Visitor Center Agreement

PROFESSIONAL SERVICES AGREEMENT BETWEEN
CITY OF APACHE JUNCTION AND
THE APACHE JUNCTION CHAMBER OF COMMERCE
FOR OPERATION OF A LOCAL VISITOR INFORMATION CENTER

THIS AGREEMENT is made as of the ____ day of ___—s 20s (thee
“Effective Date”) by and between the CITY OF APACHE JUNCTION, an Arizona
municipal corporation (“City”), and APACHE JUNCTION CHAMBER OF
COMMERCE, an Arizona non-profit corporation (“Consultant”), sometimes
collectively referred to as the “Parties” or individually as a “Party.”

RECITALS

A. City desires to retain a consultant to operate a local visitor
information center and to make payment for the same in accordance with the
terms and conditions set forth in this Agreement, including all attachments and
addenda which are appended to it.

8. The open market procedures have been satisfied to the extent they
apply.

Cc. The Parties have set forth below contemplated‘services Consultant
will provide to City, including payment terms for such services and products.

AGREEMENT

NOW, THEREFORE, in consideration of the Recitals noted above, the
mutual covenants and conditions below, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:

4, CONSUL T’S OD : Consultant agrees to perform the
professional services detailed in Exhibits A and_C (the “Services”).

2. COMPENSATION: In accordance with Exhibit B and the terms and
conditions of this Agreement, City shall compensate Consultant for the Services
in an amount not to exceed One Hundred Eighty Nine Thousand Five Hundred
Ninety Four Dollars and Zero Cents ($189,594.00) (the “Contract Amount”).

3. CONSULTANT BILLING: Consultant shall invoice City on a time and
expense basis in a total amount not to exceed the Contract Amount. City agrees
to process for payment invoices received from Consultant within thirty (30)
calendar days following receipt of such invoices, provided Consultant fulfills all
duties and obligations set forth in this Agreement. Review of invoices by City may
include an inspection of the Services.

4. TERM: The term of this Agreement shall commence on July 1, 2026
and end on June 30, 2029. Following the initial term, the Parties may extend this
Agreement for up to two (2) additional one-year periods. This Agreement may be
extended upon mutual written consent of the Parties provided that any
amendment shall be executed by an authorized signatory of the Parties and
provide in writing the amended term of the Agreement and, if applicable, a
specified dollar amount of additional payment to be owed by City to Consultant.

5. CITY’S STANDARD OF PERFORMANCE: City shalt furnish Consultant
with all data, information and other supporting services necessary for Consultant
to perform the Services.

6. CONSULTANT’S STANDARD OF PERFORMANCE: While performing
the Services, Consultant shall exercise the reasonable professional care and skill
customarily exercised by reputable members of Consultant’s profession
practicing in the Phoenix Metropolitan Area, and shall use reasonable diligence
and best judgment while exercising its professional skill and expertise.
Consultant shall be responsible for all errors and omissions Consultant or its
subcontractors commit in the performance of this Agreement.

7. NOTICES: All notices to a Party required under this Agreement shall
be in writing and sent by first class certified mail, postage prepaid, return receipt
requested, addressed to the following:

If to City: City of Apache Junction
Ryan Kaup, Economic Development Director
300 East Superstition Boulevard
Apache Junction, AZ 85119

If to Consultant: Apache Junction Chamber of Commerce
Mary Ann Przybylski, President & CEO
567 West Apache Trail
Apache Junction, AZ 85120

8. INSURANCE:

8.1. General Provisions. Consultant, at its own expense, shall purchase
and maintain during the Term the insurance required by this Agreement with
companies duly licensed, possessing a current A.M. Best, Inc. Rating of B++6, or
approved unlicensed in the State of Arizona with policies and forms satisfactory
to City.

All insurance required by this Agreement shall be maintained in full force and
effect until the Services are accepted by the City. Failure to do so may, at the sole
discretion of City, constitute a material breach of this Agreement.

Consuitant’s insurance shall be primary insurance as respects the City, and any
insurance or self-insurance maintained by City shall not contribute to it.

Any failure to comply with the claim reporting provisions of the insurance policies
or any breach of an insurance policy warranty shall not affect coverage afforded
under the insurance policies to protect City.

The insurance policies, except Workers’ Compensation, shall contain a waiver of
transfer rights of recovery (subrogation) against City, its agents, officers, officials
and employees for any claims arising out of Consultant’s acts, errors, mistakes,
omissions, work or service.

