CIP 62208 - Gentry Park Ballfield Lights

Gentry Park Field Lighting Improvement Project

Contractor Total Cost Procurement
PLG $350,246.47 1GPA - 22-11PV-05
AZSTA Grant $132,500.00
City Match $217,746.47

Total

Activity Code _ ctivity Description GLACCOUNTNUMBER = AMOUNT | DESCRIPTION
62417 Thompson Ranch Utility Easement Access 131-5-3581-657 $ 100,000.00 62417-THOMPSON RANCH UTILITY EASEMENT ACCESS
62115 62115 - Neighborhood Traffic Calming Carryforward 131-5-3581-657 $ 119,500.00 62115-NEIGHBORHOOD TRAFFIC CALMING CARRYFORWARD
62309 121st Ave Roadway Improvements Carryforward 131-5-3581-657 $ 136,500.00 62309-121ST AVE ROADWAY IMPROVEMENTS CARRYFORWARD
62308 Varney Rd Roadway Improvements Carryforward 131-5-3581-657 $ 166,500.00 62308-VARNEY RD ROADWAY IMPROVEMENTS CARRYFORWARD
62307 Dysart Rd Roadway Widening 131-5-3581-657 $ 325,500.00 62307-DYSART RD ROADWAY WIDENING CARRYFORWARD
62052 Pavement Management Program 131-5-3581-657 $ 1,400,000.00 62052-PAVEMENT MANAGEMENT PROGRAM
62314 Senior Bus 141-5-3581-650 $ 93,000.00 62314-SENIOR BUS CARRYFORWARD
62416 Grant Funded Mobile Lift Trailer 147-5-1591-617 $ 75,000.00 62416-GRANT FUNDED MOBILE LIFT TRAILER
62409 5th Avenue Sanitary Sewer Replacement 148-5-1591-670 $ 879,000.00 62409-5TH AVENUE SANITARY SEWER REPLACEMENT
62414 Recirculating Water, Engine Training System 149-5-2511-617 $ 120,000.00 62414-RECIRCULATING WATER, ENGINE TRAINING SYSTEM
62068 Vehicle Replacement Program - Water 511-5-7115-650 $ 50,000.00 62068-VEHICLE REPLACEMENT PROGRAM - WATER
62343 Public Works Facility Carryforward 511-5-7115-656 $ 55,000.00 62343-PUBLIC WORKS FACILITY CARRYFORWARD
62065 Water Production Facility Rehabilitation Program 511-5-7115-656 $ 140,000.00 62065-WATER PRODUCTION FACILITY REHABILITATION CARRYFC
62345 Customer Service Facility 511-5-7115-656 $ 300,000.00 62345-CUSTOMER SERVICE FACILITY CARRYFORWARD
62065 Water Production Facility Rehabilitation Program 511-5-7115-656 $ 400,000.00 62065-WATER PRODUCTION FACILITY REHABILITATION PROGRA
62343 Public Works Facility 511-5-7115-656 $ 1,333,500.00 62343-PUBLIC WORKS FACILITY
62059 Drainage Improvements 511-5-7115-673 $ 60,000.00 62059-DRAINAGE IMPROVEMENTS CARRYFORWARD
62406 Sunnyvale Well Site Discharge Pipe Replacement and Flow Meter 511-5-7115-673 $ 65,000.00 62406-SUNNYVALE WELLSITE DISCHARGE PIPE REPLACE FLOW M
62407 Booster Pump Replacement for 127th Lane Well Site 511-5-7115-673 $ 100,000.00 62407-BOOSTER PUMP REPLACEMENT FOR 127TH LANE WELL SI

G CONTRACT SUMMARY
4 =, Electrical and Lighting Products, EV Charging
Stations and Services

1Government Procurement Alliance

VENDOR: PLG LLC

CONTRACT NUMBER: 22-11PV-05

Jeff Rusk, Project Manager
Office: 480.218.6104 ext 0129
Cell: 480.540.9329

jeff@pligled.com

Adam Bullock, Operations Manager
Office 480.218.6104 ext 0125

Cell: 480.215.0654
adam@plgled.com

CONTRACT CONTACT:

CONTRACT START DATE: MAY 18, 2022

Products and Services Provided

e Low Voltage Electrical Services e Electrical Repair and Maintenance Services
e Lighting Products e Electrical Related Consulting
e Lighting Services

Pricing

See “Vendor Pricing” on the Member Portal for manufacturers’ discounts, labor rates and miscellaneous fees.
Contract discounts are minimum discounts and labor rates are maximum rates — the vendor may offer deeper
discounts depending on the specifics of the project.

See “Regional Pricing” in the “Vendor Pricing” section of the Member Portal for added cost based on location.

