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2023 11.21 City Council Regular Agenda
City of Apache Junction, Arizona Meeting location: City Council Chambers at City Hall Agenda 300 E.Superstition Blvd Apache Junction,AZ City Council Meeting 85119 apachejunctionaz.gov Ph:(480)982-8002 Tuesday, November 21,2023 7:00 PM City Council Chambers A. CALL TO ORDER B. INVOCATION AND PLEDGE OF ALLEGIANCE C. ROLL CALL D. CONSENT AGENDA The council may, at this time, take single action on any or all items listed as consent agenda items. These may include, but are not limited to, acceptance of agenda, acceptance of minutes, appointments, acceptance of resignations and adoption of certain resolutions and other items which do not require a public hearing. The consent agenda is a timesaving device of which the mayor and city council is to receive documentation on these items from the city manager for their review prior to the meeting. Any member of the council may remove any item from the consent agenda for discussion and cause a separate vote on the matter later in the agenda. 1. 23-624 Consideration of acceptance of agenda. Sponsors: Jennifer Pena 2. 23-625 Consideration of approval of minutes of the regular meeting of November 7, 2023. Sponsors: Jennifer Pena Attachments: CCMIN 2023 11 07 MINUTES DRAFT 3. 23-606 Consideration of approval of Resolution No. 23-23 Intent to Form Streetlight Improvement District No. 2023-SV-1 B-1 Radiance at Superstition Vistas Phase 1 B. Sponsors: Ted Wolff Attachments: SLID 2023-SV-lB-1 Council Memo 2023 SVw1 B-1 application 11j Res 23-23 SLID Formation 2023-SV-1B-1 City of Apache Junction,Arizona Page 1 Printed on 1111612023 City Council Meeting Agenda November 21.2023 4^ 23A607 Consideration nf approval cf Resolution No. 23-24 Ordering the Installation of Streetlights for Streetlight Improvement District No. 2023-3V-1B-1 Radiance at Superstition Vistas Phase 1B. Sponsors: Ted Wolff Attachments: SLID 2023-SV-1B-1 Council Memo 5. 23-608 Consideration nf approval of Resolution No. 23-25 adopting the budget for Fiscal Year 2024-2025 for Streetlight Improvement District No. 2023-SV-1B-1 Radiance at Superstition Vistas Phase 1B. Sponsors: Ted Wolff Attachments: SLID 2023-SV-IB-1 Council Memo E. AWARDS, PRESENTATIONS AND PROCLAMATIONS Ammnty presentations from other organizations,proclamations issued by the mayor, and acknowledgement of distinguished guests and visitors, and staff presentation of receipt of grant or donated funds are permitted at this time. 6. Proclamation designating Saturday. November25' 2023' as "Small Business Saturday". Somxmx:: Patrick Ainsworth Attachments: Memo to Council-2023 F. REGIONAL INTERGOVERNMENTAL UPDATES The mayor or any member of council may at this time present a brief summary of any regional intergovernmental updates. However, no discussion shall take place on such items except for clarifying comments related ho substance, time and location. 7' 23-6%26 Brief summary of intergovernmental updates from mayor and oounoi|membero. Sponsors. Chip Wilson G. CITY MANAGER'S REPORT The city manager, members of city staff or those individuals designated by the manager may present information pertinent to items under consideration or information related to the operation of the city. There shall however be no discussion at this time except for clarification inquiries. 8' City Manager's Report. Sponsors. Bryant Powell 9' Announcement of Current Events. Sponsors: Al Bravo City vr Apache Junction,Arizona Page Printed ow1xnamoxx City Council Meeting Agenda November 21,2023 H. PUBLIC HEARINGS Public hearings required by applicable law shall be conducted by the council and any person shall be given the opportunity to speak.All remarks shall be addressed to the council as a whole and not to any member thereof. Such remarks shall be limited to five(5)minutes unless additional time is granted by the mayor. This time limitation shall not apply to applicants and their agents appearing before the council. 10. 23-623 Consideration of application for a new Series 06 Bar Liquor License for First Water Cocktail Bar, located at 1545 W. Broadway Avenue, Apache Junction, AZ. The next step in the process is for the council to hold a public hearing on the application and make a recommendation of approval or denial to the Arizona Department of Liquor License and Control. Attachments: Memo To Council 11,21,2023 A Iication-Redacted AJPI3 Ins salon Approval Building and Safet�r Inspection [3enial Planning and Building Inspection Ap roval-with Notes SFMQ In agq ion A proval 1. OLD BUSINESS The council shall consider any business that has been previously considered and which is still unfinished to include those items previously postponed or tabled. No member of the public shall be permitted to speak on these items unless invited to do so by the mayor after first submitting a written request-to-speak form with the city clerk. J. NEW BUSINESS The council shall consider any business not yet considered. No member of the public shall be permitted to speak on these items unless invited to do so by the mayor after first submitting a written request-to-speak form with the city clerk. 11. 23-60 Presentation, discussion, and possible consideration of approval of Resolution No. 23-35, authorizing the City of Apache Junction to enter into an intergovernmental agreement with the City of Phoenix Police Department for the Arizona Internet Crimes Against Children (ICAC) Task Force. Sponsors: Michael Pooley Attachments: Memo to Council 11-06-2023 Resolution 23-35 IGA with ICAC for DCJ Grant City of Apache Junction,Arizona Page 3 Printed on 1111612023 City Council Meeting Agenda November 21,2023 12. 23-638 Presentation, discussion, and possible consideration of retroactive approval of the third amendment with JB Superior Maintenance Services, LLC to add janitorial services for the police substation located at 3880 South De Niza Road, Apache Junction increasing the annual cost from $300,000.00 to$328,800.00 a year. Sponsors: Ted Wolff Attachments: Retroactive Third Amendment to JB SqaggqLM= Third Amendment JB Supedor Maintenance Services-Signed A AJPD Substation Lease-_Fully Executed 092.123 13. 23-639 Presentation, discussion, and possible consideration of approval of entering into an agreement with Centimark Corporation for the Library Building roof re-coating in the amount of$52,720.75 using the Mohave Contract# 18R-CTMK-0418. Sponsors: Ted Wolff Attachments: Centimark Memo-Re-Qqg1tg,1jt[q0LEgoLf Centimark Agreement Library Re-Coating Signed Nov 2023 Libra[y Roof Re-Coating Centimark November 2023 K. COUNCIL DIRECTION TO STAFF This item allows the mayor and city council to direct staff on specifically listed matters. L. SELECTION OF MEETING DATES, TIMES, LOCATIONS, AND PURPOSES M. CALL TO PUBLIC At this time the public has the privilege to address the council with requests, communications, comments or suggestions relating to city business.All speakers must have already submitted a written "Request to Speak"form to the city clerk no later than the conclusion of the city manager's report portion of the agenda. If there is a group speaking on the same item, they should select a spokesperson.All such remarks shall be addressed to the council as a whole and not to any member thereof. The mayor is authorized to ask a speaker to stop speaking and leave the podium or to adjourn the meeting if anyone becomes disorderly, uncivil, makes personal attacks or continues to speak about items that are not within the jurisdiction of the city after being warned such issues are beyond the jurisdiction of the city to act. The council may not answer questions of the speaker, discuss the matter with one another, but may, at the conclusion: 1)respond to criticism by a speaker, 2)ask the city manager to review a matter;3) ask the city manager to place the matter on a future agenda. Each speaker must approach the podium, speak into the microphone,provide their name and address. There is a three(3)minute time limit per speaker. City of Apache Junction,Arizona Page 4 Printed on 1111612023 City Council Meeting Agenda November 21,2023 N. ADJOURNMENT Copies of this agenda and additional information on any of the items listed above may be obtained from the City Clerk's office located at 300 E Superstition Blvd,Apache Junction,AZ 85119, Monday through Thursday from 7:00a-6:00p, excluding holidays. The City of Apache Junction invites and welcomes people of all abilities to use our programs, sites and facilities. Specific requests may be made by contacting the Human Resources Office at(480)474-2617 or TDD(480)983-0095. The Apache Junction City Council may vote to go into Executive Session for legal advice on any item listed on this agenda pursuant to A.R.S. §38-431.03(A)(3);this notice is given pursuant to A.R.S. § 38-431.02 to the members of the City Council and the public. City of Apache Junction,Arizona Page 5 Printed on 1111612023 City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No. 1. File ID: 23-624 Sponsor:Jennifer Pena Agenda Date: 11/21/2023 Index: In Control: City Council Meeting Consideration of acceptance of agenda. City of Apache Junction,Arizona Page 1 Printed on 1111612023 City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No.2. File ID: 23-625 Sponsor:Jennifer Pena Agenda Date: 11/21/2023 Index: In Control: City Council Meeting Consideration of approval of minutes of the regular meeting of November 7, 2023. City of Apache Junction,Arizona Page 1 Printed on 1111612023 City of Apache Junction, Arizona Meeting location: City Council Chambers Meeting Minutes at City Hall 300 E.Superstition Blvd CityCouncil Meeting Apache Junction,AZ g 85119 apachejunctionaz.gov Ph:(480)982-8002 Tuesday, November 7,2023 7:00 PM City Council Chambers A. CALL TO ORDER Mayor Wilson called the meeting to order at 7:00 p.m. B. INVOCATION AND PLEDGE OF ALLEGIANCE Councilmember Heck gave the invocation and Councilmember Cross led the meeting attendees in the Pledge of Allegiance. C. ROLL CALL Present: 7- Mayor Wilson Vice Mayor Schroeder Councilmember Nesser Councilmember Heck Councilmember Johnson Councilmember Cross Councilmember Soller Staff in Attendance: Bryant Powell, City Manager Matt Busby, Assistant City Manager Jennifer Pena, City Clerk Joel Stern, City Attorney Al Bravo, Public Information Officer Johnny John, Assistant Chief Ted Wolff, Public Works Director Leslie DeReche, Finance Director Evie McKinney, Deputy City Clerk D. CONSENT AGENDA Vice Mayor Schroeder moved,seconded by Councilmember Nesser to approve the Consent Agenda. Yes: 6- Mayor Wilson, Vice Mayor Schroeder, Councilmember Nesser, Councilmember Heck, Councilmember Johnson and Councilmember Soller No: 1 - Councilmember Cross 1. 23- 72 Consideration of acceptance of agenda. City of Apache Junction,Arizona Page 1 City Council Meeting Meeting Minutes November 7,2023 2. 23-573 Consideration of approval of minutes of the regular meeting of October 17, 2023. 3. 23-580 Consideration of approval of procurement of police department drones from Gresco Supply Inc., utilizing State Cooperative Contract #CTR065255, in an amount not to exceed $72,638,81. This item was presented and discussed at the October 16, 2023 work session. 4. 23-581 Consideration of approval of procurement of council chamber audio/visual upgrade from Conference Technologies, Inc., utilizing the Interlocal Purchasing System ("T.I.P.S") cooperative contract#200904, for a total amount not to exceed $54,219.61. This item was presented and discussed at the October 16, 2023 work session. 5. 23-604 Consideration of approval of entering into a contract with Weems Asphalt for the reconstruction of the City's Fuel Island pavements. The work would be through Maricopa County cooperative contract No. 210166-S in the amount of$126,674.98 plus a 10% contingency for unforeseen change orders in the amount of$12,667.49 for a total not to exceed $139,342.47. Work will result in new concrete surfaces to replace the current surface in very poor condition. Work is planned within the November 2023 to January 2024 timeframe. 6. 23-605 Consideration of approval of proposed Resolution No. 23-34, a 12-month preliminary plat extension for case P-21-98-SD, known as "Old West Highway Village," a request by Greg Loper, representing the development and ownership group Galileo Capital Partners, located approximately on the south side of Old West Highway between S. Royal Palm Road and S. Tomahawk Road. 7. 23-620 Consideration of approval of Resolution 23-36, an intergovernmental agreement between the City of Apache Junction and the State of Arizona Department of Revenue for the administration, collection, audit, and licensing of transaction privilege taxes, use taxes, severance taxes,jet fuel excise and use taxes and rental occupancy taxes imposed by the state, cities or towns. E. AWARDS, PRESENTATIONS AND PROCLAMATIONS F. REGIONAL INTERGOVERNMENTAL UPDATES 8. 23-574 Brief summary of intergovernmental updates from mayor and councilmembers. Mayor Wilson shared an announcement that Phoenix Mesa Gateway Airport recently surpassed a milestone of having the 20 millionth passenger since starting commercial service in October 2002. City of Apache Junction,Arizona Page 2 City Council Meeting Meeting Minutes November 7,2023 G. CITY MANAGER'S REPORT 9. 23-575 City Manager's Report. City Manager Bryant Powell shared news on an employee engagement activity that was offered on November 2, 2023. He thanked the Mayor and Council for showing their support to the employees by offering this fun event, of which more than 200 employees and family members attended. He also shared photos of City employees showing their support for the D-Backs National League Champions. 10. 2 -611 Presentation, discussion, and update on the .2% sales tax dedicated to fund roadway maintenance and repairs. Management Analyst Eli Richardson recapped the .2% sales tax dedicated to fund roadway maintenance, repairs and projects. This sales tax is due to sunset in 2025. The City of Apache Junction does not have a city property tax and is limited on revenue generating income to support the city's many services. Recap of Street Projects Sales Tax Revenues Expenditures 2014 $11,000.00 2015 $267,578 $2,014,256 2016 $805,013 $977,346 2017 $787,002 $1,131,254 2018 $1,122,377 $1,406,615 2019 $1,168,959 $335,000 2020 $1,272,268 $822,492 2021 $1,460,638 $1,060,197 2022 $1,778,204 $1,477,442 2023 $2,059,076 $1,327,721 total collection $10,721,115 Total Expenditures: $10,563,323 Photos were shared of projects that were completed by use of these funds throughout the City in the past year. 11. 23- 76 Announcement of Current Events. Public Information Officer Al Bravo shared the following updates: * Friday, November 10, 2023, Veteran's Weekend Kickoff, VFW Post#9399 at Apache Trail and Saguaro Drive, Concert by Josh Roy Band from 5:00 p.m. -8:00 p.m. Cost is$ 7.00 and all are encouraged to bring own lawn chairs. There will be several raffles, a 50/50, and proceeds will be shared with various veteran families and programs. *Saturday, November 11, 2023, Veteran's Day Parade at the Focal Point on Apache Trail, starts at 9:30 a.m. City of Apache Junction,Arizona Page 3 City Council Meeting Meeting Minutes November 7,2023 * 11:00 a.m., Following the Parade will be the Veteran's Tribute Ceremony at Flatiron Park *Saturday, November 11, 2023, Festival of the Superstitions, 10:00 a.m. -3:00 p.m. at Flatiron Park * Free Dump Week, November 6- 11, 2023,Apache Junction Landfill closes on Saturday at 4:00 p.m. * Household Hazardous Waste Event, November 18, 2023, 8:00 a.m. - 12:00 p.m., Public Works Yard, 575 E. Baseline Mr. Bravo also shared that over 3,000 attendees participated in the Halloween Festival held at the Superstition Shadows Park, and it was another fantastic program offered by our Parks and Recreation Department. H. PUBLIC HEARINGS I. OLD BUSINESS 12. 23-610 Presentation, discussion, and update on the status of the Weekes Wash project with City Engineer, Emile Schmid. Public Works Director Ted Wolff provided an update on the Weekes Wash Project. Presentations of this project were given at council meetings earlier this year. Mr. Wolff explained the State and Pinal County are partners in the planning and design of the project. There is a preferred alternative design which also outlines the benefits to surrounding properties, increased safety and the decrease in time and cost of post-storm cleanup. A Federal grant of$44.5 million was awarded to the City for this project in August of 2023. Staff continues to research additional funding options and opportunities, as the project costs exceed the amount the City received from the FMA grant. The project is anticipated to be completed by 2028. Council discussion comments included: drainage timeline, lease vs purchase surrounding land, lack of funding, water collection/storage of overflow, construction zone preparation for flood during build of project, possibility of selling excess aggregate rather than increased costs for disposing of products. Mr. Wolff responded with clarity to all council queries. J. NEW BUSINESS K. COUNCIL DIRECTION TO STAFF L. SELECTION OF MEETING DATES, TIMES, LOCATIONS, AND PURPOSES M. CALL TO PUBLIC Patricia Wruck, 400 N. Plaza Drive,Apache Junction, expressed her concerns of safety due to the traffic signal timing at the intersection of Apache Trail and Phelps Drive. City of Apache Junction,Arizona Page 4 City Council Meeting Meeting Minutes November 7.2V23 Eddie Ohly, 2364 N. Apache Drive, Apache Junction, is requesting the extension of a guardrail along Idaho Road, south of Lost Dutchman. He also expressed his concern for the safety nfhis home and the speeding traffic that travels along this route. Andre Meek, 1327 S. Belair Road, Apache Junction, shared concerns regarding the traffic signal timing at Ironwood and Apache Trail. He also commented on the VVeekea Wash project, and the opportunity that allows for a recreational park of some sort. George Schroeder, 2444 W. Virginia Street, Apache Junction, encouraged investigation with the land surrounding Apache Junction. He shared concerns with the laws and regulations regarding squatters in Apache Junction and Pina| County. He commented on the concern he had for a neighbor's home and the lack of proper building inspection completed by the City. Donna Carr, 2128 W.Virginia Street, Apache Junction, shared her frustration with paying taxes, and feels having to pay property taxes would be wrong. She shared information on a lawsuit in the UK between farmers and the government due to sludge from reclaimed water processes, and how this sludge is killing the crops. She again encouraged the need to have some type of attraction for the younger generation. Mayor Wilson requested staff address the traffic signal issues, and a followup and update on costs involved to install the extended guardrail on Idaho Road, south of Lost Dutchman. N. ADJOURNMENT Mayor Wilson adjourned the meeting at7:53p.m. City vr Apache Junction,Arizona Page City Council Meeting Meeting Minutes November 7,2023 ACCEPTED THIS DAY OF 2023, BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA. SIGNED AND ATTESTED TO THIS DAY OF 12023. WALTER"CHIP"WILSON Mayor ATTEST: JENNIFER PENA City Clerk CITY COUNCIL MINUTES CERTIFICATION I hereby certify that the foregoing minutes are a true and correct copy of the minutes of the regular meeting of the City Council of the City of Apache Junction, Arizona, held on the day of , 2023. 1 further certify that the meeting was duly called and held and that a quorum was present. Dated this day of 2023. JENNIFER PENA City Clerk City of Apache Junction,Arizona Page 6 City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No. 3. File ID: 23-606 Sponsor:Ted Wolff Agenda Date: 11/21/2023 Index: In Control: City Council Meeting Consideration of approval of Resolution No. 23-23 Intent to Form Streetlight Improvement District No. 2023-SV-1 B-1 Radiance at Superstition Vistas Phase 1 B. City of Apache Junction,Arizona Page 1 Printed on 1111612023 Public Works Department Home of the Superstition Mountains MEMORANDUM DATE: October 25, 2023 TO: Mayor and Members of City Council THROUGH: Bryant Powell, City Manager Ted Wolff, Public Works Director FROM: Emile Schmid P.E., City Engineer SUBJECT: Streetlight Improvement District ("SLID") 2023-SV-113-1 Radiance at Superstition Vistas Phase 1B Resolution 23-23 Intent to Form Streetlight Improvement District Resolution 23-24 Ordering the Installation of Streetlights within the SLID Resolution 23-25 Adopting the SLID Budget for Fiscal Year 2024-2025 REQUEST Consideration and approval of SLID No. 2023-SV-113-1 for Radiance at Superstition Vistas Phase 1B. BACKGROUND The creation of a Streetlight Improvement District ("SLID") is a means whereby the power expenses of streetlights are paid by the levy and collection of taxes based on the number of properties within the SLID. SLIDs are created by the initial submittal of a petition to the city to form a SLID, and the subsequent approval of three separate resolutions: 1) the intent to form a SLID; 2) ordering the installation of streetlights within the SLID, and 3) setting forth the initial annual SLID budget. The 279 residential parcels of Radiance at Superstition Vistas Phase 1B have been approved and final plats have been recorded. All 279 lots within Phase 113 are currently owned by D R Horton Inc. who submitted to the city a Unanimous Petition for the SLID along with an exhibit showing the boundary of the SLID. The above three described resolutions will be on the consent agenda at the November 21, 2023 city council regular meeting for final approval. RECOMMENDATION Staff respectfully requests mayor and city council to approve Resolution 23-23, Resolution 23-24, and Resolution 23-25 on consent agenda at the November 21, 2023 council meeting. ACTION REQUIRED This item will be for consideration and approval. 575 E. Baseline Avenue, Apache Junction, AZ 85119 Tel (480) 982-1055 • FAX (480) 983-5872 Public Works Department 575 E. Baseline Ave., Apache Junction, AZ 85119 (480) 982-1055 PETITION FOR STREET LIGHTING IMPROVEMENT DISTRICT TO THE MAYORCOUNCIL OF THE CITY OF A AC E JUNCTION: e, the undersigned, being all or a majority of the real property owners within the limits of the area and district hereinafter described, do hereby petition the council of the City of Apache Junction,Pinal and Maricopa Counties, State of Arizona,to establish a street lighting improvement district pursuant to the provisions of Arizona Revised Statutes ("A. . .") §§ 8-615, 8-616, 8- 617 and 48-572, for the purpose of purchasing electricity for the lighting of public streets or parks within the described and depicted district or area set forth in Exhibit A, which includes a charge for energy and maintenance. It is hereby requested that upon the filing of this petition,if signed by all of the real property owners within the described district or area, exclusive of mortgages and other lienholders,that the council of the City of Apache Junction, after verifying such ownership and making a finding of such fact, adopt a resolution of intention to order creation of the district and order the proposed improvements pursuant to the provisions of A.R.S. §§ 48-576 and 48-581 without the necessity of publication and posting of the resolution of intention provided for in A.R.S. § 48-578, and that unless any protests are received sufficient to bar further proceedings under A. .S. § 8-57 , that the council proceed with the improvement petition. Expenses of the district(CHECK ONE): ❑ Shall be paid by the levy and collection of ad valorem taxes upon assessed value of all property in the district. Shall be paid by the levy and collection of equal apportionment of taxes based on the number and classification of properties within the district. The name of the proposed street lighting improvement district shall be STREET LIGHTING IMPROVMENT DISTRICT ("SLID")# located in the city as follows: Radiance at Superstition Vistas Phase 1 B - Lots -71 128.2 ct the NEC ofMeridianv Name of Subdivisions and Lots (area of limits) OWNERS OF RECORD E ' rited SIGNATURE ADDRESS DATE J �..,w m m 4C C f, , Home of the Superstition Mountains www.apachejunctionaz.gov EXH113IT A [The preparer of this document needs to add the exhibit showing the SLID boundary] Exhibit A SECTI N 19 APACHE JUNCTION PROJECT SITE 0 0 S < IPA a_ < C) N 0 C) .00 LLJRAY 0 PINAL 3: < COUNTY o= < SECTION 30 N 1/4 COR. SEC. 19, TlS, R8E) VICINITY MAP N.T.S. TIS,R8E 77 � — PARCEL 19.3 EL 19.4 la ��A --- --- PARCEL SHEET 2 SHEET S rn ' --- --- ------ --- -- --- tN 0 —------ m — — — — — — — — — — — — — — — — AVENUE S 1/4 COR. RAY SEC. 19, TlS, R8E APPROVAL LEGEND TLED STREETLIGHT* APACHE JUNCTION DEVELOPMENT DATE *4,000 LUMEN LED STREETLIGHT TO BE SERVICES PRINCIPAL ENGINEER INSTALLED ON LOCAL RESIDENTIAL STREETS. PROJ.NO.: 1635 SUPERSITION VISTAS - PHASE 1 B ff*ffff DATE: JULY 2023 PARCELS 19.3 & 19.4 SCALE: N.T.S. STREET LIGHT IMPROVEMENT DISTRICT HILGARTWILSON DRAWN BY: JS 2141 E. HIGHLAND AVE.,STE. 250 CHECKED BY: BR SHEET 1 OF 3 PHOENIX,AZ 85016 1 P: 602.490.0535/ F:602.368.2436 @2023, HILGARTWILSON, LLC U:\1600\1635\ENGR\2hase IB\EXHIBITS\SLID\1635—PHlB-19.3-19.4—SLID—Ol.dwq 7/17/2023 2:16 PM -T u l cr � W W`� AE w\ ` ` --------- w (9 0 \ ` -L - ' 547 rr-440� �- E _ 548 ---------------- ANLE cr 549 co 2� — 'T- cr �' -'`'' rn --- m 441 cry N o -� --------- m '�" co CAI 550 443 �, ,C.)) '�' r --- - m \ 444 G:13 -- --� ��,\cr \ c,, p----- - t1 , , �t1 \ . o \ ,N\ , ` \ -�7 553cn - W o\ �, \ \co \ -�-�"L -Tern 554- i __----- , I 555 -- Z ----� (" o c9 0 -- 556 pV AL_ n ' 448 —� �� o --1 - SAND ITi ----- L °' \ _ - ---449 _ P o w _ - __ -AVENUE N �- --450 co w ` — 1 472 o � i Go co 453 A �, 470 p 1 i ----454 -- � , J SEAVER , T P. \rn rn` \ `469 �7 - ----- ��' co i i RAY A�ENVE — N 200 100 0 200 SCALE- 1" = 200' PROJ.NO.: 1635 SUPERSITION VISTAS - PHASE 1 B ff*ss DATE: JU LY 2023 PARCEL 19.3 SCALE: 1"=200' STREET LIGHT IMPROVEMENT DISTRICT HILGARTWILSON DRAWN BY: JS 2141 E. HIGHLAND AVE.,STE. 250 SHEET 2 OF 3 PHOENIX,AZ 85016 CHECKED BY: BR P: 602.490.0535 F:602.368.2436 ©2023, HILGARTWILSON, LLC U:\1600\1635\ENGR\—Phase 1B\EXHIBITS\SLID\1635—PH1B-19.3-19.4—SLID-02.dwq 7/17/2023 11:27 AM UJ cc CL Lo (0 r-- 00 I,- co m LO (0 1- c"I (.0 2 m m a) cy) c) Icy, 'c`t:) UC3 0 C) C) ( ':� � I tl-- .0 (.0 (0 a t-- t-- I— t-- ;l Q10) -cor--)Etc--) x - -7L- -------- SHELLY AVENUE ------ 557---- ---------— W� 558 1 N w— C) m w t-- co LO 't co N T- C> 0') 00 r-- C.0 U") It CO m m m m m w w w woo 00 00 00 00 r-- r-- r-- r� r-- r� t-2- 559 (0 (0 co co (.0 (0 co co co co CO (0 (0 (0�(0 (0 (0 (0 (0 (0 co co 0 560 ---------—------------ --------- —-------- —— — 561 m -t U-) co r- 001m 0 r1 IN CO 00 M 0 04 u') U-) LO U-)I to u') M u') (.0 (.0 1 Clot CUB 11600 (,*D- (0 (0 �- �- mm C_--68----_--_-_- 562 co c 0 "'o�co co (0 co (0 co 10 ----k63 -- -—------------ W ---I--- SABLE AVENUE 564 — -- 586 O� oo m c) - c4 cy) '-zr LO 624 ---- ----- X� cy) cy) "t "t -t "t "t ,I- LO — C)/— 0 565 ----- ------- 00 0)cp t It (0 m 566 - - ---- 587 Q co co co CD co co co co co co 623 ------- >� 584 Z' 1-0(c 0 ------567 —-------- ------ -------——--------- 622 ---583---------- -—---- a co N C) 0') 00 r- Co LO -- ---------- I,- Co LO 1t uj 621 cf) C.0 ' N � —----- cy) cy) m C\l Cq�CC 04�Cq (.0 co (0 (D t�c��o i�C�O� ZC60 .0 .0 (0 569 1 1 1 1!! 620 ---- 5 --------------- In cc--- 570 --------------------6 —SAN OVAL AVENUE------------- 0 619 \ Z 0 618 5-7 fn 59-8— 599 Lou 608 609 —-----— 617 ------------------- 597 600 111 607 610 0 616 co C.0 IE)08 --------- i07 610 �7-2 596 601 EE 606 611 < -------oo ------ 615 O 595 602 605 612 577 614 > 574 v0' - 575_ � 604 BEAVER AVENUE ------ RAY AVENUE 200 100 0 200 SCALE: 1 200' PROJ.NO.: 1635 SUPERSITION VISTAS - PHASE 1 B ff*ffff DATE: JULY 2023 PARCEL 19.4 SCALE: 1"=200' STREET LIGHT IMPROVEMENT DISTRICT HILGARTWILMON DRAWN BY: JS 2141 E. HIGHLAND AVE.,STE. 250 SHEET 3 OF 3 PHOENIX,AZ 85016 , CHECKED BY: BR I P: 602.490.0535/ F:602.368.2436 @2023, HILGARTWILSON, LLC U:\1600\1635\ENGR\2hase IB\EXHIBITS\SLID\1635-PH1B-19.3-19.4-SLID-03.dwq 7/17/2023 1:18 PM RESOLUTION NO. 23-23 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, ACCEPTING A PETITION, WAIVER AND CONSENT, AND THE INTENTION TO FORM A MUNICIPAL STREET LIGHTING IMPROVEMENT DISTRICT IN THE CITY OF APACHE JUNCTION TO BE DESIGNATED AS "CITY OF APACHE JUNCTION STREET LIGHTING IMPROVEMENT DISTRICT NO. 2023- SV-lB-1"; DECLARING FUNDING TO CONTRACT FOR THE PURCHASE OF ENERGY FOR THE STREET LIGHTS BE BY ANNUAL LEVY OF TAXES OR ASSESSMENTS EQUALLY APPORTIONED UPON ALL OF THE PROPERTY OWNERS OF THE DISTRICT; AND PROVIDING THE LIGHTING OF PUBLIC STREETS AND PARKS WITHIN AND ADJACENT TO STREETS IN THE PROPOSED DISTRICT. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION ARIZONA, AS FOLLOWS : 1 . Acceptance and Findings . A petition (the "Petition") for the formation of the City of Apache Junction Street Lighting Improvement District ("SLID") No. 2023-SV-1B-1 (the "District") (see Map of District Boundaries, respectively Exhibit A) to purchase, and not generate, energy for street or public park lighting within the District and adjacent streets, has been filed with the city clerk and presented to the mayor and city council at the meeting at which this resolution was adopted. The Petition purports to be signed by all of the real property owners in the proposed District, exclusive of mortgagees and other lienholders . After verification of such ownership, the mayor and city council find pursuant to Arizona Revised Statutes ("A.R. S . ") § 48-615 (A) that the Petition was signed by all of the real property owners in the proposed District, exclusive of mortgagees and other lienholders . 2 . Declaration of Intention to Order Formation of the District . The public interest and convenience require and it is the intention of the mayor and city council to order the work through formation of the District pursuant to A.R. S . Title 48, Chapter 4, Article 2 . The District' s sole purpose shall be the purchase, not generation, of energy to operate the street lighting system as it now exists or is hereafter enlarged. The phrase "street lighting system" shall mean all publicly owned street and traffic lights and all wire, apparatus and other facilities now in place or hereafter constructed or acquired for the lighting of public streets and parks within the District and on adjacent streets . For purposes of this resolution and of all resolutions, RESOLUTION NO. 23-23 Page 1 of 3 ordinances and notices pertaining hereto, the SLID shall be known as and is hereby designated "City of Apache Junction Street Lighting Improvement District No. 2023-SV-1B-1" . 3 . Statutory Authority; Payment of Incidental Expenses . All proceedings pertaining to the District is authorized by A.R. S . Title 48, Chapter 4, Article 2, and all amendments thereto including, without limitation, §§ 48-616 and 48-617 . All incidental expenses shall become the obligation of the District, unless paid for by the signers of the Petition. The phrase "incidental expenses" shall mean the costs of posting, publication, recording and legal fees associated with the formation of the District and the annual levy of taxes . 4 . Protests, Objections, Waiver. In the Petition, the signers have made written consents and waivers pertaining to the ordering of the work and to the formation of the District and have specifically waived all protests and objections against formation of the District . City staff has verified such ownership and the mayor and city council find as a fact that all property owners within the District signed such Petition. Therefore, pursuant to A.R. S . § 48-617 (A) , no publication or posting of any notice pertaining to formation of the District will be made which is normally required under A.R. S . §§ 48-575 (C) and 48-578 . 5 . Engineer' s Estimate . As financing for the acquisition and construction of the initial street lighting system has been provided, the District' s sole purpose will be to purchase, and not generate, energy to operate the street lighting system. All owners of land within the District who signed the Petition waived the filing of an engineer' s estimate and no engineer' s estimate has been filed with the city clerk. 6 . Determination of Type of Lighting and Consideration of the Rate to be Paid. The type of lighting shall be the type now in place within the District which now comprises the street lighting system or such lighting facilities as may be required in the future by city engineering staff or some other entity for use within the District . The mayor and city council agree that the current rate to be paid for purchasing energy for the proposed district per street light per month and per kilowatt hour is set by the public service entity which provides the energy to light the streets (currently Salt River Project) and may be increased as they or their successors so determine in the future . The estimate of the District' s costs and expenses of purchasing energy for the operation of the street lighting system is subject to change or RESOLUTION NO. 23-23 Page 2 of 3 correction when the actual costs of operation are known and is subject to change due to inflation, new construction or acquisition of additional portions of the street lighting system. 7 . Compliance with City Outdoor Lighting Code . The District shall comply with the provisions of the Apache Junction City Code, Vol . II, Land Development Code, Article 1-10 : Outdoor Lighting Regulations, as amended. PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONAI THIS DAY OF , 20-. SIGNED AND ATTESTED TO THIS DAY OF f 20 WALTER "CHIP" WILSON Mayor ATTEST: JENNIFER PENA City Clerk APPROVED AS TO FORM: RICHARD J. STERN City Attorney RESOLUTION NO. 23-23 Page 3 of 3 EXHIBIT A Exhibit A SECTI N 19 APACHE JUNCTION PROJECT SITE 0 0 S < IPA a_ < C) N 0 C) .00 LLJRAY 0 PINAL 3: < COUNTY o= < SECTION 30 N 1/4 COR. SEC. 19, TlS, R8E) VICINITY MAP N.T.S. TIS,R8E 77 PARCEL la PARCEL 19.3�� L19 ------ ---- -- ET 371 SHEET 2 ---- -- ---- --- ------ tN -7 0 -- ------ In o --1-- - — — — — — — — — — — — AVENUE S 1/4 COR. SAY AV SEC. 19, TlS, R8E APPROVAL LEGEND A 14L- LED STREETLIGHT* 10/25/2023 ACHE "JUNCTION DEVELOPMENT DATE *4,000 LUMEN LED STREETLIGHT TO BE SERVICES PRINCIPAL ENGINEER INSTALLED ON LOCAL RESIDENTIAL STREETS. PROJ.NO.: 1635 SUPERSITION VISTAS - PHASE 1 B ff*ffff DATE: JULY 2023 PARCELS 19.3 & 19.4 SCALE: N.T.S. STREET LIGHT IMPROVEMENT DISTRICT HILBAKTW11.80N DRAWN BY: JS 2141 E. HIGHLAND AVE.,STE. 250 CHECKED BY: BR SHEET 1 OF 3 PHOENIX,AZ 85016 1 P: 602.490.0535/ F:602.368.2436 @2023, HILGARTWILSON, LLC U:\1600\1635\ENGR\--Fhase IB\EXHIBITS\SLID\1635—PHlB-19.3-19.4—SLID—Ol.dwq 7/17/2023 2:16 PM -T u l cr � W W`� AE w\ ` ` --------- w (9 0 \ ` -L - ' 547 rr-440� �- E _ 548 ---------------- ANLE cr 549 co 2� — 'T- cr �' -'`'' rn --- m 441 cry N o -� --------- m '�" co CAI 550 443 �, ,C.)) 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HIGHLAND AVE.,STE. 250 SHEET 2 OF 3 PHOENIX,AZ 85016 CHECKED BY: BR P: 602.490.0535 F:602.368.2436 ©2023, HILGARTWILSON, LLC U:\1600\1635\ENGR\—Phase 1B\EXHIBITS\SLID\1635—PH1B-19.3-19.4—SLID-02.dwq 7/17/2023 11:27 AM UJ cc CL Lo (0 r-- 00 I,- co m LO (0 1- c"I (.0 2 m m a) cy) c) Icy, 'c`t:) UC3 0 C) C) ( ':� � I tl-- .0 (.0 (0 a t-- t-- I— t-- ;l Q10) -cor--)Etc--) x - -7L- -------- SHELLY AVENUE ------ 557---- ---------— W� 558 1 N w— C) m w t-- co LO 't co N T- C> 0') 00 r-- C.0 U") It CO m m m m m w w w woo 00 00 00 00 r-- r-- r-- r� r-- r� t-2- 559 (0 (0 co co (.0 (0 co co co co CO (0 (0 (0�(0 (0 (0 (0 (0 (0 co co 0 560 ---------—------------ --------- —-------- —— — 561 m -t U-) co r- 001m 0 r1 IN CO 00 M 0 04 u') U-) LO U-)I to u') M u') (.0 (.0 1 Clot CUB 11600 (,*D- (0 (0 �- �- mm C_--68----_--_-_- 562 co c 0 "'o�co co (0 co (0 co 10 ----k63 -- -—------------ W ---I--- SABLE AVENUE 564 — -- 586 O� oo m c) - c4 cy) '-zr LO 624 ---- ----- X� cy) cy) "t "t -t "t "t ,I- LO — C)/— 0 565 ----- ------- 00 0)cp t It (0 m 566 - - ---- 587 Q co co co CD co co co co co co 623 ------- >� 584 Z' 1-0(c 0 ------567 —-------- ------ -------——--------- 622 ---583---------- -—---- a co N C) 0') 00 r- Co LO -- ---------- I,- Co LO 1t uj 621 cf) C.0 ' N � —----- cy) cy) m C\l Cq�CC 04�Cq (.0 co (0 (D t�c��o i�C�O� ZC60 .0 .0 (0 569 1 1 1 1!! 