The insurance policies may provide coverage which contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to City under such policies.
Consultant shall be solely responsible for the deductible and/or self retention and
City, at its option, may require Consultant to secure payment of such deductibles
or self-insured retentions by a surety bond or an irrevocable and unconditional
letter of credit.

The insurance policies required by this Agreement, except Workers’
Compensation and Professional Liability, shall name City, its elected officials,
agents, officers, and employees as Additional Insured Parties.

Consultant shall expressly bind any subcontractors, or any other lower tier
subcontractors, used in the performance of any aspect of the Services, to the
insurance requirements in this Agreement, making such obligations applicable to
the other subcontractor to the same extent as it is applicable to Consultant. The
purpose of this provision is to require any lower tier subcontractor, regardless of
level, to provide insurance and indemnity required by this Agreement.

8.2. Commercial General Liability. Consultant shall maintain throughout
the Term Commercial General Liability insurance with a limit of not less than
$1,000,000 for each occurrence with a $2,000,000 Products/Completed
Operations Aggregate and a $2,000,000 General Aggregate limit. The policy shall
include coverage for bodily injury, broad form property damage, personal injury,
products and completed operations and blanket contractual coverage including,
but not limited to, the liability assumed under the indemnification provisions of
this Agreement, which coverage will be at least as broad as that on Insurance
Service Office, Inc. Policy Form No. CG 00011093, or the equivalent thereof.

Such policies shall contain a severability of interest provision and shall not
contain a sunset provision or commutation clause, nor any provision which would
serve to limit third party action over claims.

The Commercial General Liability additional insured endorsement shall be at
least as broad as the Insurance Service Office, Inc.’s Additional Insured, Form B,
CG 20101185, or the equivalent thereof, and shall include coverage for
Consultant’s operations and products and completed operations.

If Consultant sublets any part of the Services, Consultant shall purchase and
maintain, at all times during prosecution of the Services an Owner and
Consultant’s Protective Liability insurance policy for bodily injury and property
damage, including death, which may arise in the prosecution of the Services.
Coverage shall be on an occurrence basis with a limit of not less than $2,000,000
per occurrence, and the policy shall be issued by the same insurance company
that issues Consultant’s Commercial General Liability insurance.

8.3. Automobile Liability. Consultant shall maintain Commercial/Business
Automobile Liability insurance with a combined single limit for bodily injury and
property damage of not less than $1,000,000 each occurrence with respect to
Consultant’s owned, hired, and non-owned vehicles assigned to or used in
performance of the Services. Coverage will be at least as broad as coverage code
1, “any auto”, (Insurance Service Office, Inc. Policy Form CA 00011293, or the
equivalent thereof). Such insurance shall include coverage for loading and off-
loading hazards. If hazardous substances, materials or wastes are to be
transported, federal mandatory motor carrier safety (“MCS”) 90 endorsement
shall be included and $5,000,000 per accident limits for bodily injury and property
damage shall apply.

8.4. Workers’ Compensation. Consultant shall carry Workers’
Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction over Consultant’s employees engaged in the
performance of the Services; and Employer’s Liability insurance of not less than
$100,000 for each accident, $100,000 disease for each employee, and $500,000
disease policy limit.

By execution of this Agreement, Consultant certifies as follows:

“! am aware and understand the provisions of A.R.S. § 23-901 et seq. which
requires every employer to be insured against liability for workers’
compensation or to undertake self-insurance in accordance with the
provisions of this chapter, and | will comply with such provisions before
commencing the performance of the Services of this Agreement.”

If Consultant has no employees for whom Workers’ Compensation insurance is
required by federal or state statutes, Consultant shall submit a declaration or
affidavit to City so stating and covenanting to obtain such insurance if and when
Consultant employs any employees subject to coverage.

8.5. Certificates of Insurance. Prior to commencing the Services,
Consultant shall furnish City with Certificates of Insurance, or formal
endorsements as required by the Agreement, issued by Consultant’s insurer(s),
as evidence that policies providing the required coverages, conditions and limits
required by this Agreement are in full force and effect. City shall not be obligated,
however, to review same or to advise Consultant of any deficiencies in such
policies and endorsements, and such receipt shall not relieve Consultant from, or
be deemed a waiver of, City’s right to insist on strict fulfillment of Consultant’s
obligations under this Agreement.