Performance and Payment Bonds

This contract allows the Member to require performance and payment bonds at 100% of the contract price. See
IFB pages 25-26 for more information.

Retention and Progress Payments

This contract allows the Member to make progress payments and retain 10% of the contract payments under
certain conditions. See IFB page 26 for more information.

Contract ID Please include “1GPA Contract 22-11PV-05" on all purchase orders

Estimated Contract

Value $6-8 Million Annually

Shipping Zero shipping on all LED lighting purchases and all other orders over $5000

Offers a 5 year limited warranty —- See “Vendor Response”, “Bid Docs”, Warranty of the

Wvatranty; Member Portal

Service Area Arizona — all regions, California, Colorado, Nevada, New Mexico, Texas, Utah

Other

1910 W. Washington St., Phoenix, AZ. 85009
www.1GPA.or,

cs Paradise Valley

G
fas Unified School District

ee eee ee Contract Extension/Amendment

March 1, 2023

PLG, LLC

10231 East Apache Trail

Mesa, AZ 85120

Attn: Adam Bullock (adam@plgled.com)

Re: Extension Agreement for Contract #22-11PV-05, Electrical and Lighting Products, EV Charging
Stations and Services

The above referenced contract is hereby mutually extended for an additional one (1) year period until
May 18, 2024. This is the second year of a potential five-year agreement. Please indicate your desire to
extend your contract by completing and emailing back the signed Contract Extension along with the
following documentation:

Updated Certificate of Insurance (see terms and conditions of contract to ensure compliance).
& Proof/Verification of ROC Licensing in good standing (if applicable).
{4 Proof of any other applicable licensing related to your contract.
 Proof/Verification of good standing with Arizona Corporation Commission or other State’s
comparable Corporations/Business Division or Secretary of State (as applicable).
{4 Updated Contact Information Sheet completed.

Please check ONE of the following appropriate boxes regarding pricing:

No price updates at this time. Current pricing on file is accurate.

O Our contract utilizes a firm-fixed price list. We are providing an updated fixed price list for 1GPA’s
review (attached).

Our contract pricing is based on a percentage discount off list price. We have provided new price lists
for 1GPA’s review. Please see the attached updates. Note: Percentage Discounts remain the same as
per contract terms and conditions.

We have provided an updated cost form that includes adjustments to our labor and services rates for
1GPA’s review.

Page 1 of 2
Revised 12.12.2022

If any of the boxes were checked regarding pricing updates; please include a brief description of the
update here:

It is the contractor’s responsibility to keep all pricing up to date and on file with 1GPA. All price changes
must be provided to 1GPA for review and utilizing the same format provided in the contractor’s original
proposal.

By signing this document, vendor certifies that neither it nor its principals are presently debarred,
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in
this transaction by any Federal department or agency; and in accordance with ARS § 35-394, the vendor
is not currently and for the duration of the contract will not use the forced labor of ethnic Uyghurs in the
People's Republic of China including goods, services, contractors, subcontractors or suppliers thereof.

In addition, please verify that your company is providing usage reports as per the terms of your contract.
If you have any questions or concerns regarding these reports, please feel free to contact Michelle Aiken
by email: maiken@1GPA.org.

Except as otherwise expressly provided in this amendment, all of the terms and conditions of the
Contract remain unchanged and in full force and effect.

4)

Printed Name:

Adam Bullock

Title: Date:
Operations Manager 3/13/2023

1GPA Authorized Signature: .
Aunorwr
Y

Printed Name: Christy Knorr

Title: Vice President Date: 4/6/2023

Paradise Valley Unified School District Authorized Signature:

Eva Calles

Printed Name: Eva Calles

Title: Director of Purchasing Date:
4/24/2023

Page 2 of 2
Revised 12.12.2022

10231 E, Apache Trail

i Mesa, AZ 85120

P; 480.218.6104

rs GS F: 480.654.8374
www.PLGLED.com

September 28", 2023 Page 1 of 4

City of El Mirage
10355 N. 121% Avenue
El Mirage, AZ 85335

Attn: Cason Chambers
Operations Superintendent
(623)876-4237
cchambers@elmirageaz.gov

Re: Lighting Improvement Proposal
Bill Gentry Park
14010 N. El Mirage Road
El Mirage, AZ 85335

Mr. Chambers,
PLG, LLC (PLG) is pleased to present the following Proposal for the Project:

Lighting Improvement Proposal
Bill Gentry Park

Overview: PLG, LLC proposed to upgrade the lighting and controls of the baseball field and basketball courts at
Bill Gentry Park.

