CIP 62208 - Gentry Park Lighting

City of Parks and Recreation Department

EL MIR AGE = 10355 N 121% Avenue, El Mirage 85335
Arizona Phone: 623-935-6405; Fax: 623-935-6184; TDD: 623-933-3258
PARKS & RECREATION wewmelmitageaz gov
To: City of El Mirage City Council
From: Sean VonRoenn, Parks & Recreation Director
Martina Longoria, Program Coordinator - Administration
Date: May 7", 2024
Re: Gentry Park Lighting Project Updates

The replacement of the ballfield lights at Gentry Park with new LED lighting, a project included in the FY24
Budget (CIP 62208), was identified by staff to submit as a potential grant funding request from the Arizona
Sports and Tourism Authority (AZSTA). In February 2023, with the approval of the City Council, a grant
application was submitted to AZSTA requesting $250,000 based on the project cost estimate of $400,000. Due
to a high volume of applications received by AZSTA, they were able to provide partial funding of $132,500. On
June 23, 2023, the City received an award letter from AZSTA. Pricing and terms of $350,246.47 for the project
were quoted through the cooperative use of contract 22-11PV-05 from the 1GPA organization and presented to
the City Council on December 5, 2023.

At the December 5, 2023, Council Meeting, the Council requested that staff modify the proposed scope of work
to retrofit the existing wood poles. City staff worked with a certified contractor to inspect the current wood
poles to evaluate whether they could sustain new LED light fixtures.

The new project proposal includes revised pricing from (PLG LLC) to retrofit new lighting on the existing
wooden poles and to remove and replace one wood pole identified as deficient. The one new wood pole would
be obtained directly by the City from APS. The revised cost based on the modified scope is $249,467.53, and
AZSTA's grant reimbursable amount will be adjusted to $128,366.76 (51.4563%). The remaining $4,133.24 of
the grant would be requested for reimbursement should there be additional unexpected expenses. The project
cost for the City is $121,100.77. In addition, a 5% contingency of $12,473.38 is being requested and would be
partially eligible for AZSTA reimbursement.

The existing agreement between AZSTA and the City of El Mirage expires on June 30, 2024. AZSTA has
provided preliminary verbal approval for the change in scope of work and an extension to complete the work by
March 31, 2025. A draft letter has been prepared for AZSTA to confirm the agreement extension to allow the
City to complete the project's modified scope of work. If approved by the Council as presented, it is estimated
that a three-to-six-month lead time will be necessary for materials to be received and mobilization to occur with
the contractor.

Gentry Park Field Lighting Improvement Project Update

Contractor Total Cost Notes

Procurement: 1GPA-22-11PV-05. Scope includes retrofitting
PLG S 243,318.89 |existing wood poles with new LED lighting + removal and
replacement of one deficient pole.

Sole source, only vendor capable of supplying sufficient sized

PS Wi P. 148.64
A ood Pole > 6, wood pole. Sales agreement attached.
Total Project Cost | $ 249,467.53 |Proposed project costs without contingency.
AZSTA Contract specifies 51.4563% match. Contract extension
AZSTA Grant S 128,366.76
and scope change request letter attached.
City Match S 121,100.77 |Required remaining amount of projected project cost
Contingency 5 12,473.38 |Recommended 5% total project contingency

fosinenen | _sa387aas [ros anticipated to be completed by March 2025.

10231 E. Apache Trail
Mesa, AZ 85120
P: 480.218.6104

emf iC F: 480.654.8374
www.PLGLED.com

April 15", 2024 Page 1 of 4

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

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

Re: Bill Gentry Park — Lighting Improvement Project Updated
Proposal — Baseball Field Lighting Retrofit
14010 N. El Mirage Road
El Mirage, AZ 85335

Mr. Chambers,
PLG, LLC (PLG) is pleased to present the following proposal for the Baseball Field Lighting Retrofit:

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. Included in the lighting package

e High mast baseball field sport fixtures.

