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06-27-2023 City Council Meeting Packet City Council Meeting Agenda Council Chambers City Hall 100 East First Street Regular Meeting of June 27, 2023 7:00 PM 1. CALL TO ORDER This is an open meeting of the Grand Island City Council. The City of Grand Island abides by the Open Meetings Act in conducting business. A copy of the Open Meetings Act is displayed in the back of this room as required by state law.The City Council may vote to go into Closed Session on any agenda item as allowed by state law. 2. INVOCATION Pastor Scott Jones, Third City Christian Church, 4100 West 13th Street 3. PLEDGE OF ALLEGIANCE 4. ROLL CALL 5. SUBMITTAL OF REQUESTS FOR FUTURE AGENDA ITEMS Individuals who have appropriate items for City Council consideration should complete the Request for Future Agenda Items form located at the Information Booth. If the issue can be handled administratively without Council action, notification will be provided. If the item is scheduled for a meeting or study session, notification of the date will be given. 6. RESERVE TIME TO SPEAK ON AGENDA ITEMS A sign-up sheet was available in the lobby for individuals wishing to provide input on any of tonight's agenda items. If you did not sign up to speak on an agenda item, please come forward, state your name and the agenda topic on which you will be speaking on. 7. PRESENTATIONS AND PROCLAMATIONS 8. CONSENT AGENDA a. Approving Minutes of June 13, 2023 City Council Special Meeting b. Approving Minutes of June 13, 2023 City Council Regular Meeting c. Approving Minutes of June 20, 2023 City Council Study Session d. Approving Payment of Claims for the Period of June 14, 2023 through June 27, 2023 for a total amount of $8,740,858.54. e. #2023-151 - Approving a Change Order to Installation of Monitors in Council Chambers f. #2023-152 - Approving Change Order Relative to Police Radios with Platte Valley Communications g. #2023-153 - Approving Virtual Reality De-escalation Site-Based Initiative Grant Application h. #2023-154 - Approving Temporary Construction Easements for 18th Street- Moores Creek Drainway to Diers Avenue; Project No. 2022-P-8 (Umbrella Development, LLC- 1918 Aspen Circle) Page 1 of 244 i. #2023-155 - Approving Certificate of Final Completion for Lift Station No. 1 Rehabilitation; Project No. 2022-S-2 j. #2023-156 - Approving Certificate of Final Completion for Circle Drive Drainage Improvements; Project No. 2022-D-1 k. #2023-157 - Approving Uniform Contract with Cintas Corporation l. #2023-158 - Approving Purchase of Vehicle for City Hall Maintenance Division m. #2023-159 - Approving Interlocal Agreement with Hall County for Library Services 9. PUBLIC HEARINGS a. Public Hearing on Request from La Jaula Salon De Eventos, LLC dba La Jaula Salon De Eventos, 615 East 4th Street for a Class "CK" Liquor License #2023-160 - Approving Request from La Jaula Salon De Eventos, LLC dba La Jaula Salon De Eventos, 615 East 4th Street for a Class "CK" Liquor License and Liquor Manager Designation for Nancy Avitia Huerta, 407 West 9th Street, Grand Island, NE b. Public Hearing on Acquisition of Public Right-of-Way for 18th Street- Moores Creek Drainway to Diers Avenue; Project No. 2022-P-8 (Umbrella Development, LLC- 1918 Apsen Circle) #2023-161 - Approving Acquisition of Public Right-of-Way for 18th Street- Moores Creek Drainway to Diers Avenue; Project No. 2022-P-8 (Umbrella Development, LLC- 1918 Apsen Circle) c. Public Hearing on Acquisition of Utility Easement - 1703 and 1707 Ada Street (JBA Ventures) #2023-162 - Approving Acquisition of Utility Easement - 1703 and 1707 Ada Street (JBA Ventures) d. Public Hearing on Acquisition of Utility Easement - 2502 N. Webb (Northwest Crossings) #2023-163 - Approving Acquisition of Utility Easement - 2502 N. Webb (Northwest Crossings) e. Re-Adoption of the Grand Island Zoning Map #9932 - Consideration of Approving Re-Adoption of the Grand Island Zoning Map 10. REQUEST AND REFERRALS a. Consideration of Appointing Laura McAloon as City Administrator 11. RESOLUTIONS a. #2023-164 - Consideration of Approving the Purchase of Camp Augustine b. #2023 -165 - Consideration of Approving Solar Project with GRNE Solar 12. ORDINANCES a. #9933 - Consideration of Approving Revisions to Chapter 5 Section 47 of Grand Island City Code Pertaining to Appeals Page 2 of 244 b. #9934 - Consideration of Approving Revisions to City Code Chapter 5 Regarding Chickens 13. OTHER ITEMS Page 3 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 8.a. Subject: Approving Minutes of June 13, 2023 City Council Special Meeting Staff Contact: RaNae Edwards BACKGROUND: DISCUSSION: FISCAL IMPACT: ALTERNATIVES: RECOMMENDATION: SAMPLE MOTION: ATTACHMENTS: 1. Minutes Page 4 of 244 City Council Meeting Minutes Special Meeting June 13, 2023 1. CALL TO ORDER Pursuant to due call and notice thereof, a Special Meeting of the City Council of the City of Grand Island, Nebraska was conducted in the Council Chambers of City Hall, 100 East First Street, on June 13, 2023. Notice of the meeting was given in The Grand Island Independent on June 7, 2023. Mayor Roger G. Steele called the meeting to order at 2:15 PM. The following City Council members were present: Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear and Jason Conley. Chuck Haase and Maggie Mendoza were absent. The following City Official was present: City Clerk RaNae Edwards. 2. ITEMS FOR DISCUSSION a. Closed Session for the Protection of the Public Interest to Review the City Administrator Applications. Motion by Mark Stelk, second by Michelle Fitzke to adjourn to Executive Session at 2:19 p.m. for the purpose of reviewing the City Administrator applications. Roll Call: Ayes: Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase and Maggie Mendoza. Motion adopted. Motion by Bethany Guzinski, second by Jack Sheard to return to Regular Session at 3:33 p.m. Roll Call: Ayes: Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase and Maggie Mendoza. Motion adopted. ADJOURN The meeting was adjourned at 3:33 p.m. RaNae Edwards City Clerk Page 5 of 244 City Council Meeting Minutes Regular Meeting June 13, 2023 1. CALL TO ORDER Pursuant to due call and notice thereof, a Regular Meeting of the City Council of the City of Grand Island, Nebraska was conducted in the Council Chambers of City Hall, 100 East First Street, on June 13, 2023. Notice of the meeting was given in The Grand Island Independent on June 7, 2023. Mayor Roger G. Steele called the meeting to order at 7:00 PM. The following City Council members were present: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear and Jason Conley. Absent: Chuck Haase. The following City Officials were present: City Clerk RaNae Edwards, Interim City Administrator Laura McAloon, Finance Director Patrick Brown and Interim Public Works Director Keith Kurz. 2. INVOCATION Pastor Jeff Pedersen, St. Pauls Lutheran Church, 1515 South Harrison Street. 3. PLEDGE OF ALLEGIANCE 4. ROLL CALL 5. SUBMITTAL OF REQUESTS FOR FUTURE AGENDA ITEMS 6. RESERVE TIME TO SPEAK ON AGENDA ITEMS 7. PRESENTATIONS AND PROCLAMATIONS 8. BOARD OF EQUALIZATION a. #2023-BE-2 – Consideration of Determining Revisions for Connection Fees for Water Main District 398T. Motion by Mike Paulick, second by Doug Lanfear to adjourn to the Board of Equalization. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Page 6 of 244 Page 2, City Council Regular Meeting, May 9, 2023 Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. Interim Utilities Director Ryan Schmitz reported that Water Main District 398T was completed in March of 1992. The construction provided the installation of a 20” diameter water main in North Road between Old Potash Highway and Stolley Park Road. The western part of this tract was purchased and platted as Jaxson Subdivision so the re-configuration of the original assessment now has four subdivided lots and two parcels of land adjacent to Old Potash Highway and North Road. To provide equity in repayment of the connection fees this item was brought forward for Council’s approval. Staff recommended approval. Motion by Mitch Nickerson, second by Doug Lanfear to approve Resolution #2023-BE-2. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. Motion by Michelle Fitzke, second by Doug Lanfear to reconvene to regular session. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. 9. CONSENT AGENDA Consent items g, h and n (Resolutions #2023-139, #2023-140, and #2023-146) were pulled from the consent agenda for further discussion. Motion by Mark Stelk, second by Jack Sheard to approve the Consent Agenda excluding items g, h and n. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. a. Approving Minutes of May 23, 2023 City Council Regular Meeting. b. Approving Minutes of Special Study Session (Council Retreat) of June 3, 2023. c. Approving Payment of Claims for the Period of May 24, 2023 through June 13 2023 for a total amount of $6,032,388.10. d. #2023-136 – Approving Changing the Name of Gold Core Drive to Gold Core Road. e. #2023-137 – Approving the Re-allocation of Utility Electrician to Instrument Technician. f. #2023-138 – Approving Revisions for Connection Fees for Water Main District 398T. g. #2023-139 – Approving Purchase of FARO Crime Scene Mapping Tool for Police Department from ZNET TECH, LLC of Olney, Massachusetts in an Amount of $73,250.69. Police Chief Kevin Denney reported that the Grand Island Police Department did not have the resources to accurately map a major crime scene. They must request and wait for assistance from outside their jurisdiction. Kearney Police Department and the Nebraska State Patrol were the only two agencies that had this technology. This was all based on availability from these outside agencies. Purchasing the Faro Laser Scanner would increase the efficiency and effectiveness of how they investigate major crime scenes. Page 7 of 244 Page 3, City Council Regular Meeting, May 9, 2023 Discussion was held regarding training the 12 officers who would then train other officers. Motion by Doug Lanfear, second by Maggie Mendoza to approve Resolution #2023-139. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. h. #2023-140 – Approving Purchase of TruNarc Drug Detention Equipment for the Police Department from Thermo Scientific Portable Analytical Instruments, Inc. of Boston, Massachusetts in an Amount of $36,779.57. Police Chief Kevin Denney reported that currently the Grand Island Police Department did not have the resources to test the various controlled substances encountered on the street. Purchasing TruNarc handheld narcotics analyzer from Thermo Fisher Scientific would increase officer safety as they are seeing more and more substances containing Fentanyl, allow officers to easily and quickly identify the material without having to physically take a sample or open certain packaging, and have a more accurate identification for criminal charging purposes. Motion by Doug Lanfear, second by Maggie Mendoza to approve Resolution #2023-140. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. i. #2023-141 – Approving Interlocal Agreement with Hall County for 2023 Asphalt Resurfacing for sections of 13th Street and Capital Avenue. j.#2023-142 - Approving Bid Award for Annual Supply of Road Deicing Salt 2023-2024 with Blackstrap, Inc. of Neligh, Nebraska in an Amount of $54.55 per ton off-peak and $57.25 per ton peak. k.#2023-143 - Approving Agreement with NDOT for the Grand Island Area Metropolitan Planning Organization (GIAMPO) for the 2024 Fiscal Year Transportation Planning Program. l.#2023-144 - Approving Change Order No. 4 for Eddy Street Underpass Rehabilitation; Project No. 2019-U-1 with The Diamond Engineering Company of Grand Island, Nebraska for a time extension for completion to September 1, 2023. m. #2023-145 – Approving Request for Contract/Document Management Software from SHI in an Amount of $19,710.24. n.#2023-146 - Approving Proposal for Life, AD&D, and Supplemental Life Insurance Provider from Securian Life Insurance Company of St. Paul, Minnesota in an Amount of $51,804.00 Annual Premium. Human Resources Director Aaron Schmid reported that the City provides all regular status employees who work an average of at least thirty (30) hours per week City-paid life/accidental death insurance coverage. The current vendor proposed a 16.79% increase at renewal. An RFP was conducted with six (6) bids received. The Securian proposal offers more coverage at a lower price. Page 8 of 244 Page 4, City Council Regular Meeting, May 9, 2023 Motion by Bethany Guzinski, second by Maggie Mendoza to approve Resolution #2023- 146. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. 10. PUBLIC HEARINGS a.Public Hearing on the Semi-Annual Report by the Grand Island Area Economic Development Corporation/Citizens Advisory Review Committee on the Economic Development Program Plan Grand Island Area Economic Development Corporation Executive Director Mary Berlie gave a presentation on the Semi-Annual Report. Staff recommended approval. No public testimony was heard. #2023-147 - Consideration of Approving Semi-Annual Report by the Grand Island Area Economic Development Corporation/Citizens Advisory Review Committee on the Economic Development Program Plan. Motion by Bethany Guzinski, second by Doug Lanfear to approve Resolution #2023-147. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. b.Public Hearing on Proposed Blighted and Substandard Area 37 for Approximately 9 Acres Located in central Grand Island south of Faidley Avenue between Carey Avenue and White Avenue (Phil Beckett and Stephen Steck) Regional Planning Director Chad Nabity reported that Phil Beckett and Stephen Steck had commissioned a Blight and Substandard Study for Proposed Redevelopment Area No. 37. This study was approximately 9.1 acres of property south of Faidley Avenue between Carey Avenue and White Avenue. Staff recommended approval. Phil Becket spoke in support. No further public testimony was heard. #2023-148 - Consideration of Approving Proposed Blighted and Substandard Area 37 for Approximately 9 Acres Located in central Grand Island south of Faidley Avenue between Carey Avenue and White Avenue (Phillip Beckett and Stephen Steck) Phil Becket answered questions concerning the project. Executive Director of the O’Neill & Omaha Valley Hope and Lori Cleveland representing CHI spoke in support. Motion by Mitch Nickerson, second by Bethany Guzinski to approve Resolution #2023-148. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. Page 9 of 244 Page 5, City Council Regular Meeting, May 9, 2023 c.Public Hearing on Request from GSI Engineering, LLC for a Conditional Use Permit to Continue Operations of a Remediation System to Address Petroleum Contamination located at 2028 East Highway 30 Regional Planning Director Chad Nabity reported that GIS Engineering, LLC had submitted a request to allow for the use of a trailer at the site of 2028 East Highway 30 to clean up groundwater. Staff recommended approval. No public testimony was heard. #2023-149 - Consideration of Request from GSI Engineering, LLC for a Conditional Use Permit to Continue Operations of a Remediation System to Address Petroleum Contamination located at 2028 East Highway 30 Motion by Doug Lanfear, second by Mike Paulick to approve Resolution #2023-149. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. 11. REQUEST AND REFERRALS 12. RESOLUTIONS a.#2023-150 - Consideration of Approving Economic Development Incentive Agreement with GIX Logistics, Inc. Interim City Administrator Laura McAloon reported that GIX Logistics, Inc. had submitted the required LB-840 application for a forgivable loan in the amount of $465,000.00. Proposed was the creation of 18 full-time equivalent (FTE) employees with an average hourly wage of $35.00. Requested was $465,000.00 for job creation, job training and infrastructure to be paid over four years. Staff recommended approval. Jim Pirnie answered questions regarding the GIX renovation due to growth. Motion by Jack Sheard, second by Bethany Guzinski to approve Resolution #2023-150. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. 13. ORDINANCES a.#9929 - Consideration of Revisions to Chapter 35 of the City Code - Water. Motion to suspend the rules was moved by Bethany Guzinski, seconded by Doug Lanfear. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. Page 10 of 244 Page 6, City Council Regular Meeting, May 9, 2023 Interim Utilities Director Ryan Schmitz reported that the proposed City Code changes to Chapter 35 - Water included revisions to applicable sections of the code that provide for the Utility and Building Departments to allow the use of HDPE pipe in installations requiring 2” pipe or smaller that fall outside of the boundaries of documented Groundwater Control Areas in the City. Staff recommended approval. Motion by Michelle Fitzke, second by Bethany Guzinski to approve Ordinance #9929. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. b. #9930 - Consideration of Revisions to Chapter 15 of the City Code - Electricity Motion to suspend the rules was moved by Doug Lanfear, seconded by Mike Paulick. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. Assistant Finance Director Brian Schultz reviewed the following changes to Chapter 15 of the Grand Island City Code regarding Electricity: •The recommendation would be to make a change from 24 months to 12 months of good payment history to be eligible for a refund. This includes no more than one delinquent payment. •Unless the account is being finalized, the standard process would be to issue a credit to their account. •Deposits historically have only been applied to accounts when they get finalized before they are eligible for a refund. We do not have to rely on them because of a bad payment history. Motion by Bethany Guzinski, second by Mike Paulick to approve Ordinance #9930. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. c. #9931 - Consideration of Approving Salary Ordinance Motion to suspend the rules was moved by Doug Lanfear, seconded by Michelle Fitzke. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. Interim City Administrator Laura McAloon reported that Administration was recommending three changes to the organizational structure. The first was the addition of an Assistant City Administrator classification with a salary range of $69.3040 - $90.3360 per hour. The second change was the renaming of the Planning Director to the Community Development Director. The final proposed change was to remove the Building Director classification and replace it with a Chief Building Official classification. Staff recommended approval. Page 11 of 244 Page 7, City Council Regular Meeting, May 9, 2023 Darwin Barnes spoke in support of the changes to the Planning Director becoming the Community Development Director and taking over the Building Department duties. Discussion was held regarding the need for an Assistant City Administrator. Motion by Doug Lanfear, second by Michelle Fitzke to approve Ordinance #9931. Roll Call: Ayes: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Michelle Fitzke, Mark Stelk, Mitch Nickerson, Doug Lanfear, and Jason Conley. Absent: Chuck Haase. Motion adopted. ADJOURN The meeting was adjourned at 8:48 p.m. RaNae Edwards City Clerk Page 12 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 8.c. Subject: Approving Minutes of June 20, 2023 City Council Study Session Staff Contact: RaNae Edwards BACKGROUND: DISCUSSION: FISCAL IMPACT: ALTERNATIVES: RECOMMENDATION: SAMPLE MOTION: ATTACHMENTS: 1. Minutes Page 13 of 244 City Council Meeting Minutes Council Chambers City Hall 100 East First Street Study Session of April 4, 2023 7:00 PM 1. CALL TO ORDER Pursuant to due call and notice thereof, a Regular Meeting of the City Council of the City of Grand Island, Nebraska was conducted in the Council Chambers of City Hall, 100 East First Street, on June 20, 2023. Notice of the meeting was given in The Grand Island Independent on June 14, 2023. Mayor Roger G. Steele called the meeting to order at 7:00 PM. The following City Council members were present: Maggie Mendoza, Bethany Guzinski, Jack Sheard, Mike Paulick, Mitchell Nickerson, and Doug Lanfear. Councilmembers Chuck Haase, Mark Stelk, Jason Conley and Michelle Fitzke were absent. The following City Officials were present: City Clerk RaNae Edwards, Interim City Administrator Laura McAloon, Finance Director Patrick Brown, Assistant City Attorney Stacy Nonhof and Interim Public Works Director Keith Kurz. 2. ITEMS FOR DISCUSSION a.State Fair Presentation Jaime Parr, Executive Director of the Nebraska State Fair; Terry Galloway, Chair of the Nebraska State Fair 1868 Foundation Board of Directors; and Brian Friedrichsen from Olson presented the State Fair Campus Master Plan. The Master Plan proposed significant improvements to the critical infrastructure of the campus and in 2022 the Nebraska Legislature awarded $20 million ARPA dollars to the State Fair for wastewater and stormwater infrastructure improvements. The State Fair and its Foundation anticipate needing an additional $7.6 million in funding. Revenues and expenses for infrastructure were reviewed. Presented were 3 zones of work to be completed. They were requesting the City to budget $7.6 million for funding assistance by 2026. Discussion was held regarding the term “Ag Capital of the Midwest” as a future goal for the State Fair. Mentioned was the ARPA Funds in the amount of $20 million awarded from the state. The total budget requested from the State Fair for this project was $27.6 million. Chris Kotulak, Executive Director of Fonner Park spoke in support of the State Fair project. Mr. Kotulak answered questions regarding Fonner Parks funding toward this project. He stated the Page 14 of 244 Page 2 of 3, City Council Study Session, June 20, 2023 casino had not been asked for funds but were willing to work with the State Fair. Mentioned was the parking lots in need of repair. b.Revisions to City Code Chapter 5 Relating to Chickens Assistant City Attorney Stacy Nonhof reported that the Animal Advisory Board held several meetings with a group of citizens wanting to change City Code as it pertained to chickens. The proposal was to allow any residential lot in the City to have up to eight (8) chicken hens with a minimum of three (3) hens. For lots of a minimum of one acre, the owner could have up to twenty-four (24) hens. Mentioned were the required setbacks that would need to be followed. Kathy Nabity gave a PowerPoint presentation regarding the requested changes in City Code. Amos Anson spoke in support. Ms. Nonhof answered questions regarding apartment complexes, renters, etc. if chickens would be allowed. She stated it would be the property owner’s decision to allow them as City Code does not deal with this issue. Home Owners Association (HOA) could be more restrictive than the City and not allow chickens. Enforcement would be under Animal Control or after hours it would be the Police Department. c.Council Goal; Setting Interim City Administrator Laura McAloon reported that on June 3, 2023, the City Council engaged in its initial goal-setting exercise at their Retreat. A list of issues was compiled to be addressed in the next 5 years and what needed to be addressed in the next year if they had unlimited resources. Input and feedback from Administration and Department Directors on existing or planned projects was gathered. This Study Session was an opportunity to narrow the current list of issues and potential goals. City Administration recommended that Council consider the feedback from the Department Directors and provide input on the removal (or addition) of issues from the broad list of potential goals. Further refinement of these issues and development of the final list of goals would be done in additional Council retreat sessions, with final adoption of the 2024-2028 Goals taking place in a regular meeting session. Ms. McAloon requested the Council narrow down the list to be brought forward to a further Study Session. Mentioned were the following goals: •Heartland Events Center •Welcoming Community •Facilitating the Development of 4th Street and enhancing sidewalks •Traffic concerns between Stuhr Road and Highway 30 •Traffic Safety concerns on Highway 281 •Rerouting bypasses/trucks out of town •Utilizing Grand Island TV to add more programming •Implementing a newsletter to the community •Creating the position of Assistant City Administrator and Chief Financial Officer for economic development •Profession development for staff Page 15 of 244 Page 3 of 3, City Council Study Session, June 20, 2023 •Emergency Communication System Interconnected •Fire Station #3 •Public greenspace maintenance & appearance •Heartland Public Shooting Park Management & Marketing •Camp Augustine Acquisition Police Chief Kevin Denney answered questions concerning rerouting trucks out of town and enforcement which was shared with the State Patrol. Interim Public Works Director Keith Kurz answered questions regarding Claude Road, Diers Avenue, Wendy’s/Pumpers, and State Street to Capital Avenue. He also answered questions regarding the east lakes area with costs being $15.3 million. This would be a multi-year project. 3. ADJOURN The meeting was adjourned at 9:04 p.m. RaNae Edwards City Clerk Page 16 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 8.d. Subject: Approving Payment of Claims for the Period of June 14, 2023 through June 27, 2023 for a total amount of $8,740,858.54. Staff Contact: Patrick (Pat) Brown BACKGROUND: DISCUSSION: FISCAL IMPACT: ALTERNATIVES: RECOMMENDATION: SAMPLE MOTION: ATTACHMENTS: None Page 17 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 8.e. Subject: #2023-151 - Approving a Change Order to Installation of Monitors in Council Chambers Staff Contact: Patrick (Pat) Brown BACKGROUND: Grand Island Television, along with the Finance Department, presented needed upgrades to the current media system on September 20, 2022 which include digital signage display implementation, audio system replacement, and video/lighting additions. GITV’s last upgrade occurred in 2016. DISCUSSION: Per our Cable TV Franchise agreement, the City is required to spend these funds on capital improvements for GITV. The last upgrade was in 2016 and revenues have averaged $30,000 a year since then. City Council approved upgrades through AVI Systems, a sole source provider, in the amount of $83,000.00 on November 20, 2022. Staff has identified another improvement it can make in viewing items placed on the two big screens located on the side of council chambers. The staff recommends the placement of three (3) 43 inch monitors in the recessed lighting box. The cost of monitors, installation, cabling, and programing is $14,441.29. Staff believes this will benefit Council members in viewing presentations. The change order includes changing the monitor size from 43 inches to 49 inches and having AVI providing the preparation for hanging the monitors instead of staff. With AVI doing the prep work for the installation of the monitors, it provides a better warranty for the City if something does go awry. The increase in cost is $4,693.44. Page 18 of 244 FISCAL IMPACT: The fiscal impact is $4,693.44. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee 3. Postpone the issue to a future date 4. Take no action on the issue RECOMMENDATION: The City Administration recommends Council approve the change order for the installation of monitors in Council Chambers for the amount of $4,693.44 . SAMPLE MOTION: Move to approve the resolution. ATTACHMENTS: 1. AVI Invoice 2. Resolution Page 19 of 244 Page 20 of 244 Page 21 of 244 Page 22 of 244 Page 23 of 244 Page 24 of 244 Page 25 of 244 Page 26 of 244 Page 27 of 244 Page 28 of 244 R E S O L U T I O N 2023-151 WHEREAS, the current GITV media system is upgrading its custom hardware and software broadcast system; and WHEREAS, the last upgrade was in 2016 and cable franchise fee revenues have averaged $30,000 a year since then; and WHEREAS, per our Cable TV Franchise agreement, the City is required to spend these funds on capital improvements for GITV; and WHEREAS, GITV is seeking approval of a change order for purchase additional monitors for council chamber in the total amount of $4,693.44; and WHEREAS, by Resolution 2022-335 adopted on November 20, 2022, the City Council designated AVI Systems as the sole source provider of hardware and software for the GITV media system until November 20, 2032. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, that the change order for purchase of monitors, in the total amount of $4,693.44 from AVI Systems of Omaha, Nebraska is hereby approved. BE IT FURTHER RESOLVED, that the Mayor and designees are hereby authorized to take all actions necessary to effect the purposes of this resolution. - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 27, 2023. _______________________________________ Roger G. Steele, Mayor Attest: _______________________________________ RaNae Edwards, City Clerk Page 29 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 8.f. Subject: #2023-152 - Approving Change Order Relative to Police Radios with Platte Valley Communications Staff Contact: Kevin Denney, James Duering, Dean Elliott BACKGROUND: The Grand Island Police Department received Council Approval, Resolution #2023-129, to purchase four (4) additional APX8500 radios for patrol vehicles. The original quote, under State contract, was $33,560.00. Platte Valley, the Sole Source Provider for installation, discovered that these radios will not fit flush in the console as a single unit. After reconfiguring the radio as a remote trunk mount unit, the quote increased by $318.32. DISCUSSION: The Grand Island Police Department needs approval to proceed with this purchase so that the four (4) additional radios can be ordered and installed to fit properly in the fleet vehicle. FISCAL IMPACT: The Grand Island Police Department will only incur a cost increase of $318.32 from our Capital Expense line for the additional equipment. ALTERNATIVES: There are no alternatives. RECOMMENDATION: The Grand Island Police Department requests approval to change the approved amount for the four (4) APX 8500 radios from $33,560.00 to the new quoted amount of $33,878.32. SAMPLE MOTION: Approved by the City Council of the City of Grand Island, Nebraska June 27, 2023. ATTACHMENTS: 1. Motorola quote 2. Revised Motorola quote Page 30 of 244 3. Resolution 2023-129 4. Resolution Page 31 of 244 QUOTE-2117469 GRAND ISLAND POLICE 04/04/2023 The design, technical, pricing, and other information (“Information”) furnished with this submission is confidential proprietary information of Motorola Solutions, Inc. or the Motorola Solutions entity providing this quote(“Motorola”) and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner toanyone other than those required to evaluate the Information without the express written permission of Motorola.MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are theproperty of their respective owners. © 2020 Motorola Solutions, Inc. All rights reserved. Page 32 of 244 04/04/2023 GRAND ISLAND POLICE 111 PUBLIC SAFETY DR GRAND ISLAND, NE 68801 Dear Jim Duering, Motorola Solutions is pleased to present GRAND ISLAND POLICE with this quote for quality communications equipment and services. The development of this quote provided us the opportunity to evaluate your requirements and propose a solution to best fulfill your communications needs. This information is provided to assist you in your evaluation process. Our goal is to provide GRAND ISLAND POLICE with the best products and services available in the communications industry. Please direct any questions to Mike Hoffman at mikeh@pvcneb.com. We thank you for the opportunity to provide you with premier communications and look forward to your review and feedback regarding this quote. Sincerely, Mike Hoffman Motorola Solutions Manufacturer's Representative QUOTE-2117469 Page 33 of 244 Billing Address: GRAND ISLAND POLICE 111 PUBLIC SAFETY DR GRAND ISLAND, NE 68801 US Quote Date:04/04/2023 Expiration Date:06/03/2023 Quote Created By:Mike Hoffmanmikeh@pvcneb.com End Customer: GRAND ISLAND POLICE Jim Duering jduering@gipolice.org 3083855400 Line # Item Number Description Qty List Price Sale Price Ext. Sale Price APX™ 8500 1 M37TSS9PW1AN APX8500 ALL BAND MP MOBILE 4 $5,667.00 $3,966.90 $15,867.60 1a GA09008AA ADD: GROUP SERVICES 4 $165.00 $115.50 $462.00 1b QA01648AA ADD: HW KEY SUPPLEMENTAL DATA 4 $6.00 $4.20 $16.80 1c GA00318AF ENH: 5 YEAR ESSENTIAL SVC 4 $480.00 $480.00 $1,920.00 1d G66BA ADD: DASH MOUNT 02 4 $138.00 $96.60 $386.40 1e GA00250AA ADD: WIFI/GNSS STUBBY ANTENNA LMR240 4 $110.00 $77.00 $308.00 1f G996AS ENH: OVER THE AIR PROVISIONING 4 $110.00 $77.00 $308.00 1g GA01513AB ADD: ALL BAND MOBILE ANTENNA (7/8/V/U) 4 $105.00 $73.50 $294.00 1h G51AT ENH:SMARTZONE 4 $1,650.00 $1,155.00 $4,620.00 1i G142AD ADD: NO SPEAKER APX 4 $0.00 $0.00 $0.00 1j GA01620AA ADD: MULTI SYSTEM OTAR 4 $165.00 $115.50 $462.00 1k GA09001AA ADD: WI-FI CAPABILITY 4 $330.00 $231.00 $924.00 1l G298AS ENH: ASTRO 25 OTAR W/ MULTIKEY 4 $814.00 $569.80 $2,279.20 QUOTE-2117469 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""UnderlyingAgreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, thenMotorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 3 Page 34 of 244 Line # Item Number Description Qty List Price Sale Price Ext. Sale Price 1m G843AH ADD: AES ENCRYPTION AND ADP 4 $523.00 $366.10 $1,464.40 1n GA00804AA ADD: APX O2 CH (GREY) 4 $541.00 $378.70 $1,514.80 1o G444AH ADD: APX CONTROL HEAD SOFTWARE 4 $0.00 $0.00 $0.00 1p GA01517AA DEL: NO J600 ADAPTER CABLE NEEDED 4 $0.00 $0.00 $0.00 1q G806BL ENH: ASTRO DIGITAL CAI OP APX 4 $567.00 $396.90 $1,587.60 1r W22BA ADD: STD PALM MICROPHONE APX 4 $79.00 $55.30 $221.20 1s G361AH ENH: P25 TRUNKING SOFTWARE APX 4 $330.00 $231.00 $924.00 Grand Total $33,560.00(USD) Notes: ● Unless otherwise noted, this quote excludes sales tax or other applicable taxes (such as Goods and Services Tax,sales tax, Value Added Tax and other taxes of a similar nature). Any tax the customer is subject to will be added toinvoices. QUOTE-2117469 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""UnderlyingAgreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, thenMotorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 4 Page 35 of 244 Purchase Order Checklist Purchase Order Checklist Marked as PO/ Contract/ Notice to Proceed on Company Letterhead (PO will not be processed without this) PO Number/ Contract Number PO Date Vendor = Motorola Solutions, Inc. Payment (Billing) Terms/ State Contract Number Bill-To Name on PO must be equal to the Legal Bill-To Name Bill-To Address Ship-To Address (If we are shipping to a MR location, it must be documented on PO) Ultimate Address (If the Ship-To address is the MR location then the Ultimate Destination address must be documented on PO ) PO Amount must be equal to or greater than Order Total Non-Editable Format (Word/ Excel templates cannot be accepted) Bill To Contact Name & Phone # and EMAIL for customer accounts payable dept Ship To Contact Name & Phone # Tax Exemption Status Signatures (As required) Page 36 of 244 QUOTE-2062213 GRAND ISLAND POLICE AXP8500 02/23/2023 The design, technical, pricing, and other information (“Information”) furnished with this submission is confidential proprietary information of Motorola Solutions, Inc. or the Motorola Solutions entity providing this quote(“Motorola”) and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner toanyone other than those required to evaluate the Information without the express written permission of Motorola.MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are theproperty of their respective owners. © 2020 Motorola Solutions, Inc. All rights reserved. Page 37 of 244 02/23/2023 GRAND ISLAND POLICE 111 PUBLIC SAFETY DR GRAND ISLAND, NE 68801 RE: Motorola Quote for AXP8500 Dear Jim Duering, Motorola Solutions is pleased to present GRAND ISLAND POLICE with this quote for quality communications equipment and services. The development of this quote provided us the opportunity to evaluate your requirements and propose a solution to best fulfill your communications needs. This information is provided to assist you in your evaluation process. Our goal is to provide GRAND ISLAND POLICE with the best products and services available in the communications industry. Please direct any questions to Mike Hoffman at mikeh@pvcneb.com. We thank you for the opportunity to provide you with premier communications and look forward to your review and feedback regarding this quote. Sincerely, Mike Hoffman Motorola Solutions Manufacturer's Representative QUOTE-2062213 Page 38 of 244 Billing Address: GRAND ISLAND POLICE 111 PUBLIC SAFETY DR GRAND ISLAND, NE 68801 US Quote Date:02/23/2023 Expiration Date:04/24/2023 Quote Created By:Mike Hoffmanmikeh@pvcneb.com End Customer: GRAND ISLAND POLICE Jim Duering jduering@gipolice.org 3083855200 Contract: 32517 - NEBRASKA ADMINSERVICES CONTRACT #14534 OC Line # Item Number Description Qty List Price Sale Price Ext. Sale Price APX™ 8500 1 M37TSS9PW1AN APX8500 ALL BAND MP MOBILE 4 $5,893.68 $4,125.58 $16,502.32 1a QA01648AA ADD: HW KEY SUPPLEMENTAL DATA 4 $6.00 $4.20 $16.80 1b GA00318AF ENH: 5 YEAR ESSENTIAL SVC 4 $480.00 $480.00 $1,920.00 1c GA00250AA ADD: WIFI/GNSS STUBBY ANTENNA LMR240 4 $110.00 $77.00 $308.00 1d GA01513AB ADD: ALL BAND MOBILE ANTENNA (7/8/V/U) 4 $105.00 $73.50 $294.00 1e G51AT ENH:SMARTZONE 4 $1,650.00 $1,155.00 $4,620.00 1f G142AD ADD: NO SPEAKER APX 4 $0.00 $0.00 $0.00 1g G843AH ADD: AES ENCRYPTION AND ADP 4 $523.00 $366.10 $1,464.40 1h GA00804AA ADD: APX O2 CH (GREY) 4 $541.00 $378.70 $1,514.80 1i G444AH ADD: APX CONTROL HEAD SOFTWARE 4 $0.00 $0.00 $0.00 1j GA01517AA DEL: NO J600 ADAPTER CABLE NEEDED 4 $0.00 $0.00 $0.00 QUOTE-2062213AXP8500 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""UnderlyingAgreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, thenMotorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 3 Page 39 of 244 Line # Item Number Description Qty List Price Sale Price Ext. Sale Price 1k G806BL ENH: ASTRO DIGITAL CAI OP APX 4 $567.00 $396.90 $1,587.60 1l W22BA ADD: STD PALM MICROPHONE APX 4 $79.00 $55.30 $221.20 1m G361AH ENH: P25 TRUNKING SOFTWARE APX 4 $330.00 $231.00 $924.00 1n G67DD ADD: REMOTE MOUNT 02 MP 4 $327.00 $228.90 $915.60 1o G298AS ENH: ASTRO 25 OTAR W/ MULTIKEY 4 $814.00 $569.80 $2,279.20 1p G610AC ADD: REMOTE MOUNT CABLE 30 FT APX 4 $28.00 $19.60 $78.40 1q G996AS ENH: OVER THE AIR PROVISIONING 4 $110.00 $77.00 $308.00 1r GA09001AA ADD: WI-FI CAPABILITY 4 $330.00 $231.00 $924.00 Grand Total $33,878.32(USD) Notes: ● Unless otherwise noted, this quote excludes sales tax or other applicable taxes (such as Goods and Services Tax,sales tax, Value Added Tax and other taxes of a similar nature). Any tax the customer is subject to will be added toinvoices. QUOTE-2062213AXP8500 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""UnderlyingAgreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, thenMotorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 4 Page 40 of 244 Purchase Order Checklist Purchase Order Checklist Marked as PO/ Contract/ Notice to Proceed on Company Letterhead (PO will not be processed without this) PO Number/ Contract Number PO Date Vendor = Motorola Solutions, Inc. Payment (Billing) Terms/ State Contract Number Bill-To Name on PO must be equal to the Legal Bill-To Name Bill-To Address Ship-To Address (If we are shipping to a MR location, it must be documented on PO) Ultimate Address (If the Ship-To address is the MR location then the Ultimate Destination address must be documented on PO ) PO Amount must be equal to or greater than Order Total Non-Editable Format (Word/ Excel templates cannot be accepted) Bill To Contact Name & Phone # and EMAIL for customer accounts payable dept Ship To Contact Name & Phone # Tax Exemption Status Signatures (As required) Page 41 of 244 RESOLUTION 2023-129 WHEREAS, the City has approved the budget authority for the up-fitting of police patrol vehicles, the estimate of which included APX 8500 radios, and WHEREAS, the new radios, specifically the APX 8500, were included in the estimated cost of that up-fitting. Motorola will only sell these units direct, under State contract 145340C, and WHEREAS, the Grand Island Police Department needs approval for the purchase of these radios direct from Motorola , with installation provided from our sole source provider, Platte Valley Communications of Grand Island as declared in Resolution 2022-229, and WHEREAS, the Grand Island Police Department will have the equipment to mirror the multi-agency communication abilities with our portable radios, and allow for growth into a more modern radio system. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, approve the purchase of four (4) APX 8500 radios from Motorola Solutions in the amount of $33,560.00. BE IT FURTHER RESOLVED, that installation of said radios will be done by the City's sole source provider, Platte Valley Communications of Grand Island. Adopted by the City Council of the City of Grand Island, Nebraska, May 23, 2023. Ro G. Steele, Mayor Attest: a.f. LCtik RaNae Edwards, City Clerk Page 42 of 244 R E S O L U T I O N 2023-152 WHEREAS, the City has approved The Grand Island Police Department’s budget authority for the up-fitting of the APX 8500 radios in police patrol vehicles under Resolution 2023-129; and WHEREAS, the Grand Island Police Department received an updated quote when Platte Valley, the Sole Source Provider for the installation, discovered that these radios will not fit flush in the console as a single unit, requiring additional parts required to complete install; and WHEREAS, the Police Department desires to purchase the $318.32 additional equipment needed to be installed for a proper fit into the fleet vehicles, which increases the total to $33,878.32 from the original approved purchase of $33,560.00. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, to approve the purchase increase, with the additional installation parts to $33,878.32 an increase of $318.32, which was approved in Resolution 2023-129 . - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 27, 2023. _______________________________________ Roger G. Steele, Mayor Attest: _______________________________________ RaNae Edwards, City Clerk Page 43 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 8.g. Subject: #2023-153 - Approving Virtual Reality De-escalation Site-Based Initiative Grant Application Staff Contact: Kevin Denney, James Duering, Libby Finochiaro BACKGROUND: Application for Grant Funds to purchase Virtual Reality Training Equipment DISCUSSION: Police work problem solving in an incongruous and rapidly changing environment. The skills necessary to navigate these situations, particularly when it comes to escalation and de-escalation between communication and use of force tactics, cannot be done in a static environment. Advancements in technology have bridged the gap between realistic hands on training, and safe training environments, as virtual reality becomes a more adept tool for training with true 360 degree sensory input and dynamic plot shifts. The police department is seeking to apply for Bureau of Justice Administration (BJA) Funding, in cooperation with the Advanced Law Enforcement Response Training (ALERRT) program at the Texas State University to pay for virtual reality training hardware and software. This is a competitive award, and the final funding is not known. However, the purchase of this equipment is currently cost prohibitive without grant funds due to other necessary budget considerations. The police department has already participated in demonstrations and utilized equipment owned by other similar-sized agencies, and has a good understanding of the project scope and goals. Postpone discussion to a future date is not an alternative due to deadlines for application. The police department would like to seek authority to apply for these grant funds, and move training our officers into more modern practices. Page 44 of 244 FISCAL IMPACT: To be determined based on grant funding opportunity ALTERNATIVES: 1. Move to approve 2. Refer to committee 3. Take no action on the issue. RECOMMENDATION: The City Administration recommends that the Council approve authority to apply for BJA Grant Funds for virtual reality training equipment and training. SAMPLE MOTION: Move that Grand Island Police Department is hereby authorized to apply for BJA funding in conjunction with Texas State University for virtual reality equipment and training. ATTACHMENTS: 1. Resolution Page 45 of 244 R E S O L U T I O N 2023-153 WHEREAS, the City of Grand Island Police Department is applying to the Virtual Reality De-escalation Site Based Initiative Grant for virtual reality training equipment and; WHEREAS, the purchase of the virtual reality training equipment is necessary to provide high quality on-site training to Grand Island Police Department in a safe and controlled environment; WHEREAS, the project total is $97,000.00 and there is no required local match, 100% of this project will be federal funded in FY24. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, that the application for the Virtual Reality De-escalation Site Based Initiative Grant is hereby approved BE IT FURTHER RESOLVED, that the Mayor is hereby authorized and directed to execute such grant award on behalf of the City of Grand Island. - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 27, 2023. ______________________________________ Roger G. Steele, Mayor Attest: _______________________________________ RaNae Edwards, City Clerk Page 46 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 8.h. Subject: #2023-154 - Approving Temporary Construction Easements for 18th Street- Moores Creek Drainway to Diers Avenue; Project No. 2022-P-8 (Umbrella Development, LLC- 1918 Aspen Circle) Staff Contact: Keith Kurz BACKGROUND: The Claude Road; Faidley Avenue to State Street project is for the addition and improvement of several roadways in the City of Grand Island. It is anticipated that these projects will occur over several years at a pace dictated by budgets, development growth and need. A Claude Road extension from just north of Faidley Avenue to State Street is the major focus of this project. It is desired to build this roadway and several connections to Diers Avenue guided by an existing City of Grand Island concept plan. This project will allow for improvements to the Diers Avenue corridor intended to control access and improve traffic performance and safety. The Diers Avenue improvements would be the second component to this project. Also associated with this project is the potential for improvements to the Highway 281 and 30 corridors adjacent to the other project areas. These improvements would focus on creating north and southbound left-turn lane offsets as well as right turn lanes to exit from the highway. This portion of the project could involve potential application of NDOT safety funds and would involve coordination with NDOT throughout the project. Construction of 18th Street, from Diers Avenue to Claude Road is the first improvement with the Claude Road project. On January 24, 2023, via Resolution No. 2023-21, City Council approved the bid award of 18th Street- Moores Creek Drainway to Diers Avenue; Project No. 2022-P-8 to The Diamond Engineering Company of Grand Island, Nebraska in the amount of $1,149,288.25. The Public Works Department is proposing a concrete curb and gutter roadway section along with sidewalk, traffic control, drainage and all other associated improvements needed to complete the project. Page 47 of 244 A sketch is attached to show the temporary construction easement area. DISCUSSION: A temporary construction easement is needed for the new 18th Street, which is scheduled to be built this summer, from the proposed Claude Road to Diers Avenue. Engineering staff of the Public Works Department negotiated with the property owner for use of such temporary construction easement area. Property Owner Legal Description Cost Umbrella Development, LLC A TEMPORARY EASEMENT CONSISTING OF PART OF LOT 2 OF KAAAR SUBDIVISION, CITY OF GRAND ISLAND, HALL COUNTY, NEBRASKA AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID LOT 2; THENCE ON AN ASSUMED BEARING OF S89o56’31”W ALONG THE SOUTH LINE OF SAID LOT 2 A DISTANCE OF 18.12 FEET TO THE POINT OF INTERSECTION OF SAID SOUTH LINE AND A NORTHERLY LINE OF PROPOSED ROAD RIGHT-OF-WAY (R.O.W.), SAID POINT ALSO BEING THE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID SOUTH LINE S89o56’31”W A DISTANCE OF 135.40 FEET TO A POINT OF INTERSECTION OF SAID SOUTH LINE AND A NORTHERLY LINE OF PROPOSED ROAD R.O.W.; THENCE N45o19’37”W ALONG SAID NORTHERLY LINE A DISTANCE OF 21.31 FEET TO THE PONT OF INTERSECTION OF SAID NORTHERLY LINE AND THE WEST LINE OF SAID LOT 2; THENCE N00o35’44”W ALONG SAID WEST LINE A DISTANCE OF 5.00 FEET; THENCE N89o56’31”E A DISTANCE OF 145.28 FEET; THENCE N00o01’46”W A DISTANCE OF 33.78 FEET; THENCE N89o37’22”E A DISTANCE OF 18.00 FEET TO A POINT ON A EAST LINE OF SAID LOT 2; THENCE S00o01’46”E ALONG SAID EAST LINE A DISTANCE OF 16.64 FEET; THENCE S00o01’46”E A DISTANCE OF 27.23 FEET; THENCE S51o41’25”W A DISTANCE OF 16.15 FEET TO THE POINT OF BEGINNING. SAID TEMPORARY EASEMENT CONTAINS 3697 SQUARE FEET MORE OR LESS. $1,300.00 Total= $1,300.00 Page 48 of 244 FISCAL IMPACT: $1,300.00 for easements is in the approved FY23 budget. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee. 3. Postpone the issue to future date. 4. Take no action on the issue presented in this motion. RECOMMENDATION: City Administration recommends that the Council approve the Temporary Construction Easement between the City of Grand Island and the affected property owner for 18th Street- Moores Creek Drainway to Diers Avenue; Project No. 2022-P-8, in the total amount of $1,300.00. SAMPLE MOTION: Move to approve as recommended. ATTACHMENTS: 1. Resolution 2. Exhibit. Page 49 of 244 R E S O L U T I O N 2023-154 WHEREAS, a temporary construction easement is required by the City of Grand Island, from property described below to construct 18th Street- Moores Creek Drainway to Diers Avenue; Project No. 2022-P-8: Property Owner Legal Description Cost Umbrella Development, LLC A TEMPORARY EASEMENT CONSISTING OF PART OF LOT 2 OF KAAAR SUBDIVISION, CITY OF GRAND ISLAND, HALL COUNTY, NEBRASKA AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID LOT 2; THENCE ON AN ASSUMED BEARING OF S89o56’31”W ALONG THE SOUTH LINE OF SAID LOT 2 A DISTANCE OF 18.12 FEET TO THE POINT OF INTERSECTION OF SAID SOUTH LINE AND A NORTHERLY LINE OF PROPOSED ROAD RIGHT-OF-WAY (R.O.W.), SAID POINT ALSO BEING THE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID SOUTH LINE S89o56’31”W A DISTANCE OF 135.40 FEET TO A POINT OF INTERSECTION OF SAID SOUTH LINE AND A NORTHERLY LINE OF PROPOSED ROAD R.O.W.; THENCE N45o19’37”W ALONG SAID NORTHERLY LINE A DISTANCE OF 21.31 FEET TO THE PONT OF INTERSECTION OF SAID NORTHERLY LINE AND THE WEST LINE OF SAID LOT 2; THENCE N00o35’44”W ALONG SAID WEST LINE A DISTANCE OF 5.00 FEET; THENCE N89o56’31”E A DISTANCE OF 145.28 FEET; THENCE N00o01’46”W A DISTANCE OF 33.78 FEET; THENCE N89o37’22”E A DISTANCE OF 18.00 FEET TO A POINT ON A EAST LINE OF SAID LOT 2; THENCE S00o01’46”E ALONG SAID EAST LINE A DISTANCE OF 16.64 FEET; THENCE S00o01’46”E A DISTANCE OF 27.23 FEET; THENCE S51o41’25”W A DISTANCE OF 16.15 FEET TO THE POINT OF BEGINNING. SAID TEMPORARY EASEMENT CONTAINS 3697 SQUARE FEET MORE OR LESS. $1,300.00 Total= $1,300.00 WHEREAS, such Temporary Construction easement has been reviewed and approved by the City Legal Department. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, that the City of Grand Island be, and hereby is, authorized to compensate the affected property owner for the Temporary Construction easement on the above described tract of land. - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 27, 2023. _______________________________________ Roger G. Steele, Mayor Page 50 of 244 - 2 - Attest: _______________________________________ RaNae Edwards, City Clerk Page 51 of 244 Page 52 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 8.i. Subject: #2023-155 - Approving Certificate of Final Completion for Lift Station No. 1 Rehabilitation; Project No. 2022-S-2 Staff Contact: Keith Kurz BACKGROUND: The Diamond Engineering Company of Grand Island, Nebraska was awarded a $98,825.40 contract on July 12, 2022, via Resolution No. 2022-174, for Lift Station No. 1 Rehabilitation; Project No. 2022-S-2. This project was for the rehabilitation of existing Lift Station No. 1, which is located at 312 N Tilden Street in a portion of an old building owned by the Grand Island Parks Department. Due to the condition of the building it was desired to rehabilitate the building and demolish the Parks Department area of the building. DISCUSSION: The project was completed in accordance with the terms, conditions, and stipulations of the contract, plans and specifications. Construction was completed for a total cost of $113,539.65, resulting in an underrun of $705.00. Additional project costs are shown below. Additional Costs- B2 Environmental, Inc. Asbestos $ 750.00 City of Grand Island PW Engineering Services $14,903.68 Grand Island Independent Advertising $ 104.10 MR Electric Electrical Work $ 989.92 Olsson, Inc. Engineering Services $41,362.14 Page 53 of 244 Tilley Sprinkler Systems Irrigation Controller $ 750.00 Additional Costs Total= $58,859.84 Total project cost is $172,399.49. This project stemmed from the Parks Department wanting to have an existing building demolished. Because the lift station was housed in a portion of this building, the Public Works Department handled the project and the Parks Department agreed to a cost share for the project in the total amount of $28,234.88. FISCAL IMPACT: This project is in the approved FY23 budget. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee. 3. Postpone the issue to future date. 4. Take no action on the issue presented in this motion. RECOMMENDATION: City Administration recommends that the Council approve the Certificate of Final Completion for Lift Station No. 1 Rehabilitation; Project No. 2022-S-2 . SAMPLE MOTION: Move to approve as recommended. ATTACHMENTS: 1. Certificate of Final Completion 2. Resolution Page 54 of 244 ENGINEER’S CERTIFICATE OF FINAL COMPLETION Lift Station No. 1 Rehabilitation; Project No. 2022-S-2 CITY OF GRAND ISLAND, NEBRASKA June 27, 2023 TO THE MEMBERS OF THE COUNCIL CITY OF GRAND ISLAND GRAND ISLAND, NEBRASKA This is to certify that Lift Station No. 1 Rehabilitation; Project No. 2022-S-2 has been fully completed by The Diamond Engineering Company of Grand Island, Nebraska under the contract awarded July 12, 2022. The work has been completed in accordance with the terms, conditions, and stipulations of said contract and complies with the contract, the plans and specifications. The work is hereby accepted for the City of Grand Island, Nebraska, by me as Public Works Director in accordance with the provisions of Section 16-650 R.R.S., 1943. Item No.Description Total Quantity Unit Unit Price Total Cost 1 MOBILIZATION/DEMOBILIZATION 1.00 LS 1,200.00$ 1,200.00$ 2 ELECTRICAL DEMOLITION 1.00 LS 3,400.00$ 3,400.00$ 3 EXISTING BUIDLING DEMOLIITION 1.00 LS 12,500.00$12,500.00$ 4 L.S. BUILDING REHABILITATION 1.00 LS 64,500.00$64,500.00$ 5 ADDRESS SIGN 1.00 EA 500.00$ 500.00$ 6 INTERIOR WATER (MECHANICAL)1.00 LS 2,600.00$ 2,600.00$ 7 1" SERVICE CONNECTION 1.00 EA 1,700.00$ 1,700.00$ 8 CURB STOP W/ BOX 1.00 EA 815.00$ 815.00$ 9 1" COPPER WATER SERVICE 158.00 LF 38.20$ 6,035.60$ 10 REMOVE & REPLACE SIDEWALK 4.00 SY 69.50$ 278.00$ 11 REMOVE CONCRETE PAVEMENT 122.00 SY 12.60$ 1,537.20$ 12 ABANDON EXISTING WATER SERVICE 1.00 LS 545.00$ 545.00$ 13 SILT FENCE 0.00 LF 5.00$ -$ 14 GRADING 1.00 LS 800.00$ 800.00$ 15 SEEDING 4,274.00 SF 0.40$ 1,709.60$ 98,120.40$ CO1-1 REMOVING EXTERIOR BUILDING SEALER & REPLACING WITH PRIMER AND PAINT 1.00 LS 2,350.00$ 2,350.00$ CO1-2 REWORK ELECTRICAL SERVICE & INTERIOR WIRING 1.00 LS 9,850.00$ 9,850.00$ CO1-3 CONCRETE SIDEWALK REPAIR 43.50 LS 69.50$ 3,023.25$ CO1-4 DETECTABLE WARNING PANELS 8.00 LS 24.50$ 196.00$ 15,419.25$ 113,539.65$ BASE BID- Base Bid Total= CHANGE ORDER NO. 1- Change Order No. 1 Total= GRAND TOTAL= Page 55 of 244 2 | P a g e C e r t i f i c a t e o f F i n a l C o m p l e t i o n 2 0 2 2 S a n i t a r y S e w e r R e h a b i l i t a t i o n ; P r o j e c t N o . 2 0 2 2 - S - 1 Additional Costs: B2 Environmental, Inc.Asbestos $ 750.00 City of Grand Island PW Engineering Services $ 14,903.68 Grand Island Independent Advertising $ 104.10 MR Electric Electrical Work $ 989.92 Olsson, Inc.Engineering $ 41,362.14 Tilley Sprinkler Systems Irrigation Controller $ 750.00 Total Additional Costs= $ 58,859.84 Total Project Cost= $172,399.49 I hereby recommend that the Engineer’s Certificate of Final Completion for Lift Station No. 1 Rehabilitation; Project No. 2022-S-2 be approved. __________________________________________________ Keith Kurz PE, – Interim City Engineer/Public Works Director __________________________________________________ Roger G. Steele – Mayor Page 56 of 244 R E S O L U T I O N 2023-155 WHEREAS, the City Engineering/Public Works Director for the City of Grand Island issued a Certificate of Final Completion for Lift Station No. 1 Rehabilitation; Project No. 2022-S-2 certifying that The Diamond Engineering Company of Grand Island, Nebraska, under contract, has completed such project for the total construction amount of $113,539.65; and WHEREAS, the City Engineer/Public Works Director recommends the acceptance of the project; and WHEREAS, additional project costs equate to $58,859.84, as shown ADDITIONAL COSTS B2 Environmental, Inc.Asbestos $ 750.00 City of Grand Island PW Engineering Services $ 14,903.68 Grand Island Independent Advertising $ 104.10 MR Electric Electrical Work $ 989.92 Olsson, Inc.Engineering $ 41,362.14 Tilley Sprinkler Systems Irrigation Controller $ 750.00 Total Additional Costs= $58,859.84 WHEREAS, the Mayor concurs with the recommendation of the City Engineer/Public Works Director. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, that the Certificate of Final Completion for Lift Station No. 1 Rehabilitation; Project No. 2022-S-2, in the total amount of $172,399.49 is hereby confirmed. - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 27, 2023. _______________________________________ Roger G. Steele, Mayor Attest: _______________________________________ RaNae Edwards, City Clerk Page 57 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 8.j. Subject: #2023-156 - Approving Certificate of Final Completion for Circle Drive Drainage Improvements; Project No. 2022-D-1 Staff Contact: Keith Kurz BACKGROUND: Elsbury Construction, LLC of Grand Island, Nebraska was awarded a $55,628.18 contract by the City Council on October 11, 2022, via Resolution No. 2022- 280, for Circle Drive Drainage Improvements; Project No. 2022-D-1. DISCUSSION: The project was completed in accordance with the terms, conditions and stipulations of the contract, plans and specifications. Construction was completed at a total cost of $56,555.40, resulting in an overrun of $927.22. Additional project costs incurred by the City (detailed below) totaled $21,847.88 for a final project cost of $78,403.28. Additional Project Costs- JEO Consulting Group, Inc.- Engineering Services $21,635.00 Hall County Register of Deeds- Filing Fees $68.00 Grand Island Independent- Advertising $144.88 Additional Project Costs= $21,847.88 FISCAL IMPACT: This project is in the approved FY23 budget. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee. Page 58 of 244 3. Postpone the issue to future date. 4. Take no action on the issue presented in this motion. RECOMMENDATION: City Administration recommends that the Council confirm the Certificate of Final Completion for Circle Drive Drainage Improvements; Project No. 2022-D-1 and accept the Project as complete. SAMPLE MOTION: Move to approve as recommended. ATTACHMENTS: 1. Certificate of Final Completion 2. Resolution Page 59 of 244 1 | P a g e C e r t i f i c a t e o f F i n a l C o m p l e t i o n C i r c l e D r i v e D r a i n a g e I m p r o v e m e n t s ; P r o j e c t N o . 2 0 2 2 - D - 1 ENGINEER’S CERTIFICATE OF FINAL COMPLETION Circle Drive Drainage Improvements; Project No. 2022-D-1 CITY OF GRAND ISLAND, NEBRASKA June 27, 2023 TO THE MEMBERS OF THE COUNCIL CITY OF GRAND ISLAND GRAND ISLAND, NEBRASKA This is to certify that Circle Drive Drainage Improvements; Project No. 2022-D-1 has been fully completed by Elsbury Construction, LLC of Grand Island, Nebraska under the contract dated October 19, 2022. The work has been completed in accordance with the terms, conditions, and stipulations of said contract and complies with the contract, the plans and specifications. The work is hereby accepted for the City of Grand Island, Nebraska, by me as Public Works Director in accordance with the provisions of Section 16-650 R.R.S., 1943. Circle Drive Drainage Improvements; Project No. 2022-D-1 Additional Project Costs- JEO Consulting Group, Inc.- Engineering Services $ 21,635.00 Hall County Register of Deeds Filing Fees $ 68.00 Grand Island Independent- Advertising $ 144.88 Additional Project Costs Total =$ 21,847.88 Circle Drive Drainage Improvements; Project No. 2022-D-1 Project Total = $78,403.28 I hereby recommend that the Engineer’s Certificate of Final Completion for Circle Drive Drainage Improvements; Project No. 2022-D-1 be approved. _______________________________________________ ___________________________________ Keith Kurz, PE – Interim City Engineer/Public Works Director Roger G. Steele – Mayor Item No.Description Total Quantity Unit Unit Price Total Cost 1 MOBILIZATION 1.00 LS 8,767.85$ $8,767.85 2 BONDING AND INSURANCE 1.00 LS 622.60$ $622.60 3 REMOVE PAVEMENT 178.00 SY 8.91$ $1,585.98 4 REMOVE DRIVEWAY 126.00 SY 8.91$ $1,122.66 5 7" CONCRETE PAVEMENT 256.00 SY 88.56$ $22,671.36 6 6" CONCRETE DRIVEWAY 105.00 SY 81.18$ $8,523.90 7 SUBGRADE PREPARATION 349.00 SY 3.10$ $1,081.90 8 ROCK DRAIN 74.84 TONS 54.24$ $4,059.32 9 4" GRAVEL SURFACING 22.00 TONS 38.74$ $852.28 10 CLEARING AND GRUBBING 1.00 LS 5,165.75$ $5,165.75 11 SODDING 106.66 SY 10.33$ $1,101.80 12 SPRINKLER REPAIR 1.00 LS 1,000.00$ $1,000.00 13 TEMPORARY TRAFFIC CONTROL 0.00 LS 1,771.12$ $0.00 $56,555.40PROJECT TOTAL= Page 60 of 244 R E S O L U T I O N 2023-156 WHEREAS, the City Engineer/Public Works Director for the City Of Grand Island has issued a Certificate of Completion for Circle Drive Drainage Improvements; Project No. 2022-D-1 (the “Project”), certifying that Elsbury Construction, LLC of Grand Island, Nebraska, under contract, has completed the drainage projects the total amount of $56,555.40; and WHEREAS, the City has incurred additional project costs in the amount of $21,847.88, as detailed below, resulting in a total Project cost of $78,403.28; and Additional Project Costs- JEO Consulting Group, Inc.- Engineering Services $ 121,635.00 Hall County Register of Deeds Filing Fees $ 68.00 Grand Island Independent- Advertising $ 144.88 Additional Project Costs Total =$ 21,847.88 WHEREAS, the City Engineer/Public Works Director recommends the confirmation of the Certificate of Final Completion and acceptance of the Project as complete; and WHEREAS, the Mayor concurs with the recommendation of the City Engineer/Public Works Director. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, that the Certificate of Final Completion, for Circle Drive Drainage Improvements; Project No. 2022-D-1, in the total amount of $78,403.28, is hereby confirmed and the Project is hereby accepted as complete. - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 27, 2023. _______________________________________ Roger G. Steele, Mayor Attest: _______________________________________ RaNae Edwards, City Clerk Page 61 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 8.k. Subject: #2023-157 - Approving Uniform Contract with Cintas Corporation Staff Contact: Ryan Schmitz, Keith Kurz, Laura McAloon BACKGROUND: Several divisions within the Utilities and Public Works Department utilize a rental agreement in order to provide standard uniforms for their employees. The Union Contracts require the employees to pay 40% of the cost and the City 60%. Not all employees take advantage of the uniforms so the total numbers change from time to time. The City’s current agreement is with Cintas Corporation, which has been in place since October 2015, and is set to expire on October 31st, 2023. DISCUSSION: Cintas Corporation is part of OMNIA, a cooperative purchasing organization that works to obtain the lowest competitive pricing. The new agreement will supersede the remaining term of the existing agreement and run through October 1st, 2028. Pricing under the new agreement guarantees rental costs at, or below, the current rental rates being paid by the City for all offerings. FISCAL IMPACT: Pricing under the new agreement guarantees rental costs at, or below, the current rental rates being paid by the City for all offerings. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee. 3. Postpone the issue to future date. 4. Take no action on the issue presented in this motion. RECOMMENDATION: City Administration recommends that the Council accept the contract for uniform rental from Cintas Corporation in Hays, Kansas. Page 62 of 244 SAMPLE MOTION: Make a motion to accept the contract for uniform rental from Cintas Corporation. ATTACHMENTS: 1. Contract 2. Resolution Page 63 of 244 FACILITIES SOLUTIONS AGREEMENT Location No.____________ Contract No.____________ Customer No.___________ Main Corporate Code  New CC 13218 Date__________________ Customer/Participating Agency ______________________________________________ Phone_________________ Address_________________________________________________ City__________________ State_____ Zip______ UNIFORM PRODUCT RENTAL PRICING: Item # Description Unit Price •This agreement is effective as of this date from ____________ to ____________, with a minimum term of 36 months. The length of this rentalagreement will commence with the actual uniform rental, not affiliated with the start date of the Master Agreement. Any negotiations of price, termsor discounts must be approved by Prince William County Public Schools for the Master Agreement. Any such changes shall take effect on the anniversary date of the master agreement. All requests for price changes must be justified and based upon verifiable criteria which may include theBureau of Labor Statistics Consumer Price Index (CPI-U).•Name Emblem $_____________ea ● Company Emblem $_____________ea •Customer Emblem $_____________ea ● Embroidery $_____________ea •COD Terms $_____________per week charge for prior service (if Amount Due is Carried to Following Week) •Automatic Lost Replacement Charge:Item____________________________ % of Inventory____________ $_____________Ea. •Automatic Lost Replacement Charge:Item____________________________ % of Inventory____________ $_____________Ea. •Minimum Charge $_____________per delivery. •Make-Up charge $_____________per garment. •Non-Standard/Special Cut Garment (i.e., non-standard, non-stocked unusually small or large sizes, unusually short or long sleeve or length, etc.)premium $_____________per garment. •Seasonal Sleeve Change $_____________per garment. •Under no circumstances will the Company accept textiles bearing free liquid. Shop towels may not be used to clean up oil or solvent spills. •Artwork Charge for Logo Mat $______________________ •Size Change: Customer agrees to have employees measured by a Cintas representative using garment “size samples”. A charge of $________________ per garment will be assessed for employee’s size changed within 4 weeks of installation. •Other________________________________________________Pricing is fixed for term of agreement unless written approval by both parties. FACILITY SERVICES PRODUCTS PRICING: Bundle* Item # Description Rental Freq. Inventory Unit Price *Indicated bundled items/services Page 64 of 244 Omnia Partners Public Sector Participating Public Agencies Terms 1.Participating Public Agencies: Supplier agrees to extend the same terms, covenants agreed to under the Master Agreement with LeadPublic Agency Prince William County Public Schools to other government agencies (“Participating Public Agencies”) that, in their discretion, desire to access the Master Agreement in accordance with all terms and conditions contained herein or attached hereto. Eachparticipating Public Agency will be exclusively responsible and deal directly with Supplier on matters relating to length of agreement,ordering, delivery, inspection, acceptance, invoicing, and payment for products and services in accordance with the terms and conditions of the Master Agreement. Any disputes between a Participating Public Agency and Supplier will be resolved directly between them inaccordance with and governed by the laws of the State in which the Participating Public Agency exists.2.Master Agreement available at https://www.omniapartners.com/publicsector Supplier General Service Terms Section CUSTOMER: Cintas Loc. No: _______________________________ Please Sign Name____________________________________________________________ By: _________________________________ Please Print Name ____________________________________________________________ Title: __________________________________ Please Print Title_____________________________________________________________ Accepted-GM: __________________________________ Email______________________________________________________________________ ____ ____ ____ ____ Initial and check box if Unilease. All Garments will be cleaned by customer Date ____ Initial and check box if receiving Linen Service. Company will take periodic physical inventories of items in possession or under control Date customer. ____ Initial and check box if receiving direct embroidery. If service is discontinued for any employee or Customer deletes any of the garments Date direct embroidery for any reason, or terminates this agreement for any reason or fails to renew this agreement, Customer will purchase all direct embroidered garments at the time they are removed from service at the then current replacement values. 3. Prices Customer agrees to rent from Company, and Company agrees to provide to Customer, the Merchandise, inventory and services described on Exhibit A, "Merchandise & Pricing" at the prices set forth in Exhibit A. There will be a minimum charge of thirty-five dollars($35.00) per week for each Customer location required to purchase its rental services from Company as set forth in this Agreement. 4. Buyback of Non-Standard Garments Customer has ordered from Company a garment rental service requiring embroidered garments that may not be standard to Company’s normal rental product line. Those non-standard products will be designated as such under-Garment Description in Exhibit C. In the event Customer deletes a non-standard product, alters the design of the non-standard product, fails to renew the Agreement, or terminates the Agreement for any reason other than documented quality of service reasons which are not cured, Customeragrees to buy back all remaining non-standard products allocated to Customer that the Company has in service and out of service at the then current Loss/Damage Replacement Values. 5. Service Guarantee: Company guarantees to deliver the highest quality textile rental service at all times. Any complaints about the quality of the service which have not been resolved in the normal course of business must be sent by registered letter to Company's General Manager. If Company then fails to resolve any material complaint in a reasonable period of time, Customer may terminate this agreement provided allrental items are paid for at the then current replacement values or returned to Company in good and usable condition. 6. Garments' Lack of Flame Retardant or Acid Resistant Features Unless specified otherwise in writing by the Company, the garments supplied under this Agreement are not flame retardant or acid resistant and contain no special flame retardant or acid resistant features. They are not designed for use in areas of flammability risk or where contact with hazardous materials is possible. Flame resistant and acid resistant garments are available from Company upon request. Customer warrants that none of the employees for whom garments are suppliedpursuant to this Agreement require flame retardant or acid resistant clothing. 7. Logo Mats In the event that Customer decides to delete any mat bearing the Customer’s logo (Logo Mat) from the rental program, changes the design of the Logo Mats, terminates this agreement for any reason or fails to renew this Agreement, the Customer will purchase at the time of deletion, design change or termination, all remaining Logo mats that the Company has in service and out of service held in inventory at the then current Loss/Damage Replacement Value. Page 65 of 244 If this agreement is cancelled for convenience in the first twelve months of the term, Customer shall pay as termination charges equal to 50 weeks of rental service. If this agreement is cancelled for convenience in months thirteen (13) through eighteen (18) of the term, Customer shall pay as termination charges equal to 36 weeks of rental service. If this agreement is cancelled for convenience in months nineteen (19) through twenty-four (24) of the term, Customer shall pay as termination charges equal to 23 weeks of rental service. If this agreement is cancelled for convenience after 24 months of service, Customer shall pay as termination charges of 10 weeks of rental service. Customer shall also be responsible to return all of the Merchandise allocated to such Customer locations terminating this Agreement at the then current Loss/Damage Replacement Values and for any unpaid charges on Customer’s account prior to termination. 8. Adding Employees Additional employees and Merchandise may be added to this Agreement at any time upon written or oral request by the Customer to the Company. Any such additional employees or Merchandise shall automatically become a part of and subject to the terms of this Agreement. If such employees are employed at a Customer location that is then participating under this Agreement, the Customer shall pay Company the one-time preparation fee indicated on Exhibit A. Customer shall not pay Company any one-time preparation fee for garments for employees included in the initial installation of a Customer location. There will be a one-time charge for name and/or company emblems when employees are added to the program in garments requiring emblems. 9. Emblem Guarantee Customer has requested that Company supply emblems designed exclusively for Customer featuring Customer's logo or other specific identification (hereinafter "Customer Emblems"). Company will maintain a sufficient quantity of Customer Emblems in inventory to provide for Customer's needs and maintain a low cost per emblem through quantity purchases. 10. In the event Customer decides to discontinue the use of Customer Emblems, changes the design of the Customer Emblems, terminates this Agreement for any reason or fails to renew this Agreement, the Customer will purchase at the time of deletion, design change, termination or expiration, all remaining Customer Emblems that the Company allocated to Customer at the price indicated on Exhibit A of this Agreement. In no event shall the number of Customer Emblems allocated to Customer exceed the greater of (a) twelve (12) months’ volume for each unique Customer Emblem or (b) a quantity agreed to by Company and Customer and noted on Exhibit A. 11. Terminating Employees Subject to the provisions of this Agreement, the weekly rental charge attributable to any individual leaving the employ of the Customer, or on a temporary leave of absence of three (3) weeks or more, shall be terminated upon oral or written notice by the Customer to the Company but only after all garments issued to that individual, or value of same at the then current Loss/Damage Replacement Values, are returned to Company. 12. Replacement In the event any Merchandise is lost, stolen or is not returned to Company, or is destroyed or damaged by fire, welding damage, acid, paint, ink, chemicals, neglect or otherwise, the Customer agrees to pay for said Merchandise at the then current Loss/Damage Replacement Values. 13. Indemnification To the fullest extent permitted by law, Company agrees to defend, indemnify, pay on behalf of and save harmless the Participating Public Agency, its elected and appointed officials, agents, employees and authorized volunteers against any and all claims, liability, demands, suits or loss, including reasonable attorneys’ fees and all other costs connected therewith, arising out of or connected to the services provided by Company under this Contract, but only to the extent of Company’s negligence. 14. Additional Items: Additional customer employees, products and services may be added to this agreement and shall automatically become a part of and subject to the terms hereof and all of its provisions. If this agreement is terminated early for convenience, the parties agree that the damages sustained by Company will be substantial and difficult to ascertain. Therefore, if this agreement is terminated by Customer prior to the applicable expiration date for any reason other than documented quality of service reasons which are not cured, or terminated by Company for non-payment by Customer at any time Customer will pay to Company, as termination charges and not as a penalty based upon the following schedule: Page 66 of 244 Service Agreement Attachment #2 _________________________________ This Attachment is to amend the agreement between City of Grand Island (hereinafter “Customer”) and Cintas Corporation (hereinafter “Company”) signed on 7-2-23. The parties hereby agree as follows: This agreement and attachments contains the entire agreement of the parties with respect to the subject matter of this agreement and supersedes all prior negotiations, agreements and understandings with respect thereto. This agreement may only be amended by a written document executed by all parties. Implementation of this agreement is expected to begin on or about July 2, 2023 Cintas Signature__________________Firm __________________________ Cintas Loc. # ________Customer Signature____________________________ Date_______________Customer Print Name __________________________ Customer Title ___________________________ 070P 7/2/2023 City of Grand Island Page 67 of 244 Rental Location Sold to Party RT Day Stop Sold to Name Address 1 City State Postal Code MLA Agreement # MLA Agreement Type MLA Expiration Date Local Agreement # 070P 17144417 10 Wednesday City Of Grand Island 1111 W North Front ST Grand Island NE 68801 070P 17144437 10 Wednesday City Of Grand Island- Platte Generating 1035 W Wildwood DR Grand Island NE 68801 070P 19788857 10 Wednesday City Of Grand Island 508 S Shady Bend DR Grand Island NE 68801 070P 17144381 10 Wednesday City Of Grand Island 370 N Pine ST Grand Island NE 68801 070P 17144456 10 Wednesday City Of Grand Island- Line 600 W North Front ST Grand Island NE 68801 Cintas BY _______________________________ Printed Name ________________________________ City Of Grand Island By __________________________________ Printed Name _______________________________________ Title Service Agreement Attachment #1 _________________________________This Attachment is to amend the agreement between City Of Grand Island (hereinafter “Customer”) and Cintas Corporation (hereinafter “Company”) signed on ______7-2-2023____________. The parties hereby agree as follows: 1.The Agreement will include the following locations. As the Customer opens new locations or the Company expands its servicearea to include existing locations, these locations will be included in this Agreement. Aaron Hammeke Page 68 of 244 Uniform Addendum SAP Item Number Description Weekly Price 270 CARGO PANT 0.264 280 CARHARTT FR JEAN 0.417 290 CARHARTT FR CARP JN 0.417 294 CARHARTT FR WORK SH 0.417 330 COTTON WORK SHIRT 0.249 370 CARGO SHORTS 0.264 371 FR CARHARTT WORK PNT 0.417 381 CARHARTT 5 PKT JN 0.402 382 CARHARTT CARP JN 0.402 383 CARHARTT PANT 0.456 912 COVERALL 0.271 935 COMFORT SHIRT 0.183 945 COMFORT PANT 0.206 970 HIP LENGTH JKT 0.264 376 CARHARTT ACTIVE JACKET 1.188 894 JEANS- Dickies 0.316 65386 LIME YELLOW CLASS 2 WORK SHIRT L0.436 65386 LIME YELLOW CLASS 2 WORK SHIRT S0.436 69526 LIME YELLOW SS CLASS 2 T-SHIRT 0.569 74331 Dickies Carpenter Jean 0.417 677 Lined Sport Jacket 0.417 Cintas By ____________________ Printed Name ___________________ Title ___________________ City of Grand Island By ________________________ Printed Name ______________________ Title _______________________ This Attachment is to amend the agreement between City Of Grand Island (hereinafter “Customer”) and Cintas Corporation (hereinafter “Company”) signed on ______7-2-2023____________. Aaron Hammeke Key Account Manager Page 69 of 244 FS Addendum Item #Description Weekly Rental Price EOW Rental Price Monthly Rental Price 10196 3X5 TRAFFIC MAT GRNT $2.172 $3.225 $4.886101974x6 Traffic Mat $4.480 $6.588 $8.950101843X5 ACTIVE SCRAPER $2.750 $3.624 $5.750194624' MOP FRAME $0.000 $0.000 $0.0006924WOOD DUST MOP HANDLE $0.000 $0.000 $0.000 2160 SM SHOP TWL-RED $0.116 $0.195 $0.293 2700 TERRY TOWEL $0.105 $0.203 $0.304 27045 SIG AUTOSOAP DSP ALU $0.000 $0.966 $1.93127048SIG AUTOSOAP CVR WHT $0.000 $0.000 $0.0008071SIG SANT ALC FM RFL $0.000 $0.000 $0.0008072SIG SANT SVC $2.108 $5.400 $10.8009559SIG HND SANTZR STAND $0.900 $1.800 $2.7002718Large Bath Towel $0.412 $0.622 $0.825 Cintas By ____________________ Printed Name ___________________ Title ___________________ City of Grand Island By ________________________ Printed Name ______________________ Title _______________________ This Attachment is to amend the agreement between City Of Grand Island (hereinafter “Customer”) and Cintas Corporation (hereinafter “Company”) signed on ______7-2-2023____________. Aaron Hammeke Key Account Manager Page 70 of 244 R E S O L U T I O N 2023-157 WHEREAS, several divisions within the Utilities and Public Works Department utilize a rental agreement in order to provide standard uniforms for their employees; and WHEREAS, the City’s current agreement is with Cintas Corporation, which has been in place since October 2015, and is set to expire on October 31st, 2023; and WHEREAS, Cintas Corporation is part of OMNIA, a cooperative purchasing organization that works to obtain the lowest competitive pricing; and WHEREAS, the new agreement will supersede the remaining term of the existing agreement and run through October 1, 2028 and guarantees rental costs at, or below, the current rental rates. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, that the Uniform Rental Contract with Cintas Corporation of Hayes, Kansas is accepted. BE IT FURTHER RESOLVED that the Mayor and designee are hereby authorized to execute all documents necessary to effect the purpose of this Resolution. - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 27, 2023. ____________________________________ Roger G. Steele, Mayor Attest: _______________________________ RaNae Edwards, City Clerk Page 71 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 8.l. Subject: #2023-158 - Approving Purchase of Vehicle for City Hall Maintenance Division Staff Contact: Laura McAloon BACKGROUND: The City Hall Maintenance Division has one vehicle used for City Hall grounds maintenance, including snow removal. The current vehicle is a 1998 Chevrolet K1500 Fleetside truck which was acquired from the Streets Division in 2007. The truck is well past its useful life, is no longer economical to maintain and is currently non-operational. DISCUSSION: City staff initially explored utilizing the State of Nebraska purchasing contract for the purchase of a new vehicle at a cost of $48,904 and an anticipated delivery date of 3 to 6 months from order. At the direction of the Administration, staff did additional research and have now negotiated the acquisition of a used 2020 Ford F- 150 X1E at a total cost of $32,562.15 including delivery to City Hall. The truck is in stock at Phil Long Motor City, Colorado Springs, CO. Multiple quotes were obtained for various used vehicles and the final price of the vehicle which meets the needs of the Maintenance Division for use and snow removal is $16,342 less than the purchase of a vehicle off of the competively procured State purchasing contract. The Purchasing Agent has approved the negotiated price and acquisition as satisfying the intent of the City’s Procurement Code. FISCAL IMPACT: The purchase of a replacement vehicle was budgeted for $48,904 in the FY2023 budget and the proposed vehicle purchase price of $32,562.15 at a savings of approximately $16,342 less than the budgeted amount. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee 3. Postpone the issue to further date 4. Take no action on the issue RECOMMENDATION: City Administration recommends that the Council approve the purchase of a 2020 Ford F150 from Phil Long Motor City for the amount of Page 72 of 244 $32,562.15. Page 73 of 244 SAMPLE MOTION: Move to approve as recommended. ATTACHMENTS: 1. Resolution 2023-158 2. 2020 FORD F150 Page 74 of 244 Page 75 of 244 R E S O L U T I O N 2023-158 WHEREAS, the City is in need of and has budgeted for a replacement maintenance vehicle to facilitate City Hall maintenance; and WHEREAS, staff have negotiated the purchase of a used vehicle at a price of $32,562.15 and such purchase price is over $16,000 less that the cost of a new vehicle off the State of Nebraska purchasing contract. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, that the acquisition of a 2020 Ford F-150 X1E from Phil Long Motor City at the contract price of $32,562.15 delivered (Stock # S9809) is approved. BE IT FURTHER RESOLVED, that the Mayor and City staff are hereby directed to take all actions necessary to effect the purchase and delivery of said replacement vehicle and to dispose of the replaced vehicle through sale or auction. - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 13, 2023 _______________________________________ Roger G. Steele, Mayor Attest: _______________________________________ RaNae Edwards, City Clerk Page 76 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 8.m. Subject: #2023-159 - Approving Interlocal Agreement with Hall County for Library Services Staff Contact: Celine Swan BACKGROUND: A proposed Interlocal Agreement has been approved by the Hall County Board of Commissioners regarding library services to Hall County residents. The agreement is for a five-year period commencing October 1, 2023 to September 30, 2028. In consideration for the services provided, the County agreed to pay for the period October 1, 2023 to September 30, 2024 $27,500 to the City as a lump sum amount no later than November 15, 2024. The County agreed to pay for the period October 1, 2024 to September 30, 2025 $28,325 to the City as a lump sum amount no later than November 15, 2025. The County agreed to pay for the period October 1, 2025 to September 30, 2026 $29,175 to the City as a lump sum amount no later than November 15, 2026. The County agreed to pay for the period October 1, 2026 to September 30, 2027 $30,050 to the City as a lump sum amount no later than November 15, 2027. The County agreed to pay for the period October 1, 2027 to September 30, 2028 $30,952 to the City as a lump sum amount no later than November 15, 2028. This agreement would provide a continuation of services provided to library users who live in Hall County but outside the municipal boundaries of Grand Island. DISCUSSION: Negotiations between the City, the Grand Island Public Library Board, and Hall County occurred during May-June 2023. A new Interlocal Agreement, if approved by the City Council , and Library Board will continue these services for a five- year period commencing October 1, 2023 to September 30, 2028 with the County to pay a 3% increase after the first year. FISCAL IMPACT: There is no fiscal impact. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: Page 77 of 244 1. Move to approve 2. Refer the issue to a Committee. 3. Postpone the issue to future date. 4. Take no action on the issue presented in this motion. RECOMMENDATION: City Administration recommends that the Council approve the five-year Interlocal Agreement with Hall County regarding library services to Hall County residents. SAMPLE MOTION: Move to approve as recommended. ATTACHMENTS: 1. Interlocal Agreement 2. Resolution Page 78 of 244 1 INTERLOCAL COOPERATIVE AGREEMENT FOR THE GRANTING OF GRAND ISLAND PUBLIC LIBRARY USE AND PRIVILEGES TO HALL COUNTY RESIDENTS LIVING BEYOND THE MUNICIPAL BOUNDARIES OF GRAND ISLAND BY AND AMONG THE COUNTY OF HALL, NEBRASKA, THE CITY OF GRAND ISLAND, NEBRASKA, AND THE GRAND ISLAND PUBLIC LIBRARY BOARD THIS AGREEMENT is made and entered into by and among the County of Hall, Nebraska, a body politic and corporate and a political subdivision of the State of Nebraska, hereinafter referred to as the "County," the City of Grand Island, Nebraska, a body politic and corporate and a political subdivision of the State of Nebraska, hereinafter referred to as the "City," and the Grand Island Public Library Board, hereinafter referred to as "Library." WITNESSETH: WHEREAS, the Interlocal Cooperation Act, Neb. Rev. Stat. §13-801 et seq., provides that units of local government of the State of Nebraska and Nebraska state agencies may enter into agreements for the joint and cooperative exercise of powers, privileges, or authority capable of being exercised by either agency; and WHEREAS, the Interlocal Cooperation Act further provides that any one or more public agencies may contract with any one or more public agencies to perform any governmental service, activity, or other undertaking which each public agency entering into the contract is authorized by law to perform; and WHEREAS, County, City, and Library wish to enter into this Agreement for the purpose of granting library use and privileges and for providing library cards to Hall County residents living beyond the municipal boundaries of Grand Island; and WHEREAS, Neb. Rev. Stat.§ 51-208 authorizes the library board of any public city library to contract with the county board in which the library is located to furnish the use and privileges of its library to the inhabitants of such county to the extent and upon such terms as may be agreed upon. NOW THEREFORE, in consideration of these facts, the parties hereto mutually covenant and agree as follows: Page 79 of 244 4 1.Purpose: The purpose of this Agreement is to confer the use and privileges of the Grand Island Public Library to Hall County residents having a residence located beyond the municipal boundaries of Grand Island, hereinafter referred to as "County Residents" or "County Resident." 2.Consideration: a.For the period of October 1, 2023 to September 30, 2024, the County shall pay $27,500.00 to Library as a lump sum amount no later than November 15, 2024. b.For the period of October 1, 2024 to September 30, 2025, the County shall pay $28,325.00 to Library as a lump sum amount no later than November 15, 2025. c.For the period of October 1, 2025 to September 30, 2026, the County shall pay $29,175.00 to Library as a lump sum amount no later than November 15, 2026. d.For the period of October 1, 2026 to September 30, 2027, the County shall pay $30,050.00 to Library as a lump sum amount no later than November 15, 2027. e.For the period of October 1, 2027 to September 30, 2028, the County shall pay $30,952.00 to Library as a lump sum amount no later than November 15, 2028. Payment shall be made to the City of Grand Island, Attn: City Finance Director, P.O. Box 1968, Grand Island, NE 68802. 3.County's Obligations: County shall be responsible for making payments as set forth in Paragraph 2. above, which payments are to cover all expenses related to issuing the County Resident library cards and the provision of public library services as provided herein. 4.City's Obligation: Payments received from County pursuant to this Agreement shall be credited by City to City's general fund. 5.Library's Obligations: Library shall provide and issue cards to County Residents, who are otherwise eligible for a library card, at no cost to the County Resident. County resident cards shall not be issued or renewed with an expiration date that is later than the expiration date of this Agreement. There shall be no limit on the Page 80 of 244 5 number of County Resident cards issued or renewed during the term of this Agreement. For purposes of this Agreement, one household card shall represent all cards applied for and distributed to the head of a household and other members of that one household. Library will actively market information concerning the availability of county resident cards to County Residents living beyond Grand Island's municipal boundaries. The holders of county resident cards shall have the use and privileges of the Library's services upon the same terms and conditions as residents of the City of Grand Island. Notwithstanding anything in this Agreement to the contrary, all County Resident library cards and the library use and privileges granted hereby shall terminate upon termination of this Agreement unless this Agreement is extended, renewed, or replaced by a new agreement providing for extension of such library use and privileges to County Residents. Library shall provide a quarterly report to the County providing the number of all household cards issued to County Residents during the preceding quarter. The quarterly report shall be provided no later than the first business day after the 10th of the month of the following months: January, April, July, and October. 6.Governance. This Agreement shall be co-governed by the Hall County Board of Commissioners, the Grand Island City Council, and the Library Board of the Grand Island Public Library. 7.Indemnification. The Parties hereto agree to indemnify and hold harmless each other from and against all losses, liability, expenses, damages, and claims, including attorney's fees, arising out of or resulting from the indemnifying party's acts or omissions in performing under this Agreement, except to the extent caused by negligent or willful act or omission of such other party. The Parties agree to provide liability insurance to indemnify itself in the event that it becomes liable for the payment of a judgment based upon its acts or omissions, or the acts or omissions of its agents or employees in performing this Agreement. 8.Modification or Termination. This Agreement may only be modified or terminated by written agreement of the Parties. 9.No Separate Entity. There shall be no separate legal entity created through this Agreement. 10.Finances. This Agreement shall be financed by the funds available to the Parties. 11.Term and Duration. This Agreement shall become effective and binding at such time as it is approved by the Library Board, the Grand Island City Council, and Page 81 of 244 6 the Hall County Board of Commissioners and the Agreement has been signed by the duly authorized individuals on behalf of each such entity with the attestation by the respective clerk for each. Unless sooner terminated as provided by Paragraph 8 above, the term of this Agreement shall be five years, commencing October 1, 2023, unless mutually terminated by the parties. NOW THEREFORE, in consideration of the covenants and obligations contained herein, Hall County, the Grand Island Public Library Board, and the City of Grand Island duly execute this agreement. Date: , 2023 CITY OF GRAND ISLAND By: Roger G. Steele, Mayor Attest: RaNae Edwards, City Clerk Date: , 2023 HALL COUNTY By: Jane Richardson Attest: Date: , 2023 GRAND ISLAND PUBLIC LIBRARY BOARD By: Jaime Parr, President Attest: Page 82 of 244 R E S O L U T I O N 2023-159 WHEREAS, a proposed Interlocal Cooperation Agreement was approved by the Grand Island Public Library Board and the Hall County Board of Commissioners regarding library services to Hall County residents who live outside the municipal boundaries of the City of Grand Island; and WHEREAS, the agreement is for a five year period commencing October 1, 2023 to September 30, 2028 For the period of October 1, 2023 to September 30, 2024, the County shall pay $27,500.00 to Library as a lump sum amount no later than November 15, 2024. For each year an additional 3% will be added and paid by November 15. WHEREAS, library services have been provided by the City and City Library to non-city residents of Hall County since 2016. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, the Interlocal Cooperation Agreement for Library Services by and among the County of Hall, the City of Grand Island, and the Grand Island Public Library Board should be and is hereby approved. - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 27, 2023. ____________________________________ Roger G. Steele, Mayor Attest: ______________________________________ RaNae Edwards, City Clerk Page 83 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 9.a. Subject: Public Hearing on Request from La Jaula Salon De Eventos, LLC dba La Jaula Salon De Eventos, 615 East 4th Street for a Class "CK" Liquor License #2023-160 - Approving Request from La Jaula Salon De Eventos, LLC dba La Jaula Salon De Eventos, 615 East 4th Street for a Class "CK" Liquor License and Liquor Manager Designation for Nancy Avitia Huerta, 407 West 9th Street, Grand Island, NE Staff Contact: RaNae Edwards BACKGROUND: Section 4-2 of the Grand Island City Code declares the intent of the City Council regarding liquor licenses and the sale of alcohol. Declared Legislative Intent It is hereby declared to be the intent and purpose of the city council in adopting and administering the provisions of this chapter: 1. To express the community sentiment that the control of availability of alcoholic liquor to the public in general and to minors in particular promotes the public health, safety, and welfare; 2. To encourage temperance in the consumption of alcoholic liquor by sound and careful control and regulation of the sale and distribution thereof; and 3. To ensure that the number of retail outlets and the manner in which they are operated is such that they can be adequately policed by local law enforcement agencies so that the abuse of alcohol and the occurrence of alcohol-related crimes and offenses is kept to a minimum. DISCUSSION: La Jaula Salan De Eventos, LLC dba La Jaula Salon De Eventos, 615 East 4th Street has submitted an application for a Class “CK” Liquor License. A Class “C” Liquor License allows for the sale of alcohol on and off sale inside the corporate Page 84 of 244 limits of the city. A Class “K” Liquor License allows for catering one day events. City Council action is required and forwarded to the Nebraska Liquor Control Commission for issuance of all licenses. This application has been reviewed by the Clerk, Building, Fire, Health, and Police Departments. See attached Police Department report. Also submitted was a request for Liquor Manager Designation for Nancy Avitia Huerta, 407 West 9th Street, Grand Island, Nebraska. Ms. Avitia Huerta has completed a state approved alcohol server/seller training program. Staff recommends approval of the liquor license contingent upon final inspections and liquor manager designation for Nancy Avitia Huerta,407 West 9th Street, Grand Island, Nebraska. FISCAL IMPACT: There is no fiscal impact. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee. 3. Postpone the issue to future date. 4. Take no action on the issue presented in this motion. RECOMMENDATION: Based on the Nebraska Liquor Control Commission’s criteria for the approval of Liquor Licenses, City Administration recommends that the Council approve this application. SAMPLE MOTION: Move to approve as recommended. ATTACHMENTS: 1. Police Report 2. Map 3. Resolution Page 85 of 244 06/15/23 Grand Island Police Department Officer Report for Incident L23061096 Nature: Liquor Lic Inv Address: 615 4TH ST E Location: PCID Grand Island NE 68801 Offense Codes: Received By: Dvorak T How Received: T Agency: GIPD Responding Officers: Dvorak T Responsible Officer: Dvorak T Disposition: CLO 06/15/23 When Reported: 09:18:34 06/15/23 Occurred Between: 09:18:34 06/15/23 and 09:18:34 06/15/23 Assigned To: Detail: Date Assigned: **/**/** Status: Status Date: **/**/**Due Date: **/**/** Complainant: Last: First: Mid: DOB: **/**/**Dr Lic: Address: Race: Sex: Phone: City: , Offense Codes Reported: Observed: Circumstances LT25 LT25 Other/Unknown Location Responding Officers: Unit : Dvorak T 309 Responsible Officer: Dvorak T Agency: GIPD Received By: Dvorak T Last Radio Log: **:**:** **/**/** How Received: T Telephone Clearance: CL CL Case Closed When Reported: 09:18:34 06/15/23 Disposition: CLO Date: 06/15/23 Judicial Status: Occurred between: 09:18:34 06/15/23 Misc Entry: and: 09:18:34 06/15/23 Modus Operandi: Description : Method : Involvements Date Type Description 06/15/23 Name Ruiz, Lorenzo spouse Page 86 of 244 Officer Report for Incident L23061096 Page 2 of 5 06/15/23 06/15/23 Name Avitia Huerta, Nancy owner/manager 06/15/23 Name Ruiz Avitia, Stephanie A daughter 06/15/23 Name La Juala Salon De Eventos, location Page 87 of 244 Officer Report for Incident L23061096 Page 3 of 5 06/15/23 Narrative 309 La Juala Salon De Eventos Nancy Avitia Huerta applied for a new/separate Class C; beer, wine and distilled spirits, on and off sale; with Catering Class K Endorsement, liquor license for her new reception hall. Avitia Huerta was granted the same license for her restaurant, La Juala, in December of 2022. Because the reception hall has a separate address, although is on the same property, Avitia Huerta was advised to seek a new and separate license. _____________________________________________ Responsible LEO: _____________________________________________ Approved by: _____________________________________________ Date Page 88 of 244 Officer Report for Incident L23061096 Page 4 of 5 06/15/23 Supplement 309 La Juala Reception Hall Grand Island Police Department Supplemental Report Date, Time:6-13-23 Reporting Officer:Sgt Dvorak #309 Unit #:CID Nancy Avitia Huerta informed me during my initial licensing investigation that she was planning to host wedding receptions and quienceaneras in a separate building on her property. She was advised that she would need Special Designated License authority to serve alcohol at those events, since it was in a separate building. Nancy and her daughter informed us that the reception hall was not ready yet, so they would check into it when the facility was finished. The new application indicates that Nancy is the sole owner of a new LLC, La Juala Salon de Eventos LLC, which will operate the reception hall. The separate actual address is 615 E 4th, and is literally about 30 feet from the original restaurant, but situated on a north and south axis, rather than east and west. Nancy's husband, Lorenzo Ruiz, again signed an affidavit of spousal non participation. I did not note any new disclosures from either Nancy or Lorenzo. Because I performed an in depth check in December of 2022 for the original license, I only checked back to that month for his application. I found that neither Nancy nor Lorenzo had warrants for their arrest, there were no new local entries or State of Nebraska entries of concern or indications of any violations. I did not locate any indication that GIPD has been called to the restaurant, or had any complaints at La Juala for any reason. Therefore, the Grand Island Police Department does not object to Nancy Avitia Huerta being granted a new Class C liquor license, with a Class K endorsement for catering, for her new reception hall, La Juala Salon de Eventos, at 615 E 4th St. Page 89 of 244 Liquor License Application:Class “CK”: La Jaula Salon De Eventos !! !! ! ! ! ! ! ! ! ^_ Pin e St N U P W a y Vin e St S8th St EYund St3rd St ES y c a m ore St N9th St EO a k St S Plu m St S4th St ESouth Front St EN orth Front St EC herry St S2nd St E1st St E6th St EDivision St EKi m b all A v e N 7th St EVin e St N M ark et St P o plar St O a k St N L a mb ert StSaint Paul Rd B e al St U P R R D rPlum St N 5th St EUS Highway 30 E 615 4TH ST E ¯ Legend ^_615 4TH ST E !Licensed Locations Road Centerlines1 inch = 400 feet Page 90 of 244 R E S O L U T I O N 2023-160 WHEREAS, an application was filed by La Jaula Salan De Eventos, LLC dba La Jaula Salon De Eventos, 615 East 4th Street for a Class "CK" Liquor License; and WHEREAS, a public hearing notice was published in the Grand Island Independent as required by state law on June 17, 2023; such publication cost being $15.75; and WHEREAS, a public hearing was held on June 27, 2023 for the purpose of discussing such liquor license application. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, that: ____ The City of Grand Island hereby recommends approval of the above- identified liquor license application contingent upon final inspections. ____ The City of Grand Island hereby makes no recommendation as to the above-identified liquor license application. ____ The City of Grand Island hereby makes no recommendation as to the above-identified liquor license application with the following stipulations: __________________________________________________________ ____ The City of Grand Island hereby recommends denial of the above- identified liquor license application for the following reasons:_________ __________________________________________________________ ____ The City of Grand Island hereby recommends approval of Nancy Avitia Huerta, 407 W. 9th Street, Grand Island, Nebraska for Liquor Manager Designation. - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 27, 2023. _______________________________________ Roger G. Steele, Mayor Attest: _______________________________________ RaNae Edwards, City Clerk Page 91 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 9.b. Subject: Public Hearing on Acquisition of Public Right-of-Way for 18th Street- Moores Creek Drainway to Diers Avenue; Project No. 2022-P-8 (Umbrella Development, LLC- 1918 Apsen Circle) #2023-161 - Approving Acquisition of Public Right-of-Way for 18th Street- Moores Creek Drainway to Diers Avenue; Project No. 2022-P-8 (Umbrella Development, LLC- 1918 Apsen Circle) Staff Contact: Keith Kurz BACKGROUND: The Claude Road; Faidley Avenue to State Street project is for the addition and improvement of several roadways in the City of Grand Island. It is anticipated that these projects will occur over several years at a pace dictated by budgets, development growth and need. A Claude Road extension from just north of Faidley Avenue to State Street is the major focus of this project. It is desired to build this roadway and several connections to Diers Avenue guided by an existing City of Grand Island concept plan. This project will allow for improvements to the Diers Avenue corridor intended to control access and improve traffic performance and safety. The Diers Avenue improvements would be the second component to this project. Also associated with this project is the potential for improvements to the Highway 281 and 30 corridors adjacent to the other project areas. These improvements would focus on creating north and southbound left-turn lane offsets as well as right turn lanes to exit from the highway. This portion of the project could involve potential application of NDOT safety funds and would involve coordination with NDOT throughout the project. Construction of 18th Street, from Diers Avenue to Claude Road is the first improvement with the Claude Road project. On January 24, 2023, via Resolution No. 2023-21, City Council approved the bid award of 18th Street- Moores Creek Drainway to Diers Avenue; Project No. 2022-P-8 to The Diamond Engineering Company of Grand Island, Nebraska in the amount of $1,149,288.25. Page 92 of 244 The Public Works Department is proposing a concrete curb and gutter roadway section along with sidewalk, traffic control, drainage and all other associated improvements needed to complete the project. Nebraska State Statutes stipulate that the acquisition of property requires a public hearing to be conducted with the acquisition approved by the City Council. DISCUSSION: Public right-of-way is needed to accommodate the new 18th Street, which is scheduled to be built this summer, from the proposed Claude Road to Diers Avenue. The property owner has signed the necessary documents to grant the property, as shown on the attached drawing. Engineering staff of the Public Works Department negotiated with the property owner for such purchase. Property Owner Legal Description Amount Umbrella Development, LLC A TRACT OF LAND CONSISTING OF PART OF LOT 2 OF KAAAR SUBDIVISION, CITY OF GRAND ISLAND, HALL COUNTY, NEBRASKA AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID LOT 2, SAID POINT ALSO BEING THE POINT OF BEGINNING; THENCE ON AN ASSUMED BEARING OF N00o35’44”W ALONG THE WEST LINE OF SAID LOT 2 A DISTANCE OF 15.00 FEET; THENCE S45o19’37”E A DISTANCE OF 21.31 FEET TO A POINT ON THE SOUTH LINE OF SAID LOT 2; THENCE S89o56’31”W ALONG SAID SOUTH LINE A DISTANCE OF 15.00 FEET TO THE POINT OF BEGINNING. SAID TRACT CONTAINS 112 SQUARE FEET MORE OR LESS. AND A TRACT OF LAND CONSISTING OF PART OF LOT 2 OF KAAAR SUBDIVISION, CITY OF GRAND ISLAND, HALL COUNTY, NEBRASKA AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT 2; THENCE ON AN ASSUMED BEARING OF S00o35’44”E ALONG THE WEST LINE OF SAID LOT 2 A DISTANCE OF 315.01 FEET TO THE SOUTHWEST CORNER OF SAID LOT 2; THENCE N89o56’31”E ALONG THE SOUTH LINE OF SAID LOT 2 A DISTANCE OF 150.40 FEET TO THE POINT OF BEGINNING; $850.00 Page 93 of 244 THENCE N51o41’25”E A DISTANCE OF 16.15 FEET; THENCE N00o01’46”W A DISTANCE OF 27.23 FEET TO A POINT BEING ON THE WEST RIGHT-OF-WAY (R.O.W.) LINE OF ASPEN CIRCLE; THENCE ALONG SAID WEST R.O.W. LINE AROUND A CURVE IN A COUNTER CLOCKWISE DIRECTION HAVING A RADIUS OF 130.00 FEET, A DELTA ANGLE OF 16o38’31”, AN ARC LENGTH OF 37.76 FEET AND A CHORD BEARING S08o21’00”E FOR A DISTANCE OF 37.62 FEET TO SOUTHEAST CORNER OF SAID LOT 2; THENCE S89o56’31”W ALONG THE SOUTH LINE OF SAID LOT 2 A DISTANCE OF 18.12 FEET TO THE POINT OF BEGINNING. SAID TRACT CONTAINS 130 SQUARE FEET MORE OR LESS. Total= $850.00 FISCAL IMPACT: $850.00 for purchase of public right-of-way is in the approved FY23 budget. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee. 3. Postpone the issue to future date. 4. Take no action on the issue presented in this motion. RECOMMENDATION: City Administration recommends that the Council conduct a Public Hearing and approve acquisition of the public right-of-way from the affected property owner, in the total amount of $850.00. SAMPLE MOTION: Move to approve as recommended. ATTACHMENTS: 1. Resolution 2. ROW exhibits Page 94 of 244 R E S O L U T I O N 2023-161 WHEREAS, public right-of-way is required by the City of Grand Island for 18th Street- Moores Creek Drainway to Diers Avenue; Project No. 2022-P-8, from property described as follows: Property Owner Legal Description Amount Umbrella Development, LLC A TRACT OF LAND CONSISTING OF PART OF LOT 2 OF KAAAR SUBDIVISION, CITY OF GRAND ISLAND, HALL COUNTY, NEBRASKA AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID LOT 2, SAID POINT ALSO BEING THE POINT OF BEGINNING; THENCE ON AN ASSUMED BEARING OF N00o35’44”W ALONG THE WEST LINE OF SAID LOT 2 A DISTANCE OF 15.00 FEET; THENCE S45o19’37”E A DISTANCE OF 21.31 FEET TO A POINT ON THE SOUTH LINE OF SAID LOT 2; THENCE S89o56’31”W ALONG SAID SOUTH LINE A DISTANCE OF 15.00 FEET TO THE POINT OF BEGINNING. SAID TRACT CONTAINS 112 SQUARE FEET MORE OR LESS. AND A TRACT OF LAND CONSISTING OF PART OF LOT 2 OF KAAAR SUBDIVISION, CITY OF GRAND ISLAND, HALL COUNTY, NEBRASKA AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT 2; THENCE ON AN ASSUMED BEARING OF S00o35’44”E ALONG THE WEST LINE OF SAID LOT 2 A DISTANCE OF 315.01 FEET TO THE SOUTHWEST CORNER OF SAID LOT 2; THENCE N89o56’31”E ALONG THE SOUTH LINE OF SAID LOT 2 A DISTANCE OF 150.40 FEET TO THE POINT OF BEGINNING; THENCE N51o41’25”E A DISTANCE OF 16.15 FEET; THENCE N00o01’46”W A DISTANCE OF 27.23 FEET TO A POINT BEING ON THE WEST RIGHT-OF-WAY (R.O.W.) LINE OF ASPEN CIRCLE; THENCE ALONG SAID WEST R.O.W. LINE AROUND A CURVE IN A COUNTER CLOCKWISE DIRECTION HAVING A RADIUS OF 130.00 FEET, A DELTA ANGLE OF 16o38’31”, AN ARC LENGTH OF 37.76 FEET AND A CHORD BEARING S08o21’00”E FOR A DISTANCE OF 37.62 FEET TO SOUTHEAST CORNER OF SAID LOT 2; THENCE S89o56’31”W ALONG THE SOUTH LINE OF SAID LOT 2 A DISTANCE OF 18.12 FEET TO THE POINT OF BEGINNING. SAID TRACT CONTAINS 130 SQUARE FEET MORE OR LESS. $850.00 Total= $850.00 Page 95 of 244 - 2 - WHEREAS, an agreement for the public right-of-way has been reviewed and approved by the City Legal Department. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, that the City of Grand Island be, and hereby is, authorized to enter into the Agreement for the public right-of-way on the above described tract of land. BE IT FURTHER RESOLVED, that the Mayor is hereby authorized and directed to execute such agreement on behalf of the City of Grand Island. - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 27, 2023. _______________________________________ Roger G. Steele, Mayor Attest: _______________________________________ RaNae Edwards, City Clerk Page 96 of 244 Page 97 of 244 Page 98 of 244 Page 99 of 244 Page 100 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 9.c. Subject: Public Hearing on Acquisition of Utility Easement - 1703 and 1707 Ada Street (JBA Ventures) #2023-162 - Approving Acquisition of Utility Easement - 1703 and 1707 Ada Street (JBA Ventures) Staff Contact: Ryan Schmitz, Laura McAloon BACKGROUND: Nebraska State Statutes state that the acquisition of property requires a public hearing to be conducted with the acquisition approved by the City Council. The Utilities Department needs to acquire two (2) five by ten (5’ x 10’) foot wide easements in part Lot Three (3), and Lot Four (4), JBA Ventures Subdivision, in the City of Grand Island, Hall County, Nebraska. DISCUSSION: JBA Ventures, LLC, has requested a new underground electric service for two new 4-plexes located at 1703 and 1707 Ada Street. To accommodate the new services, a new 150 kva padmount transformer will be installed and an existing 75 kva transformer will be upgraded to a 225 kva transformer. The existing three phase underground cable will be interrupted and a 150’ new section of #2 Copper, three phase cable will be installed. The proposed easements will allow the Department to install, access, operate, and maintain electrical infrastructure at these locations. FISCAL IMPACT: There is no fiscal impact. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee. 3. Postpone the issue to future date. 4. Take no action on the issue presented in this motion. Page 101 of 244 RECOMMENDATION: City Administration recommends that the Council approve the resolution for the acquisition of the easement for one dollar ($1.00) and mutual benefits received. SAMPLE MOTION: Move to approve as recommended. ATTACHMENTS: 1. Resolution 2. Map Page 102 of 244 R E S O L U T I O N 2023-162 WHEREAS, a public utility easement is required by the City of Grand Island from JBA Ventures, LLC, to survey, construct, inspect, maintain, repair, replace, relocate, extend, remove, and operate thereon, public utilities and appurtenances, including power lines; and WHEREAS, a public hearing was held on June 27, 2023, for the purpose of discussing the proposed acquisition of a permanent and perpetual easement and right-of-way tract located through in part Lot Three (3), and Lot Four (4), JBA Ventures Subdivision, in the City of Grand Island, Hall County, Nebraska, the two (2) five by ten (5 x 10.0) foot wide utility easements and right-of-way tracts being more particularly described as follows: The northerly five (5.0) feet of the westerly ten (10.0) feet of Lot Three (3), and the southerly five (5.0) feet of the westerly ten (10.0) feet of Lot Four (4), JBA Ventures Subdivision in the City of Grand Island, Hall County, Nebraska. The above-described easement and right-of-way containing a combined total of 100 square feet, more or less as shown on the plat dated 5/16/2023, marked Exhibit "A", attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, that the City of Grand Island be, and hereby is, authorized to acquire a public utility easement from JBA Ventures, LLC, on and over the tract of land described herein and as depicted on Exhibit A hereto. BE IT FURTHER RESOLVED that the Mayor and designee are hereby authorized to execute all documents necessary to effect the purpose of this Resolution. - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 27, 2023. _______________________________________ Roger G. Steele, Mayor Attest: _______________________________________ RaNae Edwards, City Clerk Page 103 of 244 Page 104 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 9.d. Subject: Public Hearing on Acquisition of Utility Easement - 2502 N. Webb (Northwest Crossings) #2023-163 - Approving Acquisition of Utility Easement - 2502 N. Webb (Northwest Crossings) Staff Contact: Ryan Schmitz, Laura McAloon BACKGROUND: Nebraska State Statutes state that the acquisition of property requires a public hearing to be conducted with the acquisition approved by the City Council. The Utilities Department needs to acquire a twenty (20.0) foot wide utility easement in part of the Southeast Quarter of the Southeast Quarter (SE1/4,SE1/4) of Section One (1), Township Eleven (11) North, Range Ten (10) West of the 6th PM, in the City of Grand Island, Hall County, Nebraska. DISCUSSION: Northwest Crossings Limited Liability Company, LLC, has requested a new underground electric service upgrade to the Park Place Plaza. To accommodate the upgraded service, a new 150 kva padmount transformer will be installed along with approximately 150’ of 4” PVC conduit and 1/0 cable. The proposed easements will allow the Department to install, access, operate, and maintain electrical infrastructure at these locations. FISCAL IMPACT: There is no fiscal impact. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee. 3. Postpone the issue to future date. 4. Take no action on the issue presented in this motion. Page 105 of 244 RECOMMENDATION: City Administration recommends that the Council approve the resolution for the acquisition of the easement for one dollar ($1.00) and mutual benefits received. SAMPLE MOTION: Move to approve as recommended. ATTACHMENTS: 1. Resolution 2. Map Page 106 of 244 R E S O L U T I O N 2023-163 WHEREAS, a public utility easement is required by the City of Grand Island from Northwest Crossings, LLC, to survey, construct, inspect, maintain, repair, replace, relocate, extend, remove, and operate thereon, public utilities and appurtenances, including power lines; and WHEREAS, a public hearing was held on June 27, 2023, for the purpose of discussing the proposed acquisition of a permanent and perpetual easement and right-of-way tract located through in part of the Southeast Quarter of the Southeast Quarter (SE1/4, SE1/4), of Section One (1), Township Eleven (11) North, Range Ten (10) West of the 6th PM, in the City of Grand Island, Hall County, Nebraska; the boundary of the twenty (20.0) foot wide utility easement and right-of-way tract being more particularly described as follows: Commencing at the Southeast corner of the Southeast Quarter of the Southeast Quarter (SE1/4, SE1/4), of Section One (1), Township Eleven (11) North, Range Ten (10) West of the 6th PM, in the City of Grand Island, Hall County, Nebraska; thence westerly along the southerly line of the Southeast Quarter of the Southeast Quarter (SE1/4 SE1/4), of said Section One (1), on an assumed bearing of N89°53’32”W, a distance of two hundred sixty-four and forty-seven hundredths (264.47) feet; thence N0°25’00”W, a distance of forty and forty-one hundredths (40.41) feet to a point on the northerly right-of-way line of Capital Avenue, said point also being the ACTUAL Point of Beginning; thence continuing N0°25’00”W along the westerly line of a tract of land described in Instrument #201503640, recorded in the Hall County, Nebraska Register of Deeds Office, a distance of one hundred fifty-one (151.0) feet; thence N89°35’00”E, a distance of twenty (20.0) feet; thence S0°25’00”E a distance of one hundred fifty-two and twenty-four hundredths (152.24) feet to a point on the northerly right-of-line of said Capital Avenue; thence N86°52’47”W along the northerly right-of-way line of said Capital Avenue, a distance of twenty and four hundredths (20.04) feet to the said Point of Beginning. The above-described easement and right-of-way containing a total of .07 acres, more or less, as shown on the plat dated 5/31/2023, marked Exhibit "A", attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, that the City of Grand Island be, and hereby is, authorized to acquire a public utility easement from Northwest Crossings, LLC, on and over the tract of land described herein and as depicted on Exhibit A hereto. BE IT FURTHER RESOLVED that the Mayor and designee are hereby authorized to execute all documents necessary to effect the purpose of this Resolution. - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 27, 2023. Page 107 of 244 - 2 - _______________________________________ Roger G. Steele, Mayor Attest: _______________________________________ RaNae Edwards, City Clerk Page 108 of 244 Page 109 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 9.e. Subject: Re-Adoption of the Grand Island Zoning Map #9932 - Consideration of Approving Re-Adoption of the Grand Island Zoning Map Staff Contact: Chad Nabity BACKGROUND: Over the course of the past 20 years, the City of Grand Island has periodically readopted the official zoning map for the City. This has been standard practice since the City began using their Geographic Information System (GIS) to manage the zoning map. Prior to the computerized GIS, the process of creating the map was onerous enough that the map was rarely, if ever, readopted and amendments were made by taping approved changes on to the official map and noting those changes on a register attached to the map. DISCUSSION: At the regular meeting of the Regional Planning Commission, held June 7, 2023 the above item was considered following a public hearing. O’Neill opened the public hearing. Nabity stated the Grand Island Zoning Map Readoption is standard and the City of Grand Island occasionally re-adopts the zoning map incorporating all changes since the last re-adoption of the entire map along with other changes as recommended by staff and the Hall County Regional Planning Commission. Nabity stated staff is recommending two changes: 1. Realigning the R-1 Suburban Residential Zone and LLR Large Lot Residential Zone, which all split Lot 1 of Western Heights Eight Subdivision, allowing the R-1 Suburban Residential Zone to be the zoning district that encompasses the lot, in accordance with city code following lot lines or the center of R.O.W. 2. Realigning the R-4 High Density Residential Zone and M-2 Heavy Manufacturing Page 110 of 244 Zone, which splits Parcel 400147408, allowing the M-2 Heavy Manufacturing Zone, to be the zoning district that encompasses the parcel, in accordance with city code of following lot lines or the center of R.O.W. Nabity stated the proposed effective date for this map is July 15, 2023. O’Neill closed the public hearing. A motion was made by Ruge and second by Rainforth to recommend approval of the Grand Island Zoning Map. The motion was carried with nine members voting in favor (O’Neill, Ruge, Nelson, Allan, Monter, Rainforth, Stevenson, Goplin, and Randone), no members voting no or abstaining, (Robb, Hendricksen and Doane were absent). A copy of the memo to the planning commission details the changes since the adoption o the map that became effective on April 6, 2022 and the suggested minor amendments with this map is attached. FISCAL IMPACT: There is no fiscal impact. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee 3. Postpone the issue to future date 4. Take no action on the issue RECOMMENDATION: Move to approve as recommended. SAMPLE MOTION: Move to approve as recommended. ATTACHMENTS: 1. Recommendation Zoning Map Re-adoption 2. Ordinance Page 111 of 244 Agenda Item # 8 PLANNING DIRECTOR RECOMMENDATION TO REGIONAL PLANNING May 26, 2023 SUBJECT: Concerning the re-adoption of the City of Grand Island Zoning Map as produced using the Hall County Geographic Information System as the official zoning map for the City of Grand Island. (C-29-2023GI) PROPOSAL: On March 22, 2022 the Grand Island City Council approved a map produced using the Hall County GIS as the official zoning map for the City of Grand Island based on the 2004 Comprehensive Plan for the City of Grand Island with all changes to the map as approved through May 23, 2023. As a matter of course, the City of Grand Island occasionally re-adopts the zoning map incorporating all changes since the last re-adoption of the entire map along with other changes as recommended by staff and the Hall County Regional Planning Commission. This will allow a newly revised and adopted copy of the map to be printed for official use by Council, staff and the general public. This hearing is being held for that purpose. This map will also serve to give notice to all parties that the Grand Island City limits, and 2-mile extraterritorial jurisdiction, is as shown on the map. BACKGROUND: ZONING CHANGES The following chart shows the requested changes that have been approved by the Regional Planning Commission and the Grand Island City Council since May 23, 2023. See Below Chart. Page 112 of 244 ID Ord Change Legal Case 1 9882 R2 Zone to R3-SL Zone To rezone a tract of land consisting of 39.217 acres located in the North West Quarter, Section 23, Township 11 North, Range 10 West of the 6th P.M., in the City Of Grand Island, Hall County, Nebraska C-23-22GI 2 9887 RO Zone to B2 Zones A tract of land consisting of all of lots 13, 14, and 15 of Bosselman Second Subdivision in the City of Grand Island, Hall County, Nebraska C-30-22GI 3 9888 R4 Zone to B2 Zone A tract of land consisting of all of lots 1, 2, And 3 of Schaaf’s Second Subdivision in the City of Grand Island, Hall County, Nebraska C-31-22GI 4 9902 R2 Zone to CD & RD Zones A tract of land located in part of the Southwest Quarter of the Southeast Quarter (SW1/4, SE1/4) of Section Twenty- Five (25), Township Eleven (11) North, Range Ten (10) West of the 6th P.M., in the City of Grand Island, Hall County, Nebraska C-35-22GI 5 9904 LLR Zone to B2 Zone Lots 1-14 inclusive of Wes End Subdivision and one half of the adjoining right of way for Centre Street and Stauss Road in Grand Island, Hall County, Nebraska. C-06- 2023GI 6 9905 CD Zone to Amended CD & RD Zone RD: Lot 14 of Conestoga Mall Ninth Subdivision CD: Lots 1-13 Inclusive and Outlot A of Conestoga Mall Ninth Subdivision C-09- 2023GI 7 9910 CD Zone to Amended CD Zone Lots 1 And 3 of Prairie Commons Second Subdivsion C-11- 2023GI 8 9911 R2 Zone to R3-SL Zone Lot 2 of Sanchez Subdivision and one half of the adjoining right of way for Congdon Avenue and 7th Street in Grand Island, Hall County, Nebraska. C-13- 2023GI 9 9919 RD & CD Zones to Amended RD, Amended CD and B2 Zones A tract of land located in part of Legacy 34 Third Subdivision, in the City of Grand Island, Hall County, Nebraska C-15- 2023GI 10 9922 M2 Zone to B2 Zone Lots 1 and 2 of Block 2 of Dawn Subdivision and the west 111 feet of lot 1 and all of lot 2 of Block 1 of Dawn Subdivision and one half of the adjoining right of way for South Street and Henry Street along with all of the adjoining right of way for Ada Street in the City of Grand Island, Hall County, Nebraska C-14- 2023GI 11 9926 R1 Zone to R3 Zone Lots 2 (Two) through 5 (Five), Block 2 (Two) Ellington Point Subdivision and one half of the adjoining right of way for North Road and Huff Boulevard in Grand Island, Hall County, Nebraska. C-21- 2023GI 12 9928 B2 Zone to RD Zone A tract located in part of Block A, Crane Valley, in the City of Grand Island, Hall County, Nebraska C-14- 2023GI The changes shown on this chart are represented on the new version of the Grand Island Zoning map. A map delineating the location of these changes is attached. Page 113 of 244 Page 114 of 244 ANNEXATIONS There were no annexations since the last update in March of 2022. No changes to the Grand Island Extraterritorial Jurisdiction were made due to no annexations. OTHER PROPOSED CHANGES Zoning Districts are not always changed as incremental changes are made to street alignments and lot layout within subdivisions. Changes are not always made as annexation occurs. It is appropriate to occasionally consider changing zoning on properties to more accurately reflect the surrounding area. The Planning staff is recommending the changes below for adoption as part of the new zoning map. Staff is suggesting the following changes: 1. Staff is suggesting realigning the R-1 Suburban Residential Zone and LLR Large Lot Residential Zone, which all split Lot 1 of Western Heights Eighth Subdivision, allowing the R-1 Suburban Residential Zone to be the zoning district that encompasses the lot, in accordance with city code of following lot lines or the center of R.O.W. 2. Staff is suggesting realigning the R-4 High Density Residential Zone and M-2 Heavy Manufacturing Zone, which splits Parcel 400147408, allowing the M-2 Heavy Manufacturing Zone to be the zoning district that encompasses the parcel, in accordance with city code of following lot lines or the center of R.O.W. The attached Zoning Map shows the new map as it would look if all of the proposed changes are adopted by the Grand Island City Council and an attached map shows the zoning district as it stands today. The proposed effective date for this map is July 15, 2023. It is expected that the Grand Island City Council will consider approval of the map at their meeting on June 27, 2023. RECOMMENDATION: That the Regional Planning Commission recommend that the City Council of Grand Island adopt this map as presented as the official Zoning Map for the City of Grand Island. ____________________ Chad Nabity AICP, Planning Director Page 115 of 244 Page 116 of 244 ORDINANCE NO. 9932 An ordinance amending and adopting the Official Zoning Map of the City of Grand Island, with changes and amendments thereto as shown on maps produced by the Hall County Geographic Information System as the Official Zoning Map of the City of Grand Island as provided for in Section 36-44; and providing for publication and an effective date of this ordinance. WHEREAS, the Mayor and City Council of the City of Grand Island are committed to the orderly plan necessary to accommodate future growth and transportation needs; and WHEREAS, on March 22, 2022, by Ordinance #9876, the City Council approved the Official Zoning Map for the City of Grand Island; and WHEREAS, since the adoption of Ordinance #9876, numerous changes and amendments to the Plan, the municipal limits and the zoning map have been approved by ordinances and resolutions enacted or adopted by the City; and WHEREAS, Ordinances #9882, #9887, #9888, #9902, #9904, #9905, #9910, #9911, #9919, #9922, #9926, and #9928 were all approved making changes to the zoning map approved by Ordinance #9876 since April 6, 2022 and such changes are reflected on the map which would become effective on July 15, 2023, and WHEREAS, no Ordinances annexing property into the municipal limits have been approved since April 6, 2022; and WHEREAS, on June 7, 2023, the Regional Planning Commission held a public hearing on a proposed zoning map, to become effective July 15, 2023, including amendments consistent with the future land use plan of the City of Grand Island for properties located at the intersection of Anna Street and Adams Street confirming that the properties are zoned M2 Heavy Page 117 of 244 ORDINANCE NO. 9932 (Cont.) - 2 - Manufacturing to match the parcel boundaries and uses of the property owned the Platt Deutsch and for lot 1 of Western Heights Eighth Subdivision to and confirming that the property is zoned R1 Suburban Residential within the boundaries of this parcel and finding that such changes are consistent with the future land use map of the city of Grand Island and such changes will eliminate and prevent confusion regarding the zoning of these properties and recommended approval of an updated official zoning map; and WHEREAS, on June 27, 2023, the Grand Island City Council held a public hearing on amendments to the Official Zoning Map and the updated Official Zoning Map. BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA: SECTION 1. The City of Grand Island hereby adopts as the Official Zoning Map of the City of Grand Island the zoning map dated July 15, 2023 and produced using the Hall County Geographic Information System as the Official Zoning Map of the City of Grand Island. SECTION 2. Ordinance #8922 adopting the Map dated April 6, 2022 and Ordinances #9882, #9887, #9888, #9902, #9904, #9905, #9910, #9911, #9919, #9922, #9926, and #9928 amending that Map in accordance with Nebraska Statutes are hereby repealed and rescinded in their entirety as of the effective date of this Ordinance and the Official Zoning Map adopted herein shall supersede all prior versions of the Official Zoning Map. SECTION 3. The Official Zoning Map of the City of Grand Island, Nebraska, as established by Section 36-44 of the Grand Island City Code and as adopted hereby shall be kept in the records of the Hall County Regional Planning Department. Page 118 of 244 ORDINANCE NO. 9932 (Cont.) - 3 - SECTION 4. This ordinance shall be in force and take effect on July 15, 2023 and after its passage and publication, in one issue of the Grand Island Independent as provided by law. Enacted: June 27, 2023. ____________________________________ Roger G. Steele, Mayor Attest: ________________________________ RaNae Edwards, City Clerk Page 119 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 10.a. Subject: Consideration of Appointing Laura McAloon as City Administrator Staff Contact: Aaron Schmid BACKGROUND: The City Administrator position became vacant in December of 2022 when Jerry Janulewicz retired. Laura McAloon has served as the interim City Administrator since February 14, 2023 while a search to fill the City Administrator role was conducted. A national search to fill the City Administrator position was conducted by Government Professional Solutions (GPS) of Monument, CO. GPS conducted planning/strategy development, marketing/advertising, sourcing/screening applicants, and interview/selection assistance. City Council and Department Directors participated in panel interviews during the process along with providing feedback to the Mayor. Under Neb. Rev. Stat., §16-308 and Grand Island City Code, §2-35, the office of City Administrator for the City of Grand Island, Nebraska, is an appointed position. The position is appointed by the Mayor and approved by the Council and serves through the end of the Mayor’s term of office and until a successor is appointed and qualified. DISCUSSION: I am pleased to present Laura McAloon as my choice for appointment to the City Administrator position. Following the City Council’s approval of my appointment of Mrs. McAloon as the City Attorney in July of this year, McAloon returned to her hometown of Grand Island in late August of this year and began serving as our City Attorney on September 1, 2022. Prior to joining the City of Grand Island, McAloon practiced general municipal law in the state of Washington since her admission to the bar in 2001 and she also represented local governments in tax exempt bond financings in Washington and Idaho since 2006. For over 20 years, McAloon served as the appointed city attorney or general counsel to clients ranging in size from a town of 200 with a budget around $150,000 to a metropolitan transit authority serving a population of nearly 500,000 on a budget Page 120 of 244 exceeding $145,000,000. In addition to her role as legal counsel to these local governments, McAloon provided frequent assistance and advice to the elected Mayors and appointed Chief Executive Officers on the day to day matters related to the governance and administration of the town, city or district. In doing so, she developed extensive experience in the management of a local government, including the implementation of best practices in the areas of budgeting, procurement and employee/labor relations. Before opening her own law firm in 2018, McAloon was a partner for ten years in an international law firm and a member for three years in a mid-size litigation and municipal law boutique firm. In both firms McAloon supervised junior attorneys, paralegals and administrative staff in a managerial role, including supervision of annual attorney and staff performance and compensation reviews. In her management roles in her law firms, McAloon applied the real life business experience she gained in her “pre- law school” life as an administrator for an early childhood education nonprofit and as a small business owner operating a childcare center in her Omaha home. In all of these roles, McAloon has managed people, budgets, goal-setting and long range planning efforts and has applied a practical, business-based approach as she assisted mayors and CEOs in the administration of local governments, regardless of the size or scope of their operations. McAloon has also been an active volunteer in every community in which she and her family have lived, serving in multiple leadership roles in her children’s school PTA, Girl Scouts, YWCA, a community-oriented policing non-profit and other local groups. McAloon finished her dual Bachelor of Science degrees in Business Administration and Paralegal Studies at College of Saint Mary in Omaha while her four children were in elementary school, while earning a 3.98 GPA. Based on a combination of her academic achievements and her volunteerism, McAloon was awarded the Thomas More Scholarship for public interest law to attend Gonzaga University School of Law in Spokane, Washington, where she obtained her Juris Doctorate degree with distinction. She is already volunteering for organizations here in Grand Island and intends to continue her role as an active and enthusiastic member of the community. Ms. McAloon’s experience gained through her legal career and her business career have provided her with a fresh perspective on local government administration and the importance of community. She has indicated to me that she believes strongly in transparency, fiscal responsibility and serving the needs of the citizens and residents in the best possible way. As City Administrator, McAloon will perform all of the duties of the position as set forth in City Code, including keeping the Mayor and Council advised as to the financial condition of the City, supervising and controlling budget expenditures, analyzing the functions and duties of each department of the City and making any needed recommendations about City operations to the Mayor and Council. She will oversee the supervision and evaluation of all City employees and make personnel recommendations to the Mayor. As City Administrator, McAloon will also facilitate the Economic Development Program of the City and serve as an ex officio member of the Economic Development Committee. Per City Code, McAloon will serve as the direct contact point for all City Council members regarding City operations, goals, ideas and Page 121 of 244 any other matters that may arise. She will relay those communications to the Mayor and appropriate Department Heads and will be the point person for reporting back to the Councilmember on any inquiries, ideas or future actions. Ms. McAloon is prepared to begin work as the City Administrator immediately following Council’s approval of her appointment. Her starting salary will be at Step 3 of the City Administrator salary table, an annual salary of $192,529.57. A copy of the signed employment agreement is included in the packet. FISCAL IMPACT: ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Move to deny RECOMMENDATION: I recommend the approval of Laura McAloon as the City Administrator. SAMPLE MOTION: Move to approve the appointment of Laura McAloon as the City Administrator. ATTACHMENTS: 1. Contract Page 122 of 244 Page 123 of 244 Page 124 of 244 Page 125 of 244 Page 126 of 244 Page 127 of 244 Page 128 of 244 Page 129 of 244 Page 130 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 11.a. Subject: #2023-164 - Consideration of Approving the Purchase of Camp Augustine Staff Contact: Laura McAloon BACKGROUND: Approximately two years ago, the Overland Trails Council of Boy Scouts of America, Inc., ("Boy Scouts") approached City officials about their plans to sell their Camp Augustine facility and the City expressed interest in preserving the property for public access and potential future connection to the Mormon Island State Recreation Area. Mutliple communications and negotiations have ensued and the City has heard great support from City organizations for the purchase of the property and the utilization of it as a recreational property providing public access to the river front. Additional discussions have taken place with the Nebraska Game & Parks department regarding the potential for a future partnership between the City and Game & Parks that would connect the Mormon Island State Recreation Area with the Camp Augustine property and which could includue the installation of a trail connecting the City's planned South Locust Street trail and a Mormon Island SRA trail system. Upon approval of the property acquisition and a not to exceed purchase price of $2,000,000 by the City Council, City staff will finalize and execute a real estate purchase and sale agreement with the Boy Scouts based on the approved purchase price. The survey would then be ordered by the Boy Scouts and the City would agree to reimburse the Boy Scouts for half of the cost of the survey at the closing of the sale. Closing is anticipated to take place by October 31, 2023, which will provide time for the survey to be completed and will put the purchase into the 2024 fiscal year and budget. DISCUSSION: Based on the appraised value of Camp Augustine and an estimated total acreage of 158.40 acres, City Administration is recommending the acquisition of the Camp by the City at a price based on the actual acreage of the property as determined by a survey of the property lines, calculated by the appraised value of $12,500 per acre, and a total price not to exceed $2,000,000. Page 131 of 244 FISCAL IMPACT: The acquisition would have a fiscal impact of $2,000,000 plus one- half of the cost of a survey, currently estimated at approximately $30,000 total cost. New Costs FY2023 FY2024 FY2025 FY2026 FY2027 Number of New Staff 0 Estimated cost of new staff (# of FTE X Salaries & Benefits (Payroll) 0 New Capital Outlay (furniture & equipment) 0 New Operational Costs $50,000 $50,000 $50,000 $50,000 Total New Costs $50,000 $50,000 $50,000 $50,000 Revenue Offset TBD TBD TBD TBD Fiscal impact of new costs to Department Notes ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee. 3. Postpone the issue to future date. 4. Take no action on the issue presented in this motion. RECOMMENDATION: City Administration recommends the acquisition of Camp Augustine at a purchase price of $12,500 per acre, not to exceed a total purchase price of $2,000,000, as determined by a survey of the real property. SAMPLE MOTION: Move to approve as recommended. ATTACHMENTS: 1. Resolution Page 132 of 244 R E S O L U T I O N 2023-164 WHEREAS, the Overland Trails Council of Boy Scouts of America, Inc., a Nebraska Non-Profit Corporation, is disposing by sale of approximately 158.4 acres of land located at 2299 Camp Augustine Road in Hall County, Nebraska (“Camp Augustine Property”); and WHEREAS, due to its proximity to the City of Grand Island, its approximately 6000 feet of river frontage, its proximity to the Mormon Island State Recreation Area and interest of the Nebraska Game & Parks Department in partnering with the City of Grand Island on potential recreational uses of the State Parks lands in conjunction with the use of the Camp Augustine Property, and the various purposes and uses to which the property could be adapted for the benefit of residents and tourists visiting the City of Grand Island, City staff are recommending the acquisition of the above-mentioned property in recognition of the important public interests and purposes; and WHEREAS, the City Council has determined that acquisition of the Camp Augustine Property by the City of Grand Island is in the best interests of the city, its residents and the promotion of tourism and economic opportunities for local businesses; and NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, that the Mayor is authorized to negotiate the terms of a Real Estate Purchase Agreement between the City of Grand Island and the Overland Trails Council of Boy Scouts of America, Inc. for the purchase of the Camp Augustine Property at a price of Twelve Thousand Five Hundred Dollars per acre ($12,500.00/acre), as such total acreage will be determined by a licensed surveyor, for a total price not to exceed Two Million Dollars and no/cents ($2,000,000.00) plus one-half of the cost of the real property survey and to execute said Real Estate Purchase Agreement on behalf of the City of Grand Island. BE IT FURTHER RESOLVED that the Mayor and his designee are hereby authorized to provide an earnest money deposit of not to exceed Two Hundred Thousand Dollars and no/cents ($200,000.00) to be deposited with Nebraska Title Company in an escrow account and to be applied to the purchase price at a closing date not later than October 31, 2023. BE IT FURTHER RESOLVED that the Mayor and his designee are hereby authorized to take all actions necessary to effect the purpose and intent of this resolution. - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 27, 2023 _______________________________ Roger G. Steele, Mayor Attest: ___________________________ RaNae Edwards, City Clerk Page 133 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 11.b. Subject: #2023 -165 - Consideration of Approving Solar Project with GRNE Solar Staff Contact: Ryan Schmitz, Stacy Nonhof BACKGROUND: Grand Island Utilities owns and operates a mix of generation resources. The mix includes 100MW Coal - Platte Generating Station, 33MW -Coal Nebraska City 2, 15 MW – Coal Whelan Energy 2, 95 MW- dual fuel gas turbines – Burdick Station, 30 MW – Wind, 1 MW Solar, and 9 MW Hydro – WAPA. In 2022 the Utilities Department completed a study with engineering firm Sargent and Lundy that reviewed our electric generating assets. The review included several scenarios utilizing different generating resources with one including additional solar. Solar generation has multiple reasons that make it good for Grand Island. One, the cost of utility scale solar has gone down significantly. Two, Grand Island’s peak power demand day is during a hot sunny summer day and solar would be producing, reducing our need to run higher cost generation. Three, the passing of the Inflation Reduction law made Investment Tax Credit direct payments available to Public Power Utilities, reducing the cost of carbon free generation, and fourth, solar will reduce our carbon footprint. Utility Management reviewed the requirements from the Balancing Authority, available land, and environmental regulations. The project size was determined by our Balancing Authority, Southwest Power Pool (SPP). SPP allows a Utility to add up to 10 Megawatts (MW) of new generation without completing a transmission study. The current cue to complete a transmission study is averaging 4 years. The solar generation will be “behind the meter” which will effectively reduce the City load demand, and reduce the amount of load needed to be purchased for that hour of the day. The possible locations and environmental considerations were part of the request for proposals. The Utilities Department has five parcels of land which were considered possible candidates for the solar project. The five parcels included two parcels on either side of Museum Drive, one parcel near Bismark Road, Platte Generating Station, Page 134 of 244 and the Grand Island City Wellfield. Each of the potential bidders evaluated the five sites and proposed the size, environmental considerations, and interconnection points and provided a bid for each one. DISCUSSION: The request for proposal for the Grand Island Utilities Solar Project was publicly advertised in accordance with the City Purchasing Code. Proposals from the following firms were received from the following on April 12, 2023. Bidder Bidder GenPro Energy Development Piedmont, SD EDF Renewables Columbia, MD Priority Power Management Arlington, TX Boyd Jones Construction Omaha, NE Sol Systems Washington, DC GRNE Solar Palatine, IL DG Development & Acquisition, LLC San Francisco, CA Premier Energy, LLC Grand Island, NE Using a matrix of the Utility Department’s established evaluation criteria, which included pricing and commercial terms, fees, company and personnel experience, contract forms, and proposal responsiveness, these proposals were reviewed by Department management staff. A tabulation of the evaluation factors indicated a consensus for GRNE Solar. This firm’s proposal was ranked the highest by each evaluator. FISCAL IMPACT: A project of this size will fall into several fiscal years. The first is the current fiscal year to get the project started a deposit of 10% of the contract is required. $1,599.483.00 The second year will be when construction starts. $11,916,381.00 The final year $3,198,965.00 For a total project cost of $15,994,829.00 before the Investment Tax Credit The Engineer’s estimate was $15,000,000.00, but after the third year a tax return will be filed to receive an Investment Tax Credit of 40% = $6,397,931.60 to reduce the total project cost to $9,596,897.40. As part of the proposal, a 2-year maintenance agreement was priced at $124,553.00 /yr. Which includes all maintenance and training our current staff to take over the maintenance after the second year. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee. 3. Postpone the issue to future date. Page 135 of 244 4. Take no action on the issue presented in this motion. RECOMMENDATION: City Administration recommends that Council award the Proposal for the Grand Island Utilities Solar Project to GRNE Solar of Lincoln, NE as the best evaluated proposal, with a proposal price not to exceed $15,994,829.00. SAMPLE MOTION: Move to approve as recommended. ATTACHMENTS: 1. RFP - Grand Island Utilities Solar Project 4-12-23 2. CONFIDENTIAL MEMO 3. Site Plan 4. EPC Agreement 5. EPCA Exhibits 6. Resolution Page 136 of 244 Purchasing Division of Legal Department INTEROFFICE MEMORANDUM Stacy Nonhof, Purchasing Agent Working Together for a Better Tomorrow, Today REQUEST FOR PROPOSAL FOR GRAND ISLAND UTILITIES SOLAR PROJECT RFP DUE DATE: April 12, 2023 at 4:00 p.m. DEPARTMENT: Utilities PUBLICATION DATE: February 16, 2023 NO. POTENTIAL BIDDERS: 5 PROPOSALS RECEIVED GenPro Energy Development EDF Renewables Piedmont, SD Columbia, MD Priority Power Management Boyd Jones Construction Arlington, TX Omaha, NE Sol Systems GRNE Solar Washington, DC Palatine, IL DG Development & Acquisition, LLC Premier Energy, LLC San Francisco, CA Grand Island, NE cc: Ryan Schmitz, Interim Utilities Director Lynn Mayhew, Assist. Utilities Director Laura McAloon, Interim City Administrator Patrick Brown, Finance Director Stacy Nonhof, Purchasing Agent Karen Nagel, Utilities Secretary Christy Lesher, Utilities Secretary Angela Schulte, Utilities Secretary P2426 Page 137 of 244 Council Agenda Memo To:The Mayor and City Council Agenda:City Council Meeting Meeting Date:June 27, 2023 Subject: Approving Solar Project with GRNE Solar From:Ryan Schmitz, Interim Utilities Director Stacy Nonhof, Assistant City Attorney NOTICE OF CONFIDENTIALITY This document contains information which is contractually held to be confidential. The information regarding bid prices contained herein should not be disclosed, duplicated, disseminated, published, or released without the prior approval of the City Attorney. Background: See non-confidential memo included in the Council packet. Discussion: Pursuant to §27-9 of the City Code, the Utilities Department cannot display pricing for RFP solicitations to the public prior to the contract being awarded. Therefore, the information below is provided for your information. Bidders Proposal Price Boyd Jones $18,320,000.00 NextEra Energy Resources, LLC $23,557,800.00 EDF Renewables Distribution Scale Power $19,750,000.00 GenPro Energy Solutions, LLC $16,262,400.00 GRNE Solar $14,437,499.00 Premier Energy $19,249,775.01 Priority Power Management, LLC $19,155,704.00 SolSystems $20,099,106.00 Fiscal Impact: Budgetary Number = $15,000,000.00 With the passing of the Inflation Reduction Act, Grand Island is eligible for direct payment of Investment Tax Credit of 40%. Cc: Lynn Mayhew, Asst. Utilities Director Angi Schulte Laura McAloon Stacy Nonhof Page 138 of 244 PV-11SITE PLAN WITH SOLARSCALE: NTSPROJECT NAMESHEET NAMESHEET SIZE:SHEET NUMBERARCH D: 24-0" X 36-0"SITE PLAN WITH SOLARGRNE SOLAR121 S. 13TH ST., STE 204LINCOLN, NE 68508VERSION DESCRIPTION DATE REV DRAWN BY CHECKED BY INITIAL RELEASE 05/22/2023 A TC TK GRAND ISLAND UTILITIES, 318 MUSEUM DRIVE, GRAND ISLAND, NE NTRANSFORMERPADS 1 & 2PROPOSEDACCESS ROADTRANSFORMERPADS 3 & 4INVERTER RACKSDISTRIBUTEDTHROUGHOUT ARRAYPage 139 of 244 113638949.9 0075489-00004 LUMP SUM, TURNKEY, ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT BETWEEN GRAND ISLAND UTILITIES DISTRICT AND GRNE-NELNET, LLC dated [_______], 202[_] Project: Page 140 of 244 i 113638949.9 0075489-00004 TABLE OF CONTENTS Page 1. DEFINITIONS AND INTERPRETATION........................................................................1 1.1 Defined Terms...............................................................................................................1 1.2 Interpretation................................................................................................................12 2. CONTRACTOR’S WORK AND OTHER OBLIGATIONS............................................13 2.1 Work to be Performed .................................................................................................13 2.2 Standards of Performance............................................................................................13 2.3 Coordination with Owner and Other Contractors........................................................13 2.4 Protection of Property, Materials and Equipment .......................................................13 2.5 Document Retention Policy.........................................................................................13 2.6 Schedule.......................................................................................................................13 2.7 Progress Reports and Meetings ...................................................................................14 2.8 Environmental Protection, Health, Safety and Security..............................................14 2.9 EHSS Plan ...................................................................................................................15 2.10 Hazardous Substances .................................................................................................15 2.11 Site Inspection .............................................................................................................16 2.12 Commencement of the Work.......................................................................................16 2.13 Engineering and Design Services................................................................................17 2.14 O&M Manual...............................................................................................................18 2.15 Intellectual Property.....................................................................................................19 2.16 Clearance and Preparation of Site................................................................................20 2.17 Civil .............................................................................................................................20 2.18 Permitting ....................................................................................................................21 2.19 Artifacts .......................................................................................................................21 2.20 Procurement of Materials, Equipment, Supplies and Labor........................................22 2.21 Title Transfer and Risk of Loss...................................................................................23 2.22 Subcontractors and Subcontracts.................................................................................24 2.23 Labor and Personnel....................................................................................................25 2.24 Taxes............................................................................................................................27 2.25 Contractor’s Insurance.................................................................................................27 2.26 Construction Utilities...................................................................................................28 2.27 Start-Up and Operation................................................................................................28 Page 141 of 244 TABLE OF CONTENTS Page ii 113638949.9 0075489-00004 2.28 Clean-Up and Waste Disposal.....................................................................................28 2.29 Tariff Treatment and Incentives ..................................................................................28 2.30 Commissioning Report and Test Procedures...............................................................28 2.31 Owner’s Instructions....................................................................................................29 2.32 No Liability or Responsibility of Owner.....................................................................29 3. OWNER OBLIGATIONS.................................................................................................30 3.1 Payment .......................................................................................................................30 3.2 Authorized Representative...........................................................................................30 3.3 Taxes............................................................................................................................30 3.4 Owner’s Insurance.......................................................................................................30 3.5 Owner Supplied Equipment.........................................................................................30 3.6 Delivery and Unloading of Owner Supplied Equipment.............................................30 4. OWNER’S RIGHTS..........................................................................................................31 4.1 Right to Attend Contractor Testing and Inspections ...................................................31 4.2 Inspection and Correction of Work .............................................................................32 4.3 Right to Audit Contractor Records..............................................................................32 4.4 Right to Stop Work for Cause .....................................................................................32 4.5 Right to Suspend Work for Convenience....................................................................33 4.6 Right of Self-Help........................................................................................................33 5. PRICE AND PAYMENT..................................................................................................33 5.1 Contract Price ..............................................................................................................33 5.2 Payments for Work......................................................................................................33 5.3 Conditions of Payments; Withholdings, Set-Offs .......................................................34 5.4 Payment or Use Not Acceptance.................................................................................35 6. COMPLETION AND ACCEPTANCE OF THE WORK.................................................36 6.1 Mechanical Completion...............................................................................................36 6.2 Substantial Completion................................................................................................38 6.3 Punch List....................................................................................................................41 6.4 Final Completion.........................................................................................................41 7. ACCEPTANCE TESTING................................................................................................43 7.1 Generally......................................................................................................................43 7.2 Delayed Acceptance Tests...........................................................................................43 Page 142 of 244 TABLE OF CONTENTS Page iii 113638949.9 0075489-00004 8. PERFORMANCE GUARANTEES..................................................................................44 8.1 Performance Guarantees..............................................................................................44 9. CONTRACTOR WARRANTIES.....................................................................................44 9.1 Warranty......................................................................................................................44 9.2 Remedy for Breach of Warranty..................................................................................45 9.3 Manufacturer Warranties.............................................................................................45 9.4 Subcontractor Warranties and Guarantees...................................................................46 9.5 Warranty Period Extension..........................................................................................46 9.6 Conditions of Warranties.............................................................................................46 9.7 NO OTHER WARRANTIES......................................................................................47 9.8 Survival of Warranties.................................................................................................47 10. CHANGES.........................................................................................................................47 10.1 Changes........................................................................................................................47 10.2 Contractor Proposed Change Orders...........................................................................47 10.3 Exceptions to Contractor Entitled Change Orders.......................................................48 10.4 Compensation for Change Orders ...............................................................................48 11. FORCE MAJEURE...........................................................................................................48 11.1 Force Majeure..............................................................................................................48 11.2 Burden of Proof ...........................................................................................................49 11.3 Excused Performance ..................................................................................................49 12. INDEMNIFICATION........................................................................................................50 12.1 Contractor’s Indemnity................................................................................................50 12.2 Intellectual Property Indemnity...................................................................................51 12.3 Owner’s Indemnity......................................................................................................51 12.4 Notice and Legal Defense............................................................................................51 12.5 Failure to Defend Action.............................................................................................52 12.6 No Limitation to Workers’ Benefits............................................................................52 12.7 Remedies Not Exclusive..............................................................................................52 12.8 Survival of Indemnification.........................................................................................52 13. CONTRACTOR EVENT OF DEFAULT; TERMINATION AND SUSPENSION........52 13.1 Contractor Event of Default.........................................................................................52 13.2 Termination for Contractor Event of Default..............................................................54 Page 143 of 244 TABLE OF CONTENTS Page iv 113638949.9 0075489-00004 13.3 Termination for Other Reasons ...................................................................................54 13.4 Consequences of Termination .....................................................................................55 14. CONTRACTOR PERFORMANCE SECURITY.............................................................56 14.1 Performance Security...................................................................................................56 14.2 Assignment of Performance Security Document ........................................................57 15. REPRESENTATIONS AND WARRANTIES..................................................................57 15.1 Representations............................................................................................................57 16. LIMITATIONS OF LIABILITY.......................................................................................57 16.2 Total Liability Limit....................................................................................................58 16.3 Consequential Damages...............................................................................................58 17. DISPUTE RESOLUTION.................................................................................................59 17.1 Generally......................................................................................................................59 17.2 Arbitrators....................................................................................................................59 17.3 Location of Arbitration; Language..............................................................................59 17.4 Arbitration Award........................................................................................................59 17.5 Fees and Costs .............................................................................................................60 17.6 Confidentiality.............................................................................................................60 17.7 Obligations Continue...................................................................................................60 17.8 Injunctive Relief ..........................................................................................................60 17.9 Arbitrability .................................................................................................................60 18. MISCELLANEOUS..........................................................................................................61 18.1 Confidentiality Requirements......................................................................................61 18.2 Past Due Amounts .......................................................................................................62 18.3 No Waiver of Rights....................................................................................................62 18.4 Assignment..................................................................................................................62 18.5 Financing .....................................................................................................................63 18.6 Governing Law............................................................................................................63 18.7 Survival........................................................................................................................63 18.8 Notices.........................................................................................................................64 18.9 Entire Contract.............................................................................................................64 18.10 Amendments................................................................................................................64 18.11 No Third Party Rights..................................................................................................64 Page 144 of 244 TABLE OF CONTENTS Page v 113638949.9 0075489-00004 18.12 Relationship of the Parties...........................................................................................64 18.13 Counterparts.................................................................................................................64 18.14 Compliance Terms and Conditions .............................................................................64 18.15 Mutuality of Drafting...................................................................................................66 18.16 Language......................................................................................................................67 18.17 Announcements ...........................................................................................................67 18.18 Void Provisions ...........................................................................................................67 LIST OF ANNEX AND EXHIBITS Annex I Commercial Terms Exhibit A Scope of Work Exhibit B Schedule of Values and Milestones Exhibit C Permit Responsibility Matrix Exhibit D-1 Form of Conditional Final Lien Waiver Exhibit D-2 Form of Conditional Progress Lien Waiver Exhibit D-3 Form of Unconditional Final Lien Waiver Exhibit E Baseline Schedule Exhibit F Acceptance Tests Exhibit G Legal Description of Site Exhibit H Major Subcontractors Exhibit I Project Documents Exhibit J Insurance Requirements Exhibit K Form of Change Order Exhibit L Forms of Notices to Proceed Exhibit M Form of Application for Payment Exhibit N Key Personnel Exhibit O-1 Form of Mechanical Completion Certificate Exhibit O-2 Form of Substantial Completion Certificate Exhibit O-3 Form of Final Completion Certificate Exhibit P O&M Manual Requirements Exhibit Q Manufacturers’ Warranties Table Page 145 of 244 113638949.9 0075489-00004 LUMP SUM, TURNKEY, ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT THIS LUMP SUM, TURNKEY, ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT (as may be amended from time to time, this “Contract” or “Agreement”) is entered into the [__] day of [____], 202[_] (the “Effective Date”) by and between Grand Island Utilities District (“Owner”) and GRNE-Nelnet, LLC, a Nebraska limited liability company (“Contractor”) (each a “Party” and collectively the “Parties”). W I T N E S E T H: WHEREAS, Owner is developing the solar photovoltaic power generating facility (the “Facility,” as more fully defined below and described in the Scope of Work to be located on the site described on Exhibit G (the “Site”). WHEREAS, Owner desires to engage Contractor to perform turnkey design, engineering, procurement, permitting, fabrication, construction, installation, commissioning, start-up, testing, and completion of the Facility and related services thereto (the “Project”), subject to the terms and conditions set forth herein; and WHEREAS, Contractor is willing to provide such turnkey design, engineering, procurement, permitting, fabrication, construction, installation, commissioning, start-up, testing and related services for the Project upon the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Defined Terms. As used in this Contract, the following terms shall have the following meanings: “Abnormally Severe Weather Conditions” means storms and other climatic and weather conditions at the Site that are abnormally severe based on a thirty (30) year lookback period, as measured by data from the nearest National Oceanic and Atmospheric Administration (NOAA) station to the Site, provided however, in the case of precipitation (other than a named storm) occurring at the Site, such event shall be considered an Abnormally Severe Weather Condition only if such precipitation is the result of one or more weather systems occurring at the Site which, in the aggregate, cause to exceed the 100-year probability precipitation event such that no Work could reasonably have been performed during the period such weather systems passed over the Site. “AC Capacity Guarantee” shall mean that the Performance Test kWh shall equal no less than 95% of the Expected kWh. “Acceptance Test Completion Notice” has the meaning set forth in Section 7.1.4. Page 146 of 244 2 113638949.9 0075489-00004 “Acceptance Tests” means the Commissioning Tests, the Capacity Tests, and the Utility Interconnection Requirements. “Actual Nameplate DC Rating” means the sum of the labeled Standard Test Conditions rating of the photovoltaic modules, expressed in kilowatts, comprising the completed Facility. “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such first Person. For purposes of this definition, “control” (including “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, or by contract or otherwise, or ownership of at least fifty percent (50%) of the equity interests of such Person. “Applicable Laws” means any and all treaties, acts, statutes, laws, codes, standards, regulations, Permits, ordinances, rules, judgments, orders, decrees, directives, or any similar form of decision or determination by, or any interpretation or administration of any of the foregoing, by any Government Authority as may be in effect from time to time, including all applicable anti- corruption, anti-money laundering, anti-terrorism and economic sanction and anti-boycott laws, including the U.S. Foreign Corrupt Practices Act. “Application For Payment” has the meaning set forth in Section 5.2.2.1. “Baseline Schedule” means the critical path method schedule for the performance of the Work in Gantt format and provided to Owner in Microsoft Project MMP format. The initial Baseline Schedule as of the Effective Date is set forth in Exhibit E. “BESS” or “Battery Energy Storage System” means, if applicable, the battery modules, battery racks, battery enclosure, DC/DC converters, battery inverters, and associated equipment and cabling as more fully described in Exhibit A. “Business Day” means any day other than Saturday, Sunday, or a day on which the Federal Reserve Bank of New York is authorized or required to be closed. “Capacity Test” has the meaning set forth in Exhibit F. “Change in Law” means a change in, or the enactment, promulgation, issuance or entry into law of any Applicable Law by a Government Authority (excluding any change in Tax law or Forced Labor Law) that (a) occurs after the Effective Date except any such change that has been publicly announced or approved by the applicable Governmental Authority but is not yet effective as of the Effective Date, and (b) materially increases Contractor’s cost to perform the Work and/or materially delays Contractor’s performance of the Work as determined by the impact of the delay on the critical path of the Baseline Schedule. “Change Order” means a written order issued under Article 10 and signed by Owner and Contractor authorizing a change in the Work and an adjustment in the completion dates and/or Contract Price for performance or delivery of the Work. Page 147 of 244 3 113638949.9 0075489-00004 “Commercial Terms” means the document attached as Annex I. “Commissioning Procedures” means the detailed procedures and protocols for the Commissioning Tests, including calibration of controls and equipment and operation of the Facility through the Substantial Completion Date, that are to be developed by the Parties as described in Exhibit F. “Commissioning Report” has the meaning set forth in Section 2.30. “Commissioning Test” has the meaning set forth in Exhibit F. “Confidential Information” has the meaning set forth in Section 18.1.1. “Consent to Energize” means a written authorization, issued by Owner, permitting backfeed power with respect to the Facility. “Consent to PTO” means a written authorization, issued by Owner, permitting Contractor to request a permission to operate letter or any other letter that may be construed to permit the Facility to be “placed in service” for purposes of Section 48 of the Internal Revenue Code or otherwise request permission to energize the Facility. “Contract” has the meaning set forth in the preamble. “Contract Nameplate DC Rating” is the sum of the labeled STC rating of the photovoltaic modules, expressed in kilowatts, as agreed and described in Exhibit A. “Contract Price” means the amount specified opposite “Contract Price” in the Commercial Terms. “Contractor” has the meaning set forth in the Preamble. “Contractor Contact Details” means the contact details specified opposite “Contractor Contact Details” in the Commercial Terms. “Contractor Event of Default” has the meaning set forth in Section 13.1. “Contractor Indemnified Parties” has the meaning set forth in Section 12.3. “Contractor Permits” has the meaning set forth in Section 2.18.1. “Contractor Persons” means (a) Contractor, (b) Contractor’s directors, officers, employees, agents, representatives and Subcontractors, and (c) each Subcontractor’s directors, officers, employees, agents, representatives and subcontractors. “Contractor’s Authorized Representative” has the meaning set forth in Section 2.23.2. “Contractor’s Taxes” has the meaning set forth in Section 2.24.1. Page 148 of 244 4 113638949.9 0075489-00004 “DAS” or “Data Acquisition System” has the meaning set forth in Exhibit A. “Design Engineering and Construction Documents” means those design engineering and construction documents for the Work based on the Scope of Work, including drawings, models, calculations, databases, analyses, data sheets, specifications, plans, method statements and other documents necessary to construct and describe the Facility with respect to the engineering, civil, structural, control, mechanical, electrical, fire protection, safety, environmental and other systems to be incorporated therein and expectations therefor. “Designated Person” means a Person that appears on any list issued by the U.S., the European Union, the World Bank Debarred List, the United Nations or other international organization with respect to money laundering, corruption, terrorism financing, drug trafficking, economic or arms embargoes or other related illicit activity. “Direct Costs” means only the actual, reasonably evidenced, direct, out-of-pocket costs necessarily incurred and paid by Contractor in good faith in the proper performance of the Work, without mark-up or adjustment for contingency, profit or overhead. “Disclosing Party” has the meaning set forth in Section 18.1.1. “Dispute” has the meaning set forth in Section 17.1. “Dollars” or “$” means the lawful currency of the United States of America. “Effective Date” has the meaning set forth in the Preamble. “EHSS Plan” has the meaning set forth in Section 2.9. “Environmental Site Assessment” or “ESA” has the meaning set forth in Exhibit I. “Expected kWh” means the projected Facility output for the 25 years calculated by Contractor using PVSyst software based on the final Facility design pursuant to Section 2.13, which calculation shall be performed when such final Facility design has been determined. “Facility” means those components comprising the photovoltaic power plant and all facilities, systems and ancillary equipment relating thereto (as further described in Exhibit A) to be located on the Site, and to be fully and safely designed, engineered, procured, permitted, fabricated, constructed, installed, commissioned, started-up, tested, warranted and completed by Contractor as provided in this Contract and meeting the Technical Specifications, the Performance Guarantees and the other requirements hereunder. “Final Completion” has the meaning set forth in Section 6.4.1. “Final Completion Date” has the meaning set forth in Section 6.4.3. “Financing Parties” means any and all lenders, investors, equity providers (including tax equity investors) and other similar Persons, and any agents or trustees acting on their behalf, in Page 149 of 244 5 113638949.9 0075489-00004 each case providing any interim or long-term financing for the construction, operation or maintenance for the Project or the Facility. “Force Majeure” has the meaning set forth in Section 11.1.1. “Forced Labor” has the meaning given that term in section 307of the Tariff Act of 1930 (19 U.S.C. 1307). “Forced Labor Laws” means Public Law 17-178 (135 STAT. 1525), the Tariff Act of 1930 (19 U.S.C. 1307), the Trafficking of Victims Protection Act of 2000 (Public Law 106-386 (22 U.S.C. 7101 et seq.), the Elie Weisel Genocide and Atrocities Prevention Act of 2018 (Public Law 115-441 (22 U.S.C. 2656) and any regulations promulgated under the above laws, as such laws or regulations may be revised, amended or superseded from time to time. “Geotechnical Data Report” means has the meaning set forth on Exhibit I. “Governing Law” means the laws of the State specified opposite “Governing Law” in the Commercial Terms. “Government Authority” means any and all national, provincial, federal, state, county, city, municipal, regional or local authorities, departments, bodies, boards, bureaus, instrumentalities, commissions, corporations, branches, directorates, agencies, ministries, courts, tribunals, judicial authorities, legislative bodies, administrative bodies, regulatory bodies, autonomous or quasi- autonomous entities or taxing authorities or any political subdivision of any of the above. “Government Official” means any officer or employee of a government, or of any department (whether executive, legislative, judicial or administrative), agency or instrumentality of any government, including any government-owned business, or a public international organization, or any person acting in an official capacity for or on behalf of such government, or any candidate for public office or representative of a political party. “Guaranteed Dates” means the Guaranteed Mechanical Completion Date and the Guaranteed Substantial Completion Date. “Guaranteed Mechanical Completion Date” means the date specified opposite “Guaranteed Mechanical Completion Date” in the Commercial Terms. “Guaranteed Substantial Completion Date” means the date specified opposite “Guaranteed Substantial Completion Date” in the Commercial Terms. “Hazardous Substance” means any and all chemicals, constituents, contaminants, pollutants, materials, and wastes and any other carcinogenic, corrosive, ignitable, radioactive, reactive, toxic or otherwise hazardous substances or mixtures (whether solids, liquids, gases), or any similar substances, which are, in each case, hazardous and now or at any time subject to regulation, control, remediation or otherwise addressed under Applicable Laws. Page 150 of 244 6 113638949.9 0075489-00004 “Indemnitee” means a Contractor Indemnified Party or an Owner Indemnified Party, as applicable. “Indemnitor” has the meaning set forth in Section 12.4. “Intellectual Property” means any patents, copyrights, trademarks, proprietary rights or information, licenses and other intellectual property rights. “Interconnection Agreement” means the interconnection agreement for the Facility as further described on Exhibit I. “ITCs” means investment tax credits under Section 48 of the Internal Revenue Code. “Key Personnel” has the meaning set forth in Section 2.23.4.1. “Lien” means any lien (statutory or other), defect in title (including conditional sale and title retention arrangements), pledge, mortgage, security interest, deed of trust, charge, fiduciary transfer, assignment, deposit or escrow arrangement, fiduciary assignment, claim, hypothecation, attachment or other encumbrance of any kind in respect of any portion of the Work, equipment or the Facility, whether or not filed, recorded or otherwise perfected or effective under Applicable Law. “Lien Waiver” means a Lien waiver to be provided by Contractor and each Major Subcontractor in accordance with the terms hereof, in the form of Exhibit D-1, Exhibit D-2, or Exhibit D-3, as applicable. “Limited Notice to Proceed” or “LNTP” means a Notice in the form of Exhibit L-1. “Losses” has the meaning set forth in Section 12.1. “Major Equipment” means, with respect to the Project, the modules or photovoltaic panels, inverters, BESS (if any), DAS, racking, medium voltage transformers, switchgear, combiner box, and panel boards. “Major Subcontract” means any Subcontract that has a contract amount or scope of Work that exceeds the amount set forth opposite the term “Major Subcontract” in the Commercial Terms or is otherwise set forth on Exhibit H. “Major Subcontractor” means any Subcontractor that is a party to a Major Subcontract. “Manufacturers’ Warranties” has the meaning set forth in Section 9.3. “Mechanical Completion” has the meaning set forth in Section 6.1.2. “Mechanical Completion Certificate” has the meaning set forth in Section 6.1.3. “Mechanical Completion Date” has the meaning set forth in Section 6.1.4. Page 151 of 244 7 113638949.9 0075489-00004 “Milestone Payment” has the meaning set forth in Section 5.2.2.1. “Milestones” means, with respect to the Project, the milestones in respect of which Milestone Payments are due as set forth in an LNTP or as set forth in Exhibit B. “Monthly Progress Report” means a monthly written report of actual progress of the Work against the Baseline Schedule in the form reasonably approved by Owner showing in detail the progress to date and the then-current scheduling of all major elements of design, procurement, construction, testing and other items or aspects of the Work as requested by Owner, including the incorporation of delay and acceleration analyses where appropriate. “Nameplate Rating Guarantee” means that the Actual Nameplate DC Rating shall equal no less than 95% of the Contract Nameplate DC Rating. “Notice” has the meaning set forth in Section 18.8. “Notice of Mechanical Completion” has the meaning set forth in Section 6.1.3. “Notice of Substantial Completion” has the meaning set forth in Section 6.2.3. “Notice to Proceed” or “NTP” means a Notice in the form of Exhibit L-2. “NTP Date” has the meaning set forth in Section 2.12.2. “O&M Manual” has the meaning set forth in Section 2.14. “Offtaker” means, with respect to the Project, the entity that is the counterparty to the applicable Power Purchase Agreement listed on Exhibit I. “Outside Date” has the meaning set forth opposite “Outside Date” in the Commercial Terms. “Owner” has the meaning set forth in the Preamble. “Owner Caused Delay” means a failure by Owner or its agents to perform any of its obligations under this Agreement, including without limitation (a) any failure by Owner to achieve any of the critical path items that are the responsibility of Owner under this Agreement, including the timely delivery of Owner provided Permits, Owner-Provided Information, and Owner Supplied Equipment, (b) a Utility Delay, (c) any suspension of the Work ordered by Owner pursuant to Section 4.5, (d) a delay occasioned by the Owner’s financing parties, by the site host, and/or by the applicable offtaker(s), and (e) any event or circumstance that is identified in this Agreement as an Owner Caused Delay. “Owner Contact Details” means the contact details specified opposite “Owner Contact Details” in the Commercial Terms. “Owner Indemnified Parties” has the meaning set forth in Section 12.1. Page 152 of 244 8 113638949.9 0075489-00004 “Owner-Provided Information” means the information, documents and other materials provided (or made available) by Owner and Owner’s Authorized Representative prior to or after execution of this Contract in relation to the Project. “Owner Supplied Equipment” means the materials and equipment, if any, identified in Exhibit A. “Owner’s Authorized Representative” has the meaning set forth in Section 3.2. “Parties” means Owner and Contractor, collectively, and “Party” means either Owner or Contractor, as the context may require. “Payment Terms” has the meaning set forth opposite “Payment Terms” in the Commercial Terms. “Permits” means any permit, approval, license, consent, variance, notification or authorization required by any Government Authority in connection with the Work, the Facility or the Project. “Person” means any individual, corporation (including a business trust), partnership, limited liability company, association, joint stock company, trust, unincorporated organization, joint venture or other entity of whatever nature. “Power Purchase Agreement” means each power purchase agreement for the offtake of electricity produced by the Facility as further described on Exhibit I. “Pre-Existing Hazardous Substances” has the meaning set forth in Section 2.10.2.1. “Progress Meeting” has the meaning set forth in Section 2.7.3. “Progress Report” has the meaning set forth in Section 2.7.2. “Prohibited Payment” means any offer, gift, payment, promise to pay or authorization of the payment of any money or anything of value, directly or indirectly, to a Government Official or any other Person, including for the use or benefit of another, to the extent that one knows or has reasonable grounds to believe that all or a portion of the money or thing of value that was given or is to be given to such other Person will be paid, offered, promised, given or authorized to be paid, directly or indirectly, to a Government Official or any other Person, for the purpose of (a) improperly influencing any act or decision of a Government Official or Person, (b) inducing a Government Official or Person to do or omit to do any act in violation of his lawful duty, (c) securing any improper advantage or (d) improperly inducing a Government Official or Person to affect or influence any act or decision in order to obtain or retain business. “Prohibited Transaction” means receiving, transferring, transporting, retaining, using, structuring, diverting or hiding the proceeds of any criminal activity whatsoever, including (a) drug trafficking, (b) fraud and bribery of a Government Official, (c) engaging or becoming involved in, financing or supporting (financially or otherwise), sponsoring, facilitating or giving Page 153 of 244 9 113638949.9 0075489-00004 aid to any terrorist person, activity or organization and (d) participating in any transaction or otherwise conducting business with a Designated Person. “Project” has the meaning set forth in the Recitals. “Project Documents” means this Contract and each of the agreements set forth on Exhibit I. “Proprietary Interest” has the meaning set forth in Section 12.2.1. “Prudent Industry Practices” means with respect to the engineering, procurement, design, construction, operation and maintenance of the Work, those prudent and good practices, methods, techniques, codes, processes, acts, equipment, and standards of safety and performance, as the same may change from time to time, as are commonly used, or are generally accepted in the engineering, procurement, construction or construction management, operations and maintenance, of electric generation facilities with a complexity similar to the Facility, which (i) in the exercise of prudent, proper, and reasonable judgment (ii) in light of facts known or which reasonably should have been known at the time the decision was made, and (iii) after due and diligent inquiry, would have been expected to satisfy the requirements and desired results of this Contract in a manner consistent with professional, economical, expeditious, timely, reliable, safe, workmanlike and good business practices and with due regard for industry codes, manufacturer warranties, and Applicable Laws. “Punch List” has the meaning set forth in Section 6.3.1. “Receiving Party” has the meaning set forth in Section 18.1.1. “Replacement Contractor” has the meaning set forth in Section 13.4. “Risk Transfer Date” with respect to the Project, means the date on which Owner delivers the Substantial Completion Certificate to Contractor with respect to the Project pursuant to Section 6.2. “Scope of Work” means the scope of Work for the Facility as set forth in Exhibit A. “Seat of Arbitration” means the location specified opposite “Seat of Arbitration” in the Commercial Terms. “Site” has the meaning set forth in the Recitals. “Standard Test Conditions” means the industry standard conditions of 25 degree Celsius PV module cell temperature, solar irradiance of 1,000 Watts per square meter, and air mass of 1.5. “Standards of Performance” has the meaning set forth in Section 2.2. "State” means the state where the Project is located. Page 154 of 244 10 113638949.9 0075489-00004 “Subcontract” means any contract, purchase order, material requisition or other agreement between Contractor and a Subcontractor or between two or more Subcontractors, with respect to performing any part of the Work or providing any equipment, materials or services in connection with the Work. “Subcontractor” means each and every vendor, supplier, materialman, consultant design professional, or contractor of any tier, other than Contractor, performing any part of the Work or providing any equipment, materials or services in connection with the Work directly or indirectly for or to Contractor or another Subcontractor. “Substantial Completion” has the meaning set forth in Section 6.2.2. “Substantial Completion Certificate” has the meaning set forth in Section 6.2.5. “Substantial Completion Date” has the meaning set forth in Section 6.2.5. “SWPPP” means the Storm Water Pollution and Prevention Plan as defined in Exhibit I. “Taxes” means occupational, sales, works, use, value added, excise, unemployment, income, profit, excess profit, gross receipts, license, withholding, personnel, property, services and other taxes (including, but not limited to, taxes measured by wages earned by employees of Contractor or any Subcontractor) and import, customs or other duties, fees, and contributions and any and all other taxes, charges, imposts and duties imposed by and/or payable to any Government Authority, together with any interest, penalties and additions with respect thereto. “Technical Specifications” means the specifications and requirements for the Work as specified in Exhibit A. “Test Procedures” means the procedures for Contractor’s testing of the Facility that are to be developed by the Parties as described in Exhibit F. “Total Liability Limit Percentage” means the percentage described opposite “Total Liability Limit Percentage” in the Commercial Terms. “Underground and In-Ground Facilities” means all pre-existing pipelines, conduits, ducts, cables, wires, manholes, vaults, water lines, tanks, tunnels or other such facilities or attachments, and any encasements containing such facilities, that have been installed underground. “Utility” means, with respect to the Project, the entity that is the counterparty to the applicable Interconnection Agreement listed on Exhibit I. “Utility Delay” means (i) all cancellations, delays, reschedules, stop-work orders, suspensions, or modifications by Utility of target in-service dates, tentatively scheduled, pre- scheduled or previously authorized events required by Owner or Utility to conduct activity under the Interconnection Agreement, including: commissioning, testing and energization of the Project that have a material impact on the project critical path and completion of the Project relative to the Guaranteed Substantial Completion Date and cannot be otherwise mitigated; or (ii) delays caused Page 155 of 244 11 113638949.9 0075489-00004 by legal actions or challenges made by or against the Utility that directly and materially affect Contractor’s ability to complete the Project, in each case, which could not have been reasonably prevented by Contractor’s use of Prudent Industry Practices and which were not caused by a material breach of Contractor’s hereunder, including but not limited to its timely submission of all reports and other reasonable information requested by Utility. “Utility Interconnection Requirements” means the testing and interconnection requirements set forth in the Project Documents. “Warranty” has the meaning set forth in Section 9.1. “Warranty End Date” has the meaning set forth in Section 9.5.2. “Warranty Period” means the period described opposite “Warranty Period” in the Commercial Terms. “Work” means all obligations, duties, and responsibilities assigned to or undertaken by Contractor under this Contract, including those described in Exhibit A. “Work Area” shall mean each Site or any area where Work is being performed, including laydown areas and prefabrication areas. “Working Condition” means equipment is able to be used safely for its intended purpose as specified by the manufacturer. 1.2 Interpretation. Unless the context of this Contract otherwise requires, the following rules of interpretation shall apply to this Contract: (a) the headings contained in this Contract are used solely for convenience and do not constitute a part of this Contract between the Parties, nor should they be used to aid in any manner to construe or interpret this Contract; (b) the terms “hereof,” “herein,” “hereto” and similar words refer to this Contract in its entirety and not any particular Article, Section, Exhibit or any other subdivision of this Contract; (c) references to “Article,” “Section,” “Exhibit” are to this Contract unless specified otherwise and references to any Article or Section shall include all Sections, subsections and paragraphs contained therein; (d) references to any contract, agreement or document (including this Contract) shall be construed as a reference to such agreement or document as the same may be amended, modified, supplemented or restated; (e) references to any Applicable Law shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified, supplemented or re-enacted; (f) wherever possible, any conflict or inconsistency between any particular Article, Section, Exhibit or any other subdivision of this Contract shall be construed as complementary rather than conflicting, however, any conflict or inconsistency between any particular Article, Section, Exhibit or any other subdivision of this Contract which is irreconcilable shall be resolved in accordance with the written direction of Owner, without any entitlement to a Change Order or any other relief whatsoever; (g) references to any Person shall be construed as a reference to such Person’s successors and permitted assigns; (h) references to “includes,” “including” and similar terms shall mean “including, without limitation”; (i) the singular shall include the plural and vice versa; and (j) in case of any inconsistency between provisions of this Contract, the body of this Contract shall govern over the Exhibits attached hereto. Page 156 of 244 12 113638949.9 0075489-00004 2. CONTRACTOR’S WORK AND OTHER OBLIGATIONS 2.1 Work to be Performed. Contractor shall have full and complete responsibility for the performance of the Work (including professional, managerial, all civil and electrical infrastructure design, procurement, delivery, handling and storing of all materials and equipment used in the Work including the solar equipment, and technical responsibility), regardless of whether any of the Work is to be performed by Contractor or its Subcontractors. Contractor shall provide to Owner, on a full turnkey basis, at the designated location within the Site, a solar photovoltaic power plant meeting Actual Nameplate DC Rating and otherwise meeting the requirements of this Agreement. 2.2 Standards of Performance. Contractor shall perform all of the Work as more specifically described in Exhibit A: (a) to provide Owner with a fully operational Facility meeting the specifications set forth in this Agreement, including all Exhibits hereto; (b) in a professional, prudent, economical, expeditious, timely and workmanlike manner, with the degree of skill and care that is utilized by professionals in the same field under the same or similar circumstances; (c) only with materials and equipment that are new, unused, and, to Contractor’s best knowledge, free from defects and deficiencies; (d) in accordance and compliance with this Contract, the Project Documents, all Applicable Laws, Prudent Industry Practices, and manufacturer’s requirements; and (e) such that the Work is free from defects in workmanship (collectively, the “Standards of Performance”). 2.3 Coordination with Owner and Other Contractors. Contractor acknowledges that Persons, including Owner Indemnified Parties and other Persons hired by Owner or by others, may perform certain work on or near the Work Areas. Contractor shall (a) coordinate the Work where possible with the work of such Persons and cooperate with such Persons to minimize the impact of any interference and (b) provide such Persons with reasonable access to the Work Areas and coordinate safety and security efforts. 2.4 Protection of Property, Materials and Equipment. No Contractor Person shall damage any public or private property (including, but not limited to, all parallel, converging and intersecting electric lines and poles, telephone or cable lines and poles, roads, highways, waterways, railroads, sewer lines, natural gas pipelines, drainage ditches, culverts, buildings, structures, monuments, vehicles, trees, shrubs, lawns, walks and pavements) on roads and routes along, adjacent to, or near any Work Area. If any Contractor Person directly or indirectly causes any damage to any such property, then Contractor shall promptly notify Owner and, at Contractor’s expense, repair, rebuild, reinforce or otherwise fully restore the same to the satisfaction of the property owner and in accordance with all Applicable Laws. 2.5 Document Retention Policy. Contractor shall utilize a document retention policy for material documents related to this Agreement or the Work which shall be based on the longer of (a) Contractor’s standard corporate policy or (b) three (3) years following Final Completion Date of the Project. 2.6 Schedule. The Parties agree that the Baseline Schedule (set forth in Exhibit E as of the Effective Date), and a three (3) week lookahead schedule shall be the basis against which Page 157 of 244 13 113638949.9 0075489-00004 weekly progress of the Work is compared. All Work progress shall be measured by comparing actual progress of the Work to progress forecasted by the Baseline Schedule. Any change to or modification of the Work that impacts the Mechanical Completion or Substantial Completion from the Baseline Schedule may only be made in accordance with Article 10. Contractor shall use best efforts to ensure that it completes the Work in accordance with the Baseline Schedule. 2.7 Progress Reports and Meetings. 2.7.1 Generally. Contractor has the responsibility for keeping Owner and Owner’s Authorized Representative aware of the up-to-date progress of the Work. Contractor shall prepare and deliver to Owner, and meet to discuss with Owner, reports of the progress of the Work, including on a monthly basis provision of the Monthly Progress Report against the Baseline Schedule. 2.7.2 Frequency and Contents. On a weekly basis, Contractor shall provide to Owner a detailed progress report of actual progress of the Work in a form reasonably acceptable to Owner (each, a “Progress Report”) and an updated Work schedule showing the extent of Contractor’s adherence to the Baseline Schedule. Each Progress Report and updated Work schedule shall be submitted to Owner, for review, at least one day before the Progress Meeting, following the Effective Date. Such Progress Reports shall provide Owner with a detailed summary of any deviations from the Baseline Schedule and the reasons for such deviation. Contractor shall provide a monthly schedule which will include a detail summary of the progress, updated Work schedule, and reasons for any deviations from the Baseline Schedule. 2.7.3 Progress Meetings. From the Effective Date and continuing through to Final Completion Date of the Project, Contractor shall hold weekly progress meetings, which meetings may be held telephonically, by video conference, or on-site, with Owner, Owner’s Authorized Representatives and their respective invitees (each, a “Progress Meeting”). 2.8 Environmental Protection, Health, Safety and Security. Contractor shall have sole responsibility for providing and managing the Site safety, environmental management, and security programs and systems for all people and the Work itself being performed at the Work Areas through implementation of and in compliance with the EHSS Plan and O&M Manual and Applicable Laws. Contractor shall ensure that all persons who are on the Site or any other Work Areas are familiar with the EHSS Plan and O&M Manual and Site rules and shall provide training to all such persons, including Owner’s personnel on any such Site. Contractor shall take all reasonable precautions for the protection of people, property and the environment, and shall provide all reasonable protection to prevent damage, injury or loss. 2.8.1 Contractor shall hold a pre-job safety briefing for all employees, contractors, and Subcontractors on their first day on Site. Hardhat stickers or an attendance log file must be issued or maintained as a proof of briefing attendance. 2.8.2 As required by Government Authority, Contractor shall provide on-site training to the local Fire Department and Police Department for first responders. Contractor is not obligated to provide more than 8 hours of training. Page 158 of 244 14 113638949.9 0075489-00004 2.9 EHSS Plan. 2.9.1 Contractor shall deliver a Site specific draft Environmental, Health, Safety and Security Plan that is in accordance will Applicable Law in a form reasonably acceptable to Owner (the “EHSS Plan”) as a condition to NTP. 2.9.2 Contractor shall cause all Subcontractors to comply with the EHSS Plan. Contractor expressly accepts complete responsibility for the health and safety of its and its Subcontractors’ employees and for its EHSS Plan and shall not be relieved of any of its responsibilities because the Owner has failed to detect or advise the correction of any unsafe conditions or practices. 2.10 Hazardous Substances. 2.10.1 Contractor shall comply with the EHSS Plan and all Applicable Law with respect to all situations involving Hazardous Substances. In the event of any conflict or inconsistency between the EHSS Plan and Applicable Law, Contractor shall follow Applicable Law. 2.10.2 Discovery of Hazardous Substances: 2.10.2.1 Contractor acknowledges, represents and warrants that it has reviewed documents provided by Owner regarding Hazardous Substances on or under the Work Areas prior to Contractor’s accessing or taking responsibility thereof, and has considered such information in its planning of the Work. Contractor shall not be entitled to request any Change Order related to Hazardous Substances on or under any Work Area that were disclosed in the documentation provided by Owner or disclosed in the Environmental Site Assessment or the Geotechnical Data Report (“Pre-Existing Hazardous Substances”). 2.10.2.2 Contractor will prevent the release of any Pre-Existing Hazardous Substances by any Contractor Person and of any Hazardous Substances brought to the Site by a Contractor Person at each Work Area or adjacent areas thereto or any other area where Contractor performs the Work. 2.10.2.3 Contractor shall not be liable for (i) any Hazardous Substances brought onto a Site by Owner, (ii) any Pre-Existing Hazardous Substances at the Site or (iii) Hazardous Substances improperly handled, treated or stored by any Person other than Contractor Persons. If, during the course of performing the Work, Contractor becomes aware of any Hazardous Substance on or under any Work Area, whether or not created, released or brought onto a Work Area by Contractor, Contractor shall make all reports to any and all Government Authorities or other Persons as required by any Applicable Law and promptly report such condition to Owner in writing and before disturbing (or further disturbing) such Hazardous Substance. Page 159 of 244 15 113638949.9 0075489-00004 2.10.2.4 Owner shall be liable for (i) any Hazardous Substances brought onto a Site by Owner, and (ii) Hazardous Substances improperly handled, treated or stored by any Person other than Contractor Persons. 2.10.2.5 Owner or Contractor, as set forth in Section 2.10.2, shall contain any release of and remove any Hazardous Substance that is on or under any Work Area, and such responsible Party shall (i) have liability for and responsibility to clean-up, remove and dispose of any such Hazardous Substance, and (ii) perform all clean-up, removal and disposal services with respect thereto; provided that Contractor will be entitled to a Change Order as provided in Article 10 if Owner requests that Contractor clean-up, remove or otherwise remediate any Hazardous Substances described in Section 2.10.2.3. 