan Amendment Resolution #2016-13-Park Place Development Agreement Staff Summary (background): N-Shea Group LLC is proposing to construct a mixed use development project on the vacant land along the Avenue of the Fountains,between Saguaro Blvd and the Town Hall/Community Center complex.The complete project will ultimately include 43,000 sq ft of commercial space and 404 multi- family residential dwelling units in five buildings. Page 1 of 5 Staff Recommends Approve the Park Place Phase I Concept Plan Planning & Zoning Commission Recommends Approve the Park Place Phase I Concept Plan Subject to the stipulations outlined in the Staff Report TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date:8/18/2016 Meeting Type:Regular Session Agenda Type:Regular Submitting Department:Community Services Staff Contact Information:Rachael Goodwin,Recreation and Tourism Supervisor,480-816-5135 Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language):CONSIDERATION of a SPECIAL EVENT APPLICATION and FEE WAIVER for the FARM-TO-TABLE event presented by Fountain Events,Inc, to be held at the Fountain Hills Community Center and Centennial Circle on Sunday,October 23,2016 from 1 lam-6pm. Applicant:Sam Coffee,Fountain Events,Inc. Applicant Contact Information:480-216-8238 Property Location:Fountian Hills Community Center,13001 N. La Montana Drive,Fountian Hills, AZ Related Ordinance,Policy or Guiding Principle:A.R.S.§4-203.02;4-244;4-261 and R19-1-228,R19-1- 235,and R19-1-309 Staff Summary (background):The Farm to Table event is a new event proposed by local non-profit event group Fountain Events,Inc.The event is proposed to be held within the Community Center,the Centennial Circle,and the Community Garden site on Sunday,October 23,2016. Organizers have proposed a one-day event that will consist of farm-to-table dining experiences,farmer's market style vendors,a demonstration stage with guest speakers,a pumpkin patch,tractor display,food trucks,and a beer/wine garden.The event will have two separate ticketing options.The first will allow guests to pre-purchase one of three dining experiences.Tickets must be purchased in advance as seating is limited. Dining tickets are estimated to range from $60-$65 per person.The second ticket option will be direct entry fee for the "festival"portion of the event,priced at $12 per person.Food,beer,and wine must be purchased separately. Event organizers have requested a fee waiver and Town resource support for the event.Fees are estimated at: Community Center,with supporting materials:$2,300 Centennial Circle,$900 Permittees,$75 Damage Deposit,$500 Additional waivers are requested for: Page 1 of 2 Fountain Hills Town Code Chapter 8 BUSINESS REGULATIONS Articles: 8-1 BUSINESS LICENSE 8-2 PEDDLERS,CANVASSERS AND SOLICITORS 8-3 SPECIAL EVENTS 8-4 ADULT BUSINESS LICENSE REGULATIONS 8-5 SPECIAL EVENT LIOUOR LICENSES 2319220.3 2319220.11 2748727.1 RESOLUTION 2016-20 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, DECLARING AS A PUBLIC RECORD THAT CERTAIN DOCUMENT FILED WITH THE TOWN CLERK AND ENTITLED THE “TOWN OF FOUNTAIN HILLS BUSINESS REGULATIONS, AMENDED AND RESTATED AUGUST 18, 2016.” BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. That certain document entitled the “Town of Fountain Hills Business Regulations, Amended and Restated August 18, 2016,” of which one paper copy and one electronic copy maintained in compliance with ARIZ. REV. STAT. § 44-7041 are on file in the office of the Town Clerk and open for public inspection during normal business hours, is hereby declared to be a public record, and said copies are ordered to remain on file with the Town Clerk. PASSED AND ADOPTED BY the Mayor and Council of the Town of Fountain Hills, Arizona, August 18, 2016. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Linda M. Kavanagh, Mayor Bevelyn J. Bender, Town Clerk REVIEWED BY: APPROVED AS TO FORM: Grady E. Miller, Town Manager Andrew J. McGuire, Town Attorney 2319220.11 TOWN OF FOUNTAIN HILLS BUSINESS REGULATIONS AMENDED AND RESTATED AUGUST 18, 2016 Fountain Hills Town Code 2 2319220.11 Fountain Hills Town Code 1 2319220.11 Chapter 8 BUSINESS REGULATIONS Articles: 8-1 BUSINESS LICENSE 8-2 PEDDLERS, CANVASSERS AND SOLICITORS 8-3 SPECIAL EVENTS 8-4 ADULT BUSINESS LICENSE REGULATIONS 8-5 SPECIAL EVENT LIQUOR LICENSES Fountain Hills Town Code 2 2319220.11 Article 8-1 BUSINESS LICENSE Sections: 8-1-1 Definitions 8-1-2 License Required 8-1-3 Application and Issuance 8-1-4 Term of Licenses; Renewal 8-1-5 Number of Licenses 8-1-6 License to be Exhibited 8-1-7 Inspector of Licenses 8-1-8 Duties and Powers of Inspectors 8-1-9 Transfer of License 8-1-10 Business License Fees 8-1-11 Restrictions; Suspension; Revocation 8-1-12 Appeals 8-1-13 Violations; Penalties 8-1-14 Severability Section 8-1-1 Definitions The following words, terms and phrases, when used in this Chapter, shall have the meanings ascribed to them in this Section, except where the context clearly indicates a different meaning: A. “Canvasser” is a Person who attempts to make personal contact with a resident or business person at his/her residence, place of business or other venue without prior specific invitation or appointment from the resident or business person, for the primary purpose of (i) attempting to enlist non-monetary support for or against a particular religion, philosophy, ideology, political party, issue or candidate, or other cause, even if incidental to such purpose the Canvasser accepts a voluntary donation for or against such cause, or (2) distributing a handbill or flyer advertising a non-commercial event or service. B. “Commercial” means and includes the sale of goods or services for monetary compensation, consideration or profit. C. “Finance Director” means the person designated by the Town Manager to be the chief financial officer for the Town or the authorized designee of the chief financial officer. D. “Peddler” is a Person who attempts to make personal contact with a resident or business person at his/her residence, place of business or other venue without prior specific invitation or appointment from the resident, for the primary purpose of attempting to sell a good or service for a Commercial purpose. Fountain Hills Town Code 3 2319220.11 E. “Person” shall mean an individual, corporation, partnership, limited liability company, incorporated association and any other legal entity. F. “Solicitor” is a Person who attempts to make personal contact with a resident or business person at his/her residence, place of business or other venue without prior specific invitation or appointment from the resident or business person, for the primary purpose of (i) attempting to solicit funds for a particular patriotic, philanthropic, social service, welfare, benevolent, educational, civic, fraternal, charitable, political, religious or other non-commercial purpose, or (ii) distributing a handbill or flyer advertising a Commercial event or service. Section 8-1-2 License Required A. It is unlawful for any Person or other entity, whether as principal or agent, either for himself/itself or for another Person or entity, or as a member of any firm or entity, to commence, practice, transact or carry on any trade, calling, profession, occupation or business within the Town limits without first having procured a license from the Town to do so and without complying with all regulations of such trade, calling, profession, occupation or business as specified or required by the United States Government or the State of Arizona and its political subdivisions. No license for businesses located within the Town shall be issued without verification by the Zoning Administrator or the authorized designee that no violation of the Town’s zoning regulations will occur by such issuance. B. The practicing or carrying on of any trade, calling, profession, occupation or business by any Person or entity without first having procured a license from the Town to do so, or without complying with any and all regulations of such trade, calling, profession, occupation or business, as required by other law or by this Article, shall constitute a separate violation of this Article for each and every day that such trade, calling, profession, occupation or business is practiced, carried on or conducted within the Town. C. The only exceptions to the licensing requirements of this Section are: 1. Non-profit (providing a valid tax exemption determination from the Internal Revenue Service), educational institutions, fraternal and service clubs, bona fide religious organizations, and agencies of any federal, state or local governments. 2. Non-profit private clubs where a basic membership fee covers the cost of the use of facilities. 3. Any profession exempted from local licensing by State law. 4. Garage sales, including carport, estate sales, and yard sales, so long as such sales are (a) carried on wholly within the property lines on which the dwelling unit is located, (b) held for the purpose of selling items that are primarily surplus Fountain Hills Town Code 4 2319220.11 to the residential use, (c) operated for not more than three consecutive days and held not more than four times within a calendar year at the same dwelling unit, (d) limited to the hours between 7:00 a.m. and 5:00 p.m. and (e) advertised using signage in conformance with the sign regulations as designated in Chapter 6 of the Zoning Ordinance for the Town of Fountain Hills. 5. Persons or entities solely providing delivery of goods purchased from locations outside the corporate limits of the Town. D. Nothing in Subsection 8-1-2(C) above shall prohibit the Town from requiring a business license from any person or entity entering into any contractual relationship with the Town. E. The penalty for operating without the license required by this Article shall be set forth in the Town’s fee schedule, as adopted by the Town Council as part of the Town’s annual budget or by separate resolution. No license shall be issued or renewed until all penalties and fees have been paid in full. F. A person or entity found to have commenced, practiced, transacted or carried on any trade, calling, profession, occupation or business within the Town without complying with this Section 8-1-2 shall not be permitted to receive a license under this Chapter until the full amount of the license fee, plus any penalty amount, as set forth in the Town’s fee schedule, has been paid. Section 8-1-3 Application and Issuance A. The Finance Director shall, upon receipt of a properly completed application for a business license, verification of the data contained thereon and payment of all applicable fees and charges, prepare and issue a license under this Article. Each license shall include the amount charged for the same, the expiration date, the name of the Person or entity to which it is issued, the trade, calling, profession, occupation or business licensed and the location or place of business where the trade, calling, profession, occupation or business is to be carried on, transacted or practiced. B. A mistake made by the Finance Director or the authorized designee in issuing any license or collecting the correct license fee from any Person or entity shall not prevent the Town from (1) collecting the correct amount of fee or (2) revoking any license erroneously issued and refunding the fee collected. C. No greater or lesser amount of money shall be charged or received by the Finance Director for any license than is provided for in this Article, and no license shall be issued for any period of time other than as provided herein. D. All charges for a license required by this Article shall be paid in advance and in lawful money of the United States of America at the Town Finance Department. Fountain Hills Town Code 5 2319220.11 E. Every application shall be accompanied by the appropriate application fee in an amount set forth in the Town’s fee schedule, as adopted by the Town Council as part of the Town’s annual budget or by separate resolution. License application fees are non- refundable. Section 8-1-4 Term of Licenses; Renewal A. A license issued pursuant to this Article shall be valid until the expiration date on the face of the license and may be renewed for subsequent one-year periods during such times as the Person or entity is in compliance with this Article and all fees have been paid. The renewal charge for annual licenses provided herein shall become due and payable prior to expiration of the then-current license period. B. When the fee for any license renewal required hereunder is unpaid from and after the license expiration date, such fee shall be delinquent and the Finance Director or the authorized designee shall add thereto an amount equal to 25% of said fee, as a penalty. Section 8-1-5 Number of Licenses A. A separate charge for a license shall be paid for each branch establishment or separate place of business in which any Person or entity carries on, transacts or practices a trade, calling, profession, occupation or business. B. When more than one trade, calling, profession, occupation or business is carried on, transacted or practiced by the same Person or entity, whether at one fixed place of business or without any fixed place of business, one license shall be required for each trade, calling, profession, occupation or business (as determined by the number of distinct tax identification numbers). C. When more than one trade, calling, profession, occupation or business is carried on, transacted or practiced by more than on e Person or entity at a single fixed place of business, a separate license shall be required for each Person and entity for each trade, calling, profession, occupation or business (as determined by the number of distinct tax identification numbers). Section 8-1-6 License to be Exhibited A. Each Person or entity having a license and having a fixed place of business with the Town shall keep said license, while in force, in a conspicuous location within the place of business. B. Each Person or entity having a license and having no fixed place of business within the Town, or the Person or entity’s sole representative, shall carry such license with him at all times while engaged in any activity for which the license was issued. A Person or entity acting for a licensed Person or entity and not being the sole representative Fountain Hills Town Code 6 2319220.11 acting for such Person or entity may carry with him a copy of the license plainly marked or stamped “Duplicate.” C. Each Person or entity having a license shall produce and exhibit the same whenever requested to do so. Section 8-1-7 Inspector of Licenses A. The Finance Director shall be inspector of licenses and may designate, with approval of the Town Manager, such other assistant inspectors as may be required to enforce this Chapter 8. B. Each assistant inspector shall report to the Finance Director the name of any Person or entity carrying on, transacting or practicing any trade, calling, profession or business within the Town without first having obtained a license as required by this Article. Section 8-1-8 Duties and Powers of Inspectors A. The Finance Director, or the authorized designee, each in the discharge and performance of his duties, shall have and exercise the following powers: 1. To issue a citation for any violation of the provisions of this Chapter. 2. To enter, free of charge and at any reasonable time, any place of business for which a license is required by this Article and to demand exhibition of the license for the current period of time, provided such entry shall be in accordance with the inspection provisions of ARIZ. REV. STAT. § 9-831 et seq., as amended. If such Person or entity fails to exhibit such license, such Person or entity shall be liable to the penalties provided for violation of this Code. Section 8-1-9 Transfer of License A license issued under the provisions of this Article may not be assigned or transferred to any other Person or entity without first obtaining permission from the Finance Director. Section 8-1-10 Business License Fees The Town shall charge fees for the issuance or renewal of any business licenses under this Chapter in such amounts as approved by the Town Council by separate resolution or by the fee schedule adopted as part of the Town’s annual budget. No license fee shall be prorated. Fountain Hills Town Code 7 2319220.11 Section 8-1-11 Restrictions; Suspension; Revocation A. Licenses issued under the provisions of this Chapter may be restricted, suspended or revoked by the Finance Director, after notice and hearing as set forth in Sections 8-1-11 (B) and (C) below, for any of the following causes: 1. Fraud, misrepresentation or false statement contained in the license application. 2. Fraud, misrepresentation or false statement made in the course of carrying on the business. 3. Any violation of this Chapter. 4. Conviction of any crime (misdemeanor or greater) within the time period beginning two years prior to license issuance and continuing until the license is terminated. 5. Conducting a business in violation of any Town ordinance, county ordinance or federal or state law relating to the public health, safety and welfare. B. Notice of the hearing for restrictions, suspension or revocation of a license shall be given in writing, by the Finance Director, setting forth specifically the grounds for the restrictions, suspension or revocation and the time and place of the hearing. Such notice shall be mailed to the licensee at the address listed on the business license application at least 10 days prior to the date set for the hearing. The mailing of such notice shall constitute proper notice to the licensee. C. After reviewing the information submitted at the hearing, the Finance Director shall do one of the following: 1. Restrict, suspend or revoke the license as set forth in the notice. 2. Modify the restriction, suspension or revocation in the notice. 