© New high mast sports light crossmember arms.

e Wireless Gateway for lighting controls.

@ Pole Riser Hardware and SOOW cable wiring for installation.

2. Construction and Installation Services:
@ Remove and dispose of existing HID sports lighting fixtures mounted on high mast pole and cell
tower.
e Install sports lighting fixtures on existing poles.
¢ Install wireless gateway at SES or lighting control panel.
® Remove (1) existing direct bury high mast pole.
®  Excavate (1) location for new direct bury pole.
® Cut down (1) City provided pole to match existing pole height.
@ Install (1) new City supplied 85’ direct bury pole, backfill and compact, reinforce.

3. Additional Services for this project include the following:
@ Commissioning
e Lighting Design
e Fixture Aim Diagrams
e Project Management

Continued on next page

Energy Efficient Lighting - Complete Project Management — Sustainable Solutions

10231 E. Apache Trail
Mesa, AZ 85120
P: 480.218.6104

re = F: 480.654.8374
www.PLGLED.com

April 15", 2024 Page 2 of 4

Re: Bill Gentry Park — Lighting Improvement Project Updated
Proposal — Baseball Field Lighting Retrofit

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

174 Cooper Ephesus Fixture — 640 Watt — 120-277 Volt
Part Number: EPH-LS-08-0640L-57-70-4S-CV5
Cooper Ephesus Fixture — 640 Watt — 120-277 Volt °
Part Number: EPH-LS-08-0640L-57-70-5S-CV5 3 EA $ 2,166.67 $28,166.71
Makers — 6-Fixture Cross Arm
170 Part Number: MSCA6 4 EA S$ 5,666.67 $ 22,666.68
Makers — 4-Fixture Cross Arm
171 Part Number: MSCA4 3 EA $ 3,777.78 $ 11,333.34

Cooper Ephesus Airmesh Hub- Wireless Gateway

19 EA $2,166.67 | $41,166.73

175

176 PLG Part Number: PLG-SBC-08-IV-50-400 1 EA $ 6,666.67 $ 6,666.67
Sports Lighting Commissioning
178 | part Number: NGU-COMMISSIONING tT | FA} $555.56 | $555.56
Lighting Design
180 Part Number: NGU-LD 1 EA $555.56 $ 555.56
Aiming Design
181 | part Number: NGU-AD 1 | FA] $959.56 | $555.56
182 Project Management Services 1 EA $2,222.23 $ 2,222.23
Part Number: NGU-PM — “oe
- SO Cord~—6 Gauge 10 EA $ 749.26 $ 7,492.60
- Pole Riser Cable Guard 20 EA S$ 243.42 $ 4,868.40
Material Subtotal | $ 126,250.00
No. | Description Qnt. | Unit Price Extended

Service Rates - Low Voltage Services
3.1 | Journeyman Electrician (4-Man Crew) 626 HR S 75.00 $ 46,950.00

Installation Subtotal | $ 46,950.00

Continued on next page

Energy Efficient Lighting - Complete Project Management — Sustainable Solutions

10231 E. Apache Trail
Mesa, AZ 85120
P: 480.218.6104

ool Ge F: 480.654.8374
www.PLGLED.com

April 15", 2024 Page 3 of 4

Re: Bill Gentry Park — Lighting Improvement Project Updated
Proposal — Baseball Field Lighting Retrofit

Lighting Improvement Project Continued

No. | Description Qnt. | Unit Price Extended
Service Charges for Special Equipment
- | 80’ Articulating Boom (2-Lifts) : 4 WK | $7,222.23 $ 28,888.92
- | 9-Ton Platform Crane (Onsite Delivery and Pick-Up) 1 Dy | $7,222.23 $ 7,222.23
Special Equipment Subtotal | $ 36,111.15
Pass Through Items
- | Fuel 1 EA $4,650.00 $4,650.00
- | Construction Material and Consumables 1 EA 10,913.99 $ 10,913.99
- | Materials Disposal 1 EA | $3,400.00 $ 3,400.00
- | Bonding — Pass Through 1 EA $ 4,000.00 $ 4,000.00
Pass Through Subtotal | $ 22,963.99
Project Subtotal $ 232,275.14
Sales Tax — 9.3% — Materials Only (MRRA) $ 11,043.75
Total S 243,318.89

Notes and Qualifications:
e Proposal includes sales tax (transaction privilege tax) for materials at point of purchase.
® Lead time to be provided upon project acceptance.
e 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.

