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Home My WebLink About2021.0504.TCRM.Agenda.PacketNOTICE OF MEETING REGULAR MEETING FOUNTAIN HILLS TOWN COUNCIL Mayor Ginny Dickey Vice Mayor David Spelich Councilmember Gerry Friedel Councilmember Sharron Grzybowski TIME: 5:30 P.M. — REGULAR MEETING WHEN: TUESDAY, MAY 4, 2021 WHERE: FOUNTAIN HILLS COUNCIL CHAMBERS 16705 E. AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ Councilmember Alan Magazine Councilmember Peggy McMahon Councilmember Mike Scharnow jl Councilmembers of the Town of Fountain Hills will attend either in person or by telephone conference call; a quorum of the Town's various Commission, Committee or Board members may be in attendance at the Council meeting. Notice is hereby given that pursuant to A.R.S. §1-602.A.9, subject to certain specified statutory exceptions, parents have a right to consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the Town Council are audio and/or video recorded and, as a result, proceedings in which children are present may be subject to such recording. Parents, in order to exercise their rights may either file written consent with the Town Clerk to such recording, or take personal action to ensure that their child or children are not present when a recording may be made. If a child is present at the time a recording is made, the Town will assume that the rights afforded parents pursuant to A.R.S. §1-602.A.9 have been waived. REQUEST TO COMMENT The public is welcome to participate in Council meetings. TO SPEAK TO AN AGENDA ITEM, please complete a Request to Comment card, located in the back of the Council Chambers, and hand it to the Town Clerk prior to discussion of that item, if possible. Include the agenda item on which you wish to comment. Speakers will be allowed three contiguous minutes to address the Council. Verbal comments should be directed through the Presiding Officer and not to individual Councilmembers. TO COMMENT ON AN AGENDA ITEM IN WRITING ONLY, please complete a Request to Comment card, indicating it is a written comment, and check the box on whether you are FOR or AGAINST and agenda item, and hand it to the Town Clerk prior to discussion, if possible. TO COMMENT IN WRITING ONLINE: Please feel free to provide your comments by visiting https://www.fh.az.gov/publiccomment and SUBMIT a Public Comment Card by 3:00 PM on the day of the meeting. These comments will be shared with the Town Council. Town Council Regular Meeting of May 4, 2021 2 of 4 REGULAR MEETING NOTICE OF OPTION TO RECESS INTO EXECUTIVE SESSION Pursuant to A.R.S. §38-431.02, notice is hereby given to the members of the Town Council, and to the general public, that at this meeting, the Town Council may vote to go into executive session, which will not be open to the public, for legal advice and discussion with the Town's attorneys for legal advice on any item listed on the following agenda, pursuant to A.R.S. §38-431.03(A)(3). CALL TO ORDER AND PLEDGE OF ALLEGIANCE — Mayor Dickey I►7lIQLTil401to] M I" 1L " ROLL CALL — Mayor Dickey 4. REPORTS BY MAYOR, COUNCILMEMBERS AND TOWN MANAGER A. RECOGNITION OF Outgoing Board/Commission Members SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS 6. 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. 7. CONSENT AGENDA ITEMS All items listed on the Consent Agenda are considered to be routine, noncontroversial matters and will be enacted by one motion of the Council. All motions and subsequent approvals of consent items will include all recommended staff stipulations unless otherwise stated. There will be no separate discussion of these items unless a councilmember or member of the public so requests. If a councilmember or member of the public wishes to discuss an item on the Consent Agenda, he/she may request so prior to the motion to accept the Consent Agenda or with notification to the Town Manager or Mayor prior to the date of the meeting for which the item was scheduled. The items will be removed from the Consent Agenda and considered in its normal sequence on the agenda. A. CONSIDERATION OF approving the meeting minutes of the Special Meeting of April 6, 2021, and the Regular Meeting of April 6, 2021. Town Council Regular Meeting of May 4, 2021 3of4 B. CONSIDERATION OF Resolution 2021-09, abandoning the 20' Public Utility and Drainage Easement at the rear of 16955 E Nicklaus Drive. C. CONSIDERATION OF Resolution 2021-10, abandoning a portion of the 10' Public Utility and Drainage Easement at the Southeast corner of 17324 E Barnes Drive. REGULAR AGENDA A. CONSIDERATION OF appointments to the Community Services Advisory Commission, McDowell Mountain Preservation Commission, Planning and Zoning Commission, and the Strategic Planning Advisory Commission. B. CONSIDERATION OF adopting Resolution 2021-13 of the Mayor and Council of the Town of Fountain Hills, Arizona, setting forth the Tentative Budget and establishing the maximum budget amount for the Town of Fountain Hills for the fiscal year beginning July 1, 2021, and ending June 30, 2022. C. CONSIDERATION OF Resolution 2021-011, approving an Intergovernmental Agreement with the State of Arizona for design and construction of sidewalk gap elimination along Saguaro Boulevard and Palisades Boulevard. D. CONSIDERATION OF approving the First Amendment to contract C2019-006b between the Town and Gcon Inc. for remodeling the Community Center restrooms. CONSIDERATION OF approving the First Amendment to Contract 2020-11 with Continental Flooring Company for the purchase and installation of flooring in Town owned facilities. CONSIDERATION OF approving the First Amendment to Professional Services Agreement 2021-005 with A&H Painting, INC. G. DISCUSSION WITH POSSIBLE DIRECTION to staff regarding the proposed Facility, Streets, and Honorary Naming Policy. H. DISCUSSION WITH POSSIBLE DIRECTION regarding the proposed Sponsorship Policy for Town Events, Programs, and Services. DISCUSSION WITH POSSIBLE CONSIDERATION relating to any item included in the League of Arizona Cities and Towns' weekly Legislative Bulletin(s) or relating to any action proposed or pending before the State Legislature. Town Council Regular Meeting of May 4,2021 4 of 4 9. 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. 10. ADJOURNMENT CERTIFICATE OF POSTING OF NOTICE The undersigned hereby certifies that a copy of the foregoing notice was duly posted in accordance with the statement filed by the Town Council with the Town Clerk. Dated thiscQ?Achy of � / ,2021. lizabeth A. e, MMC,Town Clerk The Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities.Please call 480-816-5199(voice) or 1-800-367-8939(TDD)48 hours prior to the meeting to request a reasonable accommodation to participate in the meeting or to obtain agenda information in large print format.Supporting documentation and staff reports furnished the Council with this agenda are available for review in the Clerk's Office. ITEM 7. A. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 05/04/2021 Meeting Type: Town Council Regular Meeting Agenda Type: Consent Submitting Department: Administration Prepared by: Elizabeth A. Klein, Town Clerk Staff Contact Information: Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF approving the meeting minutes of the Special Meeting of April 6, 2021, and the Regular Meeting of April 6, 2021. Staff Summary (Background) The intent of approving meeting minutes is to ensure an accurate account of the discussion and action that took place at the meeting for archival purposes. Approved minutes are placed on the Town's website and maintained as permanent records in compliance with state law. Related Ordinance, Policy or Guiding Principle N/A Risk Analysis N/A Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends approving the minutes of the Special Meeting of April 6, 2021, and the Regular Meeting of April 6, 2021. SUGGESTED MOTION MOVE to approve the minutes of the Special Meeting of April 6, 2021, and the Regular Meeting of April 6, 2021. Attachments Olen IL[61011 L,1► M,I AA 1117=— 2021.0406.TCRM M. M i n utes Form Review Form Started By: Elizabeth A. Klein Started On: 04/26/2021 01:48 PM Final Approval Date: 04/26/2021 TOWN OF FOUNTAIN HILLS MINUTES OF THE SPECIAL MEETING OF THE FOUNTAIN HILLS TOWN COUNCIL APRIL 6, 2021 1. CALL TO ORDER — Mayor Dickey Mayor Dickey called the Special Meeting of April 6, 2021, to order at 4:30 p.m. 2. ROLL CALL — Mayor Dickey Present: Mayor Ginny Dickey; Vice Mayor David Spelich; Councilmember Mike Scharnow; Councilmember Peggy McMahon; Councilmember Gerry Friedel; Councilmember Alan Magazine; Councilmember Sharron Grzybowski Staff Town Manager Grady E. Miller; Town Attorney Aaron D. Arnson; Town Clerk Present: Elizabeth A. Burke 3. RECESS INTO EXECUTIVE SESSION MOVED BY Vice Mayor David Spelich, SECONDED BY Councilmember Mike Scharnow to adjourn into Executive Session. Vote: 7 - 0 Passed - Unanimously 4. EXECUTIVE SESSION The Fountain Hills Town Council recessed into Executive Session at 4:30 p.m. A. Discussion or consultation for legal advice with the attorney or attorneys of the public body, pursuant to ARS 38-431.03(A)(3). i. Town Code related to washes. ii. Environmental Fee 5. ADJOURNMENT The Fountain Hills Town Council reconvened into Open Session at 5:17 p.m. at which time the Special Meeting of April 6, 2021, adjourned. Town Council Regular Meeting of April 6, 2021 2 of 2 TOWN OF FOUNTAIN HILLS ATTEST AND PREPARED BY: Elizabeth A. Klein, Town Clerk Ginny Dickey, Mayor TOWN OF FOUNTAIN HILLS MINUTES OF THE REGULAR MEETING OF THE FOUNTAIN HILLS TOWN COUNCIL APRIL 6, 2021 CALL TO ORDER AND PLEDGE OF ALLEGIANCE — Mayor Dickey Mayor Dickey called the Meeting of April 6, 2021, to order at 5:30 p.m. and led the Councilmembers and audience in the Pledge of Allegiance. 2. MOMENT OF SILENCE A Moment of Silence was held. 3. ROLL CALL — Mayor Dickey Present: Mayor Ginny Dickey; Vice Mayor David Spelich; Councilmember Mike Scharnow; Councilmember Peggy McMahon; Councilmember Gerry Friedel; Councilmember Alan Magazine; Councilmember Sharron Grzybowski Staff Town Manager Grady E. Miller; Town Attorney Aaron D. Arnson; Town Clerk Present: Elizabeth A. Burke 4. REPORTS BY MAYOR, COUNCILMEMBERS AND TOWN MANAGER Town Manager Grady Miller reported that for the last several weeks the Fire Chief has been working with the County on the pandemic and trying to secure a vaccination clinic in Fountain Hills. He said that they will be finalizing the dates within the next few days, and it will be held in the interior public area of the Community Center. They hope to provide 200 of the J & J vaccinations. He reminded everyone that next week there would be a public open house on the 2022 proposed budget and the following evening the Town Council will be holding their budget workshop. Councilmember Scharnow said that the Fountain Hills Coalition's 9th Annual Essay Contest was held at the high school last week, and they will be honoring 17 students at an awards ceremony. He said that they were really great essays, and it was good to see positive news coming forward. They were able to have a live function with parents and students. He said that he announced the other week that they were able to obtain some Narcon which was handed out by the Fire Department to counteract opioid overdoses. They have given out at least seven, and they have ordered more to give to the Chief. He also reported that at the high school they converted a storage room into a Team Room with many contributors involved. He also reported that he held a rummage sale that had a tremendous turnout, and he did Town Council Regular Meeting of April 6, 2021 2 of 8 not have to put up one sign. Councilmember Grzybowski reported that she attended the Greater Phoenix Economic Council's quarterly board meeting, and she was privileged to be the Council's representative. She said that she recently toured the Fountain Hills Medical Center two times, attended the League's legislative updates virtually, and received her second COVID shot, which her husband administered to her. Mayor Dickey reported that she attended the Valley Metro meeting, and they talked about the ARP distribution details to come and Prop 400. She also said that the Urban Land Institute had a good interview with Fort McDowell's President Bernadine Burnette. She attended the MAG Regional Council Meeting. The Arizona -Sonoran Regional Council is a council of local elected officials from Arizona Sonora who work with all levels of government and the business community to increase dialogue and strengthen cross -border economic development, which was set up by MAG. She attended an event to honor Vietnam Veterans, as well as events for the YWCA and United Way. She said that she attended the recent farewell to the Community Center Manager Mike Fenzel. She wished him well and said that he would be missed. A. PROCLAMATION declaring April 6, 2021, as Golden Rule Day. Mayor Dickey said that she received a request from some folks, and she asked the Community Services Program Coordinator Kade Nelson, along with members of the Mayor's Youth Council, if they would like to take it on as one of their projects. The youth reached out to Larry Fultz with the Arizona Interfaith Alliance, and he sent an invitation to the Town to become a Golden Rule Community. She then read the proclamation and invited representatives of the group to come forward to say a few words. Mr. Nelson came forward and said that they were hoping that Larry could join them this evening. He said that there was a total of nine members of the Mayor's Youth Council and they are very ambitious and want to be involved in bettering the town in which they live. He said that one of the projects they chose to do was the Mental Health Campaign. He said that they are joining eight other communities in Arizona, and it was a great honor. Councilmember Magazine said that the Youth Council has been a tremendous support to the Town. 5. SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS A. RECOGNITION and award of grants related to the Fountain Hills and Republic Services Community Grant Program. Town Council Regular Meeting of April 6, 2021 3 of 8 Mr. Miller said that he was pleased to host Republic Services, who has provided $10,000 a year in the way of a grant for nonprofits in the community. He said that in 2020 they did not award any grants, so this year they have $20,000 available. He asked Mr. Smith to come forward to help assist in presentation of the checks. Mr. Smith recognized in the audience David Hamblin with Republic Services and Stephen Herring, their Government Relations Director. He said that they had formed a committee with Republic Services representatives, and members of the community. They awarded nine grants with priorities on stewardship, education, and quality of life. He invited each of the following groups forward and presented a check to each: 1. Boys and Girls Club 2. Fearless Kitty Rescue 3. Fountain Hills Charter School 4. Fountain Hills Coalition 5. Fountain Hills Community Garden 6. Fountain Hills Theater 7. Fountain Hills Dark Sky Association 8. Fountain Hills Noon Kiwanis 9. River of Time Museum Mr. Smith said that they will be awarding another $10,000 in the fall. Mayor Dickey thanks representatives of Republic Services for doing this. 6. 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. None 7. CONSENT AGENDA ITEMS All items listed on the Consent Agenda are considered to be routine, noncontroversial matters and will be enacted by one motion of the Council. All motions and subsequent approvals of consent items will include all recommended staff stipulations unless otherwise stated. There will be no separate discussion of these items unless a councilmember or member of the public so requests. If a councilmember or member of the public wishes to discuss an item on the Consent Agenda, he/she may request so prior to the motion to accept the Consent Agenda or with notification to the Town Manager or Mayor prior to the date of the meeting for which the item was scheduled. The items will be removed from the Consent Agenda and considered in its normal sequence on the agenda. MOVED BY Councilmember Alan Magazine, SECONDED BY Councilmember Mike Scharnow to approve Consent Agenda Items 7-A through 7-G. Vote: 6 - 0 Passed Other: Vice Mayor David Spelich (RECUSE) Town Council Regular Meeting of April 6, 2021 4 of 8 A. CONSIDERATION OF approving the meeting minutes of the Council Retreat of February 23, 2021; and the Regular Meeting of March 16, 2021. B. CONSIDERATION OF Resolution 2021-07 approving an Intergovernmental Agreement with Maricopa County Animal Care and Control (Contract C2021-038) for July 1, 2021, through June 30, 2022, in the amount of $22,318. C. CONSIDERATION OF the Final Plat for Adero Canyon Phase II Parcel 2B Re -plat, a 43 lot, single-family subdivision in the Adero Canyon PAD. D. CONSIDERATION OF a request to apply for and take receipt of Proposition 202 grant funding in the amount of $10,000.00 from the Fort McDowell Yavapai Nation in order to support the town's tourism marketing efforts. E. CONSIDERATION OF Resolution 2021-05, abandoning the 10' Public Utility and Drainage Easement at the rear and the Northern 10' Public Utility and Drainage Easement of 16010 N Aspen Drive. F. CONSIDERATION OF approving a Cooperative Purchasing Agreement with PFM Asset Management, LLC in the cumulative amount of $60,000 for investment management services. G. CONSIDERATION OF approving a Special Event Liquor License application for the Fountain Hills Elks Lodge for an Extension of Premises liquor license in conjunction with the Elks Lodge Charity event located on the Elks Lodge property on April 27, 2021. 8. REGULAR AGENDA A. CONSIDERATION OF approving the Desert Vista Crosswalk Design Concept. Public Works Director Justin Weldy introduced Kim Carroll of Kimley Horn Engineering, a registered professional civil engineer, who gave a PowerPoint presentation which addressed: PROJECT BACKGROUND OVERVIEW OF 30% DESIGN CONCEPT PLAN VIEW RENDERINGS OF DESIGN CONCEPT STREET VIEW RENDERING OF DESIGN CONCEPT NEXT STEPS Councilmember McMahon asked if there was any type of curb or fencing in the median that would keep people from wandering off of the area. Ms. Carroll said that it was not in the design at this time, but it could be considered, perhaps with a vertical curb. Councilmember Friedel asked if the crosswalk could be moved up so it was even with the side street, rather than in the middle of the block. Ms. Carroll said they did look at that, but due to the grade being so steep, they could not be ADA compliant. Councilmember Scharnow asked if they could also address the landings when they get to Town Council Regular Meeting of April 6, 2021 5 of 8 the service drive, and if there could be a foot railing or something. Ms. Carroll said that they did not have an elevation view, but there is a slight retaining wall at that location. Mr. Weldy added that going from the south side there will be a raised curb. Mayor Dickey asked if there were concerns with the street lights being probably 18 feet high causing a conflict with dark skies. Mr. Weldy said that if they face any challenges, they can shield the lights. Councilmember Magazine said that when they looked at solar lighting on the Avenue they found that with the heat they do not last long. Mr. Weldy said that this is a new system and will only be storing energy in a battery; it is a different application, and the only one approved by the FHA. Councilmember Magazine asked if this was on the approved 2021 capital listing and in this year's budget. Mr. Weldy said that it was not in the first six months, but it was reauthorized in December to move forward. It is in the CIP budget for this year and a percentage in next year's budget. MOVED BY Councilmember Sharron Grzybowski, SECONDED BY Councilmember Mike Scharnow to direct staff to proceed with the final design of the Desert Vista Crosswalk. Vote: 7 - 0 Passed - Unanimously B. PUBLIC HEARING AND CONSIDERATION OF Ordinance 21-04, amending Zoning Ordinance Chapter 5, General Provisions, Section 5.09, Walls and Fences, subsection A. 2. regarding provisions for golf ball fences. Mayor Dickey opened the public hearing. Development Services Director John Wesley said that the current code allows for golf nets (fencing) to be installed on properties around the golf courses, but it requires a special use permit. He said that they have routinely been approved, and the last time the Town Council recommended that they be approved administratively. If someone does not meet the restrictions, then they could apply for a special use permit. Councilmember Magazine asked where the 25 foot limit came from. Mr. Wesley said that is what is the code currently. He said that the maximum height he could support would be 30 feet. Vice Mayor Spelich said that he has been contacted by a resident who said that the current code allows them on the side or back yards, but with the way their house is situated, they need one on their front yard for the driving range. Mr. Wesley said that he would have to take a look at it, but he would have concerns with them being permitted in the front yards. He said that it would be best if the golf course put it on their property. Vice Mayor Spelich said that he does not want to approve this if it would limit those residents. Mr. Wesley said that approving this would still allow them to come before the Council if they did not meet the code. Councilmember Scharnow said that he was not sure that he would want to see them go to 30 feet. He asked if there is any notification of the neighbors required. Mr. Wesley said that if it met this requirement, no notice would be required. Town Council Regular Meeting of April 6, 2021 6 of 8 Mayor Dickey asked if things that are administratively approved can be appealed to the Council. Mr. Arnson said that it would depend on what is being done, but they may be able to go through the Board of Adjustment. There being no public input, the Mayor closed the public hearing. MOVED BY Councilmember Sharron Grzybowski, SECONDED BY Vice Mayor David Spelich to adopt Ordinance 21-04. Vote: 7 - 0 Passed - Unanimously C. DISCUSSION WITH POSSIBLE CONSIDERATION relating to any item included in the League of Arizona Cities and Towns' weekly Legislative Bulletin(s) or relating to any action proposed or pending before the State Legislature. Mr. Miller said that there was not a lot of activity; there were only four or five bills he wanted to share with the Council. They were: SB1146 - He said that this is the bill that removes the sales tax on vehicles being purchased for out of state use, and the Town Council previously took a position to oppose the bill. The League has been working diligently to try and get it killed. HB2049 - This is the bill geared at punishing some cities where the Legislature did not like how they were handling condemnation. They are working on an amendment, but he has not seen it. HB2190 - This bill is related to a vaccine passport. He said that the impacts are so broad; it would prohibit the state or counties from coming up with a COVID vaccine passport. The intent was meant for something else, but it could be interpreted badly. He said that if a government employer wanted to incentivize employees, they would be prohibited from doing that. Mayor Dickey said that they could not give them an extra hour at lunch to go get it. It could have to do with healthy living rewards. MOVED BY Councilmember Alan Magazine, SECONDED BY Councilmember Sharron Grzybowski to oppose this bill. Vote: 7 - 0 Passed - Unanimously HB2668 - Homelessness and using state property for camping. He said that it broadly describes municipal property. It may sound like a good tool, but it actually criminalizes street camping, and it may take away resources from the Town. He said that the intent was to try and address the issue, but they think it goes too far and takes away flexibility. Mayor Dickey said that it is unconstitutional. When they do not allow camping, they have to have an alternative, and nothing is close enough to offer. She said that the Institute did not even talk to anyone who may have suggestions related to homelessness. MOVED BY Councilmember Peggy McMahon, SECONDED BY Councilmember Mike Scharnow to oppose this bill. Town Council Regular Meeting of April 6, 2021 7 of 8 Vote: 7 - 0 Passed - Unanimously SB1379 - Short-term rental. Mr. Miller said that this bill died. Councilmember Magazine said that people in Sedona are leaving in droves; it is ruining their town. Councilmember McMahon said that Eagle Mountain voted to prohibit short-term rentals and it passed by over 75%. Councilmember Magazine asked if that was legal. Mr. Arnson said that it was. Mr. Miller said that they met with the NPOA Board before and tried to encourage them to consider this. They believe that some of the bigger ones may consider it, and it may be a way to address the issue. Mr. Miller said that the Governor is still talking about a flat tax, which would impact cities and towns, and under the current proposal it would impact the Town by $1 million a year. Councilmember Magazine asked about the status of the gun bill. Mr. Miller said that he has not looked at that one (HB2551). Mayor Dickey noted that in an older report it indicated that it passed the House and a Senate committee; she was not sure of its current status. Mr. Miller noted that the Legislature is more than halfway through its session. 9. 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. None 10. ADJOURNMENT MOVED BY Councilmember Alan Magazine, SECONDED BY Vice Mayor David Spelich to adjourn. Vote: 7 - 0 Passed - Unanimously The Regular Meeting of the Fountain Hills Town Council held April 6, 2021, adjourned at 6:44 p.m. TOWN OF FOUNTAIN HILLS Ginny Dickey, Mayor ATTEST AND PREPARED BY: Elizabeth A. Klein, Town Clerk Town Council Regular Meeting of April 6, 2021 8 of 8 CERTIFICATION I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the Regular Meeting held by the Town Council of Fountain Hills in the Town Hall Council Chambers on the 6th day of April, 2021. 1 further certify that the meeting was duly called and that a quorum was present. DATED this 4th day of May, 2021. Elizabeth A. Klein, Town Clerk ITEM 7. B. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 05/04/2021 Meeting Type: Town Council Regular Meeting Agenda Type: Consent Submitting Department: Public Works Prepared by: David Janover, Town Engineer Staff Contact Information: Justin Weldy, Public Works Director Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF Resolution 2021-09, abandoning the 20' Public Utility and Drainage Easement at the rear of 16955 E Nicklaus Drive. Staff Summary (Background) This is a proposal to abandon the pre -incorporation 20' Public Utility and Drainage Easement at the rear of Plat 401-B, Block 3, Lot 23 (16955 Nicklaus Drive). John Hillmann, the applicant of this request, plans to construct a new pool and patio within the existing easement. Staff has reviewed the site to determine potential onsite drainage issues in addition to the Town's general interest in the easement. There is no need for the Town to retain the drainage easement proposed to be abandoned, with the understanding that the owner of the lot is required to pass the developed flows generated by the upstream lots across their property. All public utilities have approved the abandonment of this easement. Related Ordinance, Policy or Guiding Principle N/A Risk Analysis N/A Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends adoption of Resolution 2021-09. SUGGESTED MOTION MOVE to adopt Resolution 2021-09. Attachments Vicinity Map Exhibit A: Survey Aerial Photo Map Res 2021-09 Inbox Town Clerk Development Services Director Town Attorney Town Manager Form Started By: David Janover Final Approval Date: 04/20/2021 Form Review Reviewed By eburke John Wesley Aaron D. Arnson Grady E. Miller Date 04/20/2021 11:24 AM 04/20/2021 11:44 AM 04/20/2021 11:47 AM 04/20/2021 11:50 AM Started On: 04/20/2021 11:06 AM TOWN OF FOUNTAIN HILLS EASEMENT ABANDONMENT EXHIBIT "A11 PLAT 401 B BLOCK 3 LOT 23 N�ckC 0 68`42 0 W \ 24 ri W E s 0 20' 40' mm%mm� SCALE: 1" = 40' DATE: 04-5-2021 BLOCK 3 LOT 23 ABANDON 20' c P.U.E. & D.E. ,c M 22 \�Ick ORI�Ok • r �t = LOT 24 i' \ Fr it 03 ob LOT 23 r ►� R 'i LOT 22 -- ABANDON ; • �, 111. 7 8' X 20' s' P.U.E. & D.E. ♦• • ♦ +►- OL ,.. ' PARCEL C40 �4NXIN that is AY�tio DEVELOPMENT SERVICES EA: 2021-08 2019 AERIAL SITE PLAN PLAT: 401 B, BLOCK 3, LOT 23 ADDRESS: 16955 E NICKLAUS DR ZONING: R1-8 LOT AREA: 14,988 SF ROOF AREA: N/A (AREAS ARE APPROXIMATE) LEGEND: LOTLINE RIGHT OF WAY CENTERLINE — EASEMENT ABAND. EASEMENT SUBJECT SITE N AV W E IT, 0 10' 20' MM%=O� SCALE: 1" = 20' RESOLUTION 2021-09 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, ABANDONING WHATEVER RIGHT, TITLE, OR INTEREST IT HAS IN THE PRE - INCORPORATION 20' PUBLIC UTILITY AND DRAINAGE EASEMENT AT THE REAR (16955 E NICKLAUS DRIVE) PROPERTY LINE OF PLAT 401-B, BLOCK 3, LOT 23, FOUNTAIN HILLS, ARIZONA, AS RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, RECORDED IN BOOK 155, OF MAPS, PAGE 12 RECITALS: WHEREAS, the Mayor and Council of the Town of Fountain Hills (the "Town Council"), as the governing body of real property located in the Town of Fountain Hills (the "Town"), may require the dedication of public streets, sewer, water, drainage, and other utility easements or rights -of -way within any proposed subdivision; and WHEREAS, the Town Council has the authority to accept or reject offers of dedication of private property by easement, deed, subdivision, plat or other lawful means; and WHEREAS, all present utility companies have received notification of the proposed abandonment. ENACTMENTS: NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, as follows: SECTION 1 That the public utility and drainage easement, located at the rear property line of Plat 401-B, Block 3, Lot 23(16955 E Nicklaus Drive) Fountain Hills, as recorded the Office of the County Recorder of Maricopa County, Arizona, Book 155 of Maps, Page 12, are hereby declared to be abandoned by the Town. Certain lots within this subdivision are subject to lot -to -lot drainage runoff. The property owner is required to pass the developed flows generated by the upstream lots across their property. SECTION 2 That this Resolution is one of abandonment and disclaimer by the Town solely for the purpose of removing any potential cloud on the title to said property and that the Town in no way attempts to affect the rights of any private party to oppose the abandonment or assert any right resulting there from or existing previous to any action by the Town. PASSED AND ADOPTED BY the Mayor and Council of the Town of Fountain Hills, this 4t" day of May, 2021. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Ginny Dickey, Mayor Elizabeth A. Klein, Town Clerk RESOLUTION 2021-09 PAGE 2 REVIEWED BY: Grady E. Miller, Town Manager APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney i I UVI /. L TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 05/04/2021 Meeting Type: Town Council Regular Meeting Agenda Type: Consent Submitting Department: Public Works Prepared by: David Janover, Town Engineer Staff Contact Information: Justin Weldy, Public Works Director Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF Resolution 2021-10, abandoning a portion of the 10' Public Utility and Drainage Easement at the Southeast corner of 17324 E Barnes Drive. Staff Summary (Background) This is a proposal to abandon a portion of the pre -incorporation 10' Public Utility and Drainage Easement at the rear southeast corner of Plat 401-A, Block 6, Lot 8 (17324 E Barnes Dr.). Paul Janson, the applicant of this request, plans to construct a new block wall fence within the existing easement, so he can fully utilize the property. Staff has reviewed the site to determine potential on -site drainage issues in addition to the Town's general interest in the easement. There is no need for the Town to retain the drainage easement proposed to be abandoned, with the understanding that the owner of the lot is required to pass the developed flows generated by the upstream lots across their property. All public utilities have approved the abandonment of this easement. Related Ordinance, Policy or Guiding Principle N/A Risk Analysis N/A Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends adoption of Resolution 2021-10. SUGGESTED MOTION MOVE to adopt Resolution 2021-10. Attachments Vicinity Map Exhibit A: Survey Aerial Photo Map Res 2021-10 Form Review Inbox Reviewed By Town Clerk eburke Development Services Director John Wesley Town Attorney Aaron D. Arnson Town Manager Grady E. Miller Form Started By: David Janover Final Approval Date: 04/22/2021 Date 04/20/2021 11:30 AM 04/20/2021 01:53 PM 04/22/2021 08:38 AM 04/22/2021 09:57 AM Started On: 04/19/2021 07:45 AM TOWN OF FOUNTAIN HILLS EASEMENT ABANDONMENT EXHIBIT "A" PLAT 401 A BLOCK 6 LOT 8 N 83 24'10" W J I I I 76.39 I I I I I I I I I z Icd I I Ic BLOCK 6 I N l LOT 8 I I I w ILu I I 10 I I �o I I A I I �\\ cn S � S � � 28� W E S 1 0 20' 40' 1 SCALE: 1" = 40' 1 DATE: 04-5-2021 I I I I I 1997—q6 3185 EAA v I I I r j I ABANDON 10' I P.U.E. & D.E. I ' I I I i I I I I I I I �fa iT 4� ? NN.4P '+ , • 13 44 •� a I 1 • 1 � 1-997 185 EA,, ; ABANDON 44 10' P.U.E. & D.E.,t A dams • J 1 • it ' C- C ) z 30 11 o`b �Othat is Av'tio DEVELOPMENT SERVICES EA: 2021-09 2019 AERIAL SITE PLAN PLAT: 401 A, BLOCK 6, LOT 8 ADDRESS: 17324 E BARNES DR ZONING: R1-8 LOT AREA: 17,646 SF ROOF AREA: N/A (AREAS ARE APPROXIMATE) LEGEND: LOTLINE RIGHT OF WAY CENTERLINE — EASEMENT ABAND. EASEMENT SUBJECT SITE RESOLUTION 2021-10 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, ABANDONING WHATEVER RIGHT, TITLE, OR INTEREST IT HAS IN THE PRE - INCORPORATION 10' PUBLIC UTILITY AND DRAINAGE EASEMENT AT THE REAR SOUTHEAST CORNER (17324 EAST BARNES DRIVE) PROPERTY LINE OF PLAT 401-A, BLOCK 6, LOT 8, FOUNTAIN HILLS, ARIZONA, AS RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF MARICOPA COUNTY, ARIZONA, RECORDED IN BOOK 155, OF MAPS, PAGE 11 RECITALS: WHEREAS, the Mayor and Council of the Town of Fountain Hills (the "Town Council'), as the governing body of real property located in the Town of Fountain Hills (the "Town"), may require the dedication of public streets, sewer, water, drainage, and other utility easements or rights -of -way within any proposed subdivision; and WHEREAS, the Town Council has the authority to accept or reject offers of dedication of private property by easement, deed, subdivision, plat or other lawful means; and WHEREAS, all present utility companies have received notification of the proposed abandonment. ENACTMENTS: NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, as follows: SECTION 1 That the public utility and drainage easement, located at the rear southeast corner property line of Plat 404-A, Block 6, Lot 8 (17324 E Barnes Drive) Fountain Hills, as recorded the Office of the County Recorder of Maricopa County, Arizona, Book 155 of Maps, Page 11, are hereby declared to be abandoned by the Town. Certain lots within this subdivision are subject to lot -to -lot drainage runoff. The property owner is required to pass the developed flows generated by the upstream lots across their property. SECTION 2 That this Resolution is one of abandonment and disclaimer by the Town solely for the purpose of removing any potential cloud on the title to said property and that the Town in no way attempts to affect the rights of any private party to oppose the abandonment or assert any right resulting there from or existing previous to any action by the Town. PASSED AND ADOPTED BY the Mayor and Council of the Town of Fountain Hills, this 4t" day of May, 2021. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Ginny Dickey, Mayor Elizabeth A. Klein, Town Clerk RESOLUTION 2021-10 PAGE 2 REVIEWED BY: Grady E. Miller, Town Manager APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney ITEM 8. A. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 05/04/2021 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Administration Prepared by: Elizabeth A. Klein, Town Clerk Staff Contact Information: Grady E. Miller, Town Manager Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF appointments to the Community Services Advisory Commission, McDowell Mountain Preservation Commission, Planning and Zoning Commission, and the Strategic Planning Advisory Commission. Staff Summary (Background) With the recent changes to board/commission appointment schedule, it is that time of year (April and October) for vacancies on boards and commission to be made for those whose terms are expiring this year. Additionally, a commissioner on the McDowell Mountain Preservation Commission recently resigned so replacement for that commission was also done at the same time. Applicants have been interviewed and the subcommittees have made their recommendations to the Mayor for formal consideration. Below (under RECOMMENDED MOTION) is a listing of the number of appointments and terms for each board/commission. Action by the Town Council could be made with one motion or for each board/commission individually. Related Ordinance, Policy or Guiding Principle Chapter 2A of the Town Code Risk Analysis N/A Recommendation(s) by Board(s) or Commission(s) Recommendations to the Mayor have been made by Council Subcommittees A and B. Staff Recommendation(s) Make appointments of citizens to the following boards and commissions as indicated below. SUGGESTED MOTION MOVE to appoint to the various Boards and Commissions as follows: COMMISSION TERM Community Services Advisory Comm. 04/30/24 04/30/24 (Youth Member) 06/30/22 McDowell Mountain Preservation Comm. 10/31/22 Planning & Zoning Commission 04/30/24 04/30/24 04/30/24 Strategic Planning Advisory Commission 04/30/24 APPOINTMENT Form Review Inbox Reviewed By Date Town Manager Grady E. Miller 04/26/2021 01:47 PM Form Started By: Elizabeth A. Klein Started On: 04/22/2021 08:50 AM Final Approval Date: 04/26/2021 ITEM 8. B. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 05/04/2021 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Administration Prepared by: David Pock, Finance Director Staff Contact Information: David Pock, Finance Director Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF adopting Resolution 2021-13 of the Mayor and Council of the Town of Fountain Hills, Arizona, setting forth the Tentative Budget and establishing the maximum budget amount for the Town of Fountain Hills for the fiscal year beginning July 1, 2021, and ending June 30, 2022. Staff Summary (background) The proposed Fiscal Year 2021-22 budget was presented to the Town Council at the budget workshop on April 13, 2021. The total proposed expenditure for all funds, as revised per Council's direction, is $39.1 million. Resolution 2021-13 establishes $39.1 million as the maximum amount of expenditures for Fiscal Year 21-22. After approval of this Resolution, changes to the budget can be made within line items, but the total amount cannot exceed $39.1 million. The Tentative Budget includes $4.1M in contingency expenditure authority for the General Fund. This contingency provides the Town with flexibility in the case of unforeseen events, such as emergency infrastructure repairs due to a storm. However, contingency can only be used if there are adequate financial resources available. Quarterly budget updates, including revenue collections, will be provided to the Town Council at the end of each quarter. Related Ordinance, Policy or Guiding Principle A.R.S. 42-17102 Risk Analysis If not approved, the Town will not be in compliance with state statute. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends adoption of Resolution 2021-13. SUGGESTED MOTION MOVE to adopt Resolution 2021-13. Attachments Res 2021-13 Presentation Inbox Finance Director (Originator) Town Attorney Town Manager Form Started By: David Pock Final Approval Date: 04/22/2021 Form Review Reviewed By David Pock Aaron D.Arnson Grady E. Miller Date 04/21/2021 06:22 PM 04/22/2021 08:41 AM 04/22/2021 03:16 PM Started On: 04/21/2021 01:53 PM RESOLUTION 2021-13 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, SETTING FORTH THE TENTATIVE BUDGET AND ESTABLISHING THE MAXIMUM BUDGET AMOUNT FOR THE TOWN OF FOUNTAIN HILLS FOR THE FISCAL YEAR BEGINNING JULY 1, 2021, AND ENDING JUNE 30, 2022 RECITALS: WHEREAS, pursuant to the provisions of the laws of the State of Arizona, the Mayor and Council of the Town of Fountain Hills (the "Town Council") are required to adopt a budget for each fiscal year; and WHEREAS, in accordance with ARiz. REV. STAT. § 42-17102, the Town Manager has prepared, and filed with the Town Council, the Town Manager's budget estimates for the fiscal year beginning July 1, 2021, and ending June 30, 2022. ENACTMENTS: NOW, THEREFORE, BE IT RESOLVED BY THE TOWN 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 statements and schedules attached hereto as Exhibit A and incorporated herein by reference are hereby adopted as the Town's official tentative budget for the fiscal year beginning July 1, 2021, and ending June 30, 2022, including the establishment of the maximum budget amount for such fiscal year in the amount of $39,124,094. SECTION 3. Upon approval of the Town Council, the Town Manager or designee shall publish in the official Town newspaper once a week for two consecutive weeks (i) the official tentative budget and (ii) a notice, in the form attached as Exhibit B and incorporated herein by reference, of the public hearing of the Town Council to hear taxpayers and make tax levies at designated times and places. The notice shall include the physical addresses of the Fountain Hills Town Hall, the Fountain Hills branch of the Maricopa County Library and the Town website where the tentative budget may be found. SECTION 4. The Town Manager or designee shall, no later than seven business days after the date of this Resolution, (i) make available at the Fountain Hills Town Hall and the Fountain Hills branch of the Maricopa County Library a complete copy of the tentative budget, and (ii) post the tentative budget in a prominent location on the Town's website. SECTION 5. 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 Resolution. RESOLUTION 2021-13 PAGE 2 PASSED AND ADOPTED BY the Mayor and Council of the Town of Fountain Hills, Arizona, this 4t" day of May, 2021. FOR THE TOWN OF FOUNTAIN HILLS: Ginny Dickey, Mayor REVIEWED BY: Grady E. Miller, Town Manager ATTESTED TO: Elizabeth A. Klein, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Pierce Coleman PLLC Town Attorney EXHIBIT A TO RESOLUTION 2021-13 [Tentative Budget] See following pages. Official Budget Forms Town of Fountain Hills Fiscal year 2022 3/21 Arizona Auditor General Official City/Town Budget Forms Town of Fountain Hills Table of Contents Fiscal Year 2022 Schedule A —Summary Schedule of Estimated Revenues and Expenditures/Expenses Schedule B—Tax Levy and Tax Rate Information Schedule C—Revenues Other Than Property Taxes Schedule D—Other Financing Sources/(Uses) and Interfund Transfers Schedule E—Expenditures/Expenses by Fund Schedule F—Expenditures/Expenses by Department (as applicable) Schedule G—Full-Time Employees and Personnel Compensation 3/21 Arizona Auditor General Official City/Town Budget Forms Town of Fountain Hills Summary Schedule of Estimated Revenues and Expenditures/Expenses Fiscal year 2022 S Funds Fiscal c h Special Revenue Capital Projects Enterprise Internal Service year General Fund Fund Debt Service Fund Fund Permanent Fund Funds Available Funds Total All Funds 2021 Adopted/Adjusted Budgeted Expenditures/Expenses* E 1 16,697,870 10,287,362 408,600 5,557,398 0 0 897,733 33,848,963 2021 Actual Expenditures/Expenses** E 1 2 14,473,117 6,934,473 404,029 5,137,638 0 0 315,274 27,264,532 2022 Fund Balance/Net Position at July 1*** 3 14,424,155 2,418,662 222,207 4,911,139 1 0 0 1,462,578 23,438,741 2022 Primary Property Tax Levy B 4 0 0 0 0 0 0 0 2022 Secondary Property Tax Levy B 5 0 0 0 0 0 0 0 2022 Estimated Revenues Other than Property Taxes C 6 22,678,294 8,868,178 2,280 2,149,174 0 0 9,600 33,707,526 2022 Other Financing Sources D 7 0 0 0 0 0 0 0 0 2022 Other Financing (Uses) D 8 0 0 0 0 0 0 0 0 2022 Interfund Transfers In D 9 0 2,656,051 0 555,000 0 0 1,390,554 4,601,605 2022 Interfund Transfers (Out) D 10 3,822,971 433,634 0 345,000 0 0 0 4,601,605 Line Reduction for Fund Balance Reserved for uture 2022 Budget Year Expenditures 11 Maintained for Future Debt Retirement 0 Maintained for Future Capital Projects 0 Maintained for Future Financial Stability 3,479,266 3,479,266 0 0 2022 Total Financial Resources Available 12 29,800,212 13,509,257 224,487 7,270,313 0 0 2,862,732 53,667,001 2022 Budgeted Expenditures/Expenses E 13 22,678,294 9,406,371 2,360 6,148,950 0 0 888,119 39,124,094 Expenditure Limitation Comparison 1 Budgeted expenditures/expenses 2 Add/subtract: estimated net reconciling items 3 Budgeted expenditures/expenses adjusted for reconciling items 4 Less: estimated exclusions 5 Amount subject to the expenditure limitation 6 EEC expenditure limitation 2021 $ 33,848,963 478,381 33,370,582 8,153,793 $ 25,216,789 $ 30,646,564 2022 $ 39,124,094 72,341 39,051,753 7,501,102 $ 31,550,651 1 $ 31,747,291 Includes Expenditure/Expense Adjustments Approved in the current year from Schedule E. Includes actual amounts as of the date the proposed budget was prepared, adjusted for estimated activity for the remainder of the fiscal year. Amounts on this line represent Fund Balance/Net Position amounts except for amounts not in spendable form (e.g., prepaids and inventories) or legally or contractually required to be maintained intact (e.g., principal of a permanent fund). 3/21 Arizona Auditor General SCHEDULE A Official City/Town Budget Forms Town of Fountain Hills Tax Levy and Tax Rate Information Fiscal year 2022 2021 2022 1. Maximum allowable primary property tax levy. A.R.S. §42-17051(A) $ $ 2. Amount received from primary property taxation in the current year in excess of the sum of that year's maximum allowable primary property tax levy. A.R.S. §42-17102(A)(18) 3. Property tax levy amounts A. Primary property taxes $ $ Property tax judgment B. Secondary property taxes Property tax judgment C. Total property tax levy amounts $ $ 4. Property taxes collected* A. Primary property taxes (1) Current year's levy $ (2) Prior years' levies (3) Total primary property taxes $ B. Secondary property taxes (1) Current year's levy $ (2) Prior years' levies 27,064 (3) Total secondary property taxes $ 27,064 C. Total property taxes collected $ 27,064 5. Property tax rates A. City/Town tax rate (1) Primary property tax rate Property tax judgment (2) Secondary property tax rate Property tax judgment (3) Total city/town tax rate B. Special assessment district tax rates Secondary property tax rates —As of the date the proposed budget was prepared, the city/town was operating two (2) special assessment districts for which secondary property taxes are levied. For information pertaining to these special assessment districts and their tax rates, please contact the city/town. * Includes actual property taxes collected as of the date the proposed budget was prepared, plus estimated property tax collections for the remainder of the fiscal year. 3/21 Arizona Auditor General SCHEDULE B Official City/Town Budget Forms Source of revenues General Fund Local taxes Local Sales Tax Franchise Tax Licenses and permits Business License Fees Liquor License Fees Building Permit Fees Sign Permits Landscape Permit Fees Subdivision Fees Special Event Permits Engineering Fees Third Party Revenues Planning & Zoning Fees Plan Review Fees Intergovernmental State Sales Tax Fire Insurance Premium Tax Vehicle License Tax Shared Income Tax Charges for services Parks & Rec User Fees Encroachment Fees Variances Inspection Fees Leases & Rents Fines and forfeits Court Fines Interest on investments Interest on Investments In -lieu property taxes Contributions Voluntary contributions Miscellaneous Miscellaneous Town of Fountain Hills Revenues Other than Property Taxes Fiscal Year 2022 Estimated revenues Actual revenues* 2021 2021 Estimated revenues 2022 $ 10,422,156 $ 11,567,404 $ 13,826,923 211,974 278,265 434,896 139,764 2,000 394,072 6,100 44,520 62,250 8,750 5,600 73,377 667 308,720 7,507 25,199 17,797 1,800 11,133 115,464 2,000 395,923 3,350 16,800 52,250 8,750 5,900 15,825 4,052 16,185 265,925 193,482 275,698 2,815,032 46,721 350,010 3,629,136 221,550 25,000 5,300 17,000 278,590 2,532,062 2,958,864 47,560 313,896 350,592 4,001,591 3,288,000 92,316 76,023 3,447 27,305 289,020 235,475 35,000 4,300 17,000 282,379 185,004 214,028 189,000 24,000 31,903 24,000 37,545 10,652 47,545 44,440 83,038 44,440 Total General Fund $ 19,258,264 $ 20,164,684 $ 22,678,294 Includes actual revenues recognized on the modified accrual or accrual basis as of the date the proposed budget was prepared. 