620 ---- 5 --------------- In cc--- 570 --------------------6 —SAN OVAL AVENUE------------- 0 619 \ Z 0 618 5-7 fn 59-8— 599 Lou 608 609 —-----— 617 ------------------- 597 600 111 607 610 0 616 co C.0 IE)08 --------- i07 610 �7-2 596 601 EE 606 611 < -------oo ------ 615 O 595 602 605 612 577 614 > 574 v0' - 575_ � 604 BEAVER AVENUE ------ RAY AVENUE 200 100 0 200 SCALE: 1 200' PROJ.NO.: 1635 SUPERSITION VISTAS - PHASE 1 B ff*ffff DATE: JULY 2023 PARCEL 19.4 SCALE: 1"=200' STREET LIGHT IMPROVEMENT DISTRICT HILGARTWILMON DRAWN BY: JS 2141 E. HIGHLAND AVE.,STE. 250 SHEET 3 OF 3 PHOENIX,AZ 85016 , CHECKED BY: BR I P: 602.490.0535/ F:602.368.2436 @2023, HILGARTWILSON, LLC U:\1600\1635\ENGR\2hase IB\EXHIBITS\SLID\1635-PH1B-19.3-19.4-SLID-03.dwq 7/17/2023 1:18 PM City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No.4. File ID: 23-607 Sponsor:Ted Wolff Agenda Date: 11/21/2023 Index: In Control: City Council Meeting Consideration of approval of Resolution No. 23-24 Ordering the Installation of Streetlights for Streetlight Improvement District No. 2023-SV-1 B-1 Radiance at Superstition Vistas Phase 1 B. City of Apache Junction,Arizona Page 1 Printed on 1111612023 Public Works Department Home of the Superstition Mountains MEMORANDUM DATE: October 25, 2023 TO: Mayor and Members of City Council THROUGH: Bryant Powell, City Manager Ted Wolff, Public Works Director FROM: Emile Schmid P.E., City Engineer SUBJECT: Streetlight Improvement District ("SLID") 2023-SV-113-1 Radiance at Superstition Vistas Phase 1B Resolution 23-23 Intent to Form Streetlight Improvement District Resolution 23-24 Ordering the Installation of Streetlights within the SLID Resolution 23-25 Adopting the SLID Budget for Fiscal Year 2024-2025 REQUEST Consideration and approval of SLID No. 2023-SV-113-1 for Radiance at Superstition Vistas Phase 1B. BACKGROUND The creation of a Streetlight Improvement District ("SLID") is a means whereby the power expenses of streetlights are paid by the levy and collection of taxes based on the number of properties within the SLID. SLIDs are created by the initial submittal of a petition to the city to form a SLID, and the subsequent approval of three separate resolutions: 1) the intent to form a SLID; 2) ordering the installation of streetlights within the SLID, and 3) setting forth the initial annual SLID budget. The 279 residential parcels of Radiance at Superstition Vistas Phase 1B have been approved and final plats have been recorded. All 279 lots within Phase 113 are currently owned by D R Horton Inc. who submitted to the city a Unanimous Petition for the SLID along with an exhibit showing the boundary of the SLID. The above three described resolutions will be on the consent agenda at the November 21, 2023 city council regular meeting for final approval. RECOMMENDATION Staff respectfully requests mayor and city council to approve Resolution 23-23, Resolution 23-24, and Resolution 23-25 on consent agenda at the November 21, 2023 council meeting. ACTION REQUIRED This item will be for consideration and approval. 575 E. Baseline Avenue, Apache Junction, AZ 85119 Tel (480) 982-1055 • FAX (480) 983-5872 RESOLUTION NO. 23-24 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, ORDERING THE INSTALLATION OF STREET LIGHTS WITHIN STREET LIGHTING IMPROVEMENT DISTRICT NO. 2023-SV-1B-1 . WHEREAS, on November 21, 2023 the mayor and city council of the City of Apache Junction, Arizona, passed and adopted Resolution No. 23-23 (the "Resolution of Intention") , which declared the councill' s intention to form the City of Apache Junction Street Lighting Improvement District (the "SLID") No. 2023-SV-1B-1 (the "District") , solely for the purpose of purchasing energy for lighting of the public streets within the District; and WHEREAS, no protests against the proposed work, or objections to the extent of the District have been received, as such option was waived by the owners who signed the formation petition; and WHEREAS, pursuant to Arizona Revised Statutes ("A.R. S . ") §§ 48-616 and 617, the mayor and city council hereby finds and determines that it has jurisdiction to order the work for lighting of public streets and parks within the District and order the formation of the District described in the resolution. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, AS FOLLOWS : 1 . Ordering the work and District formation. That as there were no protests against the work or the formation of the District or objections to the extent of the District, the work, as described in the resolution, is hereby ordered and the formation of the City of Apache Junction SLID No. 2023-SV-1B-1 is also ordered. The Map of the District Boundaries is set forth in Exhibit A attached hereto and incorporated by reference herein. The city clerk is ordered and directed to cause a certified copy of this resolution to be delivered to the Department of Revenue of the State of Arizona (the "Department") and to the Assessor and Recorder of Pinal County, Arizona, as is required by A.R. S . § 42-17257, together with all other information relating to the boundaries of newly created taxing jurisdictions . 2 . Compliance with City Code. The District shall comply with the provision of the Apache Junction City Code, Vol . II, Land RESOLUTION NO. 23-24 PAGE 1 OF 3 Development Code, Article 1-10 : Outdoor Lighting Regulations, as amended. 3 . Annual Tax. The city shall annually, commencing in tax year 2024 and for the city' s 2025 fiscal year, make annual statements and estimates of the expenses of the District and shall submit the same to the Board of Supervisors of Pinal County for the levy and collection of ad valorem taxes upon the assessed value of all taxable property, real and personal, in the District or by equal apportionment of taxes based on the number and classification of properties within the District, and shall publish notice of the statements and estimates, hold hearings on them and adopt them at the times and in the manner provided for incorporated cities and towns' statements and estimates by applicable portions of A.R. S . Title 42, Chapter 17, Article 3, and shall annually set, fix and cause to be levied and assessed the amount to be raised by ad valorem taxes upon all of the taxable property of the District and shall cause to be collected, as county taxes are collected, the amounts shown by the statements and estimates so adopted by the mayor and city council . As provided in A.R. S . § 48-616, all statutes providing for the levy and collection of general county taxes, including collection of delinquent taxes and sale of property for nonpayment of taxes, are applicable to the District taxes as provided to be levied by the section. PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONAI THIS DAY OF , 20—. SIGNED AND ATTESTED TO THIS DAY OF f 20 WALTER "CHIP" WILSON Mayor ATTEST: JENNIFER PENA City Clerk RESOLUTION NO. 23-24 PAGE 2 OF 3 APPROVED AS TO FORM: RICHARD J. STERN City Attorney RESOLUTION NO. 23-24 PAGE 3 OF 3 EXHIBIT A Exhibit A SECTI N 19 APACHE JUNCTION PROJECT SITE 0 0 S < IPA a_ < C) N 0 C) .00 LLJRAY 0 PINAL 3: < COUNTY o= < SECTION 30 N 1/4 COR. SEC. 19, TlS, R8E) VICINITY MAP N.T.S. TIS,R8E 77 PARCEL la PARCEL 19.3�� L19 ------ ---- -- ET 371 SHEET 2 ---- -- ---- --- ------ tN -7 0 -- ------ In o --1-- - — — — — — — — — — — — AVENUE S 1/4 COR. SAY AV SEC. 19, TlS, R8E APPROVAL LEGEND A 14L- LED STREETLIGHT* 10/25/2023 ACHE "JUNCTION DEVELOPMENT DATE *4,000 LUMEN LED STREETLIGHT TO BE SERVICES PRINCIPAL ENGINEER INSTALLED ON LOCAL RESIDENTIAL STREETS. PROJ.NO.: 1635 SUPERSITION VISTAS - PHASE 1 B ff*ffff DATE: JULY 2023 PARCELS 19.3 & 19.4 SCALE: N.T.S. STREET LIGHT IMPROVEMENT DISTRICT HILBAKTW11.80N DRAWN BY: JS 2141 E. HIGHLAND AVE.,STE. 250 CHECKED BY: BR SHEET 1 OF 3 PHOENIX,AZ 85016 1 P: 602.490.0535/ F:602.368.2436 @2023, HILGARTWILSON, LLC U:\1600\1635\ENGR\--Fhase IB\EXHIBITS\SLID\1635—PHlB-19.3-19.4—SLID—Ol.dwq 7/17/2023 2:16 PM -T u l cr � W W`� AE w\ ` ` --------- w (9 0 \ ` -L - ' 547 rr-440� �- E _ 548 ---------------- ANLE cr 549 co 2� — 'T- cr �' -'`'' rn --- m 441 cry N o -� --------- m '�" co CAI 550 443 �, ,C.)) 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HIGHLAND AVE.,STE. 250 SHEET 2 OF 3 PHOENIX,AZ 85016 CHECKED BY: BR P: 602.490.0535 F:602.368.2436 ©2023, HILGARTWILSON, LLC U:\1600\1635\ENGR\—Phase 1B\EXHIBITS\SLID\1635—PH1B-19.3-19.4—SLID-02.dwq 7/17/2023 11:27 AM UJ cc CL Lo (0 r-- 00 I,- co m LO (0 1- c"I (.0 2 m m a) cy) c) Icy, 'c`t:) UC3 0 C) C) ( ':� � I tl-- .0 (.0 (0 a t-- t-- I— t-- ;l Q10) -cor--)Etc--) x - -7L- -------- SHELLY AVENUE ------ 557---- ---------— W� 558 1 N w— C) m w t-- co LO 't co N T- C> 0') 00 r-- C.0 U") It CO m m m m m w w w woo 00 00 00 00 r-- r-- r-- r� r-- r� t-2- 559 (0 (0 co co (.0 (0 co co co co CO (0 (0 (0�(0 (0 (0 (0 (0 (0 co co 0 560 ---------—------------ --------- —-------- —— — 561 m -t U-) co r- 001m 0 r1 IN CO 00 M 0 04 u') U-) LO U-)I to u') M u') (.0 (.0 1 Clot CUB 11600 (,*D- (0 (0 �- �- mm C_--68----_--_-_- 562 co c 0 "'o�co co (0 co (0 co 10 ----k63 -- -—------------ W ---I--- SABLE AVENUE 564 — -- 586 O� oo m c) - c4 cy) '-zr LO 624 ---- ----- X� cy) cy) "t "t -t "t "t ,I- LO — C)/— 0 565 ----- ------- 00 0)cp t It (0 m 566 - - ---- 587 Q co co co CD co co co co co co 623 ------- >� 584 Z' 1-0(c 0 ------567 —-------- ------ -------——--------- 622 ---583---------- -—---- a co N C) 0') 00 r- Co LO -- ---------- I,- Co LO 1t uj 621 cf) C.0 ' N � —----- cy) cy) m C\l Cq�CC 04�Cq (.0 co (0 (D t�c��o i�C�O� ZC60 .0 .0 (0 569 1 1 1 1!! 620 ---- 5 --------------- In cc--- 570 --------------------6 —SAN OVAL AVENUE------------- 0 619 \ Z 0 618 5-7 fn 59-8— 599 Lou 608 609 —-----— 617 ------------------- 597 600 111 607 610 0 616 co C.0 IE)08 --------- i07 610 �7-2 596 601 EE 606 611 < -------oo ------ 615 O 595 602 605 612 577 614 > 574 v0' - 575_ � 604 BEAVER AVENUE ------ RAY AVENUE 200 100 0 200 SCALE: 1 200' PROJ.NO.: 1635 SUPERSITION VISTAS - PHASE 1 B ff*ffff DATE: JULY 2023 PARCEL 19.4 SCALE: 1"=200' STREET LIGHT IMPROVEMENT DISTRICT HILGARTWILMON DRAWN BY: JS 2141 E. HIGHLAND AVE.,STE. 250 SHEET 3 OF 3 PHOENIX,AZ 85016 , CHECKED BY: BR I P: 602.490.0535/ F:602.368.2436 @2023, HILGARTWILSON, LLC U:\1600\1635\ENGR\2hase IB\EXHIBITS\SLID\1635-PH1B-19.3-19.4-SLID-03.dwq 7/17/2023 1:18 PM City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No. 5. File ID: 23-608 Sponsor:Ted Wolff Agenda Date: 11/21/2023 Index: In Control: City Council Meeting Consideration of approval of Resolution No. 23-25 adopting the budget for Fiscal Year 2024-2025 for Streetlight Improvement District No. 2023-SV-1 B-1 Radiance at Superstition Vistas Phase 1 B. City of Apache Junction,Arizona Page 1 Printed on 1111612023 Public Works Department Home of the Superstition Mountains MEMORANDUM DATE: October 25, 2023 TO: Mayor and Members of City Council THROUGH: Bryant Powell, City Manager Ted Wolff, Public Works Director FROM: Emile Schmid P.E., City Engineer SUBJECT: Streetlight Improvement District ("SLID") 2023-SV-113-1 Radiance at Superstition Vistas Phase 1B Resolution 23-23 Intent to Form Streetlight Improvement District Resolution 23-24 Ordering the Installation of Streetlights within the SLID Resolution 23-25 Adopting the SLID Budget for Fiscal Year 2024-2025 REQUEST Consideration and approval of SLID No. 2023-SV-113-1 for Radiance at Superstition Vistas Phase 1B. BACKGROUND The creation of a Streetlight Improvement District ("SLID") is a means whereby the power expenses of streetlights are paid by the levy and collection of taxes based on the number of properties within the SLID. SLIDs are created by the initial submittal of a petition to the city to form a SLID, and the subsequent approval of three separate resolutions: 1) the intent to form a SLID; 2) ordering the installation of streetlights within the SLID, and 3) setting forth the initial annual SLID budget. The 279 residential parcels of Radiance at Superstition Vistas Phase 1B have been approved and final plats have been recorded. All 279 lots within Phase 113 are currently owned by D R Horton Inc. who submitted to the city a Unanimous Petition for the SLID along with an exhibit showing the boundary of the SLID. The above three described resolutions will be on the consent agenda at the November 21, 2023 city council regular meeting for final approval. RECOMMENDATION Staff respectfully requests mayor and city council to approve Resolution 23-23, Resolution 23-24, and Resolution 23-25 on consent agenda at the November 21, 2023 council meeting. ACTION REQUIRED This item will be for consideration and approval. 575 E. Baseline Avenue, Apache Junction, AZ 85119 Tel (480) 982-1055 • FAX (480) 983-5872 RESOLUTION NO. 23-25 A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA, ADOPTING THE FINAL BUDGET FOR THE STREET LIGHTING IMPROVEMENTS DISTRICT 2023-SV- 1B-1, FOR FISCAL YEAR 2024 - 2025 BEGINNING JULY 1, 2024 AND ENDING JUNE 30, 2025 AND LEVYING UPON THE PROPERTY IN THE DISTRICT OR BY AN EQUAL APPORTIONMENT OF THE TAXES NEEDED TO PAY THE EXPENSES SET FORTH IN THE BUDGET. WHEREAS, in accordance with the provisions of Arizona Revised Statutes ("A.R. S . ") § 48-616, the Street Lighting Improvement District 2023-SV-1B-1 (the "District") , the mayor and city council received the proposed District budget prior to November 21, 2023; and WHEREAS, notice of the hearing on the statements and estimates of expenses of the District (the "Budget") was duly published and the hearing conducted, all as required by law; and WHEREAS, the mayor and city council intend to adopt the fiscal year 2024 - 2025 final budget for the District; and WHEREAS, upon fixing, levying and assessing the amount to be raised by ad valorem taxes on all the real and personal property in the District or apportioned equally upon the number and classification of properties within the District, the city clerk is hereby directed to transmit a certified copy of this resolution to the assessor, recorder and board of supervisors of Pinal County, Arizona, with a request to collect such taxes in the same manner as general city taxes . NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION ARIZONA, AS FOLLOWS : 1 . Budget Adopted. The District budget attached hereto in Exhibit A in the amount of $1, 733 . 28 is hereby adopted as the budget of the District for fiscal year 2024 - 2025 . 2 . Amount to be Raised by Taxes . The amount of the District budget set forth in Section 1 of this resolution is hereby fixed, levied and assessed as the amount to be raised by the levy of ad valorem taxes on all the real and personal property in the District or through an equal apportionment of taxes based on the number and classification of properties within the District . There is hereby levied on each one hundred dollars ($100) of assessed value on all property, both real and personal within the District not exempt RESOLUTION NO. 23-25 PAGE 1 OF 3 from taxation, a tax rate sufficient (not greater than one dollar and twenty cents ($1 .20) ) to provide a fund for the annual expenses of the SLID, said amount to be collected in the same manner as the collection of general city taxes . 3 . No Invalidation of Proceedings . No irregularity in the fixing, levying or assessing the amount to be raised by ad valorem taxes or omission in the same, or irregularity of any kind in any proceedings shall invalidate such proceeding or invalidate any action to collect such taxes, including the conveyance of title by any tax deed, nor shall any failure or neglect of any officer or officers to perform any of the duties assigned to him or to them on the day within time specified will be an invalidation of any proceedings or of any action to collect such taxes or affect the validity of the assessment of the budget amount and levy of taxes or of the judgment or sale by which the collection of the same may be enforced, or in any manner affect the lien upon such property for the delinquent annual taxes unpaid thereon, and no overcharge as to part of the taxes or of costs shall invalidate any proceedings for collecting of the taxes or the foreclosure, and all acts of officers de facto shall be valid as if performed by officer de jure. 4 . Notice of Levy. The city clerk and city finance director are each authorized and directed to provide the certified duplicate copies of this resolution and such other documents as may be necessary to cause Pinal County to levy, assess and collect the amounts described herein from ad valorem property taxes, including the budget, to the Pinal County Board of Supervisors, County Assessor and County Treasurer. 5 . Conflicting Resolutions Repealed. All resolutions and parts of resolutions in conflict are hereby repealed. PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONAI THIS DAY OF , 20—. SIGNED AND ATTESTED TO THIS DAY OF 20—. Walter "Chip" Wilson Mayor RESOLUTION NO. 23-25 PAGE 2 OF 3 ATTEST: JENNIFER PENA City Clerk APPROVED AS TO FORM: RICHARD J. STERN City Attorney RESOLUTION NO. 23-25 PAGE 3 OF 3 EXHIBIT A City of Apache Junction Street Light Improvement District 2023-SV-lB-1 Budget FY 2024 - 2025 Streetlight Improvement District ("SLID") 2023-SV-lB-1 Number of streetlights 23 Energy cost per month per streetlight $6 . 28 Monthly energy cost for the SLID $144 . 44 Annual energy cost for the SLID $1, 733 . 28 Number of residences in the SLID 279 Annual energy levy per residence in the SLID $6 . 21 City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No.6. File ID: 23-633 Sponsor: Patrick Ainsworth Agenda Date: 11/21/2023 Index: In Control: City Council Meeting Proclamation designating Saturday, November 25, 2023, as "Small Business Saturday". City of Apache Junction,Arizona Page 1 Printed on 1111612023 City of Apache Junction Home of the Siperstition Mountains MEMORANDUM TO: The Honorable Mayor& City Councilmembers MEMORANDUM THRU: Bryant Powell, City Manager Matt Busby, Assistant City Manager MEMORANDUM FROM: Patrick Ainsworth, Economic Development Director SUBJECT: Proclamation to Commemorate Saturday, November 25, 2023 as "Small Business Saturday" Since 2010, Small Business Saturday®has been a day designated to highlight the importance of America's small business owners and to show extra support for these entrepreneurs. To help commemorate their contribution to our economic well-being, the Economic Development Department encourages the City of Apache Junction City Council to proclaim Saturday, November 25, 2023, as Small Business Saturday®. Many of the local retail, restaurant, and service businesses are featured on our www.VisftAJ,com website and we encourage all residents, visitors, and workers to continue supporting these businesses in Apache Junction. If Prortamatton SMALL BUSINESS SATURDAY NOVEMBER 25,2023 WHEREAS, the City of Apache Junction celebrates our local small businesses and the contributions they make to our local economy and community; according to the United States Small Business Administration there are 32.5 million small businesses in the United States; and WHEREAS, small businesses employ 47% of the employees in the private sector in the United States, 88% of U.S. consumers feel a personal commitment to support small businesses in the wake of the pandemic, and 92% of all business owners have changed the way they do business to stay open during the pandemic; and WHEREAS, 97% of Small Business Saturday@ shoppers recognize the impact they can make by shopping small, 85% of them also encourage friends and family to shop local small businesses; and WHEREAS, advocacy groups as well as public and private organizations across the country have endorsed the Saturday after Thanksgiving as Small Business Saturday. NOW,THEREFORE, 1, Walter"Chip" Wilson, Mayor of the City of Apache Junction, Arizona,do hereby proclaim November 25, 2023, as SMALL BUSINESS SATURDAY Signed and attested tothis--j:V day of 4XLIAI� 2023. Walter"Chip" Wilson Mayor ATTEST: J FnaiLfer Pen City Clerk City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No.7. File ID: 23-626 Sponsor: Chip Wilson Agenda Date: 11/21/2023 Index: In Control: City Council Meeting Brief summary of intergovernmental updates from mayor and councilmembers. City of Apache Junction,Arizona Page 1 Printed on 1111612023 City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No.8. File ID: 23-627 Sponsor: Bryant Powell Agenda Date: 11/21/2023 Index: In Control: City Council Meeting City Manager's Report. City of Apache Junction,Arizona Page 1 Printed on 1111612023 City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No.9. File ID: 23-628 Sponsor:Al Bravo Agenda Date: 11/21/2023 Index: In Control: City Council Meeting Announcement of Current Events. City of Apache Junction,Arizona Page 1 Printed on 1111612023 City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No. 10. File ID: 23-623 Sponsor: Agenda Date: 11/21/2023 Index: In Control: City Council Meeting Consideration of application for a new Series 06 Bar Liquor License for First Water Cocktail Bar, located at 1545 W. Broadway Avenue, Apache Junction, AZ. The next step in the process is for the council to hold a public hearing on the application and make a recommendation of approval or denial to the Arizona Department of Liquor License and Control. City of Apache Junction,Arizona Pagel Printed on 1111612023 r City of Apache Junction , o Home of the Superstition Mountains November 21, 2023 MEMORANDUM TO: HONORABLE MAYOR AND CITY COUNCIL THROUGH: BRYANT POWELL, CITY MANAGER JENNIFER PENA, CITY CLERK FROM: EVIE MCKINNEY, DEPUTY CITY CLERK SUBJECT: APPLICATION FOR A SERIES 06 BAR LIQUOR LICENSE FOR FIRST WATER COCKTAIL BAR An application for a Series 06 Bar Liquor License has been submitted by Justin N. Evans with First Water Cocktail Bar, located at 1545 E. Broadway Avenue, Apache Junction, AZ, 85120. The Arizona Department of Liquor Licenses and Control received the application on October 17, 2023, and the Apache Junction City Clerk's Office received the application from them on October 19, 2023. The Notice of Public Hearing was posted at the premises on October 31, 2023, which allowed for the 20-day Notice as required by state law. The applicant was notified by first class mail and e-mail of the public hearing date and was encouraged to attend to address any questions council may have. Correspondence related to inspections of the premises for safety and code compliant matters have been received from the Apache Junction Police Department, Building and Safety Division, Planning and Zoning Department, and the Superstition Fire and Medical District. Apache Junction Police Department, Planning and Zoning Department, and the Superstition Fire and Medical District find compliance with the inspection requirements and recommend approval. The Building and Safety Division recommend denial as the proper permits have not been acquired. Their responses are attached in Legistar for your review. The city council may now make a recommendation continuation, denial or approval to the Arizona State Liquor Licenses and Control on this application. This recommendation must take place within sixty (60) days of the filing of the application. Continuing the application to the December 5th city council meeting still allows for the required 60-day review and public hearing requirements. S:City Clerk/Liquor Licenses/Applications/First Water Cocktail Bar/Memo To Council 300 E.Superstition Boulevard -Apache Junction,AZ 85119 - Ph: (480)474-5092 www.ap ache]unctionaz.gov State of Arizona Department of Liquor Licenses and Control Create /1712 23 @ 03:17:35 PM Local Goveming Body Report LICENSE Number: Type: 006 EAR Name: FIRST WATER COCKTAIL EAR State: Pending Issue Date: Expiration Date: Original Issue Date: Location: 1545 W BRAODWAY AVENUE #101-103 APACHE JUNCTION,AZ 85120 USA Mailing Address:: 3677 E LESLIE DRIVE GILBERT,AZ 85296 USA Phone: Alt. Phone: Email: L AGENT Name: JUSTIN tNICHOLAS EVANS Gender: Correspondeiiee Address: 3677 E LESLIE DRIVE GILBERT,AZ 85296 USA Phone: Alt. Phoiic: Email: Name: FIRST WATER COCKTAIL EAR LLC Contact Name: JUSTIN EVANS Type: LIMITED LIABILITY COMPANY AZ CC File Phimber: 23577151 State of Ncorporatioii: AZ Incorporatioii Date: 08/31/2023 Correspondence Address: 3677 E LESLIE DRIVE GILBERT,AZ 85296 USA Phone: Alt. Phone: Entail: Officers/Stockholders Pa-c f of 3 Narne: 'Title: %Interest: JUSTIN NICHOLAS EVANS Member 100.00 MemberFIRST WATER COCKTAIL BAR LLC - Marne: JUSTIN NICHOLAS EVANS Gender: Correspondence Address: 3677 E LESLIE DRIVE GILBERT,AZ 55296 USA Phone- Alt. Phone: Email: Pia-e 2 of 3 AiPLICATION INFORMATION Application Number: 262169 Application Type: New Application Created Date: 10/06/2023 E:::=::::Q:U:E:S:T1:0=NS :&:AN=SW E=RS 06 Bar 1) Are you applying for an Interim Permit(INP)? No 2) Provide name,address, and distance of nearest school. (If less than one(1)mile note footage) AVALON SCHOOL- 1 MILE 1045 S SAN MARCOS DR APACHE JUNCTION,AZ 85120 3) Are you one of the following?Please indicate below. Property Tenant Sub-tenant Property Owner Property Purchases- Property Management Company 4) Is there a penalty if lease is not fulfilled? Yes What is the penalty? $137,772.00/3 YID GUARANTY 5) Is the Business located within the incorporated limits of the city or town of which if is located? Yes 6) What is the total money borrowed for the business not including the lease? Please list each amount owed to lenders/individuals. 0 7) Are there walk-up or drive-through windows on the premises? No 8) Does the establishment have a patio? No 9) Is your licensed premises now closed due to construction,renovation or redesign or rebuild? Yes If yes,what is your estimated completion date? 12/31/2023 P<atic 3 of 3 .-.-.ter. ..... ..,... ,.- ....�.. �...........-01 ti cq -�`'� 1'_ :,�;�._.. �' @_,�„,. L � t @ � .''`�•. is Y W ; 2 list zr RHO iR w� y r a; t y 5> � � 1p P Rf2 o FIRST WATER A TENANT IMPROVEMENT 1545 W. BROADWAY AVE., SUrTE #101-103 APACHE AMMON, AZ 85120 Arizona a art e of Liquor Licenses and Control " 800 W Washington 5th Floor R , � Phoenix, AZ 85007-2934 www.azliquor.gov (602) 542-5141 1Z0 QUESTIONNAIRE A. . - , - 10 Type or Print withlac Ink The fees allowed by R1 -1.102 will bo charged for all dishonored checks. =_ATTEN"ONP .ICAfT: This is a legally binding document. Please type or print in §lack Ink. An investigation of your will be conducted. Incomplete applications will not be accepted. False or misleading answers may resultin the ocation of a license or, permit and could resultin criminal prosecution. Attention l c v rrlrrt n Social security and birth date infor ationisconfidential.Thisinformationmaybegiventola enforcement a enciesfor ba iround checks ofll QUESTIONNAIRE IS TO BE COfJIPLETED BY EACH CONTRO .LING PERSON,AGENT ANO ANAGER BEINt DI CIO ED TO TtIE DEPARTMENT. EACH " PERSON COMPLETING THIS FORM MUST SUBMIT A BLUE OR BLACK LINED FINGERPRINT CARD ALONG WITH A S 22 FEE.FINGERPRINTS UST BE DONE Y A LAW ENFORCEMENTA C FIDE FI G IT SERVICE. 1. Check the Appropriate Box Controlling Person Agent ElPremises manager com lete all miantinns exce t#12 2. Name: Birth Dat First Mtddte' 3.Social Security Driver License :, St ate: 4. Place of birth ,.®., T ear IHei ht:m Weight Eyes:_ Hair t lnoto 5. Name of current/ ostrecentspouse: ''�� � t i `' Birth Date Last First Middle (NOTa public re rardl 6. Are you a bona fide resident of Arizona? S's o If yes, whatisyour date ofresidenc : I' a(C 7. Daytime telephone number: -mall address: ` '' t Business Phone / ' � / 8. Business Name: _ jo 9. Business Location Atldress: J! Street (do not use PO Box) City State County Zip 10, List our e ' to meat ort Do of business Burin the ast five '5 ears. if unem to ed retitedt orsttld nt iisteesidence address. FROM To DESCRIBE POSITION OR BUSINESS EMPLOYERS NAME OR NAME OF BUSINESS Month/YearMonth/Year Street Address,C' ,State&Zi CUETI (ATTACH ADDITIONAL SHEET IF NECESSARY) 1/11/2018 Pagel of 2 Individualsrequlring ADA accommodations pie ase c all(602)542-2999 l L IC I "g L1911: Lid M;2 ,OPp ' =uk FINGERPRINT VERIFICATION " Job#: Pl w, n FORM Date A774 Arizona Department of Liquor Licenses and Control Csx: � 800 W.Washington St. 5"Floor Phoenix,f.Z 85007 x° (602)542-5141 ATTENTION FINGERPRINT TECHNICIAN: Please follow the instructions below for fingerprinting this applicant: 1. Please fill out or ensure that the applicant has filled out all the required boxes on the fingerprint card prior to taking the fingerprints. 2. Request a valid, unexpired government-issued photo ID from the applicant and compare the physical descriptors on the applicant's photo ID to the applicant and to the information on the fingerprint card. 3. Fill out the information in the boxes below. 4. Once the prints have been taken, place the fingerprint card and this form into the envelope and seal it. Please write your name or identification across the edge of the seal. Return the sealed envelope to the applicant. o nf ve f1 e or fol r f f f et fr It c r ffi o f`if f fra inside e thlSaKelope. PRINT the following information: TDate Name of Applicant: M/5 23 ,5k _IT Name of Fingerprint Technicl Fingerprint technician' nature: Fingerprint technician's Agency/company Name: Phone Number: Arizona Livescan Fingerprinting 4802848470 Type of Photo ID Provided(check one). Driver's License Passport 0 Other(Please specify) 10/20/2022 Page 1 of 2 Individuals requiring ADA accommodations please call(602)542-2999 r (. s ALIEN STATUS r� Arizona Dept, of Liquor Licenses and Control 800 W. Washington St. 51h Floor Phoenix, AZ 85007 (602) 542-5141 Type or PrInf wffh Black Ink Title IV of the federal Personal Responsibility and Work Opportunity Reconciliation Act of 1996 (the "Act"),8 U.S.C. § 1621, provides that, with certain exceptions, only United States citizens, United States non-citizen nationals, non- exempt"qualified aliens" (and sometimes only particular categories of qualified aliens),nonimmigrant, and certain aliens paroled into the United States are eligible to receive state, or local public benefits. With certain exceptions, a professional license and commercial license issued by a State agency is a State public benefit. Arizona Revised Statutes § 41-1080 requires, in general, that a person applying for a license must submit documentation to the license agency that satisfactorily demonstrates the applicant's presence in the United States is authorized under federal law. Directions:All applicants must complete Sections I,11,and IV.Applicants who are not U.S. citizens or nationals must alsol ci III. Submitis completed form and a copy of one or more document(s)from the attached"Evidence of U.S. Citizenship, U.S. National Status,or Allen Status"with your application for license or renewal.If oes not containo cs s _ i ove e l s e oco n t I a tr to o You must submit supporting legal documentation(i. . marriage certificate)if the name on your evidence is not the same s your current legal name. SECTIONI—A PPLICANT INFORMATION APPLICANT NAME (Print or type) SECTION II—CITIZENSHIP OR INATIONAILDECLARATION Are you a citizen or national of the United States? Ye No-If yes,indicate place of birth, City State COUNTRY J09- If you answered Yes, 1 Attach alegible copy of a document from the list below, ) Nameof document: ' � '. µ 'x If you answered No,you must complete Sections III. 7/21/2022 Page 1 of 3 Individuals requiring ADA accommodations please call(602)542-2999 SECTION III—QUALIFIED ALIEN DECLARATION Applicants who are not citizens or nationals of the United States. Please indicate alien status by checking the appropriate box. Attach a legible copy of a document from the attached list or other document as evidence of your status. Name of document provided Qualifiled Aliens (8U.S.C.§ 1621 (a)(1),-161O and (c)) 1.An alien lawfully admitted for permanent residence under the Immigration and Nationality Act(INA) El 2.An alien who is granted asylum under Section 208 of the INA. El 3.A refugee admitted to the United States under Section 207 of the INA. El 4 An alien paroled into the United States for at least one ear under Section 212(d)(5) of thelNA. El 5.An alien whose deportation is being withheld under Section 243(h) of the INA. El 6.An alien granted conditional entry under Section 203(a)(7) of the INA as in effect prior to April 1,1980. .An alien who is a Cuban/Haitian entrant. El 8.An alien who has,or whose child or child's parent is a"battered alien"or an alien subject to extreme cruelty in the United States Nonimmigrant t (8 U.S.C. § 1621 (a)O) 9. A nonimmigrant under the Immigration and Nationality Act (8 U.S.0 § 1 101 et seq.] Non-immigrants are persons who have temporary status for a specific purpose.See 8 U.S.0 § 1 101(a)(15). Alien Paroled into the Uniteds for Less Than One Year (8 U.S.C. § 1621(a)(3)) 10. An alien paroled into the United States for less than one ear under Section 212(d)(5) of the INA Other Persons (8 U.S.0 § 1621 (c)(2)(A) and (C) 11. A nonimmigrant whose visa for entry is related to employment in the United States,or 12. A citizen of a freely associated state, if section 141 of the applicable compact of free association approved in Public Law 99-239 or 99-658 (or a successor provision) is in effect [Freely Associated States include the Republic of the Marshall Islands, Republic of Palau and the Federate States of Micronesia,48 U.S.C.§ 1901 efseq.]; 13. A foreign national not physically present in the United States. 14. Otherwise LawfullyPresent 15. A person not described in categories 1-13 who is otherwise lawfully present in the United States. PLEASENOTE:The federal Personal Responsibility and Work OpportunityReconciliation Act may make persons who fall into this category ineligible for licnsur .See 8 U.S.C. a { 44LV Print Name urn Date 7/21/2022 Page 3 of 3 Individuals requiring ADA accommodations please call(602)542-2999 n-s cs l ifi f ti f -sc ii F" r n- cincl off-scal t A Certificate of Compieiion musi tie, on ci ror °faro"tea fit 5 "day tit gait aYa� � 1(„ O 'f of,5�C40,:fr, Certificates are coc)m lete.d by ca stcAte- capprovad tnninineg provider and, wh n issued, the Orti tpraf i i' `"to sir r t�i t9at ., a Y: r at:fioipciaat. Thc-t xtort�n rrecluli s BASIC Tetto 4 training c nty>cas c'l j-ir r <j,U1 it r fair MANAOEMIEWT Titka'4 froinIt"i orw cis C3 resuf of'0 ficl ae t'ICYW' iIcOatic°an. ParscDns recicatresi ci to hcxvo"BASIC Title 4 troinir^r+, are Rsfecl Of the,40 BASIa Title ^b Tresining ci conc6iNon of rnr ployrraent, A repicicenkent Certificate of C ompletiion F r title 4 tr iritsafl rn6ii t>'62 h two yec3 s aftctr that training s a `c�orlt lnfc)rmcat3csn , US ifI Evans , 77 1I m it print 5026 Trainino Cca #alet(cara Caa te' cs aft i q 1r oti ooSato (, ,eqrs Irom 06p,66tion c9 ato) Trs ir"",n: P�rf e �r lnfot moil i co rl n1 vY a i - .g ix, Arizona 85021 Mailing Acidness ®coytirne Contact Phone Number 1, aJ e S La_S A 1 t a m f r a n o certify thcst the cs ov ncim ci inc3ivictucfl ciicl sUcc>vssfully cornpl t Instruc.torNcama (please print):. Title 4 BASK Trc:iinincg in ciccorcJonc withA.R.S. 4-1 12((:3)(2) onci Ariz®ncM Acinninistrcitive Cc>c10 (A_A_Cm)R19-1-103 using tresininig cc>urs ccsnt nt csnod mc3t ricals cippr v cl by thso Arizcanci D iacirtrnont of Licluor Licons s cincl CcDntrczlm I and rstcinci thacAt misusoe of this C rtificcat of C p titan coin result in thea r vcacc ltion oaf StcatEB!-c ippravefl fcsr the Title 4 Trc ininp Provider ncgmtecl in this s cticn cis prcavicI ci by A.A.C. R19-1-103(E) can (F). it as#rttC f r Signature 0"Y Me Year Parsons rdquired to complete BASIC &. MANAGEMENT Title 4 training: 1) owner(s) actively involved in the dcoily business opercations of o lipucr- Ilcansad business of a series listed below 2) liconsoes, agents and managers actively involved In the daily business operations of a liquor-licensed business of a series listed below In-state Microbre ery(series 3) Government (series 5) Bar (saries 6) Bear&. wine Bar (series 7) Conveyances (sarias 8) Liquor Store (series 9) Private Club (series 1 4) Hotel/Motel wlrestaurant (series 1 1) Restaurcint (series 12) In-stcite Farm winery (series 13) Beer&, wine Store (series 10) Liquor license capplicatians (initial and renewal) are not complete until vc ld Certificcrtos of Completion for all required persons have bean subrnittad to the [Dapcirtment of Lic uor. The questionnosire (whi(--h designates a monooer to o location) and tho agent change form (which assigns a new agent to active lipuor Ilcansos) are not complete until valid Certificates of Completion for oil required persons have been submitted to the i]epc artm<--nt of Liquor. ABCA-112 F2E=-V. 11116 Cc>mp[ tic3n r Tit L i a �,. r.L Trciining A C-ortefle'cato aaf Completion must tao on, o fQrrvv pr vk cd A:JV'tt"tom ✓ t afire Comple-rod by c3 Mote:.::. opprsaavo-o it-caining pro vic ie-r—o cl, whorl issuect, the, Certifft-ottv is sie, nso i:>Y farce of `mod rtl ,iF Yat. Bcssio Title 4 troining is ea tsrorercluisito for MANACv mm4 'T1t " 3t' trtta ti° st: r U i,krOt 0a �. tftta t6es4ia e fc r SASIC Palo 4 Tr ining Most r-A Or) Me- ot they Oo-por'trrio-nt of 1<11c{uor c:ino scrtistc:xotorY to:••t #r� ligsrr'a s�P��z �,.