General Exclusions:

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

Does not include Temporary Power or Generators.

Any work outside of the listed scope of work without written change order.
Does not include any material, soil, compaction, concrete testing.

Does not include cost of engineering.

Does not include cost of special inspections.

Does not include cost of permitting or permit fees.

FO mo o0S

Energy Efficient Lighting - Complete Project Management — Sustainable Solutions

oe on

10231 E. Apache Trail
Mesa, AZ 85120

P: 480.218.6104

F: 480.654.8374
www.PLGLED.com

April 15", 2024

Re: Bill Gentry Park — Lighting Improvement Project Updated
Proposal — Baseball Field Lighting Retrofit

Page 4 of 4

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

Energy Efficient Lighting - Complete Project Management — Sustainable Solutions

CONTRACT SUMMARY

7é =, Electrical and Lighting Products, EV Charging

1Government Procurement Alliance Stations and Services

VENDOR: PLG LLC

CONTRACT NUMBER: 22-11PV-05

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

jeff@plgled.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

Warranty Member Portal

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

Other

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

aps

Yard Loading Hours:
Monday thru Friday THIRD PARTY MATERIAL SALES AGREEMENT DATE: 4.10.2024

7:00 am to 11:00 am
11:30 am to 1:30 pm

Sales Agreement No: 04102024LK

This Sales Agreement (“Agreement”) by and between Arizona Public Service Company (“APS’), acting on its own behalf and for
the benefit of Pinnacle West Capital Corporation (“PNW”), having its principal place of business at 400 North 5th Street, Phoenix,
AZ 85004, and [Buyer Legal Name] (“Buyer”), having its principal place of business at [Buyer Address], is effective [02.26.2024]
(the “Effective Date”).

1.

RECITALS.

1.1. APS agrees to sell, transfer, and assign to Buyer all right, title and interest in and to the material listed in Attachment
A (‘Material’), under the terms and conditions set forth in this Agreement.

1.2. All sale, transfer and assignment is made without warranty, representation and recourse, other than warranty of title.

1.3. All Material is sold by APS “as is, where is” and the Buyer accepts all risks in connection with the ownership and use
of the Material.

PAYMENT. Unless otherwise agreed to in writing by both parties, Buyer will pay APS the entire amount due for Material
as outlined in Attachment A (“Total Purchase Price”) on or prior to the date Buyer removes the Material from APS’s premises.
If Buyer fails to pay the Total Purchase Price for the Material in accordance with the foregoing, APS may, at its option,
cancel this Agreement without notice and without liability to APS and APS will be entitled to retain all Material and may, at
its sole discretion, retain any and all payments received from Buyer for the Material.

TAXES. Buyer will pay any applicable taxes for the Material unless Buyer is purchasing the Material for resale and furnishes
APS with documentary evidence of exemption.

REMOVAL OF THE MATERIAL.

4.1. Buyer will remove all Material within thirty (30) calendar days after the Effective Date of this Agreement unless
otherwise agreed upon in writing by both parties. Buyer will remove all the Material from APS’s premises in a timely
manner at a date and time mutually agreed to in writing by APS and Buyer, provided, however, that Buyer will not be
entitled to remove any of the Material until APS has received payment in full for all Material.

4.2. Unless otherwise agreed to in writing by both parties, Buyer is solely responsible for, and will bear all costs and
expenses associated with, the removal, loading and transportation costs of the Material and all debris caused by such
removal from APS’s premises.