3121 Arizona Auditor General SCHEDULE C Official City/Town Budget Forms Source of revenues Special Revenue Funds Highway User Revenue Fund Town of Fountain Hills Revenues Other than Property Taxes Fiscal Year 2022 Estimated Estimated revenues Actual revenues* revenues 2021 2021 2022 Highway User Tax $ 1,761,600 $ 1,501,711 $ 1,676,376 Vehicle License Tax 816,672 732,424 818,040 Local Sales Tax 871,254 961,841 1,145,328 In -Lieu Fees 200,000 6,903 200,000 Recycle Proceeds 1,000 521 1,000 Interest 24,000 871 24,000 Miscellaneous 30,000 1,433 30,000 $ 3,704,526 $ 3,205,704 $ 3,894,744 Downtown Strategy Fund Sales -Excise Tax $ 87,120 $ 96,184 $ 114,528 Interest 1,260 4,943 1,260 $ 88,380 $ 101,127 $ 115,788 Economic Development Fund Sales -Excise Tax $ 348,504 $ 384,736 $ 458,136 Miscellaneous 7,105 Interest 240 70 240 $ 348,744 $ 391,912 $ 458,376 Tourism Fund Grants $ 50,000 $ 55,919 $ 50,000 Interest 180 48 180 Miscellaneous 77 $ 50,180 $ 56,044 $ 50,180 Grants Intergovernmental -State $ 1,308,800 $ 101,480 $ 1,190,000 Intergovernmental -Federal $ $ 2,893,126 $ 3,006,550 $ 1,308,800 $ 2,994,606 $ 4,196,550 Public Art In -Lieu Fees $ 100,000 $ $ 100,000 Interest 240 67 240 $ 100,240 $ 67 $ 100,240 Court Enhancement Fund Court Enhancement/JCEF Revenue $ 49,000 $ 26,687 $ 49,000 Interest 900 151 900 $ 49,900 $ 26,838 $ 49,900 Environmental Fund Environmental Fee $ $ 40,381 $ Interest 2,400 299 2,400 $ 2,400 $ 40,681 $ 2,400 Cottonwoods Maintenance District Assessments $ 6,642 $ 5,869 $ 6,381 Interest Income $ 72 $ 13 $ 72 $ 6,642 $ 5,869 $ 6,381 Total Special Revenue Funds $ 5,659,812 $ 6,816,979 $ 8,868,178 Includes actual revenues recognized on the modified accrual or accrual basis as of the date the proposed budget was prepared, plus estimated revenues for the remainder of the fiscal year. 3121 Arizona Auditor General SCHEDULE C Official City/Town Budget Forms Town of Fountain Hills Revenues Other than Property Taxes Fiscal Year 2022 Estimated Estimated Source of revenues revenues Actual revenues* revenues 2021 2021 2022 Debt Service Funds General Obligation Debt Service Interest Income $ 1,200 $ 66 $ 1,200 $ 1,200 $ 66 $ 1,200 Eagle Mountain CFD Assessments $ 400,000 $ 339,249 $ Interest Income $ 240 $ 34 $ 240 $ 400,240 $ 339,283 $ 240 Municipal Property Corp Interest Income $ 840 $ (40) $ 840 $ 840 $ (40) $ 840 Total Debt Service Funds $ 402,280 $ 339,309 $ 2,280 Capital Projects Funds Capital Projects Fund Sales Tax -Local $ 904,152 $ 936,526 $ 1,117,416 Grants 17,500 105,327 314,144 Interest 19,200 25,329 19,200 $ 940,852 $ 1,067,182 $ 1,450,760 Fire Development Fee Fund Development Fees $ 23,988 $ 58,939 $ 23,623 Interest Income 2,400 158 2,400 $ 26,388 $ 59,097 $ 26,023 Streets Development Fee Fund Development Fees $ 301,331 $ 80,603 $ 331,074 Interest Income 5 $ 301,331 $ 80,608 $ 331,074 Parks & Recreation Development Fee Fund Development Fees $ 353,992 $ 203,507 $ 336,517 Interest Income 4,800 410 4,800 $ 358,792 $ 203,917 $ 341,317 Total Capital Projects Funds $ 1,627,363 $ 1,410,804 $ 2,149,174 Includes actual revenues recognized on the modified accrual or accrual basis as of the date the proposed budget was prepared, plus estimated revenues for the remainder of the fiscal year. 3121 Arizona Auditor General SCHEDULE C Official City/Town Budget Forms Town of Fountain Hills Revenues Other than Property Taxes Fiscal Year 2022 Estimated Estimated Source of revenues revenues Actual revenues* revenues 2021 2021 2022 Permanent Funds N/A $ $ $ Total Permanent Funds $ $ $ Enterprise Funds N/A $ $ $ Total Enterprise Funds $ $ $ Includes actual revenues recognized on the modified accrual or accrual basis as of the date the proposed budget was prepared, plus estimated revenues for the remainder of the fiscal year. 3121 Arizona Auditor General SCHEDULE C Official City/Town Budget Forms Town of Fountain Hills Revenues Other than Property Taxes Fiscal Year 2022 Estimated Estimated Source of revenues revenues Actual revenues* revenues 2021 2021 2022 Internal Service Funds Facilities Reserve Fund Miscellaneous $ $ 14,000 $ Interest Income 7,200 795 7,200 $ 7,200 $ 14,795 $ 7,200 Technology Replacement Fund Interest Income 7 $ $ 7 $ Vehicle Replacement Fund Miscellaneous $ $ 2,925 $ Interest Income 2,400 337 2,400 $ 2,400 $ 3,262 $ 2,400 Total Internal Service Funds $ 9,600 $ 18,065 $ 9,600 Total all Funds $ 26,957,319 $ 28,749,841 $ 33,707,526 * Includes actual revenues recognized on the modified accrual or accrual basis as of the date the proposed budget was prepared, plus estimated revenues for the remainder of the fiscal year. 3121 Arizona Auditor General SCHEDULE C Official City/Town Budget Forms Town of Fountain Hills Other Financing Sources/(Uses) and Interfund Transfers Fiscal year 2022 Other financing Interfund transfers 2022 2022 Fund Sources (Uses) In (Out) General Fund Streets Fund $ $ $ $ 2,000,000 Environmental Fund 500,000 Facilities Reserve Fund 1,000,000 Technology Replacement Fund 57,256 Vehicle Replacement Fund 265,715 Total General Fund $ $ $ $ 3,822,971 Special Revenue Funds Streets Fund from General Fund $ $ $ 2,000,000 $ Tourism Fund from Economic Dev 156,051 Economic Dev Fund to Tourism Fund 156,051 Environmental Fund from Gen Fund 500,000 Downtown Strat Fund to Capital Projects 210,000 Special Revenue Funds to Tech Repl. 7,744 Special Revenue Funds to Vehicle Repl. 59,839 Total Special Revenue Funds $ $ $ 2,656,051 $ 433,634 Debt Service Funds $ $ $ $ Total Debt Service Funds Capital Projects Funds Capital Projects Fund $ $ $ 555,000 $ Parks & Rec Development Fee Fund 345,000 $ $ 345,000 $ 555,000 $ Total Capital Projects Funds Permanent Funds $ $ $ $ Total Permanent Funds Enterprise Funds $ $ $ $ Total Enterprise Funds Internal Service Funds Facilities Reserve Fund from Gen Fund $ $ $ 1,000,000 $ Technology Replacement Fund 65,000 Vehicle Replacement Fund 325,554 $ $ $ 1,390,554 $ Total Internal Service Funds Total all Funds $ $ $ 4,601,605 $ 4,601,605 3/21 Arizona Auditor General SCHEDULE D Official City/Town Budget Forms $ 56,747 2,126,552 600,051 397,167 1,016,905 938,461 2,424,272 3,126,240 3,786,722 $ 14,473,117 Special Revenue Funds Streets Fund Downtown Strategy Fund Economic Development Fund Tourism Fund Public Art Fund Court Enhancement Fund Special Revenue Fund Cottonwoods Maint District Environmental Fund Total Special Revenue Funds Town of Fountain Hills Expenditures/Expenses by Fund Fiscal year 2022 Adopted Expenditure/ Budgeted Expense Actual Budgeted Expenditures/ adjustments Expenditures/ Expenditures/ Expenses approved Expenses* Expenses Fund/Department 2021 2021 2021 2022 General Fund Mayor & Town Council Administration General Government Municipal Court Public Works Development Services Community Services Fire & Emergency Medical Law Enforcement Total General Fund $ 74,882 2,339,660 2,204,940 402,603 1,120,861 946,483 2,942,037 4,197,328 5,029,469 $ 19,258,264 (459,168) 72,900 (15,000) (1,043,782) (1,115,344) $ (2,560,394) $ 74,929 2,466,981 4,736,441 428,144 1,251,933 1,083,415 3,195,568 4,286,584 5,154,300 $ 22,678,294 $ 5,846,567 40,200 244,499 210,893 144,649 78,800 2,196,550 17,131 627,082 $ 9,406,371 Debt Service Funds General Obligation Bonds $ 350 $ $ $ 350 Eagle Mountain CFD 407,240 403,519 1,000 Municipal Property Corp 1,010 510 1,010 Total Debt Service Funds $ 408,600 $ $ 404,029 $ 2,360 Capital Projects Funds $ 5,120,819 38,400 241,270 208,264 144,649 24,800 1,338,500 5,131 666,904 $ 7,788,736 60,000 10,000 35,500 2,393,126 $ 2,498,626 $ 3,157,078 65,032 224,733 164,166 28,073 45,567 2,982,275 4,680 262,869 $ 6,934,473 Capital Projects $ 5,457,230 $ 60,168 $ 5,098,846 $ 6,148,950 Fire/Emergency Dev Fee Streets Dev Fee Park/Rec Dev Fee 40,000 38,791 Total Capital Projects Funds $ 5,497,230 $ 60,168 $ 5,137,638 $ 6,148,950 Permanent Funds N/A $ $ $ $ Total Permanent Funds $ $ $ $ Enterprise Funds N/A $ $ $ $ Total Enterprise Funds $ $ $ $ Internal Service Funds Facilities Reserve Fund $ 819,144 $ $ 290,283 $ 838,119 Technology Replacement Fund 25,000 24,991 50,000 Vehicle Replacement Fund 51,989 1,600 Total Internal Service Funds $ 896,133 $ 1,600 $ 315,274 $ 888,119 Total all Funds $ 33,848,963 $ $ 27,264,532 $ 39,124,094 * Includes actual expenditures/expenses recognized on the modified accrual or accrual basis as of the date the proposed budget was prepared, plus estimated expenditures/expenses for the remainder of the fiscal year. 3/21 Arizona Auditor General SCHEDULE E Official City/Town Budget Forms Town of Fountain Hills Expenditures/Expenses by Department Fiscal year 2022 Adopted Expenditure/ Budgeted Expense Actual Budgeted Expenditures/ adjustments Expenditures/ Expenditures/ Expenses approved Expenses* Expenses Department/Fund 2021 2021 2021 2022 Mayor & Council General Fund $ 74,882 $ $ 56,747 $ 74,929 Mayor & Council Total $ 74,882 $ $ 56,747 $ 74,929 Administration General Fund Downtown Strategy Fund Economic Development Fund Tourism Fund Special Revenue Fund General Obligation Debt Eagle Mountain CFD Municipal Property Corp Cottonwoods Maint District Capital Projects Administration Total $ 2,339,660 38,400 241,270 208,264 1,338,500 350 407,240 1,010 5,131 262,535 $ 4,842,360 $ 2,126,552 65,032 224,733 164,166 2,982,275 403,519 510 4,680 (259,735) 3,795 $ 2,203,391 $ 5,975,261 $ 2,466,981 40,200 244,499 210,893 2,196, 550 350 1,000 1,010 17,131 224,950 $ 5,403,5 33 General Government General Fund $ 2,204,940 $ (459,168) $ 600,051 $ 4,736,441 Technology Replacement 25,000 24,991 50,000 Vehicle Replacement 51,989 1,600 General Government Total $ 2,281,929 $ (457,568) $ 625,042 $ 4,786,4 11 Municipal Court General Fund $ 402,603 $ $ 397,167 $ 428,144 Court Enhancement Fund 24,800 35,500 45,567 78,800 Municipal Court Total $ 427,403 $ 35,500 $ 442,7 44 $ 506,944 Public Works General Fund Streets Fund Environmental Fund Capital Projects Facilities Replacement Fund 60,000 10,000 2,393,126 $ 1,251,933 5,846,567 627,082 3,639,000 838,119 Vehicle Replacement Public Works Total $ 12,187,422 $ 319,903 $ 9,450,841 $ 12,202,701 Development Services General Fund $ 946,483 $ 72,900 $ 938,461 $ 1,083,415 Development Services Total $ 946,483 $ 72,900 $ 938,461 $ 1,083,415 Community Services $ 1,120,861 $ 5,120,819 666,904 4,459,695 319,903 819,144 $ 1,016,905 3,157,078 262,869 4,723,706 290,283 General Fund $ 2,942,037 $ (15,000) $ 2,424,272 $ 3,195,568 Public Art Fund 144,649 28,073 144,649 Capital Projects 735,000 371,346 2,285,000 Park/Rec Development Fee 40,000 38,791 Community Services Total $ 3,861,6 66 $ (15,000) $ 2,862,483 $ 5,625,2 77 Fire & Emergency Medical General Fund $ 4,197,328 $ (1,043,782) $ 3,126,240 $ 4,286,584 Fire & Emergency Medical Total $ 4,197,328 $ (1,043,782) $ 3,126,240 $ 4,286,5 44 Law Enforcement General Fund $ 5,029,469 $ (1,115,344) $ 3,786,722 $ 5,154,300 Law Enforcement Total $ 5,029,469 $ (1,115,344) $ 3,786,7 22 $ 5,154,300 * Includes actual expenditures/expenses recognized on the modified accrual or accrual basis as of the date the proposed budget was prepared, plus estimated expenditures/expenses for the remainder of the fiscal year. 3/21 Arizona Auditor General SCHEDULE F Official City/Town Budget Forms Town of Fountain Hills Full -Time Employees and Personnel Compensation Fiscal year 2022 Total Estimated Full -Time Employee Salaries Other Benefit Personnel Equivalent (FTE) and Hourly Costs Retirement Costs Healthcare Costs Costs Compensation Fund 2022 2022 2022 2022 2022 2022 General Fund 65.15 $ 4,106,954 $ 393,602 $ 435,960 $ 242,051 $ 5,178,567 Special Revenue Funds Streets Fund 6.05 $ 438,010 $ 48,163 $ 71,142 $ 48,420 $ 605,735 Economic Development Fund 1.50 170,029 18,703 17,299 9,779 215,810 Tourism Fund 0.50 44,706 4,917 4,225 2,203 56,051 Total Special Revenue Funds 8.05 $ 652,745 $ 71,783 $ 92,666 $ 60,402 $ 877,596 Debt Service Funds Total Debt Service Funds $ $ $ $ $ Capital Projects Funds Total Capital Projects Funds $ $ $ $ $ Permanent Funds Total Permanent Funds $ $ $ $ $ Enterprise Funds Total Enterprise Funds $ $ $ $ $ Internal Service Funds Total Internal Service Fund $ $ $ $ $ Total all Funds 73.20 $ 4,759,699 $ 465,385 $ 528,626 $ 302,453 $ 6,056,163 3/21 Arizona Auditor General SCHEDULE G Official City/Towns Budget Forms EXHIBIT B TO RESOLUTION 2021-13 [Notice] See following page. Town of Fountain Hills Notice of Public Hearing Final Budget Adoption and Tax Levy On June 1, 2021, beginning at 5:25 p.m. in the Town Hall Council Chambers, 16705 E. Avenue of the Fountains, Fountain Hills, Arizona 85268, public hearings will be held to allow members of the public to appear and testify or make inquiries regarding Fiscal Year 2021-22 Budgets for (i) the Town of Fountain Hills, (ii) the Eagle Mountain Community Facilities District Board, and (iii) the Cottonwoods Maintenance District Board. On June 15, 2021, beginning at 5:25 p.m. in the Town Hall Council Chambers, 16705 E. Avenue of the Fountains, Fountain Hills, Arizona 85268, the Cottonwoods Maintenance District Board will adopt their property tax levy for the Fiscal Year beginning July 1, 2021, and ending June 30, 2022. A complete copy of the each of the budgets for the Fiscal Year 2021-22 may be viewed at: 1. Fountain Hills Town Hall (2nd floor), 16705 E. Avenue of the Fountains, Fountain Hills, Arizona 85268 2. Fountain Hills Maricopa County Branch Library, 12901 LaMontana Drive, Fountain Hills, Arizona 85268 3. The Town of Fountain Hills website at: www.fh.az.gov Anyone wishing to respond may do so in person at the meetings or in writing prior to the date of the June 1, 2021, and June 15, 2021, meetings by delivering the written comments to the Town Clerk's office, 16705 E. Avenue of the Fountains, Fountain Hills, AZ 85268. TOWN OF FOUNTAIN HILLS FY22 Tentative Budget Grady Miller, Town Manager David Pock, Finance Clirar_tnr May 4, 2021 WWW.FH.AZ.GOV • Total Sales Tax (TPT) for All Funds • $11.4M Collected • $12.6M Budgeted • Construction • $1.5M Collected • 114% of budget -to -date • Utilities/Communications • $1.2M Collected • 118% of budget -to -date • Wholesale/Retail • $6.5M Collected • 141 % of budget -to -date • Real Estate • $767K Collected • 129% of budget -to -date • Restaurant/Bars • $704K Collected • 93% of budget -to -date • Services • $683K Collected • 78% of budget -to -date ,�j AIN AIL 0 r e 9jthat is PNIV V $1,600 $1,400 $1,200 $1,000 $800 3 O $600 $400 $200 $0 Total TPT Collections by Fiscal Year & Period Sep Oct Nov [ _ Jai Mar Apr May 4 5 7 10 11 2018 Accounts for 55% of budgeted revenue in General Fund Jun 12 WWW.FH.AZ.GOV Overall Budget Considerations • Budget authority is not the same as fund balance • If revenues do not meet expectations, contingency and/or expenditures must be reduced to maintain existing fund balance • Tentative Budget being adopting tonight sets the absolute maximum amount of FY22 expenditures from all funds at $39,124,094 • Final Budget to be adopted on June 1st may reduce the amount of expenditures previously approved in the Tentative Budget, but it can't increase them oJ�T AIN I�rC 0 3 11 e � � b �raar"'� WWW.FH.AZ.GOV ;s A��"� Revenue Assumptions • Staff remains conservative when estimating revenues • Revenues are not included for incomplete construction projects (i.e. long-term residential rental TPT from Havenly) • Impact of the expansion at Adero Scottsdale Resort will not be included until actual TPT amounts are reported oJ�T AIN I�rC 0 3 11 e � � b "I WWW.FH.AZ.GOV �raar;s a��"� Revenue Assumptions (continued) Transaction Privilege Tax (Sales Tax) • Revenues from prior years are used to develop trends and forecasts using a 98% confidence level Voter Approved Local Revenues (State -Shared Rev) • Department of Revenue has provided estimates for Income Tax and State Sales Tax distributions • Department of Transportation has provided estimates for Vehicle License Tax and Highway User Revenue oJ�T AIN I�rC 0 3 11 e � � b "I WWW.FH.AZ.GOV �raar;s A��"� General Fund Revenues Transaction Privilege Tax (TPT)l Intergovernmental (State Shared)2 Permits &Licenses Fines & Fees Other Total General Fund Revenues Adopted Budget FY21 $1016347000 618417000 112717000 407, 000 105,000 $1992589000 �T AIN �\ FY21 TPT estimates were reduced due to COVID 2 Based on estimates received from the State �that is Nf,ti' Tentative Budget FY22 $141262)000 616457000 152327000 424,000 115,000 $2296789000 % Change 34.1 % (2.9%) (3.1%) 4.2% 9.5% 17.8% WWW.FH.AZ.GOV Expenditure Considerations • Contingency o Included in General Government Department o Provides budget authority for unforeseen expenditures only if revenues meet expectations o $4.1M included for FY21-22 • Expenditures excluding Contingency o $17.5M for FY20-21 o $18.6M for FY21-22 • Recommended budget supplements are included in the amounts shown oJ�T AIN I�rC 0 3 11 e � � b �raar"'� WWW.FH.AZ.GOV ;s A��"� Non -Personnel Supplements Description One -Time One -Time Offset Ongoing Ongoing Offset Town Manager Recommendation Town Services Satisfaction Survey $ 20,000 $ - $ - $ - $ 20,000 EV Charging Stations - Annual Maintenance - - 1,800 - 1,800 Technical Support for the Fountain Webcam - - 4,500 - 4,500 Increase for Intergovernmental Relations - - 24,000 - 24,000 Network Room Uninterruptable Power Supply 501000 - 51000 - 55,000 Emergency Vouchers - Domestic Violence Victims - - 12,000 - 12,000 Contribution to MAG to address homelessness - - 50,000 - 50,000 Court Enhancement Fund Contingency - - 50,000 (50,000) - Courtroom Audio System Upgrade 14,000 (14,000) - - - Court Document Paperless Process 5,500 (5,500) - - - Xerox Machine Lease increase - - 350 - 350 Donation and Sponsorship Contingency - - 10,000 (10,000) - Janitorial supplies increase - - 81000 - 81000 oJ�T AIN I�rC 0 3 11 e � � b "I WWW.FH.AZ.GOV �raar;s a��"� Non -Personnel Supplements (con't.1 Town Manager Description One -Time One -Time Offset Ongoing Ongoing Offset Recommendation Desert Vista Dog Park - Replace Drinking Fountains 81000 - - - 8,000 Fountain Park Kiosk Replacement 151000 - - - 151000 Golden Eagle Park Desert landscape Cleanup - - 15,000 - 15,000 Four Peaks Park Desert Landscape Cleanup - - 71000 - 71000 Senior Softball Tournament - - 4,900 (4,900) - Park Restroom Cleaning - - 431800 - 431800 Park Restroom Deep Cleaning - - 8,460 - 8,460 HDM Cleaning Supplies - - 1,000 - 1,000 HDM Safety Supplies - - 1,000 - 1,000 Fire Dept Extrication Air Bags 8,000 - - - 8,000 Subtotal: $ 120,500 $ (19, 500) $ 246,810 $ (64, 900) $ 282,910 WWW.FH.AZ.GOV Personnel Supplements Town Manager Description One -Time One -Time Offset Ongoing Ongoing Offset Recommendation Finance - Senior Accountant $ 11-760 $ - $ 97,043 $ (55,000) $ 43,803 Sr Clerk Position Reclass - - 8,000 - 8,000 Court Collections Clerk 331638 - - - 331638 Assistant Town Engineer (Part -Time to Full -Time) - - 62,105 - 62,105 Temporary GIS Technician 37,700 - - - 37,700 Customer Service Representative II- .5 FTE - - 20,972 - 20,972 Full -Time Groundskeeper II 1,500 - 651970 - 67,470 Lead Park Attendant 900 - 54,362 - 55,262 Align Pay for Park Attendant & Operations Worker - - 5,421 - 5,421 Activity Center Coordinator- HDM F/T Position - - 24,627 - 24,627 Subtotal: $ 751498 $ - $ 338,499 $ (55,000) $ 3581997 One -Time Ongoing Town Manager Total Total Recommendation Total All Supplements: $ 195,998 $ 585,309 $ 781,307 ct�J�'TA1N4, Total All Offsets: $ (19,500) $ (119,900) $ (139,400) a Net Supplement Effect: $ 176,498 $ 465,409 $ 641,907 that isAvvfi WWW.FH.AZ.GOV General Fund Expenditures Adopted Budget FY21 Town Council $75,000 Administration 27340,000 General Government' 272057000 Municipal Court 402,000 Public Works 1,1211000 Development Services 9461000 Community Services 2,9421000 Public Safety 9,227,000 Tentative Budget FY22 $751000 274671000 477361000 4281000 172527000 17083,000 3,196, 000 974417000 oJ�zArN�,t Total General Fund Expenditures $1952585000 $2256785000 1 FY21 included $1.7M in Contingency compared to $4.1M included for FY22 thW is AV,ti, % Change 5.4% 115% 6.5% 11.7% 14.5% 8.6% 2.3% 17.8% WWW.FH.AZ.GOV Number of Full -Time Equivalent Employees 120 110 M1111 90 87 88 87 82 80 80 77 70 66 61 61 62 60 58 57 54 56 56 51 52 52 50 40 FY05 FY10 FY15 FY20 FY22 AIN 0AIL 0 � � e 911 thatisPNIV °' WWW.FH.AZ.GOV t� 1@ �'1�+ (..+�� 1IFT�J1t b.i•� ca9 �c L.. a i .s6 , -.s L' ��%\v. -- dr' _ :,� "Kt0 �"•,.. ` ��`4f o R`�� m `�•f! fr�i e- 1' TOWN OF FOUNTA,,�¢,. Agl f ��` �.�.� ,Y� - ��1i r, s c. _� P k ,z � - : •C n ,sit l � Cie +� � t' ° Y 4 � aY',a�a�a yA .,: �� .if?"i, � - 1+•#�y S �j4^ f� \,4. y. ��. -. .Y- �." TRt;,.} w _y°i S"•Y �I +' "60.5 ► n' Capital r,��A•'�a 1t j •+ vim l�S .' : F S �-.. ..� i �GZ pus • Xf �,.• ! t' Z ►a 11ti �eS��. C��t spy. .., vilS.SY '-2+. _:� •!a i , , r n s f� j ;fix �+ vs "' fAiias Zaa :• 'r. at r I� !' f WWW.FH.AZ.GOV ---ram ow FY22 Capital Projects Project Project Cost D6047 —Miscellaneous Drainage Improvements $ 501000 D6057 —Golden Eagle Impoundment Area Improvements 1,0507000 D6058 — Phase II Panorama Drive Storm Drain Improvements 805000 D6059 — Brantley Detention Basin 3507000 D6060 — Town Wide Storm Water Infrastructure Rehabilitation 150,000 F4037 — Community Center Improvements 350,000 F4038 — Community Garden Driveway Relocation 175,000 F4039 — Park Place/Town Hall Shared Parking Driveway Access 90,000 ��T AIN III � P3026 — Pedestrian Access and Lake Overlook 90,000 MW that is ACvp WWW.FH.AZ.GOV FY22 Capital Projects Project P3033 — Video Surveillance Cameras P3035 — Four Peaks Park Upgrades P3036 — Desert Vista Skate Park Lights P3040 — Splash Pad Renovation P3045 — Four Peaks Park Playground Parking Lot P3046 — Saguaro Park — South P3047 —Avenue Linear Park Receptacles and Paver Rehab P3048 — Fountain Park Playground Replacement ��T AIN III P3049 — Sun Ridge Trail Connector and Parking Lot MW that is Nf,ti' Project Cost $ 75,000 2007000 757000 8607000 657000 150,000 1005000 3605000 250,000 WWW.FH.AZ.GOV FY22 Capital Projects (con't.) Project Project Cost P3050 — Desert Vista Turf Improvements 60,000 S6058 — Shea Blvd Widening — Palisades Blvd to Technology Dr 226,000 S6059 — Wayfinding Signs 250,000 S6064 — Desert Vista Park Crosswalk 3125000 S6065 — Sidewalk Infill — Palisades Blvd and Saguaro Blvd 291,000 S6068 — Guardrail Replacement Town Wide 50,000 S6069 — Saguaro Blvd and Avenue of the Fountains Roundabout 120,000 T5005 — Palisades Blvd and Eagle Ridge/Palomino Traffic Signal 95,000 ��T AIN III � Total FY22 Capital Projects $ 599249000 MW that is AC,' WWW.FH.AZ.GOV TOWN pHJAIN 7 Nat is NIMP �- ^.N* «u-k F F 0 U N TAA ?Ar. # e7 -TN 4 T.� 0 X- AI lo" M N %. XI x 1% lid _4- 6 m AP & tvk "ok A I WWW.FH.AZ.GOV American Rescue Plan • The $1.9T American Rescue plan was signed into law on March 11tn • Local municipalities in Arizona will receive $1.213 • Anticipate the Town will receive $3,006,550 for FY22 and another $3,006,550 for FY23 • Staff has not received a grant agreement yet but expect that FY22 funds will arrive before July 1st oJ�T AIN't 0 3 11 e � � b "I WWW.FH.AZ.GOV �raar;s a��"� Recommended Uses • As with CARES Act funding, staff suggests using the allocation to pay Public Safety invoices o Provides transparency during federally mandated Single Audit o Allows Council to provide direction on General Fund savings • It is recommended that General Fund savings only be used for one-time expenditures and not for on -going expenditures oJ�T AIN I�rC 0 3 11 e � � b "I WWW.FH.AZ.GOV �raar;s a��"� Potential Uses • Pandemic Related Community Assistance • Pandemic Related Town Uses (testing/vaccination sites, sanitizing supplies and services) • Major Infrastructure Projects (Fountain Lake Liner, Street Demo/Reconstruction, Facilities Reserve) oJ�T AIN I�rC 0 3 11 e � � b "I WWW.FH.AZ.GOV �raar;s a��"� i iV. _ it '•` er`irr�• �'\�'�4v.. •.'e .,IS,,. .r '•� �� -41 a a-• 'rt r k� ii.i '�Q' �`,�. .- l� _ :•� 'Kt0�,,.. ` `4f nms ,TOWN OF F0UNTA ,y ��aa i:ly RT�Iu(S 1 `faae •'�'& q.� w 133J, el `t-�3�'f •h�3t�;�s/i�''�f,s�7 •t� .. � g� �7/ `�,� { � �� ! �itl: i t :� r� 4 .s 5i?!A 1Y'_-... 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I WWW.FH.AZ.GOV TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 05/04/2021 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Public Works Prepared by: Justin Weldy, Public Works Director Staff Contact Information: Justin Weldy, Public Works Director Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF Resolution 2021-011, approving an Intergovernmental Agreement with the State of Arizona for design and construction of sidewalk gap elimination along Saguaro Boulevard and Palisades Boulevard. Staff Summary (Background) Staff continuously looks for opportunities to improve the road network for all modes of transportation, with a focus on pedestrian safety. Most areas within the Town prior to incorporation were constructed without sidewalks. Due to Council interest in making Fountain Hills more pedestrian friendly and to add greater connectivity for the community, town staff applied to Maricopa Association of Governments (MAG) for federal funding for various transportation and pedestrian projects, including the installation of sidewalks to fill gaps on two corridors: (a) Palisades Blvd between Fountain Hills Blvd and Saguaro Blvd, and (b) Saguaro Blvd between Fountain Hills Blvd and Colony Drive. In the Spring of 2020, the Town was notified by MAG that our Sidewalk Gap Elimination project was selected to receive a grant. This project will construct 8-foot sidewalks along both corridors. The project will fill gaps between existing sidewalks, complete full street block sidewalk lengths, connect to existing pedestrian generators (including schools, parks, churches, and commercial areas), and will address pedestrian safety (hazard removal, better accessibility, curb ramp upgrades along arterial streets). The project will also include utility relocations, driveway improvements, roadway narrowing, pavement obliteration and re -striping, retaining walls, landscape restoration, and sign relocation. The total cost of construction for both corridors of the sidewalk gap project is $2,148,968. The federal grant for construction amounts to $2,026,477 (94.3%), with the Town's match being $122,491 (5.7%). Additionally, staff applied for and was selected to receive unspent MAG closeout funding for Design Assistance in the amount of $274,144, and received notification of the Grant award on January 28, 2021. The grant will cover the majority of the design cost (94.3%), with the Town's match being $16,571 (5.7%). There is also an additional review and administrative fee charged by ADOT in the amount of $30,000, bringing the Town's contribution to $46,571 towards the design. If the actual Project costs exceed the Federal grant funding allocation, the Town will be responsible to pay the difference between actual costs of the Project and the federal funds received. A summary of the Federal Grant and Town share for this project is summarized below: Design: Federal -aid funds @ 94.3% $ 274,144.00 Town's match @ 5.7% $16,571.00 ADOT PDA Cost (paid by Town) $30,000.00 Subtotal — Design/PDA $320,715.00 Construction: Federal -aid funds @ 94.3% $2,026,477.00 Town's match @ 5.7% $122,491.00 Subtotal — Construction/PDA $2,148,968.00 Estimated TOTAL Project Cost $2,469,683.00 Total Estimated Town Funds $169,062.00 Total Federal Funds $2,300,621.00 Related Ordinance, Policy or Guiding Principle Sidewalk infill (gap elimination) has been a top priority of the Town Council for several years. This agreement will provide design and construction support, and in doing so create a significantly safer walking paths. It is a key element and part of a comprehensive plan to improve pedestrian safety Town wide. Risk Analysis Not approving the Resolution will have a negative impact on grant funding and on the project. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendations) Staff recommends approval of Resolution 2021-011. SUGGESTED MOTION MOVE to adopt Resolution 2021-011. Fiscal Impact: Fiscal Impact $46,571.00 Budget Reference: Page 299 Funding Source: Capital Projects If Multiple Funds utilized, list here: N/A Budgeted: if No, attach Budget Adjustment Form: N/A Attachments INTERGOVERNMENTAL AGREEMENT RESOLUTION NO. 2021-11 Inbox Public Works Director (Originator) Finance Director Town Attorney Town Manager Form Started By: Justin Weldy Final Approval Date: 04/22/2021 Form Review Reviewed By Date Justin Weldy 04/22/2021 08:09 AM David Pock 04/22/2021 08:33 AM Aaron D. Arnson 04/22/2021 08:44 AM Grady E. Miller 04/22/2021 03:46 PM Started On: 04/21/202104:09 PM ADOT CAR No.: IGA 21-0008123-I AG Contract No.: P001 2021000539 Project Location/Name: Palisades Blvd., and Saguaro Blvd. Type of Work: Sidewalk Gaps Federal -aid No.: FTH-0(210)T ADOT Project No.: T031401C TIP/STIP No.: FTH23-040D, FTH23-040 CFDA No.: 20.205 - Highway Planning and Construction Budget Source Item No.: INTERGOVERNMENTALAGREEMENT BETWEEN THE STATE OF ARIZONA AND TOWN OF FOUNTAIN HILLS THIS AGREEMENT ("Agreement") is entered into this date _J pursuant to the Arizona Revised Statutes ("A.R.S.") §§ 11-951 through 11-954, as amended, between the STATE OF ARIZONA, acting by and through its DEPARTMENT OF TRANSPORTATION (the"State" or "ADOT") and the TOWN OF FOUNTAIN HILLS, acting by and through its MAYORand TOWN COUNCIL (the "TOWN"). The State and the Town are each individually referred to as a "Party" and are collectively referred to as the "Parties." I. RECITALS 1. The State is empowered by A.R.S. § 28-401 to enter into this Agreement and has delegated to the undersigned the authority to execute this Agreement on behalf of the State. 2. The Town is empowered by A.R.S. § 9-240 to enter into this Agreement and has by resolution, a copy of which is attached and made a part of, resolved to enter into this Agreement and has authorized the undersigned to execute this Agreement on behalf of the Town. 3. The work proposed under this Agreement consists of the installation of 8 foot meandering sidewalk to close gaps and create continuous pedestrian routes for residents on Palisades Blvd between Fountain Hills Blvd and Saguaro Blvd and on Saguaro Blvd between Fountain Hills Blvd and Colony Drive, (the "Project"). Construction of the Project along this alignment also includes, but is not limited to, drainage scuppers, ford crossings, ADA ramps installed at intersections, driveway improvements, utility relocations, sign relocations, retaining walls, landscape restoration, and pavement restriping. The Project cost is estimated at $2,462,683.00, as shown in Exhibit A, attached and made a part of this Agreement, which includes federal aid and the Town's match. The State will administer the design, and advertise, bid and award, and administer the construction of the Project. Page 1of10 IGA 21-0008123-I 4. The interest of the State in this Project is the acquisition of federal funds forthe use and benefit of the Town and authorization of such federal funds forthe Project pursuant to federal law and regulations. The State shall be the designated agent for the Town for the Project, if the Project is approved by Federal Highway Administration (FHWA) and funds for the Projectare available. THEREFORE, the Recitals set forth above are incorporated into this Agreement and in consideration of the mutual terms expressed herein, it is agreed as follows: II. SCOPE OF WORK 1. The Parties agree: a. The Project will be completed, accepted, and paid for in accordance with the requirements of the Project plans and specifications. b. The final P roj ect amount may exceed the initial estimates) identified in Exhibit A, and in such case, the Town is responsible for, and agrees to pay, any and all actual costs exceeding the initial estimate. If the final Project amount is less than the initial estimate, the difference between the final bid amount and the initial estimate will be de -obligated or otherwise released fromthe Project. The Town acknowledges it remains responsible for actual costs and agrees to pay according to the terms of this Agreement. c. The Town and ADOT will each separately file a Notice of Intent (NOI) under the Construction General Permit (CGP) with the Arizona Department of Environmental Quality (ADEQ) before construction begins, if applicable to the Project. 2. The State will: a. Execute this Agreement, and if the Project is approved by FHWA and funds for the Project are available, be the Town designated agent forthe Project. b. After this Agreement is executed, and prior to performing or authorizing any work, invoice the Town for the Town's share of the initial Project Development Administration (PDA) costs, estimated at $30,000.00 and the Town's share of the Project design costs, estimated at $16,571.00. If PDAcosts exceed the estimate during the development of design, notify the Town, obtain concurrence prior to continuing with the development of design, and invoice as determined by ADOT and the Town for additional costs to complete PDA forthe Project. After the Projectcosts are finalized invoice or reimburse the Town forthe difference between actual costs and the amount the Town has already paid for PDA. c. After receipt of the PDA costs and the Town's estimated share of the Project design costs, on behalf of the Town, prepare and provide all documents pertaining to the design and post -design of the Project, incorporating comments from the Town, as appropriate. Review and approve documents required by FHWA to qualify the Project for and to receive federal funds. Perform tasks that may consist of, but are not limited to, preparation of environmental documents; analysis and documentation of Page 2 of 10 IGA 21-0008123-I environmental categorical exclusion determinations; geologic materials testing and analysis; right of way related activities; preparation of reports, design plans, maps, specifications and cost estimates and other related tasks essential to the design development of the Project. d. Submit all required documentation pertaining to the Projectto FHWAwith the recommendation that the maximum federal funds programmed for this Projectbe approved for design. After receipt of FHWA authorization, proceed to advertise for and enter into contract(s) with the consultant(s) for the design and post design of the Project. Should costs exceed the maximum federal funds available it is understood and agreed that the Town will be responsible for any overage. e. After completion of design and prior to bid advertisement, invoice the Town for the actual PDA costs, as applicable, and the Town share of the Project construction costs, estimated at $122,491.00. After the Project costs for construction are finalized, the State will either invoice or reimburse the Town for the difference between estimated and actual costs. De -obligate or otherwise release any remaining federal funds from the scoping/design phase of the Project. f. After receipt of the actual PDA costs, if applicable, and the Town's estimated share of the Project construction costs, submit all required documentation to FHWA with the recommendation that the maximum federal funds programmed for construction of this Projectbe approved. Should costs exceed the maximum federal funds available, it is understood and agreed that the Town will be responsible for any overage. g. After receipt of FHWA authorization, proceed to advertise for, receive and open bids award and enter into a contract with the firm forthe construction of the Project. If the bid amounts exceed the construction cost estimate, obtain Town concurrence prior to awarding the contract. After the Project is awarded, invoice the Town for the difference between estimated and actual costs, if applicable. h. Notify the Town of completion and final acceptance of the Project. At such time, file a Notice of Termination (NOT) withADEQ transferring CGP responsibilities to the Town, and provide a copy to the Town indicating that the State's maintenance responsibility of the Projectis terminated, as applicable. i. Notify the Town of completion and final acceptance of the Project; coordinate with the Town and turn over full responsibility of the Proj ect improvements. j. Not be obligated to maintain the Project, should the Town fail to budget or provide for proper and perpetual maintenance as set forth in this Agreement. 3. The Town will: a. Designate the State as the Town authorized agent for the Project. b. Within 30 days of receipt of an invoice from the State, pay the Town's share of the initial PDA costs, estimated at $30,000.00 and the Town's share of Project design costs, estimated at $16,571.00. Agree to be responsible for actual PDAcosts, if during the review of design, PDA costs exceed the initial estimate. Be responsible and pay for the Page 3of10 IGA 21-0008123-I difference between the estimated and actual PDA and design costs of the Projectwithin 30 days of receipt of an invoice. c. Review design plans, specifications, cost estimates and other such documents required for the construction bidding and construction of the Project, including scoping/design plans and documents required by FHWA to qualify projects for and to receive federal funds; provide design review comments to the State as appropriate. d. After completion of design, within 30 days of receipt of an invoice fromthe State and prior to bid advertisement, pay to the State, any outstanding PDA costs and the Town share of the Project construction costs, estimated at $122,491.00. Be responsible for and pay the difference between the estimated and actual construction costs of the Project, within 30 days of receipt of an invoice. e. Be responsible for all costs incurred in performing and accomplishing the work as set forth under this Agreement, that are not covered by federal funding. Should costs be deemed ineligible or exceed the maximum federal funds available, it is understood and agreed that the Town is responsible for these costs; payment for these costs shall be made within 30 days of receipt of an invoice from the State. f. Certify that all necessary rights of way have been or will be acquired prior to advertisement for bid and also certify that all obstructions or unauthorized encroachments of whatever nature, either above or below the surface of the Project area, shall be removed from the proposed right of way, or will be removed prior to the start of construction, in accordance with The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended; 49 CFR 24.102 Basic Acquisition Policies; 49 CFR 24.4 Assurances, Monitoring and Corrective Action, parts (a) & (b) and ADOT Right of Way Procedures Manual: 8.02 Responsibilities, 8.03 Prime Functions, 9.06 Monitoring Process and 9.07 Certification of Compliance. Coordinate with the appropriate State's Right of Way personnel during any right of way process performed by the Town, if applicable. g. Certify that the Town has adequate resources to discharge the Town's real property related responsibilities and ensures that its Title 23-funded projects are carried out using the FHWA approved and certified ADOT Right of Way Procedures Manual and that they will comply with current FHWA requirements whether or not the requirements are included in the FHWA approved ADOT Right of Way Procedures Manual. (23 CFR 710.201) h. Not permit or allow any encroachments on or private use of the right of way, except those authorized by permit. In the event of any unauthorized encroachment or improper use, the Town shall take all necessary steps to remove or prevent any such encroachment or use. Provide a copy of encroachment permits issued within the Project limits to the State. i. Automatically grant to the State, by execution of this Agreement, its agents and/or contractors, without cost, the temporary right to enter Town rights of way, as required, to conduct any and all construction and preconstruction related activities for the Project, on, to and over said Town rights of way. This temporary right will expire with completion of the Project. Page 4 of 10 IGA 21-0008123-I j. Investigate and document utilities within the Project limits; submit findings to ADOT determining prior rights or no prior rights; approve an easement within the final right of way to re-establish the prior right location for those utilities with prior rights. k. Be obligated to incur any expenditure should unforeseen conditions or circumstances increase Project costs. Be responsible for the cost of any Town requested changes to the scope of work of the Project, such changes will require State and FHWA approval. Be responsible for any contractor claims for additional compensation caused by Project delay attributable to the Town. Payment for these costs will be made to the State within 30 days of receipt of an invoice from the State. After notification of final acceptance by the State, assume and maintain full responsibility of the Project, including Storm Water Pollution Prevention Plans (SWPPP) inspections, maintenance, and required documentation, until final stabilization is reached. Provide the NOI number to the State and the Contractor, accept CGP responsibilities at time of transfer, and file an NOT withADEQ when final stabilization is reached, as applicable. m. After completion and final acceptance of the Project, agree to maintain and assume full responsibility of the Project and all Project components. III. MISCELLANEOUS PROVISIONS 1. This Agreement shall become effective upon signing and dating of the Determination Letter by the State's Attorney General. 2. Any change or modification to the Project will only occur with the mutual written consent of both Parties. 3. The terms, conditions and provisions of this Agreement shall remain in full force and effect until completion of the Project and all related deposits and/or reimbursements are made. Any provisions for maintenance shall be perpetual, unless assumed by another competent entity. 4. This Agreement may be cancelled at any time up to 30 days before the award of the Project contract, so long as the cancelling Party provides at least 30 days' prior written notice to the other Party. It is understood and agreed that, in the event the Town terminates this Agreement, the Town shall be responsible for all costs incurred by the State up to the time of termination. It is further understood and agreed that in the event the Town terminates this Agreement, the State shall in no way be obligated to complete or maintain the Project. 5. The Town shall indemnify, defend, and hold harmless the State, any of its departments, agencies, officers or employees (collectively referred to in this paragraph as the "State") from any and all claims, demands, suits, actions, proceedings, loss, cost and damages of every kind and description, including reasonable attorneys' fees and/or litigation expenses (collectively referred to in this paragraph as the "Claims"), which may be brought or made against or incurred by the State on account of loss of or damage to any property or for injuries to or death of any person, to the extent caused by, arising out of, or contributed to, by reasons of any alleged act, omission, professional error, fault, mistake, or negligence of Page 5of10 IGA 21-0008123-I the Town, its employees, officers, directors, agents, representatives, or contractors, their employees, agents, or representatives in connection with or incident to the performance of this Agreement. The Town's obligations under this paragraph shall not extend to any Claims to the extent caused by the negligence of the State, except the obligation does apply to any negligence of the Town which may be legally imputed to the State by virtue of the State's ownership or possession of land. The Town's obligations under this paragraph shall survive the termination of this Agreement. 6. The State shall include Section 107.13 of the 2008 version of the Arizona Department of Transportation Standard Specifications for Road and Bridge Construction, incorporated into this Agreement by reference, in the State's contract with any and all contractors, of which the Town shall be specifically named as a third -party beneficiary. This provision may not be amended without the approval of the Town. 7. The cost of scoping, design, construction and construction engineering work under this Agreement is to be covered by the federal funds programmed for this Project, up to the maximum available. The Town acknowledges that actual Project costs may exceed the maximum available amount of federal funds, or that certain costs may not be accepted by FHWA as eligible for federal funds. Therefore, the Town agrees to pay the difference between actual costs of the Project and the federal funds received. 8. Should the federal funding related to this Project be terminated or reduced by the federal government, or Congress rescinds, fails to renew, or otherwise reduces apportionments or obligation authority, the State shall in no way be obligated for funding or liable for any past, current or future expenses under this Agreement. 9. The cost of the Project under this Agreement includes indirect costs approved by FHWA, as applicable. 10. The Parties warrant compliance with the Federal Funding Accountability and Transparency Act of 2006 and associated 2008 Amendments (the "Act"). Additionally, in a timely manner, the Town will provide information that is requested by the State to enable the State to comply with the requirements of the Act, as may be applicable. 11. The Town acknowledges and will comply with Title VI of the Civil Rights Act Of 1964. 12. The Town acknowledges compliance with federal laws and regulations and may be subject to the CODE OF FEDERAL REGULATIONS, TITLE 2, PART 200 (also known as The Uniform Grant Guidance). Entities that expend $750,000.00 or more (on or after 12/26/14) of federal assistance (federal funds, federal grants, or federal awards) are required to comply by having an independent audit in accordancewith §200.331 Subpart F. Either an electronic or hardcopy of the Single Audit is to be sent to Arizona Department of Transportation Financial Management Services within the required deadline of nine months of the sub recipient fiscal year end. ADOT- FMS Attn: Cost Accounting Administrator 206 S 17th Ave. Mail Drop 204B Phoenix, AZ 85007 Sinn leAudit@azdot.gov Page 6of10 IGA 21-0008123-I 13. Pursuant to 23 USC 102(b), the Townwill repay all federal funds reimbursements for preliminary engineering costs on the Project if it does not advance to right of way acquisition or construction within 10 years after federal funds were first made available. 14. This Agreement shall be governed by and construed in accordance with Arizona laws. 15. This Agreement may be cancelled in accordancewith A.R.S. § 38-511. 16. The Town shall retain all books, accounts, reports, files and other records relating to the Agreement forfiveyears after completion of the Project. These documents shall be subject at all reasonable times to inspection and audit by the State. Such records shall be produced by the Town at the request of ADOT. 17. This Agreement is subject to all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C. 12101-12213) and all applicable federal regulations under the Act, including 28 CFR Parts 35 and 36. The Parties to this Agreement shall comply with Executive Order Number 2009-09 issued by the Governor of the State of Arizona and incorporated in this Agreement by reference regarding "Non -Discrimination." 18. Non -Availability of Funds: Every obligation of the State under this Agreement is conditioned upon the availability of funds appropriated or allocated for the fulfillment of such obligations. If funds are not allocated and available for the continuance of this Agreement, this Agreement may be terminated by the State at the end of the period for which the funds are available. No liability shall accrue to the State in the event this provision is exercised, and the State shall not be obligated or liable for any future payments as a result of termination under this paragraph. 19. In the event of any controversy, which may arise out of this Agreement, the Parties agree to abide by arbitration as is set forth for public works contracts if required by A.R.S. § 12-1518. 20. The Parties shall comply with the applicable requirements of A.R.S. § 41-4401. 21. The Parties shall certify that all contractors comply with the applicable requirements of A.R.S. §35-393.01. 22. The Parties shall comply with all applicable laws, rules, regulations and ordinances, as may be amended. 23. All notices or demands upon any Party to this Agreement shall be in writing and shall be delivered electronically, in person, or sent by mail, addressed as follows: For AgreementAdministration: Arizona Department of Transportation Joint Project Agreement Section 205 S.17th Avenue, Mail Drop 637E Phoenix, AZ 85007 JPABranch@azdot.gov Page 7of10 Town of Fountain Hills Attn: Anh Harambasic 16705 E. Avenue of the Fountains Fountain Hills, AZ 85298 480.816.5111 aharambasic @fh.az.gov IGA 21-0008123-I For ProjectAdministration: Arizona Department of Transportation Project Management Group 205 S. 17th Avenue, Mail Drop 614E Phoenix, AZ 85007 PMG@azdot.gov For Financial Administration: Arizona Department of Transportation Project Management Group 205 S. 17th Avenue, Mail Drop 614E Phoenix, AZ 85007 PMG@azdot.gov Town of Fountain Hills Attn: Anh Harambasic 16705 E. Avenue of the Fountains Fountain Hills, AZ 85298 480.816.5111 aharambasic@fh.az.gov Town of Fountain Hills Attn: Anh Harambasic 16705 E. Avenue of the Fountains Fountain Hills, AZ 85298 480.816.5111 aharambasicPfh.az.gov 24. Any revisions to the names and addresses above may be updated administratively by either Party and shall be in writing. 25. In accordance with A.R.S. § 11-952 (D), attached and incorporated in this Agreement is the written determination of each Party's legal counsel that the Parties are authorized under the laws of this State to enter into this Agreement and that the Agreement is in proper form. IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written. TOWN OF FOUNTAIN HILLS By-- ----- GINNY DICKEY Mayor ATTEST: By---------------- ELIZABETH A BURKE Town Clerk STATE OFARIZONA Department of Transportation STEVE BOSCHEN,PE Division Director Page 8of10 IGA 21-0008123-I ATTORNEY APPROVAL FORM FOR THE TOWN OF FOUNTAIN HILLS I have reviewed the above referenced Intergovernmental Agreement between the State of Arizona, acting by and through its DEPARTMENT OF TRANSPORTATION, and the TOWN OF FOUNTAIN HILLS, an agreement among public agencies which, has been reviewed pursuant to Arizona Revised Statutes §§ 11-951 through 11-954 and declare this Agreement to be in proper form and within the powers and authority granted to the Town under the laws of the State of Arizona. No opinion is expressed as to the authority of the State to enter into this Agreement. Town Attorney Page 9of10 Date IGA 21-0008123-I EXHIBIT A Cost Estimate T031401D/03D/01C The federal funds will be used forthe ADOT Project Development Administration (PDA) scoping/design and construction of the Project, including the construction engineering (CE) and administration cost. The estimated Project costs are as follows: ADOT fPDAI Cost: 4 , PDAcosts* Wono% $ 30,000.00 Design: Federal-aid funds @ 94.3% $ 274,144.00 Town's match @ 5.7% $ 16,571.00 Subtotal - Design/PDA* $ 320,715.00 Construction: Federal -aid funds @ 94.3% $ 2,026,477.00 Town's match @ 5.7% $ 122,491.00 Subtotal - Construction** $ 2,148,968.00 Estimated TOTAL ProjectCost $ 2,469,683.00 Total Estimated Town Funds $ 169,062.00 Total Federal Funds $ 2,300,621.00 ** (Includes 15% CE (this percentage is subject to change, any change will require concurrence from the Town) and 5% Project contingencies) Page 10 of 10 RESOLUTION NO.2021-11 A RESOLUTION OF THE MAYOR AND TOWN COUNCIL OF FOUNTAIN HILLS, MARICOPA COUNTY, ARIZONA, APPROVING AN INTERGOVERNMENTAL AGREEMENT WITH THE STATE OF ARIZONA RELATING TO SIDEWALK INFILL DESIGN AND CONSTRUCTION RECITALS: WHEREAS, by Resolution 2021-011 the Mayor and Town Council of the Town of Fountain Hills (the "Town") approved an Intergovernmental Agreement with the State of Arizona (the "State") relating to the Design and Construction of sidewalk along Saguaro Boulevard form Colony Drive to Fountain Hills Blvd and Palisades Boulevard from Saguaro Boulevard to Fountain Hills Boulevard (the "Agreement"); and WHEREAS, the Town and the State desire to amend the Agreement to revise the project costs. ENACTMENTS: NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. That the Town, through its Mayor and Council, hereby approves the Intergovernmental Agreement (the "Agreement"), attached hereto as Exhibit A. 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 Intergovernmental 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, Maricopa County, Arizona, this 4th day of May, 2021. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: Ginny Dickey, Mayor :7�V/I4TiTl4�7 --yi Grady E. Miller, Town Manager Elizabeth A. Klein, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney RESOLUTION NO. 2021-11 PAGE 2 *A, :I 13 111 r_1 INTERGOVERN MENTAL AGREEMENT ITEM 8. D. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 05/04/2021 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Public Works Prepared by: Justin Weldy, Public Works Director Staff Contact Information: Justin Weldy, Public Works Director Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF approving the First Amendment to contract C2019-006b between the Town and Gcon Inc. for remodeling the Community Center restrooms. Staff Summary (Background) The Fountain Hills Community Center was built in 2000 and opened to the public in 2001. During the last 20 years, it has been well utilized by the community for programs, meetings, events, performances and more. Due to the age and heavy usage of the facility, the interior of the building is requiring extensive updating and renovations. This includes the remodeling of the two restrooms. Town staff solicited proposals from four Job Order Contract holders for remodeling the restrooms. A review committee comprised of town staff considered factors, including sustainability, efficiency, hygiene, durability, as well as aesthetics. Gcon Inc.'s proposal was selected and recommended to the Town Manager for Council consideration and approval. The proposal is $218,000 and includes a (10%) owner's allowance for unforeseen issues that may need to be addressed during the remodeling. Due to the extent of the renovations, repainting the interior, new flooring Carpeting and Porcelain tile, the Community Center will be closed to the public during July and August in order to accommodate the demanding timeline required for these projects. Related Ordinance, Policy or Guiding Principle Adopted Capital Facilities Replacement. Risk Analysis Not approving the contract amendment will cause a significant delay for the renovations and improvements to the Community Center. Recommendation(s) by Board(s) or Commission(s) The Community Services Advisory Commission supports the remodeling and renovation of the Community Center. Staff Recommendation(s) Staff recommends approval of the First Amendment to Contract C2019-006. SUGGESTED MOTION MOVE to approve the First Amendment to Contract 2019-006b with Gcon Inc for remodeling the Community Center restrooms in the amount of $218,000.00. Fiscal Impact: Fiscal Impact $218,000.00 Budget Reference: Page 299 Funding Source: Capital Projects If Multiple Funds utilized, list here: N/A Budgeted: if No, attach Budget Adjustment Form: N/A Professional Services Agreement Scope and Fee Inbox Public Works Director (Originator) Finance Director Town Attorney Town Manager Form Started By: Justin Weldy Final Approval Date: 04/23/2021 Attachments Form Review Reviewed By Date Justin Weldy 04/22/2021 02:56 PM David Pock 04/22/2021 03:42 PM Aaron D. Arnson 04/22/2021 04:14 PM Grady E. Miller 04/23/2021 10:10 AM Started On: 04/22/2021 10:55 AM Contract No. 2019-006b.1 FIRST AMENDMENT TO JOB ORDER MASTER AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND GCON, INC. THIS FIRST AMENDMENT TO JOB ORDER MASTER AGREEMENT (this "First Amendment") is entered into as of May 4, 2021, between the Town of Fountain Hills, an Arizona municipal corporation (the "Town") and GCON, Inc., an Arizona corporation (the "Contractor"). RFCTTAT.0 A. The Town and the Contractor entered into a Job Order Master Agreement (the "Agreement"), dated March 19, 2019, for the Contractor to provide Construction Services (the "Services"). All capitalized terms not otherwise defined in this First Amendment have the same meanings as contained in the Agreement. B. The Town has determined that it is necessary to extend the Agreement with the Contractor for Services. C. The Town and the Contractor desire to enter this First Amendment to amend the Agreement to (i) extend the term of the Agreement and (ii) provide for compensation to the Contractor for the 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. The term of the Agreement is hereby extended until May 4, 2022, unless terminated as otherwise provided pursuant to the terms and conditions of the Agreement. 2. Compensation. The Town shall pay the Contractor an amount not to exceed $218,000, at the rates set forth in Exhibit B-1, which sum includes a ten percent (10%) owner's allowance. The aggregate amount of this Agreement shall not exceed $343,000. 3. 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 address set forth below, (B) deposited in the U.S. Mail, registered 1 or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With Copy to Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Aaron D. Arnson, Town Attorney If to Consultant: GCON, Inc. 1606 West Whispering Winds Dr. Phoenix, Arizona 85085 Attn: Michael Godbehere, President 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 (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. 4. Effect of Amendment. In all other respects, the Agreement is affirmed and ratified and, except as expressly modified herein, all terms and conditions of the Agreement shall remain in full force and effect. 5. Non -Default. By executing this First Amendment, the Contractor affirmatively asserts that (i) the Town is not currently in default, nor has it been in default at any time prior to this First Amendment, under any of the terms or conditions of the Agreement and (ii) any and all claims, known and unknown, relating to the Agreement and existing on or before the date of this First Amendment are forever waived. 6. Israel. Contractor certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a "boycott," as that term is defined in Ariz. Rev. Stat. § 35-393, of Israel. 7. Conflict of Interest. This First Amendment and the Agreement may be cancelled by the Town pursuant to Ariz. Rev. Stat. § 38-511. 