The form of the certificates of insurance and endorsements shall be subject to the
approval of the Apache Junction City Attorney’s Office, shall comply with the
terms of this Agreement. Policies or certificates and completed forms of City’s
Additional Insured Endorsement (or a substantially equivalent insurance
company form acceptable to the City Attorney) evidencing the coverage required
by this Agreement shall be delivered to City Attorney, City of Apache Junction,
300 East Superstition Boulevard, Apache Junction, AZ 85119. The policy or
policies shalt be in the usual form of public liability insurance, but shall also
include the following provision:

“Solely as respects work done by or on behalf of the named insured for the
City of Apache Junction, it is agreed that the City of Apache Junction and
its elected officials, officers, agents and employees are added as additional
insured parties under this policy.”

In the event any insurance policies required by this Agreement are written on a
“claims made” basis, coverage shall extend for two (2) years past completion and
acceptance of Consultant’s work or services and as evidenced by annual
Certificates of Insurance.

Consultant shall require its insurers to provide City thirty (30) calendar days’ prior
written notice of any nonrenewal, cancellation, or material change in the
coverage under such policy reducing coverage to below the amounts required by
this Agreement. If a policy does expire during the life of the Agreement, a renewal
certificate must be sent to City thirty (30) calendar days prior to the expiration
date.

9. APPLICABLE LAW AND VENUE: The terms and conditions of this
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Arizona. Any action at law or in equity brought by either Party for the
purpose of enforcing a right or rights provided for in this Agreement, shall be tried
in a court of competent jurisdiction in Pinal County, State of Arizona. The Parties
hereby waive all provisions of law providing for a change of venue in such
proceeding to any other county. In the event either Party shall bring suit to
enforce any term of this Agreement or to recover any damages for and on account
of the breach of any term or condition in this Agreement, itis mutually agreed that

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the prevailing party in such action shall recover all costs including: all litigation
and appeal expenses, collection expenses, reasonable attorney fees, necessary
witness fees and court costs to be determined by the court in such action.

10. FORCE MAJEURE: Neither City nor Consultant, as the case may be,
shall be considered not to have performed its obligations under this Agreement
in the event of enforced delay (an “Enforced Delay”) due to causes beyond its
control and without its fault or negligence or failure to comply with applicable
laws, including, but not restricted to, acts of God, fires, floods, epidemics,
pandemics and related executive orders, quarantine, restrictions, embargoes,
labor disputes, and unusually severe weather or the delays of subcontractors or
materialmen due to such causes, acts of a public enemy, war, terrorism or act of
terror (including but not limited to bio-terrorism or eco-terrorism), nuclear
radiation, blockade, insurrection, riot, fabor strike or interruption, extortion,
sabotage, or similar occurrence or any exercise of the power of eminent domain
of any governmental body on behalf of any public entity, or a declaration of
moratorium or similar hiatus (whether permanent or temporary) by any public
entity directly affecting the obligations under this Agreement. In no event will
Enforced Delay include any delay resulting from unavailability for any reason of
labor shortages, or the unavailability for any reason of particular consultants,
contractors, subcontractors, vendors or investors desired by Consultant in
connection with the obligations under this Agreement. Consultant agrees that
Consultant alone will bear all risks of delay which are not Enforced Delay. In the
event of the occurrence of any such Enforced Delay, the time or times for
performance of the obligations of the Party claiming delay shall be extended for a
period of the Enforced Delay; provided, however, that the Party seeking the
benefit of the provisions of this Section 10 shall, within thirty (30) calendar days
after such Party knows or should know of any such Enforced Delay, first notify the
other Party of the specific delay in writing and claim the right to an extension for
the period of the Enforced Delay; and provided further that in no event shall a
period of Enforced Delay exceed ninety (90) calendar days.

11. TERMINATION: This Agreement may be terminated by either Party
for any reason upon one hundred twenty (120) calendar days written notice. If
this Agreement is terminated, City shall be reimbursed from Consultant the
amount paid for any undelivered and/or unaccepted products or services. City
shall pay Consultant for completed and acceptable work performed pursuant to
this Agreement prior to the date of termination.