�,,""t .!` ref t i' *r°e; +;;t.i3��#�,�t`titir�° .r,� r r'sr,r r;r�rtsst t:a**�rcorjta Oy+".ti�s.cr ticiinin g provklo'.prior. to issuing ca Corf'sfic Coto of a g�io#¢sera for N 4 tr'fgftss s eop8eso MErri4 ortSf gate oP A Yr b€airt g"e r asi s �wcr®iokal� 4@"tersra ke'+4'fti r"tr rr41¢��.g r Sit c t s`r t a! Vc4ors olkz�f thim Irpia ing Ce-ornpiotion cicate. ` Student,In, sr m ti r t juse h Evans Lati f �t�t t so ririf 2026 1 J f ! 1l 1 Troining4 C,OM€p o or^r f f _�r s3iflr x x t 4r ti srs;r)ate- Trqj,'N °"ao f r 1mf r !f:> 1 � Educ;aVan .o€"t�rftr°ty Nr.grra� Mcarling At s rt ', �II-1IIIIIII. Dny lime Cdonfeact E't-acano Nvrn sesr IP; e s u l ..w cai _ '_r ::.. rtify th t the cs �a nc3mect indiviciuc:0 click su s� ssfuily mp] t fna -r¢�s®Tor Nmo:(Piesc:sso print) °iME). 4 M^NAC,-EMENT Tnoili ain in a rc n ith ^R.S. 4-1 12( )(2) oinci Arizc�ncs Aciministirc3tivf-ac>Ci ( .A_(--e)R 1 9-1-1 03 using trcxinin aursE-- c)nt n-t (::ncl mczit dcfls ppf-<Dvepci t>y the rimon pct nt of Licpu r �-%,e UCEtnses ear-) antr i_ I UncJ i-stcA c! that misusfe csf this rtificest of Ca p_al ti n acorn r SUlt in th rc--vc3 Mc>n csf ° . Stet - p rtav I f<Dr th Titt Trciir-ain Pr stir r ncs ci in this sic tic n s pravi6 cl kay .A. _ R 1 9-1-1 3( ) anc� ( )e r d _ Instru tc r Dciy NAo Yeor F'oesc>ns s-oc3uirocJ to (--ornplofe BA SiC & A NA E ENT Trtlo 4 tresinir c;f* 1) wrraor(s) ootively EnvcAv ci in the dilly ousiraoss cap rcitions of o liquor- its erased l"ausrriE- s of ca scarier=, 8istod kzsolctw 2) diconsoo$, et: ac-nts ond cwiog(Drs active y jnv�slvoc#in thso a_4oity ousinoss oFzorngians of cx llquer-810Emsoei business of o serios iistPC3 t:fel w pq In-slog MiCrolbrawory (s rios:3) stews ar rr c r fi (s rios 5) Bcar (sorlc�s ,6) Lg s r Wirco Bor (srerlos 7) Convoy taws' isf3stes.8) Lspwcor 5tor (weer 9). Pri'yv'cato Chits fsorios 1.43. Not Ber e rlcst wr lrr:.:t..#arxc.+srxrat:(soriers 1 1) Restc:Nurcint (.scss-ios 12) in-stcito F-c:jrm Win ry (se:roos: 1.3).. c`:ts;�t° P. wino Stom fs rios 10) Upw-for ll�-onso oppliosations (initdrat rind ore not—c rvepfoten untie vca4 c#Corti4iocsPos of C--c:)pp& ion for all reps-firos_8 persons 4-avo k::,00el �ti"w s€ brnitte!d tss'Pho Depcsrtr'rafsnt cif Lida sar. i The ouostiear°n afire { tya§oh da sir rs(waters ca rxtsana gc-f to c�5 loccst7on) <ano the satga.:wrt4 f-hc3ngo forrv) {w hic: 't owsiorm ci ray t r rgg ant to octive (ioutar lioo—nsos) Cire,not o rvllojoto unfit v ICI c.,f Con pbation for all rec t.eirrirci amt:Dc ns hove t:,t-.srr`r wtww nlftocl tO 4MO De-Pcsrtrntynt of LJC4UCsF. ABCA-121 REV-06118 Amy Greening From: Yvette McKinney Sent: Wednesday, November 15, 2023 11:06 AM To: Amy Greening Subject: FW: First Water Cocktail Bar Liquor License Application From: Danny Saldana <dsaldana@apachejunctionaz.gov> Sent:Tuesday, November 14, 2023 4:47 PM To:Yvette McKinney<mckinney@apachejunctionaz.gov> Subject: Re: First Water Cocktail Bar Liquor License Application He[to Yvette, I met with Justin Evans at 1545 W. Broadway Ave. and conducted an inspection of the property. At this time, the Apache Junction Police Department has no concerns with the issuance of the license. Thanks Daniel Saldana Lieutenant-Support Services Apache Junction Police Department (480)474-2629 dsa Ida na a ache'unctionaz. ov -------------------------------------------------------------------------------------------------------------------------- From:Yvette McKinney<mckinneV@apachejunctionaz.,gov> Sent:Thursday, November 2, 2023 3:36 PM To: Danny Saldana<dsa Ida na@apachelunctionaz. ov> Cc:Thomas Parker<tparker@apachejunctionaz.gov>;Joseph Penze<jpenze@a acheiunctionaz.gov> Subject: RE: First Water Cocktail Bar Liquor License Application Thanks much, I will watch for a response from one or the other....... Have a great afternoon, Evie Ext 5061 From: Danny Saldana <dsaldana@apache junctionaz. ov> Sent:Thursday, November 2, 2023 2:17 PM To:Yvette McKinney<mckinney@apachejunctionaz.gov> Cc:Thomas Parker<tparker@apacheejunctionaz. ov>;Joseph Penze<j_penze@apachejunctionaz.gov> Subject: Re: First Water Cocktail Bar Liquor License Application Hello Evie, 1 I will not be in tomorrow as I will be out of the country until this Monday and will be in training in Phoenix on 11/7,8, and the 9th . I will not be able to complete the inspection by this deadline. I will forward this to Lieutenant Parker to see if he can help me. Thanks Daniel Saldana Lieutenant-Support Services Apache Junction Police Department (480)474-2629 dsaldgna_@apachE°unctionaz.gov From:Yvette McKinney<mc innelpa ache°unctionaz, ov> Sent:Thursday, November 2, 2023 2:12 PM To: Danny Saldana<dsaldana a ache unctionaz. ov> Subject: First Water Cocktail Bar Liquor License Application Good Afternoon, The City Clerk's office has received the attached Series 006 Bar liquor license application. Please conduct your safety,security,ADA compliance and other inspections and submit your department recommendations to me by noon on Wednesday, November 3, 2023, in order for this item to be on the November 21, 2023, City Council meeting. Thank you, Evie McKinney mckinney@apache'uncfionaz.gov Ext 5061 r = City Of Apache Junction 300 E. Superstition Blvd, Apache Junction, AZ 85119 City Full Hours Of t perafion ZAt - 6PM, Monday fhrOuc h Thursday, closed Fridays. This message and the information within is intended for the recipient. If you received this email in error, please notify the sender and then delete the email. Emails generated by council members or City staff pertaining to City business are public records and are preserved according to the City's records retention schedule.To ensure compliance with the Open Meeting Law, members of the City Council should not forward email correspondence to other members of the Council. Members of the Council and other public bodies may reply to this message, but should not copy other members of the public body. 2 GreeningAmy From: AdhenAlegha Sent: Wednesday, November 15, 2023 11:21 AM To: Amy Greening Co: Yvette McKinney Subject: Re: First Water Cocktail Bar Liquor License Application Good morning Amy, The GppUC@Ot (Mr. Evans) needs tO apply for @bUiidingpermit. At his time the Buiiding Safety and Inspections Division can not approve the Series O0G Bar Liquor License 8ppUC8tiOn based OO the/UOC|07-1-G (A) Th8nhyOU' Adrian AKegr~a Building and Safety Manager / Building Official Development Services / Building Safety and Inspections Division City nf Apache Junction 300E. SuperstiUmn8Lvd. Apache Junction, AZ 85119 480-474-5494` Off ice Hours- Monday—Thursday 7:00am—6:00pm' Closed on Fridays From:Amy Greening<a0neeninQ@apachejunctionao.Qov> Sent:Wednesday, November l5, 282] 11:I3AM To:Adrian A|e0ria«aa|eQria@apachejunctiunaz.Qov> Cc:Yvette McKinney«mckinney@apache]uncdonaz.0uv> Subject: FVV: First Water Cocktail Bar Liquor License Application Hi Adrian, 1 Please advise on the below email by noon today so we can add this item in Legistar in time for the meeting. Thank you! Avv.l Creevdv,,g Administrative Assistant City Clerk's Office From:Yvette McKinney Sent:Thursday, November 2, 2023 2:12 PM To:tina. erola sfmd.az. ov; Richard Mooney<richard.mooney sfmd.az.gov>; Rudy Esquivias <resquivias@apache'unctionaz.Eov>; Adrian Alegria <aa!e ria a achejunctionaz. ov> Cc:Jennifer Pena < ena a ache unctionaz. ov>; Donna Scruggs<dscru s a ache*unctionaz. ov>; Dana Martin <dmartin a acheiunctionaz. ov> Subject: First Water Cocktail Bar Liquor License Application Good Afternoon, The City Clerk's office has received the attached Series 006 Bar liquor license application. Please conduct your safety,security,ADA compliance and other inspections and submit your department recommendations to me by noon on Wednesday, November 3, 2023, in order for this item to be on the November 21, 2023, City Council meeting. Thank you, Evie McKinney mckipneyffapacheLunctionaz.Eov Ext 5061 City Of Apache Junction 300 E. Superstition Blvd. Apache Junction, AZ 85119 City Hall Hours of Operatlon 7AM - 6PM, Monday through Thursday, closed Fridays. This message and the information within is intended for the recipient. If you received this email in error, please notify the sender and then delete the email. Emails generated by council members or City staff pertaining to City business are public records and are preserved according to the City's records retention schedule.To ensure compliance with the Open Meeting Law, members of the City Council should not forward email correspondence to other members of the Council. Members of the Council and other public bodies may reply to this message, but should not copy other members of the public body. 2 Amy Greening From: Rudy Esquivias Sent: Wednesday, November 8, 2023 11:40 AM To: Yvette McKinney;Tina Gerola; Richard Mooney;Adrian Alegria Cc: Jennifer Pena; Donna Scruggs; Dana Martin; BuildingPermits;Victor Martinez; Stacey Grant; Planning Subject: RE: First Water Cocktail Bar Liquor License Application Attachments: Application - Redacted.pdf Evie: Development Services has reviewed this application. The property is zoned B-1 (General Commercial),which allows bars and restaurants outright. There are no zoning objections to this business being located at this location. However, Code Compliance staff noticed that work is being done without a permit and placed a "Stop Work" order at the site. The applicant must apply for a building permit and submit plans to perform a tenant improvement remodel, including a change of occupancy(which was also noted by the Fire District). Please have the applicant contact the Building Division at 480-474-5156 to enquire about proper permits. Thanks. c&4 s?uivia.6 Development Services Director City of Apache Junction 300 E. Superstition Blvd. Apache Junction, AZ 85119 480-474-2645 ro squivia.s@ap cliejuriction z .gov (Development Services Department office hours: Monday through Thursday from 7 :00am to 6:00p , closed Fridays and Holidays. ) From:Yvette McKinney<mckinney@apachejunctionaz.gov> Sent:Thursday, November 2, 2023 2:12 PM To:Tina Gerola<tina.gerola@sfmd.az.gov>; Richard Mooney<richard.mooney@sfmd.az.gov>; Rudy Esquivias <resquivias@apachejunctionaz.gov>;Adrian Alegria <aalegria@apachejunctionaz.gov> Cc:Jennifer Pena <jpena@apachejunctionaz.gov>; Donna Scruggs<dscruggs@apachejunctionaz.gov>; Dana Martin <dmartin@apachejunctionaz.gov> Subject: First Water Cocktail Bar Liquor License Application Good Afternoon, The City Clerk's office has received the attached Series 006 Bar liquor license application. Please conduct your safety,security,ADA compliance and other inspections and submit your department recommendations to me by noon on Wednesday, November 8, 2023, in order for this item to be on the November 21, 2023, City Council meeting. Thank you, i Evie McKinney mckinne1@ jach unctionaz. av Ext 5061 City Of Apache Junction 300 E. Superstition Blvd. Apache Junction, AZ 85119 City i-iall 1-lours of Operation 7AM - 6PM, Monday through Thursday, Closed Fridays. This message and the information within is intended for the recipient. If you received this email in error, please notify the sender and then delete the email. Emails generated by council members or City staff pertaining to City business are public records and are preserved according to the City's records retention schedule.To ensure compliance with the open Meeting Law, members of the City Council should not forward email correspondence to other members of the Council. Members of the Council and other public bodies may reply to this message, but should not copy other members of the public body. 2 Amy Greening From: Tina Gerola <tina.gerola@sfmd.az.gov> Sent: Tuesday, November 7, 2023 4:45 PM To: Yvette McKinney; Richard Mooney; Rudy Esquivias; Adrian Alegria Cc: Jennifer Pena; Donna Scruggs; Dana Martin Subject: RE: [External] First Water Cocktail Bar Liquor License Application Good evening. The SFMD recommends approval of this liquor license application. Thank you. Tina GerolaDeputy Fire Marshal Superstition Fire & Medical District Office 1 (480) 982-4440 ext. 104 Mobile � (480) 416-9775 Website � �tf .=az. ov From:Yvette McKinney<mckinney@apachejunctionaz.gov> Sent:Thursday, November 2, 2023 2:12 PM To:Tina Gerola<tina.gerola@sfmd.az.gov>; Richard Mooney<richard.mooney@sfmd.az.gov>; Rudy Esquivias <resquivias@apachejunctionaz.gov>;Adrian Alegria <aalegria@apachejunctionaz.gov> Cc:Jennifer Pena <jpena@apachejunctionaz.gov>; Donna Scruggs<dscruggs@apachejunctionaz.gov>; Dana Martin <dmartin@apachejunctionaz.gov> Subject: First Water Cocktail Bar Liquor License Application Good Afternoon, The City Clerk's office has received the attached Series 006 Bar liquor license application. Please conduct your safety,security,ADA compliance and other inspections and submit your department recommendations to me by noon on Wednesday, November 3, 2023, in order for this item to be on the November 21, 2023, City Council meeting. Thank you, Evie McKinney mcki I@ oache"unctionaz. ov Ext 5061 City Of Apache Junction 300 E. Superstition Blvd. i Apache Junction, AZ 85119 City Flail Hours of Operation 7AM - 6PM, Monday through Thursday, closed Fridays. This message and the information within is intended for the recipient. If you received this email in error, please notify the sender and then delete the email, Emails generated by council members or City staff pertaining to City business are public records and are preserved according to the City's records retention schedule.To ensure compliance with the Open Meeting Law, members of the City Council should not forward email correspondence to other members of the Council. Members of the Council and other public bodies may reply to this message, but should not copy other members of the public body. 2 City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No. 11. File ID: 23-630 Sponsor: Michael Pooley Agenda Date: 11/21/2023 Index: In Control: City Council Meeting Presentation, discussion, and possible consideration of approval of Resolution No. 23-35, authorizing the City of Apache Junction to enter into an intergovernmental agreement with the City of Phoenix Police Department for the Arizona Internet Crimes Against Children (ICAC) Task Force. City of Apache Junction,Arizona Page 1 Printed on 1111612023 Aac1he Junction Police Department emorandum November 6, 2023 Honorable Mayor and Member of the City Council From: is ooleyx Chief of Police Subject; Resolution No. 23-3 , Intergovernmental Agreement "IGA") between City of Apache Junction and City of ceni for Internet Crimes Against Children Task Force ("I CAC") Resolution No, 23-35 includesan IGA for the e noted task force. AJPD requests council approves this n s i . The Phoenix Police Department is the primary grantee for the IC AC Task Force and agrees to support r, advance the goals of the IC AC Task Forcey by providing financial assistance on a reimbursement asis through various funding sources. The ICAC policy objectives are: - Increase the investigative capabilities, including effectiv n ss and efficiency of law enforcement officers in the detection, investigation of qualifying offenses and the apprehension of offenders. - Increase the number of I C- a li in to and federal) offenses ein prosecuted. - Create a multi-agency task force in response to IC AC offenses. Enhance the nationwide response to ICAC offenses; and Develop n deliver ICAC public awareness and prevention programs. RESOLUTION NO. 23-35 A RESOLUTION F THE MAYOR t R AND CITY COUNCIL OF THE CITY R APA EE JUNCTION, ARIZONA, AUTHORIZING THE CITY O APACHE JUNCTION, ARIZONA TO ENTER AN INTERGOVERNMENTAL AGREEMENT WITH THE I°T " OF PHOENIX, ARI ZONA, FOR THE ARI ONA INTERN ET CRIMES AGAINST CHILDREN TASK FORCE. WHEREAS, the City of Apache Junction ("Apache Junction") through its police department and the City of Phoenix through its police department desire to enter, into an intergovernmental agreement "I A") allowing receipt of funds from the United States Department of Justice, Office of JuvenileJustice and Delinquency Prevention (" OJ") supporting the Arizona Interned Crimes Against Children Task Force ("I :AC") ; and WHEREAS, the grant is funded by the Arizona Attorney General' s Office ice for the purposes of administering and operating an I AC Task Force in Arizona; and WHEREAS, through this I A, City will be known as a affiliated agency" and WHEREAS, ICAC and affiliated agencies desire to work together as a- network of state and local law enforcement investigative units to investigate and prosecute loses involving images depicting the sexual exploitation of minors and, the sexual assault and abuse of children facilitated by technology; logy; and WHEREAS, pursuant to A.R. S. §§ 11.- 2(A) cities may enter into intergovernmental agreements with each ether for joint or cooperative activities; and WHEREAS, the parties have crafted the attached IA which formalizes the arrarig ment NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF APACHE JUNCTION AR ZON , AS FOLLOWS: 1 The mayor and city council hereby approve the attached form of the IGA between Apache e Junction and Phoenix and the mayor is hereby authorized to sign the agreement . RESOLUTION NO. 23-35 PAGE 1 Off' 2) The citymanager may delegate the city police chief to take: any and all., actionsnecessary to effectuatethe purpose o this resolution. PASSED AND ADOPTED Y THE MAYOR AND CITY COUNCIL OF THE OF APACHE JUNCTION, ARI ON , THIS DAY OF 2023. SINNED AND ATTESTED TO THIS DAY OF 2023. WALT R "'CHIP" WILS N Mayor ATTEST: JENNIFER PENA City Clerk APPROVED AS TO FORM: SIC iARD J. STERN Cite Attorney "ACE 2 CAE` ATTACHMENT PhoenixARIZONA INTERNET CRIMES AGAINST CHILDREN TASK FORCE Intergovernmental Agreement Between lice Department (Primary Grantee) Arizona ICAC Task Force Lead Agency n JunctionApache li THIS Intergovernmental Agreement ("I GA") is enteredinto between the i of Phoenix, Arizona, through the Phoenix Police Department (" " o "Primary Grantee"), and the City of Apache Junction, Arizona,through the Apache Junction Police Department("Affiliate Agency"). 1. RECITALS 1.1 Whereas publicenvies are authorized and empoweredto enter into intergovernmental agreements for the provision of services or for joint or cooperative action pursuant to Arizona RevisedStatutes .) §11-952, The City of Phoenix is also authorized and empowered pursuant to Chapter 2, Section 2 i) of the Charter of the City of Phoenix. 1.2 Whereas the Phoenix Police Department I ArizonaInternet Crimes Against Children Task Force "1 Task Force") Lead ncy, is the recipient of the United t to Department of Justice ("DO"), Office of Juvenile Justice and Delinquency Prevention (" JJ ") grant regarding Internet Crimes Against Children ("IC AC"). The Task Force utilizes the rant, and fundingfrom the Arizona Attorney General's Office} forte purpose of administering andoperating an ICAC Task Force in Arizona. PPD is the primary grantee for the ICAC Task Force. Agencies affiliated through this IGA areknown "Affiliate Agenci ", 1.3 Wher the PPD 1 ICAC Task Force agrees to work with the affiliates to support n advance the goals of the Internet Crimes Against Children Task Force, J initiative, Phoenix ICAC Task Force may be able to provide financial assistance to the Affiliate ency, on a reimbursable bas through various funding sources, 1A Whereasthe OJJDP administers the ICAC Task Force Program, which is a national e rk of state and local law enforcement investigative units. The national ICAC program i t Mete and local law enforcement agencies in the 1 Updated#1.3 2022 development of an effective response to cases involving images depictingthe sexual exploitation of minors and the sexual assault and abuse of children facilitated by technology. ue in large rt to the technological s ects of these cases, the ICAC,Task Force Program promotes a multi-jurisdictional, multi-agency approach to investigating an rosecutin ICAC cases. ICACsgoals r to increase the investigations and prosecutions of Internet crimes against children offenses, and to increase public awareness _h re ention of ICAC offenses, 1,5 Whereas the national olicy objectives for ICACs are to. (1) Increase investigative capabilities, nclu ih effectiveness and efficiency, of law enforcement officers in the detection, investigation of qualifying-offenses and the apprehension of offenders; (2) Increase the number of I - ueli in (state and federal) offenses being prosecuted; (3) Create a multi-agency task force response to ICAC offenses', (4) Enhance the nationwide response to ICAC offenses; and ( ) Develop anddeliver ICAC public awareness and prevention_programs, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereby agree to the following terms n conditions- II. PURPOSE 2.1 The purpose oft is IGA is to provide funding for the Alit ency, on reimbursable basis, to support their efforts to investigate, prosecute, and deter the possession, production, and distribution of unlawful images depicting the sexual exploitation of minors and the utilization of the Internet to seek children as sexual victims. 2.2 The purpose of this IGA is to memorialize parties' agreement to "work together to assist the ICAC Task Force in its efforts to investigate, prosecute, and ter the possession, production, and distribution of unlawful images epictin "the sexual exploitation of minors and the utilization of the Internet to seek children s sexual icti s_ 2.3 Additionally, this IGA defines the responsibilities of the Affiliate Agency with the ICAC Task Force, Ill. RESPONSIBILITIES 3.1 Affiliated ICAC Task Forces may include investigators, supervisors, or prosecutors fro..m. various local, state, and federal law enforcement agencies who provide assistance, subject to availability. 3,2 AffiliatedICAC Task Forces should identify n investigate individuals o exploit children for sexual purposes through the use of technology n /or'who obtain, istri ut and/or produce child pornography. 2 updated It 3 Z92 33 Affiliated ICAC Task Forces should be focused on presenting evidenceof criminal activity to prosecutors, which then leads to the successful prosecution of individuals ho have i coercion/enticement or unlawful image offenses. 3A AffiliatedICAC TaskForces may, subject to availability, sponsor community education efforts regardingthe prevention of Internet crimes against children n provide ICAC training to other state and local law enforcement officials. 15 AffiliatedICAC Task Forces may, subject to availability: (1) Conduct undercover ICAC investigations; and (2) Conduct reactive investigations for which venue lies within the agency's juris iction(s), including investigations of unlawful images depicting the sexual loit tion of minors, CyberTip referrals from the National Center of Missing andExploited Children ( ), Internet Service Provider n law enforcement referrals, other ICAC-related investigations, and other sources. 16 The Affiliated ICAC Task Force will ensure that- (1) my sworn law enforcement personnel will conduct undercover ICAC investigations; 2) Each investigator r involved withn erco er operations has received ICAC training prior to initiating investigations; and (3) ICAC investigations shall also governedy thenational ICAC pro r ,sStandard Operating rote urns. 3.7 Where investigations reveal that the safety of a child is at risk, it is of paramount importance that the safety nd well-being of the child clearly outweigh any consideration being given to the continued investigation. 18 ICAC Task Forces have substantial number of matters to investigate which requires prioritization of these matters. The Affiliate Agency agrees to use the guidelines in the ICAC Standard Operating Procedures to prioritize cases, 1 n additional secondary role of the Affiliate Agency is to educate, as time and resources permit, both children and rents regarding online dangers, and empower them with information so they may visit the Internet in safety, Task force personnel may conduct education n prevention programs to foster awareness and provide practical, relevant ui nc' to the community about Internet child safety issues. I .DURATION 1 This IGA shall become effective upon the date of the last signature of the executing parties and will supersede any pre-existing agre is between the Affiliate Agency and the Arizona ICAC Task Force, This IGA will remain in ct for five (5) years after the IGA becomes effective, unless the agreement is terminated in writingy either upon thirty (3 y notice. .2 Violation=of the ICAC Standard Operating Procedures is considered material r ch of this agreement and cause for cancellation of AffiliateAgency's affiliation with the Arizona ICAC Task Force. Upon discovering a violation and notifying the Affiliate Agency, the Primary Party may cancel the contract and rescind any funding under this agreement. PROVISIONSV. GENERAL 5.1 Conflict of Interest, This Agreement is subject to cancellation pursuant to the provisions of A.R.S. § 38-511. 51 Immigration law_ compliance and warranty, As required byA.R.S. 41 1, each party hereby warrants its compliance with all federal immigration laws and regulations that relate to its employees and A.R.S. § 23-21 t -Each party further warrants that after hiring an employee, it verifies the employment eligibility of the employee through the E-Verify program, If either party uses any subcontractors in performance of the IGA, subcontractors shall warrant their compliance with all federal immigration laws and regulations that relate to its employees and A.R.S. § 23-21 (A), and subcontractors shall further warrant that afterhiring n employee, such subcontractor verifies the employment eligibility o the employee through the E-Verify program, = breach of this warranty shall be deemedat ri l breach of the IGA, subject to penalties up to, and including, termination, A party shall not be deemed in material breach if it and/or its subcontractors establish compliance with the employment verification rovisions of Sections 274A and 274B of the federal Immigration n tionality Act and the E-Verify requirements contained in A.RS. § 23-21 ( . Each party retains the legal right to inspect the papers of the other party and/or its subcontractor engaged in performance oft is IGA to ensure that the other party and/or its subcontractor is complying ith the warranty. Any inspection will be conducted er reasonable notice and at reasonable times. If state law is amended, the parties may modify this paragraph consistent with state law. .3 Communication between state and local government agencies and federal immigration authorities; compliance, As required by 8 U. y . § 1373, each party hereby agrees that, notwithstanding any other provision of federal, state, or local law, it will not prohibit, or in any way restrict, any government entity or official from sending o„ or receiving from, e er l immigration ut orities, including U Immigration and Customs EnforcementI g US Customs and Border Protection ( ), or US Citizenshipand Immigration er ices( I information regarding the citizenship or immigration status, lawful or unlawful, of any individual. .4 Indemnification. To the extent permitted y law, each party will indemnify and save the other party harmless, including any of the parties' departments, agencies, officers, loy s, elected officials or agents, from and against all loss, 4 Updated 113 202 expense, ma or claim f any nature whatsoever which is caused y any activity, condition or event arising out of the or or non-performance by the indemnifying party of any of the provisions of this l Each party, in all instances, shall be indemnified inst all liability, losses, and damages of any nature for, or on account of, any injuries or death of persons or damages to or destruction of property arising out of or in any way connected ith the performanceor non-performance of this IGA by the other party, except such injury or damage as shall have been occasioned by the negligence of that other party. The es incurred y the other party, their department, agencies, officers, employees, elected officers, or agents shall include n the event of any action, court costs, expenses for litigation and reasonable attorneys' fees. The parties s are responsible and liable for the acts and omissions of their own officers, nts or employees in connection with the performance of their official duties under this l This agreement o s not relieve ith r agency of its official uties and shall not be construed as limiting r expanding the statutory responsibilities of the parties. 5.5 Binding effect. All terms, provisions, andconditions hereof shall be binding upon n inure to the benefit of all parties hereto and their respective heirs, personal representatives, successors, and assigns, 5.5 Severability. In the event any term or provision of this IGA is held to be invalid or unenforceable, the validity of the other provisions shall not be affected, and the IGA shall be construed and enforced as if it did not contain the particular term or provision that is deemed to be invalid or unenforceable. 5.7 Governing law. This IGA will be governedy the laws of the tat of Arizona, both as to interpretation and performance. 5.8 Mc ific tion. This IGA may be modified only by mutual written agreement of the parties. Vt. SPECIAL PROVISIONS 1 Goals for cases prosecuted. Various County Attorneys' Offices throughout the Stateof Arizona have successfully prosecuted many cases investigated bthe ICAC,Taskme n its affiliated agencies. Cases investigated y the ICAC Task Force may be prosecuted in Federal or State Court. The affiliatedagency agrees that the criteria for determining whether to prosecute particular violation in state or federal court ill be determined based upon the forum in which the re t st overall benefit to the public will be achieved, The parties agree that the greatest overall benefit to the public and victims will be achieved in the forum in which the purposes of punishment will be accomplished Updated t t 12022 to the greatest possible extent, The parties agree that the sentences in ICAC cases should, tote greatest possible extent, 1 Reflect the seriousness of the offense-, 2 Promote respect for the l 3) Provide just punishment for the offense; Afford adequate deterrence to criminal conduct-, 5Protect the public from further crimes of the defendant; and { To provide the defendant with needed educational or vocational training, medical care, or other correctional treatment in the most effective manner. Given these goals and the research regarding the typical hands-on o nse histories of those convict s on-lane predators and child orno r by offenders, incarceration is a desiredoutcome in ICAC cases. 5.2 Reporting statistics, The Affiliate Agency will provide monthly reports to the Phoenix ICAC Task Force in the prescribed format, no later than ten 1 )days afterthe end oft e preceding onth. If statistics are not provided by the deadline, any funding ill be suspended until the reporting requirement is met. 6.3 Training. The affiliatedagency may make investigators available for applicable specialized tr inin provided through the national ICAC programn other appropriate training ro r s. Media. Media outreach on cases should be coordinated with the prosecutor to whom_the case has been, or will be, referred in order to ensure compliance with applicable bar rules. All lawful efforts will be made to protect ongoing undercover operations from e i publication. Member agencies will refrain from unnecessarily rel si ongoing investigative techniques and ongoing undercover identities, including screen names, age or sex of undercover personas, unless authorized and mandated by public record law, or when the information is revealed pursuant to lawful discovery or at trial. .5 Confidentiality, It is understood that any confidential information pertaining to investigations of ICAC will be held in the strictest confidence, and will only be sharedith participating ICAC Task Farce members or other law enforcement agencies here necessary, or as"otherwise permitted y federal and/or state law. 5.6 Text messaging whiledriving. Pursuant to Executive Order 13513, "Federal Leadership on Reducing Text Messaging While Driving," 7 Fed. . 51225 (October 1, 2009), the Department encourages recipients n sub ci i nts to adopt and enforce policies banning employees from text 'messaging ile driving any vehicle during the course of performing workfunded y this IGA, and to establish workplace safety olicies and conduct education, awareness, and other outreach to decrease crashes caused y distracted drivers, Updated 11.E 2022 Data protection,All data, regardless of form, including originals, images an reproductions, prepared by, obtained by, or transmitted to affiliate cie in connection with this agreement is to be kept confidential. Except as specifically provided in this l A; the affiliate nci s shall not disclose data generated in the performance of the service to any third person 'without the prior written consent of all affiliate agencies, unless required by l Personal identifying information, financial account information, or restricts information, whether electronic format or hard , must be secured an protected at all times to avoid unauthorized access. At a minimum, affiliate agencies must encrypt and/or password protect electronic files. This includes data saved to laptop computers, computerized devices or removable storage devices. Unless contrary to law, which includes Arizona_ State Records Retention statutes, when personal identifying information, financial ccou t information or restricted information, regardless of its format, is no longer necessary, the information must e redacted, destroyed or secured through appropriate and secure methods that ensure the information cannot be viewed, accessed or reconstructed. In the event that data collected or obtained by the affiliate agencies in connection with this IGA is believed to have been compromised, affiliate agencies shall notify all other agencies in writingwithin ten t business days. Affiliate agencies agree that th requirements of this section shall be incorporated into all relevant su contractorfsubconsult nt agreements entered into by the affiliate agencies. A violation of this section may result in immediate termination of the I A: The obligations of affiliate agenciesunder this sectionushall survive the termination of this agreement. 6,8 Consistency. No local agreement can be inconsistent with any provision herein or impair achievement of any provision herein. 6.9 Return of Proceeds of Sale or Auction.Affiliate agencies are prohibitedfrom retaining the proceeds from the sale or auction of any equipment urchased with funding rovi e pursuant tot is IGA, In the event that an affiliate agency sells or auctions any equipment urc ased with funding rov e pursuant to this IGA, the affiliate agency shall return the proceeds from the sale or auction of equipment to the City of Phoenix. The City of Phoenix shall remit the proceeds returned to the original funding source. The City of Phoenix shall have the authority to audit the records of an affiliate agency as shall be deemedproper to ensure that the proceeds from the sale or auction of any equipment purchased with funding provided pursuant to this IGA have n accounted for and returned pursuant to this section. 