3. Overturn the determination in the notice. Section 8-1-12 Appeals A. Any Person or entity aggrieved by the denial of an application for license, by the restrictions placed upon the license or by the suspension or revocation of such license, shall have the right of appeal. Such appeal shall be taken by filing with the Town Manager or the authorized designee, within 14 days after such denial, restriction, suspension or revocation, a written statement setting forth fully the grounds for the appeal. Fountain Hills Town Code 8 2319220.11 B. The Town Manager or the authorized designee shall appoint a neutral hearing officer and set a time and a place for hearing of such appeal, and notice of such hearing shall be given to the appellant in the same manner as provided for notice of a hearing on suspension or revocation. C. The burden of proof at the hearing shall be on the applicant to establish, by a preponderance of the evidence, that he or she meets all requirements for holding a license under this Article. The hearing officer shall hear such testimony and consider such evidence as is relevant to the determination of such issues. The hearing officer shall not be bound by technical rules of evidence or procedure in conducting the hearing. D. The hearing officer shall render a written decision within 30 days after the hearing is concluded based on the evidence presented by the Town and the applicant. The decision of the hearing officer shall be final. Section 8-1-13 Violations; Penalties A. Civil (non-criminal) violations. It shall be a civil (non-criminal) violation, punishable as set forth in Article 1-8 of this Code, for a Person to do any of the following: 1. Fail to perform any act or duty required by any provision of Article 8-1 through 8- 3, or Article 8-5 of this Chapter. 2. Violate the terms and/or conditions of any license issued under the provisions of Article 8-1 through 8-3, or Article 8-5 of this Chapter. B. Criminal violations. It shall be a criminal violation, punishable as set forth in Article 1-8, for a Person to do any of the following: 1. Intentionally or purposely fail to perform any act or duty required by any provision of this Article. 2. Fail to perform any act or duty required by any provision of this Chapter and such Person has been previously found responsible, civilly or criminally, for a violation of this Chapter. 3. Fail to perform any act or duty required by any provision of Article 8-4 of this Chapter. 4. Violate the terms and/or conditions of any license issued under the provisions of Article 8-4 of this Chapter. C. Enforcement of judgments. Any judgment for abatement, restitution or civil (non- criminal) penalties taken pursuant to this Chapter may be enforced as any other civil judgment. Fountain Hills Town Code 9 2319220.11 D. Violations not exclusive. Violations of this Chapter are in addition to any other violation enumerated within this Code and in no way limit the penalties, actions or procedures which may be taken by the Town for any violation of this Chapter which is also a violation of any other provision of this Code or any other applicable law. The remedies specified herein are cumulative and the Town Manager, or the authorized designee, or the Town Prosecutor, may proceed under these or any other remedies authorized by law. Section 8-1-14 Severability It is hereby declared to be the intention of the Town Council that the articles, sections, paragraphs, sentences, clauses, phrases and words of this Article are severable, and if any article, section, paragraph, sentence, clause, phrase or word(s) of this Article shall be declared unconstitutional or otherwise invalid, such unconstitutionality or invalidity shall not affect any of the remaining articles, sections, paragraphs, sentences, clauses, phrases and words of this Article. Fountain Hills Town Code 10 2319220.11 Article 8-2 PEDDLERS, CANVASSERS AND SOLICITORS Sections: 8-2-1 Purpose 8-2-2 Business License Required 8-2-3 Peddler/Solicitor License Requirements 8-2-4 Exemptions 8-2-5 Application Procedure 8-2-6 License Issuance Standards 8-2-7 License Expiration; Non-transferability; Issuance and Renewal 8-2-8 Posting of License; Issuance of Identification Cards 8-2-9 Hours of Operation 8-2-10 Trespass 8-2-11 Written Receipts Required 8-2-12 Location for Transaction of Business Regulated 8-2-13 Creation of Undue Noise Prohibited 8-2-14 Display of Licenses 8-2-15 License Revocation or Suspension; Appeal Section 8-2-1 Purpose The Town Council desires to regulate the activities of Peddlers, Solicitors and Canvassers within the Town in a manner so as to protect against fraudulent and criminal activity and to ensure to the Town’s residents and business population the maximum amount of privacy and security in their homes and places of business that is permissible in light of court decisions mandating certain access to residents and residential areas and businesses and business areas by Peddlers, Solicitors and Canvassers. It is, therefore, the intent of the Town Council in enacting this Article to recognize the potential for fraudulent and criminal activity in connection with door-to-door peddling, soliciting and similar activities, as well as the unique character and nature of the Town’s residential and business neighborhoods, while providing opportunity for Peddlers, Solicitors and Canvassers as mandated by law. This Article should be interpreted so as to be in conformity with relevant state and federal court decisions including, but not limited to, Watchtower Bible and Tract Society of New York, Inc. v. Village of Stratton, 536 U.S. 150, 122 S. Ct. 2080, 153 L. Ed. 2d 205 (2002). Section 8-2-2 Business License Required No Person may apply for a license under this Article without first obtaining a business license under Article 8-1 above. Fountain Hills Town Code 11 2319220.11 Section 8-2-3 Peddler/Solicitor License Requirements No Person shall act as a Peddler or Solicitor within the Town limits without first obtaining from the Town a license in accordance with this Article. A Canvasser is not required to have a license. Section 8-2-4 Exemptions A. The provisions of this Article shall not apply to the following: 1. Payments required by law to be collected or paid. 2. Payments to or from governmental agencies. 3. Public utility employees in the performance of their employment duties. 4. Persons engaging in the sale of newspaper or magazine subscriptions. 5. School children engaging in school authorized or sponsored fundraising activities. 6. Merchants or their employees delivering goods in the regular course of business. 7. Subject to the organization providing a valid tax exemption determination from the Internal Revenue Service, charitable, religious, patriotic or philanthropic organizations, except as covered under the appropriate section below. 8. Garage sales, including carport, estate sales, and yard sales, so long as such sales are (a) carried on wholly within the property lines on which the dwelling unit is located, (b) held for the purpose of selling items that are primarily surplus to the residential use, (c) operated for not more than three consecutive days and held not more than four times within a calendar year at the same dwelling unit, (d) limited to the hours between 7:00 a.m. and 5:00 p.m. and (e) advertised using signage in conformance with the sign regulations as designated in Chapter 6 of the Zoning Ordinance for the Town of Fountain Hills. Section 8-2-5 Application Procedure A. Filing an application. A written and signed application for a Peddlers or Solicitors license shall be filed with the Finance Director, and the Finance Director shall, in conformance with the standards set forth in this Article, either grant or deny the requested license. In the event the Finance Director fails to act upon an application within the time prescribed herein, the license shall be deemed denied. Fountain Hills Town Code 12 2319220.11 B. Contents of application. An application for a Peddler or Solicitor license shall include the following information: 1. If the applicant is an individual: a. The name, address, telephone number, date of birth, physical description, social security number and two satisfactory photographs (approximately one inch by one inch, taken within 60 days prior to filing the application) of the individual applying for the license. One of the required photographs will be attached to the applicant’s identification card issued pursuant to Section 8-2-8 below, and the other will be retained by the Finance Director. b. The name, address, and telephone number of the entity holding the business license for which the applicant will be conducting the licensed activity. c. The motor vehicle make, model, year, color and state license plate number of any vehicle which will be used by the applicant to conduct the licensed activity. d. Whether the applicant has used or been known by any other names or aliases within five years prior to the date that the application is submitted. e. Whether the individual applicant has been convicted of any felony within five years prior to the date that the application is submitted. f. Signed National Background Screening Consent Form 2. If the applicant is not an individual: a. The applicant’s correct business or organization name, federal employer’s tax identification number or social security number, Fountain Hills business license number, address and telephone number for its principal office. b. The name, address, telephone number, date of birth, social security number, physical description and two satisfactory photographs (approximately one inch by one inch, taken within 60 days prior to filing this application) of each employee or agent who will be conducting the licensed activity. One of the required photographs will be attached to the employee’s or agent’s identification card issued pursuant to Section 8-2-8 below, and the other will be retained by the Finance Director. Fountain Hills Town Code 13 2319220.11 c. The motor vehicle make, model, year, color and state license plate number of any vehicle that will be used by the applicant or the applicant’s employees or agents to conduct the licensed activity. d. Whether any officer, director, general partner, managing member or other person with authority to participate directly and regularly in the management of the applicant’s business, or any employee or agent who will be conducting the licensed activity, has used or been known by any other names or aliases within five years prior to the date that the application is submitted. f. Whether any officer, director, general partner, managing member or other person with authority to participate directly and regularly in the management of the applicant’s business, or any employee or agent who will be conducting the licensed activity, has been convicted of any felony within five years prior to the date that the application is submitted. 3. In the case of an application for a Peddlers license, a complete description of the goods or services to be sold in the Town, together with information describing the sales methods to be used and a copy of any written materials that will be furnished to residents or businesses. 4. In the case of a Solicitors license, information describing the methods to be used to solicit funds and a copy of any written materials that will be furnished to residents or businesses for Commercial purposes. 5. The length of time desired for the license (not to exceed 90 days). 6. The signature of the applicant. 7. Signed National Background Screening Consent Form C. Change in information. If, while any application is pending, or during the term of any license granted hereunder, there is any change in the information set forth in the application, the applicant shall notify the Finance Director in writing thereof within 24 hours after such change. D. Filing Fee. At the time of filing the application, the non-refundable license fee, including any background check/investigation fees, must be paid in the amount set forth in the Town’s fee schedule adopted as part of the annual budget or by separate resolution. E. Form of license. Licenses issued under this Article shall bear the name and address of the business to which the license is issued, the number of the license, dates within which the licensee may conduct the licensed activities. All licenses must be signed by the Finance Director. Fountain Hills Town Code 14 2319220.11 Section 8-2-6 License Issuance Standards A. No individual shall be issued a license under this Article if such individual: 1. Knowingly makes any false or misleading statement in the course of applying for or renewing a license. 2. Has been convicted of any felony involving dishonesty, deceit, theft, assaultive conduct or sexual misconduct within five years prior to the date that the application is submitted. 3. Is under the age of 18 years. 4. Has been denied a license required by this Article or had such a license revoked, for a period of six months following the final denial or revocation decision. B. No Person that is not an individual shall be issued a license under this Article if any of the following individuals would be disqualified from being issued a license under subsection (A): 1. Any officer or director, or employee or agent that will be conducting the licensed activity, of an applicant that is a corporation. 2. Any general partner, or employee or agent that will be conducting the licensed activity, of an applicant that is a partnership. 3. Any managing member, or employee or agent that will be conducting the licensed activity, of an applicant that is a limited liability company. 4. Any person with authority to participate directly and regularly in the management of the applicant’s business, or employee or agent that will be conducting the licensed activity, of an applicant that is any other legal entity. C. No license shall be issued until the required background investigation is complete. Section 8-2-7 License Expiration; Non-transferability; Issuance and Renewal A. Any license issued under this Article shall be valid only for the period set forth on the face of the license, which shall not exceed 90 days. B. No license issued under this Article shall be transferable between persons. Fountain Hills Town Code 15 2319220.11 C. No license shall be issued or renewed under this Article unless the licensee is in full compliance with all provisions of this Code at the time of renewal. Section 8-2-8 Posting of License; Issuance of Identification Cards The license issued to the individual or corporate licensees hereunder shall be posted in a conspicuous place if such licensees are using a vehicle or building. The Finance Director shall issue an identification card to each individual licensee having upon it the pertinent information contained in such license. Agents and representatives of corporate and firm applicants shall be issued similar identification cards. All such cards shall be shown upon request. Section 8-2-9 Hours of Operation It shall be unlawful for any Peddler, Solicitor or Canvasser to enter upon any residential premises places of business or other venues for the purpose of peddling, soliciting or canvassing earlier than 9:00 a.m. of any day or after 7:00 p.m. or sunset, whichever is earlier, of any day. This Section shall not be interpreted to grant any individual permission to enter upon private property. Section 8-2-10 Trespass It shall be unlawful for any Peddler, Solicitor or Canvasser to enter upon any residential premises, place of business or other venue for the purpose of peddling, soliciting or canvassing where, in public view, a sign posted indicating “No Peddlers, Solicitors or Canvassers”, “Do Not Disturb”, “No Trespassing”, or other sign indicating that the residents or business persons do not wish their privacy to be disturbed. Section 8-2-11 Written Receipts Required Any Peddler or Solicitor receiving money or anything having a value of 10 dollars or more from any person under a sale or goods or service, or solicitation of funds made pursuant to a license issued hereunder shall give to such person or business a written receipt, signed by the Peddler or Solicitor, showing plainly the name and license number of the Person under whose license the sale or solicitation is conducted, and the date and the amount received. Section 8-2-12 Location For Transaction of Business Regulated No license issued hereunder shall grant an exclusive right to any location in the public street or park, nor shall any licensee be permitted a stationary location, nor shall he be permitted to operate in any congested area where his operations might impede or inconvenience the public. For the purpose of this Article, the judgment of the Finance Director, exercised in good faith, shall be deemed conclusive as to whether the area is congested or the public impeded or Fountain Hills Town Code 16 2319220.11 inconvenienced. No flyers or handbills may be left on unattended vehicles. Flyers or handbills must be hand-delivered to individuals, and may not be left on unoccupied residences or places of business. Section 8-2-13 Creation of Undue Noise Prohibited No licensee nor any person in his behalf shall shout, make any outcry, blow a horn, ring a bell or use any sound device, including any loud-speaking radio or sound-amplifying system, upon any of the streets, alleys, parks or other public places of the Town or upon any private premises in the Town where sound produced therefrom can be plainly heard upon the public thoroughfares for the purpose of attracting attention to any goods, wares or merchandise which such licensee proposes to sell. Section 8-2-14 Display of Licenses At all times that an individual is conducting activities subject to a license under this Article within the Town, such individual shall carry on his or her person a copy of the license issued by the Town for the licensed activities. Such individual shall display the copy of the license upon request. Section 8-2-15 License Revocation or Suspension; Appeal A license requested or granted under this Article may be denied, restricted, suspended or revoked, and the applicant or licensee may appeal such denial, restriction, suspension or revocation according to the procedure set forth in Article 8-1 of this Code. Fountain Hills Town Code 17 2319220.11 Article 8-3 SPECIAL EVENTS Sections: 8-3-1 Purpose and Intent 8-3-2 Definitions 8-3-3 Permit Required 8-3-4 Exemptions 8-3-5 Applications 8-3-6 Fees and Deposits 8-3-7 Criteria for review and approval 8-3-8 Special Event calendar requirements Section 8-3-1 Purpose and Intent The Town Council acknowledges that Special Events potentially enhance the lifestyle of the citizens of Fountain Hills and create unique venues for expression, entertainment, and business that are not otherwise provided within the framework of the Town Code. The purpose of Article 8-3 is to establish an administrative process for permitting and regulating certain temporary activities conducted on public property or private property when public safety is impacted. This Article is intended to provide fair and reasonable regulations governing the time, place, and manner in which a