12. INDEMNIFICATION: To the fullest extent permitted by law,
Consultant shall defend, indemnify and hold harmless City, its elected officials
and appointed officers, special districts, agents, and employees from and against
any and all liability including but not limited to demands, claims, actions, fees,
costs and expenses, including reasonable attorney and expert witness fees,
arising from, or alleged to have arisen from, relating to, arising out of, or alleged
to have resulted from the acts, errors, mistakes, omissions, work or services of

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Consultant, its agents, employees, or any tier of Consultant’s subcontractors in
the performance of the Services under this Agreement, but only to the extent
caused by the negligence, recklessness or intentional wrongful conduct of
Consultant or its subcontractors in the performance of the Services or any
subcontract. Consultant’s duty to defend, hold harmless, and indemnify City, its
elected officials and appointed officers, special districts, agents, and employees
shall arise in connection with any claim, damage, loss or expense that is
attributable to bodily injury, sickness, disease, death, or injury to, impairment, or
destruction of property including loss of use resulting therefrom, caused by
Consultant’s acts, errors, mistakes, omissions, work or services in the
performance of this Agreement, including any employee of Consultant, any tier of
Consultant’s subcontractor, or any other person for whose acts, errors,
mistakes, omissions, work or services Consultant may be legally liable, but only
to the extent caused by the negligence, recklessness, or intentional wrongful
conduct of Consultant or any tier of Consultant’s subcontractors, or any other
person for whose acts, errors, mistakes, omissions, work or services Consultant
may be legally liable in the performance of the Services under this Agreement or
any subcontract. The amount and type of insurance coverage requirements set
forth in this Agreement will in no way be construed as limiting the scope of the
indemnity in this Section 12. The rights and obligations under this Section 12 shall
survive the expiration or termination of this Agreement.

13. TAXES: Consultant shall pay as they become due all license, sales,
consumer, transaction privilege, use, and other similar taxes for services
provided by Consultant which are legally enacted at the time the obligations
under this Agreement are performed.

14. PERMITS AND FEES: Unless otherwise provided in this Agreement,
Consultant shall secure and pay for all applicable permits, government fees,
licenses, and inspections necessary for the proper execution and completion of
services which are customarily secured after execution of the Agreement.
Consultant shall give all notices and comply with all laws, ordinances, rules,
regulations, and lawful orders of any public authority bearing on the performance
of the Services. Consultant represents and warrants that any license necessary
to perform the Services is current and valid. Consultant understands that the
activity described in this Agreement constitutes “doing business in the City of
Apache Junction” and Consultant agrees to obtain a business license pursuant to
Chapter 8 of the Apache Junction City Code, Vol. |, and keep such license current
during the Term. Consultant also acknowledges that the tax provision of the
Apache Junction Tax Code, Chapter 8A, may also apply and, if so, shall obtain a
transaction privilege license and/or other licenses as may be required by all
applicable laws. Any activity by Consultant’s consultants and subcontractors
within the corporate city limits will invoke the same sales tax and business
licensing regulations on the consultants and subcontractors, and Consultant shall
require and ensure its consultants and subcontractors obtain and keep all
applicable licenses current.

15. RECORDS: Records of Consultant’s labor, payroll, and other costs
pertaining to this Agreement shall be kept on a generally recognized accounting
basis and made available to City for inspection on request. Consultant shail
maintain records for a period of at least two (2) years after expiration of this
Agreement, and shail make such records available during that retention period
for examination or audit by City personnel during regular business hours.

16. RIGHT OF CITY TO CONTRACT WITH OTHERS: Nothing in this
Agreement shall imply City is obtigated to obtain the Services described in this
Agreement only through Consultant.

17. INDEPENDENT CONTRACTOR: City and Consultant agree and
understand that the relationship between both Parties is that of an independent
contractor. As such, Consultant is not entitled to receive any benefits to which
City employees are entitled by virtue of their employment with City. City shall not
be responsible for payment to employees of Consultant for salaries, related taxes
(inctuding, but not limited to, federal Social Security tax as well as federal and
state unemployment taxes) and all other expenses related to their employment or
contractual relationship with Consultant.

18. WAIVER OF TERMS AND CONDITIONS: The failure of City or
Consultant to insist in any one or more instances on performance of any of the
terms or conditions of this Agreement or to exercise any right or privilege
contained herein shall not be considered as thereafter waiving such terms,
conditions, rights or privileges, and they shall remain in full force and effect.

19. COMPLIANCE WITH FEDERAL AND STATE LAWS: Consultant
understands and acknowledges the applicability of the American with Disabilities
Act, the Immigration Reform and Control Act of 1986 and the Orug Free
Workplace Act of 1989 to the services performed under this Agreement.