2 [SIGNATURES ON FOLLOWING PAGES] 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: Elizabeth A. Klein, Town Clerk Elizabeth A. Bur4e, Town Cie APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On , 2021, 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] M "Contractor" GCON, Inc., an Arizona corporation Name: Title: (ACKNOWLEDGMENT) STATE OF ss. COUNTY OF On , 2021, before me personally appeared the of GCON, 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 C&S Sweeping Services. (Affix notary seal here) 4812-9512-1024 v.1 Notary Public 5 EXHIBIT 13-1 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND GCON, INC. [Contractor's Proposal] See following pages. cyc7clopki Plan. Bullet. Dellver- April 19, 2021 Via Email: sbartlett(Mfh.az.eov Contract No. 2019-006B Steve Bartlett Facilities Supervisor Town of Fountain Hills 16705 E Avenue of the Fountains Fountain Hills, AZ 85268 RE: Community Center - Restroom Remodel 13001 N. La Montana Dr., Fountain Hills, AZ 85268 Mr. Bartlett On behalf of GCON Inc and all our employees we present herein our offer to construct the improvements for the Community Center - Restroom Remodel. Our offer is based on a site walk with Steve Bartlett on 4/6/2021. Our proposal for all work shown under Restroom Remodel is: $ 187,836.99 Our proposal for all work shown under New Drinking Fountains is: $ 4,500.00 Our proposal for all work shown under TOTAL is: $ 192,337.00 One Hundred Ninety Two Thousand Three Hundred Thirty Seven Dollars and No Cents We thank you for the opportunity to provide construction services for this important project. If you desire to discuss our proposal or any part thereof, feel free to contact me at grcollins@gconinc.com or 623.217.3997. Sincerely, f' 0-& t Collins Project Manager Due to current market fluctuations we can only hold our price for 30 days from proposal date. 1606 W. Whispering Wind Drive I Phoenix, AZ 85085 1623.581.6300 (P) 1623.581.3302 (F) I GCONInc.com I AZ ROC 182765 TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 05/04/2021 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Public Works Prepared by: Justin Weldy, Public Works Director Staff Contact Information: Justin Weldy, Public Works Director Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF approving the First Amendment to Contract 2020-11 with Continental Flooring Company for the purchase and installation of flooring in Town owned facilities. Staff Summary (Background) The Community Center was built in 2001. Due to the age and wear and tear of the facility over the past 20 years, the interior of the building is requiring extensive cosmetic updating as well as renovations. One of the major focuses of the renovation is the replacement of the flooring. The carpeting inside the building consists of carpet tiles glued down to the subfloor. A comprehensive inspection of the carpet and subfloor revealed that the glue is not adhering properly to the carpet and concrete subfloor due to moisture coming up through the subfloor. The moisture is inhibiting the glue from providing proper adhesion for the carpeting to the subfloor which in turn is causing excessive wear to the carpet tiles. In reviewing the construction drawings for the Community Center, it was noted that a vapor barrier was never installed underneath the concrete subfloor. The issue will be addressed and corrected with new adhesive designed to address the moisture issue when applied to the carpeting. The ceramic tile will be replaced with porcelain tile. Porcelain tile is highly resistant to wear and tends to last better over the years than standard ceramic tile. This is due to the fact that porcelain tiles have fewer air pockets, is a denser material, with a pattern and color more uniform throughout from the surface through the center of the tile. Porcelain tiles also tend to be harder and thicker overall than most other tile varieties. It's important to note that the absence of a vapor barrier does not affect tile floors. Related Ordinance, Policy or Guiding Principle Adopted Capital Facilities Replacement. Risk Analysis Not approving the contract amendment will delay renovations and improvements to the Community Center. Recommendations) by Board(s) or Commission(s) The Community Services Advisory Commission supports the remodeling and renovation of the Community Center. Staff Recommendations) Approval of the First Amendment to Contract 2020-011 as stated. SUGGESTED MOTION MOVE to approve the First Amendment to Contract 2020-011 with Continental Flooring Company for purchase and installation of flooring in the amount of $263,134.08 Fiscal Impact Fiscal Impact: $263,134.08 Budget Reference: 362 Funding Source: Facilities Reserve Fund If Multiple Funds utilized, list here: N/A Budgeted: if No, attach Budget Adjustment Form: N/A Underlying Agreement Scope and Fee Professional Services Agreement Attachments Form Review Inbox Reviewed By Public Works Director (Originator) Justin Weldy Finance Director David Pock Public Works Director (Originator) Justin Weldy Finance Director David Pock Town Attorney Aaron D. Arnson Town Manager Grady E. Miller Form Started By: Justin Weldy Final Approval Date: 04/23/2021 Date 04/22/2021 08:09 AM 04/22/2021 08:30 AM 04/22/2021 02:55 PM 04/22/2021 03:40 PM 04/22/2021 04:14 PM 04/23/2021 09:56 AM Started On: 04/12/202104:17 PM Offer and Acce tance State of Arizona General Services Division j 1110 W. Washington St, SOLICITATION NO.: BPM000582 Suite 155 ! Phoenix, AZ 85007 Deschption; Statewide Flooring Contract OFFER TO THE STATE OF ARIZONA: The Undersigned hereby offers and agrees to furnish the material, service or construction in compliance with all terms, conditions, specifications and amendments in the Solicitation and any written exceptions in the offer. Signature also certifies Small Business status. CONTINENTAL FLOORING COMPANY Company Name 9319 N. 94th Way, Suite 1000 Address Scottsdale AZ 85258 ty State 71p CColeman@ContinentaiFloorin .com Contact Email Address By signature in the Offer section above, the Offerar certifies Si e erson Authorized to Sign Dicer Chr - er L. Coleman Pr'nted Name President Phone 480 949-8509 Fax: (480) 945-2�303 1. The submission of the Offer did not involve collusion or other anticompetitive practices. 2. The Offeror shall not discriminate against any employee or applicant for employment in violation of Federal Executive Order 11246, state Executive Order 2009- 9 or A.R.S. §§ 41-1461 through 1465- 3. The Offeror has not given, offered to give, nor intends to give at any time hereafter any economic opportunity. tuture emp10yinent, gift. loan, gratuity, special discount, trip. favor, or service to a public servant in connection wth the submitted offer. Failure to provide a vaiid signature affirming the stipulations required by this clause shail result in resection of the offer. Signing the offer with a false statement shall void the offer, any resulting contract and may be subject tolegal remedies provided by law. 4- The Offeror certdies that the above referenced organization, Xlsl ❑ts NOT a small business with less than 100 employees or has gross revenues of $4 million or less. ACCEPTANCE OF OFFER The Offer is hereby accepted. The Contractor is now bound to sell the materials or services listed by the attached contract and based upon the solicitation, including all terms, conditions, specifications, amendments, etc., and the Contractor's Offer as accepted by the State. This Contract shall henceforth be referred to as Contract No. CTR043427 The effective date of the Contract is April 1, 2019 The Contractor is cautioned not to commence any billable work or to provide any material or service under this contract until Contractor receives purchase order, contact release document or written notice to proceed. State of Arizona Awarded this 21 day of March 20 19 Rocky Advani Pry urement Officer Douglas A. Ducey Governor March 21, 2019 E 7 a ARIZONA DEPARTMENT OF ADMINISTRATION STATE PROCUREMENT OFFICE 100 NORTH FIFTEENTH AVENUE • SUITE 402 PHOENIX, ARIZONA 85007 (602) 542-5511 (main) http://spo.az.gov Elizabeth Thorson Interim Director Sent via e-mail to: ccoleman@continentalflooring.com Re: Award of Contract for Solicitation No. BPM000582 for Statewide Flooring Dear Christopher Coleman, Thank you for submitting a response to the Request for Proposal Solicitation No. BPM000582 for Statewide Flooring. I am pleased to inform you that CONTINENTAL FLOORING CO has been selected for award. The initial contract term shall begin on 1st April 2019 All offers received were evaluated in accordance with the evaluation criteria set forth in the solicitation document. The procurement file for this solicitation, including evaluation documents and resultant contracts, will be shortly available for public viewing via the State's e-Procurement system- APP In accordance with Special Terms and Conditions, Section 6.7 of the contract and prior to beginning work under the contract, your company is required to submit a Certificate of Insurance to the State Procurement Office if you have not already done so. The certificate of insurance shall indicate that your company is in compliance with insurance requirements contained in the contract. Please submit your certificate of insurance to me no later than March 31 st 2019 You are cautioned not to begin any work under this new contract until the Procurement Officer assigned to your contract has issued a written notice to proceed. If you have any questions regarding your company's contract, please contact me at rocky. advani(a_azdoa.gov or 602.542.0100. Thank you for your response and for your continued interest in doing business with the State of Arizona. Sincerely. Rocky Advani State Procurement Manager F�xEST9�� Request for Proposal State of Arizona �Qv a N State Procurement Office PAGE ' Solicitation No.: BPM000582 1 1110 W Washington, Suite 155 Phoenix, AZ 85007 Description: Commercial Flooring Products and Services OF 62 Notice of Request for Proposal In accordance with A.R.S. § 41-2534, competitive sealed proposals for the materials or services specified, will be received by the State Procurement Office online through the State's e-Procurement system, Arizona Procurement Portal (APP) (https://app.az.gov) at the date and time posted in APP. Proposals received by the correct time and date will be opened and the name of each offeror will be publically available. Proposals must be in the actual aossession of the State on or arior to the time and date indicated in the Notice. Late roposals will not be considered. Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the appropriate Procurement Agency. Requests should be made as early as possible to allow time to arrange the accommodation. A person requiring special accommodations may contact the solicitation contact person responsible for this procurement as identified above. DUE DATE AND TIME: Offers shall be received until 3:00 P.M. Mountain Standard Time, February 7, 2019 DEADLINE FOR QUESTIONS: Inquiries regarding the solicitation are required to be submitted online through APP by Friday, February 1, 2019 — 12:00 p.m. Proposers shall copy and save APP attachments to their own computer, save the information entered, and submit the completed information as a new, appropriately renamed Attachment in APP. APP will not save information entered directly on the attachments. OFFERORS ARE STRONGLY ENCOURAGED TO CAREFULLY READ THE ENTIRE SOLICITATION. Table of Contents Instructions to Offerors........................................................................................3 Scopeof Work..................................................................................................12 Special Terms and Conditions..............................................................................21 Uniform Terms and Conditions.............................................................................27 Attachment I — Questionaire.................................................................................58 Attachment I1— Pricing Instructions......................................................................61 Response Forms — I,1I,1I1, & IV...........................................................................62 Pricing to be added on line items in Arizona Procurement Portal (APP) per Brand name or enter alternate product name E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PA3GE Description: Commercial Flooring Products and Services of 62 Instructions to Offerors �. DEFINITIONS 1.1. APP terms. Arizona Procurement Portal (APP) (https://appstate.az.gov) is the State's online eProcurement system. 1.1.1. "Actual Cost" means the total value of all items and their extended quantities. 1.1.2. "Allow Electronic Quote" means an indicator, signifying whether or not offers may be submitted in APP. 1.1.3. "Alternate Id" means a data field, in which may contain additional data in order to link a solicitation to a related project, activity or program. 1.1.4. "Amendments" means solicitation amendments. 1.1.5. "Attachments" means the section, as displayed in APP, where the solicitation's electronic documents may be attached. 1.1.6. "Available Date" means a data field, in which may contain the date that the solicitation was published. 1.1.7. "Bid", depending on its use may mean solicitation or offer. For example, in the terms "Bid Solicitation" and "Bid Number", the term "Bid" means solicitation. In the terms "Bid Opening Date" and "Pre -Bid Conference", "Bid" means offer. 1.1.8. "Bid Method" means the type of solicitation process being conducted. 1.1.9. "Bid Number" means the solicitation's identification number. 1.1.1o. "Bid Opening Date" means the date and time that offers are due. 1.1.11. "Bid Solicitation" means solicitation. 1.1.12. "Bid Type" means the extent the solicitation notices were issued, ranging from "OPEN" (notices went to vendors registered with the selected commodity codes) to "CLOSED" (notices were only sent to the specific vendors invited by the State). 1.1.13. "Bill -to Address" means the department address where invoices occurring under any resulting contract may be billed. 1.1.14. "Bulletin Description" means a data field, in which may contain additional information regarding the scope of the solicitation. 1.1.15. "Buyer" means procurement officer. 1.1.16. "Catalog ID" is an optional data field and means an identification number to signify a group of related contracts. 1.1.17. "Contact Instructions" means the contact information for the procurement officer. 1.1.18. "Control Code" is an optional field and means an identification characteristic of the contract. E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 P 4GE Description: Commercial Flooring Products and Services of 62 1.1.19. "Days ARO" means the number of days `After Receipt of Order' in which the customer will receive the ordered materials and/or services. 1.1.20. "Department" means the customer for whom the solicitation is being done. 1.1.21. "Description" means the solicitation's title. 1.1.22. "Discount %" is an optional field and means the standard discount applied to all items. 1.1.23. "Entered Date" means the date that the contract was awarded, not necessarily the date the contract starts, e.g., Master Blanket/Contract Begin Date. 1.1.24. "Fiscal Year" means the State Fiscal Year in which the solicitation was initiated. 1.1.25. "Freight Terms" means how freight will be charged under the contract. 1.1.26. "Header Information" means the section of the solicitation, as displayed in APP, containing solicitation information other than the line items. 1.1.27. "Info Contact" means a data field, in which may contain the contact information of a person to whom inquiries are to be directed. 1.1.28. "Item information" means the section of the solicitation, as displayed in APP, containing the solicitation's line items. 1.1.29. "Location" means the specific customer, within the department, for whom the solicitation is being done. 1.1.30. "Master Blanket/Contract Begin Date" means the date that the contract starts. 1.1.31. "Master Blanket/Contract End Date" means the date that the contract ends. 1.1.32. "Master Blanket/Contract End Date (Maximum)" means the date that the contract may be extended through if all allowable term extensions are exercised. 1.1.33. "Master Blanket/Contract Vendor Distributor List" means the list of companies authorized to distribute the materials and/or services on behalf of the Contractor under the contract. 1.1.34. "Master Blanket Purchase Order" means the contract, indicating that the contract will be in effect over a stated period of time. 1.1.35. "Minor Status" is an optional data field and means a type of status indicator of the contract in APP. 1.1.36. "Organization" means the state agency under whose authority the solicitation is being conducted. 1.1.37. "Pcard Enabled" is an optional data field and means that customers are allowed to use their purchasing card (P- Card or Pcard) to order from the contract within the APP system. 1.1.38. "Payment Terms" means the period of time that payment is due after receipt of an accurate invoice. 1.1.39. "PO Acknowledgement" means the list the notifications to the Contractor and their acknowledgements of these notices. 1.1.40. "PO Type" means the period of time that the contract is in place, either a one-time transaction, Open Market, or for a stated period of time, Blanket. 1.1.41. "Pre -Bid Conference" means pre -offer conference. E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGE Description: Commercial Flooring Products and Services of 62 1.1.42. "Print Best Detail" is an optional data field and means a print format applicable to orders under the contract. 1.1.43. "Project No." is an optional field and means an identification characteristic of the contract. 1.1.44. "Print Format" means the format of the solicitation's print output. 1.1.45. "Purchase Order" means contract. 1.1.46. "Purchase Order Number" means the contract's identification number. 1.1.47. "Purchase Method" means the type of contract transaction contemplated, ranging from an "Open Market" (one-time) transaction to a "Blanket" (term) transaction. 1.1.48. " Purchaser" means procurement officer. 1.1.49. "Quote" means offer. 1.1.50. "Receipt Method" means the method by which materials and/or services under the contract are received, either by amount spent, Dollar, or by item units, Quantity. 1.1.51. "Release Number" means the order number of each order under the contract. The Master Blanket/Contract will always reflect a zero "0" release number. 1.1.52. "Release Type" means the process that orders under the contract are subject to within APP, requiring approval on an order -by -order basis, e.g., Standard Releases or not requiring approval, e.g., Direct Release. 1.1.53. "Required Date" means a data field, in which may contain the date that the materials, services or construction are needed by the State. 1.1.54. "Retainage %" is an optional field and means the amount of the contract's value that is retained. 1.1.55. "Shipping Method" means the method of shipping to be used under the contract. 1.1.56. "Shipping Terms" means the point where the Contractor will ship the materials and/or services to, and if accepted, the point when responsibility and title passes from the Contractor to the State. 1.1.57. "Ship -to Address" means the department address where materials, services or construction purchased under any resulting contract may be billed. 1.1.58. "Short Description" means the contract' title. 1.1.59. "Status" means the availability of the contract within APP for ordering, e.g., Sent status. 1.1.60. "Tax Code", if applicable, means the amount of taxes, expressed as a percentage, to be added to all items purchased under the contract. As items may be subject to differing tax rates, this field may be blank. 1.1.61. "Type Code" means the category of customers that may use any resulting contract(s). E.g., Single- Agency, Multi -Agency or Statewide. 1.1.62. "Vendor" means Contractor or Construction Contractor. E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGGE Description: Commercial Flooring Products and Services of 62 1.2. OTHER DEFINITIONS 1.2.1. "Offeror" means a person who responds to a Solicitation. 1.2.2. "Solicitation Amendment" means a change to the Solicitation issued by the Procurement Officer. 2. INQUIRIES 2.1.1. All questions related to this Invitation for Bid are required to be submitted through APP using the Discussion Forum tab. Any other contact shall be directed to Richard Rask at richard.rask(c azdoa.gov Any correspondence related to a solicitation should refer to the appropriate solicitation number, page and paragraph number. 2.1.2.Offerors may not contact the employees of the using Agency concerning this procurement while the solicitation and evaluation are in process. 2.1.3. Duty to Examine. It is the responsibility of each Offeror to examine the entire Solicitation, seek clarification in writing (inquiries), and examine its Offer for accuracy before submitting an Offer. Lack of care in preparing an Offer shall not be grounds for modifying or withdrawing the Offer after the Offer due date and time. 2.1.4. Solicitation Contact Person. Any inquiry related to a Solicitation, including any requests for or inquiries regarding standards referenced in the Solicitation shall be directed solely to the Procurement Officer. 2.1.5. Submission of Inquiries. All inquiries related to the Solicitation are required to be submitted in the State's eProcurement system. All responses to inquiries will be answered in the State's eProcurement system. Any inquiry related to the Solicitation should reference the appropriate solicitation page and paragraph number. Offerors are prohibited from contacting any State employee other than the Procurement Officer concerning the procurement while the solicitation and evaluation are in process. 2.1.6. Timeliness. Any inquiry or exception to the Solicitation shall be submitted as soon as possible and should be submitted at least seven days before the Offer due date and time for review and determination by the State. Failure to do so may result in the inquiry not being considered for a Solicitation Amendment. 2.1.7. No Right to Rely on Verbal or Electronic Mail Responses. An Offeror shall not rely on verbal or electronic mail responses to inquiries. A verbal or electronic mail reply to an inquiry does not constitute a modification of the solicitation. 2.1.8. Solicitation Amendments. The Solicitation shall only be modified by a Solicitation Amendment. 2.1.9. Pre -Offer Conference. If a pre -Offer conference has been scheduled under the Solicitation, the date, time and location shall appear in the State's eProcurement system. Offerors should raise any questions about the Solicitation at that time. An Offeror may not rely on any verbal responses to questions at the conference. Material issues raised at the conference that result in changes to the Solicitation shall be answered solely through a Solicitation Amendment. 2.1.10. Persons with Disabilities. Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Procurement Officer. Requests shall be made as early as possible to allow time to arrange the accommodation. E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGE Description: Commercial Flooring Products and Services of 62 3. PREPARATION / SUBMISSION OF OFFER 3.1. Solicitation Checklist. A responsive, responsible Offeror shall submit the following information as part of the submitted offer: • Response Form I — Offer and Acceptance • Response Form 11 — Subcontractors • Response Form I II — Confidentiality and Trade Secrets • Response Form IV — References • Vendor Qualifications 3.2. Electronic Documents. The Solicitation is provided in an electronic format. Offerors are responsible for clearly identifying any and all changes or modifications to any Solicitation documents upon submission to the State's eProcurement system. Any unidentified alteration or modification to any Solicitation, attachments, exhibits, forms, charts or illustrations contained herein shall be null and void. Offeror's electronic files shall be submitted in a format acceptable to the State. Acceptable formats include .doc and .docx (Microsoft Word), .xIs and .xlsx (Microsoft Excel), .ppt and .pptx (Microsoft PowerPoint) and .pdf (Adobe Acrobat). Offerors wishing to submit files in any other format shall submit an inquiry to the Procurement Officer. 3.3. APP. Offers in response to this solicitation shall be submitted within the State's online eProcurement system, APP (https://appstate.az.gov). Please be advised that utilizing APP requires a certain level of technical competency that should be considered when selecting staff to work in the system. The successful submission of your offer in APP is critical in order for the State to receive and evaluate your offer. Therefore, particular focus should be placed on the selection of staff given the responsibility for submitting your offer in APP. Offers shall be received before the due date and time listed in the solicitation's 'Bid Opening Date' field. Offers submitted outside the APP system, or those that are received after the due date and time stated in the 'Bid Opening Date' field, shall be rejected. Questions in this regard shall be directed to the Procurement Officer or to the APP Help Desk at 602-542-7600) prior to the solicitation due date and time. 3.4. THE OFFEROR MUST RESPOND TO EACH ITEM IN THE FOLLOWING SECTIONS. By submitting an offer, the Offeror makes a firm commitment to provide services as required and proposed. Failure to include the requested information may have a negative impact on the evaluation of the Offeror's proposal. 1. Offer and Acceptance: The Offeror shall complete Response Form I — Offer and Acceptance. 2. Subcontractors: The Offeror shall complete Response Form II —Subcontractors. 3. Confidentiality: The Offeror shall complete Response Form I II — Confidentiality and Trade Secrets. 4. References: The Offeror shall complete Response Form IV — References. 3.5. Evidence of Intent to be Bound. The Offer and Acceptance form within the Solicitation shall be submitted with the Offer in the State's eProcurement system and shall include a signature by a person authorized to sign the Offer. The signature shall signify the Offeror's intent to be bound by the Offer and the terms of the Solicitation and that the information provided is true, accurate and complete. Failure to submit verifiable evidence of an intent to be bound, such as a signature, shall result in rejection of the Offer. 3.6. Cost of Offer Preparation. The State will not reimburse any Offeror the cost of responding to a Solicitation. 3.7. Federal Excise Tax. The State is exempt from certain Federal Excise Tax on manufactured goods. Exemption Certificates will be provided by the State. 3.8. Provision of Tax Identification Numbers. Offerors are required to provide their Arizona Transaction E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGE Description: Commercial Flooring Products and Services of 62 Privilege Tax Number and/or Federal Tax Identification number as part of the Offer. 3.9. Employee Identification. Offeror agrees to provide an employee identification number or social security number to the State for the purposes of reporting to appropriate taxing authorities, monies paid by the State under this Contract. If the federal identifier of the Offeror is a social security number, this number is being requested solely for tax reporting purposes and will be shared only with appropriate state and federal officials. This submission is mandatory under 26 U.S.C. § 6041A. 3.10. Identification of Taxes in Offer. The State is subject to all applicable state and local transaction privilege taxes. All applicable taxes shall be identified as a separate item offered in the Solicitation. When applicable, the tax rate and amount shall be identified on the price sheet. 3.11. Disclosure. If the person submitting this Offer has been debarred, suspended or otherwise lawfully precluded from participating in any public procurement activity, including being disapproved as a subcontractor with any federal, state or local government, or if any such preclusion from participation from any public procurement activity is currently pending, the Offeror shall fully explain the circumstances relating to the preclusion or proposed preclusion in the Offer. The Offeror shall set forth the name and address of the governmental unit, the effective date of the suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. If suspension or debarment is currently pending, a detailed description of all relevant circumstances including the details enumerated above shall be provided. 3.12. Delivery. Unless stated otherwise in the Solicitation, all prices shall be F.O.B. Destination and shall include all freight, delivery and unloading at the destination(s). 3.13. Federal Immigration and Nationality Act. By signing of the Offer, the Offeror warrants that both it and all proposed subcontractors are in compliance with federal immigration laws and regulations (FINA) relating to the immigration status of their employees. The State may, at its sole discretion require evidence of compliance during the evaluation process. Should the State request evidence of compliance, the Offeror shall have five days from receipt of the request to supply adequate information. Failure to comply with this instruction or failure to supply requested information within the timeframe specified shall result in the Offer not being considered for contract award. 3.14. Offshore Performance of Work Prohibited. Any services that are described in the specifications or scope of work that directly serve the State or its clients and involve access to secure or sensitive data or personal client data shall be performed within the defined territories of the United States. Unless specifically stated otherwise in the specifications, this paragraph does not apply to indirect or 'overhead' services, redundant back-up services or services that are incidental to the performance of the contract. This provision applies to work performed by subcontractors at all tiers. Offerors shall declare all anticipated offshore services in the Offer. 3.15. Offer Submission, Due Date and Time. Offerors responding to a Solicitation must submit the Offer electronically through the State's eProcurement system. Offers shall be received before the due date and time stated in the solicitation. Offers submitted outside of the State's eProcurement system or those that are received after the due date and time shall be rejected. 3.16. Offer and Acceptance. Offers shall include a signed Offer and Acceptance form. The Offer and Acceptance form shall be signed with a signature by the person authorized to sign the Offer, and shall be submitted in the State's eProcurement system with the Offer no later than the Solicitation due date and time. Failure to return an Offer and Acceptance form may result in rejection of the Offer. 3.17. Solicitation Amendments. A Solicitation Amendment shall be acknowledged in the State's eProcurement system no later than the Offer due date and time. Failure to acknowledge a Solicitation Amendment may result in rejection of the Offer. E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGE Description: Commercial Flooring Products and Services of 62 3.18. Offer Amendment or Withdrawal. An Offer may not be amended or withdrawn after the Offer due date and time except as otherwise provided under applicable law. 3.19. Confidential Information. If an Offeror believes that any portion of an Offer, protest, or correspondence contains a trade secret or other proprietary information, the Offeror shall clearly designate the trade secret and other proprietary information, using the term "confidential." An Offeror shall provide a statement detailing the reasons why the information should not be disclosed including the specific harm or prejudice that may arise upon disclosure. The Procurement Officer shall review all requests for confidentiality and provide a written determination. Until a written determination is made, a Procurement Officer shall not disclose information designated as confidential except to those individuals deemed to have a legitimate State interest. In the event the Procurement Officer denies the request for confidentiality, the Offeror may appeal the determination to the State Procurement Administrator within the time specified in the written determination. Contract terms and conditions, pricing, and information generally available to the public are not considered confidential information. 3.20. Public Record. All Offers submitted and opened are public records and must be retained by the State for six years. Offers shall be open and available to public inspection through the State's eProcurement system after Contract award, except for such Offers deemed to be confidential by the State. 3.21. Non -collusion, Employment, and Services. By signing the Offer and Acceptance form or other official contract form, the Offeror certifies that: 3.21.1. The Offeror did not engage in collusion or other anti -competitive practices in connection with the preparation or submission of its Offer; and 3.21.2. The Offeror does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and that it complies with an applicable federal, state and local laws and executive orders regarding employment. 4. EVALUATION 4.1. In accordance with the Arizona Procurement Code § 41-2535, Procurements not exceeding a prescribed amount, award(s) shall be made to the responsible offeror(s) whose offer is determined in writing to be the most advantageous to the State based upon the evaluation factor listed below. • Price 4.2. Opening. Offers received by the due date and time will be opened online. Proposals will not be subject to public inspection until after contract award. 4.3. Clarifications. Upon receipt and opening of proposals submitted in response to this solicitation, the State may request oral or written clarifications, including demonstrations or questions and answers, for the sole purpose of information gathering or eliminating minor informalities or correcting nonjudgmental mistakes in proposals. Clarifications shall not otherwise afford the Offerors the opportunity to alter or make a material change in its proposal. 4.4. Negotiations. Negotiations may take place prior to award. 4.5. Financial Stability. The Offeror must be financially stable and able to substantiate the financial stability of its company. If requested, current financial statements or other financial information deemed appropriate documenting past sales history must be provided within five (5) business days of request. The State reserves the right to request additional documentation from the Offeror and to request reports on financial stability from independent financial rating services. The State reserves the right to reject any Offeror who does not demonstrate financial stability sufficient for the scope of this contract award. E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAOGE Description: Commercial Flooring Products and Services of 62 4.6. Unit Price Prevails. In the case of discrepancy between the unit price or rate and the extension of that unit price or rate, the unit price or rate shall govern. 4.7. Taxes. If the products and/or services specified require transaction privilege or use taxes, they shall be described and itemized separately on the Offer. Arizona transaction privilege and use taxes shall not be considered for evaluation. 4.8. Prompt Payment Discount. Prompt payment discounts of thirty (30) days or more set forth in an Offer shall be deducted from the Offer for the purpose of evaluating that price. 4.9. Late Offers. An Offer submitted after the exact Offer due date and time shall be rejected. 4.10. Disqualifications. An Offeror (including each of its principals) who is currently debarred, suspended or otherwise lawfully prohibited from any public procurement activity shall have its Offer rejected. 4.11. Offer Acceptance Period. An Offeror submitting an Offer under the Solicitation shall hold its Offer open for the number of days from the Offer due date that is stated in the Solicitation. If the Solicitation does not specifically state a number of days for Offer acceptance, the number of days shall be one hundred twenty (120). If a Best and Final Offer is requested pursuant to a Request for Proposals, an Offeror shall hold its Offer open for one hundred twenty (120) days from the Best and Final Offer due date. 4.12. Waiver and Resection Rights. Notwithstanding any other provision of the Solicitation, the State reserves the right to: • Waive any minor informality; • Reject any and all Offers or portions thereof; or • Cancel the Solicitation. 5. AWARD 5.1. Contract Award. The State intends to award a contract or contracts based on the Proposals received, unless otherwise indicated, resulting from this solicitation to the responsible Offeror(s) whose proposal represents the best value after evaluation in accordance with the factors and sub factors identified in the solicitation. The State may reject any or all proposals if such action is in the State's best interest. The State may waive informalities and minor irregularities on proposals received. The Offeror's initial proposal should contain the Offeror's best terms from a price or cost and technical standpoint. The State reserves the right to conduct discussions (negotiations) if the procurement officer determines them to be necessary. If the procurement officer determines that the number of proposals that would otherwise be in the competitive range exceeds the number at which an efficient competition can be conducted, the procurement officer may limit the number of proposals in the competitive range to the greatest number that will permit an efficient competition among the most highly rated proposals. The State reserves the right to make an award on any item for any quantity less than the quantity offered, at unit costs or prices offered, unless the Offeror specifies otherwise in the proposal. The State reserves the right to make multiple awards if, after considering the additional administrative costs, it is in the State's best interest to do so. Any exchange with Offerors after receipt of a proposal does not constitute a rejection of counteroffer by the State. E T Request for Proposal State of Arizona 9 N State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGE 11 Description: Commercial Flooring Products and Services of 62 5.2. Contract Document Consolidation. At its sole option, following any contract award(s) the State may consolidate the resulting contract documents. Examples of such consolidation would include (i) reorganizing solicitation documents and those components of the Contractor's Offer not pertaining to the Contract's operations; (ii) revising the Statement of Work to incorporate the Contractor's response, (iii) revising any terms and conditions to incorporate any changes in the Contractor's Offer; (iv) excluding any components of the Contractor's Offer that were not awarded. Contract document consolidation shall not materially change the Contract. 5.3. Contract Implementation Meetings: Upon award, the contractor may be required to participate in meetings for the successful implementation of the contract. Meetings (if any) will be at the discretion of the State. The contractor will be notified in advance of any meeting's time, frequency for future meetings (if any), and locations to ensure all appropriate State's and Contractor's staff and representatives attend. The State reserves the right to decline conference call attendance or participation. 5.4. Number of Types of Awards. The State reserves the right to make multiple awards or to award a Contract by individual line items or alternatives, by group of line items or alternatives, or to make an aggregate award, or regional awards, whichever is most advantageous to the State. 5.5. Contract Inception. An Offer does not constitute a Contract nor does it confer any rights on the Offeror to the award of a Contract. A Contract is not created until the Offer is accepted in writing by the Procurement Officer's signature on the Offer and Acceptance form. A notice of award or of the intent to award shall not constitute acceptance of the Offer. 5.6. Effective Date. The effective date of the Contract shall be the date that the Procurement Officer signs the Offer and Acceptance form or other official contract form, unless another date is specifically stated in the Contract 6. Protests A protest shall comply with and be resolved according to Arizona Revised Statutes Title 41, Chapter 23, Article 9 and rules adopted thereunder. Protests shall be in writing and be filed with both the Procurement Officer of the purchasing agency and with the State Procurement Administrator. A protest of the Solicitation shall be received by the Procurement Officer before the Offer due date. A protest of a proposed award or of an award shall be filed within ten (10) days after the Procurement Officer makes the procurement file available for public inspection. A protest shall include: 6.1. The name, address, email address and telephone number of the interested party; 6.2. The signature of the interested party or its representative; 6.3. Identification of the purchasing agency and the Solicitation or Contract number; 6.4. A detailed statement of the legal and factual grounds of the protest including copies of relevant documents; and 6.5. The form of relief requested. End of Instruction to Offerors E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGE Description: Commercial Flooring Products and Services of 62 SCOPE OF WORK 1. PURPOSE/BACKGROUND Pursuant to A.R.S. 41-2501, The Arizona Department of Administration, State Procurement Office (The State) is seeking to establish statewide contract(s) for Floor Covering including all labor, equipment and materials necessary to install carpet and flooring materials in designated areas in accordance with conditions and specifications included in this solicitation. The contract shall be available for use by all State Agencies, Boards and Commissions as well as participating Cooperative Members, collectively hereinafter referred to as Eligible Agencies. The Special Terms and Conditions provide a more detailed definition of Eligible Agencies. A list of all State Agencies and Cooperative Members may be found on the State Procurement Office's Website. The purpose of this Solicitation is to award a contract(s) to the responsible offeror(s) whose proposal is determined in writing to be the most advantageous to this state. The contracts shall be for supervision, labor, equipment, materials, tools and transportation necessary to install, repair or replace various flooring systems at Statewide locations for Eligible Agencies. 2. SCOPE OF SERVICES AND PRODUCTS 2.1 The contractor shall be responsible for replacement of, but not limited to, carpets, floor tile, VCT/LVT, sheet vinyl, stone tile, hardwood, laminated flooring, linoleum, rubber stair treads and/or other materials as required. 2.2 The contractor shall be available to schedule a time to inspect and measure the property to prepare a reasonable estimate for time and materials at Statewide locations. See installation notes Section M. 2.3 Pricing shall be based on contractors established contract price and the quotes shall be all inclusive of all materials, labor, installation, transportation and configuration to accomplish the job(s). 3. PRODUCT REQUIREMENTS Unless specifically stated to the contrary, any manufacturer's names, trade names, brand names or catalog numbers used in the specifications of this Request for Proposal are for the purpose of describing and/or establishing the quality, design and performance required. This is not intended to restrict product offerings. Following is a list of Materials and Supplies currently used by various Eligible Agencies. This list is illustrative and not intended to be all inclusive: • Broadloom Carpets • Berber Carpets • Cut Pile • Recycled Content Carpet • Woven Carpet • Saxony/Sisal/Plush Carpets • Carpet Tile 9 Hardwood Flooring E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGE Description: Commercial Flooring Products and Services of 62 • Resilient (hard surface) tile • VCT/LVT • Solid vinyl sheets • Stone tiles • Laminated Flooring • Rubber Floor Flooring • Linoleum Floor Covering • Rubber/Vinyl/resilient Wall Base, Stair Treads, and Risers • Cove Base/Corners, carpet strips 4. SCHEDULING REQUIREMENTS The Contractor shall be responsible for scheduling the agreed upon work as requested by the Eligible Agency. The Contractor shall have the ability to create and manage numerous individual accounts for order placement, billing, and reporting purposes. The Contractor shall be prepared with well maintained equipment inventory/materials and satisfactory transportation for delivery at the work site to meet the customer demand and delivery requirements. Likewise, the contractor shall be responsible for keeping a neat, orderly and clean area where equipment and materials are in use. Clean-up during and after the scheduled work shall be the responsibility of the Contractor including removal of waste and unused products. 5. STAFFING REQUIREMENTS 5.1 The Contractor shall provide adequate supervision over the work being performed and will be accountable for the conduct and performance of its employees and others involved in the execution of the scheduled work. Staff and/or sub -contractors shall be adequately trained and qualified for the type of work to be performed to insure completion of the work in an orderly and timely manner. 5.2 Contractor activities shall include the ability to resolve customer disputes, manage multiple accounts, expending services and excellent customer service. 5.3 Contractor personnel shall carry identification and shall be insured in accordance with the contract and agency requirements. The Contractor shall be responsible for employees at the work site for the duration of the project. E T Request for Proposal State of Arizona 9 N State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGE Description: Commercial Flooring Products and Services of 62 6. ENVIRONMENTAL AND RECYCLING REQUIREMENTS 6.1 As part of the Arizona Recycling Program, the State puts an emphasis on the post consumer content of the recycled products that are part of solicitations for Statewide Contracts. The EPA definition of post consumer material shall be used in the designating products for this purpose. The following requirements shall be performed by the Contractor relating to an Environmentally Friendly or Green Products Certification Program. The carpet distributor and manufacturer must have a carpet recycling program. 6.2 Submit written certification of environmental compliance describing aspects of recycling programs for carpet uplifted for replacement and for carpet to be installed, including compliance by the carpet manufacturer and carpet trade contractor. An applicable representative from the carpet manufacturer/flooring subcontractor shall meet with the contractor in the presence of a representative of the agency to review the recommended procedures, prior to occupancy of the finished spaces and detail what products are eligible for `buy back", how coordination of pick up will occur, etc. 6.3 When the installation is complete, the manufacturer shall deliver a certificate of recycling, which describes the method by which the uplifted carpet was recycled; and (2) a warranty of recycling, which specifies the method by which the new carpet tile will be recycled at the end of its useful life. 6.4 No carpet shipments are permitted until the fiber certifications and recycling plans are approved by the agency. 6.5 Indoor Air Quality Test Reports - results shall not exceed the stated emission criteria of the CRI Indoor Air Quality Carpet Testing Green Label Plus. 6.6 In accordance with an executive order titled Air Pollution Emergency Proclamation, The State requests that all products used in the performance of any contract that results from this solicitation be of low- or no -content of reactive organic compounds, to the maximum extent possible. 6.7 Manufactures shall provide flooring systems using post-industrial and post -consumer waste, recycled substances and renewable resources consistent with environmental stewardship. It is the expectation that the manufacturers be able to offer everything across their product lines in formulations that perform well without proving harmful to the environment for the life of the products. Refer to the U.S. Green Building Council's LEED (Leadership in Energy and Environmental Design) Program. The program provides an objective way to access the performance of a category of products such as durability, slip resistance and antimicrobial protection of rubber tile, like PVC free products. 7. MAINTENANCE PROGRAM 7.1 Maintenance requirements shall be provided to the Eligible Agencies to ensure the durability and longevity of flooring systems from initial purchase through the end -of -life. This shall include specifications and instructions for the Eligible Agency as well as written documentation and/or schedules for maintenance to ensure the integrity of the flooring for reasonable use as specified by the manufacturer. 7.2 Examples include but are not limited to noting in detail the features and benefits of topical or applied stain resistant additives. In addition, provide proof of additives life. i.e., permanent, walk off, wicked when cleaning, etc. i.e. Duracolor, Everset, Protekt, Stain RESIST as illustrative type products. E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGE Description: Commercial Flooring Products and Services of 62 8. CARPET CONSTRUCTION 8.1 Calcium Chloride Moisture tests and Relative Humidity 95, where applicable, are required before ordering/installation begins. All manufacturers' suggested installation methods are to be precisely followed. All warranties are to be kept in force. It is the responsibility of the contractor to perform these moisture tests according to the manufacturer's instruction and in a timely manner so the product can be installed efficiently and under warranty. 8.2 Pile height shall not exceed as follows; CARPET TILE Type 6, 6.160 Type 6. .130 BROADLOOM Type 6, 6 .160 Type 6 .130 8.3 Lifetime edge ravel, zippering and delamination are required on all products. Backing shall not delaminate under any circumstance for the useful life of the carpet. 8.4 Preferred Nylon is Type 6,6 Invista (Antron) Hollow Core Filament or Solutia Ultron VIP (SD or YD); XTI, DSDNand Self -extruded Nylon Type 6 meeting the standards as outlined in the specifications section for each fiber type and style will be considered. Nylon should be solution or yarn dyed with a preference for solution dyed. 8.5 Fiber Verification: Carpet shall be certificated from the fiber producer verifying use of the branded fiber in the submitted carpet product. Certification should include the % recycled content by weight for fibers, describing the source of this recycled content. If virgin nylon is used, the manufacturer shall include, as part of the fiber certification, the precise method that will be used to recapture the nylon at the end of the useful life of the carpet. State whether it will be returned to nylon carpet yarn production, down -cycled to an end use other than carpet yarn, used for waste -to -energy conservation, or disposed of in a specified manner. 8.6 Minimum Density as follows: CARPET TILE Type 6 6000 Type 6, 6 5000 BROADLOOM Type 6 6500 Type 6, 6 5500 Minimum gauge is to be 1/10 for Type 6. Minimum gauge is to be 1/8 for Type 6, 6 E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGE Description: Commercial Flooring Products and Services of 62 Minimum Weight for Broadloom 20 oz (no maximum) Minimum Weight for Carpet Tile 20 oz ( no maximum) 9. PATTERN/DESIGN 9.1 Product must be available in a wide range of multi -colored patterns with a preference for darker colors and organic patterns. Colors and patterns shall be consistent with existing material color scheme and locational considerations. 9.2 High -quality color samples shall be signed by a designated representative of the end user, certifying that samples are the approved color, pattern, and texture. Samples submitted to eligible agencies are assumed to be the manufacturer's best obtainable match to the desired carpet. 10. REPAIR 10.1 Roll goods or squares shall have the capability of cookie cutting stained areas and easy lift, removal and replacement of stained cut-outs with virtually invisible seams. It is preferable for the carpet to have a permanent or "highest resistance" to staining and fading. Billing for patch and repairs are based on time and materials as required. 10.2 Carpet repairs shall be done by a fully equipped and fully trained installer within 72 hours from receipt of repair work order. All repairs are to be coordinated with the eligible agency. 11. WARRANTY All carpet shall include the following warranties: 11.1 Surface Wear: Not more than 10 percent by weight throughout life of product. 11.2 Static: Maintain static generation at less than 3.5 KV at 70 degrees F., and 20 percent R.H. throughout life of the product. 11.3 No delamination throughout life of product. 11.4 No edge ravels throughout life of product. 11.5 Provide tuft bind consistent with industry standard. 11.6 No dimensional instability (i.e. shrinkage, curling and doming), which adversely affects ability of carpet tile to lie flat throughout the life of the product. 11.7 Environmental Warranty for Recycling: Used carpet tile will be recycled at end of its useful life. 11.8 Lifetime Commercial Limited Warranty: Warranty that owner will be completely satisfied with performance of carpet installed in accordance with manufacturer's installation instructions and when maintained in accordance with current carpet care recommendations, and when such maintenance continues throughout duration of warranty period when owned and operated by original Owner. [Also warrant that Owner will be satisfied with recycling of carpet at end of its useful life as outlined in manufacturer's environmental warranty.] E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGE Description: Commercial Flooring Products and Services of 62 11.9 Warranty must be at least a ten year published commercial warranty against crushing, mating, walking out, zippering, delamination, edge loss/ravel and wear of no more than 10% of the surface pile weight and should be full replacement without a pro -rated clause. 