6.10 Affiliate Agency must abide by all federal, state, and local grant regulations, Updaied 11 207 IN WITNESS , the parties eater into thisAgreement: City of Phoenix, Arizona City , Arizona An Arizona i i i Corporation An ArizonaMunicipal Corporation (Primary r t (Affiliate) Michael G. Sullivan - (Authorized i natured Interim Police Chief Phoenix mice Department Printed , Title Date Date ATTEST: ATTEST" City Clerk Date City Clerk ate APPROVED AS_ T : Signature t Signature Date rime (Printed Acting City Attorney City Attorney INTERGOVERNMENTAL AGREEMENT DETERMINATION In accordance with the requirements ofA.R.S. _ 11-92 , each of the undersigned attorneys ono l d : (1) that they have reviewed the aboveIGA on behalf of their respective clients; and, (2)that, as to their respective clients only, each attorney has t r in d that this IGA is in proper form and is within the powers and authoritygranted under the laws of the State of Arizona. City of Phoenix (Primary rnto ) City of Apache Junction (Affiliate) Signature Date Signature Date (Printed ) (Printed ) Acting City Attorney City Attorney City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No. 12. File ID: 23-638 Sponsor:Ted Wolff Agenda Date: 11/21/2023 Index: In Control: City Council Meeting Presentation, discussion, and possible consideration of retroactive approval of the third amendment with JB Superior Maintenance Services, LLC to add janitorial services for the police substation located at 3880 South De Niza Road, Apache Junction increasing the annual cost from $300,000.00 to$328,800.00 a year. City of Apache Junction,Arizona Page 1 Printed on 1111612023 t Public Works Department Home of the Superstition Mountains Date: November 20, 2023 To: Mayor and Members of the City Council Through: Bryant Powell, City Manager Ted Wolff, Public Works Director From: Heather Hodgman, Administrative Services Manager Subject: Retroactive Third Amendment with JB Superior Maintenance Services, LLC The city entered into a professional services agreement with JB Superior Maintenance Services, LLC to provide routine janitorial services for select municipal building facilities on April 17, 2018. The agreement is for a period of one (1) year with an option to renew automatically and continuously for a total length of the contract not to exceed ten (10) years from the original signing of the agreement. The city entered into a first amendment on October 6, 2020 to include general cleaning services in the Parks and Recreation Department facilities to include restrooms and trash dumpsters. The city entered into a second amendment on April 20, 2021, due to new minimum wage legislation passing. The city entered into a two-year lease agreement on September 21, 2023, for the police department substation located at 3800 S. De Niza Rd. Staff respectfully requests a retroactive approval of the third amendment between the city and JB Superior Maintenance Services, LLC for cleaning services that began on Monday, November 13, 2023. The increase will be an additional $28,800 to the initial agreement with a total of $328,800 a year. 575 E. Baseline Avenue, Apache Junction,AZ 85219 • Voice (480) 982-1055 • FAX (480) 983-5752 or (480) 982-8005 THIRD AMENDMENT TO JANITORIAL SERVICES AGREEMENT BETWEEN CITY OF APACHE JUNCTION AND JB SUPERIOR MAINTENANCE SERVICES, LLC THIS THIRD AMENDMENT to the above-referenced agreement is made and entered into this day of , 2023, ("the Execution Date") by and between the CITY OF APACHE JUNCTION, ARIZONA, an Arizona municipal corporation ("City") and JB SUPERIOR MAINTENANCE SERVICES, LLC., an Arizona corporation, ("Contractor"), sometimes both collectively referred to as the "Parties", or individually as "Party". RECITALS A. On April 19, 2017, the Parties entered into an agreement for janitorial services as an emergency measure due to the previous vendor's (Paramount Building Services) qualifications and on or about November 1, 2017, the contract term expired with Contractor continuing janitorial services without a contract. B. In response to Request for Proposals No. PW 2017-35, Contractor was the successful bidder and on April 17, 2018 the Parties entered into a comprehensive janitorial services agreement(the "Agreement"). C. A First Amendment was approved by City on October 6, 2020 to include general cleaning services in Parks and Recreation Department facilities to include restrooms and trash dumpsters. D. A Second Amendment was approved by City on April 20, 2021 due to new minimum wage legislation passing. E. Since that time, City has entered into a two year lease agreement for a police department substation located at 3880 South De Niza Road, Apache Junction, AZ. F. Mutual interest exists to cover the additional police department substation cleaning needs as detailed in Exhibit A. AGREEMENT NOW, THEREFORE, in consideration of mutual promises contained herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to amend the Agreement as follows: A. Section 2 of the Agreement, Price, shall be modified to include the additional janitorial services in an amount of $28,800 with a total of Three Hundred Twenty-Eight Thousand Eight Hundred Dollars and Zero Cents ($328,800.00)a year. B. Section 8, Contract:Term. The Term of this Agreement shall be a total of ten (10) years from April .17, 2018, unless either Party serves upon the other Party a Notice of Termination no later than ninety (90) calendar days prior to succeeding anniversary dates of the Execution Date each year this agreement is In effect. However, even in such case, the Early Termination provisions and consequences set forth in Sections 15 and 16 still apply. C. Except as expressly amended herein,all other terms and conditions of the Agreement executed by the Parties, shall remain.In full.force and. effect until expiration or termination. IN WITNESS WHEREOF,the Parties have caused this Third Amendment to be signed by their duly authorized representatives as of the day and year first above written. JS SUPERIOR-MAINTENANCE SERVICES, LLC,an Arizona corporation By: Andres Berrlos Imo• D_Irerec or CITY OF APACHE JUNCTION, ARIZONA, an Arizona municipal corporation 6y:Walter"QbIP7 Wilson Its: Mayor ATTEST: Jennifer Pena City Clerk APPROVED AS TO FORM: R.-Joel Stern City Attorney a, EXHIBIT A 3 I �I II JB Superior Maintenance Services October 12, 2023 City of Apache Junction 575 E. Baseline Ave. Apache Junction,AZ 85119 Re: Cleaning Services Price Quote Dear Heather Hodgman, We are pleased to submit our price quote for the cleaning services of the new building as mandated by the City of Apache Junction. Based on our evaluation of the scope of work and keeping in mind our commitment to provide the highest quality of service, our pricing is as follows: Daily Service Description Rate Amount Payable (Monthly Janitorial Service) Sweeping and Mopping $15.00 $300.00 Dusting and cleaning $10.00 $200.00 Bathroom Cleaning $20.00 $400.00 Trash Removal $12.50 $250.00 Total'Labor $57 50 $1T50 Material $50.00 Total Labor and Materials;; m $1200 00,, *Pricing does not include consumable supplies This price encompasses all our services, materials, labor, and other associated costs required to fulfill the base scope of work as required. We are confident that our experienced team will deliver exceptional services that meet and exceed your expectations. Should you have any questions or require further details, please feel free to reach out to us at any time. Thank you for considering JB Superior Maintenance Services.We look forward to the opportunity to serve the City of Apache Junction. Warm Regards, 44e44d- 9"AZ�2 Andres X. Berrios Director P.O.Box 14074 Mesa,Arizona 85226-4074 Tel:480-204-1580 Xavietberrios@gmail.com DocnSrgrs Envelops:ID 236EO4D2.BE23-42FS-AO67-08EFCtA24E2 is ante 3w't< ARIZON STANDARDINDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-GROSS (00 NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) 1, Basic Provisions f"Basic provisions^9 ia:. k°aststs-T3tla least("Inarsel,dated for reference{rurgras4s may—" is trade byand between _ , W f1sissce'),iciaReet#vats,the'''yrardes,"orindividunitya'Party "}. 1.2.. Prenride3s`ff€at certain real prmerty sociudingac anprovemenu therein err to be inc rviecl by lessor under the terms of this Lease com#grants,known as (street address,city,stare.zip): ? .' a , axe ?11 u ,W„ ('Pnassupri"),The promises are �a located in the counts of e and are gonerai#y described inblescr be briefly the nature of the property and,Vapplicable,the'Project,'it the property ec located Whine a Perfect) "..s !$t y w r t.a, < .__.. <i #' ` -(See siho Paragraph 2) 1.3 form years and ..... ..months l'Eirlgfnal Teat»4 commencing p tl ("Commenvessund€date°) M anderid ng r._ d Expiration Crate'} #See also Paragraph 3) 1A Early pa ssiarn if the Premises are available Lessee may have nomexcrusnre possess±on of the Premises commencing Nmm A $gar4y Pons ssk ca Date") (See also Paragraphs 3.2 and 3.3) 1-S Base r,ks �. per month("Bast Rent'),ro-agatsle on the day of each month supersonic ng. .. �,m........ .. ....... ..r'...,,.; . .(See also Paragraph 4) If this box is checked,there are provisions in this lease for the Erase Rent to be adjusted.See Paragraph t:Es Base Rent and Other Mollies Paid Upon Eatesudorn (a) flair Been ...`,,L,�...: .,.a,..... .. c,. ,..�for the eriod In) SecurfsyDepinst: �r ..{'Securityideposat"),(5eeaassicaragraphsp (c} Association Pihs N/,k—for the period to) Other s for ( I x .w. .S m, (a) 'total Due Upon Execution of this Lease: .. � 1.7 Agteedisor Ses also Paragraph 6) 18 lnsudit Part.Lessor is the* Pa �„ 'E (See also Para aCihtt} g y g "::�e annual"� #rerrnisuYs r+ 1. , ° gc 19 ideal Estate Broken.fSee also Paragraph 15 and 2S) (a) Represerstaidow The following teal estate brokers(the nistakeden and brokerage relationshme arras In this transaction(check applicable trouea). »'e^» �, 3 a,m�„�« is i 1, represerxts tasstsr axe wirrxely$'Lessor's Broker'1;of represents teen fe ixc&usivety!"Lessee's Brisker"):or represents both Lessor and Lessee L'Ohia6Agr univ)... (b; Pay€raent to licalo rs.Upon extension and delivery of her Lease by both Parday,Lessor shall pay to the Brokers the brokerage tee agreed to ire a separate written a iteem sit(at if there s no such agreement,the surfs of or of the total Base Rent)for the brokerage services rendered by the Broker. 110 Guarantor:The obligations rfthetesseeunderthisLeasearetobeguaranteedby „-�,.... ("Guarantee1.(See also Paragraph37) III Attachments,Attached hereto are,the following,asof which consulate apart of this tease a an Addendum consisting of Pazxgrapis „through aplot pan depicting the Preen=seer a current set of the Rules and Regulations. �,...a Work Letter; '.ether{specCiv): 2, Premises. 2,1 Losithig,Lessor hereby leasas to Lessee,and Lessee hereby spaces from Lessor,the Premises,for the catch,at the rental,and open all of the Pernst, covenants and conditions zee forth in this teaseWhite the approximate square footage of the Premises may have been used in the marketing of the brencisesfor purposes of comparison,the Base Rent stated herein,5 NOT toed Ass square footage and is€of contest to adjustment"should the actual size be determined to be aefferent. NOTE:Lessee iaadvisedto whey the actual site other to execiatirsit that lease. 2,2 Condition.Lessor thin,deliver red f re Trues ur Lesson broom clean and free of d rlons on the Commencement Date or the Early€arsessiim Date,whichever first otcurs("Start Date"),and,so long as the required service reasserts described in Paragraph 7,flat truirv,are obtained by lessee and in effect within thirty days following the Stars hate,warrants that the existing electrical,plumb cag,.fire epr nkler,hidif rth treating,uenbtfating and air conditioning systems f°'HVAVj,loading doors,sump pumps,if any,and act other such elerne€n in the Premises,other than those constructed by;aasaee,shalt be in good ope ur ing condition on said date and that the surface and structural pie entsef the roof,bearing walls and foundation of any buildings on the Premises(the"building")shall be free of material defaacts, and that the Unit does..not coustaln haawdous towels of any went or fungi defined as toxic under applicable state or federal law,City of A)'bliC".he Junction has dedicated staff in their Public Works Department and Flar s&Rec that maintain the its budding systems arld landseaping for all(.tit),i'Eacailities,Lessor acceptsthe use of the City's dedicated sitaff as ti atisfatshon of the senwe contrail requi%`enient..if a non-compliance with said warranty exists as of the Start Date,at if one as such systems or elements should malfunction or fail within the appropriate Warranty Period,Lessor shalf,as Lessor's sole mingation with targets to such matter,except as otherwise provided in this tease,promptly after waits of written notice from Lessee setting forthwith specificity the nature and extent of such non-compliance„malfunction or failure,tecc§ty sense at tessans expense.The warranty periods shot:be ascot; s.()6 sections as to the HVAC sysems,and(it)30 days as to the remaining systems and other elements of the Building,If Lessee does not give Lessor the required notice at tsa±n the appropriate warranty period,correction of any such notr-compliance,.malfunction or failure shaR be theobl gatioi of lesser at lessee's sere cast and oxperese;except for the root,foundations,and bearing walls which are handled as provided in parograsah 7,Lessor also warrants, that Ve4ess Otherwise specrfied A oni ting,Lesser is unaware of At any recorded polices of Default affecting the Premise;(ill any delinquent amounts due under any loanstcurre by the Premises;and(if)any bankruptcy proceeding affecting the freas sec 2:3 Compliance,Lessor warrants that to the best of is knowledge the manco scrou is an the Premises comply wish tire duetting codes.apAfinti me Saws,: covenants or restrictions of record,regulations,and ordinances t"Applaseefir Requirements')that were in effect at the time that each improvement,or portion thereof,.was constructed Said warrantytices not booty to the use to which Lessee wall put the Premises,modifications which maybe requ#red by the Arnedcans with Disabilities Actor any similar laws as a result of Lessees use(see Paragraph 50),or mairy Allocations or Utility Installations Ras defined in Paragraph 7-3(a))made or to bent debyLessee:Pd 11.LesseeIscespotasllnefo€detorothdriguhptherornotthe ApplicableRequirements,and especially the tonequ are appropriate for Lessee's Intended use,and acknowledges that past uses of the Premises may no longer be allowed..if cite Premises do not t ea ply weals said warranty,Lessor shall, except as otherwise provided,promptly after rerono of written notice from Lessee setting forth with specificity the nature and extent of such non•i on ckance,:rectify the same at Lessor's expense if Lessee does not grove Lessor written notice of a non:.comphance with this warranty within 6montles following the Start bate correction of that roan-compliance shall be the obligation of Lessee at Lessees sole cost and expense of the Approtabie Requirements areherea#ter changed sir as to cartoon tiering the term of the Lease the construction of an addition to or an operation of the Premises and/or Building the nomination of any Hazardous Substance, or the remkirco^nera axr other physical mortification of the Unit,Promisees and/or Build ng('Capia d Expenditure'},senor or:and Lessee shadf allocate the cost of such ,As fisismas f { _ 1 INITIALS WITI,ALS 0 2017 AlR CRE, All Rights Reserved, Last Edited{9120/202312,44 AM STGAZ MOD,Revised M22.2020 Page 1 of 12 uDesculdt+Envelope ID,236Ep4D2-9E23-42F5- O67-C7 F 'i 24E 5 (a) Subject to Paragraph 2.3lc)betrnv if such Corstal Expenditures are nop erect at a result of the specific and unique use of the Premises by Lessee as compared with i,ses by tenants in general,Lessee shall be fully responsible for the cost thereof,provided,however„that if such Capital Expenditure is required during the taut 2 years e f this Loose and th€cost thereof exretds 6 months Base Resit,Lessee may.nsteacd terminate Our;tease unless Lessor notifies Lessee,in writing, within 10 days after receipt of Lrnessfe terminators notice that Leaves has elected to pray the dif ichus e between the actual cost thereof and an amount equal to 6 tnonrhu°Raze Bens.if Lessee elects termination,Lasses shall krosessfiantry cease the use of tit Promiseswhichrequires such Capital Expenditure and deliver to tester vtriden transit spec tying a Perturbation date at feast 90 days thereafter.Such termination date shall,however,>n no event be earlier than the fast day that Lessee could legally un;ze the Promises without commencing such Capita Expenditure..... hu It such Capital Expenditure is curt the result of the specific and unique use of the Premises by Lessee(such as,B#verriettaroully mandated seismic rnadifieatians}.then Lessner shall pay ter such Capital Expenditure and Lessee shalt nice be obligated to pay,each month during the remainder of the term of this Cease or will extension thereof,on the date that on which the Base:dent is due an amount equal to 1/144th of the portion of such casts reasonably attributable to the Premises..tessev,shall pay interest on the balance but may prepay its obligation at any flans,It,,however,such Capital Expenditure is required during the last 2 years of tins Lease or if Learns reasonably determines that it is not economically feasible 10{pay its share!thereof,.Lessen shall have the option to terminate this Lease upon 90 days Prior wuftwx notice to Lessee unless Lessee nori6ies Lessor,in writing,within 10 days after receipt of lessor's termination notice that Lessee real pay for such Capuari Expenditure,if Lessor does Act elect to terminate,and fads to tender its share of any such Capita Expenditure,Lessee may advance such funds and deduce same,wish huereest,from Rent until Lw scer`s share of such costs have been fully paid,3f tessee is unable to finance Lessor`s share,or if the balance of the Rent due and payable for3he remainder sorrier Lease is not sufficient to fully reimburse Lessee on an offset basis,i.:esse ss ire have the fight to terminate this tease upon 38 days vr den notice to Lesscu. .... Is) Notwithstanding the above,the provisions concerning Capital Expenditures are intended to apply cons,to yeal,visholan,unexpected,and new Appifirs ur Requirements, if the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use,thanpe in orroia'ty of use,or tifit.at m to the Premises then,and an that event,teases shall wther:.h)immediately cease such changed use or intensity of use and/or Bare such other steps as maybe rov esssry to eliminate the regaarrment for such Csnbd Expenditure,or fit)complete auto Capital Exemptions at its own expense,Leseeshali not,however, have any right to terminate this Lease, 2,4 Ackrovidedgerne ts.testae acknowledges that: fill it has been given an opportunity to inspect and measure the Premises,(b)it has been advised by Lessor andmr Brokers to satisfy,itself with respect to the size and much fcan of the Preen ses Grote€ng but not hinited to the electrical,HVAC and true sprinkler systems,security,survironineniat aspects,and torsonsi nce with Ap iscable Retusrrmer€ts and the Americans with Disabilities+btl.and their suitability for Lessee's offended use.nrl Lessee has made such investigation as it deems necessary with reference tasuch matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises,hi)it its pot redring on any representation as is,the size of the Promises made by Brokers or Lessor,hid the square footage of the Premises vacs not material to Lessee's position to lease the Premises and pay the Rent stated herein and(f)neither forsary Line ar's agents,not Brokers have made any and or written ismasysidections c rrearrarities with respect to said mothers other than asset forth in this Lease In addition,Lessor acknowledges that:b)Brokers have made no representations,promises orwarrantkes concerning tessee`s ability to honor the tease or suitability to coctery the Premises,and h!)it is Ju sioncsole rest ommifity to investigate the thousand capability and/or suitability of aft proposed tenants, 7,5 Lessee as Prior Owner/Crand ant,The voiscarsters,made by Lessor in Paragraph 2 still be of he farce or effect if musym+defy prior to the start Crate Lessee was the owner or accidents of the Paes»iuex,.In such event,tesser shaSP be responsible for any interests,coesetciva work 3, Tears. 3A Term The Commencement£rate,ExPiralkin Crate and Original Term of this lease areas admitted In Paragraph 13. 3.2. Early Possession.Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to she Commencement t3ate.Any grant of Early Possession only owsw}+sa nssn,exchisive right to occupy the Premises,it Lessee totally or ponvaid,Mupies the Preorso prior to the Commencement Gate,theobligationtopayBaseRentshallleeabatedforthepedadelfsuchEarlyP#session:Alleither scums of this Lease precluding bus not'hatted to the oblSgacions to pay Ideal Property Taxes and insw ante premiums and to maintain the Premises)shall be in effect dumb$such pentad.Any surd Early Possession shall not affect the Expiration Gate.::. 3:3 Delay In Possession,lessor agrees to use etrmmezciafry reasonable effiens to deliver exclusive possession of the Premises to lessee by the Commencement Crate,If,despeae said efforts,Lessor is unable to deliver possession by si ch date,lessor shall not be subject to any hatrilitp therefor,nor shall such failure affect the validity of this Lease or than c the Expiration Date.Lessee short not,however,be obligated to pay Renter perform its other obliged cons Loch Lessor delivers possession of the Premises and any Period of resat abatement that Lessee would otherwise have enjoyed shall run from the date bideifvery of possession and continue for a period equal to what lessee would otherwise have enjoyed under the terms hereof,but minus any days of delay caused by the acts or omissions of Lessee. if correction is not delivered witiam 60 days after the Commencement Crate,as the same maybe activated under the terms of any Work Letter executed by ParTies,lessee may,at its option,by notice in vinsringwithin 10 days after the end of such 60 day period,cancel this Lease,in which event the Parties shall be rinchisti ed from MI absiffor ons hereunder,if such written notice is not resolved by Insurer within said 10 day period,Lessee's right to cancel shalt terminate.If possession of the Premises is net delivered within 120 days after the Commencement Daze,this tease shall terminate orders other agreements are reached between lessor and Lessee,in writing, 3.4 Lessee Compliance.Lessor shalt not be required to tender possession of she premises to Lessee until Lessee complies with its obligation to provide evidence of assurance(Paragraph B.SI.Pending delivery of such evidence,cereals shall be re or red to perform all of its ablifidessm,under this tease Even and after the Start.Hate.,including the parovent of Rent,notwithstanding Lessor's election to w.ithhodaf possession pending receipt of such evidence of insurance,further,.if Lessee is vermasid as perform a prother conditions prior to or concurrent path the Start Date,the Start Crate trial occur but Lessor may elect to withhold possession until such conditions are says,tieel d. jtm% 4..1 Rent Elehiro d..AV mc3netifor ab[igatlam of hessee to Lessor under the terms of this Lease heresy for the Security Deposit)are deemed to be rani("Rerit'), 4.2. Payment.Lessee shalt cause Payment of Rent to be received by Lessor sn lawful monefolsheUnitedStates,immoutoffsetordeducti#n(exceptas scoleftasly permitted in this Lease),on or before the day on which it p due Ali mcandary4mounis shalt:be rounded to the nearest whore acidic lathe event that any involve Prepared by Lessor�s,naccueate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Cease.pent bir any pencil during the terra hereof which is for less than one fur calendar month shall be prorated teased upon the actual number of days of said month.Payment of pert shag be made to Lessor at its address staffed hereon at to such other persons or place as Lessor may fioen time to tame designate in writing,Acceptance of a payment which is less than the assumes then due shah out be a waiver of Lesserr's rights tit the balance of such Recut,regardless of Lesstlr's endorsement of any check 5ostating..in the event that any check,draft,or other instrument of payment$iu m by Lessee to Lessor is dishonored for any reason,.Lessee stores to pay to Lessor tine sum of 52S in addition to any Late Charge and Lessor,at its option,may require all future payments to be made by Lessee to be by case koo check,Payments will be applied first to accrued late charges and attirrirey's fees,ueetnd to accrued poorest,theta to Base Pent,insurance and Real Property Taxes,.and arty rerraairmir amount to any other outstanding charges or crests. 4.3 Aasco e ntri fives,in cautious to the Base lent,Lessee shalt pay to tessoreach month an amount equal to anyawnsr's association or iscruckshistrums Fees levied or assessed against the Promises.Said marries shalt be paid at the same time and to the same manner as the Base Rent 4.4 Rental Taxes.9n addition to Bass Rent and Common Area Operating firmarces,Lessee shalt pay to Lessor each month an amount equal to any consul taxer, gears receipts taxes,transaction privrlege taxes,sales taxes,or rimifar taxes(`Rental Taxes")levied on the Base Rent Common Area Operating Experesea these due or orourvinutassessedinconnectionwithrise;rentalactivity,find monies shall be paid at the same time and in the saire marmeras the Base Refit, S. 5ecuuity t3cpin at,Lessee shall deposit with lessor upon execution hereof the Security Deposit as comply for Lessee's tiothfvl performance of Roobf(g,adons under trill tease. h Lessee fa,€s to Dar Rent,or otherwise Defaults under this Lease.Lessor mayuse,appty,or retain all or any portion of said security Deposit for the payment of any amount already due Lessor,for Rents which will he insists the future:,and/cur to reento use or oc mensale Lessor for any liability,expense,foss or principle which feasts may suffer or incur by reason thereat.if Lessor uses or applies ti,or any portion of the Security Deposit,Lessee shall within 10 days after Arn ert request therefor deposit mantes with Lessor sufficient to restart said Security Dep sir to the full amour required by this Lease,If the Base Rent ire eras es during the term of this L rcxxi lessee shall,upon written request from Lessor,deposit additional monies with Lector so that the total amounts of the Security Deposit shall at all times bear the same proariatern to the increased Bast Rent as the but of Security Cardarrit bore to the nate;Base Rent.Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to acco etroidate a sublessee or assquiee,Lessor same have the right to increase The Security Deposit to the extent nyeastsry,in lessor`s reasonable judgment,to account for any increased year and tear that the Premises may suffer as a result thereof,If a change in c mysit of Lessee occurs during this lease and following such change the Can ens:at condition of Lessee is,it,Lessees reasonable judgment,significantly reduced,Lessee shall deposit such additional n uonles with Lesser as shalt be sufficient to cause the avcurisf Deposit to be at a commercially reasonable levri based on such charge in finanrdat sandiness,Lessor shalt not be reandred Las keen the Security Deposit separate Poor its general accounts Within 90 days after the expiration or termination of in s Lease;.Lessor shall return That portion of the Security Deposit not used or applied by Lessor:.Lessor that upon written request provide Lessee with an accounting shouting how that portion of the Security Deposit that was not returned was,applied,No part of the Security Deposit shall be considered to be held intrust,to bear inter t or to be prepayment for any rsortses to be paid by Lessee Lander this Lease TH, BECPRITY 4EPC#siT SHALL PLOT BE USED BT LESSEE or LIEU Of PAYMENT 0; 7HL A``nT. O TT SRENT. rJ J „« i INMALS INITIALS 41)2017 A;bt CR€, All Rights Reserved, Last Etided:9/20/2023 1144 AM SMA2-19,00,Revise:110-22-2020 (sage 2 of 12 s Cie rm&gn Envelope 10,236 D4D2-9E x42 S-Ai)67.OBEFC I 4E 5 6D, Use, Cc Use.testufs,shall use and occupy the Premises only for the Agreed Use,or any other lega use which is reasonably comparable thereto,and for noother purpose, Lessee shall;not use or permit the use of the Promises,in a Investor that is unlawful,createsilarnage,waste or a nuisancers r that disturbs c c mpantsof or causes dimplib to neighboring premises or properties. Other then guide,signal and seeing eye dogs sir K9 a illnial,tessee shall not keep or allow in the Premises ........ Any fleets„,animals,.birds,fish,or reptiles.Lessor shall not unreasonably inbound or delay its consent to any written request for a modification of the Agreed Use,sea rang as the same w'Fnotmpair the structure''. udd,cytrf the unpre et eats on the Premises or themachanasa cr electrical eystems therein,and/or is not rhotticantty more€urdensorne to the premises,if lessor elects to withhold consent,Lessor shall within 7 days after such request give written m dowtaon of same, whit.-+notice fawN include an explanation of Lessor's objections to the change in the Agreed rise: 6..2 Hazardous Substances. nd Reportable thiselfascroke Contrary-The term"flazartizoss;Substance"as used ih this Lease sba a marl any prvcfuct,substance,or ituryie whosa Presence,use,manufactrinc i lzpnsa3,trammi naton or release,either by haelf or us wavolonationwith At€eer anaterials expected lobe on the Premises,isshthmt If) mceettially ostunist s to the public het€th,safety or iselbire,the erdoe sman4 some Promises,(ih regulated or no nitared ley anygtrvernrnen al authority,as pi)a basis formitennai 4tchtyofLessortoanygovernmentalagencyo€thirdpartvunderanywhifsrableStatuteorcommonlaiwtheory.Hazardous Substances shall inctude.but not be'voted to,hydrocarbons,petroleum,gasoline;and/or teucie oil or any products,byproducts or fractions thereof.Lessee a call not engage In any activity rt or on the Premises which tcsmidlutes a Rapvsrrodcle Use of Hazardous Substances w€thout the express prior ex ittenronsent of L€.ssar and timely compliance fat Lessees expense)nor honAppluably,Rest uApmerYs, "tteprotablisU "shaiirneanIifthensta€lationoritseofanyaboveorbelowgroundstoragetank,(it)thegerieradon, possess€on,storage,use,Iunwirortabon,or disposal of a Hazardous Substance that requires a permit door,or with respect to which a report,notice,registration coo bus tress plan is required to be filed with,any hovermomma€authority,and/or fri)the presence at the Premises of a Hazardous Silesiance with respect to which any ApirsoaRcir Requirements term res that a notice be given to persons entering or occupying the Premises ev neighboring properties.Notwithstanding the forelperrg, Lessee may use any ordinary and custo€nary orcier dis Yea sona tly required to be used,n the normal win me.of the Agreed Use,sup were office supplies(cop at toner; sonar Rapes„glue„its.)sup somnon household cleaning maten ifs,so long as such use is n contplaarder with all Applicable Requirements,is nest a Reportable Use,and does not expose the Premises cr neighboring proiseny to any meaningful Linked contandrudiaee or damage or expose Lessor to any liability therefor.€re adi ition, Lessor may ininfu essi its(prevent any Reconciles,Use upon receiving suchaddittona assurances at lessor is asmishily deems necessary to protect itself,the public, the Prensases and/or the environment against damage,contamination,injury supper liability,including,but not limited to,the histallatton hand removal on or before Lasso expiration or Hnnum stud of protercove modifications(such as concrete encir e erias)and/or mer sairrsg the Security Deposit, Cal Duty to Inform cannot,if Lessee knows,or has reasonable cause to behave,that a Hazardous Substance has come to be located in,on,under or about the Premises,other than as previously concerned to by Lessor,tease,-shall irnrnedsately glue written notice Of Such fact to Lessor,and provide Lessor with a c^ole,of any report,notice,claim of a therdtrcu entstaxer which it has concerning the presence of such Hazardous Substance, 4) Lessee&tetneitfadism Lessee shall not cause or permit any Hazardous Substance robe sachet l or released in,on,under,or about the Premises (including through the plumbing or sanitary sewer totem)and shall mornpnly,at Lessee's expense,camplywith all Applicable Requirements and take ail investigatory and/or corneal archon reasonably recommended,whether or not formally ordered or required,for the cleanup of any contemplation ary and for the mairnstrusoce, sw,urip,and/or monitaringcaf the Preon esor neighboring properties,that was caused or materially contributed to by Lessee,or pertaining to or involving any HAzerdwiv Susssfdnte brought orrsn she Premises during the term of This Lease,by eta for Lessee,or any third party, dill lessee pidemnigota on.Wayne shall indemnify,defend and hold lessor,its agents,employees,tenders and ground lessor,if any,.harmless from and plaimst any and all isss of rents and/or shortages,€eat ittt±ey,Judgments,claims,expenses,penalties,and attorneys°and cpnsuttants`fees arinthiout of or involving any Hazardous Sutrslance brought onus the Premises by or for Lessee:or any third party(provided,however,that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from adpatezzt scauseaties oat caused or contributed to by lasseC,tessee`s obligations sh ell include,but not beUnated to,the effects of any orintarecost€citor injuryto person,property or thew v ionment created or suffered by settee,:and the cast of investigation,remova,rerhediadon,restorationand/arabatement„andshaltsurvivetireexp:tatroneartertypen?onofthisCease.Not #nation. cancellation of release agreement entered Into by chaser and Lessee shalt release Lessee from its ablig i dons under this tease with respect to€isr ardous Substances,couple specifically so agreed by Les ,in r aparg at the time of such agreement. e) Lessor Indemnification,Except as otherwise provided'€n paragraph B 7,Lessor and its successors and assigars shalt Solemnify,defend,reimburse and Bold tosses pe empostrees and lenders,harmless from and ageing any and all i n irwranental damages,Including the cost of cementation,which result from Hazardous Sow torues which existed on the Premises prior to Lessee's occupancy or coach are caused by the gross rr sigait rrus or willful misconduct of Lessor,its agentsesr eanployees Lessor's xobiPpYms,as and when required by the Applicable Requirements,shall romps,but not be limited to,the cost of irrvestigahvn, urrrcaval,recnedwri ey restoration and/or abatement,and shalt survive the expiration or terman sharn of this tease, if} invt3R4gatlrsns and Rernediaatmis,farrow shall retain the responsibility and pay for anY temsYga less or rernedialion measures required by gsavern enta ent:fies haverg pond€choir with respect to the existence of Hazardous Substru ceson the Premises pricer to Lessee's occupancy,unless such remeduation measure is required as a result of tessee's use(Including"Afters rrour,as delimul in Paragraph 73ja)belctwl*I she Premises,In which event Lessee shall be responsible for such payment,lessee stall tolderr iet fully in any such activities at she request of Lessor,including allowing Lessor and Leachers agents to have reasonable assess to the Premises at reasonable times In order to carry out Lessor's owelabla ous and re dial respc ns6h9ii€es. .g) Lessor Termination Option,if a Hazardous Substance Confident(see Paragraph 9,Loch occurs during she term of this Lease,unless Lessee is legally responsible therefor(in wrath ease lessee shall make the lrrvestigat€ctn and re omission thereof required by the Applicable Requiremerrts and this tease shall continue en frail force and effect,:but subject to Lessens rights under Paragraph 6.2(d)and Paragraph 13),lessor map at lessyces option,either b)investigate and re ecd'€ate such HasTrdans Substance Condition,if required,as soon as reasonably passible at Lessor's expense,in whiter event this tease shall to cintae In felt force and effect,or(it)if the extin'sated cost to rem ectime such condition exceeds 12 times the then morri#ily Base Rent or$100,000,.whichever is greater„give written notice to Lessee,within 30 days attar receipt by Lessor of knovaledge of her reentrance of such Hazardous Substance Complain,of Lessor's desire to terminate this tease as of the date 60 clays foilaynnif the date of such notice. In the event Lessor elects to give a termination notice,.Lessee may,withal 10daps thereafter,give written notice to Lessor of Lessee's commitment to Fay the amount by which the cost of she rime is ion of Such Haaardctus Substance Compilers exceeds an amount equal to 12 times the three monthly Base Rent or 5100,000,whichever is greater,Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days folkrv✓ing such cconminionat in such event,this Lease spur continue n mill force and effect,and Lessor shall proceed to snake such rerionfor air as soon as reasonably passible after the crooked Rands are avirdable<it Lessee does not give such nonce and provide the captured Funds c;t assurance thereof within the time provided,Par Lease shall rerromateasal the date specified in Lessor's notice aiterop anon, 6,3 Lessee's Compliance v,rfa,Applicable Requirements,£xceptasothes iseprovidedinthisLease,Lessee she#,at Lessee's sole expense,fully,daldient€yand in a timely manner;rnateria'.yccunplywith all Applicable Rechamirsents,the requirements of any applicable fire insurance usider enter or rat ngbureau,and the recesrnr+teetdaticansoftissor`semplusits and/or wararizancs which(elaticin SAY manner to the Premises,withoutregard to whether said Applicable Requirements are now in effect or become effective after the Start Date.Lessee shall,within 10 days after receipt of Lessor's written request,provide Lessor with copies of all permits and other pass umin¢s,and of her information evidernuost Lessee's s ilprice with any AmAkrable Frequilbactruscaecifi¢dtayLessor„.and.halti mediatelyupcan receipt„"copy Lessor in writing(with copies of any da umerusInvolved)of any threatened or pride cla at,notice,citation,warinnit,.carinciblat or re port Patterning to or involving she torture of Lessee or the Pretiones to comply with any Applicable Requirements.Likewise,lessee shalt'€ane fiatelyg ve written notice to lrsetr ok hJ any water damage to the Premises and any suspected seepage,piethog dampness or other condition conducive to the production of m ddl or(i€)any mustiness or other odors that Haight indicate the presence of mold in the Promises,In addition,teases shall Provide Lessor with apples of its bossiness licence,soniffrcate of occupancy andlcar any sine,at document within 10 days of the raccess of a written request therefor. 