As required by A.R.S. § 41-4401, Consultant hereby warrants its compliance with
all federal immigration laws and regulations that relate to its employees and
A.R.S. § 23-214(A). Consultant further warrants that after hiring an employee,
Consultant will verify the employment eligibility of the employee through the E-
Verify program. If Consultant uses any subcontractors in performance of
services, subcontractors shall warrant their compliance with all federal
immigration laws and regulations that relate to its employees and A.R.S. § 23-
214(A), and subcontractors shall further warrant that after hiring an employee,
such subcontractor verifies the employment eligibility of the employee through
the E-Verify program. A breach of this warranty shall be deemed a material
breach of the Agreement that is subject to penalties up to and including
termination of this Agreement. Consultant is subject to a penalty of $100 per day
for the first violation, $500 per day for the second violation, and $1,000 per day
for the third violation. City at its option may terminate this Agreement after the
third violation. Consultant shall not be deemed in material breach of this

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Agreement if the Consultant and/or subcontractors establish compliance with the
employment verification provisions of Sections 274A and 274B of the federal
Immigration and Nationality Act and the E-Verify requirements contained in A.R.S.
§ 23-214(A). City retains the legal right to inspect the papers of any consultant,
contractor or subcontractor employee who works under this Agreement to
ensure that the Consultant or subcontractor is complying with the warranty. Any
inspection will be conducted after reasonable notice and at reasonable times. If
state law is amended, the Parties may modify this paragraph consistent with state
law without effectuating an official amendment to this Agreement. Email
notification of the modification would be sufficient notice.

20. ENTIRE AGREEMENT: This Agreement and any attachments
represent the entire agreement between City and Consultant and supersede all
prior negotiations, representations or agreements, either express or implied,
written or oral. Itis mutually understood and agreed that no alteration or variation
of the terms and conditions of this Agreement shall be valid unless made in writing
and signed by the Parties. Written and signed amendments shall automatically
become part of this Agreement and shall supersede any inconsistent provision
therein; provided, however, that any apparent inconsistency shall be resolved, if
possible, by construing the provisions as mutually complementary and
supplementary.

21. SEVERABILITY: City and Consultant each believe that the execution,
delivery and performance of this Agreement are in compliance with all applicable
laws. However, in the unlikely event that any provision of this Agreement is
declared void or unenforceable (or is construed as requiring City to do any actin
violation of any applicable laws, including any constitutional provision, law,
regulation, or city code), such provision shall be deemed severed from this
Agreement and this Agreement shall otherwise remain in full force and effect;
provided that this Agreement shall retroactively be deemed reformed to the
extent reasonably possible in such a manner so that the reformed agreement (and
any related agreements effective as of the same date) provide essentially the
same rights and benefits (economic and otherwise) to the Parties as if such
severance and reformation were not required. Unless prohibited by applicable
laws, the Parties further shall perform all acts and execute, acknowledge and/or
deliver all amendments, instruments and consents necessary to accomplish and
to give effect to the purposes of this Agreement, as reformed.

22. BINDING EFFECT, ASSIGNMENT ANO DELEGATION: City and
Consultant each bind themselves, their partners, successors, assigns and legal
representatives to the other Party and to the partners, successors, assigns and
legal representatives of such other Party in respect to all covenants, agreements
and obligations contained in this Agreement. Neither Party shall assign the
Agreement or sublet it as a whole or delegate the duties under this Agreement,
without the written consent of the other Party, nor shall Consultant assign any

monies due or to become due to it without the previous written consent of City.

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23. ACCURACY OF WORK: Acceptance of services or work by City shall
not relieve Consultant of the responsibility for subsequent correction of any such
errors and the clarification of any ambiguities. Consultant shall make all
necessary revisions or corrections resulting from errors and omissions on the
part of Consultant without additional compensation.

24. TIMEIS OF THE ESSENCE: Time is of the essence with respect to all
provisions in this Agreement. Any delay in performance by either Party shall
constitute a material breach of this Agreement.

25. PROHIBITION TO CONTRACT WITH CONSULTANTS WHO ENGAGE
IN BOYCOTT OF THE STATE OF ISRAEL: The Parties acknowledge A.R.S. §§ 35-
393 through 35-393.03, as amended, which forbids public entities from
contracting with Consultants who engage in boycotts of the State of Israel.
Shouid Consultant engage in any such boycott against the State of Israel, this
Agreement shall be deemed automatically terminated by operation of law. Any
such boycott is a material breach of this Agreement.