I. Scope of Work: PLG proposes to furnish labor, equipment, supervision, and other items of value to
complete the following:

1. Supply NGU/Ephesus lighting and controls package for the baseball field and basketball court. Included
in the lighting package is:
e High mast baseball field and basketball court sport fixtures.
e New high mast sports lighting poles and crossmember arms.
e Wireless Gateway for lighting controls.
e Hardware and wiring for installation.

2. Construction and Installation Services:
e Remove and dispose of existing HID sports lighting fixtures mounted on high mast pole and cell
tower.
e Remove (6) existing high mast poles, backfill and compact.
e  Excavate (4) location for new 70’ direct bury poles and (4) junction boxes.
e Install (4) direct bury poles and junction boxes, run conduit, and conductor to fuse holders.
e Install sports lighting fixtures and area light fixtures.
e Install wireless gateway at SES or lighting control panel.
Continued on next page

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10231 E. Apache Trail
Mesa, AZ 85120

P: 480.218.6104

F; 480.654.8374
www.PLGLED.com

September 28", 2023

Re:

3. Additional Services for this project include the following:

Lighting Improvement Proposal
Bill Gentry Park

e Commissioning

e Geotechnical Soils Report
e Lighting Design

e Fixture Aim Diagrams

e Project Management

Page 2 of 4

Price: The price to complete the items of work from the Scope of Work section above was prepared
using the terms and conditions of the 1GPA Cooperative Purchase Contract No. 22-11PV-05.

Lighting Improvement Project

No. | Description Qnt. | Unit Price Extended
6.1 Additional Manufacturers
169 ee Mast Pale 4 | cA | $11,666.67 | $46,666.68
170 ae 6 | EA | $5,666.67 | $34,000.02
171 sc = ul i al 4 | ea | $3,777.78 | $15,111.12
172 | art Numbers MEDRD 12 | ea | $1223 | $146.76
ae perc anber NEC 1 | EA ) $555.56 $ 555.56
Continued on next page
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10231 E. Apache Trail

Mesa, AZ 85120
P: 480.218.6104
F: 480.654.8374

www.PLGLED.com

September 28", 2023 Page 3 of 4
Re: Lighting Improvement Proposal
Bill Gentry Park
Lighting Improvement Project Continued
181 A aca — 1 | EA | $555.56 | $555.56
1 | Ge 1 | ea | $2,222.23 | $2,222.23
Material Subtotal | $ 225,111.48
No. | Description Qnt. | Unit Price Extended
Service Rates - Low Voltage Services
3.1 | Journeyman Electrician (4-Man Crew) 800 HR S$ 75.00 $ 60,000.00
Installation Subtotal | $ 60,000.00
No. | Description Qnt. | Unit Price Extended
Service Charges for Special Equipment
- | Crane 2 WK | $7,222.23 $ 14,444.46
- | Trencher 1 WK | 5$ 1,666.66 S 1,666.66
- | 80’ Articulating Boom 1 WK | $5,555.56 $5,555.56
Special Equipment Subtotal | $ 21,666.68
Pass Through Items
- | Concrete 1 EA $ 7,061.08 $ 7,061.08
- | Soils 1 EA $ 4,707.39 $ 4,707.39
“ Fuel 1 EA $6,000.00 $ 6,000.00
- | Materials Disposal 1 EA | $1,500.00 $ 1,500.00
“ Bonding — Pass Through 1 EA $ 4,000.00 $ 4,000.00
Pass Through Subtotal | $ 23,268.47
Project Subtotal $ 330,046.63
Sales Tax — 9.3% — Materials Only (MRRA) $ 20,199.84
Total $ 350,246.47

Continued on next page

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Energy Efficient Lighting - Complete Project Management — Sustainable Solutions

10231 , Apache Trail

; Mesa, AZ 85120

P: 480.218.6104

=" S F: 480.654.8374
www.PLGLED.com

September 28", 2023 Page 4 of 4

Re: Lighting Improvement Proposal
Bill Gentry Park

Ml. Notes and Qualifications:

Lead time to be provided upon project acceptance.

Material procurement and progress payments will be required in accordance with 1GPA.
Quantities and types are estimated.

The final invoice will be based on actual work completed.

FeYPP

IV. General Exclusions:

a. Does not include any permits or permit fees.

b. Assumes existing electrical system is working and up to code. Does not include additional cost to re-
work, add, alter, or change any part of the electrical system beyond those listed in scope of work.

c. Does not include any material, soil, compaction, concrete testing.

d. Does not include Temporary Power or Generators.

Thank you for your consideration, and feel free to contact me directly with any questions at (480)540-9329.