6A inspection;Compliance.Lessor and Lessor's"tender"her defined in Paragraph 30)and consultants a ithotized by Lessor shall have,the right to enter into Premises at any tierce.:in the ease of an emergency,and otherwise at reasonable toner after reasonable notice,for the purpose of inspecting and/zsr Setting she condition of the Premises srsd(or for verifying compliance by Lessee with this tease,The cost of any such inspections shalt has:paid by tesscrr,unless a violation of Applicaale Requirements,:or a Hazardous Substance Condition(see Paragraph 9Ibbi is found to exist or be manliness,or the inspection is requested or ordered by paver nxmentaf aunt :"sty.to such case,Lessee shalt upon request reimburse Lessor for the cost of Such inspection,so tong as Such ins ection is eta. ably related to the violation or crousuc rnac;on. In addition,Lessee shall provide copies,of all relevant material safety data sheets(1b551SS)to Lessor within iD days of the receipt of a umnem request therefor Lexseeacknowiet#ges that any failure on its part to allow such inspections or testing will expose Lessor to risks and potentially cause Leases to incur costs not contemplated by this Lease,the extent of which will be exrrenrely difficult to ascertain.Accordingly,should the Lessee fail to allow such inspecasons and/or testing in a timely fashion she Base Rent Shalt be automatically increased,without Any requirement for nature to lease tc,by an amount equal to 10 of the then existing;Base Rent or SI S,.whichever is greater for the remainder to the lease, The Parties agree that such increase in Base Rent nimesems fair and reasonable compronsamsn for the additional risk/writ that Lessor will incur by reason of Lessee's failure tosilver such inspection and/or testing.Such increase in Base Rent shalt 'sex mo evens ronsisone a vaaiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder, 7. Biattttenance,Regally;liblifty,installations,,Trade Fixtures and,Alterations. T.Y.. Lessee's Obligations, °" 05,r (aLf� H Cameral Subject to the orneriness of Paragraph 2,2(Conditiced,23 x{(rrmptiahce),6.3(Lessee's Compliance with Applicable Ratruirt rmids),.7.2 h, ,,` 11AHTIALS INITIALS V 2017 Add CRE, All Flights Reserved, east Edited:9/20/202311:44 AM STGA -1 .CrCr,Revised 10-22.2020 Page 3 of 1 DistuSign Envelope ID 36 O4D2- E -4 F5-AO67-fl13 F 9A 4 {Lessee's OtAigink rts),9 filo maple or Destruction),and 14(Condemnation),Lessee shA at Lessee's sole expense,not to exceed*i£,50""s per b.iccur2ince, 5,5)00maxittlR.LmperSte'lino&thpe?`lod,keepthePromotes,Ut€lity'.:..issiollabonsl4rceed€dfatelessee'sexclusiveuse,noreauteewhere Located),and Alterations to good order,candd ion Addresser{whether or not the doctors of the Premises requiring repairs,or the means of reparmet the same.,are reasanat ly or rcadilyaccessibl tat"ohn and whether or not the need to such repairs occurs ass result of Lessee's use,any Prior use,the eieanentsor the age of such portion of the Premae d,loathing,but not limited to,all equipment or Avineri,such as plummyst,HVAC equipment,electrical,lighting facilities,boilers„ pressure vessels,fire protection actions,fixtures,walls(interior and eater err),ceilings,{cants,stairs windows,doors,plate glass„skylights,Landscaping,driveways, Barking lots,fences,retaining weans,signs,sidewalks and parkways located in,on,oradjacent to the€`reamer.Lessee is also responsible for keeping the roof and roof drainage etaan and free of de rss..rescue spa.;keep the surface and structural elements of the rock foundations,and bearing wells to good repair(see paragraph 7.2)..... Lessee,in keeping the Premises in good carder,rendition and repair,spent exetsrse and Perform good maintenance fr acticto specifically intruding the procurement and rnairetenance of the Service contracts required by Paragraph 7.1lbj below.Lessee's obdtgatfons shag include restorations,replacements or renenh s when necessary to keep the Premises and 0 improvements thereon cr a part thereof in good order,condition and state:of repair Lessee shall,during the terra of this Leasth keep the exterior appearance of the Build his Ina first e'asszondider,Prtc.Iuding,e.g,leafed piesuroxiii cons ident with the exterior appearance of other similar€at+#l2iesof comparable age and size in the vicinity,milucfirde when necessary,the exterior repainting of the Building,... lb) ServineCanticiefe,Lessee shall,at Lessee's role expense,procure and maintain contratts,with copies to/wires in customary form and substaeace for,.. and wilts contractor Specializing and experifored in the maintenance of the be*win&equipment and improvements,if any,if and when installed an the Premises: IS} RVPC equipment,pit pole,and pressure vessels,ho)fire exxingu€skiing sar i eres,locluding de alarm anchor square vietectour,(i€f iandscaping aced arragatips systems, and(v)clarifiers.However,Lessor reserves the right,upon notice to Lessee,to procure and maintain any or aft of such service contracts,and Les r r shall redolence Lessor,upon demand,for the cost thereof, is) #allure so perfumer.it Lessee#a Is to perform tessee's obligations under this Paragraph 73,lessor may enter capon the Premises after 10 days'prior written notice to Lessee(except in the case of an emergency,in which case no notice shalt be required),perform such obligations on Lessee's behalf,tens put the Premises in good order,condition a and repair,and Lessee shall pro ptly pay to to ss€sr a sum equal to 115%of the cost thereof.... ld) Replacement.Subject to Lessor's indemnification of Lessor asset Earth in Paragraph 8.7 below,and without rejoicing Lessee of Iu e iky resulting from Lessee`,failure to exercise and perform good prair,tefMorin pGirimmes,tan€terra descr bed in Paragraph 7.1(b)cannot be repaired other than at a cuss u rh es inexcess of 50%of the cast.W replacing such Item,then ruch,teris shall be replaced by Lessor,and the cost thereof shalt be prorated between the Parties and lessee shall seek be obligated to pay,each month thersg the remainder of she term of this tease or any extension thereof,on the date on island Erase Rent is duel an amount equal to the product of muttlpty:ng the cost of such replacement by a fracture,the numerator of vrhrch s one,and the denominator refrained is 144(i,e..1/144th of spectral per craordkdr Lessee shalt pay Interest an the unarialic rd balance but may prepay:ts obligation at.any time. 7.2 Lesso'%Obligations,Subject to"provisions of Paragraphs 2 2{Condetior),2.3 fpconsl[anical,9(Damage or Grestructiord and 14 pokidestorradrup,it is intended by the Parties hereto that Lessor have no obligation,In any manner whatsoever,to repair and roonnon the Premises,or the equipment therein,all of which obligations are intended to be that of the Lessee,except for the surface and structures elements of the roof„foundations and bearing wells,the repair of which chall be the responsibility of Lessor upon recover;of imprint notice that such a repair d necessary,it lithe nxention of the Parties that t he terms of this tease govern the respective obligations of the Parties as to maindsoarnce and repair of the Premises.. 7-3 supply Installations;:Trade Fixtures;Alterations, fa) Definitions,The for in"Utility to €!auxins'others to all door aced w slaw coverings,air and/or vacuum lines,power panels,electrical distribution, security and fire protection systems,communication caflAing,lighting fixtures,HVAC equipment,plumbing,and fencMlf in or on the Premises.The term'Trade Flexures"strait mean lessee's machinery acid equipment thsa tan be removed without doing material da Aeto the Prtarises,The term NterabovV'shalt mean any march/cat an of the ieruccomments,other than Utility nor ellatixans Or Trade fixtures,whether byaddeper or deletion. 'Lessee Owned Aleera ens end/or Utility tanuiliathins"are defined as Alterations and/or Utility hista Iatitrns made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7 4(aL Ild Consent.settee shalt crew make any Alterations or Unlit},installation,to the Peerrrises without(tompe prior written consent,.Lessee may,however, make now1ruttural Atktaat onsor Utility Installations to the interior of the losso bses(excluding the roof)without such consent but cloy r notice 10 Lessor,as tong as they are not visible from the tsunurra,do not nature punrtur All,rehearing or returning the roof or any existing walls,will not affort the electrical,plumbing,:HVAC, and/or life safety systems,do not trigger the requirement for solutions,m49dilicatorsh,and/or improvements to the Premises resulting from:applicable Resparernente, turn as campltame wish Title 24,and the cumulative cost thereof luring this tease as extended does not exceed a strap equal to 3 north's Base Beret in the aggregate or a sure equal to one monflys Base(tent lee gray one year..Ptoty elptandiis the toregpsng,lessee shall not make or permit any used penetrations and/or install anything on the roof wiihout the prior written approval ofLessor, Lessor rgray,asaprecasrdition to grouped such approval,require tessee to oblize a contractor chosen and/or approved by Lessor..Any Alterations or Utel p,installations that Lessee shall desire to make and which require the consent ofthe Lessor shall be presented to Lessor in writte t£orris with detailed plans...Consent shall be deemed cradidon ed upon lessee's.le}acquiring all applicable governmental permits,ba furnishing lessor with copies of both the parr»ice and the plan,and specifications prior to commencement of the work,and fill)compliance with all conditions of said permits and other Applicable Rectuffer rents in a prompt and expeditious manner Any Alterations or tlOIRS,Installations shall be performed in a workmanlike manner who gaol and wif ident matduary,lessee shall promptly upon completion furnish Lessor with as-built pans ant specifications,for vrork which costsi n manner in excess of tree month's Base(tent,Lessor may condition its consent upon Lessee Providing a Lion and completion bond in an arroosse,eguab to 15 at the estimated cost of such Alteration at Utlitty lnstaliat on and/or upon traase is poetirr8 an additional Security Deposit with Lessor, (c) hens:.Bonds..Lessee stead€pay,when due,art claims for labor or lttatetiats furnished or alleged to have been furnished to or for Lessee at or for use an the Pceimses,Which Claims Ore of may be secured byanyinerponic's or matetialmesto lien against the Premises ca any interest therein.Lessee shall give Lessor not less than to days notice prior to the commencement of any work in,or product the Premises,and Lessor c r i have the tight to class notices of non-ressescohiclity,It Lessee shall contest the validity of any sueh lien,claim of derrtattd,then Lessee shall,at its sole expense defend and protect itself,.Lessor and the Positions against the some and shall pay and satisfy any such adverse judgment that maybe rendered thereon before the enforcement thereof.if lessor shalt require,lessee shalt furnish a surety bond in an amount equal to ISILK of the amount of such contested lien,claim or demand,Leiden reifying Lessor against liability for the same.tf Lesson eksts co participate in any such action,Lessee shalt pay Lessee's attorneys`fees and lasts.. 7.4 Ownership;Rinswersip Surrender,:and Restoration. (at Ownership,Subject to Lessor's right to require removal or elect mimershipas hereinafter provided,a€lAfteratstara,sod Utility Installations made by Lessee shall be the properl rottessee,but considered apart ofthe Premises Lester may;at any time,elect in writing to be the owner of at$or any specified part of tire Lessee Owned Aderakaxms and Utility tsstattatums,harbors usherette instructed per paragraphs 7 4(h)hereof,all Lessee Owned Alterations and Utility installations shall,at the opparom or termination of this tease,become the property of Lessor and be surrendered by Lessee with the Premises.... to) Rempurl,Bydefivers,to Lessee of writtenlattice from Lessor not earlier than 90and not later than 30 door prior to the-no of the term of this Lease, Lessor may require that any or all Lessee Owned Alusuv inst or delay installations the removed by the exp;ration or m se3n ivem of this Least,tesserr emy rinuide the removal at anytime afalf or any part of any Lessee Owned Alleraborn,or Utillity,Installations made without the required consent, is) Surrender.Restoration.tessee shag surrender the Premises by the Expiration bate or any earlier t ronincatiorn date,with all of the unforivernents, parts and surfaces thereat broom clean and free of debris,and in good operating order,revolution apes state of repair,ordinary wear and tear extekiaed."t7rrtlnary wear and tear"Shall not include any damage or deterioration that would have been prevented by goad maintenance practice,tacinnsuctaeedinq the frimse sty and the provisions of Paragraph 7,t(af,it the tessee occupies the Premises for 12€aterths or less,then trues,shrill surrender the Premises in the some condition as delivered to Lessee on the.Start bate with NO allowance for ordinary wear and tear.Lessee shall repair any dacraa broccasioned bythe installation,maintenance or removal of Trade fixturee,.Lessee owned Alterations and/or Utility installations,furnishings,and equipment as weft as the removal at any storage tank installed byar for Lessee, Lessee shall also completely remove from the Premises any and all Hazardous substances brought onto the Premises by or For recruit,or any third party(except €iaxarimicir Substances which were deposited via underground migration leant areas continual the Premises)to the level specified in Applicable Requirements..Trade Frxtures shall conent the property of Lessee and shalt be removed by Lessee.Any personal property of Lessee not removed on or before the Expiration Orre or any earlier termination date shalt be deemed to have been abandoned by Lessee and maybe disposed of or cha reed by lessor as Lessor may desire,The failure by Lessee torarrely vacate the Premises pursuant to this Paragraph 7.4(c)without the express written content of testae shag constitute a holdover under the provisions of paragraph 26 below. B. insurance,lridetnn€ty. 8.1 payment of Premium increases. Is) Lessee shall pay to sevens any Insurance cost trot to tvr°r„„ed$12,,30 i37L.S"C.tise 1:ser 12 E ionth period,sty„increase(.,tsasuear,re Cast toereaae') cycorring during the term of hies Cease.insurance Cost lucre Les is defined as any increase n the actual cost of the insurance required under Paragraph 8.2(h),8.3ho and 8.3tltl,over and above the Base Premium as hereinafter defined calculated on an annual basis,insurance task hereese shall include burned be limited to iincreasesresultingfromthenatureofLessee`sascuRanty,anyartorornas€oracofLessee,requirementsoftheholderof mortgageor deed of trust covering the Premises'increased valuation of the Premises and/or a pretniucn rate increase.The parties are encouraged to Mir the Base Premium in Paragraph Lit with a real enable premium for site Required insurance Erased an the Agreed Use of the Premises LF the parties fail to insert a dollar amount in faragraph 1.8,then the Base m shall be the lowest annual prernauan reasonably obtainable Per the Required Insurance as at the commencement some Original Term for the Agreed use of € INITIALS INITIAL 0 2t317 Alit CRE, Air Aights Reserved. Cast Edited:ilJ20/2023 S 1.44 AM STGA2-18.flff,Revised 1e-22 202CY Page of 12 a€Gaotsiblit Envelope ID:236ED4Et2-9E23AZF -AO67-ODEFGtA 4EZ5 the Premises,to operant,however,phailtescres be responsible for anti Portion aline increase era the pre ishan cost cothitta lama:to liabsfity insurance carried by Lessor under Poragraph 8.2(b)in mires of 52,000,000 per occurrence, to) Lessor may bill tessear for any such insurance Cost increase at the time that lessor is invoiced bythe owuntiotvclurip rcit'tf or Lessor may elect to asrmate the amount of the Insurance cast increase which wal be s ouired during the coming year and require that 1112th of such amount be paid each morturby Lessee on the same day that the base Rent is d¢ee.of at the end of such year the payments by lessee exceed the actual Insurance Cost Increase incurred by lessor then lessor shall credit the amount of such over-payment against the payments next becoming due.It lessee's payment were less than the actual assurance coal Increase incurred then Lessor she'a billtessec for such shortfall.Payment shall be made by Lessee to lessor within 10 days following receipt of an invoice.[fora insurance policies maintained hereunder aver tither property besides the Premises,Lessor shall deliver to Lessee axtatement of the amount of such Insurance Cost Increase attributable only to the Premises showing in reaserabtedemll the manner in which such amount was computed.Premium,for policy Pe'rient oculdessucing prior to,or encenttdng beyond the term of this Lease,shall be prorated to correspond to tire term of this Lease.Advance Payments they be intermingled tioth other rnoniesof Lessor and shalt not bear interest,era the avant of a Breach by testers then any such advance payments may be treated as an additional Stour'r y,mpyxvft. $.2 Giabli ty insurance, tat tarried by inseseo.festive shall obtain and keep in Serge a Cornmenhat General liability policy of insurance protecting Lasses and Lessor as an additional-sutured against claims for bodily injury,construct injury and property damage based upon or arising.out of the ownership,use,sphoup rpoor maintenance of the Premises and all areas albousl v rn thereto.Such assurance shall Ise on an occurrence basis providing single short coverage in an arnovm not less than 51,0 per occurrence oriole an annual aggregate as not less than$2,00 :0 0 Lessee shall add Lessor as art addrtfroll Insured by means aaf an endorsement at least as broad as the insurance Service Organizations"cublinvocal insured-Managers or lessors of Premises'fndossurro t,.The policy shall not contain any hush-interred exclusions as between insisted pedsons or exrganaaatlonx,.but shalt include coverage for liability assurnsed under this lease as an'insured ao dram'for the"Tormuctirce of lessee's ±rode€ewer*,othd at#ons under this lease.The limits of said insurance shaft not,however„limit the Nobility of Lessen nor relieve Lessened any obligation hereursder, lessee shalt provide an endorsemment on its€iabilitypoficy(its)wa„rh Provides that its insurance spent be puffery to and not contributory with any similar insurance carried by lessor,whose insurance river be considered excess insurance only. tit Carried by Lessor.Lessor stiallmaintain liability insurance at described in Paragraph92ad,in addition to,and not in Lieu of,the insurance required t he maintained by Lessee.Lessee shall not be nansedas an additional instructs therein. 93 Property Insurance- utda36sg,begurevemsords and Rental Value, trig Building and diduc vementz..The Insuring Party shalt ubiaus and keep in force a policy or pas!€ties in the name of Lessor,with lass payable to Lester, anygnbund-lessor,.and to any Lender insuring toss or damage to the Premises,The amount of such insurance shall be equal to the full ficaroloct replacement coal of the prerrures,as the same shalt exist from it to Arco,or the amount required by any tender,but in no event more than the cozarrnensdit,icressurble and available door able value therrcif.Lessee Owned s u ingdons and Utility Installations,Trade Fixtures,and Lessee's personal property shall be insured by Lessee not by favors.If the coverage is available and conermuctatly aboard rnue,such policy or policies shalt insure against all risks of direct physical loss or damage(except the perils of flood and/or Barr unpiake unless required by a Lender or included in the Base Proxclund,including coverage for debris removal and the enforcement of any charitable Requirements requiting the upgrading,demolition,reconstruction at replacement of any portion of the Premises as the re othof 4 covered loss,Said policy orpv9icers shall also contain an agreed valuation provision int,eu of arty coinsurance clause,waiver of subrogiciam,and inflation guard connection causing art increase in the annual property insurance coverage amount by factor of east Seas than the adjusted U.S,Department of tabor Coneurver Price Index for All Urban Consumers for the city nearest to where the Premises am Located,.If such insurance coverage has a deductible clause,the deductible amount shall not exceed$5,000 per occurrence, and Lessee shalt be noble for such deductible amount in the event of an Insured Crass: do Rental value..The Insuring early shall obtain and keep in force a policy or holders in the frame of Lessor with lass payable to Lessor and any tender, insuring the loss of the full Rent for one year with an extended period of indemnity Push additional 190 days t"Rental Value insurance'),Said insurance doul contain an disused Valuation provision in Menof any coricurance clause,add the amount ofcoveragerivalbeadgucte normally to reflect the projected Beer othecw#sepayable by seance.*or tire next 12 rnorch period. Lessee shall be de`atrle for any deductible amount in the event of such Pass. (r) Adjacent Premises,if the Premises are part of a larger buildingg,or of a group of ttaserchr s owned by lessor which are adjacent to the Premises,the Lessee shelf pay for any Increase in the premiums for the property insurance of suchtuclding or buildings if said increase Is caused by Lessee's acts,orrsors chic,use of occupancy of the rusumses .4 lessee's Property,Business Sale rsupl aon Insurance,Vlcia&er`s CGrr€peraseHon trrstsrante- (a), Property Damage,Lessee shalt obtain and maintain insurance coverage onail of lessee's personal property,Trade Fixtures,and Lessee Owned Alterations and shiver Installations.Such insurance shalt be full rtpiateenant costto rmag¢with a deductible of not to exceed$1,000 per occurrence,The proceeds from any such insurance stern be used by Lessee for the replacement of t erson d poopeat9,Trade Fixtures and Lessee Owned Alterations and Utility installations ps) frusarespintrurruideve,Lessee soort obtain and maintain toss of intume and extra expense insurance in aromatic as wfft reimburse Lessee far,hunts;or modest loss of earnings attributable to all prods commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils,. jc} Worker's Compensation insurance,Lessee shall obtain and maintain sm rkso'cComistnsaticrn h scrrance in such amount as maybe required by Applicable floquirence€itm.Such bedspread prompt a lrydiver of$€abrogation'endorsement,Lessee shalt provide Lessor with a copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8,5. tit No[te theyear i`er of Adequate Caveralle,Lessor makes no r daresentation that the limits or forms at coverage of innovative specified herein are adequate to sever Lessees property business socu acao ss;tar obfiganonx under this Cease 8.5 insurance!Felines.insurance required herein alroarl be by companies.taa`sntaan# g dating the couti llerm a"General Poficyhol ers Ratting"of at least A-,till, as set forth in the most current issue of'Sect'€Insurance Guide',or such other rating as may be required by a tender.Lessee shall not do or permit to toe done anythengwhich invalyfie ae the required insurance polices,Lessee shall,prior to the Stara Crate,deliver to Lessorcertified copies of policies of such insurance or Geri fseates with topics of the required lasdor me ents evidencing the existence and amounts of the required insurance.No such policy shall be cancelable or subject to mollification parent after 30 days prior written redirs to Lessor. Lessee shall,at lease 10 days prior to the expiration of such policies,.prompt Lessor with evidence of renev arsof'insurance binders"evidencing renewal thereof,at Lessor may Increase his liability insurance coverage an sharge the east liscrind to Lessee,which amount shalt be payable by Lessee to Lessor upon demand Such policies strait be fare term of at least one Year,or the length so the remaining term of this tease, whichever is less,if eater Party shalt fait to procure and maintain the insurance required to be carded by it,the other Party may,but shalt not be required to,procure and maintain the same. 8,6 WisnournSubcastabon.Without affecting any other rights or remedies,Lessee and faster each hereby release isail relieve The other,and waive their entire right to recover damages against the other,for Coss at or damage to its property arising out of or maidens to the perils required to be insured against heresy,,The effect of such releases and waivers is not denied by the amount of insurance carried or required,or by any deductibles applicable hereto.The Irwye s agree to have their respective pr n erty damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee,as the case they be,so long as the insurance is not invalidated thereby: 8,7 indemnity.Except for Lessors gross negligence or rueful misconduct,Lessee shall indemnify,protect,defend and hold harmless the Premises,lesson and its agents,Lessor's tru suer err ground terser,partners and Genders,from and aga.nat any and all claims,Doss of rents and/or damages,liens,juap erierity,mnaltots, error neye and consu#cants'fees„expenses amho r liabilities arising out of,mealy°snit,err in connection with,.a Breath of the Lease by tessee soother the rise and ice occuparsyof the Promises and/or Protect by Lessee and/or by Lessee's employees,contractorsormodest,€f any action or proceeding is Brought against Lessor by reason of any of the foregoing matters,Iessee she lt upon notice defend the saute at Lessee's sus cla se by counsel reascs:nabiy forthi actary to Lessor and Lessor shall cooperate with Lessee in such defense Lessor need not flaw first paid any such ciaidir in reactor be defended or indmismfvad &Lf Exemption of Lessor and its Agents from stability,Notwithstanding the negligence or breach of this tease by Lessor or its agents,neither Lessee ear ks agents shall be liable under anyeircumstanees for:if)injury or damage to the Persian or l a chi,wares,merchandise or other property of lessee,Lessee's employees, c,}riLmoods,frailest,customary,or any ruler person in or about the Premises,another such damage of injury is caused by or results from fire,troops,electricity,gas, water or rain,indoor air quality.the presence of€nsidor from the breakage,leakage,obstruction or other defects ofpipes,firesprink€ers,raises,appliances,Plu b+ng, HVAC or iighong fixtures,sir front any other cause,whether the said i durytor damage results from c.andtteons arising upon the Premises or upon other starbons of the muldchis of vrfhich the Premises area part,or from other sources or places,(R)any damages arising from any act or modest of 3"other tenant@ of Lessor or from the failure of sector or its agents to enforce the provisions of any other lease in the Project,or bill injury to Lessee',toduriessor for any loss of income co-profit there!ro m Instead,it is intender/that Lessee's sole recourse in the event of siren damages or injury be to fire a claim rrnthe insurance isco ylhis)that lessee is required to rat mtsarr pursuant to the ortaverner of paragraph 8. S,a Failure to Provide Insura e.Lessee arkmarnexpers class any failure on Its part to obtain or maintain the insurance required herein will expose Lessor to n us and pa to ttaitytarise Lessor to myth costs not cearitemptated by this tease,the speeds of which wild be extremely difficult to ascertain..Accordingly,for any month se portion houved that Lessee does not maintain the retained insurance and/or does not provide Lessor with the requiredbindersorcertificatesevidencingthe existence of the required insurance,the lase Rent shalt be autorna iica d,increased,without any requirement for notice to Lessee,byin amount equal to 1 of the then existing Base Rent or$100,whichever isgeeater.The sholiesagree that such accurate In Rase Rent represents fair and reasonable compensation for the addMich risk/costs that Lessor will incur by reason of Lessescofaiture trimaintarn the required insurance,Such increase In Base Rent than in no event cvndiuste a € INITIALS IN RTDALS 0 2017 AIR CRE. AR Rights deserved. Last Edited,9/20/202311. d AM STGAZ-19.00,Revised 10-22.2024 Page 5 of 12 A,Dccu itdn Envelope ICE,236EO D2-9E23.42F AC 7-tMEFCIA24E25 waiver of Lessee's Default or Breach with respect to the failure to nuentainsuch insurance,prevent the exercise cif any of the other nights and remedies fissured hereunder,not relievetessee of nswa4gabon to annistatir the insurance spectfiref in this Least;:.. 1, thimage or Destruction. .. 9.1 Definitions, jai 'Pri raises fornicalLiawraa e"shalt mean damage err destrutbols to the invocurea treason the tremsess,other than Lessee Owned Alterations and Utility........ hessi e2thins,winch can reasonably be repaired tt 6 months or less from the date of the damage or destruction. ,asset shag notify Lessee in writing within 30 days from the date of the damage of destruction as to whether or not the damage is Portia or relit, im 'Premises Total Clestrecution'shaf3 treat damage er ismarretiirx to the Premises,other than Lessee Chances Alterations and flights installation-,and Trade fixtures,voich cannot reasonably be repaired in 6 months or less crash the date of the damage or destruction Letter shall houEYLessee insuriting within3t! days funis the date of the damage or destruction as to whether cis rice the damage is period or Troy (c) 'lrssttred toss'shill mean damage or destruction to improvements on the Premises,other than Lessee firetrap Alteratressand labicty usualli n ins and Trade futures,e duch was caused by an everts required to by covered by the insurance described its Paragraph 8.3pd,orespectere of any deductible amounts or coverage limits involved. (0) "Replacement Cost"shall mean the east to repair or rebuild the improvements awned by Lester at the these of thrcaecvurerest to their condition exisablif ormo tfiately prior theeto,including slertt chSion,debris removal and upgradics;required by Elie operation of Applicable Requirements,and without deduction jet 'Hazardous Substance Creopinus'shall rattan the occurrence or discovery of a condition involving the presence of,or a contamination by:a Hazardous substance,:in,on,or auger the Premises which receives restoration, 9.1. Partial Damage-Insured toss..If a Prembes formill Damage that is an Insured toss occurs,then Lessor shall,at lessor's expense„repair such damage(rut not Lericar s Trade Fixtures or Lessee Owned Alterations and Utll&ty inspheop s t)as cares as reasonably possible and this Lease shall Locations in full force and e€fare. ince4dicl,.however,that Losses shalt,at.Lessor's election„make the repair of any damage as destruction the erica cost to repair of which is 510,000ce Less,and,its shall event,Lessor shall make any appiicabke'rsucance proceeds available to Lessee on a reasonable basis for that pursond,Plistme rstanding the foregoing,Lithe required nsratince was not art farce at the insurance proceeds are not sufficient to effect such repair„the insuring Party shah promptly tly contribute the shortage in proceeds (except as to the deductible which is to va e's responarxidled,as and when required to complete said repairs, in the event,hoverver,such shortage was clue to the fact that,by reason of the unique nature of the iamprovements,full replacement cost insurance coverage was not commercially reasonable and available,Lessor shall have no codita con art pay for the shortage in insurance proceeds of to fully restore the unique aspect-,of the Premises unless lessee provides lessor with the foods to cover same,or adequate assurance zhereul,airline,10 days following receipt of written notice of such shortage and request therefor,if Lessor receives said funds or adequate assurance thertel wit lain said 10 day period,the party responsible for playing the repairs shall complete them as soon as eea3ornibly possible and this tease shall remain in full Loire and effect.if such funds or assurance are not received,.Lessor may nevertheless elect try written notice to Lessee swinish its days thereafter to:(if make such restoration and repair as is commeres0b,reasonable with Lessor paying any sivewrtage in proceeds,in which case this tease shall remain in fuR force and effect,or(ih have this tease terir done;330 days thereafter,lessee sna':r not be emitted to rei nterwessu ch of any funds contributed by Lessee to repair any such dacmageoroestrucftn,merroesparksa Damage due to flissull or earthquake shall be subject toParagraph 93,runwitfrsiaandimg that there Less,be some assurance coverage,but the net Proceeds of any such insurance shall be made avaiticide for the repairs if snide by either Party. 