26. PROHIBITED USE OF FORCED LABOR. In accordance with A.R.S. §
35-394, Consultant hereby certifies and agrees that Consultant does not currently
and shall not for the duration of this Agreement use: 1) the forced labor of ethnic
Uyghurs in the People’s Republic of China; 2) any services or goods produced by
the forced labor of ethnic Uyghurs in the People’s Republic of China; and/or 3) any
suppliers, contractors or subcontractors that use the forced tabor or any services
or goods produced by the forced labor of ethnic Uyghurs in the People’s Republic
of China. If Consultant becomes aware during the Term that Consultant is not in
compliance with this Section 26, then Consultant shall notify the City within five
(5) business days after becoming aware of such noncompliance. If Consultant
does not provide the City with written certification that Consultant has remedied
such noncompliance within ninety (90) calendar days after notifying the City of
such noncompliance, this Agreement shall terminate, except that if the
Agreement termination date occurs before the end of such ninety (90) day remedy
period, this Agreement shall terminate automatically.

27. CONFLICTS OF INTEREST: This Agreement is subject to, and may
be terminated by City in accordance with, the provisions of A.R.S. § 38-511.

[Signatures on next page]

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IN WITNESS WHEREOF, Consultant and City have executed this Agreement

as of the date first set forth above.

ATTEST:

CONSULTANT:

APACHE JUNCTION CHAMBER OF
COMMERCE, an_= Arizona _ non-profit
corporation

By: Mary Ann Przybylski
Its: President/CEO

CITY:

CITY OF APACHE JUNCTION, ARIZONA, an
Arizona municipal corporation

By: Walter “Chip” Wilson
Its: Mayor

Evie McKinney
City Clerk

APPROVED AS TO FORM:

EP 6-11-26

R. Joel Stern
City Attorney

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STATE OF )

) ss.
COUNTY OF )
The foregoing was subscribed and sworn to before me this ss day
of ,20__, by as of Apache

Junction Chamber of Commerce, an Arizona non-profit corporation

Notary Public
My Commission Expires:
STATE OF ARIZONA )
)ss.
COUNTY OF PINAL )
The foregoing was subscribed and sworn to before me this day
of , 20__, by Walter “Chip” Wilson, as Mayor of the City of

Apache Junction, Arizona, an Arizona municipal corporation.

Notary Public
My Commission Expires:

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EXHIBITA
SCOPE OF WORK
The services to be provided to City shall include the following:

1. Operate a Visitor Information center (“Center”) as approved and under
the guidelines of the Arizona Office of Tourism (“AOT”) as part of the
Arizona Visitor Information Center (“AVIC”) Designation Program (see
Exhibit C).

2. Submit timely quarterly reports consistent with the customary reports
established by the AOT AVIC program and a summarized expense report
of direct costs associated with operating the Center. Detailed receipts for
any of the expenditures may be requested by City and shall be produced
by Consultant within ten (10) working days from receipt of such request.

3. Special projects clause: If special needs or opportunities arise related to
enhancing visitor services beyond AVID requirements that Consultant
would like City to consider supporting, those requests may be presented
for consideration separately from this Agreement. There are no
guarantees, expressed or implied, that any such request would be
approved or funded by City.

EXHIBIT B
FEE SCHEDULE

In accordance with the terms and conditions of this Agreement, City shall
compensate Consultant for its professional services as follows:

A. Within ten (10) City working days following the last day of each fiscal
quarter, Consultant shall submit to City’s Economic Development
Department reports established by the AOT Guidelines and a summarized
expense report of direct costs associated with operating the Center.

B. An aggregate sum:

a. 1st Quarter FY 2026/2027, $15,184.00, subject to Council
appropriation of funds.

b. 2nd Quarter FY 2026/2027, $15,184.00, subject to Council
appropriation of funds.

c. 3rd Quarter FY 2026/2027, $15,184.00, subject to Council
appropriation of funds.

d. 4th Quarter FY 2026/2027, $15,184.00, subject to Council
appropriation of funds.

e. 1st Quarter FY 2027/2028, $15,791.50, subject to Council
appropriation of funds.

f. 2nd Quarter FY 2027/2028, $15,791.50, subject to Council
appropriation of funds.

g. 3rd Quarter FY 2027/2028, $15,791.50, subject to Council
appropriation of funds.

h. 4th Quarter FY 2027/2028, $15,791.50, subject to Council
appropriation of funds.

i. 1st Quarter FY 2028/2029, $16,423.00, subject to Council
appropriation of funds.

j. 2nd Quarter FY 2028/2029, $16,423.00, subject to Council
appropriation of funds.

k. 3rd Quarter FY 2028/2029, $16,423.00, subject to Council
appropriation of funds.

|. 4th Quarter FY 2028/2029, $16,423.00, subject to Council
appropriation of funds.