4.3. If Buyer does not remove all of the Property from APS‘s premises within 30 days of the Effective Date of this Agreement,
or as otherwise agreed to by both parties in writing, APS may, at its sole discretion, either:

(i) extend the time period for Buyer's removal of the Material by such number of additional days as APS deems
reasonable, in which case APS may charge Buyer storage and/or administrative fees in such amounts as APS
deems reasonable and Buyer will pay such storage and/or administrative fees before it will be permitted to
remove any of the remaining Material from APS‘s Premises; or

(ii) consider the remaining Material to have been abandoned by Buyer, in which case Buyer will lose all right, title
and interest in such remaining Material, title to such remaining Material will revert to APS, and APS may, at its
sole discretion, retain any and all payments received from Buyer for the Material.

5. DELAY IN REMOVAL OF MATERIAL.

5.1. APS may delay removal of the Material from APS’s premises for a reasonable time as deemed by APS for either
business purposes or situations out of APS’s control, including but not limited to: flood, fire, lighting, windstorm,

APS THIRD PARTY SALES AGREEMENT REVISION DATE 1/18/22

Yard Loading Hours: foe ps

Monday thru Friday THIRD PARTY MATERIAL SALES AGREEMENT DATE: 4.10.2024
7:00 am to 11:00 am
11:30 am to 1:30 pm

Sales Agreement No: 04102024LK

weather, epidemic, pandemic, quarantine restriction, war, sabotage, act of a public enemy, terrorism, earthquake,
insurrection, riot, civil disturbance, labor strike, transportation, materials or equipment shortages or interruptions,
restraint by a court order or public authority, or action or non-action by a governmental body, or any condition deemed
unsafe by APS. In no event will APS be liable for any loss, damage, or other consequence of any failure or delay in
fulfilling any or all of APS’s obligations hereunder to the extent such failure or delay is beyond APS’s reasonable
control.

5.2. If APS delays removal of the Material more than thirty (30) business days after the Effective Date of this Agreement,
Buyer may terminate this Agreement and APS will refund the money Buyer paid to APS, provided that Buyer
immediately submits written notice of termination to APS. This Section 5.2 is Buyer's sole remedy in the event APS
delays Buyer’s removal of the Material. Buyer hereby waives all other remedies otherwise available to it for APS’
failure or delay.

6. ENVIRONMENTAL HAZARDS. Buyer will not release or discharge any substance or waste (including petroleum and
petroleum products) which is designated, classified or regulated as toxic, hazardous or a pollutant or which becomes so
designated, classified or regulated under any local, state of federal statute, regulations, law or ordinance (“Hazardous
Substances”) onto, into, or otherwise pollute any soils, surface water, groundwater, or ambient air in violation of the laws,
rules, and regulations of the governmental entities having jurisdiction. Buyer will not take any action or fail to take any action
which would result in the spread, migration or exacerbation of any existing Hazardous Substances. If such release,
discharge, spread, migration or exacerbation occurs, Buyer will immediately notify APS and upon approval from APS, Buyer
will abate, remove, or remediate such release, discharge, spread, migration or exacerbation as required by law including,
but not limited to, decontamination, removal, and disposal of the Hazardous Substances and any contaminated soil,
replacement of contaminated soil with clean soil, and repair damage, all at Buyer’s sole expense.

7. TITLE AND RISK OF LOSS. Title to the Material will pass to Buyer upon full payment to APS, or when Buyer or Buyer's
representative disassembling and/or loading of the Material onto Buyer carrier (“Work”) begins, whichever is sooner. If APS
loads the Material on Buyer's carrier, the risk of loss to the Material will pass to Buyer when APS loads the Material on
Buyer's carrier. APS is not liable for any loss or damage to the vehicle or equipment to which the Material is loaded on either
during the loading or transportation process. If the Buyer performs the Work, the risk of loss to the Material will pass to
Buyer when Buyer begins the disassembly of the Material or the Buyer begins the loading of the Material, whichever occurs
first.