9.3 Partial Damage-Uninsured Less,If a Puemises Partial Damage that is not are Insured loss occurs,unless caused by a negligent or willful act of tesseehic which event Lessee shall maketherepairsatLessee'sexpense),reintermayeither;(L)reairsuchdamageassoonasr€.asenah4i9ossibleatLessor'sexpone,inwhich event this Lease shalt continue it pull force and effect,or hh)terminate this Lease by giving wr hen notice to Lessee within 30 okays after receipt by Lessor of knowSabby of the occurrence of such damage.Such termination shall be effective Water hallowing the deee*truth notice.In the event Lessor elects to terminate this tears, Lessee strati have the right within 10 days after rece sit of the termination notice to give Poster,notice to Lessor of Lessee's corn rstrio t to pay for the repair,of such damage wit hour veieribursomeric from lessor Lessee shall provide tesscsr with said funds;ar satisfactory assurance thereof within 30 days after making such eomrmtinent.In such event this Lease shalt continue ex full force and effect,and Lessor shalt proceed to room such repairs as soon as reasonably possible after the required fiends arc ararlable if Lessee dries not make the required comm4ment,this Cease shall unclut ate;as of the date specified in the termination notice, Rd Total ldestruction.Noewith urre ing any other orientation hereof,if a Premises Total Destruction occurs,this Lease rural terminate 60days Sol€owhis such Destruction,It the damage or destruction was caused by the gross mobit incisorrentitusnosconsfuct of Lessee,Lessor shall havar the fight to recover Lessor's missiblent from Lessee,except as provided in Paragraph g.ta 9.5 Damage Near End of Term.If at anytime i urisig the Iasi 6 obacaths of this Lease there is damage for which the cast to repair exceeds one arorsth's gaze Rent,whather or that an Insured Loss,lessor may terminate this Lease effective 60 days following the date of oeturremns of such damage by giving a written, termination notice go Lessee within.10 clays after the date at ornsissnce of such viscosity Notwithstanding the foregoing,iftexzec at that time has an everdeahe inatien to extend this tease or to purchase,the Premises,.then Lessee may preset"this Lease try,(a)exercising such option and(tit providing forcer with any shortage in insurance proceeds(or adequate assurance thoreaf)needed to make the repairs on or before the earner of th#the date which is Alf days after Lessee's receipt of Letter`s Written notice sputtering to terminate this lease,or(0)the day prior to the slate upon which such option expires.if Lessee duly em stew such cagrtiorr during such period and provides Lessor with funds(or adequate assurance Chereafl to cover any thrundge in�issurarce proceeds,Lessor shall,at tessor`zca€ramerciaity reasonable expense,repair such damage as then as reasonably possible and this Lease shall continue in full force and effect,if lessee fails to transfer such appears and provide such funds or assurance during such period,then this Lease shall terminate on the date specified in the term ounce,notice and Lessee's option shall be extinguished 9.6 Ababliciont o€Rent..Lessee's Remedies, (a) Abatement,in the event of Premises Partial Damage or premises Tmai Destruction sea Hazardous Substance Condition for which Lesseo is not responsible under this Lease,the beer payable by Lessee for the Loved required tot the repair,remeduation or rostra ilbrat of such damage shall be abated in proportion to tire degree to which Lessee's use of the Premises isurdersred.4utnottoeraeedt:•heproceeds(reactedfro the Rental Valueinserance,Afficifser obligations of Lessee hereunder shall be performed by Lessee,and Lessor shall have no liability for any such damage,destruction,rensediatioree repairer restoration except as provided nation, it)) fRertiedie-,if Lessor is obi€gated to repair or restore the Premises and does not cremzn users,in a substantial and attiariirgfsd way,such remir or restoration wither 90 days after such obligation slash accrue..Lessee may,at any time prior to the commencement of such repair or resu crisicke,give artn era notice to Lessor and to any tenders of which tosses,has romai notice,of convene ne election to terminate this Lease on a date not kits than 66 days following the giving of such chose.if Lessee gives such notice and such repair or restoration is not commenced within 30days thereafter,per Lease shall terminate as of the date opecir'ied in said notice,It the repair or restoration is commenced within such 30 days,this Lease shall continue In full force and effect.'Commence'shag amen ether the... uncctndirds"nor roc auathan of the preparation of the required plans,or the beginning of the actual work on the Pre hat,whichever Oro occurs, 93 Termination:!advance Payments,upon teradaration of this Lease pursuant to Paragraph 6.2(g)or Paragraph 9,an equitable tegusterr ou sha€i be made concerning advance Base Rent and any other advance.payments mate by Lessee to Season, Lessor shall,in addition return to Lessee so much of Lessee's Security Deposit as has not been,or is net ibex:requred to be,used by t.esaov 10, Real Property di es. 10A fiehniarem As used herein,the term'Rend Prop yT 'shaft include any torso of asysuctiond,real evens,general,special.ordinary us extraordinary,or names ferry or tax(other Chan mill ritance,personal Lice;tie or estate caves),rsrposersher nt money:and/or license fee oriented upon or levied against any legal or equitable interest of Lessor in the Premises or the Project,Lessor's right to other revenue therefrom,arts/or Lessor s business of leasing„by any authority having the director boniest causer trssax and where the funds are generated with reference to the Building address, Rea+Property Taxes shalt also include any tax,fee,levy, assessment a(charge,.or any increase therein:':()hobs ed by recent Of events occurring during the term of this state,intiuding but toot limited Co;a rharrde in the o;vnersnip of the Premises,and(4)levied or assessed on customary terc proment provided by Lessor to Lessee pursuant to this Lease. 10,2 E*oustru t cif Taxes.Lessor shall pay the Real Property Taxes a "icabta to the Premises provided,hionever,that Lessee shelf pay to Lessor the amount,If ant,by which Real Property Taxes applicable to the Preen€yes increase over the fiscal tax Year during which the Commencement Crate Occurs("Tax€acreree".),.Payment of any Sixth Tax Increase shall be made by Lessee to Lessor within 30 Mays after receipt of Lessee$ciukh rt statement setting forth the arraount due end warrrpiwtviden thereiaf.if any such faxes shall rower any period of time poor to or after the marric oororterminationofthisLease.Lessee'sshareofsuchtaxesstealtterproratedtea carver only that auction of to,,tax tilt ayrgsis ehfe to the su rold that this Lease is in effect lessor coup lxaw rvee elect to estimate the current Real Property Tuxes,and require that the Tat increase be paid in advaree to Lessor by Lessee monthly in advance with the parrnent ofthe We Refit,third monthly payment shag be air amount equal to;he amount of the estimated useta,spent of the Tax increase divided by the number of months rerna'reng before the month in which said oistalknerh becomes chaL unquoa€,When the actual amount of the applicators Tax increase is season,the amount of such equal monthlyprovince payments shalt be.adjusted as required to provide the Funds needed to pay the apyslitid ee Tax lenease,if the amount collected by Lessor is musts,ear to pay the Tax Increase whendue,lessee shall pay t essay,upon demand,such ad hearei sums as are necessary*to pay such obligations,Advance payments rose be intermingled with other moneys of Lessor and shall not ever hannust.in the event of a travels by Lessee in the performance of its obligations bride€this tease,then any such advance payments may be treated Cipor at an additional Security Deposit, ` O LNI TiAL Sdi3MALS 0 2017 Ads CRE. All Rights Reserved, Last Edited.9/20/2023 M44 AM GAZ-18.00,Revised 10-22-2020 Page 6 of 12 ,"DarcuSbys Envelope ID 36EQ4£ -'') 2 -82F -AO67-AF3 FCt 24 10.3 Addhionat i consu lope ts.exact thetarming atayching to the redundant this Paragraph 102,Lessee shall pay to Lessor upon demand therefor the indicant of any.increase in kteat Pusperty Taxes assessed by reason of Alterations or Utility installations placed upon the premises by Lessee car at Lessee's request or by reasost of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this lease by the border, 0.4 Joint Assessment,If the Pronslses are not separately assessed,ceasae't l6abiisty stta3tbe art separable sturptrst3usn of the"fax Increase•for all of the land and m rrocomen s included a hfun the tax parcel assessed,such suspension to be care:#us+vely eferrnined by lessor from the resprctdve v:#vatboiat ishat aced in the sssessor`s v,ork sheets or such either information as maybe reacessaley Available. 103 Personal Property Taxes, Lessee shall Pay,prior to deiimauenry,all tanesassescrd:against and levied upon Lessee Owned Afzerations;.Utility doyaRithicirs, Trade Fixtures,furnishings,equipment and all personal property of Lessee.When.. ssible,Lessee shaft cause its lessee(barred Atterstrans.and Utility Installations, Trade Fixtures,furnishings,equipment and all tither personal property to be assessed and billed separately from the rest property of Lessor-If any of lessee's said property then be assessed with Lessor's real proper ta,Lessee shall pay lessor the taxes attributable to Lessee's property within 10days after aeceps of a written stanitsent strung hold the taxes applicable to Lessees industry. 11. Utilities and Services,Lessee shall pat'for all water,gas.heal,Sight,Cower,telephone,trash disposal and other oplo e$,and services supplied to the:Promises, together with any taxes thereon,if any such services are not separately}metered or billed to lessee.Lessee shalt pay a reasonable proportion,is be detecsshned by Lessor,of ail charges gasup metered or hilted,there shalt be no abatement of rent and Lessor shall not be liable in any respect vehatsoerair for the inadequacy; stopfia le,interruption or discrushouaasre,of any utility or service ds+s to but,strike„labor dispute,breakdown,accident,repair or other cause beyond Lessor's reasonable control or&r cooperation with governmental request or directions, ts'ittin fifteen days of Lessor's written request,Lessee agrees to deliver to fester such intcrrrnaYon,documents and/or auth rnzy a r as Lessor needs in order for Lessor to comply with new or existing;Applicable Requirements relating to crocinterrial building energy usage,ratings,anti/cr the reporting thereof. 12, Assignment and Subletting. 12.1 Lesaor'sCorssentIpmulred. fat Lessee shalt not wiluntscip,of by operation of law assign,transfer,mortgage or encumber(Usloctivarse"assignor asshisprociff)or sublet all or any part of Lessee s interest in this Lease or in the Premises without Lessor's prior written consent. he Unless Lessee is a conservation and its stock is publicly traded err a national stock exchange,a change in the control of lessee shall constitute an assignment requiring consent.The uncisEer,on a connotative @sus€P,of 25%or more of the votini control of Lessee shall constitute a change in control for this purpose. ul The in•rch ernerit of Lessee or its assets in any taatsadpory or spades of transactions(byway of mer$ae sate,acquisition,financing,transfer,buyout or otherWers whether or not a formal assignment or hypothecation of this tease or Lessee's assets occurs,which results or wail result fit a reduction of it*Net pound of Lessee by an amount.greater than 25%of such Net Worth as it was represented at the time of the execution of this tease or at the time of the most recent inclinations to whirr Lessor has consented,oa as it exists a rsnnedurtudy prior to said trarocaction at transactions constituting such reduction,whichever was or is greater,shad6e considered an axsig i m=tit of this tease to which lessor may withhold its consent,'Net Worth of Lessee"shalt mean the net worth of Lessee jexciud9ni any gustannans established under gtetradh,accepted accountng principles.. (dY Anasolun oust or subletting without consent shall,at twerar's option,be a Default curable after notice per Paragraph DA(d),Ora resn't rra6te Breach without the necessity of any cause and grace period,If Lessor elects to treat such unapproved saaryiment or stabliffing as a Harr„curable Breach:Lessor may either: hi,w(nurrate,this Least,or fill upon 30 days written notice,Increase the monthly Base hint to 11 of the pace Rene their in effect.further,In the surrin of such Breach dnd insists adjussounist,b)the purchase price of any ishoots to purchase the Premises hold by Unrest shall be subject to similar adjustorent to 110%of the Price prrie noses yr effect,and f c, af€fixed and non-Ned rental adjustments sctweduted during the renwhider of the space term shall be increased to 110%of the scheduled adjusted rent, le) i.r:ssee`s ceramic for any breach of leftegraph 123 by Lesser shall be limited to compensatory darnagas astert r injunctive aefrref. Lb Lessor may reasonably withhold consent to a proposed assignment tartrodertngif Lessee isin Default at the time consent isrequested, ho cur w itrstarid ng the foregoing,allowing de itunnors parforn of the Premises,te,24 square Peet or less,to tar used by a third party vendor in connection with the siesta laden old vending s nachwer or poyphone shelf not striounme a subtetoni. 122 Terms and Conditions Applicable toAsstgnment and Sublettlrrg. (a) Regardless of Lessor's consent,no assignment or subletting shall°p)be effective without the express written troomnption by such aseigreetaa ludessacire or she obligations of Lessee under this Lean,fill release Lessee of any obligations hereunder,or{till alter the Primary liability of Lessee for the payment of Rent or for the per forma are of any rather olu iabons to be performed by Lessee.... dti).. Lessor nray accegc Rent or pertorntance of Lesseer,obtalmoaas from any person other than Lessee pending approval at disapproval of an assignment. Neither a delay in the apprav ll or disapproval of such assignment nor the acceptance of Pent or performance shalt rain chute a waiver tar estoppel of Lessor's right to exercise its remedies tot Lessee's or Breach, is) Lessor's consent to ally assignment or subletting shall not constitute a ancient to any subsequent assignment or subletting, fit) In the event of any Default or Breach by Lessee,Lessor may proceed directly against Lessee,any Guarantors or anyone else repressible fort e p5erformani of Lessee's obligations under this ta^use,including any assignee or sublessee,without first exhausting Lessor's remedies against any other person or enhYY re menotche therefor to Lester,of any teturityhadd by Lessor. Oil Each request for consent to an assignment or soblektrng shaft be in writing,aceompanWd by information relevant to Lessor's determination as to the IrnwiC ai and operational responsibility and appropriateness of the proposed assignee or sublessee_„holuslirtg but not limited to the intended use and/or required modification the Premises,Oricy,together with a fen of$500 as consideration for Cessord considering and processing said request,tes ass agree,to provide l essar voth such tither or additional information and/or documentation as may be reasonably onessseed.{see also Paragraph 36) if) Any assigner of,or sublessee under.this Cease shall,by reason of accepting such assircurnrrt,entering into such sublease,or entering into possession of me Premises or any portion honest,be deemed to have assumed anti agreed to confer,»and terribly with each and every term.,covenant,ectrrbloss and obligation hereunto be observed or soiformed by Lessee:during the term of said assignment or sublease„other than such obligations as are contrary to orirota sistron with provisions of an assignment or sublease to which lessor has stion ifieally consented to in writing, (g), Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original tessee by this tease urtess turn transfer is specifically tensioned to by Lessor in ansuili.roue Paragraph 39,21 12.3 Additional Terms and Conditions Applicable toSubletting,The following terms and conditions shall apply to any subletting by Lessee of sit or any part of the Aceanasesandshe be deemed included re aft subleases under thistrese whether of sort expresslymccumrcaporshadow Ld Lessee hoists,assigns and transfers to Lessor pit of tessee's consists in all Rent franchise ass anywarhosit,and lessor may cotlettsuch Rent and apply parie toward Lessee`sobligationsunderthistease,surveyed.howeve,thatLaos a Breach shall occur in the performance ofLesseesobhgataons,Lesseemayctiliect strident, in the event that the invocuricticidetrad by Lessor exceeds Lessee's then outstanding obligations any such excess stiall be refunded to Lessee,Lessor shalt not,by reason of the foregoing at any assignurpho of such sublease,nor by reason of the reflection of Rent,be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of tweet's sciliiatons to such sublessee.Lessee hereby frrevcodisly aushor tier and directs arnx such sublessso,upon ueceipt of a vniet or notice from Lessor staring that a Breach exists in the performance of Lessee's obligations under this Lease,to pay to Lessor ali F,ent due pad to become due un ter the sublease,Sublessee shall rely upon any turn notice from Lessor and shall pay all treats to Lessor without any obligation or right tar inquire as to whether such Breach easily.a chwithstand3ni any claim from Lessee to the sontcary, ,a( In the event of a Breath by Lessee,Lessor may,at it,option,require sublessee to putout to Lessor,in which event Lessor shad undertake the obligations ofihe superior under such sublease from the tame of the winters aof said option to the expiration ant such sublease;provided,however,.Lessor shalt not be liable for any present rents or security deposit paid by such sublessee to such sublessor or for any prat r Defaults or Brezcheir of such subiessrtr,.. 4) Arry matter requ+a ng the concept*I the sublessor under asublease shall also reduce the consent of Lessor, id) Nosublessem shaft hotherassignor sublet all orany part of the Premises clathoust Lessees prior writtenconsent. Les lessor shall detcver it copycat any notice of Default or Breech by Lessee to the addressee,who shall have the right to cure the Default dt Lessee within tine grace Peru d,if any,cpecrffird in such notice... The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee 13 surplus;Breach,Rannefica, ".3.1 Zbefavlh Breach A'„petault"is defined as a failure by the Lessee to rannpty with or perform any of the terms,inucammu,conditions or Rules and tsars€r et ens car fier this tease.A'Breach`isdefined as the occurrence wriare or more of the€olkwhisg Defaults,and the failure of Lessee to cure turn Defeat cut kin any applicable grace betook ¢a} The abandonment of the morasses;or the vacating of the presents without breaking a cornnieredily reasonable level of security,of where this cervawrage of the property insurance described Les Paragraph 9.3 ishissi nficul as a result thereof,or without providing reasonable assdran[es to minimize potential 05 {by The failure of Lessee to male any payment of Berate€any Security Deposit requited to reshape by lessee here under,.whether to factor or to a third &btSTlAL lfal IAL5 C 2017AIR CRT. All Rights Reserved Last Fatted:9/20 2023 M44 Ali STGA2=I8 00,Revised 10-22-2020 (rage 7 of 1 Diesuffirge,Envelope ID.236EO4D2-9E23-42FS-AD67�OBEFCIA24E25 pane,whom due,to provide reasonable evidence of insurance or surety bond,or to social any obligation under this Luse which endangers or threatens life or... property,where s,Ah failure continues,for a perked of 3 business days following wrdrren notice to Lessee:THE ACCEPTANCE By LESSOR OF A PARTIAL PAYMENT OF RENT OR 5ECURITY fiEPORIT SHAYL NOT CONSTITUTE A WAIVEFt Of way OF LESSOR'S RIGHTS,INCLUDING LESSOR'SRIGHTTO RECOVER POSSEssiciesorTLIE Is) Thefa.ture rf lessee to chain Lessor and/or itsagernsaccesstotheProo;eryortheinermissity,cowrasm,actoractsconstitutin public orPrivate nuisarere.,.and/or air iidelfal activity on the Prosthesis by Lessee,where such actions continue for a period of 3 business days following wroter,notice to lessee.Inthe event that Lessee corns 'is waste,araudance or an illegal suctchvy,a seen d torre them,the Lessor may elect to cress such contrast as aores,curabie Breach rather than vidamte, to) The failure by lessee to species(I)reasanable written evidence ofconspEance with Aidubable Requirements,(0f the service contracts,(fiq the resstsatcn of an unauthorised assignment car sulbhettin8>fiv)ter Estoppel Cecrifftaze or tanandal statements,(Y)a requested subordination,fail evidence ronterniaog arcs guarantyandjcr Guarantor,(vi)any document requested under Paragraph 41,(v Ei)material safety data sheets pASCH),or(lidan,other€3acumentation or information which l esserrr may reasonably require of Lessee under the terms of this Lease,whore any swan failure continues for a period of to days irph wing written native to lessees.. hyi AD eftivit by Lessee as to the vacant,covenants,conditions or provisions sions of this Lease,or of the rules adopted under Paragraph 40 hereof,other than these described in subpa€agraphs 1.1 lialL hur PA or idl,:above,where such Default cancantors for a period of 30 days after written chrism provided,however,that i5 the nature of Leessre`s Defauk is with that more than 30 days are reasonable scattered for its cure,then it shalt not be deemed to be a Breach it Leassecousecrences such cure within seal 30 day period and thereafter diligently Prosecutes such cure to tarnpievitin. fib Tw occurrence of side of hit fthilownes evelov If)the making of any Sers-cal arrangement or ainciparnast for the benefit of tdsyfitryrs:his becoming a "debtor"as defined m 11 U S.C.:4 101 or any successor statute thereto butlers,in the case char petition filed against Cease,the same is dismissed within 60 days);(if) the apmanmost ra of a trustee Or receiver to take possession of substantially sit of Lessee's assets located at the Pren"Oe,or of tenee`s satirist in this tease,where possession seems veshe nd to Lessee within 30da o+ or ftv)the e lachisp nt,execution arother pnoclai seizure of substantially all of Lessee's assets located at the Poem ses or of Lessee°,interest In this lease,where such seizure is not discharged within 30 days;provided,howearen In the event that any precision of this subparagraph is contrary us any applicable law,:such provision shalt be of no Base tereff rct,and not affect the validity of the,adma's unis Provisions, f g) Tire discovery that any financial statement of Lessee or of any Guai enter given to Lessor was rearm is lyfalse, dr) if the performance of Layout's obligations under this tease is guaranteed ()the death of a Guarantor,(if)the termination of a Guarantor's Iubdids, with respect to this Lease ether than in accordance with the terms of such guaranty,(till a Guarantor's toposissinS meilverc rrr the subject of a bankruptcy filing,hv)a Guarantor's refonaltomnnor the guaranty,or(v)aGuarampar's,breach of its guarands,oblitifflards on arienticipsorsy basis,and Lessee's failure,within60dwsfofltsmbit written notice of any such event,to provide written alternative assurance or security,which,when ra mfrle with the then existing resources of Lessee,equals or exceeds the combined Financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease. 13,2 Remedies,JLessee fart'to perform any of its affirmative duties or obligations,within 10 days after written notice(or in case v:an emergency,without notice),Lessor may,at is option,perform such duty at obligation on Lessee's befraff,including but not limited to the+5btaiming of reasanabiy required bonds, insurance Policies,or gtkverninindal trouser,permits or mamoristy,Iiseree shall pay to Lessor an amount equal to I15 of the costs and expenses incurred by terser in such performance upon receipt of an invoice therefor..In the event of a Breach,tnistat may;with or without further notice or demand,and without limiting Lester in the exercise of any g aSRt or remedy which Lessor may haste by reason of such Breach tar) Terriourst lossior's right to Mrstaropas of the Premises by any lawful means,in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor, to such event Lessor shall be entitled interposer from Lessee:ti)slur rosiest Rent which had bees earned at the time of dermdnaticarr, hit the ormuw at she rime of award of the amount by whit£,the radiant rent which would have teen earned after termination unfit the tune of award exceeds the amcurnt.rf such rental.:,ors that the Lessee proves coufal franc been ieasesnably avoided;(lei)the worth at the three of award of the amount by which the untold rent for the balance of the term after the time of sward exceeds the currents of,vein rental loss sets the l.:essee proves could be reasonably avoided»and(nd any other amount necessary to compensate Lessor for all the dairsirrsent proximately caused by the Lessee's failure to perforrre its obligations under this tease or which in the ordinary course of things wt,uhs be 4drstyto result therefrom,sadisd?ragbut not limited to the rest of recovering parydrasker,of the Premises,expenses of reletring,including necessary renovirturn and alteration of the Premises,once enable attorneys`lees,and that portico of any leasing commission missi„rn paid by sectorin connection with this Lease applicable to the unexpired terra of this Cease,The swarth at ttse tonne of aurard of the amount referred to in provision(lit)of the brsoyaediateiy preceding wo ence shall be computed by discounting such overrun at the discover rate of the federal Reserve Bank ofthe District raith"sn which the Premises are insisted at the time of award plus one percent £tlrirtil by Lessor to mitigate damages caused by Lessee's Breach of this Lease chaff not waive Lessor's right is recover any darnages to which Lessen is players se ern`knrc if onvic ration of this lease is obtained through the provisional reready of urdawftrs detainer,lessor shall have she dille to recover in such proceeding any vilp his Rent and damages as am recoverable therein,or tessor may session run tight to recover all or any€tart harcebt in a separate suit.It a narice and m ace period required under thbagrnph 13.1 was not previously given,a notice to pay rent or quit,or to i silki nt,or quit given to tessee under the Unlawful decanter statute sr all also restrictions the notice returned by Paragraph 13.1.In such case.The appficabte Stands period required by Paragraph 13,1.and the unlawuui balancer statute snail run tuarreurrr„„city and this failure of tested to cure the default within the greater Of the two such grate sp rabdsshalf ionsi duce both an unlawful detainer and a Breach of this Lease wirricliter Lessor to the remedies provided for in this Lease and/or by sold statute...... $bi) Feaeinuethe Lease and l.wive`s right to possession and reactortheRentasitbecomesdue,inwhicheventLesseerraaysublettatwrefin,subjectnote to reasonable incursion'. Acts oaf manderaartce,.efforts to relit,and/or the appointment of a receiver to protect the Lessor's intervals„shalt not constitute a term nation of the Lessee's right to possession:.: ic) Pursue any other remedy noway hereafter available under the laws+orbeliclal decisions of the state wherein the Promises ate located.The expiration or timer i arker of this Cease and/err the ternaa irandirat Lessee's right to gossesse in shall not relieve lessee front liability under any indemnity frounsioras of this Lease as to matters taut irs t or aeetvessgdurnor the term hereof or by reason of Lessee`,occupancy of the Premises 13.3 lnclncernent Recapture,Any agreerren#for free or amazed rant tat other charges,the test of tenant improvements for Lessee paid for or performed by Lessor,or kn€the giving At paying by Lessor to or for settee of any cash or either bonus,fridueerraentor wassuderamor for herald's entering into this Lease,all of which concs snloos are hereinafter referred to as"fixErensinene Provisions,'shall be deemed conditioned upon lessee's fat!arts faithful performance of all of the to*tits, covenamts and cnndsnorecif decrease.Fisher Breach of this Lease by Lessee,any such Inducement..Provision shaft aromnatainiffy be deemed deleted from this lease and lef rats tunaaef Spree or etieet,:and any rent,other charge,bonus,induccur ent or consideration theretofore abated,Seven or paid by Lessor under such an induceaxcern Provision shall be Immediately due and parcuble,by Lessee to Lessor,notwithstanding any subsequent trite of said Breach by Lessee.The acceptance by Lessor of rent or the cure of the Breach which#initiated the operation of this schagraph shall not be deemed a waive,by Lessor of the provisions of this Paragraph undresspec,lea,ir so stated enwriting by Lessorao the time of card acceptance.... 13,4 tits CSSarges.Lessee fundbyacascro edges that hate payment by Lessee of Rent will valise Lessor to incur feasts not contemplated by this tease,the exact arrouret of whoa w+i be extremely diffrcu9t to ascertain:shah coasts include,but are net limited to,processing and accounting charges,and lace charges which maybe imposed m acir cessar by any tra der.Accordingly,,f any Rent she I not be recervdd by Lesser wither 5 days after such amount stull be tru%then.without any requirement for ounce to Lessee.,Lessee shall immediately tar tesssir a one-time late charge equal to 10%of each such overdue terac ure or$100,whrtte ssus is greater:The Parries hereby agree that such late charge represents a fair and reasonable ecttrrrater of the casts Lessor will incur by reason of sands Fate payment., Acceptance of such any,charge by Lessor shall in no event constitute awaiver of Lessee's Default an Breach with rassamt to such overdue amount,.ewer prevent the exact sect any of the other rights and(ertaedies granted hermarder-In the event that a late charge is paradvis hereunder,:whether or last cstcrocc,for 3 consecutive turns mentsof Base Rent,then€ortvforrylanafing any provision of this Lease to the contrary,Base Rent shalt,.athcsscsr%option,become duo arad payable quarterly as absence::: 13, .interest,Any monetary payment due Lessor hereunder,Other than late charges,-not reserved by Eessar,when due shall bear interest from the 31st day after it was due, The interest(°':fssteresL"p charged shall be computed at the rate of 1. For annuor but shall not exceed the an ixirsum rate allowed by law,interest is pavab e in ametiorn to She potential late charge pre varied for in Paragraph 114, 1.3.6 Preach byLessor... [al t3rt4ce of breath.Lessor shall not be deemed in breach of this lease unless Lessor fails within a reasonable than to perform an irdeallotcra required to be perforated by i now, For purposes of this Paragraph,a reasonable time shsap an on event be less than 30 days after receipt by Lessor,and any tender whose names ,and address-,h aii have boar,furnished to Lessee to willing for such Purpose,of written notice specitylr, wherein such obttgaelon trf Lessor has net been performed. provided;however,that if the nature of Lessor'sobliflation is such that move than 30 days are ceasonabty required for its pernesswe c,.then Lessor shall not be in breach if performance is commented within such 30 day period and thereafter diligently pursued toconaplenon, Ibb Per4u vnancn ky tiesxee nn 53ehafioiCease r.in the pra n:that neither Lesser,rover Lobster critics said breach wiwhan 3Q days after receipt of said notice, or if hartrng,',inturrenced said sure they do rest diligently pursue is to completion,then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and ra cvnrable cost to perform such sure,provided however,that such offset shell not exceed are amount equal to the greater of one poultry Base Rent or the Sorority Deposit,reserving lessee's eight to seek reimbursement from Lessor for any such expeosein excess of such offset,Lessee shalt document the costufsald ante and sa.m ur,&ild documentation to lessor. �49LS,rnv�fn,if the Premises or any portion thereof are taken under the power of ens€ismitcaus ainor crop under the threat of the exercise of sale power INITIALS INITIALS 0 2017 A R CRE, A l Rights Reserved. Last Edited, 120/023 11:44 AM STGAZ-1 .Lttr,Revised 10-22-2020 page 8 of 12 4s<iiCecrsus,n''"ccomdemsoadfcn'p,this Lease shall terminate as to the part taken asof tine date the cormdervtrreas authority lakes bile sir possession,whichever first oerurs ff roue thin YC ro the f urarkng,.or more than 25%of that portion of the Premises not caccul ded by any be ss'chmi,is takers byror errmatkin,lessee may,at tesyee's caption,to bt exercium in writing within Warren,after Lessor sh di tylve given Lessee aoidea'r unstraps such taking{or its the absence m such ruffle,withi¢t Waxer after the tondemraint cluthouty shall nave taken possession)terminate thrs tease aces the date the corsdemneng sutherity takes such posseinn n,if Lessee does not rerczamriate cssh;Lease to aceorctance with the kinkiness,this Lease their rer'naan mfdo force end aspect as to the portion of the Premises remaining„except that the Base stem€ihalf be reduced an prick arplays to the eerStittaoza in uti ey of the processes caused by such Condemnation..Cande smarkin awards aurksor payments shalt be the proliete,oftesorywhethersurzawardsha0bemadeascornpturaidfunfordiminutionusvalueofthe#eeyessiod,theval eoftheparttaken,orforseverance darmacts;provided,hovre my that Lessee shah be entitled trades,compensation paid by can constructor for Lessee's saturation expenses,bass of business for dvind arid/or Tr ade Fixtuxec,without reports torathether of not this Lease is terminated thurivissit to the provisions of the Poinflormly,AllAlterationsandUnBityinstallations made to the Prercal.=;es.by Lessee,for purposes of Conderr taro rt cony,shall be considered the property of the Lessee and Lessee shall be entitled to any and air torrim rssation which is payable therefor.in the event that this Lease is not tern arsated by reason cif tut Condemnation,Lessor shall repair any damage to the NernieLscaused by such Cond rn na sys, . .. 15, Brokerage sees< 15.1 Additional Commiss€aril,in addition to the payrtmryourc oard pursuant to:Paragraph 19 a rears,tessar agrees that(a)if traces exercisers any Option,did if Lester-ar a,ywor afftltated such Lessee atqudres any rights torn,-Phrospa4 ar rather premises trussed accesses and located ielomPm the same project,bank within which the Pe<rmiter is scratch,icjdt Lessee remains in pt yeirssern of the forest es with the consent of tessar,after she expiration of this Lessen yr 16)it#are Rendit incveasth,rsuerhes by aSreemeuvt or operation of intercalation clause herein.then,Lessor shalt pay Brokers a fee in accordance with chicken schetltale of the Brokers in effect at she rime the Lease was executed,The provisions of this paragraph are intended to supeaserks the provisions of anyeadler agreement to Lee wraliare 15,7 Postimption of Obligations Any buyer or transferee of lessees interest in this Lease shalt tre shoused to have assumed Lessor's obligation hineunaier. Brokers shalt be third sham beneficiaries of the provisions of Paragraphs.1.9,15,22 and 31 If Lessor Lallans Pay to Brokers any arnourits due as and for Brokerage fees pertarrriraps to this Lease when dace,then Such amounts shall accrue interest in addition,if Lester h insta marany simourds to Lessee's$east when due,Lessees Broker may wend oeTioen notice to Lessor and lessee of such pasture and if lessor fails to pay yeah armour e ra thin iB days,after said rostice,lessee shalt pay said mantes ace its Baokr farad offset such amounts against Real,In Addition,.Lessen"s Broker shall be deemed to boa third party beneficiary of any commission agreement enierred into by arrmor between Lessor and Lessor's Broker for the limited purpose of exhorting any brokerage fee awed. 15..;t.Representations and indemnities of broker fushillarriships,Lessee chip Lessor each represent and warrant to the other that it has had so dealings with any sarcasm,,fsrr,,music,asynt or finder{;racer than the Breakers and Agents,if any)in connection wit In this tease,and that no one other than said named Brokers and Ash ens o eeert#eel:o any ocio r osier or tinder's Pee in connection herewith Lessee and Lessor do each hereby agree to iridescently,protect,defend and hold the other hariisk-s hoot and against omil:ty for ca pen+,,aHoat or charges which may be claimed by any surfs usuchrom broker,herder As other similar party by reason of any de*aunits,or acinviv of the asif rmictyang Party,.Widening any ascot,expenses,attorneys'fees reasonably incurred with respect thereto.. 16 Estoppel Certificates. jai Each Party(as"Respo idingPare")shall within Sir days after vzrdlen notice front the other Party(the"Repo tong Party")execute,Acknowledge and deliver to the Rms'auesting Perry a statement in writinginform similar to the then mostcurrent'Estoppel Corkfeurat`„form pubSishedby AIR CRE,plus such additional innis matiar,taia"ira;;at'ton and/or statements as maybe reasonably requested by the Requesting Party.. (tit if,,he Responding Party shalt fail to execute or deliver the Estoppel Cortsuaret within such 10 day perracS the Rechiestreg Party may execrate an. f.stcsppet amert.9ieate semis that:b)the Lease is in full force and effect without modificationexcept as maybe represented by the Requesting Party,(tit there are no ua;rurod defy ut"io ire Requesting Party's pea#its trace,and pri)tt tesper is the Requesting Party,not more than one months rent has penetrant In relvarra e..... Pcorpecoro,porchawri,and encrenceancers may rely upon the€orp estuag Parry's Estimpet Cer ificate,and the Responding Party shall be estopped front denying the Mill t>p the lirc..ts c%aetiainea;in card Cer ifunce,in addition,:lessee acknowledges that any failure on its part to provide such an Estoppel southeast,will expose carrier toroyaand priumoahirstore±ectortoincurcostsnotcranomptatedbethisLeas,theextentofwhichwild be extremely difficult to ascertain,.toothpastes,should the Lessee hall to exec.ane abettor deliver a requested Estoppel Certificate in scenery Anyone the monthly Barristers suet,be aotornadicatiy increased,mothers any rprourrunens for no#?ce to lessee.by an amount equal to 1 of the then existing Base Rent or$100,atiodaever is greater for remainder of the Lease.The Parries agrite thai such inere-tase in Base Rent represents her arm responsible compensation for the additional i iskla rsax that Lessor PAR incur by reason of lessee's failure to fyxxv isle the 5stoppe Cernfisata::Such increase in Base Rent shall in no event ton3fftute,a waiver of lessee's ttef ni t or Breach with convert to the A lkire to pro,vote tie Evustri e:t Cyro6cate nor prevent the exercise of any of the other rights and rented es granted hereunder, lcs if a minor morresto finance,relmanst o or sell the Premises,or any part thera b Less"and all cuaearyuryshall within 10 clays after written notice from Livicarbelileris any potential lender orsaysichSsee designated by Lessor such fSninca statements as maybe reasonably required by such lender or purchaser, inclurtrsg ii,t mart hrnned to Less`ee's firmaracfal Statements for the part 3yearc Ali such financial statements shag be received by Lessor and such lender or purchaser to aonfineence and ruler be used€inlyfor the purposes herein set forth. 