2.10.2.6 Construction-Related Hazardous Substances. Contractor shall ensure that none of the substances or materials prohibited by the EHSS Plan or Applicable Laws are included in any Work provided by Contractor or incorporated into the Facility. 2.11 Site Inspection. 2.11.1 Assumption of Risk, Concealed Conditions. Contractor assumes the risk of all surface and subsurface conditions at the Site, and shall not be entitled to an extension of the Work schedule or an increase in the Contract Price as a result thereof; provided, however, that if Contractor (a) encounters any concealed subsurface condition which a reasonable, experienced contractor would not foresee existing at the Site through the exercise of reasonable diligence consistent with Prudent Industry Practices and which varies materially from the conditions shown in, or reasonably inferable from, the Geotechnical Data Reports (to the extent then available, and if not then available, from the conditions previously encountered by Contractor) and (b) any such condition causes a material increase in the Contract Price or time required for performance of the Work, then Contractor shall notify Owner thereof as soon as such condition is exposed, and Owner shall issue a Change Order pursuant to Article 10 to address such condition. 2.11.2 Underground and In-Ground Facilities. Contractor shall have responsibility for locating all Underground and In-Ground Facilities, for assisting Owner in coordination of the Work with the owners of, or other Persons with rights to, all Underground and In-Ground Facilities during construction, for the safety and protection thereof as provided for in this Contract and for repairing any damage thereto caused by Contractor or any Subcontractor, the cost of all of which shall be at the expense of Contractor. 2.11.3 Setbacks. Contractor shall comply with all Site setback requirements. 2.12 Commencement of the Work. 2.12.1 Limited Notice to Proceed. Owner may (but is under no obligation to) deliver to Contractor one or more LNTPs directing Contractor to commence the specific items of Work therein at the price, on the date, and subject to the payment terms and conditions, set forth therein. If Owner issues the NTP after having issued a LNTP, any portion of the Work performed under such LNTP shall be considered part of the Work and any payments made to Contractor pursuant to a LNTP shall be deemed payments under this Contract. Owner’s issuance of a LNTP shall not Page 160 of 244 16 113638949.9 0075489-00004 obligate Owner to issue the NTP and Owner has no obligation under this Contract to issue the NTP. 2.12.2 Notice to Proceed. If and when Owner has determined it is desirable for Contractor to commence performance of all the Work with respect to the Project, Owner will deliver to Contractor an NTP for the Project, which shall set forth the date on which Contractor is to commence full performance of the Work with respect to the Project (each, an “NTP Date”). Contractor shall be obligated as a condition to NTP, upon Notice from Owner that it intends to issue an NTP, to deliver to Owner the following: (a) a true and correct copy of the Project design, acceptable to Owner, (c) true and correct copies of the applicable Permits, (including for the avoidance of doubt, the building and electrical permits for the Site), (d) certificates of insurance; (e) proof of registration, certification, and licenses with all governmental entities required under Applicable Law, (f) the EHSS Plan in a form reasonably acceptable to Owner, and (g) the Performance Security with the obliges provided by Owner,. 2.12.3 Care, Custody and Control. Upon Owner providing Contractor with access to a Site in accordance with Section 2.21.3, Contractor shall assume and maintain care, custody and control of such Site through its Substantial Completion Date. 2.13 Engineering and Design Services. 2.13.1 General. Exhibit A constitutes the minimum criteria for safety, efficiency, reliability, operability, maintainability, quality of equipment and performance of equipment and systems for the Project. Where Exhibit A differs from the applicable industry codes and standards or Applicable Laws in effect as of the Effective Date, the more stringent of these shall apply. Where Exhibit A or Design Engineering and Construction Documents describe portions of the Work in general terms, but not in complete detail, or are silent, it is understood that, subject to Contractor meeting the requirements of this Contract, Prudent Industry Practices shall prevail. All engineering work requiring certification shall be certified by professional engineers licensed and properly qualified to perform such engineering services under Applicable Laws, including the laws of the State where the Project is located. 2.13.2 Design Engineering and Construction Documents. 2.13.2.1 Contractor shall prepare and submit to Owner the 60% Engineering drawings and the Issued for Construction Design Engineering and Construction Documents with respect to the Project in accordance with the scope of Work. Owner shall have ten (10) Business Days to review and comment and Contractor shall incorporate or address, in writing, Owner’s comments to each Issued for Construction Design Engineering and Construction Document to the reasonable satisfaction of Owner. If Owner does not respond or provide comments to Contractor’s Design Engineering and Construction Documents within ten (10) Business Days of Owner’s receipt, Owner shall be deemed to have accepted the same and Contractor may proceed accordingly. 2.13.2.2 Contractor shall submit all equipment access and safety-related designs to Owner for review in accordance with Section 2.13.2.1 prior to execution. If Page 161 of 244 17 113638949.9 0075489-00004 Owner provides any comments to a Design Engineering and Construction Document, Contractor shall incorporate or address, in writing, Owner’s comments and promptly resubmit such Design Engineering and Construction Document to Owner for further review. 2.13.2.3 If any aspect of the installation changes relative to the Design Engineering and Construction Documents, Contractor shall provide a detailed markup of such Design Engineering and Construction Documents to the Owner for review in accordance with Section 2.13.2.1. Material changes from the design must not be executed or installed in the field without Owner’s prior written approval. 2.13.2.4 Contractor shall prepare and submit a package for the final Design Engineering and Construction Documents with respect to the Project to Owner, which will state the final design size of the Facility expressed in kilowatts DC at Standard Test Conditions. The final design size will be referenced for any contract price adjustments agreed or otherwise authorized under Article 10. 2.13.2.5 Owner’s provision of, or failure to provide, any comments to any of the Design Engineering and Construction Documents shall in no event be deemed to impose any liability on Owner or a waiver of any of Contractor’s obligations (including Contractor’s obligations to perform the Work) or to otherwise relieve Contractor of its obligation to design and construct the Facility in accordance with the requirements of this Contract. 2.13.2.6 The Facility will be designed for a minimum operational life of 25 years for any permanent structures (specifically concrete pads and foundation/screws), subject to normal wear and tear and Owner’s proper maintenance of the Facility; provided that the operational life is not intended to, and does not, extend or otherwise modify any Warranty given by Contractor pursuant to the terms of the Agreement or the duration thereof. 2.13.3 Interconnection. At Contractor’s sole cost and expense, Contractor shall (i) obtain all interconnection approvals and agreements necessary for the testing and operation of the interconnection of the Facility in accordance with Prudent Industry Practices, Applicable Laws and Governmental Authorities; and (ii) otherwise perform all other obligations under or with respect to the interconnection of the Facility, in each case on or before the date required in the Baseline Schedule (as such date may be extended pursuant to and in accordance with this Contract). Contractor shall be responsible for performing all Work necessary to interconnect the modules, the trackers, the inverters, the transformers, the interconnection of the Facility and the other components of the Work, as set forth in the Scope of Work. Contractor shall be responsible for coordinating with the telecommunications utility if required by the utility and bringing service from demarcation onto the Site. 2.14 O&M Manual. No later than fifteen (15) days before the Substantial Completion Date, Contractor shall, upon request, deliver to Owner an operations and maintenance manual for the Project (the “O&M Manual”). The content of the O&M Manual shall be in accordance with Page 162 of 244 18 113638949.9 0075489-00004 the original equipment manufacturers’ recommendations and Prudent Industry Practices, shall meet the requirements set forth on Exhibit P and shall include, at a minimum: 2.14.1 Signed and sealed as-built drawings in PDF and DWG, including as-built ALTA survey; 2.14.2 A system description and site access details; 2.14.3 Commissioning and performance test reports; 2.14.4 Permits; 2.14.5 Utility interconnection authorizations and approvals, including permission to operate letter or any other letter that may be construed to permit the Facility to be “placed in service” for purposes of Section 48 of the Internal Revenue Code or otherwise request permission to energize the Facility; 2.14.6 Warranty information for all equipment; including filling out the Manufacturers’ Warranty Table set forth in Exhibit Q 2.14.7 Module flash test reports; 2.14.8 Operations, maintenance, frequency schedule, and/or service manuals and procedures provided by the manufacturer for all equipment, including a written description of the system start-up and shutdown process in both normal operation and emergency situations; 2.14.9 Internet service provider information, IP addresses, contact information and other information relevant to manage the internet connection; and 2.14.10 A price list of all operational spare parts that are recommended by the vendors of equipment comprising the Facility. 2.15 Intellectual Property. 2.15.1 No Infringement. In performing the Work, Contractor (and its Subcontractors) shall not incorporate into or use in the Facility any materials, apparatus, methods, processes or systems which infringe, misappropriate, dilute or otherwise violate the Intellectual Property or involve the use of any confidential information that Owner or Contractor does not have the right to use or which may result in claims or suits against Owner or Contractor. 2.15.2 Licenses. 2.15.2.1 Subject to this Section 2.15.2.1, any Design Engineering and Construction Documents developed by Contractor solely for the Facility under this Contract shall immediately become the property of Owner upon payment by Owner for Contractor’s completion of the applicable Milestone for the Facility and shall be delivered to Owner upon Final Completion of the Facility; provided, that nothing in the foregoing Page 163 of 244 19 113638949.9 0075489-00004 shall impair, alter or otherwise affect Contractor’s proprietary rights in its Intellectual Property. 2.15.2.2 Contractor agrees to grant and hereby grants to Owner an irrevocable, non-exclusive, royalty-free license under all patents, copyrights and other proprietary information of Contractor related to the Work now or hereafter owned or controlled by Contractor to the extent reasonably necessary for the operation, maintenance, repair or modification of the Facility or any subsystem or component thereof designed, specified, or constructed by Contractor under this Contract. 2.15.2.3 Any additional inventions or Intellectual Property created during the performance of the Work by Contractor shall be owned by Contractor. 2.15.2.4 [Reserved]. 2.16 Clearance and Preparation of Site. Contractor has inspected the Site and agrees that the Site, including access thereto, is sufficient for Contractor to construct the Facility and perform the Work for the Contract Price and in accordance with the applicable Baseline Schedule. Contractor will be responsible for clearing the Site (including, any Underground and In-Ground Facilities, unless directed in writing by Owner not to do so) as required to perform the Work, including the removal of both natural and man-made obstructions and performing all things necessary to achieve Final Completion. Contractor will provide for the procurement or disposal of, as appropriate, all soil, gravel and similar materials required for performance of the Work. 2.17 Civil. 2.17.1 Earthworks for utilities must consist of completing any final grading, trenching, fill, or other preparation ahead of piping, equipment, conduit, man-ways, and power line placement. Contractor will comply with basic standards of backfill and compaction appropriate for the soil type. 2.17.2 Contractor will implement and maintain surface and groundwater control methods to minimize damage and delays during and after the Work and be responsible for the removal and rehabilitation of temporary control measures. 2.17.3 Contractor will install and maintain temporary erosion control and sedimentation control during the period the Work is being performed in accordance with the SWPPP. Provide revegetation and soil stabilization in accordance with the SWPPP with an Owner approved pollinator seed mix. 2.17.4 Contractor will be responsible for concrete truck washout implementation and use. 2.17.5 Contractor will supply, store, secure and maintain temporary works associated with construction water required for dust suppression and soil moisture conditioning. 2.17.6 Contractor will procure, install, and maintain all revegetation, vegetative screening and plantings required for the Project. Page 164 of 244 20 113638949.9 0075489-00004 2.18 Permitting. 2.18.1 Contractor will timely obtain, pay for and maintain in effect those Permits designated in Exhibit C as Contractor’s responsibility, produce Design Engineering and Construction Documents necessary to obtain Permits, and attend all meeting requests made by permitting authority. Contractor’s responsibility for Permits shall also include any other Permits not identified as Contractor’s or Owner’s responsibility that are typically obtained by contractors performing work in similar projects as the Work for the Project, including all interconnection authorizations from the Utility and those referenced in Exhibit A or Exhibit I (collectively, “Contractor Permits”). 2.18.2 If Contractor is unable to obtain, or has failed to timely obtain, any Contractor Permit, Contractor shall promptly notify Owner thereof. Contractor shall provide Owner with copies of all Contractor Permits and any correspondence pertaining thereto. Owner and Contractor will cooperate with each other in connection with the other Party’s efforts to obtain the Permits required to be obtained by the other Party hereunder. 2.18.3 Contractor shall provide to Owner a reasonable opportunity to comment on any material documents or material written communication submitted by any Contractor Person to any Governmental Authority on behalf of the Project or with respect to any Permit, together with evidence of submission of the same to such Governmental Authority and the receipt thereof by the Governmental Authority, as well as the contact information of the contact person at the Governmental Authority. 2.18.4 Contractor shall provide copies of all Contractor Permits to Owner promptly following issuance of the same by a Governmental Authority. Contractor shall provide copies of any notices received by any Contractor Person with respect to the Project from any Governmental Authority. 2.19 Artifacts. If Contractor discovers any item believed by Contractor to be a historically significant artifact, then Contractor shall promptly report such discovery to Owner verbally and in writing and immediately cease performance of any Work in the area where such item is located and secure, protect and barricade such affected area. Following Contractor’s notification, Owner’s investigation and all reasonable consultation between the Parties, Owner shall promptly notify Contractor in writing whether it believes that such item is a historically significant artifact and Owner assumes all responsibility concerning the potential impact of proceeding with construction without seeking the review of the appropriate agency. If Owner notifies Contractor that such item is a historically significant artifact, then Contractor shall not resume performance of the Work in the affected area without the prior written permission of Owner and, subject to Contractor’s compliance with Article 10, Contractor shall be entitled to a Change Order to extend the Guaranteed Dates by the number of days reasonably delayed in addressing this issue. If Owner notifies Contractor that such item is not a historically significant artifact, then Contractor may resume performance of the Work in the affected area. Page 165 of 244 21 113638949.9 0075489-00004 2.20 Procurement of Materials, Equipment, Supplies and Labor. 2.20.1 Generally. Contractor shall procure and pay for (other than with respect to any Owner Supplied Equipment), receive, offload, crane, uncrate, inspect, and transport to any Work Area, as an independent contractor and not as agent for Owner: (a) all materials, equipment, supplies (including any Owner Supplied Equipment); and (b) all Contractor and Subcontractor labor and manufacturing and related services (whether on or off the Site) for construction of and incorporation into the Facility which are required for completion of the Work in accordance with this Contract, unless explicitly specified as being furnished by Owner pursuant to Article 3. 2.20.2 Submittals: Thirty (30) days prior to mobilization, Contractor shall provide Owner a complete submittal package that includes specification, cut sheets, installation manuals, warranty information for all switchboards, panel boards, pipe, wire, communication cables and fittings, electrical fittings, splices, terminations, sundries, and other balance of system components. Contractor’s engineer of record shall sign off on the submittal package prior to issuing it for Owner review. If Contractor modifies any submittal on-site Contractor shall provide documentation for Owner’s review. If submittal is not acceptable due to technical, code, or application purposes Contractor shall bear full cost and risk to remove and replace. 2.20.3 Documentation. Contractor shall document receipt of materials, via signed bill of lading (“BOL”) or otherwise, and provide an overages, shortages, or damages (“OS&D”) report to Owner. 2.20.4 Storage and Related Matters. Contractor shall maintain the new and clean condition of all materials associated with the Work. Contractor shall comply with all receipt, storage, waterproofing, security, laydown, and maintenance requirements recommended by the relevant manufacturer or, if there is no recommendation, as set forth in the Technical Specifications or, if there is no recommendation set forth in the Technical Specifications, consistent with Prudent Industry Practices. During the construction of the Facility, Contractor shall warehouse or otherwise provide appropriate storage, in accordance with manufacturers’ recommendations and in such a manner as to not degrade the operation or performance of the equipment or void warranties for the stored equipment, for all materials, supplies and equipment to be incorporated into the Facility and/or required for permanent and temporary construction. 2.20.5 Fit for Use. Contractor agrees that all materials, components and equipment to be supplied or used by Contractor or its Subcontractors in the performance of its obligations under this Contract shall be in new condition and fit for the use(s) for which they are employed by Contractor or its Subcontractors and capable of operating in accordance with all requirements of this Agreement. 2.21 Title Transfer and Risk of Loss. 2.21.1 From the Effective Date and until the Final Completion Date Contractor assumes risk of loss and full responsibility for the cost of replacing or repairing any damage to the Facility and all materials, equipment, supplies and maintenance that are received by Contractor for Page 166 of 244 22 113638949.9 0075489-00004 permanent installation in or that are for use during construction of the Facility regardless of the cause of damage. 2.21.2 Materials, Supplies, Equipment and Machinery. Title to all materials, supplies, equipment and machinery provided by Contractor to Owner as part of the Work shall vest in Owner upon the earliest of: (a) the date of payment therefor to Contractor by Owner (less any amounts withheld by Owner in accordance with this Contract); (b) upon incorporation into the Work (or in the case of document deliverables, upon submission to Owner); and (c) the date of the termination of this Contract. 2.21.3 Care, Custody and Control. Notwithstanding passage of title from Contractor to Owner, subject to the terms of this Contract, Contractor will retain care, custody and control of the Facility and all such materials, supplies, equipment and machinery related thereto (including, from and after delivery to the Site, Owner Supplied Equipment), and, subject to the availability of proceeds under the builder’s all-risk insurance policy obtained by Owner in accordance with Exhibit J, bear the risk of loss, destruction or damage (including deterioration in quality) thereof (including any deductibles and uninsured losses) until the earlier of the applicable Risk Transfer Date or a termination under this Contract. Notwithstanding the transfer of care, custody and control of the whole or any part of the Facility to Owner, Contractor shall remain responsible for any damage caused by Work performed in relation to the Punch List and Warranty obligations. Following the Risk Transfer Date with respect to the Project, Contractor shall have reasonable access to the Facility and any remaining Work Areas then controlled by Owner, and the reasonable cooperation of Owner in order complete any Punch List items; provided, that Contractor’s right of access after Substantial Completion shall (a) be in accordance with all of Owner’s safety rules, policies, plans and procedures and (b) not (i) interfere with the ongoing operation of the Facility or Owner’s obligations to third parties (including the Offtaker) or (ii) include the right to request a shutdown or reduction in Facility operations. Contractor shall schedule and coordinate with Owner any such Work to minimize any adverse impact on Owner’s ability to operate the Facility. Contractor shall be liable for, and shall bear the full cost of, any and all damage to the Facility that may arise due to Contractor’s acts or omissions after the applicable Substantial Completion Date. Is Contractor fails to rectify such damage within the reasonable period of time set forth in a Notice from Owner, Owner may cause the damage to be rectified by a third party at Contractor’s cost. 2.21.4 No Liens or Encumbrances. Contractor warrants and guarantees that, so long as Owner has made all payments then required to have been made pursuant to this Contract, title to all materials, supplies and equipment shall pass to Owner free and clear of all Liens, and that such items shall not be acquired by Contractor subject to any Lien retained by any Person. Contractor further warrants and guarantees that all services shall be provided to Owner free and clear of all Liens. 2.22 Subcontractors and Subcontracts. 2.22.1 Approval and Change of Subcontractors. Owner hereby approves the list of Major Subcontractors set forth on Exhibit H. Owner shall have the right to approve all additional Major Subcontractors, such approval not to be unreasonably withheld, conditioned, or delayed. Page 167 of 244 23 113638949.9 0075489-00004 2.22.2 Contractor Representations. Contractor hereby represents and warrants to Owner as follows: 2.22.2.1 Contractor has performed appropriate due diligence on each Major Subcontractor to ensure that such Major Subcontractor is capable of performing, and shall, perform its Subcontract in accordance with its terms and so as not to cause Contractor to be in breach of this Contract; and 2.22.2.2 Contractor has conducted sufficient compliance due diligence on each Major Subcontractor to ensure that such Major Subcontractor will perform in compliance with Section 18.14. 2.22.3 In the event Contractor decides to change any Major Subcontractor listed in Exhibit H, Contractor shall notify Owner in writing prior to such change. Provided that the new Major Subcontractor meets the requirements specified in this Section 2.22, then Owner shall not unreasonably withhold approval. If Contractor engages any additional Major Subcontractors pursuant to this Section 2.22, Contractor shall make in writing to Owner the representations and warranties provided in this Section 2.22 with respect to each additional Major Subcontract prior to engaging any additional Major Subcontractors. 2.22.4 No Privity with Owner. Owner will not be deemed by virtue of this Contract or otherwise to have any contractual obligation to or relationship with any Subcontractor. Contractor will include a clause to this effect in each Subcontract. No Subcontractor is intended to be or shall be deemed a third-party beneficiary of this Contract. Contractor shall be solely responsible for paying each Subcontractor for services, equipment, material or supplies in connection with the Work and the Facility. Contractor shall be fully responsible for the Work performed in whole or in part by any of its Subcontractors and nothing herein shall relieve Contractor of any and all obligations hereunder, whether or not Contractor has delegated such obligations to a Subcontractor. Notwithstanding the foregoing, Owner shall have the right to pay any Subcontractor directly if Contractor fails to do so in breach of the applicable Subcontract, but such payment shall be deducted from amounts owing, or to be owed, to Contractor, and no such payment shall give rise to any duty or obligation by Owner with respect to such Subcontractor. 2.22.5 Subcontractor Warranties and Guarantees. Contractor shall, upon request, procure from all Major Subcontractors warranties and guarantees with respect to any materials, equipment or services provided by such Subcontractors consistent with the warranties and guarantees provided by Contractor under this Contract. To the extent commercially available, such warranties and guarantees shall cover a period of not less than the Warranty Period. Neither Contractor nor any Contractor Person shall take any action which could amend, modify, release, void, impair, discharge or waive any existing Subcontractor warranties and guarantees without the consent of Owner. Upon the Substantial Completion Date, all remaining warranties (including with respect to all Major Equipment), if any, under each Major Subcontract shall be assigned to Owner. 2.22.6 Joint Checks; Direct Payment. Owner may, in its sole discretion, issue joint checks payable to Contractor and Subcontractors, or directly pay Subcontractors who are owed payment in respect of the Work. Contractor agrees that any such payment by joint check shall be Page 168 of 244 24 113638949.9 0075489-00004 deducted from any payments due Contractor. Contractor expressly grants Owner a limited power of attorney to endorse any joint check on its behalf. 2.23 Labor and Personnel. 2.23.1 Generally. Contractor will provide and be solely responsible for all labor and personnel required in connection with the Work, including professional engineers properly licensed to perform engineering services at the Site and qualified to perform the type of engineering services required by Contractor hereunder or by any Subcontractor. Contractor agrees to use, and agrees that it shall require each of its Subcontractors to use, only personnel who are qualified and properly trained and who possess every license, permit, registration, certificate or other approval required by Applicable Law or any Government Authority to enable such Persons to perform their Work involving any part of Contractor’s obligations under this Contract. All equipment operators will maintain proper licensing and no individual may operate a piece of equipment on which they have not had appropriate training. 2.23.2 Contractor shall provide (a) a project manager who shall have the experience to manage the overall Project and authority to administer this Contract on behalf of Contractor (“Contractor’s Authorized Representative”), to furnish information as requested by Owner and to agree upon procedures for coordinating Contractor’s efforts with those of Owner, and (b) one or more Site construction managers, who shall conduct and manage the Work at the Site at all times, who shall be experienced in procurement and construction of photovoltaic solar energy projects similar to the Work and whose duties shall include, among other things, coordination of Work between all entities performing Work on the Site on behalf of Contractor, including Contractor’s Subcontractors. 2.23.3 Appointment and Notification. Contractor shall appoint Contractor’s Authorized Representative and notify Owner in writing of Contractor’s Authorized Representative’s name, mailing address, email address, facsimile and telephone number within five (5) days after the Effective Date. Contractor may, at any time and subject to Section 2.23.4, change the designation of Contractor’s Authorized Representative; provided, that Contractor shall promptly notify Owner in writing of such change. Contractor’s Authorized Representative shall be authorized to (a) agree to Change Orders; (b) agree upon procedures; and (c) provide such information as requested by Owner, and as is necessary for coordinating the efforts of the Parties. For the avoidance of doubt, Contractor’s Authorized Representative shall have no authority to amend this Contract. 2.23.4 Key Personnel. 2.23.4.1 Contractor’s staff shall include the Contractor Persons holding the positions set forth in Exhibit N, who shall be dedicated to the Project and shall be reasonably acceptable to Owner (the “Key Personnel”). Contractor shall provide Owner with the names and résumés of each of the Key Personnel. Page 169 of 244 25 113638949.9 0075489-00004 2.23.4.2 Contractor will not remove, reassign (full or part time), or replace any of the Key Personnel without providing for an appropriate transfer of responsibilities to another qualified person approved by Owner. 2.23.4.3 If at any time during the performance of the Work any individual Contractor Person becomes, in Owner’s reasonable discretion, a detriment to the Project, then, upon Notice from Owner, Contractor will meet with Owner to determine Owner’s issues with such Contractor Person. If Contractor does not adequately address Owner’s issues, then upon Notice from Owner, Contractor will promptly remove such individual, and replace such individual with an individual reasonably acceptable to Owner. 2.23.5 No Cost or Schedule Relief. Contractor shall not be entitled to any cost or schedule relief (including compensation, damages or other remuneration) for (a) delay or extensions of time given for the addition, replacement or renewal of any Key Personnel or (b) any labor shortage of any kind. 2.24 Taxes. 2.24.1 Contractor’s Taxes. Contractor will (a) administer and pay for, and (b) furnish the appropriate taxing authorities all information and reports required in connection with all Taxes that are not specifically listed as Owner’s responsibility under Section 3.3 (collectively, “Contractor’s Taxes”), including all Taxes (a) upon or in relation to the importation of any component or portion of the Work, drawings or designs into the United States or transfer or sale of same to Owner; (b) of any nature whatsoever including all United States federal, state, regional, and local taxes, national and foreign taxes, goods and services taxes and occupational, excise, unemployment, ownership, value added, gross receipts, and income taxes, and any and all other Taxes effective as of the Effective Date, each as imposed on any Contractor Person or the Work; and (c) all state retail sales and use taxes imposed under Applicable Laws of the State where the Facility is located. All Contractor’s Taxes are included in the Contract Price. 2.24.2 Cooperation, Owner’s Right to Withhold. Contractor shall, to the extent reasonably possible, provide Owner with such assistance as Owner reasonably requests in order to enable Owner to obtain or take advantage of tax exemptions, rebates and credits available with respect to the Project for the benefit of Owner. To the extent that any withholding or deduction from any amount payable by Owner to Contractor is required under Applicable Laws to be made by Owner in respect of any Contractor’s Taxes, Owner may make such withholding or deduction from such payment and pay such amount over to the appropriate taxing authority and Contractor shall have no recourse against Owner in respect of such withholding or deduction. 2.24.3 Reimbursement. If Contractor fails to pay any Contractor’s Taxes that Contractor is legally obligated to pay and such failure continues for thirty (30) days after receipt by Contractor of written Notice of such failure from Owner, then Owner shall have the right, but not the obligation, to pay such taxes. To the extent Owner pays any of Contractor’s Taxes pursuant to the previous sentence, Contractor will reimburse Owner for the full amount paid by Owner (increased for any tax cost incurred by Owner in connection with such reimbursement) within thirty (30) days after Contractor’s receipt of written evidence of such payment. Contractor will Page 170 of 244 26 113638949.9 0075489-00004 cooperate with Owner in its application for refunds of any Taxes improperly paid by Owner and will pass such refunds on to Owner to the extent Owner has not withheld funds from any payments to Contractor pursuant to Section 5.3. Contractor will maintain copies of all tax exemption certificates in its records. 2.25 Contractor’s Insurance. Within fourteen (14) days of the Effective Date, Contractor shall, at its sole cost and expense, obtain, maintain and keep in full force and effect during the term of this Contract (or for such longer term as may be required by Exhibit J) insurance in accordance with, and meeting the requirements set forth on Exhibit J and shall list Owner as additional insured. 2.26 Construction Utilities. Through Final Completion Date, Contractor shall supply and pay for all utilities used to perform the Work, including electricity (subject to Owner’s Consent to Energize with respect to backfeed power), water, telephone, data and internet, sanitary facilities, and temporary lighting. Lighting must be sufficient to permit the Work to be carried out efficiently, satisfactorily, and safely, and to permit thorough inspection. During such time periods, the access to the place of work must be clearly illuminated. 2.27 Start-Up and Operation. Subject to Owner’s Consent to Energize, Contractor shall commission, start-up and test the Facility and its systems and components, calibrate all controls and equipment, and operate the Facility until with the completion of the Commissioning Procedures and Acceptance Tests. Contractor shall comply with all of Owner’s requirements set forth in the Project Documents to facilitate interconnection between the Facility and the applicable Utility. Contractor shall provide and be responsible for all labor and personnel for any repairs, adjustments or other non-operational Work required in connection with such start-up and initial operation. 2.28 Clean-Up and Waste Disposal. 2.28.1 During Performance of the Work. During the daily performance of the Work, Contractor shall maintain safe and clean Site at Contractor’s expense in accordance with this Contract and Applicable Laws. Contractor shall dispose of all waste associated with Owner Supplied Equipment, including disposal of all packaging materials. 2.28.2 Prior to Final Completion. As a condition to Final Completion, Contractor will, at Contractor’s cost and expense: (a) clean the Facility and the Site to Owner’s reasonable satisfaction; and (b) remove and properly dispose of all waste materials, rubbish, sanitary facilities, temporary erosion controls, Contractor’s tools, construction equipment, surplus materials and other debris from the Facility and the Site. If Contractor has failed to fulfill its obligations under this Section 2.28.2, then Owner, after having given prior Notice to Contractor, may itself or through others perform such obligations. All costs and expenses related to such actions of Owner will be for the account of Contractor. The taking of such actions by Owner will not relieve Contractor of its obligations under this Contract or any Applicable Law. 2.29 Tariff Treatment and Incentives. With respect to the Work, Contractor shall cooperate with and provide reasonable assistance to Owner in connection with Owner’s preparation and submittal of all documents necessary to participate in and qualify for any local, Page 171 of 244 27 113638949.9 0075489-00004 state or federal incentives and programs including community solar programs (where applicable), renewable energy credits, net metering credits, tax credits and any other environmental credits or incentives. 2.30 Commissioning Report and Test Procedures. Contractor shall deliver to Owner a draft form of commissioning report required by Exhibit F (the “Commissioning Report”) and draft Commissioning Procedures within thirty (30) days after Contractor’s mobilization date. The draft form of Commissioning Report and draft Commissioning Procedures shall be subject to Owner’s approval. Within fifteen (15) Business Days after receipt by Owner of any draft form of Commissioning Report and draft Commissioning Procedures, Owner shall either approve such draft form of Commissioning Report and draft Commissioning Procedures or provide comments thereon. Within ten (10) Business Days following receipt of Owner’s comments, Contractor shall review Owner’s comments and either address, in writing, such comments to Owner’s satisfaction or incorporate such comments into such form of Commissioning Report and Commissioning Procedures and reissue such form of Commissioning Report and Commissioning Procedures to Owner. 2.31 Owner’s Instructions. Contractor shall comply with and strictly adhere to all of Owner’s instructions and directions given by Owner’s Authorized Representative (whether or not Contractor disputes or questions such instructions or directions), except to the extent (a) prevented by any Applicable Law or (b) Contractor reasonably believes that compliance with such instructions or directions would cause safety hazards to any Person or the environment. If Contractor believes that any Owner instruction entitles Contractor to a Change Order, Contractor shall comply with Article 10. If Contractor disputes any instruction or direction of Owner, such dispute shall be resolved in accordance with Article 17; provided, that Contractor shall comply with all instructions and directions received from Owner and shall continue to perform the Work pending resolution of the Dispute. Contractor shall take instructions and directions only from Owner in writing as to the performance of the Work. 2.32 No Liability or Responsibility of Owner. 2.32.1 Regarding the Nature of the Work. Except as explicitly set forth in this Contract, failure by Contractor to fully inform itself of the conditions which may affect the Work prior to or after execution of this Contract shall be Contractor’s risk and shall neither (a) provide any cost or schedule relief for Contractor or entitle Contractor to a Change Order under Article 10 nor (b) relieve Contractor of its obligations under this Contract. 2.32.2 Owner-Provided Information. Except for the Owner-Provided Information that is designated as being Owner’s responsibility pursuant to Exhibit A, upon which Contractor may rely for accuracy and completeness, Owner-Provided Information has been provided (or made available) for reference only. Owner shall not be liable to Contractor for and makes no representation or warranty as to the accuracy, completeness, sufficiency, suitability or reliability of any information, data, statements, opinions or conclusions in any Owner-Provided Information. Contractor shall not be entitled to request any Change Order related to the accuracy, completeness, sufficiency or suitability of any information, data or statements contained in any Owner-Provided Information. Page 172 of 244 28 113638949.9 0075489-00004 3. OWNER OBLIGATIONS 3.1 Payment. Owner shall pay the Contract Price and all other sums, if any, required to be paid by it to Contractor in each case pursuant to the terms and conditions of Article 5. 3.2 Authorized Representative. Owner shall appoint a representative (the “Owner’s Authorized Representative”) and notify Contractor in writing of Owner’s Authorized Representative’s name, mailing address, email address, facsimile and telephone number within five (5) days after the Effective Date. Owner may, at any time, change the designation of Owner’s Authorized Representative; provided that Owner shall promptly notify Contractor in writing of such change. Owner’s Authorized Representative shall be authorized (a) to administer, modify or amend this Contract on behalf of Owner, (b) to agree upon procedures and (c) to provide such information as is necessary for coordinating the efforts of the Parties. 3.3 Taxes. Owner shall be responsible for the administration and payment of: (a) any property taxes or payments in lieu of taxes in connection with materials and equipment to be incorporated into, installed in, or affixed or attached the Facility after title has passed to Owner; and (b) any additional Taxes which Owner is legally obligated to pay, including any Taxes with respect to Owner Supplied Equipment. 3.4 Owner’s Insurance. Owner shall at its sole cost and expense obtain, maintain and keep in full force and effect during the term of this Contract (or such other terms as may be required under Exhibit L) insurance in accordance with, and meeting the requirements set forth in Exhibit L and naming Contractor as additional insured in such instances where this is indicated to be the case as set forth in Exhibit L. Owner shall furnish Contractor with evidence of the insurance required hereunder and in Exhibit L in the form of insurance certificates reasonably satisfactory to Contractor on or before Contractor’s mobilization date. 3.5 Owner Supplied Equipment. Owner shall be responsible for making payments to the third parties for the purchase and transportation to the Site of Owner Supplied Equipment that is capable of satisfaction of the Contract Nameplate DC Rating and the delivery of the Owner Supplied Equipment to the Site on the dates set forth in Exhibit E; provided, that Contractor shall be responsible for acceptance, inventorying, storing, testing, inspecting and installing any Owner Supplied Equipment. 3.6 Delivery and Unloading of Owner Supplied Equipment. 3.6.1 Owner shall give to Contractor reasonable Notice of anticipated delivery dates of Owner Supplied Equipment and shall coordinate with Contractor when delivery will be made for the purpose of minimizing impact on Contractor’s performance of the Work and limiting the need for storage of Owner Supplied Equipment by Contractor to that necessary for the efficient performance of the Work. Such dates shall have a grace period of three (3) Business Days before and after the anticipated date of delivery to accommodate delivery uncertainty. Contractor is responsible for accepting delivery of the Owner Supplied Equipment at the Site and unloading, inspecting, documenting, inventorying and safely and securely storing the Owner Supplied Equipment in accordance with Prudent Industry Practices. Contractor shall not leave any Owner Page 173 of 244 29 113638949.9 0075489-00004 Supplied Equipment exposed, unsecured, or unguarded without the written consent of Owner or Owner Representative. 3.6.2 Contractor shall notify Owner and Owner’s Authorized Representative of the receipt of each Owner Supplied Equipment, via daily reports, within four (4) Business Days after such receipt at the Site (“Delivery Notice”), stating whether or not such delivered Owner Supplied Equipment detailed by each daily report was received by Contractor: (a) in a good and new condition, without visible defects or damage including the packaging; provided that if any packaging appears damaged the contents will be immediately examined for damage and reported, and (b) matching the specifications for such Owner-Provided Information previously provided to Contractor. All shortages or damages must be documented by photographs and delivery driver signature. Contractor shall execute a delivery checklist in a form reasonably provided by Owner. 3.6.3 If Contractor fails to timely provide a Delivery Notice of damage or failure to match provided specifications, Contractor shall bear all responsibility for all costs and delays associated with such Owner Supplied Equipment and Owner shall have the right to either, at its sole discretion and election, (a) invoice Contractor for any such costs, payable by Contractor within thirty (30) days of Contractor’s receipt of such invoice, or (b) offset any such costs against payment of the Contract Price. 3.6.4 If a Delivery Notice indicates that Owner Supplied Equipment have been received by Contractor without visible damage and that matches the provided specifications but at any time thereafter until Mechanical Completion are not in Working Condition, Contractor shall manage the RMA/Warranty process and Contractor shall have the right to a Change Order per Article 10. For clarity, Contractor shall not be responsible for any costs associated with Owner Supplied Equipment that are not in Working Condition after receipt of them without visible damage and matching the provided specification. 3.6.5 If Contractor notifies Owner and Owner’s Authorized Representative within such five (5) day period that an Owner Supplied Equipment was received by Contractor visibly damaged or not matching provided specification and Owner certifies the same by countersignature of such notice, (i) Contractor shall comply with Owner’s instructions regarding repackaging and return of any applicable Owner Supplied Equipment; and (ii) Owner shall redeliver such Owner Supplied Equipment in Working Condition. 4. OWNER’S RIGHTS 4.1 Right to Attend Contractor Testing and Inspections. Owner will have the right to be present at all inspections and testing, provided that Owner complies with Contractor’s reasonable safety and security protocols. Except as set forth in Article 7, Contractor shall notify Owner of any significant testing or significant inspections of the Work or any portion thereof no less than five (5) Business Days in advance of such testing or inspection. In the event that such inspections and testing reveal that the quality of the Work is not in accordance with this Contract, Contractor shall promptly correct such faults and retest to prove successful remediation. Owner or Page 174 of 244 30 113638949.9 0075489-00004 Owner’s Authorized Representative will be entitled to remedy such deficiencies or take actions as set forth in Section 4.2. 4.2 Inspection and Correction of Work. At any stage of completion and wherever located, Owner or its representatives will have the reasonable right to have access to and to inspect the Work, on reasonable Notice to Contractor, on a Site and off a Site. If Owner’s inspection reveals any non-compliance with this Contract or any other defects in any portion of the Work, then upon written Notice from Owner, Contractor will promptly stop such defective Work and correct all such defective or non-compliant Work. If Contractor fails to initiate correction of the defective or non-compliant Work within five (5) days of Owner’s notification thereof or thereafter fails to diligently pursue correction of the defective or non-compliant Work, then Owner may, without prejudice to any other remedy Owner may have, correct such defective Work. Owner’s exercise of its rights under this Section 4.2 is without prejudice to any other right or remedy Owner may have, and Owner’s correction of such defective or non-compliant Work will not relieve Contractor of its obligations under this Contract. All costs and expenses related to the corrective actions taken by Owner will be for the account of Contractor, and Contractor will promptly reimburse such amounts to Owner. 4.3 Right to Audit Contractor Records. Without limiting the provisions of Section 18.3, Owner shall have the right but not the obligation to inspect, during normal business hours, all records of Contractor or any of Contractor’s Affiliates that are not subject to attorney-client privilege in connection with the Work for the following: (a) non-payment claims pursuant to Article 10 and Article 13, (b) Contract compliance pursuant to Section 18.14, and (c) compliance with the EHSS Plan pursuant to Section 2.9. Reviews and/or audits may be performed by Owner, Owner’s Authorized Representatives and/or Financing Parties, in each case upon reasonable Notice to Contractor. 4.4 Right to Stop Work for Cause. 4.4.1 Owner or its representatives may order Contractor to immediately stop performance of specific portions of the Work if the activities of Contractor or any Subcontractor are, in the opinion of Owner or its representatives, causing or threatening to (a) cause imminent danger to life or damage to property, (b) violate Owner’s obligations under the Project Documents, (c) not be in compliance with the Standards of Performance or (d) violate any Applicable Laws, in which case Contractor shall immediately stop such activities until Owner agrees upon corrective actions and a restart date. In the event of such a stop order subject to Contractor’s right to dispute the basis for such order, Contractor will not be entitled to a Change Order adjusting the Work schedule or adjusting the Contract Price and the cost of any delays experienced by Contractor as a result of such order will be borne by Contractor. Owner’s right to stop work under this Section 4.4 is without prejudice to any other right or remedy Owner may have under this Contract. If any stop order is determined to have been without proper basis it shall be deemed a suspension by Owner pursuant to Section 4.5. 4.4.2 If Contractor fails to promptly initiate correction of any event listed in Section 4.4.1, then Owner may order Contractor to suspend in part or in whole the performance of the Work until the cause of such failure has been eliminated; provided that such right of Owner to Page 175 of 244 31 113638949.9 0075489-00004 suspend Contractor’s performance of the Work (in part or in whole) shall not give rise to any duty on the part of Owner to exercise such right for the benefit of Contractor or any other Person. 4.5 Right to Suspend Work for Convenience. Owner may for any reason, and at any time by a written order, suspend (and later reinstate) the Work, or any portion thereof, without terminating this Contract. Upon receipt of such order, Contractor will promptly suspend (or reinstate as soon as reasonably practicable, as applicable) its performance of such Work, or the portion of such Work, for such time or times and in such manner as Owner may require and shall during any such period properly protect, make safe and secure the Work, or the portion of the Work, which was suspended by Owner, in such manner as Owner shall request. Unless otherwise instructed by Owner, Contractor shall, during any suspension, maintain to the extent practicable its staff and labor on or near the Site and/or necessary easements ready to proceed with the Work as soon as practicable upon receipt of Owner’s further written instructions. If, after the issuance of a LNTP or Notice to Proceed, Owner suspends the Work pursuant to this Section 4.5 then Contractor will be entitled to a Change Order as provided in and subject to Article 10. 