8. INSURANCE. Without limiting any liabilities or other obligations of Buyer, prior to commencing Work, Buyer will provide and
maintain, with forms and insurers acceptable to APS, until all the obligations under this Agreement are satisfied, at least the
insurance coverages as follows:

8.1, Workers’ Compensation Insurance with statutory limits, and Employer's Liability Insurance with limits of not less than
$1,000,000 per accident and per employee for bodily injury or disease.

8.2. Commercial General Liability (CGL) insurance with limits of $1,000,000 per occurrence and $2,000,000 aggregate for
general and products-completed operations. Coverage will be on an “occurrence” basis using Insurance Services
Office (ISO) Form CG 00 01 or equivalent, including coverage for premises operations, independent contractors,
products-completed operations, personal and advertising injury and liability assumed under the Agreement. If Work is
to be performed within 50 feet of a railroad track, the policy must contain, and the supplied Certificate of Insurance
must reference, the “Contractual Liability Railroads” ISO form CG 24 17 10 01 (or a substitute form providing equivalent
coverage) endorsement showing the Designated Job Site.

8.3. Commercial Automobile Liability insurance with limits of not less than $1,000,000 per accident covering all of Supplier's
owned, hired, or non-owned vehicles used in connection with the Agreement.

APS THIRD PARTY SALES AGREEMENT REVISION DATE 1/18/22

Yard Loading Hours:

aps

Monday thru Friday THIRD PARTY MATERIAL SALES AGREEMENT DATE: 4.10.2024

7:00 am to 11:00 am
11:30 am to 1:30 pm

8.4.

8.5.

8.6.

8.7.

Sales Agreement No: 04102024LK

Umbrella/Excess Liability. Umbrella or Excess Liability insurance with limits of not less than $2,000,000 per occurrence
and in aggregate greater than the underlying CGL, Employer's Liability, and Commercial Automobile Liability limits
above. All umbrella or excess liability policies must follow the form of the underlying policies and expressly provide that
the Umbrella or Excess Liability policy drops down over a reduced or exhausted aggregate limit of the underlying
insurance.

Pollution Liability Insurance. If Buyer's obligations under this Agreement include the disposal, transport, handling of
Hazardous Substances, then Buyer or Buyer will provide and maintain Pollution Legal Liability insurance with limits
not less than $5,000,000 per occurrence/claim and $10,000,000 in the aggregate. Coverage must apply to sudden
and accidental incidents and gradual pollution conditions, including, but not limited to, passive contaminant migration
resulting from the presence, abandonment, disposal, discard, spill, discharge, escape or release of any smoke, vapors,
fumes, acids, alkalis, toxic chemicals, liquids or gases, natural gas, waste materials, or other irritants, contaminants,
silt, sediment, or pollutants into or upon land, including, but not limited to subsurface strata, the atmosphere, ambient
air or any surface water or groundwater resource of any kind. Policy must not include any exclusion for asbestos, lead
paint, petroleum, silica or mold/fungus. Such policy must include coverage for: bodily injury and property damage,
including loss of use of damaged property or of property that has not been physically injured; cleanup costs; costs of
defense, including costs and expenses incurred in the investigation, adjustment, or settlement of claims and coverage
for non-owned disposal site coverage. If coverage is written on a claims-made basis, continuous coverage must be
maintained during the term of the Agreement and for three (3) years after completion, cancellation or termination of
the Agreement. Such policy must not contain a sunset clause or restricted coverage term.