Special Event may take place, and in doing so, protect the health, safety and welfare of the public. Section 8-3-2 Definitions In this Article, unless the context otherwise requires: A. “Block Party” means the closure of a short cul-de-sac or a limited-portion of a two- lane local roadway for a period of less than six hours for the purpose of a neighborhood gathering. B. “Charitable Nonprofit Organization” means any person(s), partnership, association, corporation or other group or entity that is exempt from federal taxation (must provide copy of a valid determination letter from the Internal Revenue Service) and whose activities are conducted for unselfish, civic or humanitarian motives, or for the benefit of others, and not for political or Commercial gain of any private individual or group, and may include, but shall not be limited to patriotic, philanthropic, social service, welfare, benevolent, educational, civic, fraternal, cultural, charitable, scientific, historical, church, athletic or medical activities. Fountain Hills Town Code 18 2319220.11 C. “Farmer’s Market”, “Bazaar Days”, “Market Days”, “Sidewalk Sale”, etc. means any outside retail activity on public property or on private property in a commercially zoned district that is temporarily extended beyond the permanent venue/site of day-to-day business. D. “Grand-fathered Event” means an event that has annually occurred in the community for a period exceeding five consecutive years and continues to provide a significant benefit to local organizations, clubs, associations, community groups or the community as a whole. E. “Holiday Event” means an event that is related to a recognized holiday or season and includes the Thanksgiving Day Parade, the Sunrise Easter Service at Fountain Park, the July 4th celebration at Fountain Park, and the Holiday Lighting activities on the Avenue of the Fountains. F. “Special Event” means any event that will take place on Town property, including but not limited to parks, open space, streets, sidewalks or rights-of-way, or on private property, and which by its nature could cause a significant disruption of pedestrians or vehicular traffic in the area and/or that requires traffic safety measures. An event is not a “Special Event” for the purposes of this Article if all of the following are true: (1) the event takes place on private property, (2) the event does not require the closure of any Town street, sidewalk or right-of-way, and (3) the event does not require any municipal services beyond the currently existing, permanent, in-ground infrastructure. G. “Special Event Committee” means the group of Town staff members designated by the Town Manager that is charged with (1) reviewing Special Event applications for compliance with the Town Code and (2) recommending Special Events for approval by the Town Manager. H. “Sponsor” means the applicant, organizer, operator or principal agent who is responsible for all aspects of the Special Event’s planning, implementation and conduct. Section 8-3-3 Permit Required No Person or entity shall engage in, participate in, aid, form or start any Special Event as defined in this Article without first obtaining a Special Event permit issued by the Town. A Special Event permit application must be filed prior to or in conjunction with a Special Event Liquor License application, as set forth in Article 8-5 below. Failure to comply with this requirement will constitute a civil violation punishable as set forth in Article 1-8 of this Code. Section 8-3-4 Exemptions As long as the following activities are in compliance with all Town codes, ordinances and regulations, they are exempt from the Special Event permitting requirements of this Article: Fountain Hills Town Code 19 2319220.11 A. “Block Party” as defined in Section 8-3-2 of this Article. Block Party events are exempt from the Special Event process but do require the administrative approval of a right-of-way encroachment permit from the Town. B. “Farmer’s Market”, “Bazaar Days”, “Market Days”, “Sidewalk Sale”, as defined in Section 8-3-2 of this Article. Said activities require the application and issuance of a temporary use permit from the Development Services Department pursuant to the Town’s Zoning Ordinance, Section 5.16. C. Garage sales, including carport, estate sales, and yard sales, so long as such sales are (1) carried on wholly within the property lines on which the dwelling unit is located, (2) held for the purpose of selling items that are primarily surplus to the residential use, (3) operated for not more than three consecutive days and held not more than four times within a calendar year at the same dwelling unit, (4) limited to the hours between 7:00 a.m. and 5:00 p.m. and (5) advertised using signage in conformance with the sign regulations as designated in Chapter 6 of the Zoning Ordinance for the Town of Fountain Hills. D. Construction activity within the public rights-of-way that has encroachment permits approved and issued by the Development Services Department. E. Holiday sales that are related to a state or nationally recognized holiday or season such as Christmas tree or pumpkin sales. Holiday sales must be set up and conducted in one location and obtain a temporary use permit through the Development Services Department. F. Fund-raising Special Events held by Charitable Nonprofit Organizations that meet the following criteria: 1. The fund-raising Special Event shall be carried on entirely within a building, or if outdoors, entirely within a clearly defined/designated piece of public or private property. If the fund-raising Special Event involves outdoor activity, such activity shall be limited to six outdoor Special Events per year per organization. 2. All proceeds derived from the Special Event shall go to one or more Charitable Nonprofit Organization(s). 3. Adequate parking must be available for the fund-raising Special Event. If outdoor Special Events occupy more than 25% of the area normally used for parking, creating the need for off-site parking and the possibility of traffic or safety hazards, Town officials shall be notified to determine if Town services are required. If the Town Manager or the authorized designee determines that Town services are required, the fundraising Special Event shall be subject to a Special Event permit. Fountain Hills Town Code 20 2319220.11 4. Signs must comply with the sign regulations as designated in Chapter 6 of the Zoning Ordinance for the Town of Fountain Hills. 5. If the fundraising Special Event involves an activity that would typically require a temporary use permit under the Town’s Zoning Ordinance, a temporary use permit must be obtained prior to the Special Event. G. A governmental, educational or religious organization acting within the normal course and scope of its typical functions or activities. Section 8-3-5 Applications A. Applications for Special Event permits shall be made on forms furnished by the Town. Every application shall be accompanied by the appropriate application fee in an amount set forth in the Town’s fee schedule, as adopted by the Town Council as part of the Town’s annual budget or by separate resolution. B. If the Special Event is designed to be held by or for any Person other than the Sponsor, the Sponsor for such permit shall file with the application a communication in writing from the Person proposing to hold the Special Event, authorizing the Sponsor to apply for the permit on his/its behalf. C. All applications for Special Events must be completed and submitted to the Town no less than 90 days prior to the Special Event in order to be considered for scheduling on the Special Event calendar as outlined in Section 8-3-8 below. An application will not be deemed complete unless all related Special Event Liquor License applications are submitted at the same time as the Special Event application. D. The application for a Special Event permit shall set forth, at a minimum, the following information: 1. The name, street address, telephone number and email address of the Person seeking to conduct the Special Event. 2. If the Special Event is to be conducted for, on behalf of, or by an organization or business, the name, physical address and telephone number of the headquarters of the organization, the names of the principal persons responsible for the organization, the federal tax ID number of the organization, and email addresses for the principal contacts of the organization. 3. The name, physical address, work and home telephone numbers and email address of the on-site Special Event manager. 4. The name, physical address, telephone number and email address of the promoter and Sponsor of the Special Event, if different than the applicant. Fountain Hills Town Code 21 2319220.11 5. If the Special Event involves sponsorship or participation of a Charitable Nonprofit organization, the organization’s name, federal employer’s tax identification number or determination of tax exempt status, physical address, telephone number and email address. 6. The name of the Special Event and the location where the Special Event is to take place. If the Special Event is on private property, the property owner’s name, telephone number, email address, and a written acknowledgement from the owner granting permission for use of the property. If applicable, the location shall include the route to be traveled, the starting and termination points, and any closures of streets, sidewalks or rights-of-way requested. A site plan of the Special Event area must be included with the application. 7. A parking plan showing available parking that is adequate to accommodate the anticipated attendees of the Special Event. If parking is to be on private property, written proof of permission of the property owner must be included with the application. Parking on the property must be adequate to serve any existing permanent uses as well as the Special Event use. 8. A description of the Special Event including activities, anticipated attendance, entertainment, and type of retail sales, if any. If there will be vendors, artists or concessionaires, supply a list including business names, owner names, booth numbers, addresses, Arizona state sales tax number (TPT number) and Fountain Hills business license numbers no later than 10 days prior to the Special Event. Any changes or additions shall be submitted to the Town prior to the end of the first day of the Special Event. 9. The date and hours when the Special Event is to be conducted, including set up and take down time. 10. The approximate number of persons, vehicles and equipment, if any, that will be involved in the Special Event, including, without limitation, description of the vehicles or equipment. If animals are to be included in the Special Event, the applicant must specify the types of animals to be included, the areas to be used as pens for the animals and any vehicles to be used for transporting the animals. 11. Information regarding the amount and type of advertising that will be done to promote the Special Event. 12. Information on specific features of the Special Event including, but not limited to, tents, canopies, open flames and cooking, fireworks, temporary fencing, temporary structures, first aid services, port-a-johns, waste control, generators, carnival/amusement rides, lighting, signs/banners, and inflatables. Information should include the company name, physical address, contact name, telephone number and email address of each service provider. Special Event features may Fountain Hills Town Code 22 2319220.11 require inspection and/or special permits from building, engineering, fire, and/or health departments. The site of the Special Event must be adequately served by utilities and sanitary facilities. 13. Description and location of Town infrastructure (i.e. electric and/or water) that will be needed for the Special Event. 14. A map and/or site plan clearly depicting the location of all signage, directional and/or promotional, that will be used in conjunction with the Special Event, as well as a plan for ensuring signage shall not be posted earlier than two weeks prior to the first day of the Special Event and must be removed within 48 hours following the Special Event’s conclusion. 15. Information on Special Event security and emergency medical services including company names, physical addresses, contacts, telephone numbers, email addresses and scheduled hours personnel will be at the Special Event. 16. Information regarding the serving of alcohol, if any, at the Special Event and copies of the appropriate state Liquor Licenses/applications, where applicable. 17. An estimate of all non-permit fees anticipated in connection with the Special Event, as detailed in Section 8-3-6 of this Article. All applicable Town Departments shall review the application and recommend stipulations that must be met by the applicant, at his own cost, to insure the health, safety and welfare of the public. Each Town Department shall provide cost estimates or services to be provided in connection with the Special Event. These fees, where applicable, include but are not limited to fees for law enforcement, traffic engineering services, field services, cleaning/damage deposits, and building safety inspections. 18. A certificate of insurance naming the Town as an additional insured must be on file with the Town at least 10 days prior to the start of the Special Event. Such insurance is to be in amounts determined necessary by the Town Manager in his sole discretion, but in no event less than $1 million combined single limit personal injury and property damage covering owned and non-owned auto liability, premise liability and comprehensive general, including product liability where indicated. An additional liquor legal liability policy, in an amount of $1 million, unless a different amount is approved by the Town Manager in his sole discretion, naming the Town as an additional insured, will be required for Special Events serving alcoholic beverages. All insurance shall be provided by companies licensed to do business, in Arizona. 19. A certification statement including a liability release and indemnification agreement signed by the Sponsor’s authorized agent. The statement shall include the applicant’s acknowledgment that all transactions in the course of the Special Event are subject to any applicable Town, county and/or state sales tax and Fountain Hills Town Code 23 2319220.11 assurance that all Special Event participants shall be notified regarding sales tax regulations. Section 8-3-6 Fees and Deposits Any application for a Special Event, including Special Events held by Charitable Nonprofit Organizations, will be subject to the applicable deposits and fees in amounts set forth on the fee schedule approved by the Town Council as part of the Town’s annual budget or by separate resolution, as follows: A. A non-refundable application fee shall be submitted with each Special Event application. Applications received without the application fee will not be accepted. A Commercial Special Event sharing sponsorship with a Charitable Nonprofit Organization shall not be exempt from the application fee set forth in this subsection. B. If an Special Event application is approved by the Town Manager or the authorized designee for inclusion on the Special Event calendar, the applicant may be required to deposit with the Town an amount of money equal to the estimate of all non-permit fees submitted with the application as specified in Section 8-3-5(D)(17) of this Article. Local Charitable Nonprofit Organizations are exempt from non-permit fees except cleaning/damage deposits and rental fees, where applicable. The Town reserves the right to require Charitable Nonprofit Organizations to obtain services such as law enforcement, security, emergency medical, traffic engineering, etc. to ensure that public safety standards are met. This exemption does not apply to Commercial Special Events sharing sponsorship with Charitable Nonprofit Organizations. 1. Deposits pursuant to this subsection shall be paid to the Town not later than 30 days prior to the Special Event. If the deposits and fees are not received within the specified time, the Special Event will be administratively removed from the calendar and the Special Event will be canceled. 2. A post-Special Event Town expenditure review shall be conducted to determine the Town’s actual Special Event-related expenses. Depending on the results of this review and subsequent reconciliation, the Town shall refund any monies received by the applicant in excess of the actual amount expended by the Town or shall invoice the applicant for any additional Town-incurred costs not covered by the estimated deposit. C. All Special Event Liquor License fees shall be submitted at the time of application for a Special Event. Fountain Hills Town Code 24 2319220.11 Section 8-3-7 Criteria for review and approval A. The Special Event Committee shall make recommendations to the Town Manager regarding all Special Event applications. Special Event Committee recommendations must be completed and submitted to the Town Manager not less than 30 calendar days prior to the Special Event in order to be considered for scheduling on the Special Event calendar. In order to recommend approval of an application, the Special Event Committee shall include, at a minimum, findings that each of the following criteria has been met: 1. The Special Event is widely attended and supported by the Fountain Hills community. 2. The conduct of the Special Event, including street closures, detours and/or disruptions, will not substantially interrupt the safe and orderly movement of other traffic contiguous to its location or route. 3. The nature, scope, location, and conduct of the Special Event are not reasonably likely to cause injury to persons or property or create a hazard to the health, safety and welfare of the public and the surrounding properties or land uses. 4. The Special Event is consistent and/or compatible with community interests. 5. The Special Event generates an economic impact for the Town of Fountain Hills to be used for community priorities. 