Jeff Rusk
Project Manager

Providing LED Lighting Solutions
Cell: 480-540-9329

Web: www.plgled.com

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YOUTH AND AMATEUR SPORTS

FY2024 BIENNIAL GRANT FUNDING AGREEMENT

By and Between

TOURISM AND SPORTS AUTHORITY d/b/a
THE ARIZONA SPORTS AND TOURISM AUTHORITY,

and
El Mirage, City of
Pertaining To

Lights at Gentry Park

Effective July 1, 2023

THIS YOUTH AND AMATEUR SPORTS FY2024 BIENNIAL GRANT FUNDING AGREEMENT (the
“Agreement”) is made to be effective as of the 1° day of July, 2023 (the “Effective Date”) by and
between El Mirage, City of, a[n] (hereinafter called the “Recipient” or a “Party”), and the TOURISM
AND SPORTS AUTHORITY d/b/a THE ARIZONA SPORTS AND TOURISM AUTHORITY, existing pursuant to
the provisions of Arizona Revised Statutes (“A.R.S.”) §§ 5-801 et seq., as the same may be modified or
amended (collectively, the “Act”), as a corporate and political body of the State of Arizona and, except
as otherwise limited, modified or provided by the Act, as a tax levying public improvement district
(hereinafter called the “Authority” or a “Party”). The Recipient and the Authority are sometimes
hereinafter collectively called the “Parties.”

RECITALS

A. Pursuant to A.R.S. § 5-804, the Authority is authorized to enter into contracts and
agreements as necessary to carry out the purposes and requirements of the Authority.

B. Pursuant to A.R.S § 5-809(A), the Authority is authorized to: (i) provide funds to acquire
land or construct, finance, furnish, improve, market or promote the use of community youth and
amateur sports facilities, recreational facilities and other community facilities or programs in Maricopa
County; and (ii) do all things necessary or convenient to accomplish those purposes.

G The Recipient has agreed Lights at Gentry Park (hereinafter more particularly defined
below as the “Project”) to be used for community youth and amateur sports and recreation activities.

D. Pursuant to A.R.S. § 5-809(B), the Board of Directors of the Authority (the “Authority
Board”) must require that the Recipient contribute to the development of the Project that amount that
is equal to a minimum of one-half of the funds to be contributed, spent or distributed by the Authority
with respect to the Project.

E. The Authority Board has determined that the Authority will, pursuant to this Agreement,
provide partial funding for the Project.

AGREEMENT

NOW, THEREFORE, in consideration of the premises, the mutual obligations of the Parties
hereto, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties acknowledge and agree as set forth in this Agreement:

ARTICLE |
DEFINITIONS

Section 1.1 Unless otherwise defined in this Agreement, following terms shall have the
meanings set forth below whenever used in this Agreement, except where the context clearly indicates
otherwise:

(a) “Act” means A.R.S. Title 5, Chapter 8, as amended.

(b) “Authority Contribution” means a maximum of $132,500.00 based on the Project Costs.
This represents approximately 51.4563% of the total Project Costs of $257,500.00 with the remaining
balance to be provided by the Recipient (see Recipient Contribution) provided, however, that the total
Authority Contribution shall not exceed the dollar amount equal to two thirds (2/3) of the Project Costs
(as defined below). A reduction in the Project Costs will reduce the Authority Contribution on a pro-
rata basis. An increase in the Project Costs will not increase the Authority Contribution but will be an
obligation of the Recipient. )

(c) “Authority Representative” means the person or persons designated by the Authority
to act on its behalf.

(d) “Completion Date” means 6/30/2024.

(e) “Contractor” means any person or entity entering into a Project Contract or other
agreement associated with development of the Project.

(f) “Event of Default” means any one of the events described in Sections 9.1 and 9.2.
(g) “Project” means the project undertaken by the Recipient for or in connection with a

youth and amateur sports and recreational facility consisting generally of facility renovation, all as
more particularly set forth and described in the Project Scope.

(h) “Project Contract” means any agreement or agreements for the design, development,
acquisition, installation, implementation and construction of all or a substantial part of the Project by
and between a Contractor and the Recipient.

(i) “Project Costs” means the total costs for development, design, survey, land acquisition,
installation, construction, engineering, construction administration and expenses directly related to
the Project, all as set forth on Exhibit B attached hereto and made a part hereof together with such
costs as may result from a change of plans pursuant to Section 4.2 of this Agreement.

(j) “Project Scope” means the plans and specifications or other descriptions for the Project,
as set forth on Exhibit A attached hereto and made a part hereof, together with such other plans and
specifications or other descriptions which are hereafter prepared by and for the Recipient and
approved by the Authority pursuant to Section 4.2(a) of this Agreement.

(k) “Project Start Date” means the Effective Date.