17., frefto ion cif icksar. The terns"Lessor"as used heretic shall mean the owner or owners at the ricee in question of the fee sitar to she Premises,ad if this is a a+th'r asp,of rum tes.ee".interest it the prior kuye in the event of aYvanster of Lessor's title vrinterest in the Preen sea or this Lease.Lissom shall deltion to the teandarev or stsilr,e,fin rather by credit)any around Security Deposit held by Lessor Capon such transfer or assignment and def#veryof the Security Deposit,as attire;aid,the pf:nf iostior shalt be relieved of act Warrant,with respect to the obligations and/or covenants under this tease thereafter to he performed by the Lessor, Subject to the fief,m bill,the obligations ampair connector in this lease to be performed by the Lessor shalt be binding only upon the Lessor ashereimsabove defined, 18, Sesc rability.The invalidity of any provision of this tease,as determined by acourt cif competent jurisdiction,shall in noway affect the validity of any other pnxv=5wn cereoi M Days,ttsaless irdi.rwise specifically deposited to the contrary,the word"days"as used in this Lease shelf mean and rotor to calendar days:. 10 thysitAhein on t andlity.Theobfifeturns of Lessor under this Least sharp not substitute personal ofallgatsans of Lessor,or its partners,members,directors,officers in e arefsoiders,gird lessee sisals took to the Premises,and to no other assets of Lessor,for the satisfaction of any thord id,of Lessor with leaders,to this Lease.,and chat not seek recourse agancy Lessors partners,members,directors,officers or share emarrs,or any of their personal assets for such satisfaction, 21. Thane of fssenwr.T me is of the essence with respect to the performance of ail obligations to be performed or observed by the Parties under this Lease 22, No Prior rer rather A€oare ey%Broker Disclaimer This Lease consider all agreements between the Parties with respect to any matter mentioned herein«and no other prior or contemp rymodius agreement or understanding shelf be effective.Lessor and Lessee each represents and warranty to the f rokers that it has made,and A ratysrtg solely rip=airs,as awn investigation as to flip mslwe,.apat6ty,character and financial responsibility of the other Party to thin Lease and as to the use,nature, quaint'and character 49 the Premises.Brokers have no responsibility with respect thereto or with respect to any default or breath hereof by either Fatty....... 231 Notice tke c:srer aeme..All notices required or permitted by this Cease or ater cable hard droll be to writing and may be delivered in persons Joe hand Cx by course r)or inlay be onaat by regular certified or registered mail or VS,.Postal service Express Mall,with postage Prepaid,or by facsimile transmission,or by email,said shah be deemed suf'tidenny given if served in a over r p p ecified in this Paragraph 21'the addresses aided adJacent to a Posters signature on this tease shall be that Party's:ae#elre3s t[r=clelivs:ry or mailing od notces.Either Party may bywrittera notice to the rather specify adif#'erersc Address for rhydre,except that upon Lessee's ?ak:sm possession of the Premises,the Premises snail constipsts,Lessee's address for notice,A copy cif all notices to lessor spell befi YnCurtenthy twisla ritted to such Pont frames a:scc4r addresses as Lessor may from time to time hereafter designate inwriting 23.,2 DanciffiNsu§re. AnyAeriessentbyregistecedarcortihedmail,returnreceiptrerg.tested,shall bechrnsed given on the date of delivery shicareon the rr ceiisl card,or if nis delivery date is shcwrn,..the postmark thereon.if sent by reguirte mail the notice chair be ditemed given 72 hours alter use same as addressed as required herein and mailed with postage Prepaid.Notices,delivered by pulsed States Express Mail or overnight courier that guarantees next tray delivery shall be Meshed giver 24 hours after delivery of the same to the Postal Service in courier.:Notices delivered by hand,or transmitted by facsimile transmission or by email shay be deemed dricaered upon attsaat returns.If notice is received on a 5awrdap;Scandal oa 1pgai holiday,it sroLf bz deemed resolved on the next business day. 213 options..trot at€ssTa+ailing the foregoing,in order to exercise any Options{see paragsk@.rtm 39),the Notice must be seat by Certified Mail{return receipt equessed+ Express carol hsainatute rec hreip,courier(signature required}or some other methodology that provides a reactor establishing the date the notice was rs+ce reed by.tie.essof. 24, Waivers, Lai tax Wrivef by I occur of the[default or Breach of any term,covenant or condition hereof by Lessee„shalt be deemed a waiver of any other tenet, covenant or condition hereof,or of any subsequent Default or Breach by lessee of the same or at any ether i stor,covenant of condition sound.i„ess resaom test ur Tre of,any let sisall not be deemed to render unnecessary the obtaining of Lessor's consent to,or approval rovatof any subsequent OILSimilar act by Lessee, ;be hAI T f€tL S ptdlTl AL 020VAtR CRE. A I Rights Reserved, Last Edited.9/20/2023 1 L44 AM STGAZ-18.00,Revised 10-22.202D Page 9 of 12 A'DescuSitin Envelope iD.2226EO402.9 23-3 F AO67- BEFCIA 4 cor ,nr•.:eei as the basis of an estoppel to enforce the provision or provisions of this Lease resluaring such consent. lb) The acceptance of Rent by lessor shelf not be a waiver of any Default or Breach by Lessee.Any payment by(serer maybe accepeed by Lessor on ccovnrof isionari.ordamagesdueLessor,notwithstomlaganyqualify-.riffstieemrntsorconditionsmadebyLesseeinconnectiontherewith,str4€ichsuchstwe nts and/or cony rcotchair beofriteforce or effect whatsoever unless specifically afford to in writing by lessor at or before the time of deposit of such payment, „c T,„EPARTIES AGREETHAT THE TERMS OF THIS LEASE SHAtL GOVERN WITH REGARDTO ALL MATTERS RELATEDTHERETEAtdCi HEREBY WAIVE THE PROcASIONStFAvY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT S CdST'TUTEiSINCOMMSTENTL*ITH,THISSlEtt.r^"e.... 25, Disclosures Regarding The Nature of a Rdai Estate Agency Relationship. (a) When ersterung nto a discusskon with areal estate agent regarding areal allow,transactaaan,a lessor or Lessee should from the outset unchras and w,at true o%agency relationship on representation it has with the agent or agents in the transaction,Lessor and Lessee acknowledge being advised be the brokers in C is tray+traction,as.fog sysva {3 LessorsA.ens A fasten's agent under a borgagreforient with rho Lessor acts as the agent for the Lionto ross,A Lessors agent or substrodit hr.sin,fait+aysrogafirnimiveokras"gatiana.Tp the Lessor AfiduciarydutyandadutytogrotecttheLessor'sinterests.7othedesseeandCsthorPrwfies:A duty todeal famyw,th use Lcsstre and other partiesto the transaction, ToAdtPcrrldia.A Role to distiose in writing any information known ts the agent materially affecting the t,assGdera'icvs to.ie paid by any Party or the value or ctesirsiWi ty of the pitilessly,An agent k not obligated to reveal to either Party any confidential information obtained from the tither Party which does ncturvotve the aifirmadve duties set forth above, .. !re)..aessee"zsi tnL An agent can agree to act as agent foe the Lessee only In these situations,the agent is not the Lessor's agent,even if by agreement the agent may receive compensation for services sandy,red,either in hall or In part from the Lessor,An agent acting only for a Lessee has the following azl4trcraveab3.getions. rothetmnrir�A iitdars„rt duty and a duty to Lobster and prabotrye the tesseAs opecedy. 'to the Lessor leed0ther fdyuyc; dutytodeatliptly with tr,.e Lessor and other santtesto the transaction TrrAfflictunts., A duty to disclose in writing anyinformaymn known to this agent materially aftching the rc,no4turation Is,br:-paidbyany Party or the other or doldrrlditty of the property An agent it,not Abdicated to letter to either Party any corifisrusbal reformations obtained iru ra tP.r other Party which Free not involve the affirmative motors set forth above. ,,,.} Aare,>rPsarescnain £rashLrzsarawrrfr:.ea�see.Arealestateagent,either acting directly or through one or more associate licensees,can legally be the a cc nl of both',,he Lessor and the Lessee in a transaction,but cooly with she Frio ]edge end content of berth the ltseco and the Lessee,in a dual agency situation, the agent has the folkswong aftsrournve obligations to booth the Lessor and the Lessee:(a)A fiduciary duty and a duty to protect and prat to the interests of both Parties ut the dea'tngs mouth#,that lessor or the Lessee:{b)Other duties to the Lester and the Lessee as stated above in subparagraphs(7)of hi},in represetr dig both Le,sor and;ester,me agent may not voittrout the express permission of the Iaspective Parrs,disclose to the other Party that the Lessor will accept rent is an aaocaurd leas than that indicated rt,the baring or that the secure is willing to pay a higher rent than that offered,The„trove duties of the agent In a real estate transaction do ri,a(es ieve a sawcr or lessee Franca the responsibility to protect their own interests,Lessor and Lessee should carefully read all agreements to assure that they ,,requate?r express:their understanding of the transaction„A real estate agent is a person qualified to advise about rest estate, if legal or tax advice is desaren,err vit du Suckers have normarcesd alikva with respect to any default or breach hereof by either Party,:The Parties agree that no lawsuit or other legal proceeding involving any breath of duty,.error of worance,rely€nf to this teaseraaY be bcaught against Broker more than one year after the Start pate and that the asks,zy tineivzdlnff noun r.rtts and attorneys`fees).of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease;provided,however,that the Eoregcroar f limitation can earn Broker's liability shall not be a all icable to any grass neat hgence or willful in'scoadurt of sucds Broker. i s ester and Lessee agree,to identify to Brokers as"Confidential'any s corvirmicataxt or hiderre rt a a given brokers that is consideued by such Party to 26• No Right To Hiddoe er Lei ee has no higPsY to retain prssessaor,of the Preen set or any part thereof beyond the expiration or termination of this Lease,In the event first tester hands over,then the Base Rent shaft be iacreasetl to 350%of the Base Rent applicable immediately preceding the expiration err'lersninaieon. .r.,clover Baw Reis strait be calculated on crioothly basis,Nothing i oatasaed herein shall be construed as consent by Lessor to any holding over by Lessee. 27, Cumulative Remedies,No noureds,or eleirces hereunder shaft be deemed ex0tinve but shall,whereverpossible,:b cuanilafive with all other tanneries at law ire... 29. Covenants ar d Cosndidons;Consttucbon ufAgreeme:t,alb p ystrinons of this tease to be crbserweci or performed by Lessee are both covenants and cesridniss s, .tic-tsudngt`cx, o,ease,all headings and Idles,are for less convenience of the Parties lark slid shall not be considered apart of Hot Lease,Whenever required by the cti,text,tie s ruoslar shalt ndude the plural and vice versa,.This Lease shah not be construed as if prepared by one of the Parties,but rather occurring to its fair n-,raring as a Brat:,.e.,as if tootle futures had prepared it.. . 29, Binding Effect,Choice of Low-This Lease shall be lending upon the Partwes,ti eir personal representatives,successors and assame and be governed bythe faes, of the Stale in which the Promise;are located..Any tita tatlon between the Parties hereto cortcern3ng this Lease shall be initiated in the county in which the Promises arelossind 5>gnai<,restoOutLeasetccornplrshedbymeansofe3ecticaresillostutirofsimilartec nologyshallbelegalandbinding, 30, Salsop Timor, ,terroncent:ydonnpPsturbance. 30A Sumin irset ot,Ihis Lease and any Chinon granted heaeby shall be subject and sialsordisele to any ground lease,mortgage,deed of trust,or other hypotr;wantm oe security derite€rmlectivery"Security Device"),near or hereafter placed upon the Premises,to any and all advances made on the security thereof, arts]to art rnneawate;nocaparriscon,and extenslons thereof;..Lessee ag€rrs that the holders of any such Security Devices(ire this tease tagethef referred to as":Cevrdez`) shad h,,e so san h y or oil Batton to perform any of the obligations of Lessor under this tease.Any tender may elect to have this Cease arrdJoP any Option granted t,,rebr,wpirrim,c the lien of its Security Device byg,winff vwrttteanotice thereof to lessee,whereupon this tease and inch sTPborn'shall be deemed poor to such S:c,rray Device,notwithstanding the relative dates of the do vinsenta kin or recordation thereof. 30,2 nctN€nment.in the event that Lessor travelers bore to the Fsns,ses,or the Premises are acquired by another upon the foreclosure or trunso abonof a Secr.roy(Livice To;,glitch thus Lease is sub irdirraied(d Lessee shaty subject to the rsarr,doninflo ntie provisions of Paragraph 303,eosin to such new mchdr;and upon ieq rs%.emerintoarre-ulease,containingaftofthetermsandproviclonsofthisCease,withsurhncontu ner for the remainder of the term hereof,ov at the elircrosis of the,:,evs,,Pwne±r,This Lease w:ti testis sticalty become anew lease between Lessee and such new scorner,and(it)Lesstaw shall thereafter be relieved of Anyfudher ruriivinn,m,rover.,.ter and such new owner shall assume sit of Lessees obligations,except that such new fawner shall nos:(a)be liable Coe any actor orrossrc not any svill"H or uv.th fedora to-funs tatu"rof prior wripa sti ti6rc at to a serchho 1b)be subject to any offsets Or defense3 which Lessee might have agithist any prior lessor,is be?;rywro by f relsayment of more.:than one nistrahy rent,or(ch firer liable for the return of any security deposit paid to any prior losses istrush was not paid or cred,,i>s ry.tgh set„a'a+cownt*a`, l 3 Nom tisIurisence.With respect to Security Devices entered into,by Lessor after the execution of this Lease,Lessee's subordination of this Lease shall be subject to motru ink a commercially reascrnaine yont-distur9aance agreement(t arACon-rabourbtateAlostar oyst°)from the Lender which Pron0r urb rods Agreement provides that Les=sen's y assessmir of the Prene ors,and this Lease,.including anYaptiarsto extend the term hereof,will not be disturbed so long as tessee is not in theach hereof an d ancsrns to the record owner of the Premises,ises, further,within 60days after the execution of this lease„fosters shalt,if requested by tessee„use its toansne,crairy reasonable efforts to obtain a M1n -31is2urbancr Agreement from the holder at any pre•eaisk ng Security Roofer wrh'scti d secured by tier Premises,to the erer,t:?un t es:o,is unable to Mandate the Preset-Diourtaarccr Agreement within said 60 days,then Lessee mayor Lessee's option,darechs contact Leader and attempt to negotiate forme execution sad delivery aid hdra,C)isturtnu ce A;greersnent. 30A Self-Executing The agreements contaided in this Paragraph 30 shall be effective without the execution of any further documents:provided,however,that, upon cv1"ttter7 cep,,t:st drier,kiwear or a Lender in connection with a sate,financing.At reisssarcing of the Premises,Lessee and Lessor shell exeeeate such further ardently as maybe rivicaranly required to separately document any subordination„internment and/of Poo-Cesturbance Agreement provided to herein, 31, Athemesn'tees;if any Party or Broker firings an action or proceeding arvotving the Promises founded in tart,contractor equity,or to declare rights hereu,nor,in,-l:eva a ng Party far hereafter defined)in any such proceeding,action,or appeal theroam,shall be entitled to reasonable a#woesreys,.(ees.Such fear may be a wsntietS in the sane suet or recovered to a separate suit,whether"or not such action or proceertirng is pursued to decision or Sandiness.The term,"Pressalitng Party"ehsll,nt.rtiade,without Jrrriundin,a Party orBcoker suresubstantially obtainsordefeatsthereliefsought,ast e case maybe,whether by compromise, sett`.2;aeek,:t..la,ff,vat..or the abandontruirit by the other Party or Broker of its ctaim or defense.The attorneys'fees award shot€not be compueen in accordance with any court ice ache use,but icur be such as to fully reimburse aff attorneys'fees reasonably uccurresi,to addician.Lessor shall l e ens tSe;E 4caattorrrt^{s'lees:cpsts and consular;nr,or red,n the preparation and service of mettles of Default and consultations in connection ehenronth,whether or cast a legal action ds subsecfuently, commented:n zrs:tr,.echan with such Default or resulting$reach t5200 h;a reasonable aids germ par atturrenCe for such ierwites and connotation), 32, teasers Across,Showing Processes;Repairs,lessor and Lessor's agents iscall have the right to enter the Premises at any fiery in the case of an emergency,and lds>se at rvxasonabte rinses after reasonable Prior notice for the purpose of showing the tame to prospective purchasers,Langan,c+rEzaants;and making such alYtr tsr't,ep $,untru croyec roes err adjuhri ns to the Are isesas Lector roar deem neccir sary or desuabie arc!the erectmit,using and maintaining of i trletres, INITIALS c�� iNlT1ALS 0 2017 A,Ei R? A l Rights Reserved, East Etditeck 9/20/202311:44 AM TGAZ-18 00•fw [yell 10-22-2020 Page 10 of 12 e Di cuSphs Envelope ID 36EO4 72=+a 3-42FS}AO67-OBEFCIA24E2 finvoe,,.pipes and tendons through the Premises and/or other premises as Rrngas there is no material adverseeflace on Lessee's use of the Premises All such 4c.cranes shalt be vinfut abanyttlerb of rent or liability to lessee 33, Auctions.Lesser,shalt not conduct,nor permit to be conserved,any auction upon the Premises without Lessor's Dior written crmayl t.tess€sr shall not be obligated to e.rer6cr rly standard of reasonai7ferropss in determining whether so permit an auction. art. 51iffis,Less r noui space on the locations sodinarY."Far Safe'signs at any Lime cord srdinant"For t.pare"signs during the fr u d months of in,-door hereof,Excetae......... for ordinary"far seta e lse"signs,Lessee shaft not place any sign upon the Premises without Lessor's prior written consent.,All signs must comply with ail Applicable Requirementi. 35, Terefiation;Merger,Unless specifically stated otherwise or westing by tensor,the aschistaryor other sure eerier of this tease by Lessee,the turning termination or tar€se)W!,r'a hesrricri,.Ora drurnmalorin hereof by Lessor for$reach by revive,shini apersestira€ty terminate any sublease or lesser estate its the Prertti3as.:provided, however,that Lew3ct May elect to Location anyone craft existing subtemscees,Lessor's failure within 10 date hilksvairag any such event to alert to the taa+trary be xvrrtsers norhe to#ne holder of any such lesser interest,shall constitute Lessor`s election to have such event constitute the termination of such interest 3s. Concerns,All teauests for consent shall be so writing,Except as otherwise provided heyory wherever in this tease the consent of a trusts is required to an act by sir Pat the tither tarty,inch convert shall not die unreasrnably wlthhefd tar de fared.lessor's actual reasonable casts and expenses prictuddng but not Ismited to archi ects%y"isrne* ',.errganeers`and other crsrsulcants'leer}incurred in the consideration of,or response to,a request by Lessee for any Lessor consent,.Including but not urni ed to consents to,an assignment,.a subletting of the crresernce or use of a Haves ousSubstance,shag 6r paid by Lessee upon receipt of an invoke and r,.Viscivrodocuinfulaskintherefor,Lassoes consent t€a impact,assfgn entorsubjectingshallnotconshcoteanac nowledgmentthatnt Defaulter ideachbrintriers of this tease ox;cts,nor chaff such recreative deemed a volvic,of any Phten telonsig Ltefault or Breach,tx[plo as may be rc hruense specifically stated nn ryi ring by Unsir at Ose units or sucti co nail.The obbi€e nt specify herein any pJPTKtdtdr tcandlzicrro Yea Lrssat`s ersrtsent citations preclude the irmice da t by tessar at the formal tonsern of such v,ev,rev or cthee condmism as are then marearaabSe with reference to the particular mi tun f cr omph consent ri be nett eno In the event that either Partydfsagreptwdhanydetermirchirn issinstim,theolherehereunderandfreasonably?humanistthereasmnv$orsuchdeterrttdn2tars,.thedeterminingpartyshalifrraish kli reasor<.en wriarb a nd in re a-orrabte devul author lb laramess days f f nowing auth request 37, Guarantor 37.1 firevirtmir.The Guarantors,if any,shall each execute a guaranty in the form thirst recer e4y published byAlil CRE for use In the state of Arizona, 17.2 Delouft,R 0idl tonstitme a frefalth of the Lessee it arty,Guarantor Poets of fetuses;upon request a provide;:pit evidence of the execution of the guaranty, ind.divittars autl" .4ty of the party segoarsg or Cruararator's behalf to obligate Guarantor,and(n the Case tita corporate Guarantor,a certified sent ofa resolution of us truardofdirertnrsauvairtizingthe makingbfsuchguaranty,bocurrenthnancaalstatements,ndanEstoppelCertificate,ar(d)writtenconforrene sthattheguarantyis snff vt effect, 38, Quiet Posse*r,skim Subject to payment by Lessee of the Rent and performance of all of the covenants,conditions and provisions on Lessee's part to be observed and performed urger this Lease,Lessee shaft have usual possession and quiet enjoyment of the Premises during the term hereof: 39, Options, if Lessee is drained any parent,asciefined below,then the folksorraft provisions shall apply... 39.1 rnefintion,"Option"shall aro air (at the right to extends or reagear the term of or renew this tease or to extend or reduce the term of or renew any tease that Lessee has on snuff property of tssxps:po the right of fast refusal of first offer to tease either the Premises at other property of tessrur It)the right to Purchase, the fight of first offer to Purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39,2 fdonsirs PersaanalTea Y2rdbrral Lessee Any student granted to lessee in this Leave is personal to the original Lessee,and cannot be assigned or exercised by anivine of her;ban said original lessee and only while the aadipinl Lessee 4s In full possession of the Premises and,if requested by basso,num,brssee caddying that Lessee has nobiteridon of thereafter asslgrdeff or subleding: 39. hiultipYa Opthers.Ir the event that Lessee has anyoush ple Options to extend or renew this tease,a later(3pttiass cannot be exuraped unless the prior Options hcVv Peen validity searched, ;'rr.4 sricda c3#aefau3son gat9ocet (a) Lessee shalt have no right toinieurceairOfldyxl;if)during the pound commencing with the giving of any notice of Default and ocarocaudgy until said Ctecau•ti-s curry,(hi wring the period of time any Rent ni imports(without regard to whether notice thereof is,giventesseeil,did during the time lessee isin Breach of ems tease,or hv)kn he event cost Larose has been fision,3 or meet traders of separate Default,whether or not the balloons are three,during the 12 awrinis perked a rnec.atrlypr2dedr5gtheexerc°rseoftterybdissen db9 The period of rime wallas as which an Conn n may Lae exeressed snatf not be extended of enlarged by reason of Lessee's de tality us exercise and Oppose tv,4vsat ic,his wrwivans of Paragraph 39.4fa)- ire AnOpdan shall terminate andbeofnofurtherforceorefeect,rachisthseand"sngNessee'sdueandtime6yexerciseoftheC3efistsit,afersuchexercise real poor to the commencement of the extended terra or completion of the purchase.(ij lessee gaits to Pay Rent gar a permit of 30 stays after such Rent branches dude tsvaltivir:airy a.er.c.ssity of lessor to give notice thereof),,of fill it Lessee common a Breach of this Lease 40. Mulhp+„CSuilifir s, If the Premises area part of a group of buitch a p controlled by#.essor.Lessee agrees that it will since by and conf rrdn to all reasonable rules and r:x"rWi nn,,s which Lasser may make from time to time for the management,safety,and care of said properties,including;the care and tleaniimess of the grounds and n,,.o i,,ha parking,trading and unloading of velecie,and in cause its empiayces,width ifs bumpers,ruchoster'sr supporters and hisidern,to an abide and conissm...: Is,;,our;.isc agrees to pay its fair shard of common expenses incurred to corrm akin who such rules and regulations, at, SecurRy hfieasures,Lessee hereby acknowledges that the Rent parable to Leader hereunder does not include the cost at quart{service or other security mintrures,and that Lessor shalt have cal Glop oneir wharstraver of provide came lessee assumes all res arms busty for the protectmit of the Premises,lessre,its agents and irsrratees and their property from the acts of shod parties,...... rig, fee enaat6dn5.Lessor reserves to nuaff the fight,from time to time,to grant,without the consent or orinder of Lessee,such easements,rights and deffications attar lessor demn,necessary,and to cause the recordation ofgrarcel name and restrictions,sirding es such eassforents,rights,dfulicatlons,maps and restrictions do not orsrederrabts,otcerfere with the use of the Promises byLessee,Lsaranagreestosignanddelivertolvise}(apsdccusrentsreasonablyrequestedbyLessorto 9flectu ar:e any tacts easement rights,dish nnin,map or feahtctivxoa ... 43 Performance Under Pratect.List any time a dispute shall arose as to any amount or suers of money to be paid by oust party to the other under the provisions bereof,rise Party against whroto the obligation to pay the nowass is astatine shall have the right to make payment"under test"and such payment shah not be nsclfrrid as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such shotm if it shall be adjudged that there was no regal obvicau'ri on the part of said Parry to pay such turn or any parr thereof,said Party runs be ratchets to recover such surer or sec much thereof as it was not t:galb,requ1n,ri tasu y..A Party who does not initiate suit for the recovery of suers paid'under proicurw wlthtri 6 months shall be deemed to have worried its right to proses#non;J.apt"Rpth of, 3uthcridi,h*ultime Parties,Execution, -.(a) 0 vither Party iterate is a corporation,trust,invited liatelfty company,paythershm,or sonars tuddis each inifividualfarsuchists this tease on behalf of ch enthis rc;reserns aid warrants that he fu she 1%duly authorized to institute and deliver rhss lonne on its behalf, Each Party shall,within 30days offer request, dr,Hver is,rye ocher Party saridaetory evidence of such authority, pcS If this Lease is ereetrad by more than one person or entity as'Lessee',Parry such person or emote,shall be pontryand severally liable hereunder,It is agreed tort arty one of the named Lessees shalt be empowered to execute any an erierdent Its this Lease,.or other dishw mint analysis,thereto and clad all of the risonee Lessees.and Lessor may rely lei the same as if all of the named Lessees had mrs,rYed such dr current, {c) I his°ease maybe executed by the Parties in counterparts,each cry which shall be deemed aneriginat and all of which together shalt cots s time uree and Vor same inisnament, 45, C(nittkl Any tonhict between the printed provisions of this Leaser and the 4ypetttalent or handwritten Ee veinonsshall be controlled by the typewritten or haodwrittrn Provisions +46 Offer, Presu rarcn of this Lease byefther Portent sheer agent and submission of same to the other Party shall not be plessured an bistros lease to the other Aver; this Lease is not intended to be binding chap executed and deaven ed by all cartes hereto. 47, Aeiivnttrrsents..'Tho,Least may be nta efied sort in wrihog,signed by the Parties in interest at the time of the intiffificamoss,As long as they do fir t staunchly ,throcGe tessee's orsl:gr a tins,hereunder,Lessee agrees to make such reasonable roan-axo etary rr':rtxiifieatiorts to this lease as may be reasonably required by a tender i a 4W' TNITIAL,S lvNFi L ita 201 AIR CRE, AIi Pightt loteerved, toes Edited E;E0t`20231IA4 AM STGAE.18.00,Revised 10-22-2020 Page 11 alf 12 „,DocuSirgtt Envelope 0 236EO4C)l-9E23-42F5-AO67-OBEFCIA24E25 . ,i:—nyd& Wchlheithfasssngofino pti financing orrefanaressrgof the Prerrases;. 48, Waiver of Jury Trial,THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY €7R AR SING OW OF THIS AGREEMENT.. 49, Arbitration of Disputes. An Addendum requizng the AhAtratian of all disputes between the Paardes andlor°Brokers arising but of this tease€. , as^ floor nt+t hoaad to this s-ss€:- - $0. .Acres laRty,Americans with Disabilities Art.Since compliance with the Americans with Disabilities Act(ADA)and other state and focal accessibility statutes .rre asependens upon Lessee's specific use of the Emirates,Seven,makes no warranty or reprasaarsation as to whether”not the Premises cam9lywith ADA or any ma.ar Iegrxta'hun.:to the event that Lessee's use of the Premixes requires modifications or addrricur,to the Premises in order to be in compliance with ADAor anther :,c,,sh",LN,).tatules,.Lessee agrees to make any such necessary modifications andicar additions at Lessee's expense, LESSt7FR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THISLEASE AN EACH TERM AND PROVISION CONTAINED HERFIAL AND BY THE EXECUTION t FTHIS LEASE SHOW THEIR INFORMED AND VCHUNTARYCONSMNT THERETO,THE PARTIES HEREBY AGREE THAT,ATTHE TIME THIS LEASE IS EXECUTED,THE TERMSCO THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT ANDPURPOSEOFLESSORANDLESSEEWITHRESPECTTOTHEPREMISES..... ATTEtd1"10W. NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CAR OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,LEGAL EFFECT,OR TAX C019SEQUE14CES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATIES,THE PARTIES ARE URGED 70 1, SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES Of THIS LEASE, 2, RETAIN APPROPRIATE CONSULTANTS TOREVIEW ANDINVESTIGATE THE CONDITION O€THE PREMMES.SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMIT:D TO:THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,THE ZONING OF THE PREMISES,THE STRUCTURAL INTEGRITY,THE CONDITION OF THE ROOF ANDOPERAIING SYSTEMS,ANDTHESUDAIDLITYa2FTHEPREMISESFORLESSEE`SINTENDED USE. Wfiictfif,sl.if THE PREMISES ARE LOCATED IN A STATE OTHER T14AN ARIZONA,CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REIASED TO COMPLY WITH I HE taxonS OF THE STAVE IN WHICH THE PREMISES ARE LOCATED, y107E,ft either Party to this lease is a married Individual,both spouses may Breed to execute this tease In order to bind the marital inarrommIty. Tire EQ,t>r - �srezo raveaaecraed this tease ad the place and Sir the enter specified above 1heirrosidetavesignatures, %A.xct„eda Exrcuteda ll v..,..., �q�`si ..�. By LFS501L IPFLESSEE; ...... rilaraae,rinsed ,w,. *' etas :N;amePrioted i- zT 3� tTkT ` ,I Phone. .„dw wk a �.._ w 1 ., fax: E ,a:.t �aA.,.. 'dm.,':ssdatr,aL,�.: ,,,wA ww,.ww.. frnAvi; „ e ?w;�a,waa.»~w,L„m�w,«3�.,�..;w w..�:,.ts.wL.✓�,�:;+v. rdarte>>r n:e" Name Fvinted: �. 1?tA Trite; fns=a€€. ..m. w;.,:..., ..„.,.,. ..�.,.;�:,� ::..__ Eamon ,ad,nes ., b, ,s. .,,.L,,,..k,,,,.0 s,, -'E., Address; ......�.... Sr wawa.+ mw w..,wi w»�ua,»wr w.w., w.xcumv«w., „uw.u:brawvaww+r..v�..,.aur.++.a..wwxa..xxwara. }tCt t '- At4n L Tili, ,wiL .µ.«ww.ww �..... Tifll rli,;.r_c;. „+%...x.w,w .v�..:...:.a.aa.«Lw,w .w.zss.:n,w".•; :5„..:t.aT,..v.a,:...,.:,1...aw.'+.... Address:Phone ,:,: waM..m.ww,.ua„a.„,....,zR�,r;�;m..'�R.«wF',..:l, .sa.tekr+" n'.� Pharnio mdwww,:uwuwwarw.mmu:�,mww.wnc«�mwa,n.wwmmwm..,.ww..nana ka... .,wA ARw.a..h,�4Ewu4wa'd'*uw.awSwfitwvw.amwm g Los: Ceb. leµ Y . ., ,w,.,ruw..H«.,wa A.,....». ww.,.,r«w,av w•w FrmuL feiSeYa{IOh#Ca�.- ' E oa e,s iukt no!a Broker License d: i?. 5,0{ ., Arc-t1ncomrd Agent License fir AIR CRE *httMativiv suairtre,saa»* 743-637-9777*torrecatcs atrcraxoare NOTICE<No gean of abase works may be reproduced in any form without pernsfulon in writing. txa � si a INITIALS INS ffA6 0 2017AIR CRE, A'l Rights Reserved, last Edited:9120/202311.44 AM STGaAZ-ld.tlD,Revised 10-22.2020 Page 12 of 12 DocuSsIn Envetope 10 23 EO402-aE23-42F5-AO6 -BEFCIA24E2 AIRCRaw100 rintra itw ARIZONA ADDENDUME SE Dake. 6y and Between Lessor Lessee. .,Zo: Property A dr ss. (street address,city,state,zip) In the event of anycont7 t retvaeen the provisjoin,of My Addendum and the printed provisions of the Lease,this Addendum than conveL Rent Schedule: . Months 6_2: $2,500 nssr"frtt'nlh Gross" *Taltas applicable rental tax(caai°randy , ,% t;tt Lessee shall pay Lessor the monthly rent.twice pet,year in Six(tr)month increments,� Months r-fl: Paid Capon lkase execution Months I0-12: Due April r,202 Months 13-18a Due October t,°art~ 202!- ToUal«rrraount Chas per 6 rr oaths incre;m trt: $1 5, 0=aDO(Ar ount includes rental tax) 53, Tenant Int s°tixTM . t > r Tenant will he alleaev°eel to install fitter to Premises in a neat and orderly manner ht;l«tv voltage professional,Upon lease trrffar nafirtrat filter will be removed lr}=Tenant,but pathway gill remain in phace for next`t°eriarnt s. Plending City permit approval,if applicable,Tertant coil)be allowed to install fencing along north and east property line,avith optional vehicular gate at par°ic ng lot. , Pending City permit approval,Tenant will be allrrrvecl to install additional metal picket fiance or barbed wire fcocing on top of existing snavrrstr°y fence along taut aand scarttlt prolxirtN litre 4, Pending any required City Ire nait.approval,Tenant twill be allowed to install additional construction trailer(s)for that purposes of storage'of'ffc e space,Placement of additional trailer(s)shah be on the previously prepared pad, 5 The i(y of Apache Junction("Lessee")has dedicated staff in their Public Works Department and 'arks&Rec that maintain the Citys wilding systerns and landscaping for all City,facilities;.Lessor accepts the use of the City's•dedicated staff as saativfarfhon of the wr°v ce contract cequtr eme nt,t . . Lessee's obligation,per Section-.r,tta maintain htriltlin systems in good working order and repair is capped to$2,500 per maximum total per i'a-rs oath period,Above these if nits it is the Lessor's responsibility to rep air,,'in ai stain,repla eo building oysterms.(Items as referenced in AIR CRE' https.//wvjw.aircre.com *. IS-687.8777 *eorstmets@xit tiaxam NOTICEc No part ofth"tvaork mAybereprodmedin any form safthout permission In writing. ns t t INITIALS #P r4Tt�s (0 2017AIR erlE, All fights Reserved. Last Edited.9/20/202311A4 AM ADD-1.03,iervise 10-22-2020 Page 1 of 2 City of Apache Junction, Arizona 300 E Superstition Boulevard Agenda Item Cover Sheet Apache Junction,AZ 85119 Agenda Item No. 13. File ID: 23-639 Sponsor:Ted Wolff Agenda Date: 11/21/2023 Index: In Control: City Council Meeting Presentation, discussion, and possible consideration of approval of entering into an agreement with Centimark Corporation for the Library Building roof re-coating in the amount of$52,720.75 using the Mohave Contract# 18R-CTMK-0418. City of Apache Junction,Arizona Page 1 Printed on 1111612023 t Public Works Department el,+orela J�a� Home of the Superstition Mountains Date: November 20, 2023 To: Mayor and Members of the City Council Through: Bryant Powell, City Manager Ted Wolff, Public Works Director From: Heather Hodgman, Administrative Services Manager Subject: Centimark- Re-Coating a Portion of the Library Building Roof The city is working on the preventative maintenance to re-coat a portion of the Library Building roof. Previous work was completed ten (10)years ago. The work will consist of cleaning the roof, perform any necessary repairs, install surface primer, and install white silicone coating and cementitious rock covering over the prepped application. There will be a ten (10)year warranty on the defects in material and workmanship. The work will be through Mohave cooperative agreement contract# 18R-CTMK-0418. Staff respectfully requests entering into an agreement with Centimark Corporation for the re- coating of the Library Building roof in the amount not to exceed $52,720.75. 