6. The Special Event application has been completed, all requirements therein have been satisfactorily met and application fees have been submitted to the Town. 7. The conduct of the Special Event does not require the diversion of so great a number of Town staff to prevent normal service to the Town or of law enforcement officers to prevent normal law enforcement protection to the Town. B. The Town Manager shall approve, approve with stipulations or deny the Special Event request within 10 calendar days of receipt of an application from the Special Event Committee. In the event that the Town Manager does not approve, approves with stipulations or denies the Special Event within 10 calendar days of receipt of a recommendation, the Special Event application shall be deemed denied. C. An applicant whose Special Event request is denied by the Town Manager may appeal the decision according to the procedure set forth in Section 8-1-12 above. D. The Town in its sole direction, reserves the right to alter or cancel a Special Event permit after it has been issued, provided all license fees are returned to the applicant. Fountain Hills Town Code 25 2319220.11 E. If a Special Event includes alcoholic beverage service, the Special Event Liquor License application required by Article 8-5 below shall not be approved until after the Special Event is approved pursuant to this Section 8-3-7. Section 8-3-8 Special Event calendar requirements The Town Manager or the authorized designee shall keep a calendar of all approved special events within each calendar year. The Special Events calendar shall be established according to the following process: A. Holiday Events and Grand-fathered Events shall automatically be scheduled on the Special Event calendar on their regularly-scheduled dates. Inclusion on the Special Event calendar does not exempt the Special Event Sponsor from submitting a complete Special Event application by the required 90-day deadline and receiving the required Special Event approval. B. Two or more separate Special Events may not occupy the same location on the same calendar day. Special Event organizers may coordinate and combine their Special Events and jointly file a Special Event application. Each separate organizer shall comply with all requirements of the Special Event application. Fountain Hills Town Code 26 2319220.11 Article 8-4 ADULT BUSINESS LICENSE REGULATIONS Sections: 8-4-1 Purpose 8-4-2 License Required 8-4-3 Issuance of License 8-4-4 Fees 8-4-5 Inspection 8-4-6 Expiration of License 8-4-7 Suspension 8-4-8 Denial or Revocation 8-4-9 Transfer of License Section 8-4-1 Purpose For the purposes of this Article, the defined terms set forth in Chapter 21 of the Town of Fountain Hills Zoning Ordinance shall apply. Section 8-4-2 License Required A. It is unlawful: 1. For any Person to operate an adult business without a valid adult business license issued by the Town pursuant to this Code. 2. For any Person who operates an adult business to employ a person to work for the adult business who is not licensed as an adult business employee by the Town pursuant to this Code. 3. For any person to obtain employment with an adult business without having secured an adult business employee license pursuant to this Code. B. An application for a license must be made on forms provided by the Town. C. All applicants must be qualified according to the provisions of this Code. The applicant shall provide all material listed on the application and necessary to support the application, and the Town Manager or the authorized designee may request, and the applicant shall provide, such additional information, including applicant fingerprinting and background check, as to enable the Town to determine whether the applicant meets the qualifications established in this Code. The applicant shall pay the Town’s reasonable costs and expenses associated with fingerprinting and background checks. Fountain Hills Town Code 27 2319220.11 D. A Person who wishes to operate an adult business must sign the application for a license as an applicant. If a Person other than an individual wishes to operate an adult business, all persons legally responsible for the operations of the sexually oriented business or who have power to control or direct its operations must sign the application for a license as applicant. Such persons include, but are not limited to, general partners, corporate officers, corporate directors, and controlling shareholder(s). Each application must be qualified under the following Section and each applicant shall be considered a licensee if a license is granted. E. The completed application for an adult business license shall contain the following information and shall be accompanied by the following documents or information: 1. If the applicant is: a. An individual, the individual shall state his/her legal name and any aliases and submit proof that he/she is 18 years of age. b. A partnership, the partnership shall state its complete name, and the names of all partners, whether the partnership is general or limited, and a copy of the partnership agreement, if any. c. A corporation, the corporation shall state its complete name, the date of its incorporation, evidence that the corporation is in good standing under the laws of its state of incorporation, the names and capacity of all officers, directors and controlling stockholders, and the name of the registered corporate agent and the address of the registered office for service of process. 2. If the applicant intends to operate the adult business under a name other than that of the applicant; he or she must state (a) the adult business’s fictitious name and (b) submit the required registration documents. 3. Whether the applicant, or a person residing with the applicant, has been convicted of a specified criminal activity as defined in this Code, and, if so, the specified criminal activity involved, the date, place, and jurisdiction of each. 4. Whether the applicant, or a person residing with the applicant, has had a previous license under this ordinance or other similar adult business ordinances from another city or county denied, suspended or revoked, including the name and location of the adult business for which the permit was denied, suspended or revoked, as well as the date of the denial, suspension or revocation, and whether the applicant or a person residing with the applicant has been a partner in a partnership or an officer, director or principal stockholder of a corporation that is licensed under this Code whose license has previously been denied, suspended or revoked, including the name and location of the adult business for which the Fountain Hills Town Code 28 2319220.11 permit was denied, suspended or revoked as well as the date of denial, suspension or revocation. 5. Whether the applicant or a person residing with the applicant holds any other licenses under this Code or other similar adult business ordinance from another city or county and, if so, the names and locations of such other licensed businesses. 6. The single classification of license for which the applicant is filing. 7. The location of the proposed adult business, including a legal description of the property, street address, and telephone number(s), if any. 8. The applicant’s mailing address and residential address. 9. A recent photograph of the applicant(s). 10. The applicant’s valid driver’s license number. 11. A floor plan or diagram showing the configuration of the premises, including a statement of total floor space occupied by the business. The floor plan or diagram must be drawn to a designated scale or drawn with marked dimensions of the interior of the premises. 12. A property survey prepared within 30 days prior to application by a registered land surveyor depicting the property lines of any established uses identified under Section 21-3 of the Fountain Hills Zoning Ordinance within the distances set forth in Section 21-3 in relation to the property to be certified. For purposes of this Section, a use shall be considered existing or established if it is in existence at the time an application is submitted. 13. If an applicant wishes to operate an adult business, other than an adult motel, which intends to exhibit on the premises, in a viewing room or booth of less than 150 square feet of floor space, films, electronic video media, other video reproductions, or live entertainment which depict specified sexual activities or specified anatomical areas, then the applicant shall comply with the application requirements set forth in Section 21-5 of the Fountain Hills Zoning Ordinance. F. Before any applicant may be issued an adult business employee license, the applicant shall submit on a form to be provided by the Town the following information: 1. The applicant’s name or any other name (including stage aliases used by the individual. 2. A certified copy or original birth certificate showing date and place of birth as proof that individual is at least 18 years of age. Fountain Hills Town Code 29 2319220.11 3. Height, weight, hair and eye color. 4. Present residence address and telephone number. 5. Present business address and telephone number. 6. Date, issuing state and number of driver’s license or other identification card information. G. Attached to the application form for an adult business employee license as provided above, shall be the following: 1. A color photograph of the applicant taken within the last 60 days clearly showing the applicant’s face, and the applicant’s fingerprints on a form provided by the Town’s law enforcement department. Any fees for the photographs and fingerprints shall be paid by the applicant. 2. A statement detailing the license history of the applicant for the 5 years immediately preceding the date of the filing of the application, including whether such applicant (a) previously operated or is seeking to operate, in this or any other county, city, state, or country an adult business, (b) has ever had a license, permit, or authorization to do business denied, revoked, or suspended or (c) had any professional or vocational license or permit denied, revoked, or suspended. In the event of any such denial, revocation, or suspension, state the name, the name of the issuing or denying jurisdiction, and describe in full the reason for the denial, revocation, or suspension. A copy of any order of denial, revocation, or suspension shall be attached to the application. 3. A statement whether the applicant has been convicted of a specified criminal activity as defined in this Code and, if so, the specified criminal activity involved, the date, place and jurisdiction of each. Section 8-4-3 Issuance of License A. For an adult business employee license, the application shall be referred to the appropriate Town departments for an investigation to be made on such information as is contained on the application. The application process shall be completed within 60 days from the date the completed application is filed. If the Town fails to approve or deny the license within 60 days after receipt of an application, the license shall be deemed to have been approved. After the investigation, the Town shall issue a license, unless it is determined by a preponderance of the evidence that at least one or more of the following findings is true: Fountain Hills Town Code 30 2319220.11 1. The applicant has failed to provide information reasonably necessary for issuance of the license or has falsely answered a question or request for information on the application form. 2. The applicant is under the age of 18 years. 3. The applicant has been convicted of a specified criminal activity as defined in this Code. 4. The adult business employee license is to be used for employment in a business prohibited by federal, local or state law, statute, rule or regulation, or prohibited by a particular provision of this ordinance. 5. The applicant has had an adult business employee license revoked by the Town within two years of the date of the current application. Denial, suspension, or revocation of a license issued pursuant to this subsection shall be subject to appeal as set forth in Section 8-4-8. B. A license granted pursuant to this Section shall be subject to annual renewal upon the written application of the applicant and a finding by the Town that the applicant has not been convicted of any specified criminal activity as defined in this Code or committed any act during the existence of the previous license, which would be grounds to deny the initial license application. The renewal of the license shall be subject to the payment of the fee as set forth in Section 8-4-4. C. Thirty days prior to the expiration of a license, an applicant must submit a completed adult business application for renewal. The Town shall approve the issuance of a renewed license to an applicant unless it is determined by a preponderance of the evidence that at least one of the following findings is true: 1. An applicant is under 18 years of age. 2. An applicant or a person with whom the applicant is residing is overdue in payment to the Town of taxes, fees, fines, or penalties assessed against or imposed upon him/her in relation to any business. 3. An applicant has failed to provide information reasonably necessary for issuance of the license or has falsely answered a question or request for information on the application form. 4. An applicant or a person with whom the applicant is residing has been denied a license by the Town to operate a sexually oriented business within the preceding 12 months or whose license to operate a sexually oriented business has been revoked within the preceding 12 months. Fountain Hills Town Code 31 2319220.11 5. An applicant or a person with whom the applicant is residing has been convicted of a specified criminal activity as defined in this Code. 6. The premises to be used for the adult business have not been approved by the Maricopa County health department, the Town fire department, and the Town building official as being in compliance with applicable laws and ordinances. 7. The license fee required by this ordinance has not been paid. 8. An applicant of the proposed establishment is in violation of or is not in compliance with any of the provisions of this Code. D. The license, if granted shall state on its face the name of the Person or Persons to whom it is granted, the expiration date, the address of the adult business and the classification for which the license is issued. All licenses shall be posted in a conspicuous place at or near the entrance to the adult business so that they may be easily read at any time. E. The Maricopa County health department, the Town fire department, and the Town building official shall complete their certification that the premises is in compliance or not in compliance within 20 days of receipt of the application by the Town. F. An adult business license shall issue for only one classification as found in Section 21-2 of the Fountain Hills Zoning Ordinance. G. If a permit is issued, the Town shall issue an identification card. The identification card shall include the name of the licensee, a photograph of the licensee, the number of the permit, and the dates of issuance and expiration. Section 8-4-4 Fees A. Every application for an adult business license (whether for a new license or for renewal of an existing license) shall be accompanied by a non-refundable application and investigation fee or such other fee as established by the Town Council as part of its annual budget or by separate resolution. B. In addition to the application and investigation fee required above, every adult business that is granted a license (new or renewal) shall pay to the Town an annual nonrefundable license fee upon license issuance or renewal or such other fee as established by the Town Council as part of its annual budget or by separate resolution. C. Every application for an adult business employee license (whether for a new license or for renewal of an existing license) shall be accompanied by an annual nonrefundable application, investigation, and license fee or such other fee as established by the Town Council as part of its annual budget or by separate resolution. Fountain Hills Town Code 32 2319220.11 D. All license applications and fees shall be submitted to the Finance Director. Section 8-4-5 Inspection A. An applicant or licensee shall permit representatives of the Town Law Enforcement Department, Fire Department, Zoning Department, or other Town departments, agencies or agents to conduct lawful inspections of the premises of an adult business for the purpose of ensuring compliance with the law, at any time it is occupied or open for business. B. A person who operates an adult business or his agent or employee commits a Class 1 misdemeanor if he refuses to permit such lawful inspection of the premises at any time it is open for business. Section 8-4-6 Expiration of License A. Each license shall expire one year from the date of issuance and may be renewed only by making application as provided in Section 8-4-3. Application for renewal shall be made at least 30 days before the expiration date, and when made less than 30 days before the expiration date, the expiration date of the license will not be affected. Any applicant whose license has expired must cease any activities permitted under the license until such time as a renewed license is issued. B. When the Town denies renewal of a license, the applicant shall not be issued a license for one year from the date of denial. If, subsequent to denial, the Town finds that the basis for denial of the renewal license has been corrected or abated, the applicant may be granted a license if at least 90 days have elapsed since the date denial became final. Section 8-4-7 Suspension The Town shall suspend a license for a period not to exceed 30 days if it determines that a licensee or an employee of a licensee has either (A) violated or is not in compliance with any Section of this ordinance or (B) refused to allow an inspection of the adult business premises as authorized by this Article. Section 8-4-8 Denial or Revocation A. The Town shall deny or revoke a license if a cause of suspension under Section 8-4-7 occurs twice within any 12-month period. Fountain Hills Town Code 33 2319220.11 B. The Town shall deny or revoke a license if it determines that any of the following have occurred: 1. A licensee gave false or misleading information in the material submitted during the application process. 2. A licensee has knowingly allowed possession, use, or sale of controlled substances on the premises. 3. A licensee has knowingly allowed prostitution on the premises. 4. A licensee knowingly operated the adult business during a period of time when the licensee’s license was suspended or expired. 5. Except in the case of an adult motel, a licensee has knowingly allowed any act of sexual intercourse, sodomy, oral copulation, masturbation, or other sex act to occur in or on the licensed premises. 