(I) “Recipient Contribution” means the Project Costs less the Authority Contribution.
(m) “Recipient Representative” means the person or persons designated by the Recipient to

act on its behalf.

(n) “YAS Account” means the youth and amateur sports facilities account created pursuant
to A.R.S. § 5-838 and maintained by the Authority.

ARTICLE Il
PURPOSE; TERM

Section 2.1 Purpose. The purpose of this Agreement is to provide for the following:

(a) The design, development, acquisition, installation, implementation and construction of
the Project; and

(b) The respective rights and obligations of the Parties with respect to the Project.

Section 2.2 Term; Survival. This Agreement shall be in full force and effect upon the Effective
Date and shall continue in full force and effect and shall be binding on the Parties until completion of
the Project. Notwithstanding anything contained in this Agreement to the contrary, the Parties agree
that the rights and obligations of the Parties contained in Article 6 hereof shall survive termination of
this Agreement.

Section 2.3 Notice of Award. The Recipient shall promptly notify the Authority in writing and
provide written evidence of the award of the first Project Contract.

ARTICLE III
OBLIGATIONS OF THE PARTIES

Section 3.1 Recipient Contribution. The Recipient shall fully fund or cause to be funded the
Recipient Contribution. The Recipient shall document and provide evidence as part of Exhibit C from
all sources totaling the Recipient Contribution.

Section 3.2 Recipient Representative. The Recipient shall designate J. Crystal Dyches,
City Manager, El Mirage, City of, as the Recipient Representative.

Section 3.3. Authority Contribution; Payments.

(a) From funds lawfully deposited or to be deposited in the YAS Account the Authority shall
deliver the Authority Contribution to the Recipient on a pro-rata, reimbursement basis as expenditures
for Project Costs are incurred. The Recipient, prior to delivery of funds by the Authority, shall present
to the Authority's satisfaction sufficient documentary evidence of all expenditures requiring
reimbursement. The Recipient shall use the form “Project Cost Reimbursement Request Form” (set
forth on Exhibit E) to create the reimbursement request. This form may also be available for download

at WWW.az-sta.com.

(b) The Authority Contribution is restricted and shall not be used for expenditures related
to fixed overhead/administrative expenses (e.g. salaries, rent, utilities, etc.), loans or endowments,
conferences, individuals, golf tournaments or benefit tables, travel expenses, capital campaigns,
funding to maintain the sustainability of an organization or program, or anything else deemed by the
Authority, in its sole and absolute discretion, as not serving the youth and amateur sports community
within Maricopa County.

(c) Except as otherwise provided herein, no obligation of the Authority under or arising out
of this Agreement or any document executed by the Authority in connection with the Project shall

-3-

impose, give rise to or be construed to authorize or permit a debt or pecuniary liability, or a charge
against the general credit of the Authority. After the Authority has delivered to the Recipient the
Authority Contribution as required by Section 3.3(a) above, the Authority shall have no further
obligation to contribute to payment of the Project Costs. The Authority makes no representation or
warranty express or implied that sufficient funds will be deposited into the YAS Account to fund the
Authority Contribution or that the Authority Contribution, together with the anticipated Recipient
Contribution, will be sufficient to pay the Project Costs. The Recipient understands and agrees that it
is responsible for funding all of the Projects Costs notwithstanding any Authority Contribution.

(d) A reduction in the Project Costs shall proportionately reduce the Authority Contribution.
An increase in the Project Costs shall not increase the Authority Contribution but will be an obligation
of the Recipient who must provide evidence to the Authority that these funds have been secured prior
to the work related to the increase being undertaken.

Section 3.4 Authority Representative. The Authority shall designate Heather Rayfield,
Grants Manager, as the Authority Representative. Her contact information is One Cardinals Drive,

Glendale, AZ 85305 or heather@az-sta.com.

Section 3.5 Obligation of the Recipient to Complete the Project. The Recipient shall
complete the Project in accordance with the Project Scope (as such Project Scope may be modified or
amended pursuant to Section 4.2 hereof).

ARTICLE IV
PROJECT COSTS AND PROJECT SCOPE

Section4.1 Changes in Project Costs. Any increase in the Project Costs because of a change
in Project Scope provided by Section 4.2 shall not increase the Authority's financial obligation beyond
the Authority Contribution in any manner.

Section 4.2 Project Scope.

(a) Changes to Project Scope. As to any part of the Project Scope not finalized or completed
as of the Effective Date and any change in the Project Scope after the Effective Date shall be submitted
to the Authority for review and written approval of the Authority Representative. Notwithstanding the
foregoing, changes to the Project Scope that are less than ten percent of the Project Costs or $10,000,
whichever is smaller, shall not require the approval of the Authority.