4.6 Right of Self-Help. Except as set forth in Section 9.2, if Contractor fails to perform any obligation within the time frame set forth in this Contract for Contractor to perform the same, then, unless this Contract states specifically otherwise, Owner, after ten (10) Business Days’ prior written Notice to Contractor, may elect to perform such obligation and may deduct from payments due or to become due to Contractor amounts paid or incurred by Owner in connection with such undertaking; provided, that Owner may not exercise such right if, within ten (10) Business Days after receipt of Notice from Owner, Contractor either commences to perform such obligation or otherwise provides a remediation plan to Owner (reasonably acceptable to Owner) for such failure. In the event Owner performs any such obligation under this Section 4.6, Owner shall act in accordance with Prudent Industry Practices at all times. Any notice to be provided under this Section shall be subject to the requirements set forth in Section 18.8. 5. PRICE AND PAYMENT 5.1 Contract Price. As full compensation and consideration for the full and complete performance of all of the Work and all costs (including Contractor’s Taxes) in connection therewith Owner shall pay to Contractor, and Contractor shall accept the Contract Price, subject to the provisions of this Contract, including Section 5.2. 5.2 Payments for Work. 5.2.1 Contract Price. Contractor agrees to perform the Work (including any Work performed under a Limited Notice to Proceed) for the Project for the Contract Price, as such Contract Price may be modified from time to time solely in accordance with Article 10. 5.2.2 Milestone Payments. 5.2.2.1 Payments to Contractor will be based upon completion of the Milestones (each such payment, a “Milestone Payment”). After the achievement of one or more Milestones, Contractor shall submit an application for payment in the form attached as Exhibit M, for payment of the Milestones achieved, including an invoice, the Page 176 of 244 32 113638949.9 0075489-00004 information required under Section 5.2.2.3 and all submittals, reports and Lien waivers required pursuant to Sections 5.3.1 through 5.3.4 (collectively, the “Application For Payment”) to Owner; provided that, not more than one Application For Payment may be submitted in a given calendar month. 5.2.2.2 For all Milestone Payments, Owner will notify Contractor within ten (10) Business Days after receipt of a proper and complete Application For Payment, whether such Application For Payment is accepted or rejected (in whole or in part), and if accepted, the amount of such requested Milestone Payment(s) that is accepted. If Owner rejects any Application For Payment, it shall promptly notify Contractor of the reason for such rejection. In accordance with the Payment Terms, starting after the day on which Owner originally received a properly supported Application For Payment, Owner shall pay to Contractor the applicable Milestone Payment(s) less any amounts retained, withheld or set-off in accordance with this Contract. From time to time, upon request from Owner, Contractor shall issue to Owner a receipt for such payment in such form as Owner may require. 5.2.2.3 As part of each Application For Payment, Contractor shall include reasonable evidence that all Work comprising the Milestone(s) for which the Milestone Payment is being requested has been completed in accordance with the terms of this Contract. Owner, the Financing Parties and their respective agents and representatives shall have the right, within the time periods set forth below, to inspect the Work to verify Contractor’s completion of Work for which payment is being requested. 5.3 Conditions of Payments. 5.3.1 Required Submittals. Owner will not be required to make a Milestone Payment to Contractor unless the Performance Security is in full force and effect in accordance with Section 14.1 and the submittals described in this Section 5.3.1 applicable to such Milestone Payment have been provided. 5.3.2 Progress Reports and Schedules. Contractor must have provided Owner with all Progress Reports and Work schedule updates required to have been provided as of the date of such Application For Payment. 5.3.3 Lien Waivers and Releases. In order to be valid, each Application For Payment submitted by Contractor must be accompanied by: (a) a conditional progress Lien release in the form of Exhibit D-2 for the amount being requested in the applicable Application For Payment, , executed by Contractor and each Major Subcontractor; and (b) any other information, documentation or certification that Owner reasonably requests in connection with any Liens or such waivers and releases. 5.3.4 Full Lien Waivers and Releases for Final Completion. In order to be valid, an Application For Payment for the Final Completion payments from Owner must be accompanied by: (a) a conditional final Lien release in the form of Exhibit D-1 executed by Contractor and each Major Subcontractor with respect to the Project; and (b) any other information, documentation or Page 177 of 244 33 113638949.9 0075489-00004 certification that Owner reasonably requests in connection with any Liens or such waivers and releases. Within ten (10) days of payment of the final Application For Payment, Contractor shall deliver final unconditional Lien releases in the form of Exhibit D-3 executed by Contractor and each Major Subcontractor. 5.3.5 [Reserved]. 5.3.6 Lien Bonds. Owner shall release any payments withheld due to any Lien filed by a Subcontractor, if Contractor obtains, at its sole expense, a letter of credit, lien bond or other security, which is in form and substance satisfactory to Owner, and in an amount required by Applicable Law to release the Lien. 5.3.7 Payment after Removal of Cause. When Contractor has remedied the cause for withholding any payment and has furnished evidence of such remedy that is reasonably satisfactory to Owner, Contractor may include in the next Application For Payment to be submitted a request for payment of the amounts withheld by Owner, and Owner shall pay such amounts. 5.3.8 [Reserved]. 5.4 Payment or Use Not Acceptance. No Milestone Payment or other payment to Contractor or any use of the Facility by Owner or any other Person will constitute an acceptance of any of the Work furnished by Contractor or shall relieve Contractor of any of its obligations or liabilities under this Contract. 6. COMPLETION AND ACCEPTANCE OF THE WORK 6.1 Mechanical Completion. 6.1.1 Guaranteed Mechanical Completion. Contractor shall use best efforts to ensure that Mechanical Completion with respect to the Project will occur no later than the Guaranteed Mechanical Completion Date subject to extensions expressly set forth in this Agreement. 6.1.2 Criteria. “Mechanical Completion” will be achieved with respect to the Project when each of the following conditions have been met with respect to the Project: 6.1.2.1 Contractor has completed the design, engineering, procurement and construction necessary for the full and safe start-up and commissioning of the Facility in accordance with the Standards of Performance and the Facility is capable of being operated to the extent permissible prior to interconnection; 6.1.2.2 Contractor has completed and properly installed all equipment including; inverters and ancillary equipment, racking components, panels (including wiring and grounding), BESS (if any), AC and DC wiring, controls, DAS, safety system, instruments, and relays, including any Owner Supplied Equipment in accordance with the Scope of Work and this Contract; Page 178 of 244 34 113638949.9 0075489-00004 6.1.2.3 Instruments and relays have been calibrated in accordance with manufacturers’ standards and guidelines and are functional as to the extent permissible prior to interconnection; 6.1.2.4 If any changes have been made to the Design Engineering and Construction Documents, redlines of Design Engineering and Construction Documents have been delivered to, and are satisfactory to, Owner; 6.1.2.5 The Facility is ready for operation in accordance with the Utility Interconnection Requirements to the extent permissible prior to interconnection; provided, that (a) Contractor has not requested a permission to operate letter or any other letter that may be construed to permit the Facility to be “placed in service” for purposes of Section 48 of the Internal Revenue Code or otherwise requested permission to energize the Facility without Consent to PTO from Owner and (b) under no circumstances shall Contractor take any of the actions described in clauses (a)-(f) of Section 6.1.6 without Consent to Energize from the Owner; 6.1.2.6 no Contractor Event of Default has occurred and is continuing; and 6.1.2.7 Owner has delivered to Contractor a written certification stating that it has achieved the criteria to achieve Mechanical Completion. 6.1.3 Mechanical Completion Certificate. When Contractor believes that it has achieved the requirements of Mechanical Completion, Contractor will execute and deliver a certificate in the form set forth as Exhibit O-1 stating that the requirements for Mechanical Completion have been met (a “Mechanical Completion Certificate”). Concurrently with the delivery of the Mechanical Completion Certificate, Contractor shall deliver a report to Owner with sufficient detail to enable Owner to determine whether Contractor has achieved such requirements and addressing such other matters as Owner may reasonably request. 6.1.4 Achievement of Mechanical Completion. Within ten (10) Business Days of receipt of a Mechanical Completion Certificate, Owner will, at its sole discretion, inspect the Facility and either (a) deliver to Contractor a countersigned copy of the Mechanical Completion Certificate, or (b) notify Contractor in writing that such criteria have not been achieved, stating the reasons therefor. If Owner certifies that such requirements have been met, the date of Owner’s receipt of the Mechanical Completion Certificate shall be deemed the date Mechanical Completion has been achieved (the “Mechanical Completion Date”). If Owner notifies Contractor that such requirements have not been met, Contractor will promptly undertake such action or work as necessary to achieve such requirements and shall then issue another Mechanical Completion Certificate to Owner stating that Contractor believes that such requirements have been achieved. Such procedure shall be repeated with the exception that Owner shall have five (5) Business Days to respond to any subsequent Mechanical Completion Certificate, until Mechanical Completion is achieved. 6.1.5 Consent to PTO. Owner may issue the Consent to PTO at its discretion. A decision by Owner not to issue the Consent to PTO shall not constitute an Owner default Page 179 of 244 35 113638949.9 0075489-00004 hereunder. If Owner, in its discretion, does not issue Consent to PTO within ten (10) days after the Mechanical Completion Date for any reason not caused by Contractor or a Subcontractor, such delay thereafter shall constitute an Owner Caused Delay. 6.1.6 Consent to Energize. Owner may issue the Consent to Energize at its discretion. A decision by Owner not to issue the Consent to Energize shall not constitute an Owner default hereunder. If Owner, in its discretion, does not issue Consent to Energize by the later of (i) within ten (10) days after the Mechanical Completion Date and (ii) within ten (10) days after the date Owner receives permission to operate from the Utility to synchronize the Project for any reason not caused by Contractor or a Subcontractor, such delay thereafter shall constitute an Owner Caused Delay. Until the date Owner delivers written Consent to Energize to Contractor, Contractor shall not (a) synchronize into a power grid for generating electricity to produce income; (b) commence daily or regular operations of the Facility, such as providing uninterrupted energy output to the grid; (c) energize any inverters; (d) cause to have or seek to have any Utility issue a permission to operate letter or its equivalent for the Facility; (e) allow back feed power past medium voltage switchgear breaker; or (f) achieve “placed in service” status with respect to the Facility. 6.2 Substantial Completion. 6.2.1 Guaranteed Substantial Completion. Contractor shall use best efforts to ensure that Substantial Completion with respect to the Project will occur no later than the Guaranteed Substantial Completion Date subject to extensions expressly set forth in this Agreement. 6.2.2 Criteria. “Substantial Completion” shall be achieved with respect to the Project when each of the following conditions have been met: 6.2.2.1 Mechanical Completion has been achieved and Owner has issued the Consent to Energize; 6.2.2.2 Contractor has concluded the applicable Acceptance Tests in accordance with Exhibit F, in which Owner has accepted each Acceptance Test in accordance with Section 7.1.5 and Contractor has demonstrated the Facility’s ability to meet the Nameplate Rating Guarantee; 6.2.2.3 the System has been interconnected and synchronized in accordance with the Interconnection Agreement, and the System has received Permission to Operate from the Utility; 6.2.2.4 Contractor and Owner have agreed to the Punch List as described in Section 6.3.2; 6.2.2.5 With the exception of the remaining items set forth in the approved Punch List, all portions of the Facility have been completed, are being operated and maintained as contemplated by this Contract, and have been legally, safely and reliably placed in full commercial operations as set forth in this Contract and in accordance with Page 180 of 244 36 113638949.9 0075489-00004 the Standards of Performance, all Applicable Laws and to allow Owner or its Affiliate to be in compliance with the Project Documents; 6.2.2.6 Contractor has provided to Owner a copy of the Manufacturers’ Warranties with respect to the Project, and any required assignments of warranty or similar rights required hereunder; 6.2.2.7 Contractor has delivered to Owner copies (or originals if required by Owner to comply with Applicable Laws) of all Contractor Permits pursuant to Section 2.18 to the extent requested by Owner; 6.2.2.8 Contractor has delivered to Owner all Lien releases and waivers as are required under Section 5.3.3; 6.2.2.9 Contractor has supplied the O&M Manual pursuant to Section 2.14 and has coordinated the form and substance of such O&M Manual with Owner, Owner’s Authorized Representative and any operation and maintenance service provider of the Facility; 6.2.2.10 Contractor has turned over all keys, magnetic keys cards, and other site access controls. Owner specified locks are in place; 6.2.2.11 Contractor has completed and delivered to Owner all the documentation (including any and all Punch Lists, drawings, start-up procedures, log sheets, settings, test results, quality assurance documentation, calibration sheets and other items satisfying the requirements set forth this Agreement and all Exhibits hereto); 6.2.2.12 All Substantial Completion requirements outlined in this Agreement and all Exhibits hereto have been delivered by Contractor to Owner or waived by Owner; 6.2.2.13 No Contractor Events of Default have occurred and are continuing; and 6.2.2.14 Owner has delivered to Contractor a written certification stating that it has achieved the criteria to achieve Substantial Completion. 6.2.3 Substantial Completion Certificate. At such time as Contractor believes that it has achieved the requirements for Substantial Completion with respect to the Project, Contractor shall execute and deliver a certificate in the form set forth as Exhibit O-2 stating that the requirements for Substantial Completion have been met (a “Substantial Completion Certificate”) to Owner. Concurrently with the delivery of each Substantial Completion Certificate, Contractor shall deliver a report (which shall include the relevant Acceptance Test Completion Notices), with sufficient detail to enable Owner to determine whether Contractor has achieved the requirements of Substantial Completion and addressing such matters as Owner may reasonably request. Page 181 of 244 37 113638949.9 0075489-00004 6.2.4 Operation. During the time between delivery of the Substantial Completion Certificate and achievement of Substantial Completion, Contractor shall operate the Facility as per Owner’s instructions and in accordance with Article 2; provided that, other than in the event of Contractor’s negligence, fraud or willful misconduct, Contractor shall have no liability arising out of such operation, including any liability to Owner for any loss of Project revenue during such time period, so long as Contractor is operating the Project in accordance with and in compliance with this Contract, the Project Documents, all Applicable Laws, and Prudent Industry Practices or Owner’s instructions; provided, further, that if any additional Work is required to achieve Substantial Completion, Contractor shall not be required to keep the Facility in operation to the extent such operation would interfere with, or delay Contractor in, achieving Substantial Completion. 6.2.5 Achievement of Substantial Completion. No later than ten (10) days after Owner has received a Substantial Completion Certificate in accordance with Section 6.2.3, Owner will either (a) deliver to Contractor a countersigned copy of the Substantial Completion Certificate, or (b) notify Contractor in writing that such requirements have not been met, stating the reasons therefor. If Owner certifies that such requirements have been met, the date of Owner’s receipt of the applicable Substantial Completion Certificate from Contractor as was accepted by Owner shall be deemed the date Substantial Completion has been achieved (the “Substantial Completion Date”). If Owner notifies Contractor that such requirements have not been met, Contractor will promptly take such actions as necessary to achieve such requirements, and shall then issue to Owner another Substantial Completion Certificate (and, if the reason for such failure is the failure to achieve the requirements set forth in Section 6.2.2.1, another Acceptance Test Completion Notice). Such procedure shall be repeated as necessary, with the exception that Owner shall have five (5) Business Days to respond to any subsequent Substantial Completion Certificate, until Substantial Completion is achieved. 6.3 Punch List. 6.3.1 Punch List Items. The punch list (the “Punch List”) shall include all items of Work that (a) shall not interrupt, disrupt or interfere with the safe and reliable use, ownership or operation of any part of the Facilities, (b) which do not exceed 5% of the Contract Price in the aggregate and (c) remain to be performed or corrected in respect of the Facility after Substantial Completion has been achieved and the projected cost of completing each item listed. 6.3.2 Punch List. No later than fifteen (15) Business Days prior to the then- scheduled date of Substantial Completion for the Project, Contractor shall prepare and deliver to Owner a Punch List. Owner shall review such list and provide a list of any items not listed therein. In the event Contractor disputes any of the items included in the Punch List at such date, Contractor must proceed with the performance of any Work associated with the disputed Punch List items. Owner may add or remove Punch List items until the date of issuance of the applicable Substantial Completion Certificate. 6.3.3 Completion of Punch List Items. Owner will maintain and update the Punch List after the Risk Transfer Date. Once the Punch List is agreed upon by the Parties, Contractor shall coordinate with Owner to begin work to complete the items thereon. If any item is omitted Page 182 of 244 38 113638949.9 0075489-00004 from the Punch List for any reason (including inadvertence, failure to discover, oversight or latent conditions), agreement as to the Punch List by the Parties shall not preclude items from subsequently being added thereto. Contractor shall complete all of the items listed in the Punch List within 100 days from Substantial Completion (subject to extension in the event of any Owner Caused Delay or Force Majeure condition) otherwise Owner may withhold one hundred and fifty percent (150%) of the projected cost until Contractor has completed such item. 6.4 Final Completion. 6.4.1 Criteria. “Final Completion” shall be achieved with respect to the Project when each of the following conditions have been met: 6.4.1.1 Substantial Completion has been achieved; 6.4.1.2 Contractor has completed all Punch List items (except for such items that Owner has undertaken in accordance with Section 6.3.3) or the Parties have entered into a written agreement resolving any outstanding Punch List items and any compensation thereunder has been paid by Contractor in accordance with this Contract; 6.4.1.3 Contractor has delivered to the Owner stamped final as-built civil and electrical (AC and DC) drawings of the Facility, which shall include Owner’s receipt of copies of all signed approvals needed from any Government Authority with respect to the completion of construction of the Facility in accordance with the Permits; 6.4.1.4 Contractor has paid for or returned to Owner at the applicable Site all spare parts that Contractor may have used as set forth in Section 2.14; 6.4.1.5 Contractor has cleaned the Facility and the Site to Owner’s satisfaction, including removal of dirt and grime, and performed all other obligations pursuant to Section 2.28; 6.4.1.6 all Contractor equipment and all of Contractor’s construction materials, supplies, personnel, debris, rubbish, and foreign material have been removed from the Site and other areas disturbed by the Work; 6.4.1.7 Contractor has delivered to Owner copies (or originals if required by Owner to comply with Applicable Law) of all additional Contractor Permits that have been obtained since the applicable Substantial Completion Date, if any; 6.4.1.8 Contractor has delivered to Owner all Lien releases and waivers as are required under Section 5.3.3; 6.4.1.9 Contractor has paid Owner or Owner has set-off or deducted any other amounts required to be paid by Contractor; 6.4.1.10 no Contractor Event of Default has occurred and is continuing; and Page 183 of 244 39 113638949.9 0075489-00004 6.4.1.11 all Final Completion requirements outlined in Exhibit B have been delivered by Contractor to Owner or waived by Owner. 6.4.2 Final Completion Certificate. At such time as Contractor believes that it has achieved the requirements for Final Completion with respect to the Project, Contractor shall execute and deliver a certificate in the form set forth as Exhibit O-3 stating that the requirements for Final Completion have been met (a “Final Completion Certificate”) to Owner. Concurrently with the delivery of the Final Completion Certificate, Contractor shall provide a report with sufficient detail to enable Owner to determine whether Contractor has achieved such requirements and addressing any other matters that Owner may reasonably request. 6.4.3 Achievement of Final Completion. Within ten (10) days following Owner’s receipt of a Final Completion Certificate, Owner may inspect the Facility and either (a) deliver to Contractor a countersigned copy of the Final Completion Certificate or (b) notify Contractor in writing that such requirements have not been achieved, stating the reasons therefor. In the event Owner certifies that such requirements have been met, the date of Owner’s receipt of such Final Completion Certificate from Contractor will be deemed the date Final Completion has been achieved (the “Final Completion Date”). In the event Owner notifies Contractor that such requirements have not been met, Contractor will promptly take such actions as necessary to achieve such requirements and shall then issue to Owner another Final Completion Certificate. Such procedure shall be repeated as necessary until it is agreed that Final Completion is achieved. Owner shall respond promptly to any Final Completion Certificate or revised Final Completion Certificate. 7. ACCEPTANCE TESTING 7.1 Generally. 7.1.1 All Acceptance Tests shall be conducted in accordance with the requirements of Exhibit F and in compliance with all Applicable Laws. 7.1.2 Observation. Owner and Owner’s Authorized Representatives, Financing Parties, Offtaker and Utility shall be permitted to observe and verify all Acceptance Tests including preparations for and adjustments following any Acceptance Test, provided such persons comply with Contractor’s reasonable safety and security protocols. 7.1.3 Notice to Owner. Contractor shall give Owner at least ten (10) Business Days written Notice in advance of the date on which Contractor intends to commence the initial performance of each Acceptance Test. Thereafter, Contractor shall give Owner at least five (5) Business Days’ Notice of the commencement of all subsequent performances of the Acceptance Tests. Owner or its representative may be present during such tests. 7.1.4 Completed Acceptance Test. After Contractor believes that it has successfully performed each Acceptance Test, Contractor shall notify Owner in writing (such notice, an “Acceptance Test Completion Notice”) accompanied with applicable test reports and results in accordance with Exhibit F. As soon as practicable after Owner’s receipt of such notice (but in any event within fifteen (15) Business Days with regards to the Acceptance Tests), Owner will give Page 184 of 244 40 113638949.9 0075489-00004 written Notice to Contractor either accepting or rejecting such Acceptance Test. If Owner accepts such Acceptance Test, then the date of Owner’s receipt of the Acceptance Test Completion Notice from Contractor shall be considered the date on which Owner has accepted such Acceptance Test. Such procedure (including notifications set forth in Section 7.1.3) shall be repeated until Owner accepts each Acceptance Test. 7.1.5 Adjustments and Modifications. After start-up, commissioning and the Acceptance Tests, Contractor shall make no material adjustment or modification to any equipment or system without Owner’s prior written consent. 7.2 Delayed Acceptance Tests. For the avoidance of doubt, if Contractor is unable to complete an Acceptance Test due to (a) Force Majeure, or (b) an Owner Caused Delay, so long as Contractor has complied with the requirements set forth in Article 10 and/or Article 11, as applicable, then and shall be entitled to seek a Change Order for schedule relief pursuant to Article 10 to the extent of any delay reasonably arising therefrom. Contractor shall re-perform the Acceptance Tests promptly upon the cessation of the Force Majeure event or Owner Caused Delay. 8. PERFORMANCE GUARANTEES 8.1 Performance Guarantees. Contractor guarantees that the Facility shall achieve the Nameplate Rating Guarantee, the AC Capacity Guarantee and any other performance guarantees identified in Exhibit F during a completed Acceptance Test in accordance with all of the requirements of the Commissioning Procedures or Test Procedures, as applicable (collectively, the “Performance Guarantees”). Contractor shall do all things necessary or appropriate to achieve the Performance Guarantees including exercising each and every repair or replacement alternative, and retesting. Contractor shall not be entitled to payment of the Substantial Completion Milestone until Contractor has achieved the Performance Guarantees for the Facility. 9. CONTRACTOR WARRANTIES 9.1 Warranty. Contractor warrants, with respect to the Facility, that, (a) at the time of installation at the Facility, all Work shall be new and unused and, (b) for the duration of the Warranty Period, (i) all Work performed shall be in accordance with the Standards of Performance; and (ii) other than with respect to the Major Equipment (which is separately addressed in Section 9.3 and warranted solely by the manufacturer thereof), such Work will be of good quality and free from defects, in design, workmanship and materials (the foregoing warranties constituting the “Warranty”) for a period of one (1) year from the Substantial Completion Date. The expense of troubleshooting (excluding by any personnel dispatched by a manufacturer of any Major Equipment), refinishing, removal or replacement in connection with Contractor’s Warranty obligations under this Article 9 shall be borne by Contractor and no adjustment of the Work schedule or increase in Contract Price shall be granted to Contractor with respect thereto. 9.2 Remedy for Breach of Warranty. 9.2.1 Generally. If, during the Warranty Period, Owner notifies Contractor that the Work or any part thereof fails to meet the Warranty or if Contractor otherwise becomes aware of any such failure, then, as Owner’s sole and exclusive remedy therefor, Contractor will repair or Page 185 of 244 41 113638949.9 0075489-00004 replace such Work that does not comply with the Warranty and in accordance this Contract, Prudent Industry Practices and Applicable Laws. Contractor shall cooperate and coordinate with Owner and Owner’s Authorized Representative with respect to any troubleshooting, repair or replacement caused by the failure to meet the Warranty. Upon completion of any repair or replacement Work, Contractor will, at its own expense, perform such tests, if any, as are reasonably necessary to demonstrate the cure of the specific item of Work that failed to meet the Warranty. 9.2.2 Failure to Perform Warranty Work. Unless otherwise agreed in writing by the Parties, if Contractor fails, within a reasonable period of time, to repair or replace, or to complete any other necessary remedial action in respect of any Work that does not comply with the Warranty pursuant to Section 9.2, then Owner may, after giving ten (10) Business Day’s prior written Notice to Contractor, take appropriate action to cause such repair or replacement to be effected at Contractor’s expense. Owner’s exercise of its remedies under this Section 9.2.2 shall not invalidate the Warranty, and Contractor shall pay all such reasonable repair or replacement expenses within thirty (30) days after Owner’s delivery of an invoice for the same. 9.3 Manufacturer Warranties. Contractor warrants that Contractor and all Subcontractors shall perform its responsibilities (including the Work) so that manufacturer’s warranties for all Major Equipment procured as part of the Work remain in full force and effect and are enforceable by Contractor, and after assignment by Contractor to Owner upon Substantial Completion, Owner, in accordance with its terms. The warranties with respect to all Major Equipment are set forth in the table in Exhibit Q (the “Manufacturers’ Warranties”) to be filled out as part of the O&M Manual. The Facility will be designed for a minimum operational life of 25 years for any permanent structures (specifically, concrete pads and foundations/screws), subject to normal wear and tear and Owner’s proper maintenance of the Facility; provided that the operational life is not intended to, and does not, extend or otherwise modify any Warranty given by Contractor pursuant to the terms of the Agreement or the duration thereof. The minimum Manufacturer Warranties are set forth below: (a)Module Warranty – minimum twelve (12) year Limited Product Warranty covering materials and workmanship on their panels, as well as a Limited Power Warranty (b)Inverter Warranty – minimum five (5) year warranty covering defects caused by material or manufacturing faults. (c)Racking Hardware warranty – minimum ten (10) year materials limited product warranty covering defects in manufacturing and workmanship. 9.3.1 Contractor Cooperation. After assignment of Manufacturers’ Warranties by Contractor to Owner upon Substantial Completion, Contractor shall cooperate with Owner and Owner’s Authorized Representative with respect to, but shall not be responsible for, any troubleshooting, refinishing, repair or replacement of any Major Equipment, including coordinating (whether directly or through Owner, Owner’s Authorized Representative or Owner’s operation and maintenance service provider for the relevant Facility) any access of a Site by personnel, contractors or other agents of any Major Equipment manufacturer. Page 186 of 244 42 113638949.9 0075489-00004 9.4 Subcontractor Warranties and Guarantees. The Parties acknowledge that the Warranty is given by Contractor to Owner in addition to any Subcontractor warranties and guarantees that Contractor assigns to Owner pursuant to Section 2.22.5, and that the expiration of the Warranty Period is only applicable to the Warranty and will have no effect on any assigned Subcontractor warranties and guarantees that may be of longer duration. Contractor’s Warranty obligations under this Article 9 shall not be adversely affected by any actual or possible Subcontractor warranties and guarantees. 9.5 Warranty Period Extension. 9.5.1 Extension for Corrected Work. Any Work re-performed and any part of the Facility that is reworked, repaired or replaced in satisfaction of Contractor’s obligations in connection with the Warranty shall automatically be re-warranted by Contractor for a period equal to the later of (i) 12 months from the date such re-performance, rework, repair or replacement is completed; or (ii) the remainder of the Warranty Period. 9.5.2 Maximum Warranty Period. Notwithstanding anything in Section 9.5 to the contrary but subject to Section 9.5.3, in no event shall the Warranty Period extend past 12 months after the expiration of the Warranty Period (the “Warranty End Date”); provided, that, to the extent a Warranty claim is made prior to the Warranty End Date, Contractor shall be obligated to meet its repair obligations under Section 9.5 in respect of any such claim. 9.5.3 End of Warranty Inspection. Within five (5) Business Days following Owner’s written request delivered to Contractor at least thirty (30) Business Days prior to the expiration of the Warranty Period with respect to the Project, Owner and Contractor shall jointly inspect the Facility to identify any uncured breaches of the Warranty. If during such inspection the Parties observe or discover any potential breach of Warranty, but the Parties are unable to determine the root cause of the potential breach, then prior to the expiration of the Warranty Period Owner may deliver to Contractor a Notice of such potential breach of Warranty. Following receipt of such notice and continuing until the Warranty End Date, Contractor shall continue to endeavor to determine the root cause of the potential breach of Warranty. If during such period, the root cause analysis demonstrates that an actual breach of the Warranty occurred, then Contractor shall remedy such breach of the Warranty in accordance with Contractor’s obligations under Section 9.2. Owner shall provide Contractor with access to effect such remedy as provided in Section 2.21.3. If during such period, the root cause analysis fails to demonstrate that an actual breach of the Warranty occurred, then Contractor shall have no obligation to remedy such potential breach of the Warranty. 9.6 Conditions of Warranties. The Warranty and Contractor’s obligations under this Article 9 do not cover, and Contractor shall have no obligation to effect, repairs and/or replacement to the extent required due to ordinary wear and tear, or due to damage (by casualty or otherwise) not caused by an act or omission of Contractor or any of its Subcontractors, or due to a failure to operate and maintain the Facility in accordance in all material respects with the O&M Manual and Page 187 of 244 43 113638949.9 0075489-00004 Prudent Industry Practice (except for repairs performed by Owner in accordance with Section 9.2.2 or Section 4.6). 9.7 NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT, CONTRACTOR MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES REGARDING THE WORK, AND ANY REPAIR OR REPLACEMENT THEREOF, AND THE PARTIES HEREBY DISCLAIM ANY IMPLIED WARRANTIES OR WARRANTIES REGARDING THE WORK, AND ANY REPAIR OR REPLACEMENT THEREOF, IMPOSED BY LAW, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH SHALL HAVE NO EFFECT UNDER THIS CONTRACT. 9.8 Survival of Warranties. The provisions of this Article 9 shall survive the termination of this Contract; provided, that (a) Contractor shall not be liable or responsible for any work performed after termination by a Subcontractor under Owner’s supervision, (b) if this Contract was terminated for a Contractor Event of Default, Contractor shall remain responsible for any work performed by any Subcontractor prior to such termination and (c) Contractor will be under no obligation or liability referred to in this Article 9 for any period longer than would have been applicable to Contractor under this Article 9 if this Contract had not been terminated. 10. CHANGES 10.1 Changes. 10.1.1 Owner may request by Change Order any change in the Work within the general scope of and consistent with this Agreement, whether such changes are modifications, alterations, accelerations, additions, or deletions. All such changes shall be made in accordance with this Article 10, in the form attached as Exhibit K, and shall be considered, for all purposes of this Agreement, as part of the Work. If Owner provides Notice to Contractor that Owner is requesting a change in the Work, then Contractor shall, as soon as practicable but in no event later than ten (10) days after receipt of Owner’s request, prepare a draft change order, which shall include a detailed proposal for such change in the Work, together with an explanation for the basis thereof. 10.1.2 If Contractor and Owner reach agreement on all matters that constitute a Change Order, then the Parties shall execute a Change Order, and Contractor shall perform all changes to the Work included in such Change Order. 10.1.3 If the Parties do not agree on the effects of an Owner-requested Change Order on the Contract Price, the Guaranteed Dates, or on any other provision hereof, then Contractor shall, if directed by Owner pursuant to a written instruction, nevertheless proceed to perform such Change Order work for the compensation described in Section 10.4. For the avoidance of doubt, and provided Owner has directed Contractor to perform the Work as contemplated under this Section 10.1.3, the Parties’ disagreement on the terms of a Change Order shall not entitle Contractor to suspend its performance of the Work. 10.2 Contractor Proposed Change Orders. The intent of this Agreement is to provide a fixed-price, date certain, turnkey agreement. Consequently, subject to the restrictions set forth Page 188 of 244 44 113638949.9 0075489-00004 below in this Article 10, Contractor shall be entitled to request a Change Order adjusting the Guaranteed Dates and/or the Contract Price under the following circumstances: (i) following occurrence of an Owner Caused Delay or delay attributable to parties other than Contractor or its subcontractors; (ii) following occurrence of an Owner Event of Default; (iii) following occurrence of a Change in Law or change in prevailing wage rates; (iv) Contractor timely requests a Change Order for a Force Majeure event that justifies a Change Order pursuant to the requirements of Section 11.3; or (v) any other event or circumstance for which Contractor is expressly entitled to a Change Order pursuant to terms of this Agreement. Change Order requests made under this Section 10.2 must describe with particularity the event or circumstances entitling Contractor to relief under this Section 10.2 and the impact of such event or circumstance on Contractor’s time and/or cost to perform the Work and must be accompanied by documentation to support the claim. 10.3 Exceptions to Contractor Entitled Change Orders. Contractor is not entitled to a Change Order under Section 10.2: 10.3.1 if Contractor fails to deliver a Change Order request to Owner in writing pursuant to Section 10.2 within fifteen (15) Business Days after the date Contractor became aware, or should have become aware, of the act, event or condition giving rise to the delay in or increase in cost of performance (except in the case of a Force Majeure event, which is governed by the requirements of Section 11.3); or 10.3.2 to the extent that the event in question is attributable to Contractor’s or its Subcontractor’s omissions or defaults (including, without limitation, to the extent arising out of a suspension of this Agreement by Owner during the continuance of a Contractor Event of Default), or such event is not otherwise allowed to result in a Change Order because of an express restriction in this Agreement. 10.4 Compensation for Change Orders. In the event that (i) any Change Order directed by Owner affects the Work, or (ii) Contractor is entitled to an equitable adjustment to the Contract Price for a Change Order pursuant to Section 10.2, there shall be an equitable adjustment of the payments and time of performance under this Agreement as agreed by the Parties, and such Change Order shall be Contractor’s sole remedy in respect of the event or circumstance that triggered relief under this Article 10. If the Parties are unable to agree on the adjustment to the Contract Price to be made for a Change Order under this Section 10.4, Owner shall have the right to direct Contractor to perform the Work in such Change Order on a time and materials basis under the direction and supervision of Owner’s Authorized Representative and Owner shall pay Contractor an amount equal to the Direct Costs incurred, less Direct Costs avoided, plus 15% of such resulting amount, as the case may be, by Contractor to make such changes to the Work as full and complete compensation for the Change Order. Contractor shall provide Owner time cards, time sheets, invoices for materials purchases and other supporting information and documentation reasonably requested by Owner to support all such Direct Costs. Any disputes regarding Change Orders shall be subject to the dispute resolution provisions of Article 17. Page 189 of 244 45 113638949.9 0075489-00004 11. FORCE MAJEURE 11.1 Force Majeure. 11.1.1 Definition. “Force Majeure” means any event that occurs after the Effective Date that is beyond the reasonable control, directly or indirectly, of the affected Party but only to the extent that: (a) such event, despite the exercise of diligence, cannot be reasonably prevented, avoided or overcome by the affected Party; (b) such event demonstrably prevents the actual performance by the affected Party of its obligations under or pursuant to this Contract; (c) the affected Party has taken all reasonable precautions, due care and measures to prevent, avoid or overcome the effect of such event on its ability to perform its obligations under this Contract; (d) such event is not the result of a breach or failure by the affected Party to perform any of its obligations under this Contract or any other Project Document; and (e) the affected Party has given the other Party Notice thereof in accordance with Section 11.3.1. 11.1.2 Force Majeure Events. The following events shall constitute Force Majeure; provided that they satisfy the requirements of Section 11.1.1: (a) acts of God (including earthquakes, or other natural catastrophes), (b) wars, riots, civil commotion, sabotage of a political nature or other civil action that blocks access to a Government Authority, (c) strikes, walkouts or other labor disturbances not primarily directed at Contractor or its Subcontractors, (d) the inability, despite the use of reasonable efforts, to obtain, in a timely manner, any Permit (including interconnection approval) necessary to enable the claiming Party to fulfill its obligations in accordance with this Agreement; provided that the delay or non-obtaining of such Permit is not attributable to the claiming Party and that the claiming Party has exercised its reasonable efforts to obtain such Permit; (e) Abnormally Severe Weather Conditions, (f) epidemics, pandemics, or quarantines, (g) late delivery of equipment or materials (unless caused by an act or omission of Contractor or any Subcontractor), (h) utility delay, or (i) price fluctuations of a material, unforeseen magnitude (provided Contractor makes reasonably diligent efforts to mitigate the impact of the same); provided, that the Parties acknowledge the existence of COVID-19 as of the Effective Date and that any COVID-19 related quarantine or stay-at-home order in place as of the Effective Date shall not constitute a Force Majeure; provided further, that, following Effective Date, any Government Authority mandated stay-at-home order or additional COVID-19 guidelines issued for the State in which the Project is located that causes Contractor to suffer a delay in the critical path progress of the Work shall constitute a Force Majeure. Contractor shall, and shall require its Subcontractors to, comply with all applicable federal, state and local issued COVID-19 guidelines while performing at the Site. 11.1.3 Events Not Force Majeure. Notwithstanding Sections 11.1.1 and 11.1.2, the following shall not constitute Force Majeure: (a) shortages or price fluctuations with respect to materials, supplies or components of equipment or other Work unless caused by an event of Force Majeure or unless of a material, unforeseen magnitude (provided Contractor makes reasonably diligent efforts to mitigate the impact of the same), (b) unavailability at the Site of necessary water and other utilities unless caused by an event of Force Majeure, (c) weather-related events other than Abnormally Severe Weather Conditions, (d) failure to make a payment of money in accordance with the affected Party’s obligations under this Contract, and (e) late delivery of Page 190 of 244 46 113638949.9 0075489-00004 equipment or materials caused by the acts or omissions on the part of Contractor or any Subcontractor. 11.2 Burden of Proof. The burden of proof as to whether a Force Majeure event has occurred shall be upon the Party claiming that such Force Majeure event has occurred. 11.3 Excused Performance. If either Party is rendered wholly or partially unable to perform its obligations under this Contract because of a Force Majeure event, such Party will be excused from any delay or failure in performing its obligations under this Contract to the extent affected by Force Majeure; provided, that: 11.3.1 the affected Party shall, as soon as reasonably practicable, but in no event later than five (5) Business Days following later of (i) the occurrence of such alleged Force Majeure event and (ii) the affected Party’s learning that such event would impact the affected Party, give the other Party written Notice describing the event that it alleges constitutes Force Majeure and an estimate of its likely duration; 11.3.2 thereafter regularly provide updates as to the Force Majeure matters set out above; 11.3.3 the suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the impact of the Force Majeure event on the affected obligations under this Contract; 11.3.4 neither Party shall be excused from performing any of its obligations that are not affected by the Force Majeure event causing the suspension of performance; 11.3.5as soon as reasonably possible, and in accordance with Prudent Industry Practices, the affected Party shall ensure the resumption of normal performance of this Contract after the cessation of such Force Majeure event or its effects; and 11.3.6 Failure to provide the Notice required by, and in strict compliance with, Section 11.3.1 shall constitute a waiver of all claims as a result of the event of Force Majeure to which the failure relates. 12. INDEMNIFICATION 12.1 Contractor’s Indemnity. To the fullest extent permitted by Applicable Law, Contractor hereby assumes liability for and will indemnify, defend and hold harmless Owner, Owner’s engineer and the Financing Parties, and (as applicable) each of their respective directors, officers, shareholders, limited liability company members, constituent partners, Affiliates, employees, subsidiaries, representatives and agents (collectively, the “Owner Indemnified Parties”) from and against all liability (including strict liability), claims, suits, actions, costs (including attorneys’ fees), expenses, losses, fines, penalties, assessments, or judgments (collectively, “Losses”) that may be imposed on, incurred by or asserted against any Owner Indemnified Party in connection with, relating to or arising out of: (a) any breach or violation of or default under this Contract or any Applicable Laws by, or (b) the fraud, willful misconduct, or Page 191 of 244 47 113638949.9 0075489-00004 negligent acts or omissions of, in each case of (a) and (b), to the extent of the fault, act or omission of Contractor or any other Contractor Person; provided, however, that in no event shall Contractor be obligated under this Section 12.1 to the extent such Losses arises due to the negligence, fraud or willful misconduct of an Owner Indemnified Party. 12.2 Intellectual Property Indemnity. 12.2.1 No Infringement. Contractor represents and warrants to Owner that any equipment provided by Contractor hereunder and all specifications prepared or to be prepared by or on behalf of Contractor in connection with the Facility will not infringe any Intellectual Property (hereinafter referred to separately and collectively as “Proprietary Interest”) and no infringement of any Proprietary Interest has been asserted by any third party with respect to any equipment provided by Contractor hereunder or any specifications prepared or to be prepared by or on behalf of Contractor in connection with the Facility. 12.2.2 Indemnification by Contractor. Contractor agrees to indemnify, defend, and hold harmless the Owner Indemnified Parties from and against any and all Losses arising out of or relating to any infringement or the improper use of any Proprietary Interest which may occur in connection with Contractor’s or any Subcontractor’s or vendor’s performance of the Work pursuant to this Contract. 12.2.3 Removal of Injunctions. If Owner is enjoined from completion of the Facility or any part thereof, or from the use, operation or enjoyment of the Facility or any part thereof as a result of any claim, legal action or litigation of the type described in Section 12.2.2, Contractor shall promptly arrange, in each case at no cost to Owner, to have such injunction removed, or to substitute non-infringing equipment or processes, or to modify such infringing equipment or processes or the Facility so they become non-infringing. 12.3 Owner’s Indemnity. To the fullest extent permitted by Applicable Law, Owner hereby assumes liability for and will indemnify, defend and hold harmless Contractor, Subcontractors and (as applicable) each of their respective directors, officers, shareholders, limited liability company members, constituent partners, Affiliates, employees, subsidiaries, representatives and agents (collectively, the “Contractor Indemnified Parties”) from and against all Losses that may be imposed on, incurred by or asserted against any Contractor Indemnified Party in connection with, relating to or arising out of: (a) any breach or violation of or default under this Contract or any Applicable Laws by, or (b) the fraud, willful misconduct, or negligent acts or omissions of, in each case of (a) and (b), to the extent of the fault, act or omission of the Owner; provided, however, that in no event shall Owner be obligated under this Section 12.3 to the extent such Losses arises due to the negligence, fraud or willful misconduct of a Contractor Indemnified Party. 12.4 Notice and Legal Defense. As soon as reasonably practicable after receipt by an Indemnitee of any claim or Notice of the commencement of any action, administrative or legal proceeding, or investigation in connection with an actual or potential claim as to which any indemnity provided for in Article 12 may apply, the Indemnitee will notify the indemnifying Party (the “Indemnitor”) in writing of such fact. The Indemnitor shall assume on behalf of the Page 192 of 244 48 113638949.9 0075489-00004 Indemnitee, and conduct with due diligence and in good faith, the defense thereof with counsel reasonably satisfactory to the Indemnitee; provided, that: (a) the Indemnitee shall have the right to be represented therein by advisory counsel of its own selection and at its own expense; and (b) if the defendants in any such action include both the Indemnitor and the Indemnitee, and if the Indemnitee shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to or inconsistent with those available to the Indemnitor, then the Indemnitee shall have the right to select separate counsel to participate in the defense of such action on its own behalf and at the Indemnitor’s reasonable expense. The Indemnitee shall at all times take all reasonable steps to minimize and mitigate the consequences of any claim to which any indemnity provided for in Article 12, as the case may be, may apply. Contractor shall not settle any claim to which any indemnity is provided for in Article 12 without the prior written consent of such Indemnitee. 