6. A licensee is delinquent in payment to the Town, County, or State for any taxes or fees past due. C. If the Town determines that grounds exist to deny or revoke a license under this Article, the Town shall notify the applicant, licensee in writing of the intent to deny or revoke, including the grounds therefore. D. Within 10 work days of receipt of such notice, the recipient may respond to the notice in writing, stating the reasons why the license should not be denied or revoked. If the Town does not receive a response in the time required, the Town’s notice shall be the final administrative action of denial or revocation. The Town shall send an additional notice to confirm the denial or revocation notice within five business days after the time to respond expires. E. If the Town receives a response, within 15 business days of receipt, the Town shall either (1) notify the applicant, or licensee of the Town’s withdrawal of the intent to deny or revoke or (2) notify the applicant, or licensee of the date, time and place for a hearing in a manner consistent with Section 8-1-12(B) – (D) above before a hearing officer appointed by the Town Manager or the authorized designee. F. If the Town fails to send a timely notification either withdrawing the intent to deny or revoke or scheduling a hearing, a decision in favor of the applicant or licensee is deemed made. G. The hearing shall be conducted not less than 15 or more than 20 business days after the Town’s receipt of the response. Fountain Hills Town Code 34 2319220.11 H. If the hearing officer finds no grounds to deny the license, the Town shall issue the license. If the hearing officer finds no grounds to revoke the license, the Town shall withdraw the intent to revoke and deem the license valid. The Town shall take action required under this subsection within five business days of the hearing officer’s written decision. I. In the case of an intent to deny or revoke a license, the licensee may continue to operate for 15 days after the decision becomes final. The decision shall be deemed final at the end of five business days after it is mailed and shall constitute a final administrative action. J. All notices under this Section shall be sent by certified mail to the applicant or licensee’s address on file with the Town. K. When the Town revokes a license, the revocation shall continue for one year, and the licensee shall not be issued an adult business license for one year from the date the revocation became effective. If, subsequent to revocation, the Town finds that the basis for the revocation has been corrected or abated, the applicant may be granted a license if at least 90 days have elapsed since the date the revocation became effective. Section 8-4-9 Transfer of License A licensee shall not transfer his/her license to another, nor shall a licensee operate an adult business under the authority of a license at any place other than the address designated in the application. Fountain Hills Town Code 35 2319220.11 Article 8-5 SPECIAL EVENT LIQUOR LICENSES Sections: 8-5-1 Purpose 8-5-2 License Required 8-5-3 Application; Review; Conditions Section 8-5-1 Purpose Alcoholic beverages may only be permitted at a Special Event if approved by both the Town Council and the Director of the Arizona Department of Liquor Licensing and Control as set forth in this Article and ARIZ. REV. STAT. § 4-203.02, as amended. Sponsors seeking approval by the Town Council shall adhere to the requirements set forth in this Article and ARIZ. REV. STAT. § 4- 203.02, as amended. For the purposes of this Article, the defined terms set forth in Article 8-3 above shall apply. Section 8-5-2 License Required In addition to other penalties provided by applicable law, it is violation of this Article to serve alcohol in an area not licensed by the Arizona Department of Liquor Licensing and Control without first obtaining a Special Event Liquor License pursuant to this Article. 8-5-3 Application; Review; Conditions The following conditions shall be met in order to obtain Town Council approval of a Special Event Liquor License. A. A complete Special Event Permit Application pursuant to Article 8-3 of this Code, including all applicable Town fees, must be submitted prior to or in conjunction with a Special Event Liquor License application under this Article. A Special Event Liquor License application will not be approved until the related Special Event has been approved by the Special Event Committee and the Town Manager or the authorized designee and/or the Town Council as set forth in Section 8-3-7 of this Code. All Special Event Liquor License applications must be submitted in complete form, including all attachments and fees, at least 90 days before the Special Event date. If there are multiple Special Event Liquor License applications affiliated with one Special Event, all such applications must be submitted as a complete packet for review at one time. B. It is the Special Event Sponsor’s responsibility to obtain any information required to complete the application. An incomplete application will be returned. Fountain Hills Town Code 36 2319220.11 C. Every application shall be accompanied by the appropriate application fee in an amount set forth in the Town’s fee schedule, as adopted by the Town Council as part of the Town’s annual budget or by separate resolution. D. Previous violations by the Sponsor of this Code or a Special Event Liquor License may impact the Town’s recommendation for future permits. E. Those serving liquor must meet all requirements of the Arizona Department of Liquor Licensing and Control. F. Security Requirements. 1. The Special Event Liquor License Sponsor must provide a plan for security during liquor sales, including methods for ensuring alcohol does not leave the area covered by the Special Event Liquor License. A Special Event layout indicating ingress/egress points, security, fencing, etc., must be included with the application. The Town Manager or the authorized designee will establish minimum security requirements for Special Events with alcoholic beverage service. The Maricopa County Sheriff's Office will determine whether the Town Manager’s minimum security requirements or whether additional security personnel are required. The Town Manager or the authorized designee shall approve or deny all security plans for Special Event Liquor Licenses after receiving a security recommendation from the Maricopa County Sheriff’s Office. 2. The Sponsor shall ensure the Special Event venue is set up according to the layout approved by the Town Manger or the authorized designee. The Special Event may be closed if any significant deviation from the approved plan is not remedied after a demand for compliance by the Town Manager or the authorized designee. 3. Required security personnel must be on-site from the time liquor service begins until all event patrons have cleared the designated area. 4. Security personnel must be deployed in a manner that prevents alcohol from leaving designated areas. 5. The Special Event Liquor License applicant shall immediately notify the Town Manager or the authorized designee if conditions change after issuance of the Special Event Liquor License. In the event of such notice, the Town will evaluate the changes and determine if additional security measures are warranted. If warranted, the applicant shall provide such additional security measures at its sole expense. Fountain Hills Town Code 37 2319220.11 G. Only the vendor or authorized designee holding the approved Special Event Liquor License is allowed to bring alcohol into the Special Event. There must be a designated bartender responsible for serving the alcohol at all times. At no time are guests allowed to bring in their own alcohol. H. Consumption of alcohol by any service staff or volunteers while on duty is strictly prohibited. Upon completion of shift or service hours, staff or volunteers must remove any indicators that identify them as staff or volunteers, such as badges, uniforms, event apparel (t-shirt, hat, etc.) in order to consume alcohol on the Special Event premises. I. Sponsors shall ensure conformance with all state and local laws governing the serving and consumption of beer, wine and spirits. J. Sponsors or their authorized designees are required to have all proper mechanisms in place to prevent under age consumption. 2748733.1 ORDINANCE 16-01 AN ORDINANCE OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, ADOPTING BY REFERENCE THE “TOWN OF FOUNTAIN HILLS BUSINESS REGULATIONS, AMENDED AND RESTATED AUGUST 18, 2016,” AND AMENDING THE FOUNTAIN HILLS TOWN CODE, CHAPTER 8, BUSINESS REGULATIONS. BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. That certain document known as the “Town of Fountain Hills Business Regulations, Amended and Restated August 18, 2016” (the “Amended Business Regulations”), of which one paper copy and one electronic copy maintained in compliance with ARIZ. REV. STAT. § 44-7041 are on file in the office of the Town Clerk, which document was made a public record by Resolution 2016-20 of the Town of Fountain Hills, Arizona, is hereby referred to, adopted and made a part hereof as if fully set out in this Ordinance. SECTION 2. The text of the Fountain Hills Town Code, Chapter 8 (Business Regulations) is hereby deleted in its entirety and replaced with the Amended Business Regulations, which shall be inserted into the Fountain Hills Town Code as the new Chapter 8 (Business Regulations). SECTION 3. Any person who fails to comply with any provision of the Amended Business Regulations shall be subject to civil and criminal penalties as set forth in Chapter 1 (Administration), Article 1-8 (Penalty) of the Fountain Hills Town Code, including civil penalties of not more than $250 base fine. Criminal penalties shall constitute a class one misdemeanor, punishable by a fine not to exceed $2,500.00 or by imprisonment for a period not to exceed six months, or by both such fine and imprisonment. Each day that a violation continues shall be a separate offense. 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 take all steps and execute all documents necessary to carry out the purpose and intent of this Ordinance. [SIGNATURES ON FOLLOWING PAGE] 2748733.1 2 PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, August 18, 2016. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Linda M. Kavanagh, Mayor Bevelyn J. Bender, Town Clerk REVIEWED BY: APPROVED AS TO FORM: Grady E. Miller, Town Manager Andrew J. McGuire, Town Attorney TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date:August 18,2016 Agenda Type:Regular Meeting Type:Regular Submitting Department:Development Services Bob Rodgers,Senior Planner,480-816-5138,rrodgers@fh.az.govStaffContactInformation: Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): PUBLIC HEARING to receive comments on ORDINANCE #16-07,a proposed amendment to Town of Fountain Hills Zoning Map. If adopted,the amendment would rezone approximately 2.07 acres at 11843 N.Desert Vista Drive, from the C-1 zoning district to the C-3 zoning district.If approved,the rezoning will allow the construction of an Automobile and RV storage facility.(Case #Z2016-06) CONSIDERATION of ORDINANCE #16-07,a proposed amendment to Town of Fountain Hills Zoning Map. If adopted,the amendment would rezone approximately 2.07 acres at 11843 N.Desert Vista Drive, from the C-1 zoning district to the C-3 zoning district.If approved,the rezoning will allow the construction of an Automobile and RV storage facility.(Case #Z2016-06) Applicant: Owner: Law Offices of Garry D.Hays,PC 2198 E.Camelback Rd.Ste 305 Phoenix,AZ 85016 480-329-6143 Anton V.Rimza 621 E.Goldenrod Phoenix,AZ 85048 480-460-0328 Property Location:11843 N.Desert Vista Drive,Fountain Hills,AZ Related Ordinance,Policy or Guiding Principle: Zoning Ordinance Chapter 2,Section 2.01 Amendments or Zone Changes Zoning Ordinance Chapter 7 -Parking &Loading Requirements Zoning Ordinance Chapter 12 -Commercial Zoning Districts Zoning Ordinance Chapter 19 -Architectural Review Guidelines Town of Fountain Hills General Plan,2010 Paee 1 of4 11843 N. Desert Vista Drive Staff Recommends Approval of the Rezoning Planning & Zoning Commission Recommends Approval of the Rezoning Subject to the stipulations outlined in the Staff Report. Staff Recommendation: 2752714.1 ORDINANCE 16-07 AN ORDINANCE OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, AMENDING THE TOWN OF FOUNTAIN HILLS OFFICIAL ZONING DISTRICT MAP FOR APPROXIMATELY 2.07 ACRES GENERALLY LOCATED AT THE SOUTHEAST CORNER OF NORTH DESERT VISTA DRIVE AND EAST TIOGA DRIVE AS SHOWN IN CASE NO. Z2016-06, FROM C-1 (NEIGHBORHOOD COMMERCIAL) TO C-3 (GENERAL COMMERCIAL). WHEREAS, the Mayor and Council of the Town of Fountain Hills (the “Town Council”) desires to amend the Town of Fountain Hills Official Zoning District Map (the “Zoning Map”) pursuant to ARIZ. REV. STAT. § 9-462.04, to change the zoning designation for an approximately 2.07 acre parcel of real property from C-1 (Neighborhood Commercial) to C-3 (General Commercial) (the “Zoning Map Amendment”); and WHEREAS, the Zoning Map Amendment proposed by this Ordinance is consistent with the Fountain Hills General Plan 2010, as amended; and WHEREAS, all due and proper notices of public hearings on the Zoning Map Amendment to be held before the Town of Fountain Hills Planning and Zoning Commission (the “Commission”) and the Town Council were given in the time, form, substance and manner provided by ARIZ. REV. STAT. § 9-462.04; and WHEREAS, the Commission held a public hearing on July 14, 2016, on the Zoning Map Amendment, after which the Commission recommended approval; and WHEREAS, the Town Council held an additional public hearing regarding the Zoning Map Amendment on August 18, 2016; and WHEREAS, in accordance with Article II, Sections 1 and 2 of the Arizona Constitution, the Town Council has considered the individual property rights and personal liberties of the residents of the Town before adopting this Ordinance. 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 approximately 2.07 acre parcel of real property generally located at the southeast corner of North Desert Vista Drive and East Tioga Drive, as shown in Case No. Z2016-06, as more particularly described and depicted on Exhibit A, attached hereto and incorporated herein by reference, is hereby rezoned from C-1 (Neighborhood Commercial) to C-3 (General Commercial), subject to the Town’s adopted codes, requirements, standards and regulations, and the following stipulations: 2752714.1 2 1. The applicants shall submit Concept Plans that are in substantial conformance with the proposal outlined in Case No. Z2016-06 showing any and all notes and revisions required in conjunction with adoption of this Ordinance to the Community Development Director for review and approval prior to making application for a Building Permit. A copy of said plans shall be submitted with any and all building permit applications for this project. 2. No site work or construction activities may be undertaken until after this Ordinance becomes effective according to Arizona law. SECTION 3. If any provision of this Ordinance is for any reason held by any court of competent jurisdiction to be unenforceable, such provision or portion hereof shall be deemed separate, distinct and independent of all other provisions and such holding shall not affect the validity of the remaining portions of this Ordinance. SECTION 4. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby authorized and directed to take all steps necessary to carry out the purpose and intent of this Ordinance. PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, August 18, 2016. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Linda M. Kavanagh, Mayor Bevelyn J. Bender, Town Clerk REVIEWED BY: APPROVED AS TO FORM: Grady E. Miller, Town Manager Andrew J. McGuire, Town Attorney 2752714.1 EXHIBIT A TO ORDINANCE 16-07 [Legal Description and Map of the Property] See following page. TOWN OF FOUNTAIN HILLS TOWN COUNCIL AGENDA ACTION FORM Meeting Date:August 18,2016 Agenda Type:Regular Meeting Type:Regular Submitting Department:Development Services Bob Rodgers,Senior Planner,480-816-5138,rrodgers@fh.az.govStaffContactInformation: Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA) REQUEST TO COUNCIL (Agenda Language): CONSIDERATION of RESOLUTION #2016-15,a DEVELOPMENT AGREEMENT between the Town of Fountain Hills and the Americana Development &Building Co.,LLC to allow the development of a Senior Living Facility consisting of 132 Independent Living units,60 Assisted Living units,52 Memory Care units,approximately 42,000 sq ft of Commercial/Retail in two buildings,a 2 acre park,and associated amenities located on a 12.24 acre commercial property on the north-east corner of Avenue of the Fountains and Westby Drive.(Case #DA2016-01) CONSIDERATION of a CONCEPT PLAN for the Americana Development &Building Co.,LLC to allow the development of a 12.24 acre commercial property on the north-east corner of Avenue of the Fountains and Westby Drive.(Case #CP2016-01) Applicant /Owner: Property Location: Americana Development &Building Co.,LLC >rd1920E.3ra Street Ste 14 Tempe,AZ,85281 (949)422-9741 16575 E.Palisades Blvd,Fountain Hills,AZ Related Ordinance,Policy or Guiding Principle: Zoning Ordinance Chapter 2,Section 2.02 -Special Use Permits Zoning Ordinance Chapter 2,Section 2.04 -Concept Plan Review Zoning Ordinance Chapter 2,Section 2.05 -Plan Review Zoning Ordinance Chapter 12 -Commercial Zoning Districts Zoning Ordinance Chapter 12,Section 12-05 -Special Use Permits in C-2 Districts Zoning Ordinance Chapter 19 -Architectural Review Guidelines Subdivision Ordinance Article 5 -Section 5.03 -Cut & Fill Standards General Plan 2010 -Downtown Area Specific Plan -West Side District Page 1 of7 16575 E. Palisades Blvd Staff Recommends Approve the Development Agreement & Approve the Concept Plan Planning & Zoning Commission Recommends Approve the Concept Plan Subject to the stipulations outlined in the Staff Report. Recommendations 2752572.1 RESOLUTION 2016-15 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE TOWN AND AMERICANA DEVELOPMENT & BUILDING CO., LLC. BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. The Development Agreement between the Town of Fountain Hills and Americana Development & Building Co., LLC is hereby approved in substantially the form and substance attached hereto as Exhibit A and incorporated herein by reference. SECTION 2. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby authorized and directed to execute all documents and 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, August 18, 2016. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Linda M. Kavanagh, Mayor Bevelyn J. Bender, Town Clerk REVIEWED BY: APPROVED AS TO FORM: Grady E. Miller, Town Manager Andrew J. McGuire, Town Attorney 2752572.1 EXHIBIT A TO RESOLUTION 2016-15 [Development Agreement] See following pages. 2648040.8 WHEN RECORDED RETURN TO: Town of Fountain Hills Attn: Town Clerk 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 =============================================================== DEVELOPMENT AGREEMENT FOR COPPER RIDGE, A SENIOR LIVING FACILITY & COMMERCIAL BUILDINGS =============================================================== TOWN OF FOUNTAIN HILLS, ARIZONA, an Arizona municipal corporation AND AMERICANA DEVELOPMENT & BUILDING CO., LLC, an Arizona limited liability company =============================================================== August 18, 2016 =============================================================== 2648040.8 DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND AMERICANA DEVELOPMENT & BUILDING CO., LLC THIS DEVELOPMENT AGREEMENT (this “Agreement”) dated August 18, 2016, (the “Effective Date”) is made and entered into by and between the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation (the “Town”) and AMERICANA DEVELOPMENT & BUILDING CO., LLC, an Arizona limited liability company (the “Developer”). The Town and Developer are sometimes referred to herein collectively as the “Parties,” or individually as a “Party.” RECITALS A. Developer has a real estate purchase contract for the acquisition of approximately 12.27 acres of that certain real property located at the northwest corner of Avenue of the Fountains and La Montana Drive, Fountain Hills, Arizona, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the “Property”). B. It is the Developer’s intention to develop the Property as a senior residential, senior services, retail and office project, including but not limited to senior apartments, assisted living, memory care, medical rehabilitation, retail shopping areas, restaurants, medical / professional offices and related uses (the “Project”). C. The Town desires that the Property be developed as an integral part of the Town Center area of Fountain Hills. The Town has determined that encouraging the development of the Property pursuant to this Agreement will result in significant planning, economic and other public purpose benefits to the Town and its residents by, among other things (i) the construction of public improvements, (ii) the development of the Property in a manner consistent with the Town’s General Plan, (iii) an increase in sales tax revenues to the Town arising from or relating to the development of the Property and (iv) the creation of new jobs and otherwise enhancing the economic welfare of the residents of the Town. D. The Parties understand and acknowledge that the ultimate development of the Project on the Property is a project of such magnitude that the Developer requires assurances from the Town that the Developer will have the ability to complete the development of the Project as contemplated by this Agreement. The Parties further understand and acknowledge that the Town seeks assurances from the Developer that the Developer will complete the acquisition of the Property and thereafter develop the Project on the Property in accordance with the land use plan attached hereto as Exhibit B and incorporated herein by reference (the “Preliminary Land Use Plan”) and in accordance with a “Concept Plan” as required by Sections 2.04 and 2.05 of the Town’s Zoning Ordinance (the “Zoning Ordinance”) prepared by the Developer consistent with the Preliminary Land Use Plan and submitted for approval by the Town’s Planning and Zoning Commission (the “Commission”) and the Town Council of the Town of Fountain Hills (the “Town Council”), as hereinafter provided in this Agreement. 2648040.8 2 E. The Parties understand and acknowledge that this Agreement is a “Development Agreement” within the meaning of and entered into pursuant to the terms of ARIZ. REV. STAT. § 9-500.05, in order to facilitate the proper development of the Property by providing for, among other things (i) conditions, terms, restrictions and requirements for the Property by the Town and (ii) other matters related to the development of the Property. The terms of this Agreement shall constitute covenants running with the Property as more fully described in this Agreement. AGREEMENT NOW THEREFORE, in consideration of the foregoing introduction and recitals, the promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties hereto agree as follows: 1. Incorporation of Recitals. The foregoing introduction and recitals are true and correct and incorporated by this reference as if fully set forth herein. 2. Term. The Developer, its successors and assigns, shall have the right to implement development on the Property in accordance with this Agreement for a period of five years from the Effective Date, at which time this Agreement shall automatically terminate as to the Property without the necessity of any notice, agreement or recording by or between the Parties (the “Term”); provided, however, that provisions of this Agreement that specifically survive the termination of this Agreement shall remain in full force and effect, subject only to the termination provisions herein specifically related thereto; provided further, however, that if Developer fails to completely fulfill any portion of its obligations as set forth in Section 6 below by the deadline for performance associated with each such obligation, this Agreement shall immediately terminate upon expiration of the applicable cure period without further act by the Town Council. This Agreement shall become effective only upon approval by the Town Council. 3. Land Use Plans. 3.1 Preliminary Land Use Plan. The Town hereby approves the Preliminary Land Use Plan attached hereto as Exhibit B. Developer acknowledges and agrees that such Preliminary Land Use Plan is intended to convey the overall land-use plan for the Project for the purposes of this Agreement, but it is not a “Concept Plan” as defined in the Zoning Ordinance. The Preliminary Land Use Plan includes, at a minimum: the layout, height, and percentage mix of uses for all buildings on the Project site; the locations and number of spaces, loading areas and basic site circulation of all Project parking areas; and architectural renderings showing general color pallets and building design. Notwithstanding the Town Council’s Approval of this Agreement, Developer must also receive approval by the Commission and Town Council of Concept Plans prepared in accordance with the Concept Plan requirements set forth in the Zoning Ordinance. 3.2 Concept Plan. The Concept Plan shall set forth the development standards, mix of uses and phasing for the Project that are consistent with the Intermediate Commercial Zoning District (“C-2”) zoning category provisions in the Zoning Ordinance, the 2648040.8 3 Town’s General Plan designations for the Property and the Downtown Area Specific Plan, which Concept Plan may be approved or denied by the Commission in its sole discretion. Developer further agrees that, due to the nature of this Project, the Concept Plan shall be subject to additional review by the Town Council, which may approve or deny the Concept Plan in its sole discretion. The Developer agrees and understands that its efforts to prepare the documents necessary for the Concept Plan applications are undertaken at its own risk, and that the Developer may not rely upon this Agreement as any guarantee that the Commission or the Town Council will approve the Concept Plan. Further, once approved by the Town Council, the Concept Plan shall not be amended or modified without Town Council approval. At Developer’s option, the Concept Plan may be submitted in three parts: submittal one will include the buildings and improvements shown in Phase 1 and Phase 2 of the Preliminary Land Use Plan; submittal two will include Phase 3a as shown on the Preliminary Land Use Plan; and submittal three will include Phase 3b as shown on the Preliminary Land Use Plan. 4. Approved Deviations for Zoning Ordinance Provisions. Unless specifically modified as set forth in this Agreement, the Project shall be developed according to the C-2 requirements of the Zoning Ordinance. 4.1 Parking Modifications. Except as specifically set forth in this Subsection, parking will be provided according to Section 7.04 of the Zoning Ordinance on a Project-wide basis. Parking shall be shared between phases throughout the Project; provided, however, that the shared parking necessary to meet requirements for Phase 3a shall be within 300 feet of the northernmost entry to the commercial/retail uses in Phase 3a. A. Commercial Parking. The parking requirements in 7.04 of the Zoning Ordinance are hereby modified so that the overall number of commercial on-site parking spaces is reduced by 20%. Additionally, Developer may count, as part of the overall required on-site commercial parking requirement, the immediately-adjacent on- street parking spaces. Developer agrees that street parking is used for calculation purposes only and shall not be reserved or used exclusively for businesses within the Project. Further, in order to ensure that the street parking adjacent to the Project is not utilized for residential purposes, the Town may restrict the timing or type of parking permitted in such immediately-adjacent street areas. B. Residential Parking. The parking requirements in 7.04 of the Zoning Ordinance are hereby modified so that the overall number of multiple-dwelling residential on-site parking spaces and guest parking spaces are reduced as follows: (i) for one-bedroom units, a reduction from 1.5 spaces per unit to 1.0 spaces per unit; and (ii) for two-bedroom units, a reduction from 2.0 spaces per unit to 1.5 spaces per unit; provided, however, that each residential unit shall have at least one dedicated, reserved parking space within 300’ of such unit. Developer shall not include as part of the overall required on-site residential parking requirement the immediately-adjacent on-street parking spaces. C. Street Parking. The Town will allow the use of diagonal street parking along the front of Phase 3a on La Montana Drive and parallel street parking 2648040.8 4 along Westby Drive in conjunction with Phase 3b, each as depicted in the Preliminary Land Use Plan. Developer will, at no cost to the Town, dedicate the property necessary for the La Montana Drive and Westby Drive parking areas to the Town upon completion of the parking lot improvements thereon and prior to issuance of a Certificate of Occupancy for any building in (i) Phase 3a, with respect to the La Montana Drive property, and (ii) Phase 3b, with respect to the Westby Drive property. Developer shall be permitted to count the new spaces constructed along La Montana Drive and Westby Drive, if any, as part of its commercial parking requirements for the Project. D. Parking Lot Design Modification. The minimum parking lot setback from the property line required by Subsection 7.03(B)(6) of the Zoning Ordinance is hereby reduced from 10 feet to 3 feet along the Westby Drive frontage. 4.2 Public Art Requirement. Developer shall provide the required contribution to the public art required for the Project as set forth in Subsection 19.05(I) of the Zoning Ordinance (the “Public Art Requirement”). The Town shall consider both stand-alone art pieces and art integrated into the architectural features of the buildings within the Project, as determined by the Public Art Committee of the Fountain Hills Cultural and Civic Association (the “Public Art Committee”). Prior to commencement of construction for any building within the Project, Developer shall meet with the Public Art Committee to agree on the estimated total value of the proposed art pieces over the entire Project (broken into components related to each phase). Prior to issuing a Certificate of Occupancy for each phase of the Project, the Developer and Public Art Committee shall agree on the effective value of the art that has been installed and that which has been presented on upcoming phases of the Project. The Public Art Committee’s determinations under this Section shall not be unreasonably delayed or withheld. If the total value of the public art to be provided cumulatively with each phase of the Project is less than would have been required under the Public Art Requirement, then Developer shall provide a bond sufficient to cover any shortfall. If Developer has not provided the full value of the required artwork by the end of the last phase, the Developer shall issue a check for the difference to the Town to satisfy the Public Art Requirement prior to issuance of the final Certificate of Occupancy. 4.3 Special Use Permit. Section 12.03 of the Zoning Ordinance requires a Special Use Permit in the C-2 zoning district for (A) group homes for handicapped and elderly people, nursing homes, homes for the aged and convalescent homes and (B) multifamily residential dwellings. Accordingly, Developer’s plans for the Property require a special use permit for the Phase 1 and Phase 2 uses. The Special Use Permit requirement is hereby deemed satisfied by this Agreement so long as Developer provides notice as otherwise would be required pursuant to Subsection 2.02(D) of the Zoning Ordinance. 4.4 Cut Waiver. The prohibition in Subsection 5.03(D) of the Town’s Subdivision Ordinance against cuts in excess of 10 feet in height is hereby waived. 4.5 Height Increase. The requirements of Section 12.13 of the Zoning Ordinance are hereby modified to allow for the portion of the independent living building shown on Exhibit C, attached hereto and incorporated herein by reference, to exceed the height 2648040.8 5 limitation in Section 12.13, but in no event shall any portion of the building exceed 54’ in height as measured from existing grade. Except as specifically modified in this Section, all height requirements of Section 12.13 shall apply. 5. Conditions to Town’s Obligations. The Town shall not be required to take any action contemplated by this Agreement until Developer has fully performed its obligations as set forth in Sections 6.1 – 6.12 below. 6. Developer’s Obligations. Developer shall perform all of its duties as set forth in this Section and according to the “Schedule of Performance” attached hereto as Exhibit D and incorporated herein by reference. Developer’s failure to timely perform its obligations as set forth below shall constitute a breach of this Agreement and shall cause the immediate termination thereof as set forth in Section 2 above. 6.1 Zoning Adherence and Performance. Developer agrees to develop the Project in accordance with the C-2 zoning district (except as specifically modified in this Agreement) and the Concept Plans, as reviewed and approved or denied by the Commission in its sole discretion and then approved or denied by the Town Council in its sole legislative discretion. Developer agrees to accept and comply with any conditions associated with Concept Plan approval by the Town Council. 6.2 Acquisition of the Property. Developer agrees to complete the acquisition of the Property (close escrow and confirm ownership) for development of the Project not later than 230 days after the Effective Date. 6.3 Construction Documents. Developer shall prepare and submit to the Town for the Town’s review and approval, the construction documents for the Project, as shown on Exhibit B, in accordance with the Schedule of Performance and the Town codes and ordinances. 6.4 Building Permits. Developer agrees and understands that no permits for the construction of the Project will be issued prior to Town Council approval of the Concept Plan. Developer shall secure all grading, building and construction permits, which may be required by the Town and any other governmental agency prior to starting any site grading or construction activities on the Property. 6.5 Construction on Property. Developer shall submit complete Construction Documents for the phases of the Project, receive building permits for vertical construction of the phases of the Project according to such construction documents and commence construction on the Project in accordance with the Schedule of Performance. For the purposes of this subsection, “commencement of construction” shall mean the mobilization of sufficient construction resources to the Property to complete the phases of the Project according to the Schedule of Performance and the Town’s codes and ordinances. Developer further agrees and acknowledges that it shall not be permitted to begin physical construction on the Property until, and if, the Town Council approves the Concept Plan for the applicable portion of the Property. 2648040.8 6 6.6 Third Party Review and Inspection. Developer agrees and understands that the Town has concluded it lacks resources to provide plan review and inspection services within the review time periods Developer desires for the Project, causing the Town to require an outside consultant to perform the tasks on the Town’s behalf. Developer will be required to pay the direct costs incurred by the Town resulting from its contract for the services of an outside firm to provide plan review and inspection in connection with the Project. The Town shall perform all plan review and inspections related to fire safety and planning and zoning; the Fountain Hills Sanitary District will perform all plan review and inspections related to sanitary sewer; and Epcor will perform all plan review and inspections related to the Project’s potable water supply. If a third-party plan review and inspection firm is retained, Developer shall only be responsible to pay 10% of the Town’s then-current building permit fee to cover the cost of the planning and zoning/landscape plan review and inspection. Developer shall be responsible for 100% of the cost of the plan review and inspection fees related to fire safety. 