11.10 Warranty for labor must be 2 years, to respond to any failure regarding installation or performance issues. 11.11 All flooring installation must be in accordance with the manufacturer instructions using manufacturer recommended products. In the event of infractions that may void the warranty, the contractor must carry the warranty (in writing) or present documentation from the manufacturer for acceptable substitutions of products. 12. CARPET PERFORMANCE 12.1 Pile Fuzzing and Piling: Dupont TRL Method 609 "Piling Resistance of Carpets -Tumble Method." Minimum acceptable piling rating 4.2 on a scale of 1 to 5. ASTM D418, Methods of Testing Pile Yarn Floor Covering Construction. Tuft Bind: ASTM Method D 1335, "Tuft Bind of Pile Floor Coverings" 12.2 Perform 8 pulls at random across the width of the test carpet. Minimum tuft lock shall be 10 pounds or better for average of 8 pulls. The carpet should achieve this rating in wet and dry conditions or have a minimum of a 10 year warranty against edge ravel and zippering. 12.3 Peel Strength of Secondary Backing: Federal Test Method Standard 191.Textile method 5960. Minimum acceptable average pull strength is 8.3 pounds per square inch. ASTME 3936 12.4 Crock fastness: AATCC Test Method 1981: Minimum stain ratings, International Gray Scale should be Wet-Dry-4 • AATCC 16-[98], Test Method for Colorfastness to Light • AATCC 23-[99], Test Method for Colorfastness to Burnt Gas • AATCC 165-[93], Test Method for Colorfastness to Crocking: Carpets AATCC Crockmeter Method. 12.5 Wetfastness: Run with both hard water and alkaline detergent (ph9.5 test for 2 cycles). International Gray Scale rating for stain or color should be no less than 3 for 2 cycles. AATCC 107-[97], Test Method for Colorfastness to Water. 12.6 Static Resistance: Note: Some mainframe computer facilities may require lower kV ratings. • AATCC 134-[96],Test Method for Electrostatic Propensity of Carpets. • AATTC 13-1979 (Neolite) Electrostatic build-up in carpets. Static discharge is not to exceed 3.0 kV. (Note: Some mainframe computer facilities may require lower kV rating). E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGE Description: Commercial Flooring Products and Services of 62 12.7 Flammability: ASTM 648-22 watts/cm critical radiant flux and/.or federal, state, or local requirements if applicable. • ASTM E648 Test Method Critical Radiant Flux of Floor -Covering Systems Using a Radiant Heat Energy Source. • ASTM E662 Test Method for Specific Optical Density of Smoke generated by Solid Materials. 12.7 Atmospheric Fading: AATCC Test Method 129. Ozone/AATCC • Test method 12-1975-Burnt Gas. Minimum shade rating after two cycles in each test should be no less than internal Gray Scale Rating of 4. • AATCC109-[97], Test Method for Colorfastness to Ozone in the Atmosphere under Low Humidity. 12.8 Stain Resistance: Red dye 40 should be released by water only after exposure to 150,000+ cycles in a tetrapod walker and after sample is allowed to soak in 10:1 solution of water and ammonia. Topical stain treatments are not preferred but may be acceptable. 12.9 Appearance Retention Rating: ASTM 5252 Hexapod Test 12,000 cycles; used in tandem with CRI Grading Scale as follows: • 3.5 And Higher — Severe Wear Rating • 3.1-3.4 — Heavy Wear Rating • 2.5 — 2.9 Moderate Wear Rating • Severe Wear Rating required of all product submittals. 13. INSTALLATION REQUIREMENTS 13.1 All Contractors working at the Eligible Agencies are required to sign in with the designated representative. Upon completion of the days work, vendors are required to sign out with designated representative. A maximum of 48 hours turnaround service for all requests for quote measurements (faxed/emailed to Buyer) is required. All measurements will be from a physical site. Contact the agency for specific date, time and location directions. 13.2 Once the measurement document is received, the contractor shall schedule an on -site measurement meeting with the requesting agency. The eligible agency contact is the contractor's first line of contact for scope of the project, timelines and scheduling, coordination of resources and any scheduling changes or issues. Good communication is imperative. The contractor shall provide the eligible agency with a color coded measurement sheet for each job. It is the responsibility of the contractor to make sure all chargeable items are listed on the sheet. No cost increase will be accepted at a later date due to contractor error. E T Request for Proposal State of Arizona 9 N , State Procurement Office 1110 W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGE Description: Commercial Flooring Products and Services of 62 13.3 The contractor shall provide documentation for the proposed lay -outs for installation approval of carpet drops and seaming diagrams as follows: 13.3.1 For carpeted areas, submit shop drawings showing installation of carpeting, seam diagram, pattern direction, necessary installation accessories; show the location of different patterns or styles of carpet. If mixed fiber types are used on the areas shown, the fiber type must be clearly identified to facilitate future recycling. The contractor will supply reproducible prints upon request to facilitate shop drawing preparation and show locations of any threshold conditions. 13.3.2 A coordinator shall be assigned to the project and be able to visit the site as required by the eligible agency. The coordinator shall be available by phone during working hours and after hours if deemed necessary. The contractor shall submit a time frame for completion of each project to the eligible agency for approval and notify the eligible agency of any changes to the time frame. 13.4 All flooring installation shall be in accordance with the manufacturer instructions, using manufacturer recommended products. In the event of infractions that may void the warranty, the contractor shall carry the warranty (in writing) or present documentation from the manufacturer for acceptable substitutions of product. Any and all carpet tile projects must be installed so that the tiles are easily removed/replaced. The least amount of releasable adhesive should be used, while still enforcing the warranty. If conditions exist that full spread wet installed adhesive be used, it is the responsibility of the flooring contractor to advise the representative of the Agency BEFORE installation begins. It is the responsibility of the flooring contractor to educate craftsmen and plan accordingly for provisions of dry installations. 13.5 All scraps will be removed upon the completion of each project. The carpet is to be vacuumed thoroughly. Refer also to the Recycling/Environment Section. 13.6 Carpet in excess of one square yard and overages, (left over from installation), stock, etc. must be tagged with building, room number amount of yardage and fiber type. Contractor is to take the carpet to a location designated by the eligible agency. Pre -ordered stock must be delivered to the agency before project installation. 13.7 Contractor should perform a walk-through with the department contact upon project completion to correct any punch items. 13.8 The contractor should be on call after hours and be available for carpet installation evenings, early mornings and weekends, as required. Contractor must be able to meet tight schedules and handle emergency installations. The lead installer should be available by cell phone. 13.9 Carpet repairs must be done by a fully equipped installer within 72 hours from receipt of work order for repair. All repairs are to be coordinated with the agency contact. 13.10 Contractor shall be responsible for any damage as a result of carpet installation. This includes items such as furniture, fixtures, pipelines, plumbing, electrical, elevators, telephones, glue spillage, broken glass, wall/drywall, paint, personal property and any other damage or stolen property of The State of Arizona. Any damages should be reported daily to the eligible agency. E T Request for Proposal State of Arizona 9 N , State Procurement Office W. Washington., Suite 155 Phoenix, AZ 85007 Solicitation No.: BPM000582 PAGE1110 Description: Commercial Flooring Products and Services of 62 13.11 Contractor shall furnish all labor, materials, tools, equipment, transportation and any storage facility necessary to properly and satisfactorily install carpeting/floor covering per the Agency requirements. The State assumes no liability for any lost or stolen goods. 13.12 Installation non-performance and/or poor performance could result in termination of this contract. 13.13 Contractor is responsible for the proper disposal of all old carpeting and flooring materials. Contractor shall properly store, secure and dispose of any flammable or hazardous materials used on the job. See recycling section. 13.14 In most cases, our preference is for "provide and install' services from the contractor. When circumstances necessitate a split in these services it is incumbent upon whoever provides the floor covering material to also supply the specified adhesives and/or products necessary to maintain the integrity of the installation and the warranty. E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 21 85007 Description: Commercial Flooring Products and Services of 62 Special Terms and Conditions DEFINITIONS 1.1. See "Instruction to Offerors" 2. Contract. 2.1 The contract between the State of Arizona and the contractor shall consist of the solicitation as amended, any requests for clarifications and/or best and final offers, the proposal submitted by the contractor, their responses to any requests for clarifications and/or their best and final offer. In the event of a conflict in language between the documents referenced above, the provisions and requirements set forth and/or referenced in the solicitation as amended shall govern. However, the State reserves the right to clarify any contractual relationship in writing, and such written clarification shall govern in case of conflict with the applicable requirements stated in the solicitation as amended or the contractor's proposal. In all other matters not affected by the written clarification, if any, the solicitation shall govern. 2.2 The State's primary contact for this solicitation and resultant contracts shall be: Richard Rask, Construction Procurement Manager General Services Division 1110 W Washington Ave, Suite Suite 155 Phoenix, AZ 85007 Email: richard.rask(abazdoa.gov 2.3. Contract Restructure. The State may clarify any Contract following award. This clarification shall not substantially alter the contents of the Contract, but shall only edit and reformat the Contract in a manner that will facilitate ease of use, contract administration, and concurrence of the Parties. 3. Contract Type. Firm fixed price. 4. Contract Term: The term of any resultant contract will commence on the date of award and will continue for one year unless canceled, terminated or extended as otherwise provided herein. 5. Contract Extension: The contract shall not bind nor purport to bind the state for any contractual commitment in excess of the original contract term. By mutual written contract amendment, any resultant contract may be extended for supplemental periods with a maximum aggregate including all extensions not to exceed five (5) years. 5. Eligible Agencies: This contract shall be for the exclusive use of the State of Arizona Department of Administration. s. Appropriation of Funds. Every payment obligation of the Agency under this Contract is conditioned upon the availability of funds appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance of this Contract, this Contract may be terminated by the Agency E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 22 85007 Description: Commercial Flooring Products and Services of 62 at the end of the period for which funds are available. No liability shall accrue to the Agency or the State of Arizona in the event this provision is exercised, and neither the Agency nor the State shall be obligated or liable for any future payments or for any damages as a result of termination under this paragraph. Non -Exclusive Contract. This contract has been awarded with the understanding and agreement that it is for the sole convenience of the State of Arizona. The State reserves the right to obtain like goods or services from another source when necessary. Off -contract purchase authorization(s) may be approved by either the agency (within an agency's delegated authority) or by the State Procurement Office. Approvals shall be at the exclusive discretion of the State and shall be final. Off -contract procurement shall be consistent with the Arizona Procurement Code. 8. Ordering. 8.1 Any services to be furnished under this contract shall be ordered by issuance of task orders/purchase orders/releases/P-card (Orders) by the Project Manager. Such Orders may be issued from effective date of contract award. All Orders are subject to the terms and conditions of this contract. In the event of conflict between a task order and this contract, the contract shall control. All task orders shall cite the contact number. 8.2 Any attempt to represent any material and/or service not specifically awarded, as being under contract with the State of Arizona is a violation of the contract and the Arizona Procurement Code. Any such action is subject to the legal and contractual remedies available to the State inclusive of, but not limited to, contract cancellation, suspension and/or debarment of the Contractor. s. Billing. All billing notices or invoices shall be sent to the State whose address appears on the contract release order/purchase order as the 'bill to address' and should contain, at a minimum, the following information. Failure to include the following information will be cause for rejection of submitted invoice. • Project Location (Site Address, or addresses in the case of multiple project locations) • Name and Agency of Requestor • A description of the goods or services provided; • Quantity and delivery/service timeframe; • Itemized (if applicable) and total invoice pricing. • Name and address of the contractor; • Both the contract number and contract release/purchase order number; • The contractors federal tax identification number; • The contractor's remittance address; 10. Licenses. 1o.1 Contractor shall maintain in current status all Federal, State and Local licenses and permits required for the operation of a business conducted by the contractor. 10.2 All contractors performing work within the State of Arizona shall be properly licensed by the State of Arizona Registrar of Contractors for the Scope of Work for which they are contracting. 11. INSURANCE REQUIREMENTS: 11.1. Indemnification: To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 23 85007 Description: Commercial Flooring Products and Services of 62 officials, agents, and employees (hereinafter referred to as "Indemnitee") from and against any and all claims, actions, liabilities, damages, losses, or expenses (including court costs, attorneys' fees, and costs of claim processing, investigation and litigation) (hereinafter referred to as "Claims") for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused, in whole or in part, by the negligent or willful acts or omissions of Contractor or any of its owners, officers, directors, agents, employees or subcontractors. This indemnity includes any claim or amount arising out of, or recovered under, the Workers' Compensation Law or arising out of the failure of such Contractor to conform to any federal, state, or local law, statute, ordinance, rule, regulation, or court decree. It is the specific intention of the parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by Contractor from and against any and all claims. It is agreed that Contractor will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. In consideration of the award of this contract, the Contractor agrees to waive all rights of subrogation against the State of Arizona, its officers, officials, agents, and employees for losses arising from the work performed by the Contractor for the State of Arizona. This indemnity shall not apply if the contractor or sub-contractor(s) is/are an agency, board, commission or university of the State of Arizona. 11.3. Insurance Requirements 11.3.1. Contractor and subcontractors shall procure and maintain, until all of their obligations have been discharged, including any warranty periods under this Contract, insurance against claims for injury to persons or damage to property arising from, or in connection with, the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors. 11.3.2. The Insurance Requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The State of Arizona in no way warrants that the minimum limits contained herein are sufficient to protect the Contractor from liabilities that arise out of the performance of the work under this Contract by the Contractor, its agents, representatives, employees or subcontractors, and the Contractor is free to purchase additional insurance. 11.4. Minimum Scope and Limits of Insurance Contractor shall provide coverage with limits of liability not less than those stated below. 11.4.1. Commercial General Liability (CGL) — Occurrence Form Policy shall include bodily injury, property coverage. General Aggregate Products — Completed Operations Aggregate Personal and Advertising Injury Damage to Rented Premises Each Occurrence damage, and broad form contractual liability $2,000,000 $1,000,000 $1,000,000 $50,000 $1,000,000 a. The policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by or on behalf of the Contractor. E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 24 85007 Description: Commercial Flooring Products and Services of 62 b. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 11.4.2. Business Automobile Liability Bodily Injury and Property Damage for any owned, hired, and/or non -owned automobiles used in the performance of this Contract. Combined Single Limit (CSL) $1,000,000 a. Policy shall be endorsed, as required by this written agreement, to include the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees as additional insureds with respect to liability arising out of the activities performed by, or on behalf of, the Contractor involving automobiles owned, hired and/or non -owned by the Contractor. b. Policy shall contain a waiver of subrogation endorsement as required by this written agreement in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. 11.4.3. Workers' Compensation and Employers' Liability Workers' Compensation Statutory Employers' Liability Each Accident $1,000,000 Disease — Each Employee $1,000,000 Disease — Policy Limit $1,000,000 a. Policy shall contain a waiver of subrogation endorsement, as required by this written agreement, in favor of the State of Arizona, and its departments, agencies, boards, commissions, universities, officers, officials, agents, and employees for losses arising from work performed by or on behalf of the Contractor. b. This requirement shall not apply to each Contractor or subcontractor that is exempt under A.R.S. § 23-901, and when such Contractor or subcontractor executes the appropriate waiver form (Sole Proprietor or Independent Contractor). 11.5. Additional Insurance Requirements The policies shall include, or be endorsed to include, as required by this written agreement, the following provisions: 11.5.1. The Contractor's policies, as applicable, shall stipulate that the insurance afforded the Contractor shall be primary and that any insurance carried by the Department, its agents, officials, employees or the State of Arizona shall be excess and not contributory insurance, as provided by A.R.S. § 41-621 (E). 11.5.2. Insurance provided by the Contractor shall not limit the Contractor's liability assumed under the indemnification provisions of this Contract. 11.6. Notice of Cancellation Applicable to all insurance policies required within the Insurance Requirements of this Contract, Contractor's insurance shall not be permitted to expire, be suspended, be canceled, or be materially E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 25 85007 Description: Commercial Flooring Products and Services of 62 changed for any reason without thirty (30) days prior written notice to the State of Arizona. Within two (2) business days of receipt, Contractor must provide notice to the State of Arizona if they receive notice of a policy that has been or will be suspended, canceled, materially changed for any reason, has expired, or will be expiring. Such notice shall be sent directly to the Department and shall be mailed, emailed, hand delivered or sent by facsimile transmission to (State Representative's Name, Address & Fax Number). 11.7. Acceptability of Insurers Contractor's insurance shall be placed with companies licensed in the State of Arizona or hold approved non -admitted status on the Arizona Department of Insurance List of Qualified Unauthorized Insurers. Insurers shall have an "A.M. Best" rating of not less than A- VI I. The State of Arizona in no way warrants that the above -required minimum insurer rating is sufficient to protect the Contractor from potential insurer insolvency. 11.8. Verification of Coverage Contractor shall furnish the State of Arizona with certificates of insurance (valid ACORD form or equivalent approved by the State of Arizona) evidencing that Contractor has the insurance as required by this Contract. An authorized representative of the insurer shall sign the certificates. 11.8.1. All such certificates of insurance and policy endorsements must be received by the State before work commences. The State's receipt of any certificates of insurance or policy endorsements that do not comply with this written agreement shall not waive or otherwise affect the requirements of this agreement. 11.8.2. Each insurance policy required by this Contract must be in effect at, or prior to, commencement of work under this Contract. Failure to maintain the insurance policies as required by this Contract, or to provide evidence of renewal, is a material breach of contract. 11.8.3. All certificates required by this Contract shall be sent directly to the Department. The State of Arizona project/contract number and project description shall be noted on the certificate of insurance. The State of Arizona reserves the right to require complete copies of all insurance policies required by this Contract at any time. 11.9. Subcontractors Contractor's certificate(s) shall include all subcontractors as insureds under its policies or Contractor shall be responsible for ensuring and/or verifying that all subcontractors have valid and collectable insurance as evidenced by the certificates of insurance and endorsements for each subcontractor. All coverages for subcontractors shall be subject to the minimum Insurance Requirements identified above. The Department reserves the right to require, at any time throughout the life of the Contract, proof from the Contractor that its subcontractors have the required coverage. 11.10. Approval and Modifications The Contracting Agency, in consultation with State Risk, reserves the right to review or make modifications to the insurance limits, required coverages, or endorsements throughout the life of this contract, as deemed necessary. Such action will not require a formal Contract amendment but may be made by administrative action. E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 26 85007 Description: Commercial Flooring Products and Services of 62 11.11. Exceptions In the event the Contractor or subcontractor(s) is/are a public entity, then the Insurance Requirements shall not apply. Such public entity shall provide a certificate of self-insurance. If the Contractor or subcontractor(s) is/are a State of Arizona agency, board, commission, or university, none of the above shall apply. End of Special Terms and Conditions E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 27 85007 Description: Commercial Flooring Products and Services of 62 Uniform Terms and Conditions 1.0 Definition of Terms As used in the Contract, the terms listed below are defined as follows: 1.1 Acceptance "Acceptance" means the document headed "Offer and Acceptance Form" bearing the State contract number once Procurement Officer has signed it to signify (1) State's formal acceptance of the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is not to be confused with the term "acceptance" used throughout the Contract in the context of delivery, inspection, etc., with respect to Materials or Services. 1.2 Accepted Offer If State did not request a Revised Offer, then "Accepted Offer" means the Initial Offer. If State did request a Revised Offer but not a Best and Final Offer, then "Accepted Offer" means the latest Revised Offer. If State requested a Best and Final Offer, then "Accepted Offer" means the Best and Final Offer. 1.3 Arizona Procurement "Arizona Procurement Code, "A.R.S.," and "A.A.C." are each defined in the Code; Instructions to Offerors. A.R.S.; A.A.C. 1.4 Arizona TPT "Arizona TPT" means Arizona Transaction Privilege Tax. For information, refer to the Arizona Department of Revenue (DOR) website at: https://www.azdor.gov/business/transactionprivilegetax.aspx. 1.5 Attachment "Attachment" means any item that: the Solicitation required Offeror to submit as part of the relevant Offer (e.g., Initial Offer, Revised Offer, or BAFO); was attached to an Offer when submitted; and was included in the Accepted Offer. 1.6 Building Work "Building Work" means everything covered by the definitions in A.R.S. § 41- 2503 [Definitions] of the terms "construction" (para. 4), "maintenance services" (para. 26), and "operations services" (para. 28). 1.7 Commercial "Commercial Document" means Section 2-13 of Part 2 of the Solicitation Document Documents, provided that, if there is no such Section in the Contract, then "Commercial Document" is to be construed as referring to whatever item in the Contract contains the contracted pricing and payment provisions. 1.8 Contract "Contract" means, collectively, the Acceptance, the Solicitation Documents, the Accepted Offer, all acknowledged Orders, and any Contract Amendments. See paragraph 1.22. The Contract is identified as a "Purchase Order" in APP, since that is the terminology used in the software; use of that term in APP is not to be confused with the contractual term "Order" defined in paragraph 1.21. 1.9 Contract "Contract Amendment" means a document signed by Procurement Officer Amendment that has been issued for the purpose of making changes to the Contract after E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 28 85007 Description: Commercial Flooring Products and Services of 62 execution. The term "Change Order" in APP is to be construed as being synonymous with "Contract Amendment". 1.10 Contract Terms "Contract Terms and Conditions" means the Special Terms and Conditions and Conditions and these Uniform Terms and Conditions taken collectively. 1.11 Contractor "Contractor" means the Person identified on the Accepted Offer who has entered into the Contract with State. 1.12 Contractor "Contractor Indemnitor" means Contractor or any of its owners, officers, Indemnitor directors, agents, employees, or Subcontractors. 1.13 Co -Op Buyer "Co -Op Buyer" means a member of the State Purchasing Cooperative that has entered into a "Cooperative Purchasing Agreement" with the Arizona Department of Administration State Procurement Office under A.R.S. § 41-2632. Unless there is an applicable Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co -Op Buyer. For reference, "Co -Op Buyer" is to be construed as encompassing "eligible procurement unit" under A.A.C. R2-7-101(23). NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non-profit organizations, other state governments, the federal government and tribal nations. For reference, "non-profit organizations" are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the IRS under section 501(c) (3) through 501(c) (6) of the tax code. 1.14 Day "Day" means a calendar day unless otherwise specified in a particular context. 1.15 Eligible Agency If the Special Terms and Conditions indicates that the Contract is a "single - agency" contract, then "Eligible Agency" means the particular State of Arizona agency, university, commission, or board identified therein. If the Special Terms and Conditions indicates that the Contract is a "statewide" contract, then "Eligible Agency" means any State of Arizona department, agency, university, commission, or board. 1.16 Gratuity "Gratuity" means a payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised, unless consideration of substantially equal or greater value is received. 1.17 Indemnified Basic "Indemnified Basic Claims" means any and all claims, actions, liabilities, Claims damages, losses, or expenses, including court costs, attorneys' fees, and costs of claim processing, investigation and litigation, for bodily injury or personal injury, including death, or loss or damage to any real or tangible or intangible personal property, collectively. See paragraph 6.3. 1.18 Instructions "Instructions to Offerors" is Section 1-B of Part 1 of the Solicitation to Offerors Documents. 1.19 Materials "Materials" has the meaning given in A.R.S. § 41-2503(7) to the extent those things are included in the Work, which, for convenience of reference only, is "... all property, including equipment, supplies, printing, insurance, and leases of property [but] does not include land, a permanent interest in land or real property or leasing space." Materials includes software, except that If software is sold or provided as a service, then to the extent it consists of encoded information or computer instructions it is included in "Materials" and to the extent it is a service it is in "Services". 1.20 Offer; Initial Offer; "Offer," "Initial Offer," "Revised Offer," and "Best and Final Offer" ("BAFO") are Revised Offer; each defined in the Instructions to Offerors. E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 29 85007 Description: Commercial Flooring Products and Services of 62 Best and Final Offer (BAFO) 1.21 Order "Order" means the instrument by which State authorizes Contractor to perform some or all of the Work. Whether the Contract will have one Order or many Orders depends the scope of the Contract and how State will use it. The Special Terms and Conditions provide that information. Any of the following is to be construed as being an "Order": 1. "Release" or "Release Purchase Order" in APP; "task order", "service order," or "job order" when a Release Purchase Order for Services has already been committed in APP; or "purchase order" for buying by Co -Op Buyers, if co-op buying applies. 1.22 Part, Section; Exhibit "Part," "Section," and "Exhibit" are each defined in the Instructions to Offerors. 1.23 Person "Person" means any corporation, business, individual, union, committee, club, or other organization or group of individuals. 1.24 Procurement "Procurement Officer" means the person, or his or her designee, who has Officer been duly authorized by State to enter into and administer the Contract and to make written determinations with respect to the Contract. Procurement Officer is as identified on the Acceptance unless subsequently changed by Contract Amendment. 1.25 APP "APP" means State's official electronic procurement system. NOTE (1): Technical Bulletin No. 020 is available online at: https://spo.az.gov/ad m inistration-policy/state-procu rement-resource/procu rement- regulations NOTE (2): The URL for APP itself is: https://appstate.az.goy/ 1.26 Scope of Work "Scope of Work" means Section 2-A of Part 2 of the Solicitation Documents. 1.27 Services "Services" has the meaning given in A.R.S. § 41-2503(35), which, for convenience of reference only, is "... the furnishing of labor, time, or effort by [the] [C]ontractor or [S)ubcontractor which does not involve the delivery of a specific end product other than required reports and performance [but] does not include employment agreements or collective bargaining agreements." Services includes Building Work and the service aspects of software described in paragraph 1.19. 1.28 Solicitation; "Solicitation" and "Solicitation Documents" are defined in the Instructions to Solicitation Offerors. Documents 1.29 Special Terms "Special Terms and Conditions" are Section 3-A of Part 3 of the Solicitation and Conditions Documents. 1.30 Specification "Specification" has the meaning given in A.R.S. § 41-2561, which, for convenience of reference only, is "... any description of the physical or functional characteristics, or of the nature of a material, service or construction item. Specification may include a description of any requirement for inspecting, testing or preparing a material, service or construction item for delivery." Specifications (if any are included in the Contract), are indexed in the Scope of Work and could be bound separately from the other documents forming the Contract. E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 30 85007 Description: Commercial Flooring Products and Services of 62 1.31 State With respect to the Contract generally, "State" means the State of Arizona and its department, agency, university, commission, or board that has executed the Contract. With respect to administration or rights, remedies, obligations and duties under the Contract for a given Order, "State" means each of Eligible Agency or Co -Op Buyer who has issued the Order. 1.32 State Indemnitees "State Indemnitees" means, collectively, the State of Arizona, its departments, agencies, universities, commissions, and boards and, and their respective officers, agents, and employees. 1.33 State Fiscal Year "State Fiscal Year" means the period beginning each July 1 and ending each June 30. 1.34 Subcontract "Subcontract" means any contract, express or implied, between Contractor and another party or between a Subcontractor and another party delegating or assigning, in whole or in part, the making or furnishing of any Materials, the performing of any Services, or the carrying out of any other aspect of the Work. 1.35 Subcontractor "Subcontractor" has the meaning given in A.R.S. § 41-2503(38), which, for convenience of reference only, is "... a person who contracts to perform work or render service to ... [C]ontractor or to another [S]ubcontractor as a part of a contract with a state governmental unit ..."The Contract is to be construed as "a contract with a state governmental unit" for purposes of the definition. For clarity of intent, a Person carrying out any element of the Work is a Subcontractor from the moment they first carry out that element of the Work regardless of whether or not a Subcontract exists then or subsequently. 1.36 Uniform Terms The "Uniform Terms and Conditions" are made up of this document and and Conditions whichever of the Appendices are indicated in the Special Terms and Conditions as being applicable. 1.37 Work "Work" means the totality of the Materials and the Services and all the acts of administration, creation, production, and performance necessary to fulfill and incidental to fulfilling all of Contractor's obligations and duties under the Contract in conformance with the Contract and applicable laws. 2.0 Contract Interpretation 2.1 Arizona Law 2.2 Implied Terms The Contract is governed by and is to be interpreted in accordance with the laws of the State of Arizona, including the Arizona Procurement Code, without consideration of conflict of laws principles. Each provision of law and any terms required by law to be in the Contract are a part of the Contract as if fully stated in it. 2.3 Usage Where the Contract: assigns obligations to Contractor, any reference to "Contractor" is to be construed to be a reference to "Contractor and all Subcontractors, whether they are first -tier subcontractors, sub -subcontractors, suppliers, sub -suppliers, consultants, or sub -consultants, as well as all of Contractor's and the Subcontractors' respective agents, representatives, and employees" in every instance unless the context plainly requires that it is be a reference only to Contractor as apart from Subcontractors; uses the permissive "may" with respect to a party's actions, determinations, etc., the term is to be interpreted as in A.A.C. R2-7-101(31) [Definitions]. For clarity of intent, any right given to State using "State may" or a like construction denotes discretion and freedom to act so far as any regulatory or operative constraints permit E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 31 85007 Description: Commercial Flooring Products and Services of 62 in the relevant circumstances, provided that: (a) where written "may, at its discretion," the discretion extends to whatever is most advantageous to State; and (b) where written only as "may," the discretion is constrained by what is fair, reasonable, and as accommodating of the respective best interests of both parties as practicable under the circumstances; uses the imperative "shall" with respect to a party's actions, duties, etc., the term is to be interpreted as in A.A.C. R2-7-101(43) [Definitions]. Conversely, the phrase "shall not' is to be interpreted as an imperative prohibition. uses the term "must' with respect to a requirement, criterion, etc., the term is to be interpreted as conveying compulsion or strict necessity, and is to be read as though written "must, if [the subject] is to be entitled to have [the object] considered or credited as being compliant with, conforming to, or satisfying [the requirement, criterion, constraint, etc.], otherwise, [the object] will be considered or debited as being non -compliant, non -conforming, or unsatisfactory for its Contract -related purposes" in every instance; uses the term "might' with respect to an event, outcome, action, etc., the term is to be interpreted as conveying contingency or non -discretionary conditionality; and uses the term "will" or the phrases "is to be" or "are to be" with respect to an event, outcome, action, etc., the term or phrase is to be interpreted as conveying such certainty or imperativeness that "shall' is either unnecessary or irrelevant in that instance. 2.4 Contract Order 2.4.1 COMPLEMENTARY DOCUMENTS. All of the documents of Precedence forming the Contract are complementary. If certain work, requirements, obligations, or duties are set out only in one but not in another, Contractor shall carry out the Work as though the relevant work, requirements, obligations, or duties had been fully described in all, consistent with the other documents forming the Contract and as is reasonably inferable from them as being necessary to produce complete results. 2.4.2 CONFLICTS. In case of any inconsistency, conflict, or ambiguity among the documents forming the Contract and their provisions, they are to prevail in the following order, descending from most dominate to most subordinate, provided that, among categories of documents or provisions having the same rank, the document or provision with the latest date prevails. Information being identified in one document but not in another is not to be considered a conflict or inconsistency. Contract Amendments; the Solicitation Documents, in the order: Special Terms and Conditions; Exhibits to the Special Terms and Conditions; Uniform Terms and Conditions; Scope of Work; Exhibits to the Scope of Work; Commercial Document; Exhibits to the Commercial Document; Specifications; and any other documents referenced or included in the Solicitation; E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 32 85007 Description: Commercial Flooring Products and Services of 62 Orders, in reverse chronological order; and Accepted Offer. 2.4.3 ATTACHMENTS AND EXHIBITS. For clarity of intent, if an item was an Attachment in the Solicitation Documents or an Offer (either Initial, Revised, Best and Final, or Accepted) and was subsequently made into an Exhibit, or its content was incorporated into one of the other Contract documents, then that Attachment no longer exists contractually as an "Attachment" since it has at that point been made into some other Contract document. In every other case, an Attachment and the Offeror data therein remain part of the Accepted Offer for purposes of precedence and contractual effect. 2.5 Independent Contractor is an independent contractor and shall act in an independent Contractor capacity in performance under the Contract. Neither party is or is to be construed as being to be the employee or agent of the other party, and no action, inaction, event, or circumstance will be grounds for deeming it to be so. 2.6 Severability Any term or condition deemed or adjudged illegal or invalid is thereby stricken from the Contract and will not affect any other term or condition of the Contract. 2.7 Complete The Contract, including any documents incorporated into the Contract by Integration reference, is intended by the parties as a final and complete expression of their agreement. There are no prior, contemporaneous, or additional agreements, either oral or in writing, pertaining to the Contract. 2.8 No Waiver Either party's failure to insist on strict performance of any term or condition of the of Rights Contract is not and is not to be construed as being, nor will it be deemed to be, a waiver of that term or condition or a bar to, or diminishment of the right of, subsequent enforcement of any term or condition. 3.0 Contract Administration and Operation 3.1 Term of Contract The term of the Contract will commence on the date indicated on the Acceptance and continue for the period specified in the Special Terms and Conditions unless canceled, terminated, or permissibly extended. If the Special Terms and Conditions do not specify a period, then the initial term is 1 (one) year. State has no obligation to extend or renew the Contract past the initial term. 3.2 Contract State may at its discretion extend the initial Contract term in increments of one or Extensions more months and do so one or more times, provided that, the maximum aggregate term of the Contract including extensions cannot exceed the period specified in the Special Terms and Conditions. If the Special Terms and Conditions do not specify a period, then the maximum aggregate term is 5 (five) years. 3.3 Notices and 3.3.1 TO CONTRACTOR. Unless stated otherwise in the Special Terms and Correspondence Conditions, State shall: (a) address all Contract correspondence other than formal notices to the email address indicated as "Default for Type" for "General Mailing Address" in Contractor's corresponding APP Vendor Profile; and (b) address any required notices to Contractor to the "Contact Name and Title" at the "Mailing Address" indicated on the Accepted Offer, as that address might have been amended during the term of the Contract. E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 33 85007 Description: Commercial Flooring Products and Services of 62 3.3.2 TO STATE. Unless stated otherwise in the Special Terms and Conditions, Contractor shall : (a) address all Contract correspondence other than format notices to the email address indicated in "Contact Instructions" in the APP Summary for State; and (b) address any required notices to State to Procurement Officer identified as "Purchaser" in the APP Summary at the following mailing address: Arizona Department of Administration State Procurement Office 100 N 15th Ave., Suite 201 Phoenix, AZ 85007 3.3.3 CHANGES. State may change the designated Procurement Officer, update contact information, or change the applicable mailing address by Contract Amendment. 3.4 Signing of Contract Contractor's counter -signature — or "approval" in APP, in the case of a Change Order Amendments — is not required to give effect if the Contract Amendment only covers either: 2. extension of the term of the Contract within the maximum aggregate term; 3. revision to Procurement Officer appointment or contact information; or 4. modifications of a clerical nature that have no effect on terms, conditions, price, scope, or other material aspect of the Contract. In every case other than those listed in (1), (2), and (3) above, both parties' signature — or "approval" in APP, in the case of a Change Order — are required to give it effect. 3.5 Click -Through Terms Unless expressly stated otherwise in the Special Terms and Conditions, if either party and Conditions uses a web based ordering system, an electronic purchase order system, an electronic order acknowledgement, a form of an electronic acceptance, or any software based ordering system with respect to the Contract (each an "Electronic Ordering System"), the parties acknowledge and agree that an Electronic Ordering System is for ease of administration only, and Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of the Contract. Accordingly, where an authorized State user is required to "click through" or otherwise accept or be made subject to any terms and conditions in using an Electronic Ordering Systems, any such terms and conditions are deemed void upon presentation. Additionally, where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any Materials or Services, those terms and conditions will also be void. 3.6 Books and 3.6.1 RETAIN RECORDS. By A.R.S. § 41-2548(B), Contractor shall Records retain and shall contractually require each Subcontractor to retain books and records relating for any cost and pricing data submitted in satisfaction of § 41-2543 for the period specified in the statute. 3.6.2 RIGHT TO AUDIT. The retained books and records are subject to audit by State during that period. By A.R.S. § 41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to performance under the Contract for the period specified in the statute and those retained books and records are subject to audit by State during that period. 3.6.3 AUDITING. Contractor or Subcontractor shall either make all such books and records under subparagraphs 3.6.1 and 3.6.2 available to State at all E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 34 85007 Description: Commercial Flooring Products and Services of 62 reasonable times or produce the records at a designated State office on State's demand, the choice of which being at State's discretion. For the purpose of this paragraph, "reasonable times" are during normal business hours and in such a manner so as to not unreasonably interfere with normal business activities. 3.7 Contractor Licenses Contractor shall maintain current all federal, state and local licenses and permits required for the operation of its business in general, for its operations under the Contract, and, unless expressly stated otherwise in the Special Terms and Conditions, for the Work itself. 3.8 Inspection By A.R.S. § 41-2547, State may at reasonable times inspect the part of and Testing Contractor's or Subcontractors' plant or places of business related to performance under the Contract. Accordingly, Contractor agrees to permit (for itself) and ensure (for Subcontractors) access for inspection at any reasonable time to its facilities, processes, and services. State may inspect or test, at its own cost, any finished goods, work -in -progress, components, or unfinished materials that are be supplied under the Contract or that will be incorporated into something to be supplied under the Contract. If the inspection or testing shows non-conformance or defects, then Contractor will owe State reimbursement or payment of all costs it incurred in carrying out or contracting for the inspection and testing, as well as for any re -inspection or re- testing that might be necessary. Neither inspection of facilities nor testing of goods, work, components, or unfinished materials will of itself constitute acceptance by State of those things. 3.9 Ownership of 3.9.1 RIGHTS IN WORK PRODUCT. Unless otherwise provided for in Intellectual the Special Terms and Conditions, all intellectual property originated or prepared by Property Contractor pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual copyrights, trademarks, trade names, trade secrets, technical communications, records reports, computer programs and other documentation or improvements thereto, including Contractor's administrative communications and records relating to the Contract, are considered work product and Contractor's property, provided that, State has Government Purpose Rights to that work product as and when it was delivered to State. "Government Purpose Rights" are: the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide right to use, modify, reproduce, release, perform, display, sublicense, disclose and create derivatives from that work product without restriction for any activity in which State is a party; the right to release or disclose that work product to third parties for any State government purpose; and the right to authorize those to whom it rightfully releases or discloses that work product to use, modify, release, create derivative works from the work product for any State government purpose; such recipients being understood to include the federal government, the governments of other states, and various local governments. "Government Purpose Rights" do not include any right to use, modify, reproduce, perform, release, display, create derivative works from, or disclose that work product for any commercial purpose or to authorize others to do so. 3.9.2 JOINT DEVELOPMENTS. The parties may each use equally any ideas, concepts, know-how, or techniques developed jointly during the course of the Contract, and may do so at their respective discretion, without obligation of notice or accounting to the other party. E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 35 85007 Description: Commercial Flooring Products and Services of 62 3.9.3 PRE-EXISTING MATERIAL. All pre-existing software and other materials developed or otherwise obtained by or for Contractor or its affiliates independently of the Contract or applicable Purchase Orders are not part of the work product to which rights are granted State under subparagraph 3.9.1 above, and will remain the exclusive property of Contractor, provided that: (a) any derivative works of such pre-existing material or elements thereof that are created pursuant to the Contract are part of that work product; (b) any elements of derivative work of such pre-existing material that was not created pursuant to the Contract are not part of that work product; and (c) except as expressly stated otherwise, nothing in the Contract is to be construed to interfere or diminish Contractor's or its affiliates' ownership of such pre-existing materials. 3.9.4 DEVELOPMENTS OUTSIDE OF CONTRACT. Unless expressly stated otherwise in the Special Terms and Conditions, the Contract does not preclude Contractor from developing competing materials outside the Contract, irrespective of any similarity to materials delivered or to be delivered to State hereunder. 3.10 Subcontracts 3.10.1 INITIAL LIST. At the time of Contract execution, Contractor's candidate Subcontractors were identified in Attachment 3-C to the Accepted Offer [Proposed Subcontractors]. Agreeing to them being included in the Accepted Offer signified Procurement Officer's advance consent for Contractor to enter into a Subcontract with each candidate, which Contractor shall do as promptly as necessary to ensure its ability to carry out the Work in a timely manner. 3.10.2 ADDITIONAL NAMES. Contractor shall not enter into a Subcontract without first obtaining Procurement Officer's written consent with any prospective Subcontractor that (a) was not listed on Attachment 3-C at time of Contract execution or (b) is for any Materials or Services categories other than the ones for which they were previously consented. For either case (a) or (b), Contractor shall submit a written request sufficiently in advance of the need date for those materials or services so that performance under the Contract is not impaired. Procurement Officer may request any additional information he or she determines is necessary to assess the submittal, and may withhold consent pending it. 3.10.3 FLOW -DOWN. Contractor shall incorporate the provisions, terms, and conditions of the Contract into every Subcontract by inclusion or by reference, as appropriate. When making any post -execution consent requests, Contractor shall include its warrant that it will do the same for the pending Subcontracts covered by the request. Entering into Subcontracts will not relieve Contractor of any of its obligations or duties under the Contract, including, among other things, the duty to supervise and coordinate the work of Subcontractors. Nothing contained in any Subcontract will create or is to be construed as creating any contractual relationship between State and the Subcontractor. 3.11 Non- Contractor shall comply with [Arizona] State Executive Order No. 2009-09 and Discrimination all other applicable federal and state laws, rules, and regulations regarding non- discrimination and equal opportunity, including the Americans with Disabilities Act. 3.12 E-Verify As required by A.R.S. § 41-4401, Contractor and each Subcontractor warrants Requirements compliance with A.R.S. § 23-214(A) and all federal immigration laws and any regulations relating to the immigration status of their employees. Contractor and each Subcontractor acknowledge that under A.R.S. § 41-4401, State retains the legal right to inspect the papers of any Contractor or Subcontractor employee who works under the Contract to ensure that Contractor or Subcontractor is in compliance with the E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 36 85007 Description: Commercial Flooring Products and Services of 62 foregoing warranty and understands that a breach of the foregoing warranty under shall be deemed a material breach of the Contract that is subject to penalties up to and including termination of the Contract. 