Except for Workers’ Compensation insurance, the policies required by this Section will name APS as an additional
insured. The policies will stipulate that the insurance will be primary insurance and that any insurance or self-insurance
carried by APS shall not be contributory insurance. Buyer will waive any and all recovery rights to which any insurer of
Buyer may have against APS by virtue of the payment of any loss under any insurance. In the event Buyer purchases
insurance policies required that are not occurrence policies, Buyer will either (a) maintain claims made policies for at
least three (3) years following termination of this Agreement, or (b) obtain extended discovery periods for such policies
for at least three (3) years following termination of this Agreement.
\

Prior to receiving the Materials, Buyer will furnish APS with Certificates of Insurance as evidence that policies providing
the required coverages, conditions, and limits are in full force and effect. Buyer shall be responsible for obtaining the
Certificates of Insurance from its Subcontractors. All certificates will provide that not less than thirty (30) days advance
notice of cancellation, termination, or alteration will be sent directly to APS addressed as follows:

Arizona Public Service Company
Investment Recovery

P.O. Box 53933 Station 3791
Phoenix, Arizona 85072-3933

9. APPLICABLE LAW AND JOBSITE REQUIREMENTS. Buyer and any subcontractor(s) will comply with all applicable law
and all APS jobsite requirements, including but not limited to, fire prevention, safety, and security requirements, as outlined
in the APS Contractor Safety Manual.

10.

11.

LICENSES, PERMITS AND NOTICES. Buyer will obtain and pay for all required consents, approvals, licenses and
permits that are in any way related to its purchase of the Material. Buyer represents and warrants that it has obtain all
such consents, approval, licenses and permits.

SUBCONTRACTORS. Buyer will at all times be responsible for the acts and omissions of its subcontractors and persons
employed, hired or retained by them. Nothing in this Agreement will create any contract between Buyer's subcontractor(s)

APS THIRD PARTY SALES AGREEMENT REVISION DATE 1/18/22

Yard Loading Hours: i) aps

Monday thru Friday THIRD PARTY MATERIAL SALES AGREEMENT DATE: 4.10.2024

7:00 am to 11:00 am
11:30 am to 1:30 pm

Sales Agreement No: 04102024LK

and APS or any obligation on the part of APS to pay, or to be responsible for the payment of, any sums to Buyer’s
subcontractor(s).

12, DISCLAIMER OF WARRANTIES. BUYER ACKNOWLEDGES THAT IT IS BUYING THE MATERIAL ON AN “AS IS,
WHERE IS” BASIS WITH ALL FAULTS. BUYER ACKNOWLEDGES THAT IT ACCEPTS THE MATERIAL(S) IN THE
CONDITION OFFERED BY APS AND THAT THE MATERIAL IS ACCEPTABLE AND SUITABLE FOR THE PURPOSES
FOR WHICH BUYER INTENDED TO UTILIZE THEM. APS MAKES NO EXPRESS, IMPLIED, OR PROSPECTIVE
WARRANTIES OR REPRESENTATIONS, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR PURPOSE, EXCEPT THAT APS WARRANTS THAT IT HAS TITLE TO THE
MATERIAL AND HAS THE RIGHT TO SELL THE MATERIAL.

13. INSPECTION. Buyer acknowledges that it has either waived inspection or has thoroughly inspected the Material and that
it is buying the Material solely in reliance upon such inspection, and not in reliance upon the description of the Material set
forth in this agreement or any representations or statements made by APS. In the event Buyer receives any oil-filled
Material determined by Buyer to contain 45ppm PCB or greater, Buyer must immediately notify APS of the test results and
hold Material at their facility until final disposition of the Material is arranged between Buyer and APS.

14. LABELING. Buyer will remove and refrain from making use of any and all trademarks, service marks, labels, logos,
distinctive markings, and designs of APS which may appear on the Material or on any packaging materials.

15. INDEMNIFICATION. Except in the event of APS’s sole negligence, Buyer will indemnify, defend, and hold harmless APS,
PNW, and all of its officers, directors, employees, agents, advisers, representatives, affiliates, successors, insurers, and
assigns, for, from, and against, any and all liabilities, losses, damages, fines, penalties, costs, and expenses, of any kind or
nature, arising out of Buyer’s purchase or use of the Material, including all reasonable attorneys’ fees and expenses, that
APS may incur in connection with any claim, action, dispute, demand, or right of action, whether in law or in equity, of every
kind and character, arising out of, or resulting from (i) any harm, injury or death to any person, or any damage or destruction
of any tangible property, including the property and/or personnel of Buyer, and/or (ii) any actual or alleged environmental
liability arising out of, or resulting directly or indirectly from or in connection with, the purchase, use or disposal of the
Material, including without limitation any violations of environmental laws or regulations or any spill or release of Hazardous
Substances arising in either event out of Buyer’s use, possession, storage, or disposal of the Material.

16. EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY. NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ADVISERS, REPRESENTATIVES, AFFILIATES, OR SUCCESSOR OR
ASSIGNS, WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR
PUNITIVE DAMAGES FOR ANY ACTIONS RESULTING FROM OR ARISING OUT OF THIS AGREEMENT, FOR
CLARITY, TO THE EXTENT THAT APS IS ENTITLED TO INDEMNIFICATION FROM THE BUYER AS A RESULT OF A
THIRD PARTY CLAIM, ANY DAMAGES AWARDED TO SUCH THIRD PARTY (DIRECT, CONSEQUENTIAL, OR
OTHERWISE) WILL BE DEEMED TO BE APS’ DIRECT DAMAGES, FOR WHICH THE BUYER SHALL BE LIABLE. IN
NO EVENT WILL EITHER PARTY’S DIRECT DAMAGES EXCEED THE TOTAL PURCHASE PRICE FOR THE
MATERIAL SET FORTH IN ATTACHMENT A.

17. GOVERNING LAW. This Agreement will be governed by and interpreted under Arizona law, without regard to any conflict
of laws provision.

18. SURVIVAL. Any provision of this Agreement that imposes or contemplates continuing obligations on a party will survive
the expiration or termination of this Agreement.

19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties relating to the subject matter

hereof, superseding any previous agreements or understandings, and no other terms or conditions will apply to the subject
matter of this Agreement.

APS THIRD PARTY SALES AGREEMENT REVISION DATE 1/18/22

e
Yard Loading Hours: ° <) aps

Monday thru Friday THIRD PARTY MATERIAL SALES AGREEMENT DATE: 4.10.2024
7:00 am to 11:00 am
11:30 am to 1:30 pm

Sales Agreement No: 04102024LK

20. SEVERABILITY. If any provision of this Agreement is held invalid by a court of competent jurisdiction, the rest of this
Agreement will remain in full force and effect.

21. EXECUTION. This Sales Agreement is executed by the authorized representatives of the parties.

Arizona Public Service Company [Buyer Name]
“APS” “Buyer”

By: Lisa Krier By:

Printed Name: Lisa Krier Printed Name:
Title: Investment Recovery Analyst Title:

Date Signed: 4.10.2024 Date Signed:

APS THIRD PARTY SALES AGREEMENT REVISION DATE 1/18/22

vrs tong Haws “aps

Monday thru Friday THIRD PARTY MATERIAL SALES AGREEMENT DATE: 4.10.2024
7:00 am to 11:00 am
11:30 am to 1:30 pm

Sales Agreement No: 04102024LK

Attachment “A”- List of Materials

Qty 1
POLE, WOOD, CLASS 1, 85FT, TREATED WITH PENTA-OIL OR CLEAN CREOSOTE, CEDAR, DOUGLAS FIR OR
SOUTHERN YELLOW PINE PER APS SPECIFICATION MS-1900 & MS-1913

Addendum to Section 4. REMOVAL OF MATERIAL
APS will deliver Material to:

Bill Gentry Park

14010 N El Mirage Rd.

EI Mirage, AZ 85335
Contact: Cason Chambers
480-372-1131

Total Purchase Price: $ 6,148.64

APS THIRD PARTY SALES AGREEMENT REVISION DATE 1/18/22

City of Office of the City Manager

10000 N. El Mirage Road, El Mirage 85335

EL MIRAGE 623-972-8116; TDD 623-933-3258

re Arizona www.elmirageaz.gov
GRAND HERITAGE, BRIGHT FUTURE!