6.7 Traffic Study. Developer shall submit for review to the Town a traffic impact analysis prepared by a qualified professional identifying (A) the Project impacts on traffic circulation in the area surrounding the Project, including but not limited to the area bounded by Palisades Boulevard, Westby Drive, Avenue of the Fountains and La Montana Drive and (B) the Developer’s proposed mitigation for the impacts identified (the “Traffic Study”). The Traffic Study shall be submitted to the Town and the mitigation agreed to between the Parties by not later than the first building permit issued for the Project, and the required mitigation for a Phase shall be completed prior to the first Certificate of Occupancy for such Phase. 6.8 Developer Public Improvements. Developer shall design and construct all public improvements associated with the Project including, but not limited to, street, sidewalk and landscaping improvements to Palisades Boulevard, La Montana Drive and Westby Drive. Developer shall also provide for drainage catch basins along the north and south sides of the Avenue of the Fountains, at locations reasonably acceptable to Developer and the Town, to allow for Avenue of the Fountains drainage to be conveyed through Developer’s storm drainage system and for drainage flows from adjacent streets as deemed necessary by the Town Manager or authorized designee; provided, however that Developer shall not be required to provide detention for any such drainage. Upon completion and acceptance by the Town, Developer shall dedicate all such public improvements to the Town. 6.9 Phased Development. The Town acknowledges that Developer plans to develop the Property in four phases generally set forth in Exhibit B, as more particularly described in the Concept Plans as approved by the Town Council. The Town will review and approve the public infrastructure needs of each phase (the “Public Infrastructure Improvements”) as part of its approval of the construction documents of each phase. The Developer shall construct or cause to be constructed and installed any and all portions of the Public Infrastructure Improvements. The Town Engineer may require that the Developer construct portions of the Public Infrastructure Improvements not directly related to the phase being constructed by the Developer if, in the Town Engineer’s sole discretion, he determines that the construction sequence requested by the Developer will be detrimental to the Town or to the public. 2648040.8 7 6.10 Infrastructure Assurance. the Developer shall provide the Town with an irrevocable letter of credit or performance/payment bonds in such form and amount as required by the Town Attorney and Town Engineer to ensure that the installation of Public Infrastructure Improvements necessary for development of the Property or other Public Infrastructure Improvements directly related to such building permit or permits will be completed (the “Public Infrastructure Assurances”). The Public Infrastructure Assurances shall be required for a phase of the Project at the time permits are requested for any construction on that phase of the Project. 6.11 Dedication and Acceptance. Upon completion by Developer of any Infrastructure Improvements, the Developer shall promptly (A) notify the Town in writing of the presumptive completion of such Infrastructure Improvements and (B) dedicate to the Town, at no cost to the Town, such Infrastructure Improvements free and clear of all liens and encumbrances and in accordance with Town standards applicable to such dedication and acceptance. So long as such Infrastructure Improvements are constructed in accordance with Town standards, as verified by the inspection of the completed Infrastructure Improvements by the Town Engineer, all punch list items have been completed and the Infrastructure Improvements are free of any liens and encumbrances, the Town shall accept the Infrastructure Improvements. The Town shall notify the Developer, in writing, of the Town’s acceptance of the Infrastructure Improvements. Acceptance of any Infrastructure Improvement is expressly conditioned upon Developer providing a warranty for such Infrastructure Improvement consistent with Town standards and as provided in Section 6.12 below. Subject to the limitation set forth below, after acceptance of any Infrastructure Improvements, the Town thereafter shall maintain, repair and operate such Infrastructure Improvements at its own cost, which obligation shall survive any termination of this Agreement. Developer, at no cost to Town, shall dedicate, convey or obtain, as applicable all rights-of-way, rights of entry, easements and/or other use rights, wherever located, as useful or necessary for the operation and maintenance of the Infrastructure Improvements as required by the Town. 6.12 Warranty. Developer or its assignee shall give to the Town a one-year warranty for all Infrastructure Improvements or other such warranty as required by the Town Engineer, which warranty shall begin on the date that the Town accepts the Infrastructure Improvements as provided in this Section. Any material deficiencies in material or workmanship identified by Town staff during the one-year warranty period shall be brought to the attention of the Developer or its assignee that provided the warranty, which shall promptly remedy or cause to be remedied such deficiencies to the reasonable satisfaction of the Town Engineer. Continuing material deficiencies in a particular portion of the Infrastructure Improvements shall be sufficient grounds for the Town to require (A) an extension of the warranty for an additional one-year period and (B) the proper repair of or the removal and reinstallation of, that portion of the Infrastructure Improvements that is subject to such continuing deficiencies. Regardless of whether the applicable warranty period has expired, the Developer agrees to repair any damage to the Infrastructure Improvements caused by Developer’s construction activities on the Property. Nothing contained herein shall prevent the Town or Developer from seeking recourse against any other third party for damage to the Infrastructure Improvements caused by such third party. 2648040.8 8 7. Default. If either Party fails to perform any obligation, and such Party fails to cure its nonperformance within 30 days after notice of nonperformance is given by the non- defaulting Party, such Party will be in default (the “Cure Period”). In the event of such default, the non-defaulting Party may terminate this Agreement and will have all remedies that are available to it at law or in equity including, without limitation, the remedy of specific performance. If the nature of the defaulting Party’s nonperformance is such that it cannot reasonably be cured within 30 days, then the defaulting Party will have such additional periods of time as part of the Cure Period as may be reasonably necessary under the circumstances, provided the defaulting Party immediately commences to cure its nonperformance and thereafter diligently continues to completion the cure of its nonperformance. In no event shall any such Cure Period exceed 60 days. 8. General. 8.1 Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if: (A) delivered to the Party at the addresses set forth below; (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below; or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to Town: Town of Fountain Hills 16705 East Avenue of the Fountains. Fountain Hills, Arizona 85268 Attn: Town Manager With a copy to: GUST ROSENFELD, P.L.C. One East Washington, Suite 1600 Phoenix, Arizona 85004-2553 Attn: Andrew J. McGuire If to Developer: Americana Development & Building Co., LLC 1920 East 3rd Street, Suite 14 Tempe, Arizona 85281 Attn: Dan Carter With a copy to: DAN CARTER 18710 Ravenwood Drive Perris, California 92570 TIFFANY & BOSCO, P.A. Camelback Esplanade II, Seventh Floor 2525 East Camelback Road Phoenix, AZ 85016-9240 Attn: Michael E. Tiffany or at such other address, and to the attention of such other person or officer, as any Party may designate in writing by notice duly given pursuant to this Section. Notices shall be deemed 2648040.8 9 received: (A) when delivered to the Party; (B) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage; or (C) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a Party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a Party shall mean and refer to the date on which the Party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. 8.2 Amendment. No amendment or waiver of any provision in this Agreement will be binding (A) on the Town unless and until it has been approved by the Town Council and has become effective or (B) on Developer unless and until it has been executed by an authorized representative. 8.3 Headings; References. The headings herein are inserted only as a matter of convenience and for reference and in no way define, limit or describe the meaning of any provision or the scope or intent of this Agreement nor in any way affect the terms and provisions hereof. 8.4 Time of the Essence. Time is of the essence with regard to performance under the terms and provisions of this Agreement, and any amendment, modification or revision thereof, with respect to the actions and obligations of each person bound by the terms hereof. 8.5 Attorney’s Fees. If either Party commences an action against the other to interpret or enforce any of the terms of this Agreement or because of the breach by the other Party of any of the terms hereof, the losing Party shall pay to the prevailing Party reasonable attorney’s fees, costs and expenses, including expert witness fees, incurred in connection with the prosecution or defense of such action. For the purpose of this Agreement, the terms “attorney’s fees, costs and expenses” shall mean the fees and expenses of counsel to the Parties hereto, which may include printing, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals, librarians and others not admitted to the bar but performing services under the supervision of an attorney. The term “attorneys’ fees, costs and expenses” shall also include, without limitation, all such fees and expenses incurred with respect to appeals, arbitrations and bankruptcy proceedings, and whether or not any action or proceeding is brought with respect to the matter for which said fees and expenses were incurred. 8.6 Recordation. This Agreement shall be recorded in its entirety in the Maricopa County Recorder’s Office not later than 10 days after it is fully executed by the Developer and the Town. 8.7 Choice of Law, Venue and Attorneys’ Fees. The laws of the State of Arizona shall govern any dispute, controversy, claim or cause of action arising out of or related to this Agreement. The venue for any such dispute shall be Maricopa County, Arizona, and each Party waives the right to object to venue in Maricopa County for any reason. Neither Party shall be entitled to recover any of its attorneys’ fees or other costs from the other Party incurred in any such dispute, controversy, claim, or cause of action, but each Party shall bear its own attorneys’ 2648040.8 10 fees and costs, whether the same is resolved through arbitration, litigation in a court, or otherwise. 8.8 Good Standing; Authority. Each Party represents and warrants that it is duly formed and validly existing under the laws of the State of Arizona with respect to Developer, or a municipal corporation within Arizona with respect to the Town and that the individuals executing this Agreement on behalf of their respective Party are authorized and empowered to bind the Party on whose behalf each such individual is signing. 8.9 Assignment. The provisions of this Agreement are binding upon and shall inure to the benefit of the Parties, and all of their successors in interest and assigns. 8.10 Third Parties. No term or provision of this Agreement is intended to, or shall be for the benefit of any person or entity not a Party hereto, and no such other person or entity shall have any right or cause of action hereunder. 8.11 No Partnership. None of the terms or provisions of this Agreement shall be deemed to create a partnership between or among the Parties hereto in their respective businesses or otherwise, nor shall it cause them to be considered joint ventures or members of any joint enterprise. Each Party hereto shall be considered a separate owner, and no Party hereto shall have the right to act as an agent for another Party hereto, unless expressly authorized to do so herein or by separate written instrument signed by the Party to be charged. 8.12 Waiver. No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver of any breach shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant, or condition of this Agreement. No waiver shall be effective unless it is in writing and is signed by the Party asserted to have granted such waiver. 8.13 Further Documentation. The Parties agree in good faith to execute such further or additional instruments and documents and to take such further acts as may be necessary or appropriate to fully carry out the intent and purpose of this Agreement. 8.14 Fair Interpretation. The Parties have been represented by counsel in the negotiation and drafting of this Agreement and this Agreement shall be construed according to the fair meaning of its language. The rule of construction that ambiguities shall be resolved against the Party who drafted a provision shall not be employed in interpreting this Agreement. 8.15 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original but all of which shall constitute one and the same instrument. 8.16 Computation of Time. In computing any period of time under this Agreement, the date of the act or event from which the designated period of time begins to run shall not be included. The last date of the period so completed shall be included unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is not a Saturday, Sunday or legal holiday. The time for performance of any 2648040.8 11 obligation or taking any action under this Agreement shall be deemed to expire at 5:00 p.m. (local time, Phoenix, Arizona) on the last day of the applicable time period provided herein. 8.17 Conflict of Interest. Pursuant to ARIZ. REV. STAT. § 38-503 and § 38-511, no member, official or employee of the Town shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which he or she is, directly or indirectly, interested. This Agreement is subject to cancellation pursuant to the terms of ARIZ. REV. STAT. § 38-511. 8.18 Severability. Every provision of this Agreement is and will be construed to be a separate and independent covenant. If any provision in this Agreement or the application of the same is, to any extent, found to be invalid or unenforceable, the remainder of this Agreement or the application of that provision to circumstances other than those to which it is invalid or unenforceable will not be affected by that invalidity or unenforceability. Each provision in this Agreement will be valid and will be enforced to the extent permitted by law and the Parties will negotiate in good faith for such amendments of this Agreement as may be necessary to achieve its intent, notwithstanding such invalidity or unenforceability. 8.19 Covenant of Good Faith. In exercising their rights and in performing their obligations pursuant to this Agreement, the Parties will cooperate with one another in good faith to ensure the intent of this Agreement can be attained. 8.20 Estoppel Certificate. Upon Developer’s written request, the Town will execute, acknowledge and deliver to Developer and all parties identified by Developer, including without limitation assignees, transferees, tenants, purchasers, investors, lenders, and mortgagees, a written statement certifying (A) that this Agreement is unmodified and in full force and effect (or, if there have been modifications , that this Agreement is in full force and effect, as modified, and stating modifications) and (B) whether there are any existing breaches or defaults by Developer then known to the Town under this Agreement, and if so, specifying the same. The Town will deliver the statement to Developer or such requesting party within 15 days after request. The Town acknowledges that any such assignee, transferee, tenant, purchaser, investor, lender, or mortgagee may rely upon such statement as true and correct. [SIGNATURES ON FOLLOWING PAGES] 2648040.8 12 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first set forth above. “Town” TOWN OF FOUNTAIN HILLS an Arizona municipal corporation By: Linda M. Kavanagh, Mayor ATTEST: Bevelyn J. Bender, Town Clerk (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On ___________________, 2016, before me personally appeared Linda M. Kavanagh, the Mayor of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose identity was proven to me on the basis of satisfactory evidence to be the person who she claims to be, and acknowledged that she signed the above document, on behalf of the Town of Fountain Hills. Notary Public (Affix notary seal here) [SIGNATURES CONTINUE ON FOLLOWING PAGE] 2648040.8 13 “Developer” AMERICANA DEVELOPMENT & BUILDING CO., LLC an Arizona limited liability company By: Dan Carter, Managing Member (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On ___________________, 2016, before me personally appeared Dan Carter, the Managing Member of AMERICANA DEVELOPMENT & BUILDING CO., LLC, an Arizona limited liability company, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the above document, on behalf of such company. Notary Public (Affix notary seal here) 2648040.8 EXHIBIT A TO DEVELOPMENT AGREEMENT FOR THE FOUNTAIN HILLS SENIOR LIVING FACILITY & COMMERCIAL BUILDINGS BETWEEN THE TOWN OF FOUNTAIN HILLS AND AMERICANA DEVELOPMENT & BUILDING CO., LLC [Legal Description of the Property] Page 1 of 6 2755182.2 EXHIBIT A-1 LEGAL DESCRIPTION BASHAS INC. PARCEL – (APN 176-07-853) THE LAND REFERRED TO HEREON IS SITUATED IN THE TOWN OF FOUNTAIN HILLS, COUNTY OF MARICOPA, STATE OF ARIZONA AND IS DESCRIBED AS FOLLOWS: THAT PORTION OF SECTION 15, TOWNSHIP 3 NORTH, RANGE 6 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF PARKVIEW AVENUE AND LA MONTANA DRIVE AS SHOWN ON FOUNTAIN HILLS CORRECTED FINAL PLAT NO. 208, EXHIBIT "A", IN DOCKET 9768, PAGES 659 AND 660, RECORDS OF MARICOPA COUNTY, ARIZONA; THENCE ALONG THE CENTERLINE OF SAID LA MONTANA DRIVE SOUTH 20 DEGREES 38 MINUTES 08 SECONDS WEST, 92.00 FEET; THENCE NORTH 69 DEGREES 21 MINUTES 52 SECONDS WEST, 42.00 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT ALSO BEING ON THE WESTERLY RIGHT-OF- WAY OF SAID LA MONTANA DRIVE BEING 84.00 FEET IN WIDTH; THENCE ALONG SAID RIGHT-OF-WAY SOUTH 20 DEGREES 38 MINUTES 08 SECONDS WEST, 454.00 FEET TO THE BEGINNING OF A TANGENT CURVE BEING CONCAVE NORTHERLY AND HAVING A RADIUS OF 30.