BUTLER COUNTY BOARD OF COMMISSIONERS Public Meeting Wednesday, April 9, 2025 10:00 AM AGENDA I. CALL MEETING TO ORDER . MOMENT OF SILENT PRAYER/PLEDGE OF ALLEGIANCE Il. PUBLIC COMMENT ON AGENDA ITEMS MV. APPROVAL OF MINUTES -March 26, 2025, Public Meeting V. PROCLAMATIONS AND PRESENTATIONS A. Being presented today: 412 Thrive Day in Butler County - April 12, 2025 National Library Week - April 6-12, 2025 Education and Sharing Day - April 9, 2025 Child Abuse Prevention Month - April 2025 VI. FINANCE REPORT VIl. OLD BUSINESS VIII. BOARD OF ELECTIONS A. Relocation of the following polling place: 1. CONCORD TOWNSHIP From: Concord Presbyterian Church, 673 Hooker Road, West Sunbury, PA 16061 To: North Washington Firehall, 2225 Oneida Valley Road, Petrolia, PA 16050 IX. NEW BUSINESS A. Court Administration 1. Approval of a three-year renewal Integration Agreement with Multi-Health Systems, Inc., for the risk/needs assessment utilized for offenders in Adult Probation. 2. Approval to reduce the current awarded amount of PCCD Grant #43924 funding by $5,100 for the Day Reporting Center (DRC) Program for FY 2024/25. Based on the review of consultant expenses thus far for 2024/25, we project that we will not be able to expend the full amount awarded under consultants by 6/30/25. 3. Approval of the Moraine Conservation and Sportsmen's Association Hall Rental Agreement in the amount of $600 for the period 5/12/25 through 5/15/25, for five new employees to attend firearms basic training. B. Facilities & Operations 1. Approval of a Johnson Controls Fire Protection LP Quotation in the amount of $18,925.36 for fire alarm panel upgrade to existing Simplex Transponder, with authorization for the Chairman to sign. C. Human Resources 1. Approval of the two-year renewal Syntrio License Agreement for employee training (4 courses) in the amount of $16,582.50 for 2025, and in the amount of $18,240.75 for 2026, with authorization for the Chairman to sign. D. Human Services - (See Attachment Book for details) 1. Approval of the contract amendment for the period 7/1/24 - 6/30/25, with ANR Amendment #3 - amended to add an additional $100,000 to the Shared Ride Cost Settlement and to change the Intellectual Functioning Evaluation to $550. E. Human Services - Children and Youth (See Attachment Book for details) 1. Approval of four Agreements with Avanco International Inc. related to the Child Accounting and Profile System Application (CAPS-CYS data management system) for the period 7/1/25 - 6/30/26: Authorized User 24/7 access (up to 65 users) in the amount of $41,391.22. Consulting contract not to exceed $50,000. Butler County's share for the development of the CWIS 2025/26 in the amount of $4,462.97. Upgrades, which include changes necessary to keep the system in compliance with the federal and state mandates for reporting. Butler County is 1 of 56 counties sharing in the cost of the upgrades; part of the approval includes the authorization for the Chairman to sign the agreement. HIPAA Business Associate Agreement. Part of the approval includes the authorization for the Chairman to sign. AFCARS Upgrade and Maintenance totaling $3,607.66. Part of the approval includes the authorization for the Chairman to sign. F. Human Services - Drug & Alcohol (See Attachment Book for details) 1. Approval of the following contract amendments with the Center for Community Resources for the period 9/30/24 - 6/30/25 for the following: a. SOR IV - Housing & Housing Focused Case Management, cost reimbursed up to a maximum amount of $58,250. b. Housing Focused CM Services, cost reimbursed up to a maximum of $58,250. 2. Approval of the contract amendment with the Center for Community Resources for the period 7/1/24 - 6/30/25 for the American Rescue Plan Act (ARPA) - (Housing Funding), cost reimbursed up to a maximum amount of $50,000. G. Human Services - Area Agency on Aging 1. Approval to enter into a Consulting Agreement with Brush Development Company for the Managing Sundowning and Wandering" Virtual Workshop Presentation scheduled for 5/15/25. The State Regional ADRC Coordinator has approved this event; the cost is $500; there are no County funds involved; payment will be made from Aging TXIX ADRC Funding. H. Parks and Recreation 1. Approval to close the dog park for up to six weeks (4/21 - 5/30) to make improvements and repairs to fencing, lawn areas (aerate/seed) and other areas as needed, based on the recommendation of the Parks and Recreation Advisory Board. 