575 E. Baseline Avenue, Apache Junction, AZ 85219 • Voice (480) 982-1055 • FAX (480) 983-5752 or (480) 982-8005 Sign Envetope ID,,3A44CFBF-CFDB-480E-9FC2-FC}05OD6 E d 280004970 s LIBRARY BUILDING ROOF RE-COATING AGREEMENT BETWEEN CITY OF APACHE JUNCTION AND + ENTII AR CORPORATION THIS AGREEMENT is made and entered Into by and between the CITY OF APACHE = JUNCTION ("City), an Arizona municipal corporation, and CENTIMARK CORPORATION, a Pennsylvania corporation, ("Contractor"), sometimes collectively referred to as the"Parties"or individually as the"Party". RECITALS A. Contractor asserts its willingness, ability and qualifications to provide roof re-coating services (the "Work") for the UUnary Building, located at 1177 N Idaho Rd, Apache Junction, AZ $51 19, Public Works Building Maintenance Project # PWB 23-25 (the "Contract Documents")(See Exhibit A). B. City and Contractor desire to set forth herein their* respective responsibilities and the manner and terms upon which Contractor shall render such Work. C. City has compiled with the public bidding requirements under Arizona Revised Statutes ("A.R.S.") Title 34, and Apache Junction City Code Vol. 1, Chapter 3, Administration, Article 3-7, P!rocaurement Procedures. or such work is categorically exempt from such process. AGREEMENT NOW, THEREFORE, City retains Contractor to perform, and Contractor agrees to render the Work In accordance with the terms and conditions set forth as follows: I. Pf2aC;?JE T- DE +CRIPTION. Contractor shall do and perform or cause to be done and performed in a good workmanlike manner, the Work, detailed In Exhibit A. 2. ENTS & P ION: The total amount payable by the City to the Contractor is an remount not to _exceed Fifty-Two Thousand Seven Hundred Twenty Dollars and Seventy Five Cents ( 52,720.76) (thee "Contract Sum") for the performance of the Work under the Contract Documents except for changes authorized by properly executed change orders. All contracts will be operable for their full term at the rates quoted in the Initial bid proposal, unless otherwise extended in writing by the City. Upon notice that the Work Is ready for final inspection or acceptance, a City representative shall promptly cause an inspection to be made. Once City finds the Work acceptable under the DocuSl n Envelope ID: A04DFBF- FD -480E-9F 2-FD05OD6 EM4 Contract Documents, City shall promptly submit for processing a certificate for payment stating that, to the lost of its knowledge, Information and belief on the basis of Its observation and inspection, the Work has been completed in accordance with the terms and conditions of the Contract Documents and that partial payment or the entire balance due the Contractor is payable. Final payment shall not become due until the Contractor submits to the City all required lien waivers, releases and any other data establishing payment or satisfaction of all Contractor's obligations. if any subcontractor refuses to furnish a release or waiver required by City, Contractor may furnish a bond to Indemnify City against any such lien. If any such lien remains unsatisfied after all payments are made, Contractor shall refund to City all monies that the letter may be compelled to pay In discharging such liens, Including all costs and Treasonable attorney fees} 3. CONTRACT TERM: The Term of this Agreement begins November 21, 2023 with a completion date of June 1, 2024.This provision does not limit the liability of Contractor for actual damages sustained by City as a result of any breach of contract or warranty by Contractor. Extensions may be approved at times as the Parties mutually deem fit 4. LABOR AND MATERIALS Unless otherwise provided in the Contract Documents, Contractor shall provider, pray for and Insure under the requisite laws and regulations all labor, materials, equipment, tools and machinery, water, heat, utilities, transportation,-other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent, and whether or not Incorporated or to be incorporated in the Work. S. INSPECTIONS ANQ-2UALM QF WORK: Contractor understands and agrees that Inspection of the Work performed hereunder will occur by City. Contractor agrees that City will have the exclusive right to determine, in its sole discretion, whether the Work has been performed In accordance with the Contract Documents. Contractor further agrees to make such corrections to the Work as may be directed by City to conform to said Contract Documents without requirement of a change order or any additional charge or cost to City whatsoever. 6. WARRANTY, Contractor shall guarantee the Work against defective workmanship or materials for a period of ten (10) years on the manufacturer warranty for restoration services from the date of its final acceptance under the contract, ordinary wear and tear and unusual abuse or neglect excepted. Any omission on the part of City to condemn defective wank or materials at the time of construction shall not be deemed an acceptance'and Contractor will be required to correct defective work or materials at any time before final acceptance. Within one (1) year from the date of final acceptance due to faults in workmanship or materials, Contractor shall begin making the necessary 2 DocuSs`gn Envelope 10,3A04CFBF-CFE)B-48OF- FC2-FD05OD6DEU4 repairs to the satisfaction of City within fourteen (14) calendar days of receipt of written notice from City. Such work shall Include the repair or replacement of other work or materials damaged or affected by making the above repairs or corrective work all at no additional coat to City. In the case of Work materials or equipment for which warranties are required by the special provisions of the Contract Documents, Contractor shall provide or secure from the appropriate subcontractor or supplier such warranties addressed to and in favor of City and deliver same to City prior to final acceptance of the Work. Delivery of such warranties shall not relieve Contractor from any obligation assumed under any other provision of the contract. The warranties and guarantees provided in this subsection shall be in addition to and not in limitation of any other warrantees, guarantees or remedies required by law, and shall survive they expiration of this Agreement for the time period mentioned above 7. TAMES. Contractor shall pay all license, sales, consumer, transaction privilege, use and other similar taxes for the Work or portions thereof provided by Contractor which are legally enacted at the time bids are received whether or not yet effective or subsequently applicable due to acts of jurisdictions or bodies other thanCity. 8. PERMITS & FEES. Unless otherwise provided in the Contract Documents, Contractor shall secure and pay for all permits, government fees, licenses and inspections necessary for the proper execution and completion of Work which are customarily secured after execution of the contract and which are legally required. Contractor 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 Work. City permits for this Work will be provided to Contractor at no cost. Contractor represents and warrants that any license necessary to perform the Work under this Agreement is current and valid. Contractor understands that the activity described herein constitutes "doing business in the City of Apache Junction" and Contractor agrees to obtain a business license pursuant to Chapter 8 of the Apache Junction City Code, Vol. 1, and keep such license current during the term of this Agreement and after termination of this Agreement any time work is performed pursuant to the warranty provisions set forth in Section S. Contractor also acknowledges that the taut provision of the Apache Junction Tax Code, Chapter 8A, may also apply and if so, shall obtain a transaction privilege license and/or anther licenses as may be required by the city code. Any activity by subcontractors within the corporate city limits will -invoke -the same licensing regulations on any subcontractors, and Contractor ensures its subcontractors will obtain any and all applicable licenses. Further, Contractor agrees to pay all applicable privilege and use tares that are applicable to the activities, products and services provided under this Agreeiment. 9. PENQ RACT .Contractor shall at all times during Contractor's performance of the services retain Contractor's status as an 3 Docu lgn Envelope 10 3AO4 FBF- FDB-480E- F 2-FD05OD6DE844 independent contractor. Contractor's employees shall under no circumstances be considered or held to be employees or agents of City, and City shall have no obligation to pay or withhold state or federal taxes or provide workers' compensation or unemployment insurance for or on behalf of them or Contractor. Contractor shall supervise and direct the delivery of the materials Busing its best skill and attention. Except as provided in this Agreement, Contractor shell be solely responsible for all construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work required by the Contract Documents. Contractor shall be responsible to City for the acts and omissions of its employees, subcontractors and their agents and employees and other persons providing any of the materials under any contract document. 10. SUPERINTENDENT:INTENDE=NT: Contractor shall employ a competent project superintendent who shall be in attendance at the project site during the progress of the Work. The superintendent shall represent and be the,community agent of Contractor and communications given to the superintendent shall be as binding as If given to Contractor. Important+communications shall be confirmed in writing. The designated superintendent shall be designated for each project and communicated to City before work is performed. 11. PRQGRESS SCHEDULE. Contractor shall, immediately after entering into this Agreement, generate an estimated progress schedule, which shell be maintained and updated during the project. Work may progress during regular City business hours only if it is determined by City not to disturb normal operations. 12. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City, its elected and appointed officers, officials,agents, and employees from and against any and all liability including but not limited to demands, claims, actions, fees, costs and expenses, including attorney and expert witness fees, arising from or connected with,or alleged to have arisen from or connected with,relating to,arising out of, or alleged to have resulted from the acts, errors, mistakes, omissions, Work or services of Contractor, its agents, employees, or any tier of Contractor's subcontractors In the performance of this Agreement, but only to the extent caused by the negligence, recklessness or Intentional wrongful conduct of Contractor or its subcontractors in the performance of this Agreement or any subcontract. Contractor's duty to defend, hold harmless and indemnify City, its special districts, elected and appointed officers, officials, agents, and employees shall arise in connection with any tortious 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 an Contractor's acts, errors, mistakes,omissions, work or services in the performance of this Agreement Including any employee" of Contractor, any tier of Contractor's subcontractor or any ether person for 4 Doc Sign Envelope ID;3AO4DFBF-GFDB480E-9FG2-FD0 ODBDE whose acts, errors, mistakes, omissions, Work or services Contractor may be legally liable. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. 13. SUBCONTRACTORS. All subcontractors chosen by Contractor will be subject to City's approval. All subcontractors shall be identified by Contractor prior to award of contract. Contractor shall make no substitutional for any subcontractor, parson or entity previously selected without the approval Of City. 14. 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 Pinai County, State of Arizona. The Parties hereby waive all provisions of law providing for al 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, It is mutually agreed that 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. 15. III NUR NCE: Contractor, at Its own expense, shall purchase and maintain the herein stipulated minimum insurances with companies duty licensed, possessing a current A.M. Rest, Inc. Rating of 6++6, or approved unlicensed in the State of Arizona with policies and forms satisfactory to City. All insurance required herein shall be maintained in full force and effect until all Work or service required to be performed under the terms of the Agreement is satisfactorily completed and formally accepted; failure to do so may,at the sole discretion of City,constitute a material breach of this Agreement Contractor's insurance shrill 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. alrranty 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 ontractor"se acts, errors, mistakes,omissions,Work or service. 5 UocuSign hnvelope IU. JA04t;t-t$i--UI-Ut3-4tlOE-9f-CZ-f-UO50U(3DE844 The insurance policies may provide coverage whim contains deductibles or self-Insured retentions. Such deductible and/or self-insured retentions stall not be applicable with respect to the coverage provided to City under such policies. Contractor shall be solely responsible for the deductible and/or self-retention and City, at its option, may require Contractor to secure payment of such deductibles or self-insured retentions by a surety Mond or an irrevocable and unconditional letter of credit. City reserves the right to request and to receive, within ten (10) working clays, certified copies of any or all of the herein required insurance policies and/or endorsements. City shall not be obligated, however, to review same or to advise Contractor of any deficiencies in such policies and endorsements, and such receipt shall not relieve Contractor from, or be deemed a waiver of, City*s right to insist on strict fulfillment of Contractor's obligations under this agreement. The insurance policies, except Workers' Compensation and Professional Liability, required by this Agreement, shall name City, its agents, officers, officials and employees as Additional Insureds. RE ED ';OVERAGE Commercial General t.iability Contractor shall maintain 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 leant as broad as that can Insurance Service Office, Inc. Policy farm No. CG 0001109 or the equivalent thereof:- Such policy 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 20101186, or the equivalent thereof, and shall Include coverage for Contractor*s operations and products and completed operations. If required by this Agreement, if Contractor sublets any part of the Work, services or operations, Contractor shall purchase and maintain at all times during prosecution of the Work, services or operations under this Agreement, 6 DocuSign Envelope ID;3AO4CFBF-CFDB-480E- F 2-FD05OD6DE are Owner and Contractor's Protective Liability insurance policy for bodily injury and property damage, including death, which may arise in the prosecution of Contractor's work, service or operations under this Agreement Coverage sham be on an occurrence basis with a limit not less than $1,000,000 per occurrence, and the policy shall be issued by the same insurance company that. issues Contractor's Commercial General Liability insurance. Automobile Liabili X Contractor 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 Contractor's owned, hired, and non-owned vehicles assigned to or used in performance of Contractor's wort, Coverage will be at least as broad as coverage code 1, `*zany 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, MCS 90 endorsement shall be Included and $5,000,000 per accident limits for bodily injury and property damage shall apply. Workers'Compensation Contractor shall carry Workers' Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of Contractor's employees engaged in the performance of the Work or services; and Employer's Liability insurance of not less than $100,000 for each accident, " 100,000 disease for each employee, and$600,000 disease policy limit. By execution of this Agreement,Contractor certifies as follows: "I am aware and understand the provisions of A.R.S. § 23-900 et serf. 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 I will comply with such provisions':before commencing the performance of the Work of this Agreement." ff Contractor has no employees for whom workers' compensation insurance is required, Contractor shall submit a declaration or affidavit to City so stating and covenanting to obtain such insurance if and when Contractor employs any employees subject to coverage. In case any work is subcontracted, Contractor will require subcontractors to provide Workers' Compensation and Employer's Liability insurance to at left the same extent as required of Contractor. Q Rd 9 We I at 0ff Iln9crrgrrcg €ocuSign Envelope ID- At7 FBF- FD -4 0E- FC2-FO05OD6DE844 Prior to commencing Work or services under this Agreement, Contractor shall furnish City with Certificates of Insurance, or formal endorsements as required by the Agreement, issued by Contractor's Insurer(s), as evidence that policies providing the required coverages, conditions and limits required by this Agreement are In full force and +effect. The torus 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, and shell be issued and delivered to City Attorney, City of Apache Junction, 300 East Superstition Boulevard, Apache Junction,AZ, 851IS. 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 Contractor's Work or services and as evidenced by annual Certificates of Insurance. 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. All Certificates of Insurance shall be identified with bid serial number and title. Policies or certificates and completed forms of Clty's Additional Insured Endorsement(or a substantially equivalent Insurance company form acceptable to the City Attorney) evidencing the coverage required by this section shall be filed with the City and shall include the City as an additional Insured. The policy or policies shall be In the usual form of a public liability insurance, but shall also Include the fallowing 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 officers and employees are added its additional Insureds under this policy." Insurance'required herein shall not expire, be canceled, or materially changed without thirty(30) calendar days' prior written notice to City. 18. CHANGE ORDERS: A change order Is a written order to Contractor. approved by a City representative, issued after execution of this construction agreement authorizing a change in the Work or an adjustment In the construction agreement sum or the construction agreement time. A change order signed by Contractor indicates his agreement therewith. City may, without Invalidating this construction agreement, order changes In than Work within the general scope of this construction agreement consisting of additions, deletions or other revisions, the construction agreement sum and the construction agreement being adjusted accordingly. All such changes in the Work shall be authorized by Change Order and shall be performed under the applicable conditions of this construction agreement. City representative shall have authority to order minor changes in the Work not involving an adjustment In s DoCuS gn Envelope 1U.3 U4(;Ftih-CFD -4bUF-- i-k;Z-f-UU50t)iUE844 the construction agreement sum or extension of construction agreement time and not Inconsistent with the intent of this construction agreement. All such changes shall be effected by written order and shall be binding upon City and Contractor} All change order disagreements of the Contractor shall be submitted in writing to the City Manager within five (5) calendar days after the difference of opinion or grievance occurs. Within five (5) calendar days of receiving a written grievance, the City Manager shall respond in writing to the Contractor and city staff representative. The City Manager's decision shall be final and binding. 17. SUCCESIORS, ASSIGNMENT & DELEGATION: City and Contractor each bind themselves, their partners, successors, assigns and legal representatives to the ether Party hereto and to the partners, successors, assigns and legal representatives of such ether Party in respect to all 'covenants, agreements and obligations contained in the contract documents. Neither Party to the contract shall assign the contract or sublet it as a whole or delegate the duties hereunder, without the written consent of the other, nor shall Contractor assign any monies due or to become due to it without the previous written consent of City. 18. WFtITTE NOTICE: Written notice shall be deemed to have been duly served If delivered in person to the individual or member of the firm or entity, or to an office of the corporation for whom it was Intended or if delivered at or sent registered or certified mail, return receipt requested, and first-class postage prepaid to the last business address known to them who gives the notice. 19. CLAIMS FOR"DAMAGES: Should either Party to the contract suffer injury or damage to personal property because of any act or omission of the other Party or of their employees or agents for whose acts they are legally liable, claims shall be made In writing to such other Parties within at reasonable time after the first observance of such Injury or damages. 20. S FM: Contractor and/or its subcontractors shell be solely responsible#or job safety at all times. 21. HT REMEDIES: The duties and obligations imposed by the Contract Documents and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise Imposed or available by law. No action or failure to pact by City or Contractor stall constitute a waiver of any right or duty afforded any of them under the contract, nor shall any action or failure to act constitute an approval of or an acquiescence to any breaches hereunder except as may be specifically agreed to In writing. cuBa n Envelope 10:3Ao4CFBF- FDB-480E-9F -FD05OD6DE844 22. FORCE MAJEURE: Neither City nor Contractor, 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, quarantine, restrictions, embargoes, labor disputes, and unusually severe weather or the delays of subcontractors or maaterialmen clue 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, labor 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 Contractors,ors, subcontractors, vendors or investors desired by Contractor in connection with the obligations under this Agreement Contractor agrees that Contractor 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 aaa period of the Enforced Delay; provided, however, that the Party seeking the benefit of the provisions of this Section 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 aaa period of Enforced Delay exceed ninety(90)calendar days. 23. TERMINATION: A. TERMINATION BY CITY: City shall be permitted to terminate this Agreement if in the discretion of the city manager or his or her designee, believes'Contractor has failed to meet the terms of this Agreement. City shall provide Notice of Termination to Contractor by Certified U.S.. Mail ten (10) calendar days before such termination takes effect. Eat T.tt)N BY TRACTO : Contractor may terminate this Agreement if City falls to make payment as agreed capon In this document; Any -other termination will be deemed aaa breach of contract by ,Contractor. Contractor shall provide Notice of Termination to City by Certified U.S Mail teas (10)calendar days before such termination takes+effect. 24. RECORDS: Records of Contractor'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. Contractor shall maintain records for a period of at least two (2) years after termination of this 10 DocuSign Envelope ID:3AO4CFBF-CF013-4$OE-9FC2-FO05OD6DE844 Agreement and shag make such records available during that retention period for examination or audit by City personnel during regular business hours: 25. AMENDMENT: It is 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 hereto, and that oral understandings or agreements not Incorporated herein shall not be binding on the parties. The representatives of the Parties (signatory for Contractor noted below or his or her designee,and they City Manager, or his or her designee)shall be authorized to execute future amendments or extensions of this Agreement. 26►. ENTIRE A ENT: This Agreement and any attachments represent the entire agreement between City and Contractor and supersede all prior negotiations,, representations or agreements, neither express or implied, written or oral. It is 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 Partners hereto.- Written and signed amendments shall automatically become part of the supporting documents, 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. 27. SEVERABILUI: City and Contractor 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 act In 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 effectto the purposes of this Agreement,as reformed. 28. TIME IS OF THE ESSENCE•. Time is of the essence with respect to all provisions in this Agreement. Any delay in performance by either Party shall constitutes a material breach of this Agreement 29. CONFLICT 4F INTEREST. The provisions of A.R.S. § 88-511 relating to cancellation of contracts due to conflicts of Interest shall apply to this contract. '!1 uocubtgn Lnvetope U UAv Ut-t3t--Gt-Ub-abut-9t-GZ-t-uu vubUt:b44 30. PROHIBITION TO CONTRACT WITH CONTRACTORS WHO ENGAGE IN BOYCOTT OF THE STATE OF ISRAEL: The Parties acknowiedge A.R.S. §§ 35-393 through 35-393.0 , as amended, which forbids public entities from contracting with Contractors who engage In boycotts of the State of Israel. Should Contractor under this Agreement engages 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 contract. 31. COMPLIANCE- WITH FEDERAL AND STATE LAWS: Contractor understands and acknowledges the applicability of the American with Disabilities Act, the Immigration Reform and Control Act of 1986 and the Drug Free Workplace Act of 1989 to the services performed under this Agreement. As required by A.R.S. § 41-4401, Contractor hereby warrants Its compliance with all federal Immigration laws and regulations that relate to its employees and A.R.S. § 23-214(A). Contractor further warrants that after hiring an employee, Contractor will verify the employment eligibility of the employee through the E- Verify program. If Contractor 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- 14(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. Contractor is subject to a penalty of $100 per day for the first violation 600 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. Contractor shrill not be deemed in material breach of this Agreement If the Contractor and/or subcontractors establish h compliance with they employment verification provisions of Sections 274A and 2748 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 Contractor or subcontractor employee who works under this Agreement to ensure that the Contractor 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. IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be signed y ley their duly authorized representative a of this 1 day of October , 2tt 23. 1 F-CF � Pennsylvania corporation t»5111141 ttx CITY OF APAC"E JUNCTION,ARIZONA, an Arizona municipo corporation Or "' Its:Nam CityClerk APPROVED AS TO FORM: <91-- I I- a-23 Richam J.stem City Aftorney Is Docu ign Envelope ID:3AO4CFBF-CFDB-480E-gFC2-FD05OD6DE844 EXHIBIT 1 DocuSign Envelope ID:3AO4CFBF-CFC -480E-9FC -FD05O 6DE644 CENTIMtr{ -1SakdIans t sst►tct: City of Apache Juroion DATE: 911812023 00 E Superstition Boulevard Apache Junction.AZ 85119 � Ann: Larry Dewi#t 480-797.3431 Project: Apache Junction Library Am=Of,Walk Clean roofs using 2000 pat praswFe waehw Perform any necessary repoks to the existing mob Wjor to appftftn of now coating system Coated OUR Roots(ems 1,2,Lower 1.3): Furnish and IreW surfsoe~over the*Asft roof to promote adhesion of the new coating system. Furnish and install sillcona casting(white)at an application rate of 2 gallons per 100 sq IL Comentitious IWO(Section 3): Furnish and irk surfaos primer designed to promote adhesion to the cementitious roof system Broadcast ski granules into the primer coat before cuing Furnish end install oars Ocus costing over the embedded aggregate at a rate 7-8 gallons par 100 sq ft< Upham �it�IS(giL Worlr flasesrinttgn jiLtt Sle &IR &a 1.2a Water ResMant Roofing-Prt ure cleaning 11074 SF 0.31 $3,432.94 1.121 r Roof Iry ga *4 repair,hownkeeping(2 man craw)per hour 40 HK $18040 $7,200.00 1.34e Pare sum 11074 SF 0.56 $6,201.44 1.21aaa Ono Fart.Silicon Roof Coating 7787 SF $3.88 $30.213.56 IM Aoki oementitious rock costing 3287 SF $1.49 $4.897.63 1.121e Prime comb-actor Wr y€ar marufttreF warranty on restoration serviois 11074 EA 0.07 $775.18 Sub Total. $W,720.75 Bond: WA $040 "Total: $52,720.75 Above pricing INCLUDES appkebte was and Mohave's administrative fees MoNm Contract Number; 1SR-C IVIK-0418 Arizona License Numbers: RQC172001,ROC13MO Chat Anderson MOHAVE Service Sales Representative F A T t v E chad.anderarxr cerrtimark.com offics, 602-9334W.51 Mobl1w$02-332-0089 Docu ign Envelope ID: AO4CF F- FDB-48 E-9F 2-F OSOD6 YSzY;��I�1£1itiy ,,2016 Sprayfoam z s s a ft t rs NNE i ' Coating arranty Expires 3 i is �t i a P g 3�! 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" .,^ 0" } u- 2 15 sn :� a ' . 0a mac L 2cL asp, us _ > _ v' ' a > c f C c Cm Q = m 0 E w c > cc a mu p co c C C41 C a= cJ' i tt3 r: Cs C r6 4 vi C t6 3 h ca a a a� c w c cn tr 0 i I tt t2..Y Yy Q 11 }j CIT t n PAC �,+tt � x > to I � I i < 4 R '�" {�, " r 59£ sil{s7T£5sst r s rL x +✓f`' I j rt r� t r m s x � �r aSr 7�1, t 4 C�1 J � y s r CC 'Aht t rat h t § i r ,u, OTC r"3�rr 7 r���£C pr s ;has � j��`:�ci{• aPt7�if Estxt�lurt:, trtr{ ,�. i �41��17£�;�ts��t�i i } "� s. � U�t 4 i n�ta, q sr t� ��t % s , N, CITY IL MEETING ROLL CALL ate: -, Work Study Regular Special S. E Sm ; 2 . CITY COUNCIL:CIL: Present gab/excu Present b/excu Present Ablexcu MAYOR WILSON VICE MAYOR SCHR E ER CLICILEBER CROSS C UNCIL[ Et BER HECK C LI ICILMEMBER J HNSO COUNCIL E rIB B PRESSER C UNCILI E IB R S LLER TOTAL CI Present Ab/ xcu Present Ab/excu Present b/excu City Manager Bryant Powell Assistant City Manager Matt Busby City Clerk Jennifer Pena City Attorney Joel Stern Information Technology Director Doug Wirthgen Public information Officer Al Brava Public Safety Director Michael Pooley ev Services Director Rudy Esquivlas �J P Director �.. Ted Wolff Parks& Rec Director Liz Lanenbaclt _ E Director Patrick Ainsworth Library Director Pant arrison Finance Director Leslie DeReche R Director Anna McCray Water District Director Mike Loggins Municipal Judge A.Doug LaSota Deputy City Clerk Evie McKinney I t.Plann ng Manager Sidney Urlas Building&Safety Mngr Adrian Alegria Senior Planner lanner Kelsey Schttnik Associate Planner Nick Leftwich PW Project Engineer Raquel Schatz City Engineer Emile Schmid R S:\Teniplates& Forrns\Roll tell City Council Attendance.docx City Council VOTE - ROLL CALL ITEM If 15, MEETING OF A 7.7 MOTION BY., SECONDED Y: NOTES: .` YES CITY COUNCIL u._._ .n... «.__... �UNC��MEM�ER SqLLERt VICE MAYOR COUNCILMEMBER NESSER COUNCILMEMBERCROSS COL NCICMEMBER BECK MAYC►R W1hSC}9U TOTAL ._.. . UNANIMOUS IN FA _... .�....VOR , OPPOSED ABSTAINED TOTAL Vote sheet S./5-Templates&Forms 1 vote Cal!-City Council City Council VOTE - ROLL CALL MOTION BY: ,n NOTES: 13;SECONDED BY: "2� YES NO ABSTAINED C1 COUNCIL: CCIL! CIL EMBER NESSER COUNCILMEMBER JOHNSON _ . COUNCILME BEE CROSS _..m. ---- r--------- ...._.... ..........w_ . .: CC3UNCILIV EMBER NECK COUNCILMEMBER SOL.ER VICE MAY R SCE OEDER 'MAYOR Vl[LSCIN TOTALUNANIMOUS 114 FAVOR OPPOSED ABSTAINED Vats sheet S;J 5-Templates&Forms J dote Call-City Council City Council VOTE - ROLL CALL ITE # MEETING O MOTION BY: SECONDED BY: NOTES: 4,9. S ll 'e- YES NO ABSTAINEDI cmr COUNCIL: -. — COUNCILMEMBER SOLLER, �ww�. COUNCILMEMBER NESSER COUNCILMEMBER CROSS OUNCIL E E JOHNSO .. .. . ,. _gin. !VICE MAYOR SCHROEDER L COUNCILMEMBER HECK s MAYOR WILSON TOTAL UNANIMOUS IN FAVOR OPPOSED ABSTAINED TOTAL Vote sheet S./5--Templates&Forms J Vote Cali City Council City Counall VOTE — ROLL CALL ITEM � � "� MEETING OF NOTES: � . ABSTAINEDYES NO CITY COUNCIL: IL i COUI CILMEMBER CROSS 1 VICE MAYOR SCHROEDER COUNCILME RER LESSER w� a ...............U__ COU CILIVIEMBE J HNSO .vuuu r UNC IL MAYORIL TOTAL � . UNANIMOUS IN FAVOR OPPOSES ABSTAINED TOTAL Vats sheet s/5—Templates&Forms/Vote Call City Council w City Council VOTE - ROLL CALL MOTION SEC Y; �. NOTES: - YES ABSTAINED. NO ---- ----. CITY IQ f r t COUNCIL E BER CROSS COUNCILMEMBER HECK w n +COUNCILMEIVIRER JOHNSON t ass..... r VICE MAYOR SCHROEDER � COU CIL EM ER NESSER NCILMEMBER SOLLERy tMAYOR IL ' .. . --------------------------------------- UNANIMOUS IN FAVOR OPPOSER ABSTAINED TOTAL Vote sheet S ./5-Templates Forms/Vote Call City Council v„ w z h, x v t t E j z r fvJ £ , 44 x 1 emu z e 4 � i r jyf{ #Y.w � y j 0 0 ! t x S u § J I yw. cc + a y a r.,. bt „ a g a x 3, c" rrs u q* { t w r � s P w k Y kj r u ' r , r Y t ; d, a z` y9' v c a tl ry t , 1 w 4 ,rr y m F f 5. r. e 0 " y :""" area L C 77 M 0 $ U, CL CL " :u { � w _ C Cl e— o 0 r. C * g w t 7 V - 1 a ,< ,.. 1 ry 03 {" "t —� 0 � a } " 0 0 s � .� w . a �t x, LJ t t 1 :3 77 „.w i ✓ CI pry, +n. .o ) a u w i 7 z November 2023 21, Consent &9jfl41,ft1M.N2&,1& I MOVE the agenda be acceptedthe consent items be approvedr t . Item No. 10 l MOVE THAT the applicationfor a Seriesr Liquor License for First Water Cocktail r, log t Junction recommended_ r: (Choose I option) Continuanceto the December 51h City Council'meeting, allowingapplicant time to applyr the requiredpermits inspections. Denial based on the failureto acquirethe requiredpermits t other necessary city" requirements Approval Item No. 11 l MOVE THAT Resolutionthe Cityf Apache Junctiont enter it intergovernmental agr t with the Cityf Phoenix Police Department for the ArizonaInternet ri i t Children (ICAC) Force (APPROVED) OR 1 Item No. 12 1 MOVE THAT the third t with J13 Superior Maintenance Services, t add janitorial sis r the policesubstation located tNiza JunctionRoad, Apache r the annual cost from 3 , t . r V _it retroactive t _f November 1, r BE (DENIED) Item No. 13 1 MOVE THAT the agreement with Centimarkr r ti r the Libraryroof re-coating in the amount of$52,720.75 usingthe_ Mohavetr t (DENIED) Mayor'sIf CITY OF APACHE JUNCTION r Tuesday, ova der 21, 223 A. CALL TO ORDER I would like to call thisi ti" it Meeting , 2023, to order and ask everyone to put their cell phones on silent. INVOCATIONB. LALLEGIANCE The invocation will be led by &the pledge C. ROLL CALL Roll Call D. T As a reminder-All items under the Consent Agenda will be approvedt motion. If itmember wishes to remove an item for further i ' si the request will be made prior to approvingconsent agenda and will be moved to New Business. 1. Consideration of acceptance of agenda, 2. Consideration of approval of minutes of the regular wresting of November 223. 3. Consideration of approval Resolution No. 23-23 latent to from Streetlight Improvement District No. 2 23-S 1-1 -1 Radiance at Superstition Vistas Phase 4. Consideration of approval of Resolution No, 23-2 'ordering the installation of streetlights for Streetlight Improvement District No. 2 23.3 -1 Y1 Radiance at Superstition Vistas Phew 1 m . Consideration of approval of Resolution lution o. 23-2 adopting the budget for Fiscal Year 2024-2025 for Streetlight Improvement District No. 2I 23-S - 1 -1 radiance at Superstition flits Phew 113. 4 Do i have a motiont waitfor-the motion crud the 2rr II Call PRESENTATIONSE. AWARDS, I 6. Proclamation dsi , November 25, 2023, as "Small Business Saturday."' F. REGIONAL INTERGOVERNMENTAL UPDATES 7. Regional Intergovernmental meeting updates from Council. G. CITY MANAGER'S REPORT 8. i is Report. Bryant Powell t Announcement of Current Events. Al Bravo PUBLICH. I 10. Consideration of a new i r Liquor License for First Water Cocktail r. Jennifer Pena . OLD BUSINESS BUSINESS1 NEW 11. Presentation, discussion i te consideration on p Resolution No. 23- , an intergovernmental agreement withi r Internet Cri i st Children Task Force. if Pooley 12. Presentation, s Iconsideration" " r contract on the Library roof re-coating. Ted Wolff 13. Presentation, is ssi ssi l consideration r the third r janitorial services. Ted Wolff K. IL DIRECTION L. SELECTION OF MEETING DATES,TIMES, LOCATIONS M. CALL TO PUBLIC I would like i t the l to the Publicis a courtesy and not required by l it is a time r the publicr requests, communications, is and suggestions. Request to speak forms must have been completed and handed to the city clerk beforeimanager's All issues shall be presentedin a professional manner without personal attacks. Under the open meetinglaw the council cannot engage in discussion issues presented, respond to criticismdirect staff to follow up with the speaker directly and/or place this matter on a future council discussion. There is a three-minutelimit r each speaker. Does it have any requests staff to follow N. ADJOURNMENT— i adjourn thismeeting.