12.5 Failure to Defend Action. If any claim arises as to which any indemnity provided for in Article 12 applies, and the Indemnitor fails to assume the defense of such claim upon receipt by the Indemnitor of notification thereof, then the Indemnitee against which the claim is instituted or commenced may, at the Indemnitor’s expense, contest, or settle, such claim. All reasonable costs and expenses incurred by the Indemnitee in connection with any such contest, settlement or payment may be deducted from any amounts due or paid to the Indemnitor under this Contract, with (in the case of deduction) all such costs in excess of the amount deducted to be reimbursed by the Indemnitor to the Indemnitee within thirty (30) days following the Indemnitee’s demand therefor. 12.6 No Limitation to Workers’ Benefits. In any and all claims against any Indemnitee or any of their agents or employees by any employee of the Indemnitor, the indemnification obligation under Article 12 above, as the case may be, shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Indemnitor under any insurance policy or workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. 12.7 Remedies Not Exclusive. The rights of indemnity shall not be exclusive with respect to any other right or remedy provided for in this Contract. 12.8 Survival of Indemnification. The indemnification provisions of this Article shall survive Final Completion Date and the termination of this Contract for a period of 3 years following such termination or conclusion of the Contract. 13. CONTRACTOR EVENT OF DEFAULT; TERMINATION AND SUSPENSION 13.1 Contractor Event of Default. A “Contractor Event of Default” will be deemed to have occurred if: 13.1.1 Contractor willfully ceases performance of all or substantially all of the Work or a significant element of the Work or willfully abandons any Site, for a period of five (5) consecutive days and does not resume performance of the Work within five (5) days after receiving a written Notice from Owner; Page 193 of 244 49 113638949.9 0075489-00004 13.1.2 Contractor assigns or attempts to assign its rights or transfers its obligations under this Contract or any part thereof to any third party (other than an Affiliate) without the prior written consent of Owner; 13.1.3 a proceeding is instituted against Contractor seeking to adjudicate it as bankrupt or insolvent, or to have a receiving or administration order made against it, and such proceeding is not dismissed within 60 days of filing, or Contractor goes into liquidation, or makes a general assignment for the benefit of its creditors, or a receiver, trustee or manager is appointed on account of the insolvency of Contractor, or Contractor files a petition seeking to take advantage of any other Applicable Laws relating to bankruptcy, insolvency, reorganization, winding up or composition or readjustment of debts or inability to pay debts that has a similar effect to any of these events or acts; 13.1.4 Contractor fails to comply with any Applicable Law or the EHSS Plan, where such failure has or will likely have an adverse impact on Owner or the Project, and (where such failure, refusal or breach is capable of cure within such period) Contractor fails to remedy such non-compliance within thirty (30) days of receipt of written Notice from Owner; 13.1.5 Contractor violates any provision of Section 18.14 and (where such failure, refusal or breach is capable of cure within such period) Contractor fails to remedy such non- compliance within thirty (30) days of receipt of written Notice from Owner; 13.1.6 Contractor fails to pay Owner or any Subcontractor any past due undisputed amount within thirty (30) days after receiving written Notice of such failure from Owner; 13.1.7 Contractor fails to achieve Mechanical Completion of the Project within thirty (30) days after the Guaranteed Mechanical Completion Date (subject to extension for Owner Caused Delay and Force Majeure conditions); 13.1.8 Contractor fails to achieve Substantial Completion of the Project by the Outside Date (subject to extension for Owner Caused Delay and Force Majeure conditions); 13.1.9 at any time prior to Final Completion, either (i) the issuer of the Performance Security no longer meets the requirements for the Performance Security and Contractor has not provided a replacement Performance Security acceptable to Owner within fifteen (15) Business Days after the earlier of (a) Contractor becoming aware that such issuer is no longer reasonably acceptable to Owner, or (b) receipt of demand for such replacement Performance Security from Owner, (ii) the Performance Security is amended or modified, in each case without the prior written consent of Owner unless as specifically permitted or required pursuant to this Contract, and Contractor has not provided a replacement Performance Security acceptable to Owner within fifteen (15) Business Days after receipt of demand for such replacement Performance Security from Owner, or (iii) any provision of the Performance Security ceases to be valid and binding on or enforceable against its issuer or such issuer breaches any of its obligations under the Performance Security and Contractor has not provided a replacement Performance Security acceptable to Owner within fifteen (15) Business Days after receipt of demand for such replacement Performance Security from Owner; Page 194 of 244 50 113638949.9 0075489-00004 13.1.10 Contractor fails to obtain or maintain any insurance in material accordance with Section 2.25 and Exhibit J; or 13.1.11 Contractor fails or refuses to perform any other material obligation under this Contract or Contractor is in breach of any of its representations or warranties under this Agreement and fails to cure such failure, refusal or breach within thirty (30) days after receiving written Notice of the same from Owner (where such failure, refusal or breach is capable of cure within such period). 13.2 Termination for Contractor Event of Default. If a Contractor Event of Default occurs and is continuing, then Owner may by written Notice to Contractor immediately terminate this Contract, without limiting any other rights under this Contract. Owner may finish the Work by whatever method may be reasonable for Owner to adopt in its reasonable discretion under the circumstances, including overcoming delays, and, to the extent the costs actually incurred by Owner of so completing the Work to the standards required by this Contract (including payments already made to Contractor hereunder) exceed the Contract Price that would have been payable to Contractor under this Contract to carry out and complete the Work if termination for Contractor Event of Default had not occurred, Contractor shall be liable for such amounts. All such amounts shall be paid by Contractor within thirty (30) days after receipt by Contractor of an invoice detailing such amounts. Upon a termination pursuant to this provision, Contractor shall be entitled to reasonable and demonstrable Direct Costs incurred by Contractor through the date of termination, less any amounts owed to Owner by reason of such Contractor Event of Default and any amounts owed pursuant to the immediately preceding sentence. 13.3 Termination for Other Reasons. 13.3.1 Owner may terminate this Contract or any part hereof at any time prior to Mechanical Completion for its sole convenience (including with respect to a concealed condition described in Section 2.11.1) by written Notice to Contractor. Such termination will be effective no later than five (5) Business Days after Owner delivers to Contractor written Notice thereof. 13.3.2 Contractor may, by written Notice, terminate this Contract: 13.3.2.1 if Owner fails to pay to Contractor any Milestone Payment or any undisputed amount that is past due, and Owner fails to cure such default within thirty (30) days after Owner’s receipt of a written Notice that Owner is in default due to such failure; 13.3.2.2 Owner assigns or attempts to assign its rights or transfers its obligations under this Contract or any part thereof to any third party except as permitted under this Contract; 13.3.2.3 a proceeding is instituted against Owner seeking to adjudicate it as bankrupt or insolvent, or to have a receiving or administration order made against it, and such proceeding is not dismissed within 60 days of filing, or Owner goes into liquidation, or makes a general assignment for the benefit of its creditors, or a receiver, trustee or manager is appointed on account of the insolvency of Owner, or Owner files a petition seeking to take advantage of any other Applicable Laws relating to bankruptcy, insolvency, Page 195 of 244 51 113638949.9 0075489-00004 reorganization, winding up or composition or readjustment of debts or inability to pay debts that has a similar effect to any of these events or acts; 13.3.2.4 Owner is in material breach of any of its representations or warranties and fails to cure such breach within ten (10) Business Days after receiving written Notice of the same from Contractor (where such breach is capable of cure within such period); provided that if such failure cannot be cured within ten (10) Business Days, Contractor may not terminate this Contract therefor if Owner commences to cure such breach within such ten (10) Business Day period after such written notice and thereafter diligently pursues such cure to completion; or 13.3.2.5 If Owner fails to perform any other material obligation (other than any obligation for the payment of any undisputed amount), Contractor shall not be entitled to terminate this Contract but shall be entitled to a Change Order under Article 10. 13.3.3 Upon a termination under Section 13.3 after NTP has been issued, subject to Contractor performing all of its obligations in Sections 13.4.1 through 13.4.8 if such termination is pursuant to Section 13.3.1, Owner will pay to Contractor (a) the unpaid Milestone Payments due to Contractor for which Owner has received and accepted an Application For Payment within thirty (30) days of such termination and pro-rated for portions of the Work then completed and not covered by a previous Application For Payment (including the reasonable and demonstrable Direct Costs incurred by Contractor through the date of termination) plus (b) the reasonable and demonstrable Direct Costs demonstrably incurred by Contractor in protecting and making the Work safe (and of any other action) required under Section 13.4 plus (c) Contractor’s reasonable and demonstrable Direct Costs of demobilization multiplied by one hundred and ten percent (110%). Notwithstanding the foregoing, if Owner terminates this Contract pursuant to Section 13.3.1 prior to the issuance of NTP with respect to the Project, Owner shall not be liable to Contractor for amounts in excess of any amount specified in any previously issued LNTP with respect to the Project. Payment required to be made pursuant to Section 13.3 shall be Contractor’s sole and exclusive remedy with respect to a termination pursuant to Section 13.3. Contractor shall provide all documentation reasonably requested by Owner to support the payments set forth herein. Contractor waives any claims for damages including, without limitation, loss of anticipated profits, on account of such termination and agrees that the sole remedy of Contractor is to receive payment described in this Section. 13.4 Consequences of Termination. Upon any termination by Owner following a Contractor Event of Default, Owner may employ, but shall not be obligated to employ, any other Person (“Replacement Contractor”) to finish the Work, and all Subcontracts shall be assigned to Owner or to such Replacement Contractor by whatever method Owner may reasonably request. In addition to any other legal or equitable rights or remedies that Owner may have, Contractor shall, with respect to the Project: 13.4.1 cease the Work, including not entering into any new Subcontracts nor be entitled to any Milestone Payment not previously accrued; Page 196 of 244 52 113638949.9 0075489-00004 13.4.2 take all actions reasonably necessary, or that Owner may reasonably direct in accordance with Prudent Industry Practice, for the Work to be made safe and the protection and preservation of all equipment, materials, parts, supplies on the Site or the Work Areas and the Facility (in whatever stage of completion); 13.4.3 execute and deliver (and cause its Major Subcontractors (excluding any such Subcontractors that have already provided the Lien release referred to in Section 5.3.3 or 5.3.4) to execute and deliver) to Owner Lien Waivers and releases, in the form attached hereto as Exhibit D, as applicable. 13.4.4 promptly turn over to Owner at the applicable Site a copy of all Design Engineering and Construction Documents in whatever degree of completion they exist on the date of termination (and title thereto shall pass to Owner to the extent it has not done so already); 13.4.5 deliver to Owner at the applicable Site any other information reasonably requested by Owner and in Contractor’s possession or control, including design documents, drawings and any other Work (including work-in-process); 13.4.6 transfer to Owner any Permits, application or software passwords required to complete the Work and performance and scheduling data; 13.4.7 assign any lease agreements to Owner to enable Owner to take temporary possession and control of temporary facilities; and 13.4.8 complete and deliver to the applicable Site any materials, spare parts, or equipment relating to the Work. 13.4.9 Contractor, if so requested by Owner, shall provide Owner, any Replacement Contractor or any Financing Party, at Contractor’s expense, and to the extent not otherwise having been granted and conveyed hereunder, with the right to continue to use any and all Intellectual Property and other patented and/or proprietary information that Contractor has rights to use, if any, which Owner deems necessary to complete the Project and operate and maintain the Facility. 14. CONTRACTOR PERFORMANCE SECURITY 14.1 Performance Security. As security for the performance of its obligations under this Agreement, Contractor shall, within fifteen (15) Days of the Effective Date, provide Owner with the Performance Security in form and substance, and from a suitably creditworthy issuer satisfactory to Owner. The Performance Security shall be issued in favor of Owner, its designated Financing Parties and/or to such other Affiliate of Owner as Owner may designate to Contractor. Unless otherwise specified in Annex I, the Performance Security shall be in an amount equal to one hundred percent (100%) of the Contract Price. Provided that the Performance Security meets all the requirements in this Article 14 and Annex I, Contractor may procure the Performance Security from a Major Subcontractor in lieu of Contractor providing the Performance Security directly. If a Change Order result in an increase in the Contract Price of five percent (5%) or more, Contractor shall, promptly upon Owner’s request, increase the value of the Performance Security to equal the revised Contract Price. The Performance Security shall remain in full force and effect Page 197 of 244 53 113638949.9 0075489-00004 until the later of (a) the end of the Warranty Period, and (b) resolution of all pending claims filed by Owner against Contractor under this Agreement prior to the end of the Warranty Period. 14.2 Assignment of Performance Security Document. Without Contractor’s consent, Owner may assign all of its rights, title and interest in, to and under the Performance Security to any Affiliate of Owner, transferee of all of Owner’s ownership interest in the Project or a Financing Party (or agent thereof) as collateral security. 15. REPRESENTATIONS AND WARRANTIES 15.1 Representations. Each Party hereby represents and warrants to the other Party as follows: 15.1.1 Due Organization. It is duly organized, validly existing and in good standing under the laws of its location of incorporation or formation, and has all requisite power and authority to own and operate its business and properties and to carry on its business as such business is now being conducted and is duly qualified to do business in any jurisdiction in which the transaction of its business makes such qualification necessary. 15.1.2 Due Authorization. It has full power and authority to execute and deliver this Contract and to perform its obligations hereunder. The execution, delivery and performance of this Contract have been duly authorized by all necessary action on the part of such Party. 15.1.3 Due Execution and Delivery; Enforceability. This Contract has been duly executed and delivered by such Party and is the legal, valid and binding obligation of that Party enforceable in accordance with its terms, except as such enforceability may be limited or denied by (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights and the enforcement of debtors’ obligations generally, and (b) general principles of equity, regardless of whether enforcement is pursuant to a proceeding in equity or at law. 15.1.4 Contractor Qualification. With respect to Contractor, Contractor has (either directly or through its Subcontractors) all the required licenses, authority, ability, skills, experience and capacity necessary to perform and shall diligently perform the Work in a timely and professional manner, utilizing sound engineering principles, project management procedures, construction procedures and supervisory procedures, all in accordance with Prudent Industry Practices. Contractor is a licensed contractor in the State listed on Exhibit A and such license is in full force and effect as of the date hereof and shall be in full force and effect for the duration of this Contract. 16. LIMITATIONS OF LIABILITY 16.1 [Reserved]. 16.2 Total Liability Limit. The liability of Contractor with respect to any and all claims, costs and damages arising out of or incurred by Contractor under any of the warranty provisions of this Contract, or arising out of the performance or non-performance of any other obligations of Contractor in connection with the Work, whether based in contract, warranty or tort (including Page 198 of 244 54 113638949.9 0075489-00004 negligence), shall not, in the aggregate, exceed the Total Liability Limit Percentage, as amended for any Change Orders; provided, that the preceding limitation of liability shall not apply to, and no credit shall be issued against such liability for: (a) Contractor’s indemnity obligations with respect to third parties set forth in Article 14; (b) claims by Owner which arise from the fraud, gross negligence, willful misconduct or strict liability of Contractor or its Subcontractors; (c) for material breach of any provision of Section 18.1 or Section 2.25; (d) Contractor’s obligations to achieve Mechanical Completion, Substantial Completion and Final Completion in accordance with this Contract, (e) in the event of termination of this Agreement for a Contractor Event of Default or (f) any loss or damage to the extent insurance proceeds are received from insurance required under this Contract, it being the Parties’ specific intent that the limitation of liability shall not relieve the insurers’ obligations for such insured risks. 16.3 Consequential Damages. In no event shall either Party be liable to the other Party by way of indemnity or by reason of any breach of this Contract or by reason of tort (including negligence or otherwise) for loss of profit, loss of use, loss of production, loss of opportunity, loss of contracts, data, interest payments, costs of replacement power, downtime, or claims from the Owner, Utility, the Financing Parties or their respective customers or for any consequential, incidental, indirect, special or punitive damages, in each case arising out of, in connection with or resulting from this Contract, whether any claim for such losses or damages is based on contract, warranty, tort (including negligence), strict liability or otherwise, and Owner hereby releases Contractor, and Contractor hereby releases Owner, therefrom; provided that the foregoing limitation shall not be applicable to and shall in no way limit the liability of Contractor or Owner: (a) with respect to its indemnification obligations to third parties arising under this Contract; (b) in cases of fraud, gross negligence or willful misconduct; or (c) for breach of any provision of Section 18.1. 17. DISPUTE RESOLUTION 17.1 Generally. If a dispute arises between the Parties regarding the application, interpretation, enforceability, validity, performance, or breach of this Contract or matters arising therefrom or relating thereto, whether based in contract, tort, law, equity or any other legal form (a “Dispute”), then the Parties shall first attempt in good faith to resolve any such Dispute by negotiation and consultation between themselves. In the event that such Dispute is not resolved on an informal basis within ten (10) Business Days after one Party provides Notice to the other Party of such Dispute, either Party may refer such Dispute to its senior management. If the Parties’ senior management cannot resolve such Dispute within ten (10) Business Days, then such dispute may be submitted to be resolved solely by final and binding arbitration administered by an arbitral tribunal to be selected by the Parties and governed by the arbitral tribunal’s rules of arbitration, then in effect. Either Party may submit a Dispute to final and binding arbitration by filing a notice of demand for arbitration by issuing a Notice to the other Party and the arbitral tribunal. 17.2 Arbitrators. The Dispute shall be heard by a panel of three neutral arbitrators, who shall be selected as follows: (a) the Party initiating the arbitration shall nominate an arbitrator in its demand for arbitration; (b) the responding Party shall nominate an arbitrator within fifteen (15) Business Days of its receipt of the demand; and (c) within fifteen (15) Business Days of the appointment of the two arbitrators, the third shall be appointed jointly by the first two arbitrators Page 199 of 244 55 113638949.9 0075489-00004 and this arbitrator shall serve as the chair of the arbitration. If the two Party-nominated arbitrators cannot agree on the appointment of the chair within the designated period, the arbitral tribunal shall appoint the chair in accordance with the rules then in effect. 17.3 Location of Arbitration; Language. The seat of the arbitration shall be located at the Seat of Arbitration and all proceedings before the arbitrators shall be held in the Seat of Arbitration, or such other place as the Parties agree in writing, and shall be conducted in the English language. 17.4 Arbitration Award. The arbitration award shall be decided by majority opinion and issued in writing in the English language and shall state the reasons upon which it is based. The award issued by the tribunal shall be final and binding on the Parties and not subject to any appeal or other challenge whatsoever, to the maximum extent permitted by law. The tribunal shall not be empowered to decide any dispute ex aequo et bono or amiable compositeur. Further, the tribunal shall not have the right to award lost profits, consequential, incidental, indirect, special, treble, multiple or punitive damages. The award shall be paid within thirty (30) days after the date it is issued and shall be paid in Dollars in immediately available funds, free and clear of any Liens, Taxes or other deductions. A judgment confirming or enforcing such award may be rendered by any court of competent jurisdiction. 17.5 Fees and Costs. Each Party shall bear its own fees and costs, including its attorney’s fees and costs and the costs associated with the arbitration. 17.6 Confidentiality. The arbitration shall be confidential; provided, that such matters may be disclosed without the prior consent of the other Party to lenders, Financing Parties, attorneys, experts, accountants, auditors, tax or other Government Authorities or as may be required by Applicable Law. 17.7 Obligations Continue. Notwithstanding the existence of any Dispute, the Parties shall continue to perform their respective obligations under this Contract unless the Parties otherwise mutually agree in writing. 17.8 Injunctive Relief. 17.8.1 Notwithstanding anything in this Contract to the contrary, nothing in this Contract is intended to, nor shall it, prevent the Parties from seeking injunctive relief at any time as may be available under law or in equity. 17.8.2 Except as expressly provided in Section 17.8.1, if either Party initiates or attempts to initiate judicial proceedings to resolve a Dispute that is within the scope of this Article 17 or to prevent or frustrate arbitration that has been or will be initiated pursuant to this Article 17, the other Party will be entitled to appropriate relief in court or from the arbitral tribunal to enjoin, stay, suspend, or otherwise prevent such judicial proceedings, whether or not arbitration has been or will be initiated in connection with the matter that is subject to arbitration pursuant to this Article 17. The Party seeking the injunction, stay, suspension, or similar relief will not be required to provide any undertaking or security in order to obtain such relief. Page 200 of 244 56 113638949.9 0075489-00004 17.8.3 Neither Party may initiate an action seeking to annul an arbitration award in a court that is not within the seat of the arbitration. If either Party initiates or attempts to initiate an action seeking to annual an arbitration award in a court that is not within the seat of the arbitration, the other Party shall be entitled to appropriate relief in that court, a court within the seat of the arbitration, and any other forum, to enjoin, stay, suspend, or otherwise prevent the annulment action that is prohibited by this Section 17.8.3. The Party seeking the injunction, stay, suspension, or similar relief will not be required to provide any undertaking or security in order to obtain such relief. 17.9 Arbitrability. The terms of this Contract requiring arbitration are self-executing, and it is unnecessary for either Party to petition a court to compel arbitration in order to initiate arbitration. The Parties agree that any issue regarding the arbitrability of any claims or Disputes arising under, relating to or in connection with this Contract is an issue solely for the arbitrators, not a court, to decide. Each Party expressly waives any right it may have to seek in court a determination on the jurisdiction of the arbitrators, the agreement to arbitrate, or the arbitrability of any claims or disputes, including with respect to enforcement proceedings. 18. MISCELLANEOUS 18.1 Confidentiality Requirements. 18.1.1 Confidential Information. From time to time, in connection with the Project and/or the Work, a Party (the “Disclosing Party”) may disclose certain written information to the other Party (the “Receiving Party”) that is “Confidential Information”. All such information disclosed by (a) Owner shall be Confidential Information unless Owner otherwise specifies in writing and (b) Contractor shall be Confidential Information only if it is clearly marked or otherwise designated in good faith as “CONFIDENTIAL” or only if it is reasonably understood to be confidential given the nature of the information and circumstances of disclosure; provided that Confidential Information does not include information that: (a) is now in the public domain or that later enters the public domain, through no action by a Party in violation of this Contract; (b) the Receiving Party can demonstrate was already in the Receiving Party’s possession at the time of its disclosure, and that was not acquired by the Receiving Party on a confidential basis; (c) the Receiving Party can demonstrate was acquired from a Person not under an obligation of secrecy (whether legal or contractual) to the Disclosing Party; or (d) was independently developed without reference to the Confidential Information. 18.1.2 Non-Disclosure. The Parties agree that the Confidential Information shall be kept confidential by them during the term of this Contract and for a period of 2 years after the earliest of (a) Final Completion Date of the Project, or (b) the termination of this Contract. Notwithstanding the foregoing: 18.1.2.1 Owner may disclose the Confidential Information of Contractor: (a) to those of its officers, directors, employees, Affiliates, consultants, Financing Parties, lenders, potential lenders and advisors that need to know the Confidential Information in order to assist Owner in connection with the development and implementation of the Project or the enforcement of Owner’s rights against Contractor; (b) to any Person to whom Page 201 of 244 57 113638949.9 0075489-00004 the Confidential Information is required to be disclosed pursuant to a Project Document; and (c) to any Person to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under this Contract or potential equity participants or purchasers of the Project or Owner and to any of that person’s Affiliates, representatives and professional advisers; and 18.1.2.2 Contractor may disclose the Confidential Information of Owner to those of its Subcontractors, officers, directors, employees, and Affiliates that need to know the Confidential Information in order to assist Contractor in performing the Work and in connection with the enforcement of Contractor’s rights against Owner. 18.1.3 Each Party agrees to be responsible for the actions and disclosures of any of its representatives with respect to Confidential Information. 18.1.4 Compelled Disclosure. If a Receiving Party becomes legally compelled to disclose any of the Disclosing Party’s Confidential Information, then the Receiving Party shall provide the Disclosing Party with prompt written Notice thereof so that the Disclosing Party may seek a protective order or other appropriate remedy at the Disclosing Party’s risk and expense. The Receiving Party shall (a) furnish only that portion of the Confidential Information that is legally required, and (b) cooperate with the Disclosing Party’s counsel to enable the Disclosing Party to obtain a protective order or other reliable assurance that confidential treatment shall be accorded to the Confidential Information. 18.2 Past Due Amounts. Any amount owed to either Party hereunder that is not paid when due under this Contract shall accrue simple annual interest, from the date such amount was due until the date such amount is paid, at the lesser of (a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal under “Money Rates” on such day (or if not published on such day on the most recent preceding day on which published), plus 2% and (b) the maximum rate permitted by Applicable Law. 18.3 No Waiver of Rights. Except as set forth herein or as may be specifically agreed in writing, the failure of either Party to insist upon the strict performance of any one or more of the terms, conditions and provisions of this Contract or to exercise any right herein contained or provided by law or equity, shall not be construed as, or constitute, a waiver, modification or relinquishment of the performance of such terms, conditions, provision or right(s), or of the right to subsequently demand such strict performance or exercise such right(s), and all such rights shall continue unchanged and remain in full force and effect. No waiver by either Party of any default by the other Party in the performance of any of the provisions of this Contract (i) shall operate or be construed as a waiver of any other or further default or defaults whether of a like or different character; and (ii) shall be effective unless in writing duly executed by a duly authorized representative of such Party. 18.4 Assignment. 18.4.1 Generally. Except as expressly permitted herein, neither Party shall assign or otherwise transfer this Contract or any portion hereof, or any of the rights or obligations Page 202 of 244 58 113638949.9 0075489-00004 hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party; provided, however, that Contractor may assign this Contract, in whole or in part, to an Affiliate with prior notice to Owner. 18.4.2 Successors and Assigns. This Contract shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the Parties. 18.4.3 Transferees of the Project. Notwithstanding the foregoing, without the consent of Contractor, Owner shall be entitled to (i) transfer, pledge or assign this Contract or any right, benefit, or interest under this Contract, as security for any financing with any Financing Party; (ii) transfer or assign this Contract to any Person or entity succeeding to all or substantially all of the assets of Owner; (iii) assign its rights under this Contract to a successor entity in a merger or acquisition transaction; and (iv) assign this Contract, in whole or in part, and its applicable rights herein, without the consent of Contractor, to any Affiliate or the Financing Parties. 18.5 Financing. 18.5.1 Consent to Collateral Assignment. With respect to an assignment pursuant to Section 18.4, Contractor acknowledges and agrees that, upon receipt of written direction by a Financing Party, and notwithstanding any instructions to the contrary from Owner, Contractor will recognize Financing Party, or any third party to whom Financing Party has reassigned the rights of Owner under this Contract, as the proper and lawful counterparty under this Contract and fully entitled to receive the rights and benefits of Owner hereunder so long as Financing Party (or its assignee) performs the obligations of Owner. Contractor shall tender performance of any and all other covenants by Contractor under this Contract to and for the benefit of Financing Party and as the Financing Party may direct in the future. 18.5.2 Contractor Cooperation. In connection with any assignment by Owner pursuant to Section 18.4, Contractor agrees (a) to execute any estoppels, reasonably requested by the Financing Parties; (b) to execute a consent to assignment in a commercially reasonable form provided by Owner (which may, by its terms, amend, supplement or modify certain terms and conditions of this Contract, as may be reasonably requested by any Financing Party); (c) to promptly furnish documents as may be reasonably requested by the Financing Parties, including financial statements for Contractor, product information and brochures, copies of invoices and receipts, affidavits, certificates of good standing, organization certificates and applicable authorizations for the execution and delivery of this Contract; (d) to promptly execute consents and other related documents to the extent and in the form reasonably required by the Financing Parties; (e) to provide such additional cooperation as Owner may reasonably request in connection with Owner’s efforts to obtain financing for the Project, including execution of written consents and acknowledgements, delivery of commercially reasonable certificates and other documents, and providing information, data and analysis, in each case, as may be reasonably requested by Owner or any Financing Party; and (f) to execute, and to use commercially reasonable endeavors to cause each Major Subcontractor to execute, a direct agreement with any Financing Party in a commercially reasonable form as reasonably requested by such Financing Party. Notwithstanding the foregoing, Contractor shall have no obligation to execute and deliver to any Financing Party Page 203 of 244 59 113638949.9 0075489-00004 any document that would, in Contractor’s reasonable opinion, materially increase Contractor’s risks or costs or materially reduce Contractor’s rights under this Contract. 18.6 Governing Law. This Contract and any Disputes relating hereto (including non- contractual disputes and claims) shall be governed by, construed, interpreted and enforced, and the relations between the Parties shall be determined, in accordance with the laws of the state of Governing Law. Subject to Article 17, including the arbitration provisions thereunder, where the Parties have been prevented by Applicable Laws from exercising their rights pursuant to Article 17, the Parties shall submit to the exclusive jurisdiction of the courts of the state of Governing Law. 18.7 Survival. Any provision of this Contract that contemplates performance subsequent to termination of this Contract shall survive such termination and dissolution and continue in full force and effect for the limited purposes set forth therein. Without limiting the foregoing, the following provisions will survive the termination of this Contract: Section 2.15 (Intellectual Property), Article 9 (Contractor Warranties); Article 12 (Indemnification); Article 14 (Contractor Performance Security); Article 16 (Limitations of Liability); Section 18.1 (Confidentiality Requirements); and Section 18.14 (Compliance Terms & Conditions). 18.8 Notices. All notices permitted or required to be given under this Contract (each a “Notice”) shall be a formal written letter issued by Owner’s Authorized Representative or Contractor’s Authorized Representative and shall be deemed duly given when sent by facsimile (with hard copy to follow), by international overnight courier, by e-mail of documents in .pdf format with the originals of those documents to follow by personal delivery. All Notices shall be delivered or sent to the Parties at their respective address(es) or number(s) shown below or to such other address(es) or number(s) as a Party may designate by prior written Notice given to the other Party in accordance with this provision: 18.8.1 If to Owner, the Owner Contact Details. 18.8.2 If to Contractor, to the Contractor Contact Details. 18.9 Entire Contract. This Contract contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous written and oral agreements, proposals, negotiations, understandings and representations pertaining to the subject matter hereof, and other communications between the Parties or their Affiliates (or any agents of any thereof) prior to the Effective Date. 18.10 Amendments. No amendment, supplement or modification of or to this Contract shall be valid unless evidenced in writing and signed by a duly authorized representative of the Parties. 18.11 No Third Party Rights. This Contract and all rights hereunder are intended for the sole benefit of the Parties and, to the extent expressly provided, for the benefit of the Financing Page 204 of 244 60 113638949.9 0075489-00004 Parties and the Indemnitees, and shall not imply or create any rights on the part of, or obligations to, any other Person. 18.12 Relationship of the Parties. Nothing in this Contract shall be deemed to constitute either Party a partner, agent, employee or representative of the other Party, or to create any fiduciary relationship between the Parties. Contractor is and shall remain an independent contractor in the performance of this Contract, maintaining complete control of its personnel, workers, Subcontractors and operators required for performance of the Work. 18.13 Counterparts. This Contract may be executed in two or more counterparts, and by each Party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Contract by e- mail attachment or telecopy shall be an effective mode of delivery. 18.14 Compliance Terms and Conditions. 18.14.1 Anti-corruption. 18.14.1.1Contractor shall comply with all applicable anti-corruption, anti- money laundering, anti-terrorism and economic sanction and anti-boycott laws, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, et seq.). 18.14.1.2 Contractor represents and warrants that it has not, and that it has no evidence of any kind that any of its owners, controlling shareholders, directors, officers, employees or any other Person working on its behalf (including any of its subsidiaries, Affiliates, Subcontractors, consultants, representatives or agents) has, either directly or indirectly: (a) made or received a Prohibited Payment with respect to the Work; or (b) engaged in a Prohibited Transaction with respect to the Work. 18.14.1.3 Contractor shall not, and shall take all reasonable steps to ensure that none of its owners, controlling shareholders, officers, employees and other persons working for it on the Work (including any of its subsidiaries, Affiliates, Subcontractors, consultants, representatives or agents), directly or indirectly, make, promise or authorize the making, of a Prohibited Payment or engage in a Prohibited Transaction with respect to the Work or share or promise to share its fees or any other funds it receives from Owner or in respect of the Work with any Government Official. 18.14.1.4 Contractor shall promptly report to Owner any Prohibited Payment or Prohibited Transaction of which it obtains knowledge, or has reasonable grounds to believe occurred, in respect of the Work. 18.14.1.5 Contractor agrees that, if Owner has any reasonable grounds to believe that a Prohibited Transaction has taken place or a Prohibited Payment has been made in connection with the Work, it shall cooperate in good faith with Owner in determining whether such a violation occurred by taking necessary measures, which could include engaging an independent third party to investigate the matter and to provide a written report of its findings to the Parties. Page 205 of 244 61 113638949.9 0075489-00004 18.14.1.6 If Owner reimburses Contractor for any lodging, meals, travel or other expenses (other than as part of the Contract Price), Contractor shall be reimbursed by Owner only for reasonable expenses for its employees or for such expenses incurred on behalf of third parties when supported by actual, accurate and reasonably detailed third- party invoices. Where Government Officials are involved, the request for reimbursement shall be accompanied by a written statement of the details of the expenses and an explanation of the purpose of the expenses, the reason that the participation of such officials was necessary, and the names of those in attendance and their employment or business affiliation. 18.14.2 Forced Labor. 18.14.2.1 Contractor shall, and shall cause each Subcontractor to, maintain in effect policies and procedures designed to ensure there is no Forced Labor in its operations or supply chains or in the operations and supply chains of any sub-subcontractor or supplier, and notify Owner promptly and cure any occurrence of Forced Labor in such operations or supply chains. Contractor shall, and shall cause each Subcontractor to, promptly and diligently investigate all reasonable inquiries of Owner, any Financing Party or any Governmental Authority regarding potential Forced Labor in its operations or supply chains. Without derogating from the foregoing, the Contractor shall, and shall cause each Major Subcontractor to, include this clause in all subcontracts and supply agreements entered into in respect of the performance of the Work, including but not limited to the procurement of all Major Equipment. 18.14.2.2 Contractor represents, warrants and covenants that it is now, and shall continue to be for the duration of the Project and the Performance of the Work, in compliance with all applicable Forced Labor Laws. Contractor shall promptly notify Owner upon becoming aware of any breach or alleged breach of any Forced Labor Laws by Contractor or any Subcontractor, or of any investigation, withhold release order or other enforcement action by any Governmental Authority in relation to Contractor or any Subcontractor or any material or equipment imported by any such Person in the performance of the Work or for incorporation in the Facility, and in such case Contractor shall immediately take all necessary steps to ensure that it or the applicable Subcontractor and any applicable material and equipment procured for the Work are brought into compliance with Forced Labor Laws. For the avoidance of doubt, Contractor shall not be entitled to a Change Order to adjust the Guaranteed Dates or the Contract Price by reason of any breach, alleged breach, investigation, withhold release order or other enforcement action by any Governmental Authority under any Forced Labor Laws. 18.14.3 Code of Conduct. Contractor acknowledges receipt of a copy of Owner’s code of conduct and understands the standards to which Owner expects Contractor and all of its Subcontractors to comply with when performing services for or on behalf of Owner. 18.14.4 Due Diligence. In order to mitigate potential exposure to risk, Contractor shall perform due diligence on Subcontractors as set forth in Sections 2.22.2.1 and 2.22.2 and on Page 206 of 244 62 113638949.9 0075489-00004 consultants or agents it employs in the performance of the Work or to provide services to the Facility to ensure that such parties comply with the provisions of Section 18.14. 18.14.5 Compliance Certificates. Contractor agrees that it will, at the request of the Owner, but at least annually, provide Owner a written certification that it is in compliance with Section 18.14. 18.15 Mutuality of Drafting. This Contract shall not be construed in favor of or against either Party as a consequence of one Party having had a greater role in the preparation of this Contract, but shall be construed as if the language were mutually drafted by both Parties with full assistance of counsel. 18.16 Language. This Contract is made and shall be construed in English. All Notices to be given by any Party hereunder and all other communications and documentation relating to this Contract, shall be in English (unless otherwise expressly provided herein). 18.17 Announcements. Contractor shall not make or issue any press release or other public announcement or any other disclosure of any kind relating to this Contract, or the transactions contemplated hereby (including the existence of this Contract or the terms and conditions of this Contract) to any third party (other than as permitted by Section 18.1) without the prior written consent of Owner. 18.18 Void Provisions. If any provision of this Contract shall be held void, voidable, invalid or inoperative, no other provision of this Contract shall be affected as a result thereof, and the remaining provisions of this Contract shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein. [signature pages follow] Page 207 of 244 113638949.9 0075489-00004 IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Contract to be executed by their duly authorized officers and to be effective as of the Effective Date. By: ______________________________ Name: Title: GRNE-Nelnet, LLC By: ______________________________ Name: Title: Page 208 of 244 Annex I-1 113638949.9 0075489-00004 Annex I Commercial Terms Contract Price $15,994,829 Governing Law Nebraska Guaranteed Mechanical Completion Date Guaranteed Substantial Completion Date Major Subcontract N/A Outside Date Owner Supplied Equipment N/A Payment Terms Within 30 days of delivery of invoice Performance Guarantee: 1) Nameplate Rating Guarantee 2) Performance Guarantee Performance Security Payment and performance bonds issued by a surety authorized to do business in the State with an A.M. Best rating of A-VII or better Seat of Arbitration Lincoln, Nebraska Total Liability Limit Percentage 25% Warranty Period 1 year from the Substantial Completion Date Contractor Contact Details Owner Contact Details Page 209 of 244 EXHIBIT A SCOPE OF WORK SCOPE OF ENGINEERING AND DESIGN Contractor shall perform the project engineering including all designs, engineering, construction drawings, specifications, and other information reasonably necessary to obtain Contractor’s Permits as well as for the procurement, construction, testing and commissioning of the Work. Contractor shall update, complete, or modify the design package in order to obtain all required permits and construct the project provided such revisions do not materially alter Contract Price. All designs must be in accordance with applicable permits, Project Documents, interconnection studies and agreements, Applicable Laws and Applicable Standards and be approved and stamped by a professional engineer currently registered in the State of Nebraska in the relevant discipline. Contractor has reviewed the existing site conditions and is responsible for properly designing and constructing all civil scope in accordance with the information set forth in the Project Documents, site visits, and Prudent Industry Standards. The Contractor shall submit design packages and submittals for Owner review. The Contractor shall provide three separate Signed and Sealed Packages: Issue for Permit (IFP) Set, Issue for Construction (IFC) Set, and Issue for Record (IFR) Set. Set At each design package Contractor shall provide a PV Syst if system layout or module quantity changes. Full Set of Design Shall at a minimum include: o The Design Drawing Package Matrix may be superseded or amended by the Contract Documents, Project Documents and Special Conditions. Description 30% Design Package 60-90% Design Package 100% Design Package 1.0 Electrical Drawings Cover Sheet X X X Drawing Sheet List X X X Project Location Map X X X Project Summary Table X X X General and Electrical Notes X X X Existing Conditions ALTA (boundary, easements, setbacks) X X X Topography and Site Features X X X Environmental Conditions/Constraints: X X X Site Layout System Summary Table X X X Racking, rows, modules X X X Access Drives and entrances X X X Pad Mounted Equipment Locations X X X Fencing and gates X X X Point of Interconnection(s) (POI) X X X Medium Voltage Layout to POI X X X DC String and Inverter Zones X X DC String Layout X Interconnection Plan Page 210 of 244 Project and Utility Provided Equipment and Layout X X Overhead (OH) Line Drawings (if applicable) OH lines, poles, supports, pole mounted equipment, grounding, etc. X X Site Logistics Plan X X Project Equipment Layouts X X Plan view layout, pads, elevations, X X Grounding Plans Array / Module Grounding X X X DC and AC Equipment Grounding X X X Fencing Grounding X X Construction Details Trenching / Ductbank X X X Above Grade Raceways X X X Racking profile / cross-section X X Array Mounted Equipment details X X Wire Management X Stringing Details X Data Acquisition System (DAS) and SCADA Schematic X X X Detailed / Vendor based X X Single Line Diagram X X X Three Line Diagram (as applicable) X Auxiliary Power / Low Voltage Diagram X X AC and DC Equipment Schedule X X AC and DC Equipment Specifications (as applicable) X AC and DC Conductor Schedule and Calculations X X Signage and Labeling X 2.0 Civil and Landscaping Drawings Cover Sheet Drawing Sheet List X X X Project Location Map X X X Notes General Notes X X X Stormwater Management X X X Sediment and Erosion Control X X X Seeding and Planting X X X Existing Conditions ALTA (boundary, easements, setbacks) X X X Topography and Site Features X X X Environmental Conditions/Constraints: X X X Site Layout Racking, rows, modules X X X Access Drives and entrances X X X Page 211 of 244 Pad Mounted Equipment Locations X X X Fencing and gates X X X Storm Water Management Plans (SWM) Concept X X Sediment and Erosion Control Plans (SEC) Concept X X Construction Details and Notes Fencing, gates and X X Access drives and entrances X X Temporary laydown areas X X Temporary protections X X Sediment and Erosion Control X X Stormwater Management X X Concrete Pads (may be provided in separate drawing package) X X Landscaping Plans, for screening buffer X X New Entrance / ROW Plans X X 3.0 Structural Racking Drawings and Calculations Cover Sheet NA NA X Drawing Sheet List X Project Summary Table X Applicable Design Standards (wind, snow load, etc.) X Racking Plans and Details NA NA Layout (if applicable)(Preliminary)X X Cross-section(s) and Elevation(s) for each rack type and supporting structure X Grounding details X Foundation details X X Alternate Foundation details X X Materials List X Installation Tolerances X Racking Structural Calculations (Preliminary)X X o Facility site plan o Civil engineering plans and details o Structural drawings provided by racking manufacturer o Structural support drawings, and specifications by racking manufacturer o Structural Torque schedule by racking manufacturer o Foundation layout plan with elevations o Major materials list, including manufacturer name, model name and number, and quantity o Major equipment data sheets and specifications o Equipment signage and labelling plan o Interconnection routing and plan o Full DC Stringing plan and details o AC system plan and details o Instrumentation and Control communication plan o Construction details o Single Line/Three Line diagram o Conduit and Wire Schedule Page 212 of 244 o Electrical Studies – arc flash and coordination study only o PV Syst o Health and safety labelling for major components, including arc flash boundary The construction engineering package to be prepared and submitted by the Contractor shall cover at minimum the following detail: 1.Design Criteria – The basis of the Project design shall be twenty-five (25) year design life. Design standards will conform to latest ASHRAE, ASCE and NEC accepted by the AHJ and as applicable to the Project. The design and engineering shall be performed with climate weather data inputs, including temperature, rain, and snow fall. 2.Civil Engineering – Contractor shall engage the services of a licensed civil engineer to provide civil site plan complying with all permits for this Project. 