2. Approval to enter into an agreement with Pyrotecnico Fireworks, Inc. in the amount of $15,550 for the fireworks display at the Community Day event scheduled for 7/2/25 (weather permitting), with authorization for the Chairman to sign. I. Planning - CDBG 1. Approval to advertise for bids for Phase 2 of the McCandless Road Reconstruction project in Slippery Rock Township. 2. Approval to reallocate $31,907 of the 2024 CDBG Housing Rehabilitation funds to the West Sunbury Borough Sewer Equipment project. 3. Approval to advertise for bids or receive quotes on the West Sunbury Borough Sewer project. J. Planning - Recycling and Waste Management 1. Approval to enter into Municipal Waste Processing and Disposal Service Contracts with the landfills listed below. Under the requirements of Pa. Act 101, counties must secure guaranteed landfill space for use by their municipal waste haulers for a period of ten years. The owners of the landfills listed below submitted complete proposals, meeting legal, technical, operational and financial requirements. There is no cost or liability to the county, and municipal waste haulers operating within Butler County are required to use the landfills under contract. a. Owner: Denaples, CES Landfill - Hegins, PA/Keystone Sanitary Landfill - Dunmore, PA b. Owner: Joseph Brunner, JJ Brunner Landfill - Zelienople, PA C. Owner: Noble Environmental, Greentree Landfill - Kersey, PAWWestmoreland Landfill - Belle Vernon, PA d. Owner: Waste Management, Arden Landfill - Washington, PA/Lake View Landfill - Erie, PA/Laurel Highlands - Johnstown, PA/Monroeville Landfill - Monroeville, PA/Northwest Sanitary Landfill - West Sunbury, PA (with the understanding that this landfill is in the process of closing, at which time the contract will end)/South Hills Landfill - South Park, PA/alley Landfill - Irwin, PA e. Owner: Vogel Holdings, Seneca Landfill - Mars, PATri-County Landfill - Grove City, PA (with the understanding that no waste can be accepted at this landfill from Butler County until final construction certifications are submitted and reviewed by the county/currently permitted and under consructon/westpont Renewables - Lisbon, OH (with the understanding that no waste can be accepted at this landfill from Butler County until final construction certifications are submitted and reviewed by the county/currently permitted and under construction) K. Property & Revenue 1. Approval of settlement of 230 E. Jefferson LLC assessment appeal; Case No. 2024- 40317. 2. Approval of settiement of 230 E. Jefferson LLC assessment appeal; Case No. 2024- 40316. 3. Approval of settiement of Rise Opportunities I LLC assessment appeal; Case No. 2024-40313. 4. Approval of settlement of Silver Grouse LLC assessment appeal; Case No. 2024- 40353. 5. Approval to sell the following five properties from the Repository list, with authorization for the Chairman to sign: 1. Parcel #020-1F1206-0001, Allegheny Township, currently in the name of Greg R Whittenberger & Took Enter LLC to Tiffany Riley for a bid of $600.00. 2. Parcel #052-28-J170-0000, Butler Township, Ward 2, currently in the name of Hazlett & McCollough to lan McCue for a bid of $600.00. 3. Parcel #052-29-A190-0000, Butler Township, Ward 2, currently in the name of Roy M Greenawalt to Daniel P Stutz for a bid of $1,050.00. 4. Parcel #561-29-111-0000, Butler City, Ward 1, currently in the name of Calvin L& Gladys E Fair to Daniel P Stutz for a bid of $600.00. 5. Parcel #561-37-223-0000, Butler City, Ward 1, currently in the name of Lois J Patton to Dustin Kepple for a bid of $600.00. L. Commissioners 1. Approval of Resolution No. 2025-05, which certifies the local match commitment in the amount of $34,890 for operating expenses or capital expenses for the Butler Transit Authority for the period 7/1/25 - 6/30/26. Butler County receives $24,890 from several entities to cover a portion of this match commitment. This Resolution is submitted by the Transit Authority as part of their annual grant application. 2. Approval of Resolution No. 2025-06, which certifies the Section 1513 Transportation Funds local match commitment in the amount of $73,757 for operating or capital expenses for the Butler Transit Authority for the period 7/1/25 - 6/30/26. This Resolution is submitted by the Transit Authority as part of their annual grant application. X. APPROVAL OF BUDGETARY TRANSFERS, RATIFICATION OF PERSONNEL TRANSACTIONS, TRAVEL REQUESTS, REQUISITIONS AND CHECK REGISTER XI. CONFERENCE TIME WITH MEDIA XII. PUBLIC COMMENT ON GENERAL ITEMS XIll. ADJOURNMENT BUTLER COUNTY COMMISSIONERS MEETING SCHEDULE NEXT PUBLIC MEETING: Wednesday, April 23, 2025, at 10:00 a.m. Public Meeting Room, 1st Floor Government Center Public Meeting Calendar is available online at https:l/www.buttercountypa.gov NOTE: Agenda is subject