(b) Changes to Project Start and Completion Dates. The project must be completed by the
Completion Date. Any change to the Project which will delay the Project Start Date or the Completion
Date by more than thirty (30) days shall be submitted to the Authority for review and written approval
by the Authority Representative. Included in the extension request should be the revised Project Start
Date or Completion Date and explanation of the reason for the change.

ARTICLE V
DEVELOPMENT OF THE PROJECT

Section 5.1 Development_of the Project. The Recipient shall promptly commence and
diligently pursue the Project to completion in accordance with the Project Start Date and the

wis

Completion Date. The Recipient shall perform such duties as may be necessary to complete
development of the Project pursuant to the Project Scope and in a good and workmanlike manner and
all in full compliance with all applicable laws, zoning ordinances, municipal ordinances, regulation and
orders of federal, state, county, municipal and other local and regulatory authorities of every kind and
with all covenants, conditions and restrictions affecting the Project.

Section5.2 Acknowledgement of Authority Contribution. The Recipient will indicate or will
cause to be indicated, on all construction and permanent signage at the Project, that the Authority has
provided partial funding for construction of the Project. ).

Section 5.3 Owner's Policy. The Recipient shall maintain an “Owners and Contractors
Protective Liability” insurance policy or some other appropriate insurance policy with a coverage
amount equal to the full amount of the estimated Project Costs (the “Recipient's Policy”). The
Authority shall be named as an additional insured under the Recipient's oly, a
Initials).

ARTICLE VI
MANAGEMENT, OPERATION AND MAINTENANCE

Section 6.1 Management, Operation and Maintenance by the Recipient. The Recipient, at
its own cost and expense, shall manage, operate, maintain and insure the Project in a manner in
compliance with law and good operating practices over the course of the useful life of the Project. The
Parties agree that the Project has a minimum useful life of

Section6.2 Reimbursement of the Authority Contribution. If the Authority reasonably
determines that the Recipient has not or is not able to maintain and preserve the Project so that the
minimum useful life is achieved, the Authority has the right to be reimbursed, on a straight-line, pro-
rata basis, for its Authority Contribution. The Authority must notify the Recipient in writing of its
determination and its request for reimbursement. The Recipient will be granted up to sixty (60) days
to remedy the situation after which the Authority will reasonably determine whether or not a remedy
has beenimplemented or to require reimbursement. If reimbursement is required, the reimbursement
amount will be calculated by the Authority as the Authority Contribution less the Authority
Contribution divided by the minimum useful life in years times the number of actual years of useful life
achieved from the Completion Date. The Recipient shall deliver the reimbursement to the Authority
within thirty (30) days of the Authority's final written decision to the Recipient.

Section 6.3 Maintenance of Required Insurance. The Recipient shall maintain insurance in
an amount and with the terms and conditions sufficient to fully cover all losses related to the Project.
The Recipient shall name the Authority as an additional insured for all such policies.

Section6.4 Books and Records Maintained by the Recipient. Subject to applicable law,
during development of the Project and for a period of five (5) years after the Completion Date,
Recipient shall at all times keep accurate and complete books, records and accounts with respect to all
of Recipient's activities related to the Project, such books, records and accounts to be maintained at
Recipient's principal place of business. Subject to applicable laws, during development of the Project
and for a period of five (5) years after completion of the Project, Authority, or any persons designated
by it, shall have the right, without hindrance or delay, but only upon three (3) days prior written notice

=5

and during normal business hours, to inspect, audit, check and make extracts from the Recipient's
books, records and accounts, including, without limitation, all journals, orders, receipts and any
correspondence and other data relating to the books, records and accounts related to the Project as
may be maintained, generated or stored; provided, however, that at any time after such five (5) year
period the Authority requests reasonable access to the Recipient’s books, records and accounts, the
Recipient shall not deny the Authority reasonable access. Recipient hereby irrevocably authorizes any
person, including, without limitation, any of Recipient's employees or agents, having possession or
control of any such books, records and accounts to make them available for the Authority’s inspection
upon Authority's request or, at the option of the Authority, make any computer programs or
mechanical devices or program related thereto and related to the Project available to the Authority.

Section6.5 No Assignments or Changes in Use. The Recipient shall not sell, convey, transfer,
assign, dispose of or further encumber the Project or any part thereof or any interest therein or enter
into any lease covering all or any portion thereof or an undivided interest therein, either voluntarily,
involuntarily or otherwise, or enter into an agreement or contract to do so that would materially affect
the Recipient's ability to fulfill its obligations under or carry out the transactions contemplated by this
Agreement or operate and maintain the Project as a youth and amateur sports and recreational facility
or that would materially affect the Authority’s ability to exercise any of its rights set forth in this
Agreement, without the prior consent of the Authority which consent shall be at the Authority's sole
and absolute discretion. The Recipient shall give the Authority at least thirty (30) days prior written
notice of any transaction that would require the consent of the Authority pursuant to this Section 6.5.