EXTENSIONS

m. 1st Quarter FY 2029/2030, $17,080.00, subject to Council
appropriation of funds.

n. 2nd Quarter FY 2029/2030, $17,080.00, subject to Council
appropriation of funds.

0. 3rd Quarter FY 2029/2030, $17,080.00, subject to Council
appropriation of funds.

p. 4th Quarter FY 2029/2030, $17,080.00, subject to Council
appropriation of funds.

q. tst Quarter FY 2030/2031, $17,763.00, subject to Council
appropriation of funds.

r. 2nd Quarter FY 2030/2031, $17,763.00, subject to Council
appropriation of funds.

s. 3rd Quarter FY 2030/2031, $17,763.00, subject to Council
appropriation of funds.

t. 4th Quarter FY 2030/2031, $17,763.00, subject to Council
appropriation of funds.

C. Notwithstanding the fee arrangements outlined above, City reserves the
right to quarterly review Consultant’s performance as relates to the
Scope of Work delineated in Exhibit A of this agreement.

EXHIBIT C

ARIZOANA

VISITOR INFORMATION CENTER

Arizona Visitor Information Center (AVIC) Designation Program

The Arizona Office of Tourism's (AOT) Arizona Visitor Information Center Designation program
was created by AOT, in reference to A.R.S. 41-2305 B8, with the defined purpose of establishing
a network of officially designated Arizona Visitor Information Centers (AVICs) throughout the state
of Arizona.

Primarily operated by local chambers of commerce or convention and visitor bureaus,
designated AVICs help promote local Arizona communities as well as regional and statewide
attractions, destinations, dining options, and hospitality amenities. These information centers
often serve as a visitor's first stop, allowing communities to provide a positive first impression of
the surrounding area and Arizona.

Applicants choosing to participate in the program must accept the conditions and guidelines set
forth by AOT. AOT will inform participants of any program updates or changes.

Conditions and Guidelines for Obtaining an Official Arizona Visitor
Information Center Designation

1. The Designee shall pay a one-time application fee of $250 and an annual $100 renewal
fee. The $250 fee shall be payable in one lump sum upon the approval date of the
Official designation of the Arizona Visitor Information Center (AVIC). The $100 fee shall
be payable in one lump sum on the renewal date of the designated center. Note that if
an entity is currently part of AOT’s Rural Cooperative Marketing Program, the AVIC
one-time application fee is $125. The fees shall compensate AOT for costs incurred by
the production of program material for the designated center. Late payments may cause
the Designee to be excluded from AOT marketing publications and other promotional
materials.

2. Once approved, AOT will facilitate a meeting between the Designee and the Arizona
Department of Transportation (ADOT) for the construction and placement of local and
state street/highway sign(s), such as the blue “Arizona Tourism Information" directional
highway signs. The Designee shall provide clear directional highway and street signage
to promote the location of the visitor center. Standards for such signs must comply with
those established by ADOT. It is the responsibility of the Designee to maintain the
general appearance of the sign and ensure that graffiti is removed and repairs are made
to the sign. Those that are not repairable must be replaced. Highway signage shall be
covered until the Designee has met all criteria, passed the initial inspection, received
approval from AOT and opened.

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. The Designee shall not receive operational and/or marketing funds from the State of
Arizona or AOT for the designated AVIC.

. The Designee shalt make an effort to operate with the support, and preferably the
involvement, of the area’s principal Destination Marketing Organization (DMO).

. Any change to the Designee’s management or their contact information must be

submitted to AOT, in writing within thirty (30) calendar days of the date of the change.
Any change in ownership of the facility must be submitted to AOT no less than ninety
(90) calendar days in advance of the change. AOT reserves the right to refuse the official
designation if new facility management does not comply with AOT's AVIC program
conditions and guidelines.

. The Designee shall be operated from a permanent structure of attractive architectural
design at the address provided on the Designee Application. The center shall have no
less than 500 square feet of public area unless otherwise approved in writing by AOT.
An information kiosk, walk-up facility or other similar structures are not considered
Official Arizona Local Visitor Information Centers unless approved in writing by AOT.

The Designee shall maintain attractively landscaped and clean grounds.

. The Designee shall not include real estate and time-share sales, telemarketing and other
high-pressure sales ventures. Involvement in such ventures shall result in termination of
the official designation.

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The Designee may sell books, souvenirs, cards, gifts, maps, apparel or other
merchandise of value and relevance to travelers, so long as merchandise is of good
taste and of competitive price to goods sold near the facility.