to change due to unforeseen circumstances. BUTLER COUNTY BOARD OF COMMISSIONERS Public Meeting Wednesday, March 26, 2025 10:00 a.m. MINUTES PRESENT: VISITORS: Chairman Leslie Osche Reid Ahl, Butler Township Commissioner Kimberly Geyer Karen Barbati, Lancaster Township Commissioner Kevin Boozel Jessamyn Butler, Slippery Rock Julie Graham, Solicitor Carol Christner, Clinton Township Ann Brown, Budget & HS Finance Director Catherine Lalonde, Lancaster Township Maria Malloy, Deputy Clerk Jessica Lee, Slippery Rock Lori Shah, Admin. Assistant Charles Tanner, Butler Township Pam Hammonds, Admin. Assistant Matthew' Vickless, Commissioners' Office Shawn Pugh, Commissioners' Office Laura Ankrom, Controller's Office Steve Bicehouse, Emergency Services MEDIA: John Campbell, Commissioners' Office Steve Ferris, Butler Eagle Billie Jo Edwards, Area Agency on Aging Tyler Friel, Butler Radio Mark Gordon, Planning Candace Graff, Court Administration Kevin Gray, Planning - Bridges Mike Hillwig, F&O Bill Kepple, Human Services Wendy Leslie, Planning = CDBG Chantell McCurdy, Elections Jennifer Newton, Planning = CDBG Beau Sneddon, Prison Jim Venturini, IT Lance Welliver, Parks and Recreation Nathan Werner, Planning CALL MEETING TO ORDER The regular public meeting of the Butler County Board of Commissioners was called to order by Chairman Leslie Osche at 10:01 a.m. on Wednesday, March 26, 2025, in the Public Meeting Room, 1st Floor Government Center. MOMENT OF SILENT PRAYER/PLEDGE OF ALLEGIANCE A moment of silent prayer was observed, followed by the Pledge of Allegiance. PUBLIC COMMENT ON AGENDA ITEMS No public comment was made. APPROVAL OF MINUTES Chairman Osche called for a motion to approve the March 12, 2025 Public Meeting minutes. 1 Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. PROCLAMATIONS AND PRESENTATIONS Being presented today: National Bleeding Disorders Awareness Month = March 2025 Previously e-mailed: Pennsylvania Safe Digging Month = April 2025 FINANCE REPORT Ann Brown presented the January 31, 2025 Finance Report. OLD BUSINESS None BOARD OF ELECTIONS A. Chantell McCurdy requested approval to implement Knowink Poll Pads, contingent upon COSTARS verification by the Procurement Director and approval to purchase by the County Commissioners. Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. B. Chantell McCurdy requested approval to implement the EasyVote Campaign Finance module, pending approval to purchase by the County Commissioners. Commissioner Boozel made the motion; seconded by Commissioner Geyer. The motion carried unanimously. C. Chantell McCurdy requested approval to add the following referendum question to the 5/20/25 ballot for Clinton Township (this referendum has been reviewed and approved by the Solicitor): Do you favor the granting of liquor licenses for privately-owned public golf courses for the sale of liquor in Clinton Township by Saxon Golf Course, Inc. of Butler County, PA: Yes No Commissioner Boozel made the motion; seconded by Commissioner Geyer. The motion carried unanimously. D. Discussion to relocate the following polling place: 1. CONCORD TOWNSHIP From: Concord Presbyterian Church, 673 Hooker Road, West Sunbury, PA 16061 To: North Washington Firehall, 2225 Oneida Valley Road, Petrolia, PA 16050 Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. NEW BUSINESS A. Coroner's Office 1. On behalf of Coroner William F. Young, Solicitor Julie Graham requested approval of a Forensic Services Agreement with Dr. Willis Ashton Ennis, M.D., independent contractor. 2 Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. 2. On behalf of Coroner William F. Young, Solicitor Julie Graham requested approval of a Forensic Services Agreement with Brittany Harmon, independent contractor, for services including, but not limited to, that of an autopsy technician, in the amount of $225/autopsy. Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. B. Court Administration 1. Candace Graff requested approval of an Estimate with Weyman's Landscape for landscaping services for 2025 for the Cranberry Magistrate District Office, with authorization for the Chairman to sign. Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. 2. Candace Graff requested approval of a Proposal from Guardian Protection for a one-time cost of $807.96 for the equipment and installation of a "cell communicator" and a reoccurring monthly monitoring cost of $9.99 that will be added to the Saxonburg MDJ monthly invoice, for a new monthly cost of $52.98. Guardian Protection provides panic alarm security for seven MDJ offices. These alarms functioned through an analog phone line; the Saxonburg office was one of the first to have upgraded phone services, and no longer has access to analog (POTS) phone lines, with authorization for the Chairman to sign. Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. 3. The following item was removed from today's agenda: the approval that as analog (POTS) phone lines are becoming obsolete, this is a solution that will be used in other MDJ offices as those phone lines get phased out. Requesting approval to initiate the same service and equipment, at the same cost, with any other MDJ office, as is required, without additional need for approval. C. Elections 1. Chantel McCurdy requested approval to purchase Knowink Poll Pads and enter into a three-year software and licensing agreement, contingent upon COSTARS verification by the Procurement Director and approval to purchase by the County Commissioners, with authorization for the Chairman to sign. This will be accomplished with two purchase orders ($34,720 for 10 units and $306,275 for 145 units, includes annual fees for three years). Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. 2. Chantel McCurdy requested approval to purchase the EasyVote Campaign Finance module (initial purchase price of $6,100, with an annual fee of $4,600), with authorization for the Chairman to sign. Commissioner Boozel made the motion; seconded by Commissioner Geyer. The motion carried unanimously. 3 D. Emergency Services 1. Steve Bicehouse requested approval to apply for the Radiation Emergency Response Funds (RERF) Grant in the amount of $8,545. Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. 2. Steve Bicehouse requested approval to apply for the Hazardous Material Response Fund (HMRF) Grant in the amount of $15,000. Commissioner Boozel made the motion; seconded by Commissioner Geyer. The motion carried unanimously. 3. Steve Bicehouse requested approval of an MOU with the ICORRS Group adding Allegheny and Washington Counties to the group, pending Solicitor approval. Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. 4. Steve Bicehouse requested approval of a Change Order with Motorola Solutions adding Managed Detection for cybersecurity, as well as updating the Software Update Agreement and Master Site Maintenance. Butler County would be responsible for 9.09% of the yearly cost. For 2026, this would be $21,526.10. The Agreement runs through 2033. These costs are currently paid out of the 15% 911 funding for the Master Site Maintenance, and eligible under the 911 85% funding for the Software Update Agreement, pending Solicitor approval, with authorization for the Chairman to sign. Commissioner Boozel made the motion; seconded by Commissioner Geyer. The motion carried unanimously. E. Facilities & Operations 1. Mike Hillwig requested approval of an Invoice with Allegheny Safe & Lock for security doors software/storage fee renewal in the amount of $5,810 ($35/door X 166 doors), with authorization for the Chairman to sign. Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. F. Human Services = Drug & Alcohol (See Attachment Book for details) 1. Bill Kepple requested approval to reappoint John Johnson to the D&A Advisory Board for the term 4/1/25 - 3/31/28. Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. 2. Bill Kepple requested approval of the contract amendment for SPHS Care Center Amendment #1 = contract amended to include additional SOR funding for Certified Recovery Support (CRS) Services for the period 9/30/24 - 6/30/25, cost reimbursed up to a maximum amount of $45,000. Commissioner Boozel made the motion; seconded by Commissioner Geyer. The motion carried unanimously. 4 G. Human Services (See Attachment Book for details) 1. Bill Kepple requested approval of the contract amendment for Onewell Amendment #4 - to add Companion at the cost of $8.33/15 minute unit. Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. H. Human Services - Children & Youth (See Attachment Book for details) 1. Bill Kepple requested approval of the following Butler County Children and Youth/Juvenile Probation rate correction and service removal from 3/12/25 BOC Public Meeting: a. Family Links - Verona Boys Shelter = Correct Rate Total $835.92/per diem b. Phoenix = Remove service from contract = Total $1,030.69/per diem Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. I. Human Services - Area Agency on Aging 1. Billie Jo Edwards requested approval of the Senior Farmers' Market Nutrition Program Agreement for Local Agencies from the U.S. Department of Agriculture. The grant agreement is for the period 10/1/24 - 9/30/25; the total amount is up to $2,500. The agreement allows our agency to provide vouchers to eligible senior citizens of Butler County for produce at local farm markets. Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. J. Information Technology 1. Jim Venturini requested approval of a Quote from Aspire Technology Partners to upgrade the existing Crestron System to support video conferencing in the Planning's UL conference room, in the amount of $38,192, with authorization for the Chairman to sign and for the IT Director to sign related Statement of Work, contingent upon confirmation of cooperative purchasing agreement. Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. K. Parks and Recreation 1. Lance Welliver requested approval and official announcement of the selected municipality recipients of the 2025 Butler County Local Park Renovation Grant Program, based on the recommendation of the Parks and Recreation Advisory Review Committee as follows: * Adams Township Bruin Borough Butler Township Clay Township Chicora Borough Cranberry Township East Butler Borough Eau Claire Borough Evans City Borough Harmony Borough Jefferson Township Penn Township Slippery Rock Borough 5 Commissioner Boozel made the motion; seconded by Commissioner Geyer. The motion carried unanimously. L. Planning = Bridges 1. Kevin Gray requested approval of an Agreement between the County of Butler and the Butler City-County Connoquenessing Creek Flood Control Authority for mowing along the Connoquenessing, with the agreement expiring on 12/31/25. Commissioner Boozel made the motion; seconded by Commissioner Geyer. The motion carried unanimously. 2. Kevin Gray requested approval for permission to work with the Solicitor to start the process of vacating a bridge in Venango Township on Goff Station Road. Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. M. Planning - CDBG 1. Wendy Leslie requested approval of modification of Slippery Rock Township CDBG funds: Slippery Rock Township held a public hearing on Monday, 3/24/25, to allow for public comment on modifying 2022, 2023 and 2024 funding to Phase 2 of McCandless Road Reconstruction. Phase 1 of McCandless Road was completed in 2024. However, the road needs more work. There were funds allocated to McCandless Road in 2022 (balance of $42,090.61), and 2023 ($103,231). The township's 2024 allocation was for Pink Road ($101,558) which will be reallocated to McCandless Road Phase 2. The Pink Road project would be eliminated using CDBG funding and the township will address those issues at a later date in time. Total reallocation for the years 2022, 2023 and 2024 funds for McCandless Road Phase 2 is $246,879.61 towards the project, with authorization for the Chairman to sign. Commissioner Boozel made the motion; seconded by Commissioner Geyer. The motion carried unanimously. N. Prison 1. Warden Beau Sneddon requested approval of a Support Renewal Notice with TimeKeeping System, Inc. (Guard 1), in the amount of $1,565, for the period 4/1/25 - 4/1/26, to record security rounds. Commissioner Boozel made the motion; seconded by Commissioner Geyer. The motion carried unanimously. O. Commissioners 1. John Campbell reported on the results of the bid opening for 215 N. Duffy Road for the General Contractor (see attached Attachment A). 2. John Campbell requested approval of all five contracts for 215 N. Duffy Road as follows, with authorization for the Chairman to sign: a. General Contractor - Massaro Corporation, Pittsburgh, PA, $3,257,138.20 (Base Bid, Alternate #1, Unit Price #1, #2, #3 and #4) Commissioner Boozel made the motion; seconded by Commissioner Geyer. The motion carried unanimously. 6 b. Plumbing - Newman Plumbing, Inc., Zelienople, PA, $321,800 Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. C. HVAC - Lugaila Mechanical, Inc., Pittsburgh, PA, $1,220,000 Commissioner Boozel made the motion; seconded by Commissioner Geyer. The motion carried unanimously. d. Electrical = Alderson Crawford Electric, Mercer, PA - $654,929.68 Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. e. Fire Suppression : J & J Protection Co., Inc., Butler, PA - $121,300 Commissioner Boozel made the motion; seconded by Commissioner Geyer. The motion carried unanimously. APPROVAL OF BUDGETARY TRANSFERS, RATIFICATION OF PERSONNEL TRANSACTIONS, TRAVEL REQUESTS, REQUISITIONS AND CHECK REGISTER Commissioner Geyer made the motion; seconded by Commissioner Boozel. The motion carried unanimously. CONFERENCE TIME WITH MEDIA PUBLIC COMMENT ON GENERAL ITEM Reid Ahl spoke regarding the U.S. Agency on International Development (AID). Charles Tanner also spoke briefly on the U.S. Agency on International Development (AID). Catherine LaLonde spoke regarding the SW Area