May 8", 2024

Tom Sadler Heather J. Rayfield

President and CEO Grant Manager

Arizona Sports & Tourism Authority Arizona Sports & Tourism Authority
State Farm Stadium State Farm Stadium

1 Cardinals Drive 1 Cardinals Drive

Glendale, AZ 85305 Glendale, AZ 85305

Dear Mr. Sadler and Ms. Rayfield,

As a follow-up to the progress report provided in December 2023, there have been some delays in the
City of El Mirage’s Lights at Gentry Park Project for which the AZSTA approved $132,500 through the
FY2024 Biennial Grant request for this project. This grant award amount was originally based on the
estimated total cost of $257,500. The current delay is primarily due to the substantially increased total
cost of $350,250 to complete the full project, which was brought before our City Council for approval on
December 5", 2023. City Council declined to move forward with the current scope and directed staff to
explore retrofitting the existing wooden light poles with new LED fixtures in an effort save costs on
upgrading to metal poles.

Over the past few months, the City has worked with a certified contractor to conduct an inspection of
the current wooden poles and ensure they are in the condition that would sustain new LED light
fixtures. If approved, one current wood pole would need to be removed and replaced as part of this
project. Additionally, the City has confirmed revised pricing with a preferred state contracted provider
to modify their original scope of work to include only a retrofit of new lighting installed on the existing
wooden poles. The new confirmed total project cost proposal based on the modified scope is
$249,467.53, which would adjust AZSTA’s grant reimbursable amount to $128,366.76 at 51.4563%. The
remaining $4,133.24 of the original grant award matching amount would be requested for
reimbursement should there be additional unexpected expenses.

The existing agreement between AZSTA and the City of El Mirage expires on June 30, 2024. Due to the
delay in the project and for the reasons stated above, the City of El Mirage is respectfully requesting a
change in scope of work and extension to complete the work by March 315, 2025. The extension would
allow the City to complete the project’s modified scope of work and save costs overall by utilizing
existing infrastructure. The City is committed to continue inspecting the existing wooden poles and
ensuring that this amenity with improved LED fixtures will remain operational for the anticipated
lifespan of the lighting assets. The City of El Mirage appreciates the partnership with the Arizona Sports
and Tourism Authority and looks forward to providing this valuable quality of life amenity enhancement
in our community.

Sincerely,

J. Crystal Dyches
City Manager

YZ TH

ARIZONA SPORTS & TOURISM AUTHORITY State Farm Stadium
1 Cardinals Drive
June 23, 2023 Glendale, AZ 85305
(P) 623.433.7500
J. Crystal Dyches Www.az-sta.com
City Manager

EI Mirage, City of

10000 N. El Mirage Road
City Hall

El Mirage, AZ 85335-3607

SENT VIA EMAIL

Dear J. Crystal Dyches,

On behalf of our Board of Directors and President, we are pleased to inform you that your FY2024
Biennial Grant request has been approved. Based on the estimated total project cost of $257,500.00,
AZSTA will reimburse 51.4563% up to $132,500.00.

AZSTA is limited to a maximum two-thirds of the total project costs. Please note that 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. The funding
approved is contingent upon the criteria listed in the application submitted by your organization and
described in the funding agreement.

Additionally, please review your funding agreement, complete all required areas, sign, and return to
heather@az-sta.com. Once received, our legal counsel will review and we will send you a copy of the
fully executed agreement. Projects may not start prior to July 1, 2023.

A virtual grant reporting and management workshop is anticipated to be held in August 2023. This
workshop is highly important to ensure that reimbursement documentation is submitted correctly and
reimbursement checks are not delayed. The workshop is required for first time recipients or those who
received an award before FY2022 as the required documents have been updated. We will provide
detailed information in the coming weeks.

Congratulations and we look forward to working with your organization.

Sincerely,

President and CEO

Ff
mErer . Ra
Grant Manager

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
E/ 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”), asa 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.

C. 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 (sce 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 I
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 Ill
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 ona 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

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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

Section 4.1 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

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