3.13 Offshore Contractor shall only perform those portions of the Services that directly serve Performance State or its clients and involve access to secure or sensitive data or personal client of Certain Work data within the defined territories of the United States. Unless specifically stated Prohibited otherwise in the Specifications or the Scope of Work, this paragraph does not apply to indirect or overhead services, redundant back-up services, or services that are incidental to performance under the Contract. This provision applies to work performed by Subcontractors at all tiers. 3.14 Orders 3.14.1 ORDER SUFFICIENCY. The Contract was awarded in accordance with the Arizona Procurement Code; the transactions and procedures required by the code for competitive source selection have been met. An Order issued as set forth in the Special Terms and Conditions that cites the correct State contract number will suffice to authorize Contractor to provide the Materials and perform the Services covered by that Order. 3.14.2 ORDER TERMS. All Orders are subject to the Contract Terms and Conditions; an Order cannot modify the Contract Terms and Conditions. 3.14.3 ORDERS ARE OBLIGATORY. Until the expiration or earlier termination of the Contract, State may issue and Contractor shall accept Orders that make proper reference to the Contract and are permissible hereunder, provided that, Contractor is not obliged to accept any Order that is not consistent with the then - current pricing, lead times, specifications, or payment provisions of the Contract. Contractor shall fulfill and complete any Orders that are begun but not yet completed as of expiration or earlier termination of the Contract unless State instructs otherwise at the time. 3.14.4 SPECIAL CASE. In the special case where both the following conditions are true, Procurement Officer's signature on the Acceptance is Contractor's authorization to perform and therefore no Order is required: (a) the Contract is identified as being a "single-agency/single-project" contract in the Special Terms and Conditions and (b) the Contract was created in APP as something other than a "Master/ Blanket" type. 3.14.5 NO MINIMUMS OR COMMITMENTS. Unless expressly stated otherwise in the Special Terms and Conditions: (a) Contractor shall not impose any minimum dollar amount, item count, services volume, or services duration on Orders; (b) State makes no commitment of any kind concerning the quantity or monetary value of activity actually initiated or completed during the term of the Contract; (c) Contractor shall only deliver or perform as authorized by Orders; and (d) State is not limited as to the number of Orders it may issue for the Contract. For clarity of intent, the foregoing applies equally whether an Eligible Agency issues the Order or, if applicable, a Co -Op Buyer issues it. 3.14.6 NON -CONTRACTED MATERIALS OR SERVICES. Any attempt to knowingly represent for sales, marketing, or related purposes that goods or services not specifically awarded are under a State contract is a violation of the Contract and law. 3.15 Statewide Contract If the Special Terms and Conditions indicate that the Contract is for statewide Provisions use, then the following provisions apply: 5. Contractor shall verify if an ordering entity is a bona fide Co -Op Buyer before E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 37 85007 Description: Commercial Flooring Products and Services of 62 selling Materials to or providing Services for them under the Contract. The current list of Co -Op Buyers is available on the State Procurement Office website: https:Hspo.az.gov/procu rement-services/cooperative-procurement/state- purchasing-cooperative Contractor shall sell to Co -Op Buyers at the same price and on the same lead times and other terms and conditions under which it sells to Eligible Agencies, with the sole exception of any legitimately additional costs for extraordinary shipping or delivery requirements if the Co -Op Buyer is having Materials delivered or installed or Services performed at locations not contemplated in the contracted pricing (e.g. delivery to a location outside Arizona). Contractor shall pay State an administrative fee against all Contract sales to Co -Op Buyers, as provided for under A.R.S. § 41-2633. The fee rate is specified in the Special Terms and Conditions. Failure to remit the administrative fees is a material breach of contract, and will entitle State to its remedies under Article 8 and its right to terminate for default under Article 9. Method of calculation, payment procedures, and other details are provided on the State Procurement Office website: https://spo.az.gov/contractor-resources/statewide-contracts-administrative-fee Contractor shall submit to State a quarterly usage report documenting all Contract sales to both Eligible Agencies and Co -Op Buyers, itemized separately. Contractor shall further itemize divisions, groups or areas within a given Eligible Agency if they place Orders independently of each other. Failure to submit the report is a material breach of contract, and will entitle State to its remedies under Article 8 and its right to terminate for default under Article 9. Contractor shall submit the report using the forms and following the instructions on the State Procurement Office website: https://spo.az.gov/contractor-resources/statewide-contracts-administrative-fee 9. Contractor shall acknowledge each Order from Eligible Agencies within 1 (one) business day after receipt by either: (a) "approving" the Order electronically in APP, which will indicate Contractor's unqualified acceptance of the Order as -issued; or (b) "rejecting" the Order electronically in APP, with a concurrent explanation by email to relevant originator as to the reason for rejecting it. By way of reminder, the only grounds on which Contractor may reject or refuse an Order are those set out in subparagraph 3.14.3 [Orders are Obligatory]. Unless and until Contractor has approved the Order in APP, it will have no effect under the Contract and will not oblige either State or Contractor. If the relevant Eligible Agency explicitly instructs at the time that a verbal acceptance is sufficient because of urgency or other unusual circumstances and Contractor duly gives its verbal acceptance, then Contractor will be deemed to have accepted the Order immediately upon commencing performance, provided that, Contractor must follow-up its verbal acceptance by accepting the Purchase Order electronically in APP within 3 (three) business days. Contractor shall thereafter be barred from subsequently rejecting the Order in APP and if it does so the rejection will be void. 10. Contractor shall acknowledge each Order from Co -Op Buyers in conformance with each buyer's instructions given at the time of ordering or in any supplemental participating agreement Contractor might have with them. Orders from Co -Op Buyers create no obligation on State's part, since they are entirely between the Co - Op Buyer and Contractor. That notwithstanding, Contractor's obligation under the E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 38 85007 Description: Commercial Flooring Products and Services of 62 Contract is to service Co -Op Buyers commercially as though they were with an Eligible Agency, and Contractor's refusal to do so would be a material breach of the Contract. 3.16 Multiple -Use If the Special Terms and Conditions indicate that the Contract is for statewide Provisions use, then Eligible Agencies may issue Orders for Services in several forms, all of which become final and effective by a "Release Purchase Order" in APP. Orders issued by Co -Op Buyers will be in whatever form the Co -Op Buyer normally uses. Regardless of origin, Orders must cite the State contract number to be valid. State may, at its discretion in each instance, determine the scope, schedule, and price for each Order in any of the following ways: 11. By choosing some or all of the Materials or Services items covered by the Contract for which a price is established in the Commercial Document, then preparing an Order using those prices (e.g., filling out an order form), and sending it to Contractor. By instructing Contractor to provide a comprehensive proposal of item quantities, combinations, etc., or services hours, personnel, etc., for a defined scope using those established prices as a basis, then validating and negotiating the proposal with Contractor and issuing an Order if and when reaching agreement. As described in (2) above but requesting the proposal from both Contractor and other vendors who are contracted within the applicable scope categories and locations, either sequentially or concurrently, then selecting the proposal or proposals combination that is most advantageous to State. As described in (3) above but introducing ad -hoc commercial competition by making the selection and ordering conditional on obtaining more favorable prices than the contractually -established ones. When evaluating the proposals under (3) and (4) above, State may select based on price (for example, a quoted number of hours times the contracted or improved rate plus a fixed amount for incidentals), by experience and qualifications (for example, having an office nearer the required work location), or whatever combination thereof it determines is most appropriate to the work in question. 3.17 Other State may undertake with its own forces or award other contracts to the same Contractors or other vendors for additional or related work. In such cases, Contractor shall cooperate fully with State's employees and such other vendors and carefully coordinate, fit, connect, accommodate, adjust, or sequence its work to the related work by others. Where the Contract requires handing -off Contractor's work to others, Contractor shall cooperate as State instructs regarding the necessary transfer of its work product, services, or records to State or the other vendors. Contractor shall not commit or permit any act that interferes with the State's or other vendors' performance of their work, provided that, State shall enforce the foregoing section equitably among all its vendors so as not impose an unreasonable burden on any one of them. 3.18 Work on State 3.20.1 COMPLIANCE WITH RULES. Contractor is responsible for Premises ensuring that its personnel comply with State's rules, regulations, policies, documented practices, and documented operating procedures while delivering or installing Materials or performing Services on State's grounds or in its facilities. For clarity of intent, the foregoing means that if Contractor is required to comply with certain security requirements in order to deliver, install, or perform at that particular location, then it shall do so nonetheless and without entitlement to any additional compensation or additional time for performance if those particular requirements are E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 39 85007 Description: Commercial Flooring Products and Services of 62 not expressly stated in the Contract. Contractor is reminded that violation of the prohibition under A.R.S. § 13-1502 against possession of weapons on State's property by anyone for whom Contractor is responsible is a material breach of contract and grounds for termination for default. 3.20.3 PROTECTION OF GROUNDS AND FACILITIES. Contractor shall deliver or install the Materials and perform the Services without damaging any State grounds or facilities. Contractor shall repair or replace any damage it does cause promptly and at its own expense, subject to whatever instructions and restrictions State needs to make to prevent inconvenience or disruption of operations. If Contractor fails to make the necessary repairs or replacements and do so in a timely manner, State will be entitled to exercise its remedies under paragraph 8.5 [Right of Offset]. 3.19 Advertising, Contractor shall not advertise, promote, or otherwise use information Publishing and concerning the Contract for commercial benefit without the prior written approval of Promotion of Procurement Officer, which approval Procurement Officer may withhold at his or her Contract discretion. 4.0 Costs and Payments 4.1 Payments 4.1.1 PAYMENT DEADLINE. State shall make payments in compliance with Arizona Revised Statues Titles 35 and 41. Unless and then only to the extent expressly stated otherwise in the Commercial Document, State shall make payment in full for Materials that have been delivered and accepted and Services that have been performed and accepted within the time specified in A.R.S. § 35-342 after both of the following become true: (a) all of the Materials being invoiced have been delivered or installed (as applicable) and accepted and all of the Services being invoiced have been performed and accepted; and (b) Contractor has provided a complete and accurate invoice in the form and manner called for in the Commercial Document, provided that, State will not make or be liable for any payments to Contractor until Contractor has registered properly in APP and provided a current IRS Form W-9 to State unless excused by law from providing one. 4.1.2 PAYMENTS ONLY TO CONTRACTOR. Unless compelled otherwise by operation of law or order of a court of competent jurisdiction, State will only make payment to Contractor under the federal tax identifier indicated on the Accepted Offer. 4.2 Applicable 4.3.1 CONTRACTOR TO PAY ALL TAXES. State is subject to Arizona Taxes TPT. Therefore, Arizona TPT applies to all sales under the Contract and Arizona TPT is Contractor's responsibility (as seller) to remit. Contractor's failure to collect Arizona TPT or any other applicable sales or use taxes from an Eligible Agency or Co -Op Buyer (as buyer) will not relieve Contractor of any obligation to remit sales or use taxes that are due under the Contract or laws. Unless stated otherwise in the Commercial Document, all prices therein include Arizona TPT as well as every other manner of transaction privilege or sales/use tax that is due to a municipality or another state or its political subdivisions. Contractor shall pay all federal, state, and local taxes applicable to its operations and personnel. 4.3.2 TAX INDEMNITY. Contractor shall hold State harmless from any responsibility for taxes or contributions, including any applicable damages and interest, that are due to federal, state, and local authorities with respect to the Work and the Contract, as well any related costs; the foregoing expressly includes Arizona TPT, unemployment compensation insurance, social security, and workers' compensation insurance. E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 40 85007 Description: Commercial Flooring Products and Services of 62 4.3 Availability By A.R.S. § 35-154, every State payment obligation under the Contract is of Funds conditioned on the availability of funds appropriated for payment of that obligation. If funds are not appropriated and available for continuance of the Contract, State may terminate the Contract at the end of the period for which funds are available, or, at State's discretion, allow appropriate amendment to the Contract. No liability will accrue to State if it exercises the foregoing right or discretion, and State will have no obligation or liability for any future payments or for any damages as a result of having exercised it. 5.0 Contract Changes 5.1 Contract The Contract is issued for State under the authority of Procurement Officer. Amendments Only a Contract Amendment can modify the Contract, and then only if it does not change the Contract's general scope. Purported changes to the Contract by a person not expressly authorized by Procurement Officer or made unilaterally by Contractor will be void and without effect; Contractor will not be entitled to any claim made under the Contract based on any such purported changes. 5.2 Assignment and 5.2.1 IN WHOLE. Contractor shall not assign in whole its rights or Delegation delegate in whole its duties under the Contract without Procurement Officer's prior written consent, which consent Procurement Officer may withhold at his or her discretion. If Contractor's proposed assignment or delegation stems from a split, sale, acquisition, or other non -merger change in control, then no such consent will be given in any event without the assignee or delegate giving State satisfactory and equivalent evidence or assurance of its financial soundness, competency, capacity, and qualification to perform as that which Contractor possessed when State first awarded it the Contract. 5.2.2 IN PART. Subject to paragraph 3.10 [Subcontracts] with respect to subcontracting, Contractor may assign particular rights or delegate particular duties under the Contract, but shall obtain Procurement Officer's written consent before doing so. Procurement Officer shall not unreasonably withhold consent so long as the proposed assignment or delegation does not attempt to modify the Contract in any way or to alter or impair State's rights or remedies under the Contract or laws. 6.0 Risk and Liability 6.1 Risk of Loss Contractor shall bear all risk of loss to Materials while in pre -production, production, storage, transit, staging, assembly, installation, testing, and commissioning, if and as those duties are within the scope of the Work, until they have been accepted as conforming by State in the particular location and situation specified in the Order, or as specified generally elsewhere in the Contract if the Order does not provide particulars, provided that, risk of loss for nonconforming Materials will remain with Contractor notwithstanding acceptance to the extent the loss stems from the nonconformance. 6.2 Contractor Insurance Contractor shall provide the insurance called for in the Special Terms and Conditions. 6.3 Basic 6.3.1 CONTRACTOR/VENDOR (NOT PUBLIC AGENCY). To the Indemnification fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless State Indemnitees from Indemnified Basic Claims that: (a) are caused or alleged to be caused in whole or in part by the negligent or willful acts or omissions of a Contractor Indemnitor; (b) arise out of or are recovered under worker compensation laws; and/or (c) arise out of a Contractor Indemnitor's failure to conform to any E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 41 85007 Description: Commercial Flooring Products and Services of 62 federal, state, or local law, statute, ordinance, rule, regulation, or court decree. The parties specifically intend that the Contractor Indemnitors shall indemnify the relevant State Indemnitees from and against Indemnified Basic Claims in all instances except where the Indemnified Basic Claim arises solely from those State Indemnitees' own negligent or willful acts or omissions. Wherever the indemnification under this subparagraph applies, Contractor is responsible for primary loss investigation, defense, and judgment costs for an on behalf of the other Contractor Indemnitors with respect to State Indemnitees, and accordingly Contractor is also responsible for any cooperation, contribution, or subordination between or amongst the Contractor Indemnitors. In consideration of the award of the Contract by a State Indemnitee, Contractor hereby waives all rights of subrogation against State Indemnities for losses arising from the Work. If Contractor is a public agency, this paragraph does not apply and subparagraph 6.3.2 below applies instead. 6.3.2 PUBLIC AGENCY. 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 bodily injury of any person (including death) or property damage 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. If Contractor is not a public agency, this paragraph does not apply and subparagraph 6.3.1 above applies instead. 6.4 Patent and Copyright CONTRACTOR/VENDOR (NOT PUBLIC AGENCY). With respect to Indemnification Materials or Services provided or proposed by a Contractor Indemnitor for performance under the Contract, Contractor shall indemnify, defend and hold harmless State Indemnitees against any third -party claims for liability, costs, and expenses, including, but not limited to reasonable attorneys' fees, for infringement or violation of any patent, trademark, copyright, or trade secret by the Materials and the Services. With respect to the defense and payment of claims under this subparagraph: 12. State shall provide reasonable and timely notification to Contractor of any claim for which Contractor may be liable under this paragraph; 13. Contractor, with reasonable consultation from State, shall have control of the defense of any action on an indemnified claim including all negotiations for its settlement or compromise; 14. State may elect to participate in such action at its own expense; and 15. State may approve or disapprove any settlement or compromise, provided that, (i) State shall not unreasonably withhold or delay such approval or disapproval and (ii) State shall cooperate in the defense and in any related settlement negotiations. If Contractor is a public agency, this paragraph 6.4 does not apply. 6.5 Force Majeure 6.5.1 DEFINITION. For this paragraph, "force majeure" means an occurrence that is (a) beyond the control of the affected party, (b) occurred without the party's fault or negligence, and (c) something the party was unable to prevent by exercising reasonable diligence. Without limiting the generality of the foregoing, force majeure expressly includes acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood, lockouts, injunctions - intervention -acts, failures or refusals to act by government authorities, and, subject to E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 42 85007 Description: Commercial Flooring Products and Services of 62 paragraph 7.8 [Performance in Public Health Emergency], declared public health emergencies. Force majeure expressly does not include late delivery caused by congestion at a manufacturer's plant or elsewhere, an oversold condition of the market, late performance by a Subcontractor unless the delay arises out of an occurrence of force majeure, or inability of either Contractor or any Subcontractor to acquire or maintain any required insurance, bonds, licenses, or permits. 6.5.2 RELIEF FROM PERFORMANCE. Except for payment of sums due, the parties are not liable to each other if an occurrence of force majeure prevents its performance under the Contract. If either party is delayed at any time in the progress of their respective performance under the Contract by an occurrence of force majeure, the delayed party shall notify the other no later than the following working day after the occurrence, or as soon as it could reasonably have been expected to recognize that the occurrence had effect in cases where the effects were not readily apparent. In any event, the notice must make specific reference to this paragraph specifying the causes of the delay in the notice and, if the effects of the occurrence are on -going, provide an initial notification and thereafter the delayed party shall provide regular updates until such time as the effects are fully known. To the extent it is able, the delayed party shall cause the delay to cease promptly and notify the other party when it has done so. The parties shall extend the time of completion by Contract Amendment for a period equal to the time that the results or effects of the delay prevented the delayed party from performing. 6.5.3 EXCUSABLE DELAY IS NOT DEFAULT. Failure in performance by either party will not constitute default hereunder or give rise to any claim for damages or loss of anticipated profits if and to the extent that such failure was or is being caused by an occurrence of force majeure. 6.5.4 DEFAULT DIMINISHES RELIEF. Entitlement to relief from the effects of an occurrence of force majeure is diminished to the extent that the delay did or will result from the affected party's default unrelated to the occurrence, in which case and to that extent the other party's normal remedies and the affected party's obligations would apply undiminished. 6.6 Third Party Contractor assigns to State any claim for overcharges resulting from antitrust Antitrust violations to the extent that those violations concern materials or services supplied by Violations third parties to Contractor toward fulfillment of the Contract. 7.0 Warranties 7.1 Liens Contractor warrants that the Materials and Services when accepted will be and will remain free of liens or other encumbrances. 7.2 Conformity to Contractor warrants that, unless expressly provided otherwise elsewhere in Requirements the Contract, the Materials and Services will for 1 (one) year after acceptance and in each instance: (1) conform to the requirements of the Contract, which by way of reminder include without limitation all descriptions, specifications, and drawings identified in the Scope of Work and any Contractor affirmations included as part of the Contract; (2) be free from defects of material and workmanship; (3) conform to or perform in a manner consistent with current industry standards; and (4) be fit for the intended purpose or use described in the Contract. Mere delivery or performance does not substitute for express acceptance by State. Where inspection, testing, or other acceptance assessment of Materials or Services cannot be done until after installation, the forgoing warranty will not begin until State's acceptance. 7.3 Contractor Contractor warrants that its personnel will perform their duties under the E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 43 85007 Description: Commercial Flooring Products and Services of 62 Personnel Contract in a professional manner, applying the requisite skills and knowledge, consistent with industry standards, and in accordance with the requirements of the Contract. Contractor further warrants that its key personnel will maintain any certifications relevant to their work, and Contractor shall provide individual evidence of certification to State's authorized representatives upon request. 7.4 Intellectual Contractor warrants that the Materials and Services do not and will not Property infringe or violate any patent, trademark, copyright, trade secret, or other intellectual property rights or laws, except only to the extent the Specifications do not permit use of any other product and Contractor is not and cannot reasonably be expected to be aware of the infringement or violation. 7.5 Compliance Contractor warrants that the Materials and Services do and will continue to with Laws comply with all applicable federal, state, and local laws, except only to the extent the Specifications do not permit use of any other product and Contractor is not and cannot reasonably be expected to be aware of the non-compliance. 7.6 Licenses and Permits Contractor warrants that it will maintain all licenses required under paragraph 3.7 [Contractor Licenses] and all required permits valid and in force. 7.7 Operational Contractor warrants that it will perform without relief notwithstanding being Continuity sold or acquired; no such event will operate to mitigate or alter any of Contractor's duties hereunder absent a consented delegation under paragraph 5.2 [Assignment and Delegation] that expressly recognizes the event. 7.8 Performance in Contractor warrants that it will: Public Health 16. have in effect promptly after commencement a plan for continuing performance in Emergency the event of a declared public health emergency that addresses, at a minimum: (a) identification of response personnel by name; (b) key succession and performance responses in the event of sudden and significant decrease in workforce; and (c) alternative avenues to keep sufficient product on hand or in the supply chain; and 17. provide a copy of its current plan to State within 3 (three) business days after State's written request. If Contractor claims relief under paragraph 6.5 [Force Majeure] for an occurrence of force majeure that is a declared public health emergency, then that relief will be conditioned on Contractor having first implemented its plan and exhausted all reasonable opportunity for that plan implementation to overcome the effects of that occurrence, or mitigate those effects to the extent that overcoming entirely is not practicable. For clarification of intent, being obliged to implement the plan is not of itself an occurrence of force majeure, and Contractor will not be entitled to any additional compensation or extension of time by virtue of having to implement it. Furthermore, failure to have or implement an appropriate plan will be a material breach of contract. 7.9 Lobbying 7.11.1 PROHIBITION. Contractor warrants that: it will not engage in lobbying activities, as defined in 40 CFR part 34 and A.R.S. § 41-1231, et seq., using monies awarded under the Contract, provided that, the foregoing does not intend to constrain Contractor's use of its own monies or property, including without limitation any net proceeds duly realized under the Contract or any value thereafter derived from those proceeds; and upon award of the Contract, it will disclose all lobbying activities to State E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 44 85007 Description: Commercial Flooring Products and Services of 62 to the extent they are an actual or potential conflict of interest or where such activities could create an appearance of impropriety. Contractor shall implement and maintain adequate controls to assure compliance with (a) above. Contractor shall obtain an equivalent warranty from all Subcontractors and shall include an equivalent no -lobbying provision in all Subcontracts. 7.11.2 EXCEPTION. This paragraph does not apply to the extent that the Services are defined in the Contract as being lobbying for State's benefit or on State's behalf. 7.10 Survival of All representations and warrants made by Contractor under the Contract will Warranties survive the expiration or earlier termination of the Contract. 8.0 State's Contractual Remedies 8.1 Right to If State in good faith has reason to believe that Contractor does not intend to, Assurance or is unable to, perform or continue performing under the Contract, Procurement Officer may demand that Contractor promptly provide written assurance of intent to perform. Failure by Contractor to provide the assurance within the time specified may be the basis for terminating the Contract or for State to exercise any other remedy available to it under the Contract or laws. 8.2 Stop Work The State may at any time require Contractor to stop all or any part of the Order Work by written order. Upon receipt of a stop order, Contractor shall immediately comply with its terms and take all reasonable steps to minimize incurring of further costs during the period of stoppage that might be chargeable to State associated with the portions of the Work covered by the order. If Contractor incurs losses, it may make a claim under Article 10. 8.3 Non-exclusive State's rights and remedies under the Contract are not exclusive. Remedies 8.4 Nonconforming The Materials provided and Services performed must comply fully with the Tender Contract, and providing Materials or performing Services or any portion thereof that do not comply fully constitutes a breach of contract, in which event State will be entitled to exercise any remedy available to it under the Contract or laws. 8.5 Right of Offset State is entitled to offset against any sums due Contractor any expenses or costs State incurs or damages it has assessed against it concerning Contractor's non -conforming performance or failure to carry out the Work, including any expenses, costs, and damages to which it is entitled by the Contract or laws. 9.0 Contract Termination 9.1 Termination By A.R.S. § 38-511, State may terminate the Contract within 3 (three) years for Conflict of after the effective date without penalty or further obligation if any Person significantly Interest involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of State is or becomes an employee or agent of any other party to the Contract in any capacity or a consultant to any other party to the Contract with respect to the subject matter of the Contract. Any such termination will be effective when Contractor receives State's written notice of the termination unless the notice specifies a later date. 9.2 Gratuities State may, by written notice, terminate the Contract, in whole or in part, if E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 45 85007 Description: Commercial Flooring Products and Services of 62 State determines that employment or a Gratuity was offered or made by Contractor or a representative of Contractor to any officer or employee of State for the purpose of influencing the outcome of the procurement or the administration of the Contract or any favorable treatment concerning the Contract or performance of the Contract. State, in addition to any other rights or remedies available to it, will be entitled to recover exemplary damages in the amount of 3 (three) times the value of the Gratuity offered by Contractor. 9.3 Suspension or State may, by written notice to Contractor, terminate the Contract immediately Debarment if State discovers that Contractor has been debarred, suspended or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a subcontractor of any public procurement unit or other governmental body. State has taken Contractor's submittal of the Accepted Offer and will take its performance under the Contract as Contractor's attestation that it is not currently suspended or debarred. If Contractor subsequently becomes suspended or debarred, it shall notify Procurement Officer immediately. 9.4 Termination for State may terminate the Contract when in the best interest of State, in whole Convenience or in part, at any time, and without penalty or recourse on Contractor's part other than as expressly stated in the Contract. Upon receipt of State's written termination notice, Contractor shall stop work as directed in the notice, notify all Subcontractors of the termination and its effective date, and minimize any further costs that might be chargeable to State. In the event of termination under this paragraph, all documents, data, and reports prepared by Contractor under the Contract will become State's property and Contractor shall deliver it all promptly on demand. Contractor will be entitled to receive just and equitable compensation for necessary and attributable unfinished materials on hand, work in progress, work completed, and work accepted before the effective date of the termination, provided that, the cost principles and procedures in A.A.C. R2-7-701 are to be applied. 9.5 Termination for In addition to the rights reserved to it under the Contract, State may terminate Default the Contract in whole or in part due to Contractor's failure to: (a) comply with any term or condition of the Contract; (b) obtain and maintain all required insurance policies, bonds, licenses, and permits; or (c) make satisfactory progress in carrying out the Work. Procurement Officer shall give written notice of the termination and the reasons for it. Upon termination under this paragraph, all documents, data and reports prepared by Contractor under the Contract and all necessary and attributable unfinished materials on hand, work in progress, work completed, and work accepted will become State's property, and Contractor shall deliver all of it immediately on demand. State may, following termination of the Contract under this paragraph, procure on terms and in the manner it determines to be appropriate materials or services to replace those that were to have been provided or performed by Contractor, and Contractor will be liable to State for any excess cost State incurs in procuring such substitutes. 9.6 Continued Contractor shall continue to perform in accordance with the requirements of Performance the Contract up to the effective date of any termination, as directed by State in the Required notice. 10.0 Contract Claims 10.1 Claim Notwithstanding any law to the contrary, all contract claims or controversies Resolution under the Contract are to be resolved according to Arizona Revised Statutes Title 41, Chapter 23, Article 9, and rules adopted thereunder, including judicial review under A.R.S. § 12-1518. E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 46 85007 Description: Commercial Flooring Products and Services of 62 10.2 Mandatory Arbitration In compliance with A.R.S. § 12-1518, the parties agree to comply in a judicial review proceeding with any applicable, mandatory arbitration requirements. 11.0 General Provisions for Materials 11.1 Applicability Article 11 applies to the extent the Work is or includes Materials. 11.2 Off -Contract Contractor shall ensure that the design and/or procedures for the Materials Materials ordering method prevents Orders for off -contract items or excluded items. Notwithstanding that State might have its own internal administrative rules regarding off -contract or excluded item ordering, and endeavors to prevent such orders from occurring, Contractor is responsible for not accepting any such Orders; State may, at its discretion, return any such items under subparagraph 11.17 or cancel any such Order under subparagraph 11.18, in either case being without obligation and at Contractor's expense. As used above, "off -contract item" refers to any product not included in the scope of the Contract and for which no price or compensation has been established contractually, and "excluded item" refers to any product expressly stated in the Contract as being excluded from the Contract. 11.3 Compensation for Contractor shall have clear, published policies in place regarding late delivery, Late Deliveries order cancelation, discounts, or rebates given to compensate for late deliveries, etc., and make them readily available to those Eligible Agencies, and Co -Op Buyers if applicable, that are likely to need them. 11.4 Indicate Shipping Contractor shall identify and provide the required substantiating Costs on Order documentation for the amount it intends to add for shipping in the Order acknowledgment if shipping is additional to the contracted price or rate for an item; otherwise, Contractor shall indicate that shipping is included in the Order price (in other words, every Order must indicate clearly whether or not shipping is included in the Order price, and if not included, how much is to be added and why that amount is the correct or appropriate one). 11.5 Current Products Contractor shall keep all products being offered under the Contract: (a) in current and ongoing production; (b) in its advertised product lines; (c) as models or types that are actively functioning in other paying customer environments; and (d) in conformance to the requirements of the Contract. 11.6 Maintain Contractor shall provide at all times the comprehensive selection of products Comprehensive for which a price is established in the Commercial Document for ordering by Eligible Selection Agencies, and Co -Op Buyers if applicable. 11.7 Additional State, at its discretion, may modify the scope of the Contract by Contract Products Amendment to include additional products or product categories so long as they are within the general scope of the ones originally covered by the Contract. Once the Contract Amendment has been fully executed, Contractor shall then update all applicable catalogs and price lists and make them available to all affected entities at no additional cost. Either party may make the request to add products to the Contract; regardless of who makes the request, the parties shall negotiate in good faith a fair price for any additional products, but State may elect not to add some or all of the products in question if no agreement is reached on pricing in a timely manner. Contractor's request or proposal in response to State's request must include: (a) documentation demonstrating that the additional products meet or exceed the specifications for the original products while remaining in the same product groups as the original ones; and (b) documentation demonstrating that the proposed price for the additional products is both fair and reasonable and at the same level of discount E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 47 85007 Description: Commercial Flooring Products and Services of 62 relative to market price as were the original ones. Demonstration of (b) typically requires showing how prices at which sales are currently or were last made to a significant number of buyers compare to the prices or discounts (as applicable) being proposed for the additional products. 11.8 Discontinued If a product or groups of products covered by the Contract are discontinued by Products the manufacturer, Contractor shall notify State within 5 (five) business days after receiving the manufacturer's notification. State, at its discretion, will either allow Contractor to provide substitutes for the discontinued products or delete the products from the scope of the Contract, both of which will be accomplished by Contract Amendment. Contractor shall then update all applicable catalogs and price lists and make them available to all affected entities at no additional cost. The parties shall negotiate in good faith a fair price for any substitute product, but State may elect to delete the products from the scope of the Contract if no agreement is reached on substitute pricing in a timely manner. When notifying State of the discontinuance, Contractor shall provide: (a) manufacturer's announcement or documentation stating that the products have been discontinued, with identification by model/part number; (b) documentation demonstrating that the substitute products meet or exceed the specifications for the discontinued products while remaining in the same product groups as were the discontinued ones; and (c) documentation demonstrating that the proposed price for the substitute products is both fair and reasonable and at the same level of discount relative to market price as were the discontinued ones (with demonstration being as described in subparagraph 11.7). 11.9 Forced Substitutions Forced substitutions will not be permitted; Contractor shall obtain State's prior written consent before making any discretionary substitution for any product covered by the Contract. 11.10 Recalls In the event of a recall notice, technical service bulletin, or other important notification affecting a product offered under the Contract (collectively, "recalls" hereinafter), Contractor shall send timely notice to State for each applicable Order referencing the affected Order and product. Notwithstanding whatever protection Contractor might have under A.R.S. § 12-684 with respect to a manufacturer, Contractor shall handle recalls entirely and without obligation on State's part, other than to permit removal of installed products, retrieval of stored products, etc., as necessary to implement the recall. 11.11 Delivery 11.11.1 PRICING. Unless stated otherwise in the Commercial Document, all Materials prices set forth therein are FCA (seller's dock) Incoterms®2010, with "seller's dock" meaning the last place of manufacturing, assembly, integration, final packing, or warehousing before departure to designated point of delivery to State. For reference, the foregoing is to be construed as equivalent to "F.o.b. Origin, Contractor's Facility" under FAR 52.247-30. 11.11.2 LIABILITY. Unless stated otherwise in the Commercial Document or an Order, Contractor's liability for all Materials is DDP (State -designated receiving point per Order) Incoterms®2010, but with unloading at destination included. For reference, the foregoing is to be construed as equivalent to "F.o.b. Destination, Within Consignee's Premises" under FAR 52.247-35. 11.11.3 PAYMENT. Unless stated otherwise in the Commercial Document or an Order, State shall reimburse Contractor the costs of the difference between DDP (State -designated receiving point per Order) and FCA (seller's dock) with no mark-up, which Contractor shall itemize and invoice separately. 11.12 Delivery Time Unless stated otherwise in the Commercial Document generally or in the E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 48 85007 Description: Commercial Flooring Products and Services of 62 applicable Order particularly, Contractor shall make delivery within 2 (two) business days after receiving each Order. 11.13 Delivery Locations Contractor shall offer deliveries to every location served under the scope of the Contract, specifically: 18. if the Contract is for a single State agency in a single area, then Contractor shall deliver to any agency location in that area; if the Contract is for a single State agency in all its locations, then Contractor shall deliver to any of that agency's location in Arizona; if the Contract is for statewide use but excludes certain areas, then Contractor shall deliver to any Eligible Agency or Co -Op Buyer location that is not in the excluded areas; and if the Contract is for unrestricted statewide use, then: (a) Contractor shall deliver to any Eligible Agency or Co -Op Buyer anywhere in Arizona; (b) if a prospective Co -Op Buyer outside Arizona wishes to order against the Contract, Contractor agrees to negotiate in good faith any fair and reasonable price or lead time adjustments necessary to serve that location if practicable to do so within the scope of its normal business; and (c) if the Commercial Document indicates defined delivery areas and prices, those always apply unless the Order expressly states otherwise and Contractor accepts it. 11.14 Conditions at Contractor shall verify receiving hours and conditions (i.e. height/weight Delivery Location restrictions, access control, etc.) with the relevant purchaser for the receiving site before scheduling or making a delivery. State will neither allow extra charges for wait time, comebacks, or the like nor excuse late delivery if Contractor has failed to make the verification or comply with the applicable conditions. Contractor shall make each delivery to the specific location indicated in the Order, which Contractor acknowledges might be inside an industrial building, institutional building, low-rise office building, or high-rise office building instead of a normal receiving dock. Contractor might be required to make deliveries to locations inside a secured perimeter at certain institutional facilities such as prisons where prior clearances are required for each delivery and driver individually. Contractor shall contact each such facility directly to confirm its most -current security clearance procedures, allowable hours for deliveries, visitor dress code, and other applicable rules. State will neither allow extra charges for wait time, comebacks, or the like nor excuse late delivery if Contractor has failed to make the confirmation or comply with the applicable conditions. 11.15 Materials Acceptance State has the right to make acceptance of Materials subject to a complete inspection on delivery and installation, if installation is Contractor's responsibility. State may apply as acceptance criteria conformity to the Contract, workmanship and quality, correctness of constituent materials, and any other matter for which the Contract or applicable laws state a requirement, whether stated directly or by reference to another document, standard, reference specification, etc. Contractor shall remove any rejected Materials from the delivery location, or from any immediate environs to which it might have been reasonably necessary to move it, carry it off the delivery premises, and subsequently deliver an equal number or quantity of conforming items. State will not owe Contractor any payment for rejected Materials, and State may, at its discretion, withhold or make partial payment for any rejected E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 49 85007 Description: Commercial Flooring Products and Services of 62 Materials that have been returned to Contractor in those instances where State has agreed to permit repair instead of demanding replacement. 11.16 Correcting Defects Contractor shall, at no additional cost and without entitlement to extension of any delivery deadline or specified time for performance, remove or exchange and replace any defective or non -conforming delivered or installed Materials. 19. Contractor shall be solely responsible for the cost of any associated cutting and patching, temporary protection measures, packing and crating, hoisting and loading, transportation, unpacking, inspection, repacking, reshipping, and reinstallation if installation is within the scope of the Contract. If Contractor fails to do so in a timely manner, State will be entitled to exercise its remedies under paragraph 8.5 [Right of Offset] of the Uniform Terms and Conditions. Whether State will permit Contractor to repair in place or demands that Contractor remove and replace is at State's discretion in each instance, provided that, State shall not apply that discretion punitively if repair in place is practicable and doing so would not create safety hazards, put property at risk, unreasonably interfere with operations, create public nuisance, or give rise to any other reasonable concern on State's part. 11.17 Returns State may, at its discretion, return for full credit and with no restocking charges any delivered Materials unused in the original packaging, including any instruction manuals or other incidental item that accompanied the original shipment, within 30 (thirty) days after receipt. If State elects to return delivered Materials, then State shall pay all freight, delivery, and transit insurance costs to return the products to the place from which Contractor shipped them, provided that, if State returns delivered Materials because they are defective or non -conforming or for any other reason having to do with Contractor fault or error, then State will not be responsible for paying freight, delivery, or transit insurance costs to return the products and may, at its discretion, either have those billed directly to Contractor or offset them under paragraph 8.5 [Right of Offset] of the Uniform Terms and Conditions. 11.18 Order Cancellation State may cancel Orders within a reasonable period after issuance and at its discretion. The same method as that used for ordering will be used for cancellation. If State cancels an Order, then State shall: 20. pay Contractor for any portion of the Materials and Services from that Order that have been properly delivered or performed as of the cancellation effective date plus 1 (one) additional business day; reimburse Contractor for: (a) its actual, documented costs incurred in fulfilling the Order up to the cancellation effective date plus 1 (one) additional business day; and (b) the cost of any obligations it incurred as of the cancellation effective date plus 1 (one) additional business day that demonstrably cannot be canceled, or that have pre -established cancelation penalties specified in the relevant Subcontracts, to the extent the penalties are reasonable and customary for the work in question; and Contractor shall not charge or be entitled to charge State for any new costs it incurs after receiving the cancelation notice plus 1 (one) business day or for any lost profits or opportunity. By way of reminder, State is not liable for any products that were produced, shipped, or delivered or any services that were performed before Contractor had E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 50 85007 Description: Commercial Flooring Products and Services of 62 acknowledged the corresponding Order. 11.19 Product Safety Materials as -shipped must comply with applicable safety regulations and standards. Unless expressly stated otherwise in the Scope of Work, State is not responsible for making any Materials safe or compliant following acceptance and is relying exclusively on Contractor to deliver only products that are already safe and compliant. 11.20 Hazardous Materials Contractor shall timely provide State with any "Safety Data Sheets" (SDS) and any other hazard communication documentation required under the US Department of Labor's Occupational Safety and Health Administration (OSHA) "Hazard Communication Standard" (often referred to as the "HazCom 2012 Final Rule") that is reasonably necessary for State to comply with regulations when it or its other contractors install, handle, operate, repair, maintain or remove any Materials. Note that, in the past, those documents might have been referred to as "Material Safety Data Sheets" or "Product Safety Data Sheets", but State (and this Contract) use only the more up-to-date "SDS" reference. Contractor shall ensure that all its relevant personnel understand the nature of and hazards associated with, to the extent it they are Contractor's responsibility under the Contract, the design, shipping, handling, delivery, installation, repair and maintenance of any portion of the Work that is, contains or will become upon use a hazardous material, with "hazardous material" being any material or substance that is: (1) identified now or in the future as being hazardous, toxic or dangerous under applicable laws; or (2) subject to statutory or regulatory requirement governing special handling, disposal or cleanup. 12.0 General Provisions for Services 12.1 Applicability Article 12 applies to the extent the Work is or includes Services. 12.2 Comprehensive Contractor shall provide the comprehensive range of services for which a price is Services Offering established in the Commercial Document for ordering by Eligible Agencies, and Co -Op Buyers if co-op buying applies. 