Agency on Aging/Medicaid. Karen Barbati spoke regarding the election process and EasyVote. ADJOURNMENT There being no further business, Chairman Osche called for a motion to adjourn. Commissioner Boozel made the motion; seconded by Commissioner Geyer. The motion carried unanimously. The meeting was adjourned at 11:44 a.m. Respectfuly submitted, Pam Hammonds Administrative Assistant Approved: BUTLER COUNTY COMMISSIONERS MEETING SCHEDULE: NEXT PUBLIC MEETING: Wednesday, April 9, 2025, at 10:00 a.m. LOCATION: Public Meeting Room, 1st Floor Government Center Public Meeting Calendar is available online at htps:www.butercountypa-gov NOTE: Agenda is subject to change due to unforeseen circumstances. Attachment A General Total Bid Base Bid Alternate #1 Alternate #2 Unit Price Unit Price #2 Unit Price #3 Unit Price #4 Contractor Add Increase #1 Remedial Repointing of CMU Block Pickleball Asphalt Alternate Floor Coating CMU Walls Replacement Court Paving Flooring or per LF per Sq. Foot Thickness Adhesive Membrane per Sq. Foot per Sq. Foot Massaro $3,331,138.20 $3,132,000 $125,000 $74,000 $1.20 $7.00 $10.00 $120.00 Corporation, Pittsburgh, PA Fleeher $3,823,269.25 $3,661,214 $83,940 $78,000 $1.25 $6.00 $8.00 $100.00 Contracting LLC, Cecil, PA CONTRACT NO.: MHS APILINT-060125 INTEGRATION AGREEMENT BETWEEN: MULTI-HEALTH SYSTEMS INC., a corporation incorporated under the laws of the Province of Ontario, having its principal place of business at 3770 Victoria Park Ave., Toronto, Ontario, M2H 3M6, Canada and Affiliates ("MHS"), AND: BUTLER COUNTY ADULT PROBATION, a corporation incorporated under the laws of the United States of America, having its principal place of business at 124 West Diamond Street, P.O. Box 1208, Butler, PA, 16003-1208, U.S.A. ("Customer"). NOW THEREFORE in consideration of the mutual covenants and obligations contained herein and other good and valuable consideration, the receipt and: sufficiency of which are hereby acknowledged, MHS and Customer agree as follows: 1. DEFINITIONS Int this Agreement, the following terms shall have the following meanings: 1.1 "Affiliate" means any entity, directly ori indirectly controlled by, or under direct or indirect common control with, such entity or one or more oft the other Affiliates of that entity (or a combination thereof). For the purposes of this definition, an entity shall control another entity if the first entity (a) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of the other entity, or (b) has the ability to elect a majority of the directors (or other governing body) of the other entity. 1.2 "Additional Term" has the meaning described in Section 3.1. 1.3 "AP!" means application programming interface, a method of accessing a remote service or computer using standard internet protocols. Also referred to as "REST API". 1.4 "Assessment" means an instance of an MHS Measure that has been created to evaluate a Respondent as outlined in the corresponding Measure documentation. 1.5 "Automation" means a triggered business process or activity that a step in the Measure Lifecycle can initiate to advance the Measure Lifecycle or the Assessment forward. 1.6 "Business Day" means any day other than a Saturday, Sunday or statutory holiday in the Province of Ontario. 1.7 "Commodity Taxes" means all commodity taxes, including but not limited to, all sales, retail, use, goods and services, harmonized, value added, excise and similar taxes imposed, levied or assessed by any Government authority, other than taxes in the nature of a tax on income or capital. 1.8 "Confidential Information" means, with respect to either Party, any information that is confidential to such Party including its services, products and related information, training, assessments, tests, technical data, specifications and know-how relating to both existing and planned products, services, trade secrets, data, business, marketing, customer, partner and financial information, computer software, algorithms, processes, source code, operating and testing procedures, accounting and personnel records, and, without limiting the generality of the foregoing, all information identified at the time of disclosure as being confidential and all oral disclosure reduced to writing and marked as being confidential. Without limiting the generality of the foregoing, "Confidential Information" shall include the terms and conditions of this Agreement. 1.9 "Consumption" means the computational resources, computing, and storage to fulfill a single API-based request. An Assessment that goes through the Measure Lifecycle generates multiple consumption events. 1.10 "Deliverables" has the meaning described in Section 2.1. 