Section 6.6 No Liens on the Project. With the exception of liens which the Recipient is
actively contesting or which allow periodic payments leading to their complete satisfaction so long as
such payments are not in default, if any, the Recipient shall not create or place, permit to be created
or placed or, through any act or failure to act, acquiesce in the creation or placing of, or allow to remain,
any mortgage, lien (statutory, constitutional or contractual), pledge, security interest, encumbrance or
charge or conditional sale or other title retention agreement on the property, either real or personal,
comprising the Project other than liens, encumbrances or conveyances consented to by the Authority
which consent shall be at the sole and absolute discretion of the Authority.

Section 6.7. Monitoring and Reporting Requirements. The Authority Representative, or a
duly appointed agent of the Authority, shall monitor and inspect the progress of the Project during the
course of development and construction as well as during the expected useful life of the Project.

(a) Monthly Report. The Recipient shall, during the course of development and
construction and/or acquisition of the Project, provide the Authority with a monthly progress report
(the “Monthly Reports”). The Monthly Report shall be provided to the Authority by no later than the
fifteenth (15") day of the following month. The Recipient shall use the Project Progress Reporting Form
set forth on Exhibit D or as may be made available through the Authority's website (www.az-sta.com)
in order to provide the Authority with Project progress information as defined in the template in
addition to digital photographs. The Authority may withhold payment of reimbursement requests if
complete and accurate Monthly Reports are not filed with the Authority as required.

(b) Wrap-Up Report. The Recipient shall provide to the Authority a final report using the
Project Progress Reporting Form (Exhibit D) within thirty (30) days of the Completion Date, to coincide
with the final reimbursement request to the Authority.

(c) Sending the Monthly and Wrap-Up Reports. The monthly and wrap-up reports shall be
transmitted electronically to the Authority along with applicable digital photographs to the following
email address: heather@az-sta.com, or to such other address as is proscribed by the Authority.

ARTICLE VII
WARRANTIES, REPRESENTATIONS AND COVENANTS

Section7.1 Representations, Warranties and Covenants by the Recipient. The Recipient
represents and warrants to, and covenants with, the Authority that:

(a) The Recipient is a political subdivision of the State of Arizona, duly organized and existing
under the laws of the State of Arizona, and has full legal right, power and authority to: (i) enter into
this Agreement and (ii) carry out and consummate the transactions contemplated by this Agreement;

(b) The Recipient’s Board of Directors (i) has duly authorized and approved the execution
and delivery of, and the performance of its obligations under this Agreement and (ii) has duly
authorized and approved the consummation of all other transactions contemplated by this Agreement;

(c) This Agreement has been duly executed and delivered by the Recipient and is a legal,
valid and binding agreement of the Recipient enforceable in accordance with its terms, subject as to
enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws in effect from time to time affecting the rights of creditors generally and subject to the availability
of equitable relief;

(d) The consummation of the transactions contemplated in this Agreement does not
conflict with or constitute a breach of or default under any provision of applicable law or administrative
regulation of the State of Arizona or the United States of America or any department, division, agency
or instrumentality thereof or any applicable judgment or decree or any loan agreement, bond, note,
resolution, ordinance, indenture, agreement or other instrument to which the Recipient is a party or
may be otherwise subject, to the extent that such conflict, breach or default would materially adversely
affect or impact the terms or performance of this Agreement;

(e) The Recipient is not in material breach of or material default under any loan agreement,
bond, note, resolution, ordinance, indenture, agreement or other instrument to which the Recipient is
a party or may be otherwise subject and no event has occurred and is continuing that constitutes, or
that with the passage of time or the giving of notice or both would constitute, a material breach of or
a material default under any such agreement, to the extent that such conflict, breach or default would
materially adversely affect or impact the terms or performance of this Agreement or any of the
transactions contemplated by this Agreement;

(f) There are no events or conditions, either in any single case or in the aggregate, that
materially adversely affect or in the future might materially affect the Recipient's condition, financial

or otherwise, or materially affect the Recipient’s ability to fulfill its obligations under or carry out the
transactions contemplated by this Agreement; and

(g) The Recipient has made or will make all required filings with and has obtained all
material approvals, consents and orders of any government authority, board, agency or commission
having jurisdiction that would constitute a condition precedent to the performance by the Recipient of
its obligations under this Agreement.