12.3 Additional Services State at its discretion may modify the scope of the Contract by Contract Amendment to include additional services or service categories that are within the general scope of the ones originally covered by the Contract if it determines that doing so is in its best interest. Once the Contract Amendment is fully executed, Contractor shall then update all applicable price lists and make them available to all affected entities at no additional cost. Either party may make the request to add services to the Contract; regardless of who makes the request, the parties shall negotiate in good faith a fair price for any additional services, but State may elect not to add some or all of the services in question if no agreement is reached on pricing in a timely manner. Contractor's request or proposal in response to State's request must include documentation demonstrating that the proposed price for the additional services is both fair and reasonable and comparable to the original ones. 12.4 Off -Contract Services Contractor shall ensure that the design and/or procedures for the Services ordering method prevents Orders for off -contract or excluded services. Notwithstanding that State might have its own internal administrative rules regarding off contract or excluded service ordering, and endeavors to prevent such orders from occurring, Contractor is responsible for not accepting any such Orders. State may, at its discretion, cancel any such Order without obligation. As used above, "off -contract service" refers to any service not included in the scope of the Contract and for which E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 51 85007 Description: Commercial Flooring Products and Services of 62 no price or compensation has been established contractually, and "excluded service" refers to any service expressly excluded from the scope of the Contract. 12.5 Removal of Notwithstanding that Contractor is in every circumstance responsible for hiring, Personnel assigning, directing, managing, training, disciplining, and rewarding its personnel, State may at its discretion and without the obligation to demonstrate cause instruct Contractor to remove any of its personnel from State's facilities or from further assignment under the Contract. In such cases, Contractor shall promptly replace them with other personnel having equivalent qualifications, experience, and capabilities. 12.6 Transitions During commencement, Contractor shall attend transition meetings with any outgoing vendors to coordinate and ease the transition so that the effect on State's operations is kept to a minimum. State may elect to have outgoing vendors complete some or all of their work or orders in progress to ease the transition as is safest and most efficient in each instance, even if that scope is covered under the Contract. Conversely, State anticipates having a continued need for the same materials and services upon expiration or earlier termination of the Contract. Accordingly, Contractor shall work closely with any new (incoming) vendor and State to ensure as smooth and complete a transfer as is practicable. State's representative shall coordinate all transition activities and facilitate joint development of a comprehensive transition plan by both Contractor and the incoming vendor. As with the incoming transition. State may permit Contractor (outgoing) to complete work or orders in progress to ease the transition as is safest and most efficient in each instance. 12.7 Accuracy of Work Contractor is responsible for the accuracy of the Services, and shall promptly make all necessary revisions or corrections resulting from errors and omissions on its part without additional compensation. Acceptance by State will not relieve Contractor of responsibility for correction of any errors discovered subsequently or necessary clarification of any ambiguities. 12.8 Requirements at Contractor personnel shall perform their assigned portions of the Services at the Services Location specific location indicated in the Order (if applicable). Contractor acknowledges that the location might be inside an industrial building, institutional building, or one of various office types and classes. Additionally, if performing the Services requires Contractor personnel to work inside a secured perimeter at certain institutional facilities such as prisons where prior clearances are required, Contractor shall contact the facility directly to confirm its most -current security clearance procedures, allowable hours for work, visitor dress code, and other applicable rules. State will neither allow extra charges for wait time, comebacks, or the like nor excuse late performance if Contractor has failed to make the confirmation or comply with the applicable conditions. 12.9 Services Acceptance State has the right to make acceptance of Services subject to acceptance criteria. State may apply as acceptance criteria conformity to the Contract, accuracy, completeness, or other indicators of quality or other matter for which the Contract or law states a requirement, whether stated directly or by reference to another document, standard, reference specification, etc. State will not owe Contractor any payment for un-accepted Services; and State may, at its discretion, withhold or make partial payment for any rejected Services if Contractor is still in the process of re - performing or otherwise curing the grounds for State's rejection. E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 52 85007 Description: Commercial Flooring Products and Services of 62 12.10 Corrective Action Notwithstanding any other guarantees, general warranties, or particular warranties Required Contractor has given under the Contract, if Contractor fails to perform any material portion of the Services, including failing to complete any contractual deliverable, or if its performance fails to meet agreed -upon service levels or service standards set out in or referred to in the Contract, then Contractor shall perform a root -cause analysis to identify the source of the failure and use all commercially reasonable efforts to correct the failure and meet the Contract requirements as promptly as is practicable. 21. Contractor shall provide to State a report detailing the identified cause and setting out its detailed corrective action plan promptly after the date the failure occurred (or the date when the failure first became apparent, if it was not apparent immediately after occurrence). State may demand to review and approve Contractor's analysis and plans, and Contractor shall make any corrections State instructs and adopt State's recommendations so far as is commercially practicable, provided that State may insist on any measures it determines within reason to be necessary for safety or protecting property and the environment. Contractor shall take the necessary action to avoid any like failure in the future, if doing so is appropriate and practicable under the circumstances. 13.0 Data and Information Handling 13.1 Applicability Article 13 applies to the extent the Work includes handling of any (1) State's proprietary and sensitive data or (2) confidential or access -restricted information obtained from State or from others at State's behest. 13.2 Data Protection and Contractor warrants that it will establish and maintain procedures and controls Confidentiality acceptable to State for ensuring that State's proprietary and sensitive data is of Information protected from unauthorized access and information obtained from State or others in performance of its contractual duties is not mishandled, misused, or inappropriately released or disclosed. For purposes of this paragraph, all data created by Contractor in any way related to the Contract, provided to Contractor by State, or prepared by others for State are proprietary to State, and all information by those same avenues is State's confidential information. To comply with the foregoing warrant: 22. Contractor shall: (a) notify State immediately of any unauthorized access or inappropriate disclosures, whether stemming from an external security breach, internal breach, system failure, or procedural lapse; (b) cooperate with State to identify the source or cause of and respond to each unauthorized access or inappropriate disclosure; and (c) notify State promptly of any security threat that could result in unauthorized access or inappropriate disclosures; and Contractor shall not: (a) release any such data or allow it to be released or divulge any such information to anyone other than its employees or officers as needed for each person's individual performance of his or her duties under the Contract, unless State has agreed otherwise in advance and in writing; or (b) respond to any requests it receives from a third party for such data or information, and instead route all such requests to State's designated representative. 13.3 Personally Without limiting the generality of paragraph 13.2, Contractor warrants that it Identifiable will protect any personally identifiable information ("PII") belonging to State's Information. employees' or other contractors or members of the general public that it receives from State or otherwise acquires in its performance under the Contract. For purposes of this paragraph: E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 53 85007 Description: Commercial Flooring Products and Services of 62 23. PII has the meaning given in the [federal] Office of Management and Budget (OMB) Memorandum M-07-16 Safeguarding Against and Responding to the Breach of Personally Identifiable Information; and "protect" means taking measures to safeguard personally identifiable information and prevent its breach that are functionally equivalent to those called for in that OMB memorandum and elaborated on in the [federal] General Services Administration (GSA) Directive CIO P 2180.1 GSA Rules of Behavior for Handling Personally Identifiable Information. NOTE (1): For convenience of reference only, the OMB memorandum is available at: https://www.whitehouse.gov/sites/defaulVfiles/om b/memoranda/fy2007/mO7-16. pdf NOTE (2): For convenience of reference only, the GSA directive is available at: http://www.gsa.gov/portal/directive/dO/content/658222 13.4 Protected Health Contractor warrants that, to the extent performance under the Contract Information involves individually identifiable health information (referred to hereinafter as protected health information ("PHI") and electronic PHI ("ePHI") as defined in the Privacy Rule referred to below), it: 24. is familiar with and will comply with the applicable aspects of the following collective regulatory requirements regarding patient information privacy protection: (a) the "Privacy Rule" in CFR 45 Part 160 and Part 164 pursuant to the Health Insurance Portability and Accountability Act ("HIPAX) of 1996; (b) Arizona laws, rules, and regulations applicable to PHI/ePHI that are not preempted by CFR 45- 160(B) or the Employee Retirement Income Security Act of 1974 ("ERISA") as amended; and (c) State's current and published PHI/ePHI privacy and security policies and procedures; will cooperate with State in the course of performing under the Contract so that both State and Contractor stay in compliance with the requirements in (1) above; and will sign any documents that are reasonably necessary to keep both State and Contractor in compliance with the requirements in (1) above, in particular "Business Associate Agreements" in accordance with the Privacy Rule. NOTE: For convenience of reference only, the Privacy Rule is available at: http://www.hhs.gov/hipaa/for-professionals/privacy/index.htmI 14.0 Information Technology Work 14.1 Applicability Article 14 applies to any Invitation for Bids, Request for Proposals, or Request for Quotations for "Information Technology," as defined In A.R.S. § 41-3501(6) 6: " .. . computerized and auxiliary automated information processing, telecommunications and related technology, including hardware, software, vendor support and related services, equipment and projects" if and to the extent that the Work is or includes Information Technology. 14.2 Background Checks Each of Contractor's personnel who is an applicant for an information technology position must undergo the security clearance and background check procedure, which includes fingerprinting, as required by A.R.S § 41-710. Contractor shall obtain E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 54 85007 Description: Commercial Flooring Products and Services of 62 and pay for the security clearance and background check. Contractor personnel who will have administrator privileges on a State network must additionally provide identify and address verification and undergo State -specified training for unescorted access, confidentiality, privacy, and data security. 14.3 Information Access 14.3.1 SYSTEM MEASURES. Contractor shall employ appropriate system management and maintenance, fraud prevention and detection, and encryption application and tools to any systems or networks containing or transmitting State's proprietary data or confidential information. 14.3.2 INDIVIDUAL MEASURES. Contractor personnel shall comply with applicable State policies and procedures regarding data access, privacy, and security, including prohibitions on remote access and obtaining and maintaining access IDs and passwords. Contractor is responsible to State for ensuring that any State access IDs and passwords are used only by the person to whom they were issued. Contractor shall ensure that personnel are only provided the minimum only such level of access necessary to perform his or duties. Contractor shall on request provide a current register of the access IDs and passwords and corresponding access levels currently assigned to its personnel. 14.3.3 ACCESS CONTROL. Contractor is responsible to State for ensuring that hardware, software, data, information, and that has been provided by State or belongs to or is in the custody of State and is accessed or accessible by Contractor personnel is only used in connection with carrying out the Work, and is never commercially exploited in any manner whatsoever not expressly permitted under the Contract. State may restrict access by Contractor personnel, or instruct Contractor to restrict access their access, if in its determination the requirements of this subparagraph are not being met. 14.4 Pass -Through 14.4.1 INDEMNITY FROM THIRD PARTY. For computer hardware or software Indemnity included in the Work as discrete units that were manufactured or developed solely by a third party, Contractor may satisfy its indemnification obligations under the Contract by, to the extent permissible by law, passing through to State such indemnity as it receives from the third -party source (each a "Pass -Through Indemnity") and cooperating with State in enforcing that indemnity. If the third party fails to honor its Pass -Through Indemnity, or if a Pass -Through Indemnity is insufficient to indemnify State Indemnitees to the extent and degree Contractor is required to do by the Uniform Terms and Conditions, then Contractor shall indemnify, defend and hold harmless State Indemnitees to the extent the Pass - Through Indemnity does not. 14.4.2 NOTIFY OF CLAIMS. State shall notify Contractor promptly of any claim to which a Pass -Through Indemnity might apply. Contractor, with reasonable consultation from State, shall control of the defense of any action on any claim to which a Pass -Through Indemnity applies, including negotiations for settlement or compromise, provided that: (a) State reserves the right to elect to participate in the action at its own expense; (b) State reserves the right to approve or reject any settlement or compromise on reasonable grounds and if done so timely; and (c) State shall in any case cooperate in the defense and any related settlement negotiations. E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 55 85007 Description: Commercial Flooring Products and Services of 62 14.5 Systems and Controls In consideration for State having agreed to permit Pass -Through Indemnities in lieu of direct indemnity, Contractor agrees to establish and keep in place systems and controls appropriate to ensure that State funds under this Contract are not knowingly used for the acquisition, operation, or maintenance of Materials or Services in violation of intellectual property laws or a third party's intellectual property rights. 14.6 Redress of 14.6.1 REPLACE, LICENSE, OR MODIFY. If Contractor becomes aware that any Infringement. Materials or Services infringe, or are likely to be infringing on, any third party's intellectual property rights, then Contractor shall at its sole cost and expense and in consultation with State either: (a) replace any infringing items with non -infringing ones; (b) obtain for State the right to continue using the infringing items; or (c) modify the infringing item so that they become non -infringing, so long as they continue to function as specified following the modification. 14.6.2 CANCELLATION OPTION. In every case under 14.6.1, if none of those options can reasonably be accomplished, or if the continued use of the infringing items is impracticable, State may cancel the relevant Order or terminate the Contract and Contractor shall take back the infringing items. If State does cancel the Order or terminate the Contract, Contractor shall refund to State: (a) for any software created for State under the Contract, the amount State paid to Contactor for creating it; (b) for all other Materials, the net book value of the product provided according to generally accepted accounting principles; and (c) for Services, the amount paid by State or an amount equal to 12 (twelve) months of charges, whichever is less. 14.6.3. EXCEPTIONS. Contractor will not be liable for any claim of infringement based solely on any of the following by a State Indemnitee: (a) modification or use of Materials other than as contemplated by the Contract or expressly authorized or proposed by a Contractor Indemnitor; (b) operation of Materials with any operating software other than that supplied by Contractor or authorized or proposed by a Contractor Indemnitor; or (c) combination or use with other products in a manner not contemplated by the Contract or expressly authorized or proposed by a Contractor Indemnitor. 14.7 First Party Liability 14.7.1 LIMIT. Subject to the provisos that follow below and unless stated otherwise in Limitation the Special Terms and Conditions, State's and Contractor's respective first party liability arising from or related to the Contract is limited to the greater of $1,000,000 (one million dollars) or 3 (three) times the purchase price of the specific Materials or Services giving rise to the claim. 14.7.2 PROVISOS. This paragraph 14.7 limits liability for first party direct, indirect, incidental, special, punitive, and consequential damages relating to the Work regardless of the legal theory under which the liability is asserted. This paragraph 14.7 does not limit liability arising from any: E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 56 85007 Description: Commercial Flooring Products and Services of 62 (a) Indemnified Claim against which Contractor has indemnified State Indemnitees under paragraph 6.3; (b) claim against which Contractor has indemnified State Indemnitees under paragraph 6.4; or (c) provision of the Contract calling for liquidated damages or specifying amounts or percentages as being at -risk or subject to deduction for performance deficiencies. 14.7.2 PURCHASE PRICE DETERMINATION. If the Contract is for a single -agency and a single Order (or if no Order applies), then "purchase price" in Subparagraph 14.7.1 above means the aggregate Contract price current at the time of Contract expiration or earlier termination, including all change orders or other forms of Contract Amendment having an effect on the aggregate price through that date. In all other cases, "purchase price" above means the total price of the Order for the specific equipment, software, or services giving rise to the claim, and therefore a separate limit will apply to each Order. 14.7.3 NO EFFECT ON INSURANCE. This paragraph does not modify the required coverage limits, terms, and conditions of, or any insured's ability to claim against, any insurance that Contractor is required by the Contract to provide, and Contractor shall obtain express endorsements that it does not. 14.8 Information 14.8.1 SPECIFIED DESIGN. Where the Scope of Work (Section 2-A of the Solicitation) Technology Warranty for information technology Work provides a detailed design specification or sets out specific performance requirements, Contractor warrants that the Work will provide all functionality material to the intended use stated in the Contract, provided that, the foregoing warranty does not extend to any portions of the Materials that are: (a) modified or altered by anyone not authorized by Contractor to do so; (b) maintained in a way inconsistent to any applicable manufacturer recommendations; or (c) operated in a manner not within its intended use or environment. 14.8.2 COTS SOFTWARE. With respect to Materials provided under the Contract that are commercial -off -the -shelf (COTS) software, Contractor warrants that: (a) to the extent possible, it will test the software before delivery using commercially available virus detection software conforming to current industry standards; (b) the COTS software will, to the best of its knowledge, at the time of delivery be free of viruses, backdoors, worms, spyware, malware, and other malicious code that could hamper performance, collect unlawfully any personally identifiable information, or prevent products from performing as required by the Contract; and (c) it will provide a new or clean install of any COTS software that State has reason to believes contains harmful code. 14.8.3 PAYMENT HAS NO EFFECT. The warranties in this paragraph are not affected by State's inspection, testing, or payment. E T Request for Proposal State of Arizona State Procurement Office 1110 W. Washington., Solicitation No.: BPM000582 PAGE Suite 155 Phoenix, AZ 57 85007 Description: Commercial Flooring Products and Services of 62 14.9 Specific Remedies Unless expressly stated otherwise elsewhere in the Contract, State's remedy for breach of warranty under paragraph 14.8 includes, at State's discretion, re -performance, repair, replacement, or refund of any amounts paid by State for the nonconforming Work, plus (in every case) Contractor's payment of State's additional, documented, and reasonable costs to procure materials or services equivalent in function, capability, and performance at that first called for. For clarification of intent, the foregoing obligations are limited by the limitation of liability in paragraph 14.7. If none of the forgoing options can reasonably be effected, or if the use of the materials by State is made impractical by the nonconformance, then State may seek any remedy available to it under law. 15.0 Comments Welcome Separate and apart from this solicitation, the State Procurement Office periodically reviews the Uniform Terms and Conditions and welcomes any comments the public may have. The public may submit comments to: State Procurement Administrator, State Procurement Office, 100 North 15th Avenue, Suite 402 Phoenix, Arizona, 85007 End of Uniform Terms and Conditions E Attachment State of Arizona 6 N State Procurement Office * Solicitation No.: BPM000582 PAGE1110 W. Washington, Suite 155 Phoenix, AZ 85007 Description: Commercial Flooring Products and Services of 62 Questionnaire INSTRUCTIONS: Prepare each item response in the form of a brief written narrative describing your organization's overall method of approach for providing the required services and products as stated in this solicitation, as well as, demonstrating your ability to satisfy the Scope of Work and your organization's ability to provide the various products and services sought under this solicitation. Within the response to this item, the narrative shall at the minimum describe the following. METHOD OF APPROACH: 1. Offer shall clearly state your understanding of the Scope of Work and acceptance of all Requirements, noting any exceptions. Offeror Response 2. Offer shall provide a description of an inter -organizational governance structure and communication process that will support a successful business relationship. Offeror Response 0 3. Offer shall provide a description of how your organization tracks problem resolution responsiveness and eligible agency satisfaction in a quantifiable manner to ensure quality customer service. Please describe your complaint resolution process. The description should include a clear, hierarchical path for complaint escalation. Offeror Response CAPACITY OF OFFEROR: Organizational Information Offeror shall identify themselves, including their complete (formal) name, corporate addresses (headquarters and local addresses), web site URLs, NYSE/NASDAQ symbol, and other identifying information. Describe their total organization, including any parent companies, subsidiaries, affiliates, and other related entities. Provide organizational chart(s) for their overall organization showing each entity within the organization. Provide number of employees, number of years in business and pertinent business affiliations. Offeror Response Offeror shall identify a single or lead contact person, who will be responsible for all communications with the State throughout the solicitation process, including all applicable contact information, e.g. phone (days, evenings, mobile), e-mail (office and mobile). Provide the names and general contact information for any other persons responsible for communicating with the State Procurement Office and their respective roles. Offeror Response 2. Organizational Capacity Offeror shall describe in general their organizational capacity to support the State and its Customers under any resulting contract. E Attachment State of Arizona 6 N State Procurement Office * Solicitation No.: BPM000582 PAGE 1110 W. Washington, Suite 155 Phoenix, AZ 85007 Description: Commercial Flooring Products and Services of 62 2.1. Management Structure Offerors shall describe their management structure and corporate leadership that would support any resulting contract. Offeror Response 2.1. Key Personnel (Attachment in APP) Offeror shall describe their Key Personnel that would support any resulting contract. Offerors shall provide evidence of their training, experience and performance in supporting similar customers, with particular deference to other state and local government customers. Indicate which of these individual(s) would have direct responsibility and control over any resulting contract. Offeror Response 2.2. Subcontractors (Attachment in APP) Offeror shall provide a list of all proposed subcontractors that will be used in fulfillment of the Contract, including contact information and a detailed description of their participation Offeror Response 2.3. Experience in Industry Offeror shall describe their experience in the provision of products and services like those required by in this RFP. Offeror Response 2.4. Experience with Similar Customers Offeror shall describe their experience with similar customers, with particular deference to other state and local governments, in the provision of products and services like those required in this RFP. Offeror Response 2.5. Orgainizational Profile and Referenced (Attachment in APP) Offeror shall provide customer and related information for three (3) similar contracts within the past three (3) years —with particular deference to other state and local governments. At a minimum include the following information: Customer name; Address; Contact person; Phone number(s); E-mail addresses; Time(s) available; Size of Contract; Dates of Contract. State may contact any customers listed for the purpose of obtaining references relative to past performances and, if necessary, Offeror shall sign a release to obtain any such information. Offeror Response 3. Financial Capacity Offeror shall describe in general their financial capacity to support the State and its Customers under any resulting contract. E Attachment State of Arizona 6 N State Procurement Office * Solicitation No.: BPM000582 PAGOGE 1110 W. Washington, Suite 155 Phoenix, AZ 85007 Description: Commercial Flooring Products and Services of 62 3.1. Economic Status Offeror shall state whether or not they, and/or their parent company if applicable, is in or in the process of filing for bankruptcy. Offeror similarly shall state whether they, and/or their parent company if applicable, have filed for bankruptcy in the past three (3) years? If so under either condition, Offeror shall describe the circumstances of the bankruptcy and how their economic status is improving (has improved since then). Offeror Response 3.2. Legal and Regulatory Actions Offerors shall fully disclose their involvement in any legal proceedings, lawsuits or governmental regulatory actions and any contractual demands for assurance regarding their provision of similar services, pending or occurring in the last three (3) years. Offeror Response E Attachment II State of Arizona 6 N State Procurement Office * Solicitation No.: BPM000582 PAGE 61 1110 W. Washington, Suite 155 Phoenix, AZ 85007 Description: Commercial Flooring Products and Services of 62 Pricing Instructions II Offerors shall complete the Excel spreadsheet entitled "Attachment II — Pricing Schedule", and provide all requested information according to the instructions found there. The spreadsheet is found in Attachments section of APP under the file named RFP BPM000582. Flooring Product prices to be completed by Offeror. Other materials and services may be listed on Attachment II Pricing Schedule for consideration. This statewide solicitation does not offer price differentiation per region. The Offeror may bid on material and services that would correlate with flooring purchases (including but not limited to design, removal, special installation, repairs, etc.). Offeror shall make available a complete family or line of business of a manufacturer's products at a fixed price per unit of measure. Discounts off list prices shall be offered in fixed prices with one or more discounts per manufacturer. Proposed manufacturers shall provide material in current production and marketed to the commercial and education/government agencies at the time the bid is submitted. Offeror shall provide products and services, as described herein, at a rate for flooring material, installation, general floor prep, glue, taxes, Per Diem, and all other expenses incurred to install the flooring. Hard Removals shall be addressed in the two line items located in the "UOM" tab and shall reflect only the cost of the machine removal. Unit of measures include SF(square feet), SY(square yard), LF(lineal foot) and job or each. Pricing shall be listed on the Pricing Spreadsheet Attachment II of the solicitation and entered per RFP instructions. Offeror shall provide services, as described herein, at a time and material rate for flooring maintenance, patch and repairs for all carpets/tiles as required by the eligible Agency. Miscellaneous charges should be entered on as a separate line item for Buyer approval. 4. Offerors are entitled to the State Travel policy for distances of travel outside of the 50 miles radius from the starting point of The Arizona State Procurement Office, 100 North 15th Avenue, Phoenix, AZ 85007. All travel related expenses under this contract shall be governed by the State of Arizona's Travel Policy. The State of Arizona intends to award multiple contracts per Purchasing Region. There is a separate Pricing Sheet attached for each Region. You must fill out an individual sheet for each Region you are bidding. The State Regions are outlined on the map attached to these Pricing Instructions. OEND OF SOLICITATION Solicitation No: [RFP BPM000582 ] Description: Commercial Flooring Products and Services This Page Intentionally Left Blank State of Arizona State Procurement Office 1110 W Washington St., Suite 155 Phoenix, AZ 85007 CCONTMENTAL 44 FLOORING COMPANY April 22, 2021 Steve Bartlett Town of Fountain Hills 16705 E Avenue of the Fountains Fountain Hills, AZ 85268-3815 9319 N. 94t" Way • Suite 1000 • Scottsdale, AZ 85258 Phone (480) 949-8509 • Toll Free (800) 825-1221 FAX (480) 945-2603 Website www.continentalflooring.com RE: Town of Fountain Hills Community Center Flooring Replacement (See Drawing) Arizona State Flooring Contract No. CTR043427. Dear Steve: In response to your request for quotation, Continental Flooring Company offers the following proposal for your consideration under Arizona State Flooring Contract No. CTR043427: Line Description Qty Price Extended Lobby and Carpet: Furnish & Install Interface Aerial Carpet Tile 1895 SY $29.39 SY $55,694.05 Added Moisture Backing (Readyback) 1990 SY $4.75 SY $9,452.50 Furnish & Install Armstrong Natural Creations LVT D10 2088 SF $4.95 SF $10,335.60 Furnish & Install Porcelain Floor Tile 4720 SF $8.50 SF $40,120.00 Furnish and Install 4" Porcelain Cove Base 400 LF $10.00 LF $4,000.00 Furnish 4" Rubber Coved Base 2280 LF $0.80 LF $1,824.00 Install 4" Rubber Coved base 2280 LF $0.90 LF $2,052.00 Move Furniture 200 SY $3.00 SY $600.00 Remove Existing Floorcovering Carpet 16164 SF $0.30 SF $4,849.20 Remove Existing Floorcovering Vinyl 1917 SF $0.60 SF $1,150.20 Remove Exisitng Floorcovering Ceramic 4558 SF $3.25 SF $14,813.50 Floor preparation as required by manufacturer guidelines 22639 SF $0.30 SF $6,791.70 Attic Stock: MO Carpet Tile 95 SY $25.39 SY $2,412.05 Restrooms: Furnish & Install Porcelain Floor Tile 1080 SF $10.25 SF $11,070.00 Furnish and Install Porcelain Wall Tile 1700 SF $10.25 SF $17,425.00 Cementatious Backer Board for Wall Tile 1700 SF $2.75 SF $4,675.00 Furnish and Install 4" Porcelain Cove Base 750 LF $10.00 LF $7,500.00 Remove Exisitng Floorcovering Ceramic 2600 SF $3.25 SF $8,450.00 Floor preparation as required by manufacturer guidelines 2600 SF $0.30 SF $780.00 Kitchen: Grind and Polish Concrete 2650 SF $12.00 SF $31,800.00 Moderate Floor Grinding to Remove Epoxy 2650 SF $1.00 SF $2,650.00 Furnish 4" Rubber Coved Base 480 LF $0.80 LF $384.00 Install 4" Rubber Coved Base 480 LF $0.80 LF $384.00 5% Overage May apply on carpet tile. Any Overage Total $239,212.80 will be charged at $25.39/SY + $4.75/SY for the added Backing The above quotation is in compliance with the new TPT Tax regulations and no additional taxes will be charged 1 of 2 Prices listed in this quote are for the scope of work shown on the attached drawing and/or listed in the regarding line of this quote. Any changes you make to the project after the materials are ordered may require additional charges. If the changes you make are close to the start of or during the installation process there may also be a delay in the completion of the project as we wait for the materials for the change to arrive. Please review and consider carefully the quote and drawing is meeting the scope of work you have requested, we will be referencing these documents during the installation project. If it is not, please request a revised quote with an updated scope of work. Prices listed in this quote include moving of standard furniture. Standard furniture moving includes moving of regular desks, chairs, 2 drawer file cabinets, half empty 4 drawer filing cabinets and empty bookcases. (Excludes modular furniture, fireproof file cabinets and safes) Not included in moving of standard furniture is the moving of sensitive electronic equipment such as computers, telephones, copiers and such. You should have your IT department or facilities department coordinate the moving of all electronic items. A guide sheet regarding what to do before installation begins is included with this quote and another copy will be sent to you once an installation date is set. Prices listed in this quote include standard sub -floor preparation. Standard sub -floor preparation consists of a maximum of 25lbs of patch for every 300 square yards of material, except as otherwise noted. Should any unforeseen sub floor conditions exist additional charges will apply. Prices listed in this quote include insurance coverage as required by the originally bid contracts. Certificate of Insurance and Worker Compensation documentation are available by request at no additional charge. A Payment and Performance Bond can be ordered and would add 2.5% to the quote listed above. Please let me know if this project requires a bond and I will revise the quote to include that in the pricing. Continental Flooring does not test for asbestos or lead paint nor do we provide asbestos or lead paint abatement. The Owner represents that they have taken all necessary steps to ensure that no asbestos or lead paint exists on this project. The Owner accepts all responsibility for the testing and removal of asbestos and lead paint and will hold Continental Flooring harmless relating to asbestos and lead paint. The owner will provide related certification to continental flooring if required. Once your purchase order is delivered to Continental Flooring Company, materials for your installation will be ordered. Due to uncertainty around manufacturing & shipping commitments and in order to eliminate scheduling delays, Continental Flooring waits until all materials for your project have been received before scheduling your installation. For that reason, precise installation dates will not be immediately available until materials have been received. Contact Cathy Gordon at (480) 949-3509 ext. 289 anytime you may need an update on your installation timeline. Thank you for the opportunity to quote to you on this project. Should you have any questions, or require additional information, please call me at (480) 949-8509 ext. 204 or on my mobile at (623) 218-8399 or email me directly at cflynn@continentalflooring.com. Respectfully, Cattie Flynn Continental Flooring Company We are proud to have served the public sector since 1979 2of2 Contract No. 2011-011.1 FIRST AMENDMENT TO COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND CONTINENTAL FLOORING CO. THIS FIRST AMENDMENT TO COOPERATIVE PURCHASING AGREEMENT (this "First Amendment') is entered into as of May 4, 2021, between the Town of Fountain Hills, an Arizona municipal corporation (the "Town') and Continental Flooring Co., an Arizona corporation. RECITALS A. After a competitive procurement process, the State of Arizona entered into Contract No. CTR043427, dated April 1, 2019, (the "State Contract'), with Continental Flooring Co. for the Contractor to provide labor, equipment, and materials necessary to install carpet and flooring materials. All of the capitalized terms not otherwise defined in this First Amendment have the same meanings as defined in the Contract. B. The Town and the Contractor entered into a Cooperative Purchasing Agreement dated December 17, 2019, based upon the State Contract (the "Agreement"), for the Contractor to provide labor, equipment, and materials necessary to install carpet and flooring materials. The terms of the Agreement are incorporated herein. C. The Town has determined that additional Materials and Services (the "Additio na 1 Materials and Services') are necessary under the rates set forth in Exhibit C and the Agreement shall not exceed $304,398.80 and in the aggregate the Agreement shall not exceed 674,398.80. D. The Town and the Contractor desire to enter into this First Amendment to extend the term of the Agreement for one additional year and allow for three (3) successive one year renewals provided the original State Contract term has been extended. 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 set forth above and shall remain in full force and effect until March 22, 2022, unless terminated as otherwise provided in this Agreement or the State Contract. After the expiration of the term, this Agreement may be renewed for up to three (3) successive one-year terms ('Renewal Terms') if (i) it is deemed within the best interests of the Town, subject to the availability and appropriation of finds for renewal in each subsequent year, (ii) the term of the State Contract has not expired and has been extended, (iii) at least thirty (30) days prior to the end of the then -current term of this Agreement, the Contractor requests, in writing, to extend this Agreement for an additional one- year (1) term and (iv) the Town approves the addition al one-year (1) term in writing (including any price adjustments approves as part of the State 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 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 agreement of the Contractor, elect to waive this requirement and renew this Agreement. The Initial Term and 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. The Contractor shall provide the Materials and Services under the terms and conditions of the State Contract and according to the specifications as set forth in the Contractor's Proposal attached hereto as Exhibit C and incorporated herein by reference. 3. Compensation. The Town shall pay the Vendor an aggregate amount not to exceed $304,398.80, of which $23,921.28 shall be an Owners' Allowance, at the rates set forth in Estimate attached hereto as Exhibit C and incorporated herein by reference to the extent not inconsistent the Agreement. 4. 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 address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Aaron D. Arnson, Town Attorney If to Contractor: Continental Flooring Co. 9319 N. 94th Way, Suite 1000 Scottsdale, Arizona 85258 Attn: Christopher Coleman 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 (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. 3. Effect of Amendment. In all other respects, the Agreement is affirmed and ratified and, except as expressly modified herein, all terms and conditions of the Agreement shall remain in full force and effect. 4. Non Default. By executing this First Amendment, the Contractor affirmatively asserts that (i) the Town is not currently in default, nor has it been in default at any time prior to this First Amendment, under any of the terms or conditions of the Agreement and (ii) any and all claims, known and unknown, relating to the Agreement and existing on or before the date of this First Amendment are forever waived. 5. IsraeL Contractor certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a "boycott," as that term is defined in Ariz. Rev. Stat. § 35-393, of IsraeL 6. Conflict of Interest. This First Amendment and the Agreement may be cancelled by the Town pursuant to Ariz. Rev. Stat. § 38-511. [SIGNATURES ON FOLLOWING PAGES] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. "Towel' TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation Grady E. Miller, Town Manager ATTEST: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On , 2021, 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" Continental Flooring Co. a(n) Arizona corporation By: Name: Title: (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On , 2021, before me personally appeared the of CONTINENTAL FLOORING CO, a(n) 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 limited liability company. Notary Public (Affix notary seal here) 4815-4412-2285 M ITEM 8. F. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 05/04/2021 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Public Works Prepared by: Justin Weldy, Public Works Director Staff Contact Information: Justin Weldy, Public Works Director Request to Town Council Regular Meeting (Agenda Language): CONSIDERATION OF approving the First Amendment to Professional Services Agreement 2021-005 with A&H Painting, INC. Staff Summary (Background) The Community Center was built in 2001. In 2020 the exterior of the Community Center was repainted. Due to the age and heavy usage of the facility, the interior of the building is requiring extensive cosmetic updating as well as renovations. One of the major focuses of the renovation is repainting the interior of the building. The Community Center is scheduled to be repainted as part of the reserve analysis the Town conducted in September 2015. It has been at least 14 years since some rooms were repainted which is beyond the life expectancy of paint that was applied at the time. The proposed interior painting project cost is $63,040.00. The work will be performed by the same contractor that painted the exterior of the Community Center, Library and Town Hall, in 2020. Funding for the painting project will come from the Facilities Reserve Fund. Each year the Town Council appropriates funding through the annual budget process in this fund for the purpose of maintaining critical town infrastructure and equipment. As part of the Community Center upgrades and renovations, the Carpeting and Tile will also be replaced after the painting of each segment. Related Ordinance, Policy or Guiding Principle Council -Adopted Capital Facilities Replacement Program. Risk Analysis Not painting the building will result in the continued deterioration of the existing paint. Recommendation(s) by Board(s) or Commission(s) The Community Services Advisory Commission supports the remodeling and renovation of the Community Center. Staff Recommendation(s) Staff recommends approval of Amendment No.1 to Professional Services Agreement 2021-005 with A&H Painting, INC. SUGGESTED MOTION MOVE to approve Amendment No.1 to Professional Services Agreement 2021-005 with A&H Painting, INC. in the amount of $63,040.00 Fiscal Impact Fiscal Impact: 63,040.00 Budget Reference: 362 Funding Source: Facilities Reserve Fund If Multiple Funds utilized, list here: N/A Budgeted: if No, attach Budget Adjustment Form: N/A Professional Services Agreement Scope and Fee Inbox Public Works Director (Originator) Finance Director Town Attorney Town Manager Form Started By: Justin Weldy Final Approval Date: 04/20/2021 Attachments Form Review Reviewed By Date Justin Weldy 04/19/2021 07:34 AM David Pock 04/19/2021 08:05 AM Aaron D. Arnson 04/20/2021 11:47 AM Grady E. Miller 04/20/2021 11:54 AM Started On: 04/13/2021 09:25 AM Contract No. C2021-005.1 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND A&H PAINTING, INC. THIS FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT (this "First Amendment") is entered into as of May 4, 2021, between the Town of Fountain Hills, an Arizona municipal corporation (the "Town") and A&H Painting, Inc., an Arizona corporation (the "Consultant"). RECITALS A. The Town issued a Request for Proposals, RFP No. 2020-084 (the "RFP"), a copy of which is on file with the Town and incorporated herein by reference, seeking proposals from vendors interested in providing professional services consisting of Community Center, Museum & Library Exterior Painting work (the "Services"). B. The Vendor responded to the RFP by submitting a proposal (the "Proposal"), which was deemed responsive. C. The Town and the Consultant entered into a Professional Services Agreement (the "Agreement"), dated August 24, 2020, for the Consultant to provide painting services (the "Services"). All capitalized terms not otherwise defined in this First Amendment have the same meanings as contained in the Agreement. D The Town has determined that it is necessary to extend the Agreement with the Consultant for Services. E. The Town and the Consultant desire to enter this First Amendment to amend the Agreement to (i) extend the term of the Agreement, (ii) provide for compensation to the Consultant for the Services, and (iii) amend the scope of work per Exhibit A-1. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Consultant hereby agree as follows: 1. Term of Agreement. The term of the Agreement is hereby extended until June 30, 2022, unless terminated as otherwise provided pursuant to the terms and conditions of the Agreement. 2. Scope of Work. Vendor shall provide the Services as set forth in Exhibit A-1. 3. Compensation. The Town shall pay Consultant an amount not to exceed $63,040 for the Services, resulting in an increase of the cumulative contract amount from $71,300 to $134,340. 4. 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 address set forth below, (B) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to a recognized and reputable overnight delivery service, to the address set forth below: If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With Copy to Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Aaron D. Arnson, Town Attorney If to Consultant: A&H Painting, Inc. P.O. Box 10126 Glendale, Arizona 85318 Attn: Glenda W. Hernandez 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 (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. 5. Effect of Amendment. In all other respects, the Agreement is affirmed and ratified and, except as expressly modified herein, all terms and conditions of the Agreement shall remain in full force and effect. 2 6. Non -Default. By executing this First Amendment, the Consultant affirmatively asserts that (i) the Town is not currently in default, nor has it been in default at any time prior to this First Amendment, under any of the terms or conditions of the Agreement and (ii) any and all claims, known and unknown, relating to the Agreement and existing on or before the date of this First Amendment are forever waived. 7. Israel. Consultant certifies that it is not currently engaged in, and agrees for the duration of this Agreement that it will not engage in a "boycott," as that term is defined in Ariz. Rev. Stat. § 35-393, of Israel. 8. Conflict of Interest. This First Amendment and the Agreement may be cancelled by the Town pursuant to Ariz. Rev. Stat. § 38-511. [SIGNATURES ON FOLLOWING PAGES] 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: Elizabeth A. Burke, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney (ACKNOWLEDGMENT) STATE OF ARIZONA ) ) ss. COUNTY OF MARICOPA ) On , 2018, 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] M "Consultant" A& H Painting, INC., an Arizona corporation Name: Title: (ACKNOWLEDGMENT) STATE OF ss. COUNTY OF On , 2021, before me personally appeared the of C&S SWEEPING SERVICES, 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 C&S Sweeping Services. (Affix notary seal here) 4812-9512-1024 v.1 Notary Public 5 EXHIBIT A -I TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND A&H PAINTING, INC., [Scope of Work/Fees] See following pages. EXHIBIT A-1 A&H Painting, Inc. PO BOX 10126 GLENDALE, AZ 85318 Ph: 602-439-1484 Fax 602-896-3057 www.aandhpainting.com ........................................................................... Name/Address ............................................. Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, AZ 85268 R.E.S T I M L Date ate No. 3/26/2021 032621-01 ............................................... ..............................................: Ship To Community Center Interior Painting ........................................................................................................................................................................................................ ............................... .............................. ................................................... Project Name / # Terms i......................................................................................................:........ Contract # ........................................: Interior Comm Net 30 TBC ................................ ....................................................... Item Description Qty Rate Total ..................................... .................................................................................................:..........................:.........................................................., COMMUNITY CENTER INTERIOR PAINTING SCOPE OF WORK: Preparation of wall areas to be painted, patch and seal all cracks and holes on walls to match existing texture, tape off items not being painted, cover floors, protect all surrounded areas, apply primer where needed and two coats of paint. AREAS INCLUDED: Walls, Ceilings, Doors and frames, window frames - See drawing attached. COST: Materials Materials Labor Labor to complete this project Equipment Ren... Equipment Rental: Includes Scissors lift, storage, Dumpster and trash haul -away service. PRODUCTS: Dunn Edwards Versa- Satin for Drywall Aristo-shield for Metals '" Customer to remove all items from walls to be painted, furniture needs to be at least 4' away from walls, we will tape and paint around items affixed on walls. ................................................................... Thank you for the opportunity!! ...................................................................................................................................................................... Send Purchase order to:glenda@aandhpainting.com or fax (602)896-3057 .....................................................................................................................................................................: 17,490.00 € 17,490.00 37,200.001 37,200.00 8,350.001 8,350.00 € Subtotal $63,040.00 E................................................................................. i € Sales Tax (0.0%) $0.00 Total $63,040.00 ................................................................................... ITEM 8. G. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 05/04/2021 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Community Services Prepared by: Rachael Goodwin, Community Services Director Staff Contact Information: Rachael Goodwin, Community Services Director Request to Town Council Regular Meeting (Agenda Language): DISCUSSION WITH POSSIBLE DIRECTION to staff regarding the proposed Facility, Streets, and Honorary Naming Policy. Staff Summary (Background) At the request of the Town Council, staff has evaluated and proposed changes to the existing Sponsorship and Naming Rights Policy. The original policy, adopted in 2014 and amended in 2016, has been divided into separate sections to improve public understanding and staff application. The Facility, Streets, and Honorary Naming Policy has been amended to include criteria for Honorary Street naming as a means to recognize and commemorate individuals and entities that have provided creditable service to the community and have attained prominence based on contributions to the community. Additionally, Honorary Naming may also commemorate a historical figure or event. By amending the Honorary Naming section of the policy, it creates an opportunity for the Town Council to recognize individuals or events by designating a street or other town asset without impacting existing street names which would in turn cause complexities with changing postal addresses. Related Ordinance, Policy or Guiding Principle Current Naming Rights and Sponsorship Policy, adopted in 2014, amended in 2016. Risk Analysis The amended and expanded Facility, Streets, and Honorary Naming Policy allows for greater public transparency and improved guidance for staff when implementing the policy. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendations) Staff recommends that the Town Council provide direction to staff on the proposed Facility, Streets, and Honorary Naming Policy. SUGGESTED MOTION MOVE to direct staff to bring a revised Facility, Streets, and Honorary Naming Policy for Council consideration and approval. Attachments Current Naming Rights and Sponsorship Policy Draft Facility, Streets, and Honorary Naming Policy Inbox Community Services Director (Originator) Finance Director Town Attorney Town Manager Form Started By: Rachael Goodwin Final Approval Date: 04/23/2021 Form Review Reviewed By Date Rachael Goodwin 04/22/2021 05:07 PM David Pock 04/23/2021 05:29 AM Aaron D. Arnson 04/23/2021 09:07 AM Grady E. Miller 04/23/2021 11:21 AM Started On: 04/22/202103:11 PM RESOLUTION 2016-38 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, ADOPTING THE TOWN OF FOUNTAIN HILLS MUNICIPAL SPONSORSHIP AND NAMING RIGHTS POLICY, AMENDED AND RESTATED DECEMBER 15, 2016. WHEREAS, the Mayor and Council of the Town of Fountain Hills (the "Town Council") has determined that it is in the best interests of the citizens of Fountain Hills to establish a formal procedure and criteria for the receipt or solicitation of, selection of, and agreements with persons or entities for municipal sponsorships, co -sponsorships, sole sponsorships and marketing arrangements (including facility naming rights); and WHEREAS, the Town Council approved Resolution No. 2014-36 on August 7, 2014, adopting the Town of Fountain Hills Municipal Sponsorship and Naming Rights Policy (the "Existing Naming Policy"); and WHEREAS, the Town Council desires to amend and restate the Existing Naming Policy to amend the procedures for special event fee waivers. NOW, THEREFORE, BE IT RESOLVED 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 Town of Fountain Hills Municipal Sponsorship and Naming Rights Policy, Amended and Restated December 15, 2016, is hereby adopted in substantially the form and substance attached hereto as Exhibit A and incorporated herein by reference. SECTION 3. If any section, subsection, sentence, clause, phrase or portion of this Resolution or any part of the 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 4. 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 Resolution. [SIGNATURES ON FOLLOWING PAGE] 28309891 PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, December 15, 2016. FOR THE TOWN OF FOUNTAIN HILLS: ova agh, May r REVIEWED BY: f Grady E. Mille o n Manager 28309S9,1 ATTESTED TO: NO � ww%Opnjrn� �►;wn Clerk APPROVED AS TO FORM: . 0, Lt� An rew J. McGuire, Town Attorney EXHIBIT A TO RESOLUTION 2016-38 [Municipal Sponsorship and Naming Rights Policy, Amended and Restated December 15, 2016] See following pages. 2830989.1 TOWN OF FOUNTAIN HILLS MUNICIPAL SPONSORSHIP AND NAMING RIGHTS POLICY Amended and Restated December 15, 2016 1. Purpose. To establish for the Town of Fountain Hills, Arizona (the "Town") a formal procedure and criteria for the receipt or solicitation of, selection of, and agreements with, persons or entities for Municipal Sponsorships, Co -Sponsorships, Sole Sponsorships and Marketing Arrangements, (including Facility Naming Rights), the following Municipal Sponsorships and Naming Rights Policy (this "Policy") is hereby adopted by the Mayor and Council of the Town (the "Town Council"). This Policy is intended to set forth the process for the Town to participate in Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship and Marketing Arrangement programs to give valuable support to important Town programs, facilities and services for public benefit by (i) providing funding for Town events from private businesses and (ii) allowing the Town to partner with activities provided by outside entities. In doing so, the Town must ensure its actions are consistent and appropriate to the Town's vision, mission and values. This Policy is not intended to apply to Bequests or Donations (each as defined below). This Policy shall: A. Establish Procedures. Establish consistent procedures and practices for receipt or solicitation of Municipal Sponsorships (as defined below), Co -Sponsorships (as defined below), Sole Sponsorships (as defined below) and Marketing Arrangements (as defined below) by Town staff. B. Encourage Sponsorships. Encourage solicitation of Municipal Sponsorship opportunities such as Facility Naming Rights, Sole Sponsorships, Co -Sponsorships, Marketing Arrangements and similar agreements that generate revenue (financial or in -kind) in support of existing and new Town facilities, projects, programs or services. C. Encourage Partnerships. Develop publiclprivate alliances to provide programs, events, venues and services within the Town. D. Encourage Staff Innovation. Empower Town departments to seek Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship and Marketing Arrangement opportunities to provide funds for programs, events, venues or services they might not otherwise be able to provide to Town residents and visitors. E. Safeguard Town Interests and Goals. Ensure that Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship and Marketing Arrangement activities (1) safeguard the Town's assets and interests, (2) support the Town's goals of service to the community and (3) remain responsive to the public's needs and values. F. Establish Naming Framework. Provide a framework within which requests to name public facilities are considered and evaluated. 1189798.4 2. Scope. This Policy shall govern all Town departments regarding the solicitation of, and the unsolicited offers/requests from third parties related to, Municipal Sponsorships, Co -Sponsorships, Sole Sponsorships and Marketing Arrangements for Town programs, projects, events, venues, facilities and services. Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship and Marketing Arrangement solicitations shall be in furtherance of the Town's needs and conducted in accordance with the provisions in this Policy. All Town staff responsible for, or otherwise involved in, Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship and Marketing Arrangement activities on behalf of the Town or their respective departments shall adhere to the policies, procedures and guidelines set forth herein. A. Third Party Solicitation. Subject to the conditions of this Policy, Town staff may solicit or respond to solicitations from third parties for such Municipal Sponsorships, Co -Sponsorships, Sole Sponsorships or Marketing Arrangements for the Town. B. Fair Comoensation. At all times, recognition for Municipal Sponsorships or Marketing Arrangements must be evaluated to ensure the Town is receiving fair and competitive compensation and that such recognition is consistent with the scale of each Sponsor or Marketing Arrangement's contribution. C. Outside the Scope of this Policy. This Policy shall not apply to: (1) Funding obtained through formal grant programs or through intergovernmental agreements with other political subdivisions of the State. (2) Town support of external projects where the Town provides funds to an outside organization (examples include, but are not limited to, grants to Nonprofit Organizations). (3) Gifts, Bequests, or unsolicited Donations to a Town department or the Town where no reciprocal commercial benefit is given or expected and no business relationship exists. 3. Definitions. Bequest. A gift or contribution of cash, goods or services given voluntarily and expressed in writing through a will or other testamentary document. Co -Sponsorship. Participation by the Town (via direct funding, waived fees, staff coordination or technical assistance) in an event that is provided by an outside entity and that is closely aligned with or furthers a core Town program or service. Donation. A gift or contribution of cash, goods or services given voluntarily toward an event, project, program or corporate asset where no reciprocal commercial benefit is given or expected. If reciprocal commercial benefits are given or a business relationship exists with a corporate donor, the contribution will be a Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement, as applicable, and the principles of this Policy will apply. 2189798.4 Facility Naming Rights. The naming of Town -owned and/or operated buildings, structures, natural features and recreational facilities, whether in whole or portions thereof (hereafter referred to individually as a "Facility" or collectively as "Facilities"), and streets, roads or any public rights -of -way (hereafter referred to individually as a "Street" or collectively as the "Streets") within the corporate limits of the Town. Portions of a Facility may have names other than that of the entire Facility and features may be dedicated to or in honor of a person such as "Smith Beach" or "Jones' Amphitheater," subject to the provisions of this Policy. In -Kind Contribution. A contribution received in the form of goods and/or services rather than cash as part of a Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement. Marketing Arrangement. A mutually beneficial business arrangement between the Town and a third party, wherein the third party provides cash and/or in -kind services to the Town in return for access to the commercial marketing potential associated with the Town. Marketing Arrangements may include Municipal Sponsorship or Sole Sponsorship of one or more of the Town's programs, projects, events, Facilities or activities. Municipal Sponsorship. A business relationship in which the Town and another entity exchange things of value, including a public display of support. This value can be financial, in - kind or benefits related to visibility/exposures, publicity or market reach. It should not be confused with Donations (as defined above), the sale of advertising or innovative approaches to purchasing goods or services. Municipal Sponsorships include funds, products or services provided by a company or individual to the Town, in consideration of the opportunity for the company or individual to promote its name, product or service in conjunction with a Town program, project, event, venue or activity. Nonprofit Organizations. Organizations designated as tax-exempt under the Federal Tax Code. Sister Agency. Local government entities that are traditional partners with the Town (i.e. Fountain Hills Unified School District and Fountain Hills Sanitary District). Request for Proposals ("RFP"). An open and competitive process whereby the Town invites companies, subsidiaries or individuals to express their interest in participating, and submit proposals to participate, in Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement opportunities with the Town. Sole Sponsorship. A business relationship in which a company, subsidiary or individual has paid to be the only Sponsor of a Town program, project, event, venue or activity. Sponsor. A company or individual that provides the Town with a Municipal Sponsorship and that enters into a Municipal Sponsorship agreement with the Town to promote itself and/or its products or services. 21897984 Standards of Responsibility. The requisite standards to enter into a Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement with the Town. Factors to be considered in determining whether the standards have been met include, but are not limited to, whether a prospective Sponsor: (i) has available (or the ability to obtain) the appropriate financial, material, equipment, Facility, personnel resources and expertise necessary to indicate its capability to meet all contractual requirements; (ii) is able to comply with required or proposed delivery or performance scheduling; (iii) has a satisfactory record of performance; (iv) has a satisfactory record of integrity and business ethics; and (v) is qualified legally to contract with the Town. 4. Restrictions. In general, the following industries and products are not eligible for Municipal Sponsorships, Co -Sponsorships, Sole Sponsorships or Marketing Arrangements, including Facility Naming Rights, with the Town, but the Town may elect to enter into Municipal Sponsorships, Co -Sponsorships, Sole Sponsorships or Marketing Arrangements with these restricted industries or products when it is deemed appropriate by the Town Council acting in its sole discretion. A. Prohibited or Restricted Products. A company, subsidiary and association with products or services that are prohibited or restricted by Town Code or other governing laws and policies. B. Adult Products. A company or subsidiary whose business is substantially derived from the sale or manufacture of tobacco products, products prohibited under federal law or sexual/adult-oriented products. C. Alcohol Sponsor at Youth -Related Events. Alcoholic beverages when the intended audience of or participants in the Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement are youth under the legal drinking age. D. Parties not Deemed Responsible. Parties that are not deemed responsible under the Standards of Responsibility. E. Parties to Litigation. Parties involved in a lawsuit with the Town. F. Separate Contracts. Parties involved in any stage of negotiations for a Town contract unless the contract is directly linked to a Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship, Marketing Arrangement or Facility Naming Rights opportunity. G. Conflicts of Interest. Individuals or commercial enterprises having past, present or pending business agreements or associations with the Town, if a Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement Agreement would create an appearance of impropriety. H. Pending Land -Use Approval. Parties with an active case for any land -use approval before the Town. 21897984 4 1. Religious or Political Entities. Religious or political associations or candidates running for any political office. 5. Roles and Responsibilities. A. Responsibilities of Town Departments. (1) Initiating Town Department. The initiating Town department shall (a) ensure adherence to the principles and guidelines outlined in this Policy, (b) prepare a proposal setting forth the scope of the program or project as provided in Subsection 6(A) below and (c) work with the Town Finance Division to ensure appropriate budgeting of revenues and expenditures and with the Town Attorney's Office to ensure the integrity of the procurement process and the legal sufficiency of contractual obligations. (2) Finance and Budget. The Finance Division shall provide general guidance, costibenefit analysis, and direction relating to the appropriate budgeting of revenues and expenditures in a manner that maximizes the benefits of each Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship, Marketing Arrangement or Facility Naming Rights arrangement for the initiating Town department, the Town and the Sponsor. (3) Procurement. When applicable, the Town Manager or authorized designee shall oversee the preparation of the RFP or other competitive solicitation for Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship, Marketing Arrangement and Facility Naming Rights opportunities. (4) Town Attorney. The Town Attorney's Office shall provide legal review of any RFP or other competitive solicitation for Municipal Sponsorship, Co - Sponsorship, Sole Sponsorship, Marketing Arrangement and Facility Naming Rights opportunities and oversee the preparation of all Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship, Marketing Arrangement and Facility Naming Rights agreements. (5) Town Manager. The Town Manager shall review all Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship and Marketing Arrangement activities, including interim reports provided from time to time by Town departments. The Town Manager also shall be responsible for determining the frequency of reports by Town departments. 6. Procedures. The Town's participation in Municipal Sponsorship, Co - Sponsorship, Sole Sponsorship, Marketing Arrangement and/or Facility Naming Rights activities shall be according to the procedures set forth below. For Municipal Sponsorships, Co - Sponsorships, Sole Sponsorships, Marketing Arrangements and/or Facility Naming Rights arrangements initiated by the Town, Subsections 6(A) - (G) shall apply; for Municipal Sponsorships, Co -Sponsorships, Sole Sponsorships, Marketing Arrangements and/or Facility Naming Rights arrangements initiated by another person or entity, Subsections 6(B), (D), (E), (F) and (G) shalI apply. 21897984 A. Prepare a Proposal. A Town department considering a potential Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship, Marketing Arrangement or Facility Naming Rights arrangement shall prepare a proposal setting forth the scope of the program or project, including a description of the community benefit, financial goals, means of recognition, potential interested Sponsors, and general marketing strategy if a Marketing Arrangement is involved. The proposal shall be submitted to the Department Director for review and approval. If Facility Naming Rights are involved and will result in a name change to an existing Facility, the history and legacy of the current municipal Facility should be considered and/or incorporated within the new proposed name. All Facility or Street naming shall be in accordance with the additional procedures set forth in Sections 8 and 9 below. B. Estimate Value. If the proposed Municipal Sponsorship or Marketing Arrangement includes Facility Naming Rights or granting Sole Sponsorship, the Department Director shall provide a reasonable basis for determining the value of the Municipal Sponsorship, Marketing Arrangement or Facility Naming Rights opportunity. At the Town Manager's discretion, a qualified third party may be used to establish value. C. Develop and Implement Solicitation. The applicable Town department, working with the Town Attorney, shall develop an RFP for each Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement opportunity valued greater than $10,000 and all Facility Naming Rights opportunities and the most beneficial, qualified response shall be submitted to Town Council with a recommendation for approval. Town -originated Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangements valued at $10,000 or below and revenue producing or "no -cost" Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement opportunities that involve the provision of commodities or services provided either to the Town or the Fountain Hills community in support of Town operations, functions or programs through which the provider will benefit monetarily, must be awarded using a competitive process that is appropriate to the value, complexity and profile of the business opportunity. Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement proposals forwarded to the Town are not subject to competitive solicitations if the proposed Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship, Marketing Arrangement or Facility Naming Rights opportunity is determined through a good faith effort to be unique and without interested competitors. D. Evaluate Submissions. The applicable Town department shall review and analyze all responsive submittals received and shall provide a recommendation of approval or denial to the Town Manager. The submittals shall be reviewed against selection criteria that may include, but are not limited to: (1) Consistency of the prospective entity's products, customers and promotional goals with the Town's character, values and service priorities, including the most recently adopted Town Council goals. (2) The ability for the Town to retain its identity as owner/operator of the Facility or principal provider of the service. 2189798.4 (3) The prospective entity's historical participation and association with community projects, events and continued willingness to participate. (4) The operating and maintenance costs to the Town associated with the proposed sponsorship. (5) Anticipated public perception of the association with the Town and the prospective entity and community support for, or objection to, the prospective entity. (6) The prospective entity's regard for and demonstrated success in valuing diversity. (7) The prospective entity's regard for and demonstrated success in environmental stewardship. E. DeveIop Agreement. In the event a Municipal Sponsorship, Co - Sponsorship, Sole Sponsorship, Marketing Arrangement or Facility Naming Rights proposal is recommended for approval, the Town department will work with the Town Attorney's Office to prepare an agreement consistent with all applicable Town Codes, policies and ordinances. The agreement shall contain a provision granting the Town the right to suspend or terminate the Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship, Marketing Arrangement or Facility Naming Rights agreement if, in the sole discretion of the Town Manager or the Town Council (whichever approved the agreement), the continued arrangement would no longer satisfy the selection criteria by which the arrangement was initially approved. F. Manager Review, Council Approval. The Town Manager shall review all Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship and Marketing Arrangement proposals and shall submit to the Town Council for approval all Municipal Sponsorship, Co - Sponsorship, Sole Sponsorship or Marketing Arrangement Agreements (1) with an aggregate value greater than $50,000, (2) involving Town contributions, whether in cash or as an In -Kind Contribution greater than $50,000, (3) involving a request to close public access to a Town - owned facility for more than one day, (4) involving events lasting longer than one week (including set-up and take -down) and (5) all agreements involving Facility Naming Rights, Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement Agreements not identified in clauses (F)(1)-(5) above may be approved by the Town Manager. G. Record Financial Transaction. In the event a Municipal Sponsorship is received as an In -Kind Contribution of goods or services, the Finance Division shall create and retain a record of that donation and any associated revenue or expense to the Town to document the financial transaction to the Town. 7. Co -Sponsorship Requests. The Town actively supports the efforts of organizations, other governmental agencies and Sister Agencies whose events are (i) held in Town parks and Facilities and (ii) further Town core program goals and services. Such support may include fee waivers, reduced fees, reduced rental charges and Co -Sponsorship. All permit fee waivers and reductions, reduced Facility rentals and Co -Sponsorship agreements must comply with the guidelines and procedures set forth below. 21897984 7 A. Fees. The Town charges everyone a fee to permit and have priority use of any park, amenity, stage or recreation Facility. This fee is to cover extra operational expenses associated with the use or event and to guarantee the space for the permittee. Fees are based upon the purpose and size of the event. Additional fees are charged as set forth in the Town's fee schedule. B. General Requirements for Reduced Fees. The determination as to fee reductions shall be made by the Town Manager or the Town Council, with the authority for such review determined according to the limitations set forth in Subsection 6(F) above. Fees for specific groups may be reduced as set forth in Subsections 7(C) - (F) below. All requests for reduced fees shall be evaluated with the following considerations: (1) The impact on Town staff time. (2) The impact on Town volunteer resources. (3) The number of events submitted per organization or promoter. (4) The dollar value of the fee reduction. (5) The organization or promoter's performance with prior events, including financial reports and event outcomes. The Town may also consider the organization or promoter's overall good standing within the community. C. Reduced. Fees for Nonprofit Organizations. Events sponsored and sanctioned by Nonprofit Organizations (as opposed to simply partnering or associating with a Nonprofit Organization) may be eligible for reduced or waived fees. Nonprofit Organizations applying for a Town permit or Facility rental may be granted a reduction in fees if the following criteria are met: (1) At the time of the request for reduced fees, the Nonprofit Organization provides a copy of the determination letter from the IRS granting the Nonprofit Organization tax-exempt status. (2) The mission of the Nonprofit Organization does not conflict with the Town's regulations, mission or policies. (3) The majority of event proceeds distributed by the organizer will be distributed to entities within the Town of Fountain Hills. (4) The proposed event is unique and distinct, with the potential to bring positive publicity to the Town. (5) All necessary applications and related materials have been provided to the Town for required permits. 21897984 (b) The Nonprofit Organization permit -holder must remain responsible for damage fees and other costs, including, but not limited to, general liability insurance, police coverage, player/team fees, electrical fees, lights, overnight security, concessions, toilet/trash service agreements, fencing and any other additional needs and agreements pertaining to the event. Damage deposits are never waived for events conducted by organizations from outside of Fountain Hills. Events at the Desert Vista Skate Park require an additional damage deposit in addition to the regular park permit procedure. (7) Except for Municipal Sponsorship Agreements, any fee reductions for athletic field permits should be limited to youth tournaments and events only. Youth programs must be based in Fountain Hills and primarily serve Fountain Hills residents. The permit -holder is responsible for the damage deposit and any athletic field light fees. In addition to the requirements set forth above, the following will receive favorable consideration and are highly preferred: (1) Expected attendance of more than 500. (2) Events that are free and open to the public or for which Fountain Hills residents are provided discounts or priority pricing. (3) Innovative regional marketing. (4) Events that generate overnight stays in Fountain Hills. (5) The Nonprofit Organization is based in Fountain Hills. D. Reduced Fees for Commercial or Private Promoter Events. If the organizing body is a commercial, private, or other for -profit venture, the following criteria will be used to evaluate a potential fee waiver. Please note: the criteria below are intended to be minimum, but not complete, standards for the Town to consider a fee waiver; only events that meet or exceed the following minimums will be considered: (1) Events that provide national, regional or state-wide exposure for the Town and draw participants from those locations. (2) Events with expected attendance of 2,000 or more. (3) Events that are unique and distinct, with the potential to bring positive publicity to the Town. (4) Events that have a definable and measurable benefit to the Town including, but not limited to, marketing exposure, sales tax revenue and overnight stays. (5) The event/program should be open to the public. 2199798.4 (6) The event/program should support the Town's core recreation programs, mission and goals. involvement. (7) The event/program should demonstrate community pride and (8) The event/program should not have a religious or political purpose. (9) Priority should be given to events/programs that support or positively impact youth. (10) The sponsoring organization should clearly recognize the Town as a co-sponsor (including logo) on all materials and announcements associated with the event or program, subject to the Town's prior, written approval of the use of the Town logo or trademarks. The Town may display its banners at all co -sponsored events. E. Reduced Fees for New Events. Fountain Hills is an event-fricndly destination; as such, the Town solicits and supports new event opportunities. The Town looks to nurture events that have long term potential for creating a positive impact for both the event organizers and Fountain Hills. First time events often face financial difficulties with startup costs and other initial expenses, and the Town recognizes the value of helping an event find its footing. The Town has developed a tiered system for all event organizers requesting in -kind support for new events. It is the expectation that events become self-supporting after this three year support cycle. (1) Year One: if approved, first year events may receive a fee waiver of up to 100% of Town costs. (2) Year Two: if approved, second year events may receive a fee waiver of up to 50% of Town costs. (3) Year Three: if approved, third year events may receive a fee waiver of up to 25% of Town costs. All applicants will be required to submit: (i) a detailed description of the event; (ii) a pre -event schedule, budget and marketing plan; and (iii) a detailed description of the fees requested to be waived, in -kind contributions to be made by the Town or accommodations to be made by the Town or others. Following the event, recipients are required to submit a post -event financial assessment. Events will not be automatically "renewed" for subsequent years; an application must be submitted for annual review and approval. Fee waiver decisions will be made by the person/entity designated in Subsection 6(F) above. F. Legacy Events. Fountain Hills hosts several events annually that are recognized as pillars in the Fountain Hills Special Event Calendar. These events have long standing reputations in our community and have established an event foundation for residents and guests alike. Due to their long track records of success, these events will have the privilege of operating under the guidelines listed below. "Legacy" status is based upon continuous, 21897984 10 consistent operation by the same entity or organization. If any established "Legacy Event" changes dates, format, impact area, organizer, or other significant component, Legacy status will be suspended until a review of the special event can be completed by the Special Event Committee and the Town Manager. Legacy status may also be forfeited. (1) Rental fees for Town property will be waived for Legacy Events, however all permits, rental costs, and other incurred fees must be paid by the organizer. (2) Legacy Events will still be required to follow all Town Code guidelines for Special Events, including permits, deadlines, traffic control requirements, security, alcohol service, etc. Participating vendors will be required to abide by Fountain Hills Business License requirements. Proceeds from Legacy Events must remain with or be distributed to entities within Fountain Hills. (3) Identified Legacy Events are: Fountain Festival: Organized by the Fountain Hills Chamber of Commerce; held annually on the second full weekend of November; Thursday- Sunday format. The Great Fair: Organized by the Fountain Hills Chamber of Commerce; held annually on the last full weekend of February; Thursday- Sunday format. Oktoberfest: Organized by Fountain Events, Inc.; held annually on the last weekend of September; Friday and Saturday evening format. St. Patrick's Day Celebration: Organized by Fountain Events, Inc.; held annually on the Sunday before March 17. G. Requests for Co -Sponsorship of Other Governments and Sister Agencies. (1) If another governmental entity or Sister Agency (i.e. Fountain Hills Unified School District or Fountain Hills Sanitary District) is only a supporting sponsor for another outside organization, that other outside organization still must apply for Town Co -Sponsorship. (2) If another governmental entity or Sister Agency is the primary organizer for a public program or event, generally the Town will grant a request to be a co-sponsor. Like sponsorship of outside organizations, the governmental entity or Sister Agency still is responsible for all other costs associated with the program or event. (3) The governmental entity or Sister Agency holding the program or event must clearly acknowledge the Town as a co-sponsor on all written materials associated with the event, subject to the Town's prior, written approval of any use of the Town logo or trademarks. 218979S.A 2189798.4 8. Facili1y Naming General Policies. A. Recommendations to Other Bodies. This Policy should be followed in reviewing or preparing the Town's official comments or recommendations to State, Federal, and/or intergovernmental boards taking actions regarding geographic names, naming or renaming of Facilities or Streets. B. Town Request: Town Council Consideration. The Mayor, three members of the Town Council, or the Town Manager may request the naming or renaming of a Facility or a Street. Thereafter, the Town Council shall discuss the requested renaming at a public meeting. C. Bond -Financed Facilities or Streets. If a bond -financed Facility or Street is proposed or requested to be named or renamed, bond counsel must review and approve the request or proposal before consideration at a Town Council meeting. D. Public Notice. The Town Council shall provide appropriate public notice of any Street or Facility naming actions in conjunction with other agenda items for regularly - scheduled meetings. E. Changes to Approved Names. Once a name has been officially approved by the Town Council, changes should be strongly resisted. F. Town Council Discretion. In all cases, the Town Council reserves the right to accept or reject any proposal to name or rename a Street or Facility, in its sole discretion. G. Town Manager Duties. The Town Manager, upon approval of the naming or renaming action by the Town Council, shall implement names or name changes of Facilities or Streets. The Town Manager shall notify those who have submitted the suggestion as well as other appropriate offices and agencies. Upon Town Council denial of a name or name change, the Town Manager shall notify those who requested the name change. 9. Facility Naming Criteria. A. For Facilities and Streets Generally. Recognizing that the naming or renaming of a Facility or Street should be approached cautiously with forethought and deliberation, the following criteria are hereby established: (1) To avoid duplication, confusing similarity or inappropriateness, the Town Council, in considering name suggestions, shall review existing Facility and/or Street names, as applicable. (2) In naming Facilities and Streets, consideration shall be given to geographic location, historical or cultural significance and natural or geological features. In the construction of a Facility, the address designation shall be used until the formal naming of the Facility. Whenever possible, naming shall be made prior to the completion of construction of a Facility or Street. 21897984 13 (3) Facilities and Streets may be named only for a deceased individual or individuals if (i) the individual or individuals has/have enhanced the quality of life within the Town and (ii) two years or more has elapsed between the consideration for naming and the time of death of the individual or, in the case of related individuals, two years after the death of one of the individuals. The deceased individual shall have performed outstanding service in one or more of the following categories: (a) Maintained involvement in a leadership role in civic organizations that are devoted to community improvement. (b) provided assistance to the underprivileged, economically disadvantaged or physically and/or mentally handicapped. (c) Actively promoted and directed community events and activities that have clearly added to the enrichment of the quality and quantity of cultural life within the community. (d) Actively promoted and implemented effective programs and activities within the community for the Town's youth. (e) Actively promoted and implemented effective programs and activities within the community for the Town's senior citizens. (f) Assumed an active leadership role in developing and implementing programs directed to the improvement of the visual aesthetic appearance of the community at the commercial, public or residential level. (g) Assumed an active leadership role in developing programs and Facilities directed toward the improvement of community social and health needs as well as programs directed toward humanitarian purposes. B. Additional Criteria Applicable to Streets. In considering the renaming or naming of a Street, the Town Council shall consider the following: (1) Street names, plats, specific sites and places and natural features indicated on general usage maps for 50 years or more (age criteria applied by the National Register of Historic Places) should be changed only under exceptional circumstances. Street names shall not be similar in spelling or pronunciation to a presently -existing major collector or arterial road in the Phoenix Metropolitan area. No Street shall be named by number only according to the street numbering grid (i.e. 150th Street) unless the Street follows a straight north -south alignment. (2) Attention should be paid to maintaining sequential, numerical and alphabetical naming patterns when considering any Street name changes or additions. All Streets shall be named and numbered consistently with the County -wide street numbering system and no such name or change of name shall take effect until (a) the affected public safety agencies have been notified and (b) all impacted public safety 21897984 14 dispatch maps have been amended. Any extensions of presently -existing Streets within or into the Town shall bear the same name as the existing roadway. No Street name shall contain a homonym. (3) New Streets shall be named according to the following guidelines: (a) In most cases, the Street name will be proposed by the property owner, reviewed by the Town staff and approved by the Town Council as part of its consideration of a final plat for a development within the Town. (b) If an unnamed private Street is dedicated to the Town, the name may be suggested by the property owners thereon, but the Town Council shall make the final determination. (4) No Street shall be renamed unless: (a) The new Street name is not one already well-known in the Phoenix metropolitan area. (b) There are no (or very few) buildings or other addressed Facilities presently existing along the Street. (c) The new Street name will not be confused with other existing Streets in the Town. (d) The new Street name shall not be the same as a specific living person within the Phoenix Metropolitan area. C. Historical Reference. Changes of names for Facilities or Streets should be approved only when they do not violate historical or common usage names. Facilities and Streets may be named after research reveals that the area around the Facility or Street has been commonly, yet unofficially, named by the residents in the area. D. Donor Namine. Facilities and Streets may be permanently named for an individual (alive or deceased), organization, or business if that individual, organization or business has made a donation of money, land or other goods and/or services to the Town equal to at least half the full cost of the Facility or Street, either for purposes of developing a particular Facility or Street or for the Town's Capital Fund. Such arrangements will be called "Permanent Naming." Permanent Naming proposals that are not in accordance with Section 4 of this Policy shall not be considered. 21897984 15 DRAFT: Facility, Street, and Honorary Naming Rights Policy The Town establishes the following FaciI ity, Street and Honorary Naming Rights PoIicyto provide a un if orm set of guide I ines regarding requests for naming or renaming Town faci I ities and the designation of honorary street names. AIIfaciIity,street,and honorary street namesshaII be compatible with community interest and ref ect the values of the Town of Fountain Hi I Is. Al IN am ing Rights Agreements will outline the terms and conditions. 1. This policy shall establish the guidelines,criteria, and process for naming or renaming of Town facilities and honorary streets. 2. The Town Council shall have the final authorityto name and rename Town facilities, streets and designate honorary street names. 3. The Town Counci I may pursue honorary naming for commemorative, cultural, and historic goals or branded namingformarketability, revenue generations, and cost recovery goals at their discretion. 4. Any naming of Town facilities in honorof an individual, family, orentity maybe revoked atthe discretion of the Town Council. 5. The donation of land, facilities, orfundsforthe acquisition, renovation, or maintenance of Town facilities shalI not constitute an obligation by the Town to name the facility orany portion thereof afteran individual, family, orentity. Criteria for Approval for a Facility Recognizingthatthenaming orrenaming ofa Facility should be approached cautiously with forethought and deliberation, the following criteria are hereby established: 1. To avoid duplication, confusing similarity or inappropriateness, the Town Council, in considering name suggestions, shall review existing Facility names, as applicable. 2. In naming Facilities, consideration shall be given to geographic location, historical or cultural significance and natural or geological features. In the construction of a Facility, the address designation shall be used untiltheformal namingofthe Facility. Whenever possible, namingshall be made prior to the completion of construction of a Facility. 3. Facilities may be named only for a deceased individual or individuals if the individual has/have enhanced the quality of life within the Town and two years or more has elapsed between the consideration for naming and the time of death of the individual or, in the case of related individuals, two years after the death of one of the individuals. The deceased individual shall have performed outstanding service in one ormore of the following categories: a. Maintained involvement in a leadership role in civic organizations that are devoted to community improvement. b. Provided assistance to the underprivileged, economically disadvantaged or physically and/or mentally handicapped. c. Actively promoted and directed community events and activities that have clearly added to the enrichment of the quality and quantity of cultural life within the community. d. Actively promoted and implemented effective programs and activities within the community forthe Town's youth. e. Actively promoted and implemented effective programs and activities within the community forthe Town's seniorcitizens. f. Assumed an active leadership role in developing and implementing programs directedto the improvement of the visual aesthetic appearance of the community at the commercial, publicor residential level. g. Assumed an active leadership role in developing programs and Facilities directed toward the improvement of community social and health needs as well as programs directed toward humanitarian purposes. Formal Street Naming Criteria Recognizing that formal or honorary street namingshould be approached cautiously with forethought and deliberation, the following criteria are hereby established: 1. In considering the formal naming or renaming of a Street, the Town Council shall consider the following: a. Street names, plats, specific sites and places and natural features indicated on general usage maps for 50 years or more (age criteria applied by the National Register of Historic Places) should be changed only under exceptional circumstances. Street names shall not be similar in spelling or pronunciation to a presently -existing major col Iectoror arterial road in the Phoenix Metropolitan area. No Street shal I be named by numberonly according to the street numbering grid (i.e.150th Street) unlessthe Street foI lows a straight north -south alignment. No honorary street signage should be the same colorscheme as permanent Town streetsigns. 2. NewStreetsshall be named accordingtothe following guidelines: a. In mostcases, the Street name will be proposed bythe propertyowner, reviewed bythe Town staff and approved by the Town Council as part of its consideration of a final plat fora development within the Town. b. If an unnamed private Street is dedicated to the Town, the name may be suggested by the property ownersthereon, butthe Town Council shall make the final determination. c. No Street shall be renamed unless: d. The new Street name is not one already well-known in the Phoenix metropolitan area. e. There are no (or veryfew) buildings or other addressed Facilities presently existing along the Street. f. The new Street name wil I not be confused with otherexisting Streets in the Town. g. The new Street name shal I not be the same as a specific I ivi ng person within the Phoenix Metropolitan area. Honorary Street Naming Criteria Honorary street names are intended to recognize and honor individuals or groups without changing the official name or postal addresses of residences and businesses on the street. This policy applies to all pub is streets in the town and does not attempt to regulate honorary street names on private streets and driveways. Honorary or commemorative streets maybe named according tot he foIIowing guidelines: 1. The tribute of an honorary street naming shall be considered for an individual, living or dead, if the individual has provided creditable service to the community and has attained prominence locally based on contributions to the public. 2. Honorary streets many be named to recognize a significant historical event or individual. 3. Honorary street names do not have any impact on addressing and do not change the official street name. 4. Commercial and corporate related recognition does not qualify underthis policy ITEM 8. H. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 05/04/2021 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Community Services Prepared by: Rachael Goodwin, Community Services Director Staff Contact Information: Rachael Goodwin, Community Services Director Request to Town Council Regular Meeting (Agenda Language): DISCUSSION WITH POSSIBLE DIRECTION regarding the proposed Sponsorship Policy for Town Events, Programs, and Services. Staff Summary (Background) At the request of the Town Council, staff has evaluated and proposed changes to the existing Sponsorship and Naming Rights Policy. The original policy, adopted in 2014 and amended in 2016, has been divided into separate sections to improve public understanding and staff application. The Sponsorship Policy for Town Events, Programs, and Services portion has been drafted to include specific language defining a Sponsorship as incoming support of a Town produced event, program, or service. The policy outlines the criteria and expectations of the sponsor as well as the guidelines under which sponsorships will be accepted. Additional language has been included to clarify the roles and responsibilities of both parties, criteria for approval, and permissible content. Related Ordinance, Policy or Guiding Principle Current Naming Rights and Sponsorship Policy, adopted in 2014, amended in 2016 Risk Analysis The update and expansion of the Sponsorship Policy for Town Events, Programs, and Services allows for greater public transparency, improved staff application, and more accountability when soliciting, accepting, and executing sponsorship agreements. Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) Staff recommends Town Council review and possible direction regarding the proposed Sponsorship Policy for Town Events, Programs, and Services. SUGGESTED MOTION MOVE to direct staff to bring a revised Sponsorship Policy for Town Events, Programs, and Services for Council consideration and approval. Attachments 2016 Naming Rights and Sponsorship Policy Draft Sponsorship Policy for Town Events, Programs and Services Inbox Community Services Director (Originator) Finance Director Town Attorney Town Manager Form Started By: Rachael Goodwin Final Approval Date: 04/23/2021 Form Review Reviewed By Date Rachael Goodwin 04/22/2021 05:07 PM David Pock 04/23/2021 05:25 AM Aaron D. Arnson 04/23/2021 09:06 AM Grady E. Miller 04/23/2021 10:20 AM Started On: 04/22/202102:59 PM RESOLUTION 2016-38 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, ADOPTING THE TOWN OF FOUNTAIN HILLS MUNICIPAL SPONSORSHIP AND NAMING RIGHTS POLICY, AMENDED AND RESTATED DECEMBER 15, 2016. WHEREAS, the Mayor and Council of the Town of Fountain Hills (the "Town Council") has determined that it is in the best interests of the citizens of Fountain Hills to establish a formal procedure and criteria for the receipt or solicitation of, selection of, and agreements with persons or entities for municipal sponsorships, co -sponsorships, sole sponsorships and marketing arrangements (including facility naming rights); and WHEREAS, the Town Council approved Resolution No. 2014-36 on August 7, 2014, adopting the Town of Fountain Hills Municipal Sponsorship and Naming Rights Policy (the "Existing Naming Policy"); and WHEREAS, the Town Council desires to amend and restate the Existing Naming Policy to amend the procedures for special event fee waivers. NOW, THEREFORE, BE IT RESOLVED 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 Town of Fountain Hills Municipal Sponsorship and Naming Rights Policy, Amended and Restated December 15, 2016, is hereby adopted in substantially the form and substance attached hereto as Exhibit A and incorporated herein by reference. SECTION 3. If any section, subsection, sentence, clause, phrase or portion of this Resolution or any part of the 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 4. 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 Resolution. [SIGNATURES ON FOLLOWING PAGE] 28309891 PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills, Arizona, December 15, 2016. FOR THE TOWN OF FOUNTAIN HILLS: ova agh, May r REVIEWED BY: f Grady E. Mille o n Manager 28309S9,1 ATTESTED TO: NO � ww%Opnjrn� �►;wn Clerk APPROVED AS TO FORM: . 0, Lt� An rew J. McGuire, Town Attorney EXHIBIT A TO RESOLUTION 2016-38 [Municipal Sponsorship and Naming Rights Policy, Amended and Restated December 15, 2016] See following pages. 2830989.1 TOWN OF FOUNTAIN HILLS MUNICIPAL SPONSORSHIP AND NAMING RIGHTS POLICY Amended and Restated December 15, 2016 1. Purpose. To establish for the Town of Fountain Hills, Arizona (the "Town") a formal procedure and criteria for the receipt or solicitation of, selection of, and agreements with, persons or entities for Municipal Sponsorships, Co -Sponsorships, Sole Sponsorships and Marketing Arrangements, (including Facility Naming Rights), the following Municipal Sponsorships and Naming Rights Policy (this "Policy") is hereby adopted by the Mayor and Council of the Town (the "Town Council"). This Policy is intended to set forth the process for the Town to participate in Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship and Marketing Arrangement programs to give valuable support to important Town programs, facilities and services for public benefit by (i) providing funding for Town events from private businesses and (ii) allowing the Town to partner with activities provided by outside entities. In doing so, the Town must ensure its actions are consistent and appropriate to the Town's vision, mission and values. This Policy is not intended to apply to Bequests or Donations (each as defined below). This Policy shall: A. Establish Procedures. Establish consistent procedures and practices for receipt or solicitation of Municipal Sponsorships (as defined below), Co -Sponsorships (as defined below), Sole Sponsorships (as defined below) and Marketing Arrangements (as defined below) by Town staff. B. Encourage Sponsorships. Encourage solicitation of Municipal Sponsorship opportunities such as Facility Naming Rights, Sole Sponsorships, Co -Sponsorships, Marketing Arrangements and similar agreements that generate revenue (financial or in -kind) in support of existing and new Town facilities, projects, programs or services. C. Encourage Partnerships. Develop publiclprivate alliances to provide programs, events, venues and services within the Town. D. Encourage Staff Innovation. Empower Town departments to seek Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship and Marketing Arrangement opportunities to provide funds for programs, events, venues or services they might not otherwise be able to provide to Town residents and visitors. E. Safeguard Town Interests and Goals. Ensure that Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship and Marketing Arrangement activities (1) safeguard the Town's assets and interests, (2) support the Town's goals of service to the community and (3) remain responsive to the public's needs and values. F. Establish Naming Framework. Provide a framework within which requests to name public facilities are considered and evaluated. 1189798.4 2. Scope. This Policy shall govern all Town departments regarding the solicitation of, and the unsolicited offers/requests from third parties related to, Municipal Sponsorships, Co -Sponsorships, Sole Sponsorships and Marketing Arrangements for Town programs, projects, events, venues, facilities and services. Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship and Marketing Arrangement solicitations shall be in furtherance of the Town's needs and conducted in accordance with the provisions in this Policy. All Town staff responsible for, or otherwise involved in, Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship and Marketing Arrangement activities on behalf of the Town or their respective departments shall adhere to the policies, procedures and guidelines set forth herein. A. Third Party Solicitation. Subject to the conditions of this Policy, Town staff may solicit or respond to solicitations from third parties for such Municipal Sponsorships, Co -Sponsorships, Sole Sponsorships or Marketing Arrangements for the Town. B. Fair Comoensation. At all times, recognition for Municipal Sponsorships or Marketing Arrangements must be evaluated to ensure the Town is receiving fair and competitive compensation and that such recognition is consistent with the scale of each Sponsor or Marketing Arrangement's contribution. C. Outside the Scope of this Policy. This Policy shall not apply to: (1) Funding obtained through formal grant programs or through intergovernmental agreements with other political subdivisions of the State. (2) Town support of external projects where the Town provides funds to an outside organization (examples include, but are not limited to, grants to Nonprofit Organizations). (3) Gifts, Bequests, or unsolicited Donations to a Town department or the Town where no reciprocal commercial benefit is given or expected and no business relationship exists. 3. Definitions. Bequest. A gift or contribution of cash, goods or services given voluntarily and expressed in writing through a will or other testamentary document. Co -Sponsorship. Participation by the Town (via direct funding, waived fees, staff coordination or technical assistance) in an event that is provided by an outside entity and that is closely aligned with or furthers a core Town program or service. Donation. A gift or contribution of cash, goods or services given voluntarily toward an event, project, program or corporate asset where no reciprocal commercial benefit is given or expected. If reciprocal commercial benefits are given or a business relationship exists with a corporate donor, the contribution will be a Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement, as applicable, and the principles of this Policy will apply. 2189798.4 Facility Naming Rights. The naming of Town -owned and/or operated buildings, structures, natural features and recreational facilities, whether in whole or portions thereof (hereafter referred to individually as a "Facility" or collectively as "Facilities"), and streets, roads or any public rights -of -way (hereafter referred to individually as a "Street" or collectively as the "Streets") within the corporate limits of the Town. Portions of a Facility may have names other than that of the entire Facility and features may be dedicated to or in honor of a person such as "Smith Beach" or "Jones' Amphitheater," subject to the provisions of this Policy. In -Kind Contribution. A contribution received in the form of goods and/or services rather than cash as part of a Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement. Marketing Arrangement. A mutually beneficial business arrangement between the Town and a third party, wherein the third party provides cash and/or in -kind services to the Town in return for access to the commercial marketing potential associated with the Town. Marketing Arrangements may include Municipal Sponsorship or Sole Sponsorship of one or more of the Town's programs, projects, events, Facilities or activities. Municipal Sponsorship. A business relationship in which the Town and another entity exchange things of value, including a public display of support. This value can be financial, in - kind or benefits related to visibility/exposures, publicity or market reach. It should not be confused with Donations (as defined above), the sale of advertising or innovative approaches to purchasing goods or services. Municipal Sponsorships include funds, products or services provided by a company or individual to the Town, in consideration of the opportunity for the company or individual to promote its name, product or service in conjunction with a Town program, project, event, venue or activity. Nonprofit Organizations. Organizations designated as tax-exempt under the Federal Tax Code. Sister Agency. Local government entities that are traditional partners with the Town (i.e. Fountain Hills Unified School District and Fountain Hills Sanitary District). Request for Proposals ("RFP"). An open and competitive process whereby the Town invites companies, subsidiaries or individuals to express their interest in participating, and submit proposals to participate, in Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement opportunities with the Town. Sole Sponsorship. A business relationship in which a company, subsidiary or individual has paid to be the only Sponsor of a Town program, project, event, venue or activity. Sponsor. A company or individual that provides the Town with a Municipal Sponsorship and that enters into a Municipal Sponsorship agreement with the Town to promote itself and/or its products or services. 21897984 Standards of Responsibility. The requisite standards to enter into a Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement with the Town. Factors to be considered in determining whether the standards have been met include, but are not limited to, whether a prospective Sponsor: (i) has available (or the ability to obtain) the appropriate financial, material, equipment, Facility, personnel resources and expertise necessary to indicate its capability to meet all contractual requirements; (ii) is able to comply with required or proposed delivery or performance scheduling; (iii) has a satisfactory record of performance; (iv) has a satisfactory record of integrity and business ethics; and (v) is qualified legally to contract with the Town. 4. Restrictions. In general, the following industries and products are not eligible for Municipal Sponsorships, Co -Sponsorships, Sole Sponsorships or Marketing Arrangements, including Facility Naming Rights, with the Town, but the Town may elect to enter into Municipal Sponsorships, Co -Sponsorships, Sole Sponsorships or Marketing Arrangements with these restricted industries or products when it is deemed appropriate by the Town Council acting in its sole discretion. A. Prohibited or Restricted Products. A company, subsidiary and association with products or services that are prohibited or restricted by Town Code or other governing laws and policies. B. Adult Products. A company or subsidiary whose business is substantially derived from the sale or manufacture of tobacco products, products prohibited under federal law or sexual/adult-oriented products. C. Alcohol Sponsor at Youth -Related Events. Alcoholic beverages when the intended audience of or participants in the Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement are youth under the legal drinking age. D. Parties not Deemed Responsible. Parties that are not deemed responsible under the Standards of Responsibility. E. Parties to Litigation. Parties involved in a lawsuit with the Town. F. Separate Contracts. Parties involved in any stage of negotiations for a Town contract unless the contract is directly linked to a Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship, Marketing Arrangement or Facility Naming Rights opportunity. G. Conflicts of Interest. Individuals or commercial enterprises having past, present or pending business agreements or associations with the Town, if a Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement Agreement would create an appearance of impropriety. H. Pending Land -Use Approval. Parties with an active case for any land -use approval before the Town. 21897984 4 1. Religious or Political Entities. Religious or political associations or candidates running for any political office. 5. Roles and Responsibilities. A. Responsibilities of Town Departments. (1) Initiating Town Department. The initiating Town department shall (a) ensure adherence to the principles and guidelines outlined in this Policy, (b) prepare a proposal setting forth the scope of the program or project as provided in Subsection 6(A) below and (c) work with the Town Finance Division to ensure appropriate budgeting of revenues and expenditures and with the Town Attorney's Office to ensure the integrity of the procurement process and the legal sufficiency of contractual obligations. (2) Finance and Budget. The Finance Division shall provide general guidance, costibenefit analysis, and direction relating to the appropriate budgeting of revenues and expenditures in a manner that maximizes the benefits of each Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship, Marketing Arrangement or Facility Naming Rights arrangement for the initiating Town department, the Town and the Sponsor. (3) Procurement. When applicable, the Town Manager or authorized designee shall oversee the preparation of the RFP or other competitive solicitation for Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship, Marketing Arrangement and Facility Naming Rights opportunities. (4) Town Attorney. The Town Attorney's Office shall provide legal review of any RFP or other competitive solicitation for Municipal Sponsorship, Co - Sponsorship, Sole Sponsorship, Marketing Arrangement and Facility Naming Rights opportunities and oversee the preparation of all Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship, Marketing Arrangement and Facility Naming Rights agreements. (5) Town Manager. The Town Manager shall review all Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship and Marketing Arrangement activities, including interim reports provided from time to time by Town departments. The Town Manager also shall be responsible for determining the frequency of reports by Town departments. 6. Procedures. The Town's participation in Municipal Sponsorship, Co - Sponsorship, Sole Sponsorship, Marketing Arrangement and/or Facility Naming Rights activities shall be according to the procedures set forth below. For Municipal Sponsorships, Co - Sponsorships, Sole Sponsorships, Marketing Arrangements and/or Facility Naming Rights arrangements initiated by the Town, Subsections 6(A) - (G) shall apply; for Municipal Sponsorships, Co -Sponsorships, Sole Sponsorships, Marketing Arrangements and/or Facility Naming Rights arrangements initiated by another person or entity, Subsections 6(B), (D), (E), (F) and (G) shalI apply. 21897984 A. Prepare a Proposal. A Town department considering a potential Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship, Marketing Arrangement or Facility Naming Rights arrangement shall prepare a proposal setting forth the scope of the program or project, including a description of the community benefit, financial goals, means of recognition, potential interested Sponsors, and general marketing strategy if a Marketing Arrangement is involved. The proposal shall be submitted to the Department Director for review and approval. If Facility Naming Rights are involved and will result in a name change to an existing Facility, the history and legacy of the current municipal Facility should be considered and/or incorporated within the new proposed name. All Facility or Street naming shall be in accordance with the additional procedures set forth in Sections 8 and 9 below. B. Estimate Value. If the proposed Municipal Sponsorship or Marketing Arrangement includes Facility Naming Rights or granting Sole Sponsorship, the Department Director shall provide a reasonable basis for determining the value of the Municipal Sponsorship, Marketing Arrangement or Facility Naming Rights opportunity. At the Town Manager's discretion, a qualified third party may be used to establish value. C. Develop and Implement Solicitation. The applicable Town department, working with the Town Attorney, shall develop an RFP for each Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement opportunity valued greater than $10,000 and all Facility Naming Rights opportunities and the most beneficial, qualified response shall be submitted to Town Council with a recommendation for approval. Town -originated Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangements valued at $10,000 or below and revenue producing or "no -cost" Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement opportunities that involve the provision of commodities or services provided either to the Town or the Fountain Hills community in support of Town operations, functions or programs through which the provider will benefit monetarily, must be awarded using a competitive process that is appropriate to the value, complexity and profile of the business opportunity. Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement proposals forwarded to the Town are not subject to competitive solicitations if the proposed Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship, Marketing Arrangement or Facility Naming Rights opportunity is determined through a good faith effort to be unique and without interested competitors. D. Evaluate Submissions. The applicable Town department shall review and analyze all responsive submittals received and shall provide a recommendation of approval or denial to the Town Manager. The submittals shall be reviewed against selection criteria that may include, but are not limited to: (1) Consistency of the prospective entity's products, customers and promotional goals with the Town's character, values and service priorities, including the most recently adopted Town Council goals. (2) The ability for the Town to retain its identity as owner/operator of the Facility or principal provider of the service. 2189798.4 (3) The prospective entity's historical participation and association with community projects, events and continued willingness to participate. (4) The operating and maintenance costs to the Town associated with the proposed sponsorship. (5) Anticipated public perception of the association with the Town and the prospective entity and community support for, or objection to, the prospective entity. (6) The prospective entity's regard for and demonstrated success in valuing diversity. (7) The prospective entity's regard for and demonstrated success in environmental stewardship. E. DeveIop Agreement. In the event a Municipal Sponsorship, Co - Sponsorship, Sole Sponsorship, Marketing Arrangement or Facility Naming Rights proposal is recommended for approval, the Town department will work with the Town Attorney's Office to prepare an agreement consistent with all applicable Town Codes, policies and ordinances. The agreement shall contain a provision granting the Town the right to suspend or terminate the Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship, Marketing Arrangement or Facility Naming Rights agreement if, in the sole discretion of the Town Manager or the Town Council (whichever approved the agreement), the continued arrangement would no longer satisfy the selection criteria by which the arrangement was initially approved. F. Manager Review, Council Approval. The Town Manager shall review all Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship and Marketing Arrangement proposals and shall submit to the Town Council for approval all Municipal Sponsorship, Co - Sponsorship, Sole Sponsorship or Marketing Arrangement Agreements (1) with an aggregate value greater than $50,000, (2) involving Town contributions, whether in cash or as an In -Kind Contribution greater than $50,000, (3) involving a request to close public access to a Town - owned facility for more than one day, (4) involving events lasting longer than one week (including set-up and take -down) and (5) all agreements involving Facility Naming Rights, Municipal Sponsorship, Co -Sponsorship, Sole Sponsorship or Marketing Arrangement Agreements not identified in clauses (F)(1)-(5) above may be approved by the Town Manager. G. Record Financial Transaction. In the event a Municipal Sponsorship is received as an In -Kind Contribution of goods or services, the Finance Division shall create and retain a record of that donation and any associated revenue or expense to the Town to document the financial transaction to the Town. 7. Co -Sponsorship Requests. The Town actively supports the efforts of organizations, other governmental agencies and Sister Agencies whose events are (i) held in Town parks and Facilities and (ii) further Town core program goals and services. Such support may include fee waivers, reduced fees, reduced rental charges and Co -Sponsorship. All permit fee waivers and reductions, reduced Facility rentals and Co -Sponsorship agreements must comply with the guidelines and procedures set forth below. 21897984 7 A. Fees. The Town charges everyone a fee to permit and have priority use of any park, amenity, stage or recreation Facility. This fee is to cover extra operational expenses associated with the use or event and to guarantee the space for the permittee. Fees are based upon the purpose and size of the event. Additional fees are charged as set forth in the Town's fee schedule. B. General Requirements for Reduced Fees. The determination as to fee reductions shall be made by the Town Manager or the Town Council, with the authority for such review determined according to the limitations set forth in Subsection 6(F) above. Fees for specific groups may be reduced as set forth in Subsections 7(C) - (F) below. All requests for reduced fees shall be evaluated with the following considerations: (1) The impact on Town staff time. (2) The impact on Town volunteer resources. (3) The number of events submitted per organization or promoter. (4) The dollar value of the fee reduction. (5) The organization or promoter's performance with prior events, including financial reports and event outcomes. The Town may also consider the organization or promoter's overall good standing within the community. C. Reduced. Fees for Nonprofit Organizations. Events sponsored and sanctioned by Nonprofit Organizations (as opposed to simply partnering or associating with a Nonprofit Organization) may be eligible for reduced or waived fees. Nonprofit Organizations applying for a Town permit or Facility rental may be granted a reduction in fees if the following criteria are met: (1) At the time of the request for reduced fees, the Nonprofit Organization provides a copy of the determination letter from the IRS granting the Nonprofit Organization tax-exempt status. (2) The mission of the Nonprofit Organization does not conflict with the Town's regulations, mission or policies. (3) The majority of event proceeds distributed by the organizer will be distributed to entities within the Town of Fountain Hills. (4) The proposed event is unique and distinct, with the potential to bring positive publicity to the Town. (5) All necessary applications and related materials have been provided to the Town for required permits. 21897984 (b) The Nonprofit Organization permit -holder must remain responsible for damage fees and other costs, including, but not limited to, general liability insurance, police coverage, player/team fees, electrical fees, lights, overnight security, concessions, toilet/trash service agreements, fencing and any other additional needs and agreements pertaining to the event. Damage deposits are never waived for events conducted by organizations from outside of Fountain Hills. Events at the Desert Vista Skate Park require an additional damage deposit in addition to the regular park permit procedure. (7) Except for Municipal Sponsorship Agreements, any fee reductions for athletic field permits should be limited to youth tournaments and events only. Youth programs must be based in Fountain Hills and primarily serve Fountain Hills residents. The permit -holder is responsible for the damage deposit and any athletic field light fees. In addition to the requirements set forth above, the following will receive favorable consideration and are highly preferred: (1) Expected attendance of more than 500. (2) Events that are free and open to the public or for which Fountain Hills residents are provided discounts or priority pricing. (3) Innovative regional marketing. (4) Events that generate overnight stays in Fountain Hills. (5) The Nonprofit Organization is based in Fountain Hills. D. Reduced Fees for Commercial or Private Promoter Events. If the organizing body is a commercial, private, or other for -profit venture, the following criteria will be used to evaluate a potential fee waiver. Please note: the criteria below are intended to be minimum, but not complete, standards for the Town to consider a fee waiver; only events that meet or exceed the following minimums will be considered: (1) Events that provide national, regional or state-wide exposure for the Town and draw participants from those locations. (2) Events with expected attendance of 2,000 or more. (3) Events that are unique and distinct, with the potential to bring positive publicity to the Town. (4) Events that have a definable and measurable benefit to the Town including, but not limited to, marketing exposure, sales tax revenue and overnight stays. (5) The event/program should be open to the public. 2199798.4 (6) The event/program should support the Town's core recreation programs, mission and goals. involvement. (7) The event/program should demonstrate community pride and (8) The event/program should not have a religious or political purpose. (9) Priority should be given to events/programs that support or positively impact youth. (10) The sponsoring organization should clearly recognize the Town as a co-sponsor (including logo) on all materials and announcements associated with the event or program, subject to the Town's prior, written approval of the use of the Town logo or trademarks. The Town may display its banners at all co -sponsored events. E. Reduced Fees for New Events. Fountain Hills is an event-fricndly destination; as such, the Town solicits and supports new event opportunities. The Town looks to nurture events that have long term potential for creating a positive impact for both the event organizers and Fountain Hills. First time events often face financial difficulties with startup costs and other initial expenses, and the Town recognizes the value of helping an event find its footing. The Town has developed a tiered system for all event organizers requesting in -kind support for new events. It is the expectation that events become self-supporting after this three year support cycle. (1) Year One: if approved, first year events may receive a fee waiver of up to 100% of Town costs. (2) Year Two: if approved, second year events may receive a fee waiver of up to 50% of Town costs. (3) Year Three: if approved, third year events may receive a fee waiver of up to 25% of Town costs. All applicants will be required to submit: (i) a detailed description of the event; (ii) a pre -event schedule, budget and marketing plan; and (iii) a detailed description of the fees requested to be waived, in -kind contributions to be made by the Town or accommodations to be made by the Town or others. Following the event, recipients are required to submit a post -event financial assessment. Events will not be automatically "renewed" for subsequent years; an application must be submitted for annual review and approval. Fee waiver decisions will be made by the person/entity designated in Subsection 6(F) above. F. Legacy Events. Fountain Hills hosts several events annually that are recognized as pillars in the Fountain Hills Special Event Calendar. These events have long standing reputations in our community and have established an event foundation for residents and guests alike. Due to their long track records of success, these events will have the privilege of operating under the guidelines listed below. "Legacy" status is based upon continuous, 21897984 10 consistent operation by the same entity or organization. If any established "Legacy Event" changes dates, format, impact area, organizer, or other significant component, Legacy status will be suspended until a review of the special event can be completed by the Special Event Committee and the Town Manager. Legacy status may also be forfeited. (1) Rental fees for Town property will be waived for Legacy Events, however all permits, rental costs, and other incurred fees must be paid by the organizer. (2) Legacy Events will still be required to follow all Town Code guidelines for Special Events, including permits, deadlines, traffic control requirements, security, alcohol service, etc. Participating vendors will be required to abide by Fountain Hills Business License requirements. Proceeds from Legacy Events must remain with or be distributed to entities within Fountain Hills. (3) Identified Legacy Events are: Fountain Festival: Organized by the Fountain Hills Chamber of Commerce; held annually on the second full weekend of November; Thursday- Sunday format. The Great Fair: Organized by the Fountain Hills Chamber of Commerce; held annually on the last full weekend of February; Thursday- Sunday format. Oktoberfest: Organized by Fountain Events, Inc.; held annually on the last weekend of September; Friday and Saturday evening format. St. Patrick's Day Celebration: Organized by Fountain Events, Inc.; held annually on the Sunday before March 17. G. Requests for Co -Sponsorship of Other Governments and Sister Agencies. (1) If another governmental entity or Sister Agency (i.e. Fountain Hills Unified School District or Fountain Hills Sanitary District) is only a supporting sponsor for another outside organization, that other outside organization still must apply for Town Co -Sponsorship. (2) If another governmental entity or Sister Agency is the primary organizer for a public program or event, generally the Town will grant a request to be a co-sponsor. Like sponsorship of outside organizations, the governmental entity or Sister Agency still is responsible for all other costs associated with the program or event. (3) The governmental entity or Sister Agency holding the program or event must clearly acknowledge the Town as a co-sponsor on all written materials associated with the event, subject to the Town's prior, written approval of any use of the Town logo or trademarks. 218979S.A 2189798.4 8. Facili1y Naming General Policies. A. Recommendations to Other Bodies. This Policy should be followed in reviewing or preparing the Town's official comments or recommendations to State, Federal, and/or intergovernmental boards taking actions regarding geographic names, naming or renaming of Facilities or Streets. B. Town Request: Town Council Consideration. The Mayor, three members of the Town Council, or the Town Manager may request the naming or renaming of a Facility or a Street. Thereafter, the Town Council shall discuss the requested renaming at a public meeting. C. Bond -Financed Facilities or Streets. If a bond -financed Facility or Street is proposed or requested to be named or renamed, bond counsel must review and approve the request or proposal before consideration at a Town Council meeting. D. Public Notice. The Town Council shall provide appropriate public notice of any Street or Facility naming actions in conjunction with other agenda items for regularly - scheduled meetings. E. Changes to Approved Names. Once a name has been officially approved by the Town Council, changes should be strongly resisted. F. Town Council Discretion. In all cases, the Town Council reserves the right to accept or reject any proposal to name or rename a Street or Facility, in its sole discretion. G. Town Manager Duties. The Town Manager, upon approval of the naming or renaming action by the Town Council, shall implement names or name changes of Facilities or Streets. The Town Manager shall notify those who have submitted the suggestion as well as other appropriate offices and agencies. Upon Town Council denial of a name or name change, the Town Manager shall notify those who requested the name change. 9. Facility Naming Criteria. A. For Facilities and Streets Generally. Recognizing that the naming or renaming of a Facility or Street should be approached cautiously with forethought and deliberation, the following criteria are hereby established: (1) To avoid duplication, confusing similarity or inappropriateness, the Town Council, in considering name suggestions, shall review existing Facility and/or Street names, as applicable. (2) In naming Facilities and Streets, consideration shall be given to geographic location, historical or cultural significance and natural or geological features. In the construction of a Facility, the address designation shall be used until the formal naming of the Facility. Whenever possible, naming shall be made prior to the completion of construction of a Facility or Street. 21897984 13 (3) Facilities and Streets may be named only for a deceased individual or individuals if (i) the individual or individuals has/have enhanced the quality of life within the Town and (ii) two years or more has elapsed between the consideration for naming and the time of death of the individual or, in the case of related individuals, two years after the death of one of the individuals. The deceased individual shall have performed outstanding service in one or more of the following categories: (a) Maintained involvement in a leadership role in civic organizations that are devoted to community improvement. (b) provided assistance to the underprivileged, economically disadvantaged or physically and/or mentally handicapped. (c) Actively promoted and directed community events and activities that have clearly added to the enrichment of the quality and quantity of cultural life within the community. (d) Actively promoted and implemented effective programs and activities within the community for the Town's youth. (e) Actively promoted and implemented effective programs and activities within the community for the Town's senior citizens. (f) Assumed an active leadership role in developing and implementing programs directed to the improvement of the visual aesthetic appearance of the community at the commercial, public or residential level. (g) Assumed an active leadership role in developing programs and Facilities directed toward the improvement of community social and health needs as well as programs directed toward humanitarian purposes. B. Additional Criteria Applicable to Streets. In considering the renaming or naming of a Street, the Town Council shall consider the following: (1) Street names, plats, specific sites and places and natural features indicated on general usage maps for 50 years or more (age criteria applied by the National Register of Historic Places) should be changed only under exceptional circumstances. Street names shall not be similar in spelling or pronunciation to a presently -existing major collector or arterial road in the Phoenix Metropolitan area. No Street shall be named by number only according to the street numbering grid (i.e. 150th Street) unless the Street follows a straight north -south alignment. (2) Attention should be paid to maintaining sequential, numerical and alphabetical naming patterns when considering any Street name changes or additions. All Streets shall be named and numbered consistently with the County -wide street numbering system and no such name or change of name shall take effect until (a) the affected public safety agencies have been notified and (b) all impacted public safety 21897984 14 dispatch maps have been amended. Any extensions of presently -existing Streets within or into the Town shall bear the same name as the existing roadway. No Street name shall contain a homonym. (3) New Streets shall be named according to the following guidelines: (a) In most cases, the Street name will be proposed by the property owner, reviewed by the Town staff and approved by the Town Council as part of its consideration of a final plat for a development within the Town. (b) If an unnamed private Street is dedicated to the Town, the name may be suggested by the property owners thereon, but the Town Council shall make the final determination. (4) No Street shall be renamed unless: (a) The new Street name is not one already well-known in the Phoenix metropolitan area. (b) There are no (or very few) buildings or other addressed Facilities presently existing along the Street. (c) The new Street name will not be confused with other existing Streets in the Town. (d) The new Street name shall not be the same as a specific living person within the Phoenix Metropolitan area. C. Historical Reference. Changes of names for Facilities or Streets should be approved only when they do not violate historical or common usage names. Facilities and Streets may be named after research reveals that the area around the Facility or Street has been commonly, yet unofficially, named by the residents in the area. D. Donor Namine. Facilities and Streets may be permanently named for an individual (alive or deceased), organization, or business if that individual, organization or business has made a donation of money, land or other goods and/or services to the Town equal to at least half the full cost of the Facility or Street, either for purposes of developing a particular Facility or Street or for the Town's Capital Fund. Such arrangements will be called "Permanent Naming." Permanent Naming proposals that are not in accordance with Section 4 of this Policy shall not be considered. 21897984 15 DRAFT: Sponsorship Policy for Town Events, Programs, and Services The Town of Fountain Hills shall seek sponsors that further its mission by providing monetary or in -kind support for Town programs or services. The Town realizes that the publictrust and perception of its impartiality maybe damaged by sponsorships that are aesthetically displeasing, politically oriented, or offensive to segments of its citizenry. When the Town loses public trust and public perception of impartiality, its a bi I ity to govern effectively in the interest of its citizens is impaired. Therefore, the Town permits private sponsorships of government events, programs, or services in limited circumstances as a means to generate funds for improving or expanding those events, programs and services. The Town currently limits its sponsorship program to nonpublic forums and exercises sole discretion over who is eligible to become a sponsor accord ingto the terms of this Policy. Whenever possible, sponsorships shall be linked to specific activities, events, programs or publications. The Town will neither seek nor accept sponsorsthat manufacture products ortake positions inconsistent with local, state, or federal law or with Town policies, positions, or resolutions. The acceptance of a sponsorship or the establishment of a Sponsorship Agreement does not constitute an endorsement by the Town of the sponsor's organization, products or services. The Town establishes the following Sponsorship Policy to provide a set of guidelines regarding the financial value provided to the Town fromthe sponsorforevents and programs. Donationsare not subject to this Policy. Proposals for customized sponsorships will be reviewed and considered based on thecriteria for approval and value. Sponsorship agreements are subject to the following levels of review and approval: 1. Under$25,000. The directorof the department or manager of the office mayapprovethe sponsorship agreement. 2. $25,001 to $50,000. The sponsorship agreement must be approved bythe Fountain Hills Manager 3. $50,001 and up. The sponsorship agreement must be approved by the Fountain Hills Council. A. Criteria for Approval Entering into a Sponsorship Agree mentwith a sponsor shall not constitute an endorsementofthe sponsor or its services and products. Because a sponsorship may, however, affect the reputation of Fountain Hills among its citizens and its ability to govern effectively, any proposal for sponsorship in which the involvementofa sponsormay compromisethe public's perception of the Town's neutralityorits ability to act in the public interest will be rejected after review by Town staff. Fountain Hills shall considerthe following criteria before entering into a sponsorship agreement: a. The ability of Fountain Hills to retain its identity on the facilityas owner/operatorof the facilityor principal provider of the service; b. Consistency of the proposer's services, products, customersand promotional goals with Fountain Hills character, values and service priorities; c. The sponsor's historical participation and association with community projects, events and continued willingnessto participate; d. Anticipated public perception of the association with the Town and the sponsor; e. Extent, prominence and aesthetic of the public display of sponsorship; f. Level of support provided by the sponsor; g. Level of participation and support bythe Town that would be required to implement the sponsorship; h. Inconsistencies between Town policies and the policies or practices of the proposer; i. Otherfactors that might undermine publicconfidenceinthe Town'simpartiality orinterfere with the efficient delivery of town services or operations, including, but not limited to, current or potential conflicts of interest between the sponsor and Town employees, officials, or affiliates; and the potential for the sponsorship to tarnish the Town's standing among its citizens or otherwise impairthe abilityoftheTown to govern its citizens, orpast lawsuits orclaims against the potential sponsor. B. Sponsorship Agreement Should the Town accept a sponsorship proposal, a Sponsorship Agreement will be drafted to highlightthe expectations and deliverables from each party. All Sponsorship Agreements shall be consistent with applicable Town policiesand ordinances and good business practices. In general, sponsorship agreements should include: a. Name of the Town eventorprogram beingsponsored b. Term of the agreement c. Renewal options and stipulations d. Considerations and expected outcomes e. Description of Programs, Projects and Activities f. Marketing Rights and Benefits g. Termination Provisions C. Permissible Sponsor Message Content Sponsorships on Town property are maintained as a nonpublicforum. The Town intendsto preserve its rights and discretion to exercisefull editorial control overthe placement, content, appearance, and wordingof sponsorships, affiliations and messages. The Town may make distinction on the appropriateness of sponsors based on subject matterof a potential sponsorship recognition message. D. Permissible Recognition Messages Sponsorship recognition messages may identifythe sponsor but ordinarily should not promote or endorse the organization or its products or services. Statements that advocate, contain price information oran indication of associated savings orvalue, request a response, orcontain a comparative or qualitative descriptions of products, services or organizations will ordinarily not be accepted. In accordance withthis Policy, the Town Managerand the Director Community Services shall have the ultimate authorityto determine what is permissible in a recognition message. Onlythe following contentwill be deemed appropriate: a. The legally recognized name of the sponsoring organization; b. The sponsor's organizational slogan if it identifies ratherthan promotes the organization or its products or services; c. The sponsor's product or services line, described in brief, generic, objective terms. Generally, only one product or service line maybe identified; d. Brief contact information forthe sponsor's organization, such as a phone number, addressor internetwebsite; e. Sponsorcontact information should be stated in a mannerthat avoids an implication of urging the readerto action. The Town will not make any statements that directly or indirectly advocate orendorse asponsor's organization, products, orservices. No materials or communications, i ncluding, but not limited to, print, video, Internet, broadcast, ordisplay items developed to promote orcommunicate the sponsorship usingTown name, marks, or logo may be issued withoutwritten approval from the Town Managerand Town Attorney, ortheirdesignees. E. Prohibited Message Content Sponsorship from an organization that is engaged in any of the following activities, that has a mission of supportinganyofthe following subject matters, orthat, in the sole discretion andjudgmentofthe authorized representative of the Town ortheTown Council, is deemed unsuitable forand contraryto community standards or appropriateness for government publication, shall be prohibited on any Town property or in Town publications: a. Promotion of the sale of consumption of alcoholic or cereal malt beverages, in name likeness orimplication orpromotion of establishments that are licensed forand primarily sell alcoholic or cereal malt beverages, including bars; provided, however restaurants or otherfood services establishments and hotels or other place of lodging may be authorized whenthe commercial message oradvertisement promotes onlythefood servicesor lodging; b. Promotion of the sale or consumption of tobacco products or depiction of the use of tobacco products; c. Commentary, advocacy or promotion of issues, candidates, campaigns, ororganizations of social, political, religious, orrhetorical nature; d. Promotion of gambling,pari-mutual betting, orgamesof chance, in name, likeness or implication, or promotion of establishments providingsuch services oractivities of a related orsimilarnature; e. Depiction in anyform of nudity orsemi-nudity, profanity, obscenity, orlewdness, or characterizations which suggest, depictorpromote anysuch element orsexuallyoriented products, activities or materials; f. Promotion in anyform of illegal drugs, illegal drug use orillegal drug materials,or characterizations which suggest or depict the promotion orglorification ofanysuch products, activities or materials; g. Promotion of the use or sale of firearms, explosives orotherweapons, orthe depictions, suggestion orglorification of violence oracts of a violent nature; Use of language or descriptive materials which taken in forma nd context is deemed to be unsuitable for a contrary to community standards of appropriateness forgovernmental for family publications; Use of words, language, rep resentationsordescriptive mate rialsofany kind having more than one meaning or connotation, one of which would othe rwise be prohibited under this Policy; Inclusion of materials, depictions, promotions or offerings which are the type prohibited by, or by their nature would violate, any postal restrictions orreguIations or any federaI, state or local law, rule or regulation. F. Other General Conditions Sponsors shall be subjectto the following additional criteria: a. Sponsors are solely responsible forobtaining necessary permission to use photographs, trademarks, trade names, copyrighted material orany other legally protected property and shall hold the Town harmless for any such use, includingall consequences or damages resulting therefrom. All commercial messages or advertisements shal I be accepted and published bythe Town upon the representation thatthe agency orsponsor is authorized to publish the entire contentsandsubject matterthereof.Sponsoragreestoindemnifyand hold harmless the Town, its officers, agents and employees agai nst al I damages, costs and expenses including, without limitation, attorney'sfees resultingfrom anyclaim, action or proceeding allegingthatthe commercial message orsponsorship infringeson anycopyright, violates any right of privacy, or other personal or property right, constitutes libelous matter, plagiarism, unfair competition, unfairtrade practice, infringementof trademarks, orother mattercontrary to lawor contains any formula or instructions injurioustothe userofa sponsor's product. b. Sponsors assume liabilityforall content (includingtext photographs, representations, illustrations, sketches, maps, labels, trademarks or other copyrighted matter) of sponsorship message printed or placed and also assume responsibility of any claims arising therefrom made againstthe Town. c. The Town isnot IiablefordeIaysinpublicationorpresentationofsponsorshipmessages in any event orfor any reason, including acts of God, action by any governmental or quasigovernmentaI entity, lack of funds, fire, flood, insurrection, riot, explosion, embargo, strikeswhetherIegaIoriIIegal, Iaborormate rial shortage, transportati on interruption of any kind, works I owdown, or any condition beyond the control of the Town, affecting publication or presentations of sponsorship in any manner. d. If an e rror or omission occu rs i n the publication orplace mentofanysponsorshipmessage, the Town'sIiabiIityshalI be I i mited to the amou nt of red uction inthe valueofthe sponsorship due to the error or omission, but in no eve ntshalI liability exceed the total cost payable forthe sponsorshi p space. e. The words "a paid sponsorship", orsome like term, maybe added to sponsorship messages that, in the sole opinion of the Town, might be confused with editorial matter. ITEM 8. I. TOWN OF FOUNTAIN HILLS STAFF REPORT Meeting Date: 05/04/2021 Meeting Type: Town Council Regular Meeting Agenda Type: Regular Agenda Submitting Department: Administration Prepared by: Elizabeth A. Klein, Town Clerk Staff Contact Information: Grady E. Miller, Town Manager Request to Town Council Regular Meeting (Agenda Language): DISCUSSION WITH POSSIBLE CONSIDERATION relating to any item included in the League of Arizona Cities and Towns' weekly Legislative Bulletin(s) or relating to any action proposed or pending before the State Legislature. Staff Summary (Background) This is a regularly recurring agenda item on the Town Council agenda during the legislative session. The goal of this agenda item is to obtain consensus from the Mayor and Council on legislative bills and to provide direction, if any, to staff to communicate the Town's position on the bills. Each Council meeting the Legislative Bulletin will be attached to the Town Council agenda which will include legislative analyses of the bills and their impacts on municipalities. The Mayor and Council will have an opportunity to review the bills that are under consideration in the Arizona State Legislature and provide direction on supporting or opposing the bills. The Mayor and Council may also bring up other bills of interest to the Town of Fountain Hills for discussion that are not listed in the Legislative Bulletin. Related Ordinance, Policy or Guiding Principle N/A Risk Analysis N/A Recommendation(s) by Board(s) or Commission(s) N/A Staff Recommendation(s) N/A SUGGESTED MOTION MOVE to provide staff direction on one or more bills being considered by the State Legislature. Issue 14 Issue 15 Attachments Form Review Inbox Reviewed By Date Town Manager Grady E. Miller 04/26/2021 04:27 PM Form Started By: Elizabeth A. Klein Started On: 04/26/2021 01:56 PM Final Approval Date: 04/26/2021 Issue 14 — April 16, 2021 Legislative Update Today is the 961h day of the legislative session and to date, the Governor has signed 233 measures into law and issued one veto. There are currently 42 bills awaiting action from the Executive. The House and Senate floor calendars were shorter this week as the legislature focused on passing amendments to the tribal gaming compact (HB2772). Budget conversations continue to take place among lawmakers with the focus remaining on a proposal to cut income taxes by $1.5 billion. Next Tuesday will mark the 100th day of session and there is at least one bill scheduled for a conference committee next week. State Budget Some House Republicans continue to advocate for the proposed tax cut package as part of the budget discussions, including the largest income tax cut in state history. Their proposed 2.5% flat income tax proposal would reduce revenues by $1.513 over a period of three years, which includes a $225M impact to cities and towns. The League and several mayors made significant outreach to legislators this week to highlight the proposal's impact to local government budgets and services, including public safety. Senator Paul Boyer (R-Glendale) submitted an op-ed to the Arizona Capitol Times highlighting his concerns with the proposal and its impacts to police and fire budgets. If the proposal does not include some mechanism to maintain existing distributions to local governments, cities and towns would need to prepare making budget cuts or tax increases to adapt to this loss in revenue. Arguments in favor of the tax proposal suggest cities and towns would be made whole with growth that resulted from the cuts and that the Wayfair legislation passed three years ago allowing taxation of remote and online sales would provide sufficient revenues to offset the cuts. Neither of these statements are accurate. It would take significant growth in income, sales, construction, and other taxable activities to generate a revenue neutral position for the state and municipalities. In addition, Wayfair simply authorized the taxation of online and remote retail purchases that would have otherwise been taxed if it had been done at a bricks -and -mortar location in the state. As a result of more transactions occurring online, the state and cities and towns were losing out on capturing the tax revenue for these transactions. Today, even with the Wayfair legislation, local governments will never recoup that lost revenue and cannot rely on online retail, which would also have to increase substantially to offset the income tax cuts proposed by House Republicans. We ask you continue to talk with your legislators about the damaging impacts of this plan and suggest alternatives that would allow for the legislature to move forward with tax cuts that do not impact cities and towns. SB 1146 Vehicle Sales This week, the Joint Legislative Budget Committee (JLBC) issued a revised memo on the potential fiscal impacts of SB 1146 NOW: motor vehicle dealers TPT. As we noted in a previous bulletin, the measure expands the TPT exemption for vehicles purchased by non-residents. Current law requires that the vehicle be delivered out of state in order to be eligible for the TPT exemption. SB 1146 would make it so that any individual that is not a resident of the state could make use of that exemption and drive the vehicle out of the dealer's lot without paying TPT — opening the door for a substantial loss of revenue to cities, towns, counties, and the state. A previous fiscal analysis stated that there would be a small reduction in revenues to cities and towns. The League contends that this initial analysis did not consider that some TPT exemptions still require that local taxes be paid. Additionally, nonresidents that purchase a vehicle that will be registered in their home -state will still pay taxes in that state rather than paying those in Arizona where the commerce was supported and generated. The revised analysis supports the League's position that an expansion of this exemption would mean that cities and towns will likely see larger revenue losses than initially estimated. The League continues to oppose this measure. Legislative Bill Monitoring All bills being actively monitored by the League can be found here. Issue 15 — April 23, 2021 Legislative Update Today is the 103rd day of the legislative session. Tuesday was the 1001h day of session, a marker typically signaling efforts towards adjourning sine die. Although there appears to be no budget compromise in sight, there are speculations that lawmakers intend to adjourn in the next few weeks. The Governor has signed 274 bills into law and vetoed two measures. There are currently 31 bills that have passed the legislature and await action from the Executive. There are 66 measures pending consideration from the Rules committee with 163 bills awaiting Committee of the Whole. 21 bills are ready for consideration in Third read, with the majority of those in the Senate. On Monday, the Governor issued Executive Order 2021-09. The EO effectively bans "vaccine passports" by prohibiting cities, towns, counties, and state agencies from requiring documentation proving an individual's COVID-19 vaccination status as a condition of entering a building, business, facility or location. Additionally, the measures stipulate that vaccination status cannot be used as a condition for receiving a service, permit, or license. EO 2021-09 is linked here. State Budget Budget discussions are continuing, but the proposal to enact a flat income tax is facing headwinds due to concerns of some lawmakers and the efforts of city and town elected officials conveying the negative impacts to local services and budgets as a result of the plan. Representative Regina Cobb (R-Kingman) appeared on a KJZZ radio interview on Tuesday to recap on the progress of the state budget and highlight the House proposed tax plan. During the interview, she dismissed concerns regarding impacts to local budgets and public safety services and suggested that any budget impacts would be offset by Wayfair and Prop 207 revenues. Her statements are not accurate - Wayfair collections will not be sufficient to offset the $225M loss to cities and towns and her comments make clear there is a deep misunderstanding of the Wayfair legislation passed only a few years ago. That legislation simply authorized the taxation of online and remote retail purchases that would have otherwise been taxed if it had been done at a bricks -and -mortar location in the state. In addition, prior to the passage of o., many of the large online retailers such as Amazon and Walmart were already remitting sales tax — in other words, this was not new revenue. Tom Belshe appeared on the same KJZZ show the following day to rebut the claims by Representative Cobb. We ask you continue to talk with your legislators about the damaging impacts of this plan and suggest alternatives that would allow for the legislature to move forward with tax cuts that do not impact cities and towns. Legislative Bill Monitoring All bills being actively monitored by the League can be found here.