3.Mounting Structures – Contractor shall engage a racking manufacturer that will engineer the foundation design based on geotechnical information gathered from the site by the geotechnical engineer or other reliable source. Contractor will coordinate with Racking manufacturer’s structural engineer of record. 4.Solar Array and MV Line Electrical Engineering – Contractor shall provide all final electrical engineering design services. Electrical engineering design shall be based upon Applicable Standards and Applicable Law. Contractor shall provide enough drawings to comply with industry standard and to construct the facility. Contractor shall provide all necessary plans per Utility criteria for the operations of the plant that have not been created by Owner. This includes maintenance plan, energization plan, and other documentation identified in Utility specification. 5.PV Syst – Contractor shall submit a PV Syst report post design and an as built report. 6.System Performance – Contractor shall optimize the power plant parameters in order to maximize energy production at the most competitive LCOE. Contractor shall complete commissioning in accordance with the EPC Agreement and submit report data to Owner for approval prior to project close out. Commissioning report shall include capa city testing validating plant production is, at a minimum, meeting expected output as modeled by final PV Syst report with performance metrics as identified in the EPC Agreement. 7.Data Acquisition – Contractor shall coordinate with DAS provider to design an adequate system that has remote capabilities. Internet connectivity shall have enough bandwidth to properly monitor the system in real time. 8.As-Built Drawings – Contractor shall provide red lines to modify IFC plans and issue As Built drawings upon completion of the project as part of the As-Built Drawings and Documentation. Final as-built drawings shall be stamped by a professional engineer. SCOPE OF CONSTRUCTION Contractor shall assume furnish and install of all material and work associated with the individual Project unless it’s expressly identified to exclude it or identified within the EPC Agreement or SOW as an Owner furnished item. 1.Project Management – Contractor is responsible for adequately staffing the project with a single point of contact for the duration of the project. Contractor shall supply a project manager who will be the Contractor’s single point of contact. Contractor shall be responsible for coordinating all activities on site. 2.Schedule – Contractor shall provide a CPM schedule in Smartsheets and PDF using industry recognized practices with logical sequence of activities and a recognizable critical path. A CPM schedule shall be provided once per month, or upon request by Owner. 3.Owner Meetings – Contractor shall be responsible for coordination of all meetings and documentation. Contractor shall facilitate and coordinate a weekly meeting from contract execution through Substantial Completion, or as required by Owner. 4.Documentation management – Contractor shall utilize a Smartsheet Workspace as a data room for sharing and transmittal of all required documents and submittals. Contractor shall provide any revisions to Owner on a timely basis. 5.Weekly Reports – Contractor shall provide, in Contractor’s standard format, the owner a weekly report of construction progress. Page 213 of 244 6.Safety Plan – Contractor shall have a site-specific plan and submit to Owner for documentation. Contractor shall submit the Site-Specific Safety Plans no later than fourteen (14) days prior to the commencement of any activity by the Contractor or any of its Subcontractors at the site. 7.Project Site/Civil and Structural Work – Contractor shall be responsible for constructing the Work in accordance with the IFC engineering package, Applicable Standards, Applicable Permits, Applicable Laws, and all Governmental Authorizations. Contractor shall be responsible for constructing and maintaining an erosion control plan, grading and drainage plan, temporary access, and any other such plans in compliance with Applicable Standards and AHJ approval (as needed). 8.Waste – Contractor shall dispose of any excess earthen material on Project Site. 9.Project Site Finish Grade – Contractor shall leave the Project Site in a finished and clean condition upon Final Completion, in accordance with all Applicable Laws. Contractor shall remove all trash and debris and repair any damage caused by it or its Subcontractors. 10.Landscaping – Contractor shall be responsible for all reseeding and landscaping onsite per the plans and specifications. 11.Electrical Assembly – Contractor shall be responsible for and install all equipment and materials in accordance with the approved IFC engineering package, manufacturers’ requirements, and all Applicable Standards and Applicable Laws, and approved Utility drawings and standards. 12.Interconnection – Owner shall be responsible for the obtaining interconnection approvals from the operator of the electrical distribution system (Utility) to which the Project interconnects and the costs of any upgrades to such distribution lines as outlined in the Interconnection Agreement and CESIR studies that are exhibits to the Agreement. Contractor shall be responsible for all interconnection-related work and costs from the point of common coupling onwards (project-side) in compliance with Utility studies and standards. 13.Mechanical Assembly – Contractor shall be responsible for and install all equipment and materials in accordance with the approved IFC engineering package, manufacturers’ requirements, and all Applicable Standards and Applicable Laws. 14.Commissioning and Close Out – Contractor shall prepare a testing and commissioning plan for Owner’s approval, such approval not to be unreasonably delayed, conditioned, or withheld. Such plan shall conform to applicable equipment and Utility requirements. Page 214 of 244 EXHIBIT B Payment Schedule ContractPrice =$15,994,829 Milestone % TCV $ Amount Anticipated Date Milestone 1 - Contract Signing 10%$1,599,483 7/15/2023 Milestone 2 - Final engineering approval and major equipment deposits 15%$2,399,224 10/1/2023 Milestone 3 - Release for fabrication of major equipment and solar module shipping 25%$3,998,707 11/15/2023 Milestone 4 - A) installation of all posts into the ground in accordance with the Scope of Work, (B) installation of 25% of the racking system in accordance with the Scope of Work 20%$3,198,966 2/1/2024 Milestone 5- Module Install 100%10%$1,599,483 3/15/2024 Milestone 6 – Mechanical Completion 10%$1,599,483 11/1/2024 Milestone 7 – Permission to Operate (PTO)5%$799,741 12/1/2024 Milestone 8 – Substantial Completion 5%$799,741 12/15/2024 TCV 100%$15,994,829 Page 215 of 244 EXHIBIT C Permits Contractor will timely obtain, pay for, and maintain in effect those Permits designated below as Contractor’s responsibility. Contractor’s responsibility for Permits shall also include any other Permits not identified as Contractor’s or Owner’s responsibility that are typically obtained by contractors performing work in similar projects as the Work for the Project, including all interconnection authorizations from the Utility and those referenced in Exhibit A or Exhibit K (collectively, “Contractor Permits”). Responsibility Matrix Permit Party responsible for acquiring Building Permit Contractor Electrical Permit Contractor Fire Department Permit (if applicable)Contractor Access Permits (if applicable)Contractor Trenching Permits (if applicable)Contractor Blasting/Hammering Permits (if applicable)Contractor All other Ministerial Permits Contractor Planning/Zoning/Special Permit or Approval (if applicable) Owner Grading Permits (if applicable)Contractor Conservation Commission Approval Owner Utility Interconnection Approval Owner SWPPP Owner/Contractor (project specific) State Access Permits Owner/Contractor (project specific) NPDES CGP Owner All other Non-Ministerial Permits Owner Page 216 of 244 EXHIBIT D Site Specific Safety Plan (SSSP) Outline Section 1 – Project/Site Overview - Purpose of SSSP - Company Safety Policy Statement - The purpose of this policy is to develop a high standard of safety throughout all operations of GRNE Solar. We believe that each employee has the right to derive personal satisfaction from his/her job and the prevention of occupational injury or illness is of such consequence to this belief that it will be given top priority at all times. It is our intention here at GRNE Solar to initiate and maintain complete accident prevention and safety training programs. Each individual from top management to the working person is responsible for the safety and health of those persons in their charge and coworkers around them. By accepting mutual responsibility to operate safely, we will all contribute to the wellbeing of personnel. - Project / Site Overview Section II – Training - Company and Subcontractor Specific HS&E Training & Orientation - Safety Orientation: Each employee will be given a safety orientation by GRNE Solar when first hired. The orientation will cover the following items: (1) A description of the accident prevention program: We have a formal written accident prevention program as described in OSHA regulations. It consists of this safety orientation, safety meetings as described in Element 2, and self-inspections as outlined in Element 3. (2) We also have basic safety rules that all employees must follow. They are: (1) Never do anything that is unsafe in order to get the job done. If a job is unsafe, report it to your supervisor or foreman. We will find a safer way to do that job. (2) Do not remove or disable any safety device! Keep guards in place at all times on operating machinery. (3) Never operate a piece of equipment unless you have been trained and are authorized. (4) Use your personal protective equipment whenever it is required. (5) Obey all safety warning signs. (6) Working under the influence of alcohol or illegal drugs or using them at work is prohibited. (7) Do not bring firearms or explosives onto company property. (8) Horseplay, running and fighting are prohibited. (9) Clean up spills immediately. Replace all tools and supplies after use. Do not allow scraps to accumulate where they will become a hazard. Section III – Standard Operating Procedures and Site Specific Rules - Basic Site HSE Rules - Job Attire and Personal Protective Equipment: (1) Suitable clothing must be worn; long pants, at least short- sleeved shirts and adequate foot wear. (2) Hard hats, safety glasses or goggles must be used when a potential hazard exists. (Safety glasses must be ANSI Z87 or Z87.1 approved). (3) Hearing protection (earplugs or earmuffs) must be used in high noise areas. (4) Gloves (as needed). - Drugs, Alcohol, Firearms and Prescription Medications: (1) If an employee comes to the jobsite under the influence of drugs/alcohol they will be asked to leave immediately and their position with the company terminated. (2) Under no circumstances are drugs, alcohol, or firearms allowed on the jobsite. (3) No operating any machinery while on prescription medication. (4) No smoking allowed on or near jobsite. - Housekeeping: (1) Always store materials in a safe manner. Tie down or support materials if necessary, to prevent falling, rolling, or shifting. (2) Shavings, dust scraps, oil or grease should not be allowed to accumulate. Good housekeeping is a part of the job. (3) Trash piles must be removed as soon as possible. Trash is a safety and fire hazard. (4) Immediately remove all loose materials from stairs, walkways, ramps, platforms, etc. (5) Do not block aisles, traffic lanes, fire exits, gangways, or stairs. - Phone Usage / Social Media Policy: No employees will be allowed on their phone during work hours. - Safety Devices Policy: Under no circumstances will safety devices/guards be tampered with or ignored. - Industrial Hygiene - Biohazard/Disease Prevention - Ergonomics/Proper Lifting: Proper lifting techniques will be used when moving heavy objects manually. Two person techniques will be used if object is too large for one employee to move Page 217 of 244 alone. - Cold Stress and Heat Stress: Workers subjected to temperature extremes, radiant heat, humidity, or air velocity combinations which, over a period of time, may produce physical illness. Protection by use of adequate controls, methods or procedures, or use of protective clothing will be provided to employees working in these conditions. Excessive exposure to heat is referred to as heat stress and excessive exposure to cold is referred to as cold stress. Heat related illness (HRI) and cold- induced illnesses (hypothermia/frostbite) are well known, recognized workplace hazards. All work operations involving exposure to temperature extremes, either humidity/heat extremes or cold extremes have the potential for inducing heat stress and heat related illnesses or cold stress resulting in frostbite or hypothermia, therefore, GRNE Solar has developed a policy and training to address these issues. - Hearing Protection: When exposed to high volume of sounds for a long period of time employees will be required to wear adequate hearing protection supplied by the company. - Control of Work - Signage and Barriers / Restricted Areas: Signs will be placed in order to keep pedestrians away from construction areas, after work is down signs will be placed to keep unauthorized persons from entering the site. - Lockout/Tagout (LOTO): All equipment will be safely stored away/parked and properly shut down; keys will be brought to the Site Supervisor. - Hot Work (Cutting, and Grinding): When cutting or grinding proper PPE will be worn by employees. - Fall Prevention and Protection Guidelines - Scaffolding Guidelines - Ladder Safety - Electrical: (1) Ground-fault circuit interrupters (GFCI) will be used whenever possible. (2) Electric cords will be inspected regularly and repaired or replaced as necessary. (3) Employees shall only use power tools and equipment if trained in their operation, as and to the extent necessary, and for their intended purpose, and such persons will not remove any guards or safety features installed onto the tool. - Severe Weather: In the event of severe weather where it becomes unsafe for employees to continue work, they will be sent home and return when the weather has returned to safer conditions. Section IV – Vehicle and Equipment - General Driving Guidelines: (1) Do not ride on motorized vehicles or equipment unless a proper seat is provided for each rider. (2) Do not operate any motorized vehicle or equipment unless you are specifically authorized to do so by your supervisor. (3) Always use your seat belts in the correct manner. (4) Obey all speed limits and other traffic regulations. (5) Always inspect your vehicle or equipment before and after daily use. (6) Each operator must be knowledgeable of all hand signals and obey them. (7) Each operator is responsible for the stability and security of his/her load. - Forklift Safety Section V – Safety Communication Employee Safety Meetings . Section VI – Safety Documentation and Records Section VII – Short Service Employee Program GRNE will use apprentices and tradesman, as and to the extent required. Section VIII – Inspections Section IX – Emergency Action Plan - Location of nearest hospitals - Emergency contact numbers Page 218 of 244 Section X – Security Management . Section XI – Hazard Assessments and Mitigation Controls Section XII –Incident Management and Reporting - All incidents will be reported as soon as possible to the site manager who will then report it to the Safety Supervisor Page 219 of 244 EXHIBIT E-1 FORM OF CONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT NOTICE: THIS DOCUMENT WAIVES THE CLAIMANT'S LIEN, STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS EFFECTIVE ON RECEIPT OF PAYMENT. A PERSON SHOULD NOT RELY ON THIS DOCUMENT UNLESS SATISFIED THAT THE CLAIMANT HAS RECEIVED PAYMENT. Identifying Information Name of Claimant:____________________________________ Name of Customer:________________________________________________________ Job Location:_____________________________________________________________ Owner:___________________________________________________________________ Through Date:_____________________________________________________________ Conditional Waiver and Release This document waives and releases lien, stop payment notice, and payment bond rights the claimant has for labor and service provided, and equipment and material delivered, to the customer on this job through the Through Date of this document. Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. This document is effective only on the claimant's receipt of payment from the financial institution on which the following check is drawn: Maker of Check:_____________________________________________________________ Amount of Check: $__________________________________________________________ Check Payable to:____________________________________________________________ Exceptions This document does not affect any of the following: (1) Retentions. (2) Extras for which the claimant has not received payment. (3) The following progress payments for which the claimant has previously given a conditional waiver and release but has not received payment: Date(s) of waiver and release:________________________________________ Amount(s) of unpaid progress payment(s): _____________________________ (4) Contract rights, including (A) a right based on rescission, abandonment, or breach of contract, and (B) the right to recover compensation for work not compensated by the payment. Signature Claimant’s Signature:____________________________________________________ Claimant’s Title:________________________________________________________________ Date of Signature:_______________________________________________________________ Page 220 of 244 EXHIBIT E-2 FORM OF UNCONDITIONAL WAIVER AND RELEASE UPON FINAL PAYMENT NOTICE TO CLAIMANT: THIS DOCUMENT WAIVES AND RELEASES LIEN, STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL WAIVER AND RELEASE FORM. Identifying Information Name of Claimant:____________________________________ Name of Customer:________________________________________________________ Job Location:_____________________________________________________________ Owner:___________________________________________________________________ Unconditional Waiver and Release This document waives and releases lien, stop payment notice, and payment bond rights the claimant has for all labor and service provided, and equipment and material delivered, to the customer on this job. Rights based upon labor or service provided, or equipment or material delivered, pursuant to a written change order that has been fully executed by the parties prior to the date that this document is signed by the claimant, are waived and released by this document, unless listed as an Exception below. The claimant has been paid in full. Exceptions This document does not affect the following: _____________________________________ Disputed claims for extras in the amount of: $ ____________________________________ Signature Claimant’s Signature:_________________________________________________ Claimant’s Title:_____________________________________________________________ Date of Signature:________________________ Page 221 of 244 EXHIBIT F BASELINE SCHEDULE Page 222 of 244 EXHIBIT G Page 223 of 244 EXHIBIT H FORM OF PROGRESS REPORT [PROJECT] 1. [Estimated] Mechanical Completion Date: 2. Estimated Substantial Completion Date: 3. Status of Project construction: 4. Material disputes with contractors or suppliers relating to the Project and any related claims made by or against the Project Company: 5. Use of construction contingency: 6. Delivery status for major equipment:-- a. Modules: b. Inverters: c. Trackers: 7. Conformance to construction schedule and budget: Page 224 of 244 EXHIBIT I LEGAL DESCRIPTION OF SITE Page 225 of 244 EXHIBIT J SPECIFIED EQUIPMENT AND MAJOR SUBCONTRACTORS MAJOR SUBCONTRACTORS SUBCONTRACTOR CATEGORY SUBCONTRACTOR COMMENTS CIVIL SUBCONTRACTOR MECHCANICAL SUBCONTRACTOR FENCING SUBCONTRACTOR LOW VOLTAGE ELECTRICAL SUBCONTRACTOR MEDIUM VOLTAGE ELECTRICAL SUBCONTRACTOR Page 226 of 244 EXHIBIT K PROJECT DOCUMENTS TO BE PROVIDED, E.G: •Interconnection Agreement •Phase 1 – ESA •SEQR •TEAS - Fish & Wildlife •ALTA & TOPO •Wetland Delineation and Report •Geotechnical Report •US Army Corps of Engineers Nationwide 51 Permit •All non-ministerial approvals from the local AHJ •Minor Subdivision Approval •Final Special Use Permit, with Conditions of Approval •Approved Site Plan •Single Line / Three Line Electrical Diagrams •Contract PVSyst •Operations & Maintenance Agreement Page 227 of 244 R E S O L U T I O N 2023-165 WHEREAS, the City of Grand Island invited proposals for the Grand Island Utilities Solar Project, according to plans and specifications on file with the Utilities Department; and WHEREAS, on April 12, 2023, proposals were received, opened and reviewed; and WHEREAS, GRNE Solar of Lincoln, Nebraska, submitted a proposal in accordance with the terms of the advertisement of bids and plans and specifications and all other statutory requirements contained therein, such bid being in the amount not to exceed $15,994,829.00; and WHEREAS, the bid of GRNE Solar, is more than the estimate for the Grand Island Utilities Solar Project, but after the third year a tax return will be filed to receive an Investment Tax Credit. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA, that the bid of GRNE Solar of Lincoln, Nebraska in the amount o not to exceed $15,994,829.00, for the Grand Island Utilities Solar Project, is hereby approved as the lowest responsible proposal. - - - Adopted by the City Council of the City of Grand Island, Nebraska, June 27, 2023 _______________________________ Roger G. Steele, Mayor Attest: ___________________________ RaNae Edwards, City Clerk Page 228 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 12.a. Subject: #9933 - Consideration of Approving Revisions to Chapter 5 Section 47 of Grand Island City Code Pertaining to Appeals Staff Contact: Stacy Nonhof BACKGROUND: Grand Island City Code provides that the owner of any animal that has been deemed potentially dangerous or dangerous has the right to appeal that determination to the Animal Advisory Board. The Animal Advisory Board is composed of nine members - five of those are appointed by the Mayor. Those five consist of one licensed veterinarian, three registered voters of the City and one member of the City Council. The other four are non-appointed consisting of the Chief of Police or designee, the City Attorney or designee, the Director of the Animal Control Authority or designee and the Director of the Health Department or designee. DISCUSSION: Currently, once notice of deeming has been provided to the owner of the animal the owner has 72 hours to give notice of appeal of the deeming. Once the appeal notice has been given, the City Attorney's office is required to schedule a hearing within 10 days. Given the composition of the Animal Advisory Board, getting enough members to make a quorum for a hearing on such short notice is not always possible. In the past year, more than one deeming had to be dismissed for a lack of a quorum of the Animal Advisory Board. The requested change will allow an extra five days to get a meeting of the Animal Advisory Board convened. Given the vast array of schedules, this extra time should allow for a quorum to be gathered. The other change will require that the owner of the animal bring the Notice of Appeal to the City Attorney's office. This will put the burden on the owner to get an appeal started. Currently, the owner only has to sign the form that is attached to the deeming paperwork and hand it back to the Animal Control Authority. By making the owners be proactive and come to City Hall to file the appeal the Board is hoping that the owner will show up for the hearing. There have been numerous appeals filed in which the owner did not come to the hearing, thus wasting the time of the Animal Advisory Board members. Page 229 of 244 This change to City Code was given unanimous approval by the Animal Advisory Board. FISCAL IMPACT: There is no fiscal impact. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee. 3. Postpone the issue to future date. 4. Take no action on the issue presented in this motion. RECOMMENDATION: The Animal Advisory Board and City Administration recommend that the Council amend Grand Island City Code 5-47 as written. SAMPLE MOTION: Move to approve as recommended. ATTACHMENTS: 1. Ordinance Page 230 of 244 ORDINANCE NO. 9933 An ordinance to amend Chapter 5 of Grand Island City Code; to amend Section 5- 47; to clarify and/or make general corrections to various code sections, to repeal any ordinance or parts of ordinances in conflict herewith; and to provide for publication and the effective date of this ordinance. BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA: SECTION 1. Section 5-47of the Grand Island City Code are hereby amended to read as follows: Article VIII. Appeal Procedure 5-47 Dangerous and Potentially Dangerous; Nuisance Owner; Declaration; Appeal; Disposition A. If it shall appear to an animal control officer that any animal conforms to the definition of a dangerous animal or potentially dangerous animal, or an owner is a Nuisance Owner pursuant to §5-46 above, written notice declaring the animal a dangerous or potentially dangerous animal or an owner a Nuisance Owner shall be delivered to the animal’s owner either by personal service or by Certified U.S. mail addressed to the last known address of said owner. B. In the case of a dangerous animal, within five (5) days of personal service or mailing of a notice of declaration to the animal’s owner said owner shall deliver said animal to the Animal Control Authority for impoundment and disposition pursuant to §5-37. In the case of a potentially dangerous animal, within five (5) days of personal service or mailing of a notice of declaration to the animal’s owner said owner shall either provide reasonable proof of compliance with §5-36 and §5-37 of the Grand Island City Code or shall deliver said animal to the Animal Control Authority for impoundment and disposition . Refusal or failure by the owner of any animal declared a dangerous animal or potentially dangerous animal to comply with this subsection shall be a violation of the Grand Island City Code and shall be subject to abatement as a public nuisance pursuant to §5-46. C. The owner of any animal declared a potentially dangerous animal or dangerous animal by an animal control officer, or declaration of a Nuisance Owner pursuant to §5-46 above may appeal the decision to the Animal Advisory Board by submitting a letter of appeal to the Animal Control Authority City Attorney’s Office within 72 hours of either receiving Page 231 of 244 ORDINANCE NO. 9934(Cont.) - 2 - personal service or mailing of the written notice of declaration. The Animal Advisory Board shall hold a hearing within ten (10) fifteen (15) days of delivery of the letter of appeal to the Authority City Attorney’s Office. The hearing shall be conducted informally. The animal’s owner and Animal Control Authority shall present oral or written statements or reasons supporting or opposing the declaration to the Animal Advisory Board. Statements by each participant shall be limited to a total time of thirty (30) minutes or less. Upon conclusion of the hearing the Animal Advisory Board may reverse, modify or affirm the declaration of the Animal Control Authority. Notice of the determination of the Animal Advisory Board shall be given to the animal’s owner and the Animal Control Authority, either personally or by United States Mail. SECTION 2. Any ordinance or parts of ordinances in conflict herewith be, and hereby are, repealed. SECTION 3. This ordinance shall be in force and take effect from and after its passage and publication, within fifteen days in one issue of the Grand Island Independent as provided by law. Enacted: June 27, 2023 ____________________________________ Roger G. Steele, Mayor Attest: ________________________________ RaNae Edwards, City Clerk Page 232 of 244 AGENDA MEMO To: The Mayor and City Council Agenda: City Council Meeting Date: June 27, 2023 Item #: 12.b. Subject: #9934 - Consideration of Approving Revisions to City Code Chapter 5 Regarding Chickens Staff Contact: Stacy Nonhof BACKGROUND: The Animal Advisory Board began a discussion with a group of citizens wanting to change City Code as it pertains to chickens starting at its annual meeting held on January 17, 2023. At that meeting, members of the Board asked that the group come back to the Board with signatures of citizens that are in favor of the change along with proposed changes. A second meeting of the Board was held on May 2, 2023 to discuss further the proposed changes. The group presented the Animal Advisory Board with proposed wording to the different provisions of City Code needed to allow more chickens in the City. A follow-up meeting was held on May 9, 2023 where Assistant City Attorney Stacy Nonhof presented to the Board the proposed changes in the format before you tonight. The proposal is to allow any residential lot in the City to have up to eight (8) chicken hens with a minimum of three (3) hens. For lots of a minimum of one acre, the owner can have up to twenty-four (24) hens. DISCUSSION: The proposed changes to the definitions section changes the definition of livestock and adds a definition of poultry. Section 5-14 dictates that chicken hens are to have a shelter that has at least one and one-half square feet of floor space per chicken hen - thus the number of hens dictates the approximate size of the coop or hen house. Section 5-15 allows for the enclosures of rabbits, birds or chickens to be closer than ten feet from the property line. Section 5-16 dictates that any enclosures and restraints used to confine rabbits, birds or chickens must be at least twenty feet from a residence other than that of the owner of the enclosure. The hutches, coops and enclosures cannot be closer than five feet from a property line and must be secure enough to prevent predators from obtaining access to it. Section 5-17 states how an enclosure becomes registered with Animal Control. Page 233 of 244 Section 5-18 sets the limit of the number of hens that are allowed on a property. Fowl, other than chickens, is still limited to four per acre with a minimum lot size of one acre. The new section will allow up to eight hens on any residential lot within the City. The owner must comply with the other restrictions on where the coop and enclosure may be located along with size of the coop. The minimum number of chickens on any lot shall be three. If the owner has a lot that is one acre is size, they may have up to twenty-four hens. Roosters and hens that crow are prohibited, no matter the lot size. The other changes are cleaning up language and making them conform with the ability to have chickens. The Animal Advisory Board voted in favor of advancing these changes to the Council. That decision was not unanimous. FISCAL IMPACT: There is no fiscal impact. ALTERNATIVES: It appears that the Council has the following alternatives concerning the issue at hand. The Council may: 1. Move to approve 2. Refer the issue to a Committee. 3. Postpone the issue to future date. 4. Take no action on the issue presented in this motion. RECOMMENDATION: City Administration has no recommendation. SAMPLE MOTION: Move to approve as recommended. ATTACHMENTS: 1. Ordinance Page 234 of 244 ORDINANCE NO. 9934 An ordinance to amend Chapter 5 of Grand Island City Code; to amend various sections, more specifically Sections 5-1, 5-14 – 5-18, 5-27, 5-24 and Section 5-41.1; to clarify and/or make general corrections to various code sections, to repeal any ordinance or parts of ordinances in conflict herewith; and to provide for publication and the effective date of this ordinance. BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF GRAND ISLAND, NEBRASKA: SECTION 1. Sections 5-1, 5-14 – 5-18, 5-27, 5-24 and Section 5-41.1of the Grand Island City Code are hereby amended to read as follows: CHAPTER 5 ANIMALS Article I. General 5-1. Definitions As used in this chapter, the following terms mean: Abandon. To leave any animal in one’s care, whether as owner or custodian, for any unreasonable length of time without making effective provision for its food, water, or other care as is reasonably necessary for the animal’s health. Animal. Any live, member of the Animal Kingdom with the following exceptions: A. Human beings; B. Animals that are sold commercially as food for human consumption; C. Animals that are slaughtered as food for human or animal consumption; D. Animals that are slaughtered or processed for human use; E. Animals that are used for scientific research conducted at commercial or academic facilities; F. Animals that are used as commonly acceptable bait for lawful fishing activities; or G.Vermin. Animal Abuse. To knowingly, willfully, intentionally or inhumanely kill, maim, injure, torture, or beat an animal with the following exceptions: A. Euthanization or treatment by a Veterinarian or at a Veterinary Hospital or Clinic; B. Euthanization or treatment at an Animal Control Facility; Page 235 of 244 ORDINANCE NO. 9934(Cont.) - 2 - C. Killing or injuring by members of law enforcement or Animal Control Officers in the course of their duties; D. Killing or injuring by persons protecting themselves or others from potential death or serious injury; or E.Training or disciplining an animal using commonly accepted methods. Animal Control Authority. The entity contracted to enforce the City of Grand Island’s animal control laws. This also includes any law enforcement agencies authorized to enforce local, State, or Federal animal control laws. Animal Control Officer. Any person employed or designated by any Animal Control Authority or law enforcement agency to enforce local, State, or Federal animal control laws. Animal Shelter. Any facility operated by the City or by the duly authorized Animal Control Authority for the purpose of impounding or caring for animals held under the authority of this chapter. Anti-Escape Barrier. Any housing, fencing, or device humanely designed to prevent a dog from leaving an area. Auctions Facility. Any commercial establishment place or facility where animals are regularly bought, sold, or traded, except for those facilities otherwise defined in this ordinance. This section does not apply to individual sales of animals by owners. Bedding. Dry material such as straw, cedar or wood chips, or any other absorbent material that provides insulation. Birds. Any feathered vertebrate, including pigeons, but excluding poultry. Bite. Any seizure with the teeth or mouth by an animal which causes injury or harm. Boarding Kennel. Any commercial facility used to house animals owned by persons other than the owner or operator. Breeder. Any person or entity engaged in breeding and/or selling more than ten (10) animals in any twelve (12) month period. Circus. A commercial variety show featuring animal acts for public entertainment. Commercial Animal Establishment. Any pet shop, grooming shop, auction facility, riding school or stable, performing animal exhibition, or kennel with the following exceptions: A. An animal shelter; B. A veterinary hospital or clinic; Page 236 of 244 ORDINANCE NO. 9934(Cont.) - 3 - C. A commercial facility that sells, slaughters, or processes animals; or D. A commercial or academic animal research facility. Cruelly mistreat. To knowingly and intentionally kill, maim, disfigure, torture, beat, mutilate, burn, scald, or otherwise inflict harm upon any animal. Cruelly neglect. To fail to provide any animal in one’s care, whether as owner or custodian, with food, water, or other care as is reasonably necessary for the animal’s health. Dangerous Animal. An animal that has killed a human being; has inflicted injury on a human being that requires medical treatment, or has killed a domestic animal without provocation with the following exceptions: A. An animal that is provoked; B. An animal that is serving as a guard for persons or property; or C. An animal that kills or injures a person who is trespassing. Domestic animal. Shall mean a cat, a dog, or livestock. Enclosure. Any tract of land intended to restrain or contain an animal by means of a building, fence, or any other means. Fowl. Any poultry, other than pigeons. Grooming Shop. A commercial establishment where animals are bathed, clipped, plucked, or otherwise groomed. Health Department. The agency or organization the City contracts with or designates to enforce the provisions of Chapter 5 - Animals of the Grand Island City Code related to public health and welfare. Hybrid animal. Any animal which is the product of the breeding of a domestic dog with a nondomestic canine species. Humane killing. The destruction of an animal by a method which causes the animal a minimum of pain and suffering. Kennel. Any premises wherein any person engages in the business of boarding, breeding, buying, letting for hire, training for a fee, or selling dogs or cats. Livestock. Any hoofed animal or poultry commonly associated with domestic agricultural purposes, including but not limited to: horses, mules, donkeys, cows, sheep, goats, llamas, hogs, bovine, equine, swine, sheep, goats, domesticated cervine animals, chickens, ducks, ratite birds, or poultry turkeys. Page 237 of 244 ORDINANCE NO. 9934(Cont.) - 4 - Medical treatment. Treatment administered by a physician or other licensed health care professional. Mutilation. Intentionally causing permanent injury, disfigurement, degradation of function, incapacitation, or imperfection to an animal. Mutilation does not include conduct performed by a veterinarian licensed to practice veterinary medicine and surgery in this state or conduct that conforms to accepted veterinary practices. Owner. Any person(s), or legal entity having permanent control of an animal or housing, feeding, or controlling an animal for more than three (3) days with the following exceptions: A. A boarding kennel; or B.A veterinarian, veterinary hospital, or veterinary clinic; Performing Animal Exhibition. Any spectacle, display, act, circus, fair, or event in which animals perform. Pet. Any animal kept for pleasure or companionship rather than solely for utility. Pet Shop. Any person, partnership, or corporation, whether operated separately or in connection with another business except for a licensed kennel, that buys, sells, or boards any species of animal. Potentially Dangerous Animal. A. Any animal that when unprovoked: 1. inflicts an injury on a human being that does not require medical treatment; or 2. injures a domestic animal; or 3. chases or approaches a person upon streets, sidewalks, or any public grounds in a menacing fashion or apparent attitude of attack; or B. Any specific animal with a known propensity, tendency, or disposition to attack when unprovoked, to cause injury, or to threaten the safety of humans or domestic animals. Poultry. Domesticated fowl which are bred for the primary purpose of producing eggs or meat, including but not limited to chickens, ducks, ratite birds, turkeys, geese, waterfowl, and game birds, excluding doves and pigeons. Restraint. Securing an animal by a leash or lead which results in it being under the control of owner or custodian or being confined within the real property limits of its owner or custodian. Riding School or Stable. Any place which has available for hire, boarding and/or riding instruction, any horse, pony, donkey, mule, or burro. Page 238 of 244 ORDINANCE NO. 9934(Cont.) - 5 - Running at Large. Any dog or other animal off outside the premises of its owner or custodian and not controlled by a leash, cord, chain, rope, cage or other suitable means of physical restraint. Shelter. Any structure with a roof and at least three (3) walls designed and capable of protecting and/or housing one or more animals while providing protection from the elements and affording any animal housed or protected in it, the space to sit, stand, lie down, and turn around. Torture. Intentionally subjecting an animal to pain, suffering, or agony with the following exceptions: A. The slaughter of animals as food for human or animal consumption; B. The slaughter or processing of animals for human use; C. The use of animals for scientific research conducted at commercial or academic facilities; D. The use of animals as commonly acceptable bait for lawful fishing activities; E. The extermination of vermin; F. The euthanization or treatment of an animal by a Veterinarian or at a Veterinary Hospital or Clinic; G. The euthanization or treatment of an animal at an animal control facility; H. The killing or injuring of animals by members of law enforcement or Animal Control Officers in the course of their duties; I. The killing or injuring of animals by persons protecting themselves or others from potential death or serious injury; or J. The training or disciplining of animals using commonly accepted methods. Vermin. Animals that infest places where humans live, work, or control and which are commonly considered objectionable, excluding animals used solely as feeder animals. Examples include but are not limited to rodents, insects and bee colonies. Wild Animal. Any animal that is native to a foreign country, of foreign origin or character, not native to the United States, not native to the State of Nebraska, and/or is any wild, poisonous, or potentially dangerous animal not normally considered domesticated, including but not limited to monkeys, raccoons, skunks, snakes and lions but excluding birds and those animals listed on the Approved Animal List. Page 239 of 244 ORDINANCE NO. 9934(Cont.) - 6 - Article IV. Animal Care 5-14 Shelter Required No owner shall fail to provide pets with shelter of sufficient size to allow each pet to stand, turn around, and lie down, and be of sufficient construction to shield the pets from the wind, sun, precipitation and extreme weather conditions. No owner shall fail to provide chicken hens with shelter in the form of a hen house or coop. A hen house or coop must be of sufficient construction to shield the hens from the wind, sun, precipitation and extreme weather conditions, while being well-ventilated and designed for easy access for cleaning. Chicken coops or hen houses must allow at least one and one-half (1.5) square feet of floor space per chicken hen. 5-15 Enclosure Required Every owner shall confine his or her animals within an enclosure of sufficient size and design to prevent the animal from escaping or to restrain said animal by a securely fastened rope, chain, or cord, or trolley/pulley system, all of which must be of a size and weight appropriate to the size, weight and temperament of the animal. Confinement shall be done in such a manner as to prevent such animal from going onto any public property or onto the property of another. Enclosures, other than appropriate full yard fences or enclosures used to confine rabbits, birds or chickens, shall be at least ten (10) feet from any property line. 5-16 Enclosures; Requirements A. All enclosures and restraints required by §5-15 which are used to confine horses, mules, donkeys, cows, sheep, goats or llamas shall be no less than 150 feet from any residence other than the residence of the owner of said enclosure unless a waiver or variance is obtained as provided in subsection (C) below. B. All enclosures and restraints required by §5-15 which are used to confine rabbits, birds, and/or chickens shall be at least fifteen (15) twenty (20) feet from any property abutting the owner’s property residence other than the residence of the owner of said enclosure. Rabbit hutches, chicken coops and enclosures shall not be located within five (5) feet of a property line and must be adequately secured to contain the animals on the property and to prevent predators from obtaining access to the enclosure. C. The owner of any animal affected by subsection (A) may keep or maintain an enclosure within the prohibited distance by either obtaining a waiver from all property owners within the prohibited distance stating that said property owners do not object to the keeping of animals within the prohibited distance, and filing the same with the City Clerk, or obtaining a variance from the city council; provided, that no variance shall be granted by the city council for a distance less than 75 feet. The council shall consider the following factors in determining whether or not to issue a variance: Page 240 of 244 ORDINANCE NO. 9934(Cont.) - 7 - 1. That the variance, if allowed, is in harmony with the general purpose and interest of this animal ordinance; 2. That there are practical difficulties or practical hardships in the way of carrying out the strict letter of this animal ordinance; 3. For the purpose of supplementing the above requirements, the council in making the determination whether there are practical difficulties or particular hardships, shall also take into consideration the extent to which the following facts, favorable to the applicant, have been established by the evidence: a. That the majority of the applicant’s neighbors have presented no objection to the proposed variance; b. That the variance, if granted, would not be a threat to the public health, safety, and welfare; c. That the variance, if granted, would not materially reduce the marketability of surrounding real property. 4. Upon the filing of a request for variance under this subsection, the city clerk shall cause notice of the time and place of the hearing for variance to be mailed to all residences within one hundred fifty (150) feet of the enclosure for which the variance is sought. 5-17 Enclosures; Registration Required A. The location of all enclosures with the distance requirements as set forth by §5-16 shall be registered with the Animal Control Authority within ten (10) days of placing any animal upon an unregistered location. Said registration shall be non-reoccurring for each owner, but shall be nontransferable. B. The location of all enclosures in existence prior to the effective date of this ordinance shall be registered with the Animal Control Authority within ninety (90) days of the effective date of this ordinance. C. An enclosure shall be considered registered with the Animal Control Authority when an owner has submitted a diagram or aerial photo of the enclosure on the property clearly showing compliance with the distance requirements. 5-18 Number of Animals; Limits A.No residential property shall have more than one of the following animals over weaning age per half acre of outdoor enclosure area where said animals are of the following livestock species: 1. horses; 2. mules; 3. donkeys; 4. cows; Page 241 of 244 ORDINANCE NO. 9934(Cont.) - 8 - 5. sheep; 6. goats; and 7. llamas; (i.e. two acres of outside enclosure area may be occupied by two horses and two cows, not four horses and four cows). B.No person, except for commercial retail establishments that offer live fowl (including excluding chickens) for retail sale and governmental and/or non-profit educational facilities, shall keep or maintain on his or her property any fowl (including excluding chicken hens) in a number that exceeds four (4) per one acre with a minimum of land being one (1) acre (i.e., two acres may be occupied by eight (8) fowl). C. No person shall keep or maintain on his or her residential property chicken hens in a number that exceeds eight (8), with no less than three (3) on any lot of less than one (1) acre in size. No person shall keep or maintain on his or her residential property chicken hens in a number that exceeds twenty-four (24) chicken hens per one (1) acre (i.e., two (2) acres may be occupied by forty-eight (48) chicken hens). D.All properties which do not comply with subsection (A) or (B) shall either be brought into compliance by October 3, 2006 or shall obtain a conditional use permit as provided by §36-88 of this Code. The issuance of the conditional use permit shall be subject to the following conditions: 1. A description of the species and numbers of animals to be kept on the premises during the term of the conditional use permit shall accompany this application. 2. Written waivers approving the proposed conditional use permit shall be obtained from all persons residing within one hundred fifty (150.0) feet of the subject property and shall accompany the application. 3. If the subject property shall be brought into compliance with Section (A) or (B) above for one hundred eighty (180) or more consecutive days, the conditional use permit shall terminate and shall not be renewed or reissued. E.No residential property shall have more than fifteen (15) rabbits of weaning age at any one time. F.No residential property shall have more than thirty (30) birds over six months of age at any one time. G.For the purposes of this section, the number of animals permitted to be kept under subsection (A) shall be reduced by one if rabbits are also kept on said property, and also by one if birds or fowl are kept on said property. H.No residential property shall have more than four dogs and/or cats over three months of age. I.No residential property shall have more than four different species of animals sheltered and/or enclosed outside the residence. Page 242 of 244 ORDINANCE NO. 9934(Cont.) - 9 - 5-27 Restricted Sale of Chicks and Ducklings Chickens or ducklings younger than eight weeks of age may not be sold in quantities of less than twenty-five three (3) to a single purchaser. 5-34 Running at Large; Restraint Required It shall be unlawful for any owner to suffer or permit any dog, cat, chicken or other animal to run at large within the corporate limits of the City of Grand Island. “Running at Large” shall mean any dog or other animal off the premises of the owner and not under the immediate control of a person physically capable of restraining the animal by holding a leash, cord, chain, rope, cage or other suitable means of physical restraint or if the animal is out of doors on the premises of the owner, the animal shall be in an adequate fenced in area or securely fastened to a leash, chain, or trolley system that is of a size and weight appropriate to the size, weight and temperament of the animal to prevent the animal from leaving the owner’s premises. It shall be the duty of Animal Control Authority or other appropriate city law enforcement officer to impound any animal found running at large within the City of Grand Island. Every dog animal found running at large in violation of this or any other section of the Grand Island City Code is declared to be a public nuisance and may be impounded at the discretion of the Animal Control Authority or other appropriate city law enforcement officer. 5-41.1 Roosters Prohibited No person shall keep or maintain roosters or hens that crow on his or her property within the city, except for commercial retail establishments who offer live fowl or chickens for retail sale, and governmental and/or non-profit educational facilities. SECTION 2. Any ordinance or parts of ordinances in conflict herewith be, and hereby are, repealed. SECTION 3. This ordinance shall be in force and take effect from and after its passage and publication, within fifteen days in one issue of the Grand Island Independent as provided by law. Enacted: June 13, 2023 ____________________________________ Roger G. Steele, Mayor Page 243 of 244 ORDINANCE NO. 9934(Cont.) - 10 - Attest: ________________________________ RaNae Edwards, City Clerk Page 244 of 244