1.11 "Indemnified Party" has the meaning described in Section 5.1. Page 1 of 15 CONTRACT NO.: MHS APLINT-060125 1.12 Indemnifying Party" has the meaning described in Section 5.1. 1.13 "Initial Term" has the meaning described in Section 3.1. 1.14 "Intellectual Property Right" means any right that is or may be granted or recognized under any Canadian or foreign legislation regarding patents, copyrights, neighbouring rights, moral rights, trade-marks, trade names, trade secret, service marks, industrial designs, integrated circuit topography and any other statutory provision or common or civil law principle regarding intellectual and industrial property, whether registered or unregistered, and including rights in any application for any of the foregoing. 1.15 "Janus" means the MHS platform for Measure delivery of an API. 1.16 "Job Code" means a non-unique identifier that a Customer can set to create a relationship between one or more Assessments for the purpose ofa aggregating: and reporting multiple Sessions for a designated group of Respondents, a billing category, or for other business clustering goals of the Customer. 1.17 "Measure" means a psychological or psychometric test that looks for markers or indicators in data, calculates values, and presents the values in a narrative or data-oriented format. When a Measure is used to assess or evaluate a Respondent, an Assessment is created. 1.18 "Measure Lifecycle" means the phases a Measure goes through when progressing through to the results of an Assessment. The Measure Lifecycle begins with Data Gathering (sometimes referred to as a form or questionnaire) where data observations are collected; Evaluation (sometimes referred to as scoring) where outcomes are generated; and Enrichment (sometimes referred to as reporting) where visualization and narratives are created. 1.19 "MHS Brand Identity Guidelines" means a set of rules regarding visual elements of an MHS brand, including but not limited to, color, design, logo type, name and symbol. 1.20 "MHS Intellectual Property" means all MHS proprietary materials or services including but not limited to, Janus, Measures, Measure Lifecycle, Professional Services, all related documentation thereto inclusive of MHS manuals, trainings, presentations, Trademarks, and any adaptations, translations or derivatives thereof whether in whole or in part that may be included or form part of any Deliverable or Solution. 1.21 "Party" means either Customer or MHS. Any reference to a Party includes its successor and permitted assigns, and "Parties" means both Customer and MHS. 1.22 "Professional Services" means all services delivered by MHS (including, without limitation, implementation, training, and development services), as further specified in Schedule B. 1.23 Representatives" has the meaning described in Section 6.1. 1.24 "Respondent" means an individual who is assessed, evaluated, or completes the Measure through the use of the Solution. 1.25 Respondent Content" has the meaning described in Section 2.3. 1.26 "Session" means the steps undertaken, in practice and in service, for a Measure to create an Assessment. 1.27 "Session ID" means a unique identifying value for a Session wherein a Measure creates an Assessment by progressing through the Measure Lifecycle. 1.28 "Solution" means all Deliverables from MHS to Customer including Measures, the API documentation and MHS Professional Services that together form the Deliverables. 1.29 "Statement of Work" means the specifications as set out in Schedule A, Statement of Work. 1.30 Term" has the meaning described in Section 3.1. Page 2 of15 CONTRACT NO.: MHS APILINT-060125 1.31 "Territory" means the United States of America. 1.32 Trademarks" means MHS' trademarks, trade names, service marks or logos related to the Solution or other MHS proprietary products and services. 2. OBJECT 2.1 MHS agrees to provide to Customer the Solution and anyrelated deliverables (the Solution, Professional Services, Measures, and the API documentation are sometimes collectively referred to herein as the "Deliverables"), subject to the terms and conditions set forth in this Agreement. The Deliverables may be provided by Customer only through professional individuals qualified according to Customer's qualification, MHS' Guidelines for Certification and Usage or the guidelines of the American Psychological Association or equivalent local authority within the Territory. 2.2 Subject to the terms and conditions of this Agreement, MHS hereby grants to Customer the non-exclusive right, during the Term, to administer and use the Deliverables in the Territory. Customer shall not exercise any of the rights granted herein outside the Territory. 