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS AND AN ARC LENGTH OF 47.12 FEET, SAID POINT BEING ON THE NORTHERLY RIGHT-OF-WAY OF A ROAD MORE COMMONLY KNOWN AS AVENUE OF THE FOUNTAINS BEING 180.00 FEET IN WIDTH; THENCE ALONG SAID RIGHT-OF-WAY NORTH 69 DEGREES 21 MINUTES 52 SECONDS WEST, 820.00 FEET TO THE BEGINNING OF A TANGENT CURVE BEING CONCAVE NORTHEASTERLY AND HAVING A RADIUS OF 50.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS AND AN ARC LENGTH OF 78.54 FEET, SAID POINT BEING ON THE EASTERLY RIGHT-OF-WAY OF A ROAD MORE COMMONLY KNOWN AS WESTBY DRIVE BEING 84.00 FEET IN WIDTH; THENCE ALONG SAID RIGHT-OF-WAY NORTH 20 DEGREES 38 MINUTES 08 SECONDS EAST, 1052.00 FEET TO THE BEGINNING OF A TANGENT CURVE BEING CONCAVE SOUTHERLY AND HAVING A RADIUS OF 50.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS AND AN ARC LENGTH OF 78.54 FEET, SAID POINT BEING ON THE SOUTHERLY RIGHT-OF-WAY OF A ROAD MORE COMMONLY KNOWN AS PALISADES BOULEVARD BEING 110.00 FEET IN WIDTH; Page 2 of 6 2755182.2 THENCE ALONG SAID RIGHT-OF-WAY SOUTH 69 DEGREES 21 MINUTES 52 SECONDS EAST, 800.00 FEET TO THE BEGINNING OF A TANGENT CURVE BEING CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 50.00 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS AND AN ARC LENGTH OF 78.54 FEET, SAID POINT BEING ON THE WESTERLY RIGHT-OF-WAY OF A ROAD MORE COMMONLY KNOWN AS LA MONTANA DRIVE BEING 84.00 FEET IN WIDTH; THENCE ALONG SAID RIGHT-OF-WAY SOUTH 20 DEGREES 38 MINUTES 08 SECONDS WEST, 618.00 FEET, SAID POINT BEING THE TRUE POINT OF BEGINNING; EXCEPT ALL MINERALS AS RESERVED IN PATENT FROM THE UNITED STATES OF AMERICA; AND EXCEPT ALL GAS, COAL, UNDERGROUND WATER AND MINERALS, AS RESERVED IN DEED RECORDED IN DOCKET 13354, PAGE 94, RECORDS OF MARICOPA COUNTY, ARIZONA; AND EXCEPT THAT PORTION OF SECTION 15, TOWNSHIP 3 NORTH, RANGE 6 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE INTERSECTION OF PALISADES BOULEVARD AND LA MONTANA DRIVE AS SHOWN ON FOUNTAIN HILLS CORRECTED FINAL PLAT NO. 208 PER EXHIBIT A IN DOCKET 9768, PAGES 659 AND 660, RECORDS OF MARICOPA COUNTY, ARIZONA; THENCE ALONG THE CENTERLINE OF SAID PALISADES BOULEVARD NORTH 69 DEGREES 21 MINUTES 52 SECONDS WEST, A DISTANCE OF 622.00 FEET; THENCE SOUTH 20 DEGREES 38 MINUTES 08 SECONDS WEST, A DISTANCE OF 55.00 FEET TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF PALISADES BOULEVARD, BEING 110.00 FEET IN WIDTH, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 20 DEGREES 38 MINUTES 08 SECONDS WEST, A DISTANCE OF 820.00 FEET; THENCE SOUTH 69 DEGREES 21 MINUTES 52 SECONDS EAST, A DISTANCE OF 580.00 FEET, TO A POINT ON THE WESTERLY RIGHT-OF-WAY LINE OF SAID LA MONTANA DRIVE BEING 84 FEET IN WIDTH; THENCE NORTH 20 DEGREES 28 MINUTES 08 SECONDS EAST ALONG THE WESTERLY RIGHT-OF-WAY LINE OF SAID LA MONTANA DRIVE, A DISTANCE OF 770.00 FEET TO A POINT ON A TANGENT CURVE, CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 50.00 FEET; THENCE ALONG SAID CURVE AND WESTERLY RIGHT-OF-WAY THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, AN ARC DISTANCE OF 78.54 FEET Page 3 of 6 2755182.2 TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID PALISADES BOULEVARD, BEING 110 FEET IN WIDTH; THENCE NORTH 69 DEGREES 21 MINUTES 52 SECONDS WEST ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 530.00 FEET, SAID POINT BEING THE TRUE POINT OF BEGINNING; AND EXCEPT THAT PORTION OF SECTION 15, TOWNSHIP 3 NORTH, RANGE 6 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, BEING DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTERLINE OF PALISADES BOULEVARD AND LA MONTANA DRIVE; THENCE ALONG THE CENTERLINE OF SAID PALISADES BOULEVARD NORTH 69 DEGREES 21 MINUTES 52 SECONDS WEST, A DISTANCE OF 622.00 FEET; THENCE SOUTH 20 DEGREES 38 MINUTES 08 SECONDS WEST, A DISTANCE OF 55.00 FEET IN THE SOUTHERLY RIGHT-OF-WAY OF SAID PALISADES BOULEVARD BEING 110.00 FEET IN WIDTH; THENCE CONTINUING SOUTH 20 DEGREES 38 MINUTES 08 SECONDS WEST, A DISTANCE OF 227.08 FEET TO THE TRUE POINT OF BEGINNING, SAID POINT ALSO BEING ON THE WESTERLY BOUNDARY LINE OF FOUNTAIN HILLS PLAZA PLAT; THENCE SOUTH 69 DEGREES 21 MINUTES 52 SECONDS EAST, A DISTANCE OF 60.11 FEET; THENCE NORTH 20 DEGREES 38 MINUTES 48 SECONDS EAST, A DISTANCE OF 0.17 FEET TO A POINT, SAID POINT BEING THE NORTHWEST BUILDING CORNER; THENCE SOUTH 69 DEGREES 24 MINUTES 56 SECONDS EAST, A DISTANCE OF 168.04 FEET TO A POINT, SAID POINT BEING THE NORTH EAST BUILDING CORNER; THENCE SOUTH 20 DEGREES 37 MINUTES 18 SECONDS WEST, A DISTANCE OF 0.32 FEET; THENCE SOUTH 69 DEGREES 21 MINUTES 52 SECONDS EAST, A DISTANCE OF 69.85 FEET; THENCE NORTH 20 DEGREES 38 MINUTES 08 SECONDS EAST, A DISTANCE OF 15.08 FEET; THENCE SOUTH 69 DEGREES 21 MINUTES 52 SECONDS EAST, A DISTANCE OF 227.00 FEET; THENCE SOUTH 47 DEGREES 33 MINUTES 47 SECONDS EAST, A DISTANCE OF 26.93 FEET; Page 4 of 6 2755182.2 THENCE SOUTH 69 DEGREES 21 MINUTES 52 SECONDS EAST, A DISTANCE OF 30.00 FEET, SAID POINT BEING ON THE WESTERLY RIGHT-OF-WAY LINE OF LA MONTANA DRIVE BEING 84.00 FEET IN WIDTH; THENCE SOUTH 20 DEGREES 38 MINUTES 08 SECONDS WEST, 236.00 FEET ALONG SAID WESTERLY RIGHT-OF-WAY LINE OF LA MONTANA DRIVE; THENCE NORTH 69 DEGREES 21 MINUTES 52 SECONDS WEST, A DISTANCE OF 282.00 FEET; THENCE NORTH 20 DEGREES 38 MINUTES 08 SECONDS EAST, A DISTANCE OF 26.75 FEET; THENCE NORTH 69 DEGREES 21 MINUTES 52 SECONDS WEST, A DISTANCE OF 69.80 FEET; THENCE NORTH 20 DEGREES 37 MINUTES 18 SECONDS EAST, A DISTANCE OF 0.32 FEET TO A POINT, SAID POINT BEING THE SOUTHEAST BUILDING CORNER; THENCE NORTH 69 DEGREES 24 MINUTES 56 SECONDS WEST, A DISTANCE OF 168.13 FEET TO A POINT, SAID POINT BEING THE SOUTHWEST BUILDING CORNER; THENCE SOUTH 20 DEGREES 38 MINUTES 48 SECONDS WEST, A DISTANCE OF 0.17 FEET; THENCE NORTH 69 DEGREES 21 MINUTES 52 SECONDS WEST, A DISTANCE OF 60.07 FEET TO A POINT ON THE WESTERLY BOUNDARY LINE OF SAID FOUNTAIN HILLS PLAZA PLAT; THENCE NORTH 20 DEGREES 38 MINUTES 08 SECONDS EAST, ALONG SAID WESTERLY BOUNDARY LINE A DISTANCE OF 204.17 FEET, TO THE POINT OF BEGINNING; AND EXCEPT THAT PORTION OF SECTION 15, TOWNSHIP 3 NORTH, RANGE 6 EAST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, BEING DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF WESTBY DRIVE AND PALISADES BOULEVARD AS MONUMENTED BY A TOWN OF FOUNTAIN HILLS BRASS CAP FLUSH, FROM WHICH A TOWN OF FOUNTAIN HILLS BRASS CAP FLUSH MONUMENTING THE CENTERLINE OF WESTBY DRIVE LIES SOUTH 20 DEGREES 38 MINUTES 11 SECONDS WEST, A DISTANCE OF 1,040.58 FOR THE BASIS OF BEARING; THENCE SOUTH 69 DEGREES 21 MINUTES 41 SECONDS EAST ALONG THE MONUMENT LINE OF PALISADES BOULEVARD, A DISTANCE OF 337.21 FEET; THENCE LEAVING SAID MONUMENT LINE SOUTH 20 DEGREES 38 MINUTES 19 SECONDS WEST, A DISTANCE OF 55.00 FEET TO A POINT ON THE WESTERLY RIGHT- OF-WAY LINE OF PALISADES BOULEVARD, SAID POINT ALSO BEING THE POINT OF BEGINNING; Page 5 of 6 2755182.2 THENCE SOUTH 69 DEGREES 21 MINUTES 41 SECONDS EAST, A DISTANCE OF 25.00 FEET; THENCE SOUTH 20 DEGREES 39 MINUTES 36 SECONDS WEST, A DISTANCE OF 819.90 FEET; THENCE SOUTH 69 DEGREES 21 MINUTES 41 SECONDS EAST, A DISTANCE OF 153.25 FEET; THENCE SOUTH 20 DEGREES 28 MINUTES 11 SECONDS WEST, A DISTANCE OF 34.00 FEET; THENCE NORTH 69 DEGREES 21 MINUTES 41 SECONDS WEST, A DISTANCE OF 178.27 FEET; THENCE NORTH 20 DEGREES 39 MINUTES 36 SECONDS EAST, A DISTANCE OF 853.90 FEET TO THE POINT OF BEGINNING. SURVEYOR'S DESCRIPTION: BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEASTERLY CORNER OF LOT 1 AS SHOWN BY FOUNTAIN HILLS PLAZA, BOOK 997, PAGE 27, RECORDS OF MARICOPA COUNTY; THENCE SOUTH 20 DEGREES 38 MINUTES 08 SECONDS WEST 302.10 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTH WESTERLY AND HAVING A RADIUS OF 30.00 FEET; THENCE ALONG SAID CURVE TROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, AN ARC DISTANCE OF 47.12 FEET; THENCE NORTH 69 DEGREES 21 MINUTES 52 SECONDS WEST 820.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE NORTH EASTERLY AND HAVING A RADIUS OF 50.00 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, AN ARC DISTANCE OF 78.54 FEET; THENCE NORTH 20 DEGREES 38 MINUTES 08 SECONDS EAST 1052.00 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 50.00 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 00 SECONDS, AN ARC DISTANCE OF 78.54 FEET; THENCE SOUTH 69 DEGREES 21 MINUTES 52 SECONDS EAST 245.19 FEET; THENCE SOUTH 20 DEGREES 39 MINUTES 25 SECONDS WEST 853.90 FEET; THENCE SOUTH 69 DEGREES 21 MINUTES 52 SECONDS EAST 178.27 FEET; THENCE NORTH 20 DEGREES 38 MINUTES 00 SECONDS EAST 34.00 FEET; Page 6 of 6 2755182.2 THENCE SOUTH 69 DEGREES 21 MINUTES 52 SECONDS EAST 426.86 FEET TO THE POINT OF BEGINNING. CONTAINED WITHIN SAID BOUNDS, 533,463 SQUARE FEET, 12.247 ACRES. 2648040.8 EXHIBIT B TO DEVELOPMENT AGREEMENT FOR THE FOUNTAIN HILLS SENIOR LIVING FACILITY & COMMERCIAL BUILDINGS BETWEEN THE TOWN OF FOUNTAIN HILLS AND AMERICANA DEVELOPMENT & BUILDING CO., LLC [Preliminary Land Use Plan] See following pages. 2648040.8 B-1 Project Narrative: • General Information – The project will develop the current 12.24 acres of C-2 zoned property for a mixed-use development with senior residential, assisted living, commercial, professional and retail uses. The project will be developed in 4 phases and utilize shared parking throughout. Public Art will be distributed across all 4 of the project phases. • Phase 1 - Independent Senior Living Building & Clubhouse o Residential Building  3 Story; Type V, 1 hour construction  1 & 2 bedroom residential senior apartments  Approximately 130,000 Square feet  Building Footprint is approximately 45,000 Square Feet  Up to 150 residential units  Within Town Height Restrictions  Parking per current zoning requirements  Uses include various gathering spaces, hair salon, and community kitchen. o Clubhouse – Support Building for residents  2 Story; Type V, 1 hour construction  Approximately 15,000 Square Feet  Uses Include – offices, theater, restaurant/bar, gym & lockers, pool/spa, multi-purpose room, library, etc.  Public Art elements o Utility Building  3 Story; Type II, 2 hour construction  Uses Include Central Plant, pool equipment, workshop and storage o Resident Park Space  Approximately 2 acres  Serves as a storm water detention basin  Uses Include exercise paths, gardens, dog park, putting/chipping greens, Bocce ball, etc. 2648040.8 B-2 • Phase 2 – Assisted Services Building o Approximately 110,000 Square Feet o Type II Building construction o Ambulance drop-off / pick-up o Public Art – ‘Rotunda’ o Parking per current zoning requirements o Assisted Living Program  Approximately 60 units  Meal service  Spaces include gathering space, food service, activity areas o Memory Care  Approximately 20 units  Meal service  Spaces include gathering space, food service, activity areas o Medical Rehabilitation  Approximately 32 medical beds  Estimated stays expected at 25 days  Services include physical therapy, physical life skills training (cooking, walking, etc.). • Phase 3A – Retail Center o Conceptual Space Allocation Only o 1 story, type II Building Construction o Approximately 12,500 Square Feet o Diagonal on-street parking plus rear parking to meet current zoning requirements o Retail shops o Outdoor dining under Rotunda o Public Art adjacent • Phase 3B – Commercial, Medical / Professional Offices and/or Retail Building o Conceptual Space Allocation Only o 2 Story, Type II Building Construction o Up to 30,000 Square Feet o Parking per current zoning requirements o Public Art adjacent 2648040.8 EXHIBIT C TO DEVELOPMENT AGREEMENT FOR THE FOUNTAIN HILLS SENIOR LIVING FACILITY & COMMERCIAL BUILDINGS BETWEEN THE TOWN OF FOUNTAIN HILLS AND AMERICANA DEVELOPMENT & BUILDING CO., LLC [Height Limitation] See following page. 2648040.8 EXHIBIT D TO DEVELOPMENT AGREEMENT FOR THE FOUNTAIN HILLS SENIOR LIVING FACILITY & COMMERCIAL BUILDINGS BETWEEN THE TOWN OF FOUNTAIN HILLS AND AMERICANA DEVELOPMENT & BUILDING CO., LLC [Development Schedule] See following page. 2648040.8 D-1 SCHEDULE OF PERFORMANCE Deadline to Perform Task From Effective Date of Agreement Task/Obligation 230 days Complete Acquisition of the Property Phase 1 – Senior Apartments 8 Months Developer to have submitted Concept Plan and Construction Documents for Phase 1 improvements, including Public Infrastructure Improvements. 14 Months Developer to have begun construction of Phase 1 improvements. 30 Months Developer to have completed construction of Phase 1 improvements. Developer to have completed Public Infrastructure Improvements for Phase 1. Phase 2 – Assisted Living, Memory Care & Medical Rehabilitation 30 Months Developer to have submitted Concept Plan and Construction Documents for Phase 2 improvements, including Public Infrastructure Improvements. 54 Months Developer to have completed construction of Phase 2 improvements. Developer to have completed Public Infrastructure Improvements for Phase 1. Phase 3a – Commercial / Retail Building 30 Months Developer to have submitted a Concept Plan and Construction Documents for Phase 3a improvements, including Public Infrastructure Improvements. 54 Months Developer to have completed construction of Phase 3a improvements. Developer to have completed Public Infrastructure Improvements for Phase 3a. Phase 3b – Assisted Living, Memory Care & Medical Rehabilitation 60 Months Developer to have submitted a Concept Plan and Construction Documents for Phase 3b improvements, including Public Infrastructure Improvements. FOUNTAIN HILLS LAW FIRM 13034 NorthVerde River Drive,Suite 104, Fountain Hills,AZ85268 | P.O. Box 19565 Fountain Hills,AZ85269 p:480.626.7070 | f:480.626.2244 August 9,2016 °8~09~lf,Pn/ 6P04:32 RCVD Mayor and Town Council TOWN OF FOUNTAIN HILLS 16705 E.Avenue of the Fountains Fountain Hills, AZ 85268 Re:Concept Plan for Copper Ridge Mixed-Use Development; Dear Mayor and Town Council, Please be advised that our firm represents Thunder Ridge Homeowners' Association (hereinafter "Thunder Ridge")related to issues and concerns raised in accordance with the Concept Plan for Copper Ridge Mixed-Use Development (hereinafter "Copper Ridge")recently approved by the Fountain Hills Planning and Zoning Commission.Thunder Ridge's concerns have been set forth in detail below and we respectfully request the Council closely review and consider the non-conforming specifications previously approved bythe Planning and Zoning Commission. On July 14,2016,Americana Development and Building Co.,LLC (hereinafter "Americana"),presented its plan for Copper Ridge to the Planning and Zoning Commission,that approved the concept proposal by a 6-0 vote.Americana does not have any known prior project history and was incorporated in Tempe,AZ just over one (1)year ago.Its concept proposal calls for a three (3)phase development schedule over an unspecified period of time.(See attached Exhibit A.)Phase 1 ofthe proposal is to include a four (4)story independent living complex,a single story community center,and a two (2)acre community park.Phase 2 includes a plan for a two (2)story assisted living complex,and Phase 3 includes a plan for a one (1)story commercial retail complex,and a two (2)story commercial medical/professional complex. Although Thunder Ridge supports the principle of private development within the Town of Fountain Hills,its concerns lie in the foreseeable negative impact that the current Copper Ridge plans may have on existing communities,including Thunder Ridge and other nearby subdivisions.Copper Ridge,as currently proposed,will cause redact redact redact redact redact TOWN OF FOUNTAIN HILLS MINUTES OF THE REGULAR SESSION OF THE PLANNING &ZONING COMMISSION July 14,2016 ChairmanMichael Archambaultopenedthe meetingat 6:30 p.m. ROLL CALL: The following Commissioners were present:Chairman Michael Archambault.Vice-Chairman Eugene Mikolajczyk.Commissioners:Stan Connick,Jeremy Strohan,Susan Dempster and Howie Jones by telephone.Roger Owers was excused.Also in attendance were,Bob Rodgers,Interim Development Services Director and Paula Woodward,Executive Assistant and Recorder of the minutes. Chairman Michael Archambault requested participation in the Pledge of Allegiance and a moment of silent reflection. CALL TO THE PUBLIC No one wished to speak. AGENDA ITEM #1 -CONSIDERATION OF APPROVING THE PLANNING AND ZONING COMMISSION MEETING MINUTES DATED May 26.2016. Vice-Chairman Mikolajczyk MOVED to APPROVE the meeting minutes dated Thursday,May 26, 2016 as written.Commissioner Connick SECONDED and the MOTION CARRIED UNANIMOUSLY.(6/0) AGENDA ITEM #2 -PUBLIC HEARING TO RECEIVE COMMENTS ON ORDINANCE #16- 07,A PROPOSED AMENDMENT TO TOWN OF FOUNTAIN HILLS ZONING MAP.IF ADOPTED,THE AMENDMENT WOULD REZONE APPROXIMATELY 2.07 ACRES AT 11843 N.DESERT VISTA DRIVE,FROM THE C-l ZONING DISTRICT TO THE C-3 ZONING DISTRICT.IF APPROVED,THE REZONING WILL ALLOW THE CONSTRUCTION OF AN AUTOMOBILE AND RV STORAGE FACILITY.(CASE #Z2016-06) Chairman Archambault opened the public hearing at 6:32 p.m. Bob Rodgers, Interim Development Services Director, gave a PowerPoint presentation about the application submitted by Gany D Hays, PC, on behalf of a potential buyer, Tory Hive, for a rezoning of the property at 11843, N. Desert Vista Drive from C-l to C-3 for the purpose of constructing and operating the Desert Vista Storage Center, a motor vehicle storage facility. Mr. Rodgers said the application is also for a Concept Plan approval of the proposed storage facility. Mr. Rodgers referred to an aerial photo showing the site location in relation to the surrounding properties and uses. These properties are:Desert Vista Park to the West, The Yavapai Nation to the East,Colony Wash is to the North and, Desert Vista Place Condominiums to the South. Mr. Rogders showed a portion of the zoning map showing that the property is zoned C-l Commercial and the properties on the West side of the park are C- 3 Commercial,properties to the South are C-2 Commercial and the properties to the North are R-4, which is a pre-incorporation, Multi-Family zone. Storage facilities are not permitted in the C-l zoning district. They ARE permitted in the C-3 district. This is the reason for the rezoning request. Mr. Rodgers went on to show a "blow-up"of the site with existing conditions.Mr. Rodgers said the site is a little over 2 acres in size, mostly vacant except for the one building which has, in the past, been a doctor's office, and it was church. For the last 20 years it has been basically unused and now it's a bit run down. There are reports that it is becoming an attractive nuisance to kids. The structures behind the property adjacent to the Reservation are for a Sanitary Sewer Lift station. While Mr. Rodgers showed a slide of the Page 1 of 7