Section7.2 Representations, Warranties and Covenants by the Authority. The Authority
represents and warrants to, and covenants with, the Recipient as follows:

(a) Except as otherwise modified by the Act, the Authority is organized and existing under
the laws of the State of Arizona as a corporate and political body having all the rights, powers and
immunities of a municipal corporation, and has full legal right, power and authority to (i) enter into this
Agreement and (ii) carry out and consummate the transactions contemplated by this Agreement;

(b) Any and all hearings, ordinances and approvals prerequisite to the execution and
delivery of this Agreement have been held, enacted or granted and in the processing thereof all notice
and hearing requirements under applicable law have been fully complied with, including, but not
limited to, open meeting laws of the State of Arizona;

(c) The Authority Board (i) has duly authorized and approved the execution and delivery of,
and the performance of its obligations under this Agreement and (ii) has duly authorized and approved
the consummation of all other transactions contemplated by this Agreement;

(d) This Agreement has been duly executed and delivered by the Authority and is a legal,
valid and binding agreement of the Authority enforceable in accordance with its terms, subject as to
enforcement of remedies to applicable bankruptcy, insolvency, reorganization, moratorium and similar
laws in effect from time to time affecting the rights of creditors generally and subject to the availability
of equitable relief;

(e) The consummation of the transactions contemplated in this Agreement will not conflict
with or constitute a breach of or default under any provision of applicable law or administrative
regulation of the State of Arizona or the United States of America or any department, division, agency
or instrumentality thereof or any applicable judgment or decree or any loan agreement, bond, note,
resolution, ordinance, indenture, agreement or other instrument to which the Authority is a party or
may be otherwise subject, to the extent that such conflict, breach or default adversely affects or
impacts the terms or performance of this Agreement, any of the transactions contemplated by this
Agreement;

(f) The Authority is not in material breach of or default under any such provision, and no
event has occurred and is continuing that constitutes, or that with the passage of time or the giving of
notice or both would constitute, a breach of or a default under any such provisions, to the extent that
such conflict, breach or default adversely affects or impacts the terms or performance of this
Agreement or any of the transactions contemplated by this Agreement;

(g) There are no events or conditions that, either in any single case or in the aggregate,
materially adversely affect or in the future might (so far as can reasonably be foreseen) materially affect
the Authority's condition, financial or otherwise, or materially affect the Authority's ability to fulfill its
obligations under or carry out the transactions contemplated by this Agreement; and

(h) The Authority has made or will make all required filings with and has obtained all
material approvals, consents and orders of any government authority, board, agency or commission
having jurisdiction that would constitute a condition precedent to performance by the Authority of its
obligations under this Agreement.

ARTICLE VIII
ASSIGNMENT

Section 8.1 — This Agreement may not be assigned by the Authority or the Recipient without
the prior written consent of the other Party.

ARTICLE IX
EVENTS OF DEFAULT

Section9.1 Recipient Events of Default. The following shall be “Events of Default” by the
Recipient under this Agreement:

(a) If any warranty or representation of the Recipient contained herein shall prove to be
false, misleading, untrue or incorrect in any material respect;

(b) If the Recipient breaches or defaults in the performance or observance of any covenant,
promise, undertaking or agreement contained in this Agreement and fails to cure the same or fails to
diligently and continuously pursue or perform the actions necessary to cure the same within thirty (30)
days after written notice to the Recipient by the Authority of such breach or default; provided,
however, if the failure stated in the written notice cannot be corrected within the applicable period,
the Authority may consent to an extension of such time if corrective action is instituted by the Recipient
as appropriate, within the applicable period and diligently pursued until the default is corrected. In no
event shall the cure period set forth in this Section 9.1(b) be longer than one hundred eighty (180) days
from the Recipient’s receipt of notice of default from the Authority;

(c) If the Recipient (i) files a voluntary petition in bankruptcy, (ii) fails to promptly lift any
execution, garnishment or attachment, (iii) is adjudicated as a bankrupt, (iv) fails or is unable to pay its
debts generally as they become due, (v) admits in writing its inability to pay its debts, (vi) makes a
general assignment for the benefit of creditors, (vii) enters into an agreement of composition with
creditors, or files a petition applicable to the Recipient in any proceedings instituted under the
provisions of the federal bankruptcy statute, as amended, or under any similar acts that may hereafter
be enacted, and such petition is not dismissed within sixty (60) days after service on the Recipient; or
if a receiver or trustee or custodian has been appointed in any proceeding for all or substantially all of
the Recipient’s property or assets; or if the Recipient has requested the appointment of such receiver,
trustee or custodian; or if the Recipient is adjudged insolvent under any state insolvency law;