All Designees must be compliant with the Americans with Disabilities Act (ADA) and are
subject to all federal laws pertaining to the ADA's most current requirements
(www.ada.gov). If the designated center qualifies for ADA's historic building exceptions,
the Designee must notify AOT during the application process. Any exceptions to ADA
compliance must be approved in advance by AOT.

The Designee shall have adequate restroom facilities available for public use, including
people with disabilities. The restrooms shall be ADA-compliant and must be properly
maintained. If the designated center qualifies for ADA’s historic building exceptions, the
Designee must notify AOT during the application process. Any exceptions to ADA
compliance must be approved in advance by AOT.

Except for the Thanksgiving, Christmas Day and New Year’s Day holidays, the Designee
shall be open a minimum of four days a week. Each center must be open and staffed a
minimum of 30 hours per week. Hours of operation will be determined by Designee.
Hours of operation must be clearly posted. Any exceptions or changes to these hours of
operation must be approved in advance by AOT.

The Designee shall have available adequate parking with facilities for bus, recreational
and other oversized vehicles when possible. A minimum of five-paved parking spaces
must be available for visitors’ usage, with at least one parking space designated
“Wheelchair Accessible”. If your parking lot has more than 26 parking spaces, ADA
requirements change and must be met. (www.ada.gov). Any exception to ADA
compliance must be approved in advance by AOT.

The Designee shall display marketing material signifying that they are an Official Arizona
Local Visitor information Center. The marketing material shall be prominently displayed
on the interior and/or exterior of the designated center. AOT will provide the following
marketing material: one (1) laminated Arizona state map, dry-erase markers and

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erasers, and two (2) identifying window placards. The cost of the marketing material is
incorporated into the application fee.

The Designee shall display local, state, tribal or federal governmental tourism
information, including those produced by AOT, at no cost to the governmental entities.
AOT publications will be furnished to the designated center once it has received official
designation. Publications will include, but are not limited to, the Official State Travel
Guide and the Official State Visitor's Map. Should other publications become available
through AOT, all designated centers will be notified. Publications will be disseminated
based upon supply and demand.

The Designess shall promote all regional tourism related activities and attractions in the
surrounding area not just those related to the designee’s business.

The Designee’s personnel shall be trained about Arizona tourism and statewide
destinations under guidelines recommended by AOT. AOT shall assist by providing
training to the Designee’s management, who shall ensure the center's staff is similarly
trained.

The Designee shall be provided four (4) Arizona Tourism Branded shirts for the
designated center's personnel to wear when possible and two (2) Arizona Tourism
Branded hats. Cost of the apparel is incorporated into the application fee. The Designee
may purchase additional shirts or hats if wanted.

The Designee shail provide general Arizona tourist information within the designated
center. Displays must include information about traveling within the immediate region, as
well as throughout Arizona, and must include state maps, regional maps and brochures,
about Arizona travel destinations. The displayed information should equally represent
the state in its entirety. Topics for displayed information should include, but not be limited
to, attractions, recreation, accommodations, restaurants, retail, transportation and travel

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services. No more than ten percent (10%) of the total literature offered may represent
non-Arizona entities.

Each center must display a large (24” X 30”) laminated state map, provided by AOT.
Cost is incorporated into a one-time application fee.

The Designee shall maintain and report information monthly to AOT including, but not
limited to, statistics regarding the number of visitors to the designated center. These
monthly visitor numbers shall be submitted to AOT by the 1st business day of the
following month. Failure to report this information in a timely manner may result in the
exclusion of the designated center in AOT's marketing programs, projects and state
tourism publications.

The Designee shall be highlighted on AOT's consumer website, VisitArizona.com, Visit
Arizona App, the Official State Travel Guide, travel maps and other Arizona Tourism
related publications maintained and issued by AOT. The Designee must provide
reciprocal promotion of the Visit Arizona website (VisitArizona.com) in advertising,
promotional activities, related collateral, on its website and on the physical premises.

AOT shall conduct inspections of the designated center, both announced and
unannounced. Failure to pass an inspection may result in an additional inspection.
Failure to pass a second inspection in a year may result in loss of all program specific
benefits (website listing, state travel guide listings, Visit Arizona listing). Designee will be
placed on a 60-day probation to fix issues noted in the inspection. Failure to fix issues
will result in the loss of designation as an Official Arizona Local Visitor Information
Center. If designation is revoked, the Designee must reapply to AOT for reconsideration
after six months.

Any variation from this plan not approved by AOT shall make the Designation null and
void.