2.3 Customer hereby grants a royalty-free, non-exclusive, non-transferrable license to copy, store and display all data, files, documentation, or any other information that Customer may upload into the Solution (the "Respondent Content") solely and exclusively for the purpose of enabling MHS to deliver the Solution under this Agreement. MHS may use depersonalized information collected from Customer's use of the Solution to generate usage data, statistics, and other aggregate and non- aggregate information, and may use and share such data for any lawful purpose. 2.4 All Intellectual Property Rights in and to the Solution and MHS Intellectual Property, shall remain vested and shall be the exclusive property of MHS. These rights are protected by Canadian intellectual property right laws, international treaty provisions and other applicable national laws. During or after the Term, Customer shall not, in any manner, infringe such rights or contest or dispute the validity, enforceability or ownership thereof. Customer shall not use the Solution, Deliverables, or MHS Intellectual Property in whole or in part for the development of another psychometric instrument or competitive offering, either product or service or for any other purpose than those outlined in this Agreement. 3. TERM AND TERMINATION 3.1 The term ofthis Agreement shall commence on. January: 1, 2025 ("Effective Date") and shall expire three (3) years thereafter (the "Initial Term"), unless either Party terminates this Agreement earlier in the manner permitted in this Section 3. Should the Parties agree to renew or extend the Agreement, the Parties shall have entered into discussions at least sixty (60) days prior to such expiry. The Parties are under no obligation to renew or extend the Agreement. 3.2 Notwithstanding the Initial Term, either MHS or Customer shall have the right to terminate this Agreement upon delivery of three (3) months prior written notice to the other Party. 3.3 In addition to any other rights and remedies available to it, either Party may immediately terminate this Agreement in the event of material breach by the other Party of its obligations hereunder, provided that such breach is not cured within thirty (30) days after delivery of written notification by the terminating Party of such breach. 3.4 Either Party shall be entitled to terminate this Agreement immediately upon written notice in the event of the other Party's insolvency, receivership, voluntary or involuntary bankruptcy or in the event that the other Party ceases to carry on business. 3.5 Termination or expiration ofa all or part of this Agreement shall not relieve a Party from any obligation or liabilitywhose term extends beyond the date of termination or expiration of the Agreement, or any amounts owing, accrued or entered into prior to the time that such termination becomes effective. 3.6 Upon termination or expiration of this Agreement: (a) all rights granted to the Solution and Deliverables, its elements and/or components shall cease immediately; (b) any amounts due by Customer, and interest on any outstanding invoices shall become due and payable on the date of termination or expiry of this Agreement; and Page 3 of 15 CONTRACT NO.: MHS APIINT-060125 (c) Customer shall immediately remove or destroy any and all MHS Intellectual Property, MHS Confidential Information and all other proprietary materials of MHS ini its possession or control. 3.7 Sections 3.5, 4, 5, 6, and 10 shall survive the termination of this Agreement. 4. DISCLAIMER AND LITIGATIONS 4.1 Disclaimer MHS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS: (A) THAT1 THE DELIVERABLES SHALL BE FREE OF DEFECTS, BUGS OR ERRORS, OR THAT THE SOLUTION SHALL BE PERFORMED IN AN UNINTERRUPTED OR ERROR-FREE MANNER, (B) THATTHE DELIVERABLES MEET CUSTOMER'S REQUIREMENTS, SATISFY CUSTOMER's PARTICULAR BUSINESS, LEGAL, TECHNOLOGIÇAL OR OTHER NEEDS OR ARE OTHERWISE FIT FOR CUSTOMER'S PARTICULAR PURPOSES. THE WARRANTIES SET FORTH IN SECTION 9 ARE THE ONLY WARRANTIES GIVEN BY MHS WITH RESPECT TO THE DELIVERABLES. TO THE EXTENT LEGALLY PERMITTED, THE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER ARISING BY LAW, STATUTE, USAGE OR OTHERWISE. 4.2 Limitations of Liability (1) NOTWITHSTANDING ANYTHING CONTRARY IN THIS AGREEMENT, MHS' AGGREGATE LIABILITY TOWARDS CUSTOMER, ITS RESPONDENTS, AFFILIATES OR OTHER RELATED PERSONS OR REPRESENTATIVES IN RELATION TO OR ARISING UNDER THIS AGREEMENT (INCLUDING FOR BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, CONTRACTUAL OR EXTRA-CONTRACTUAL LIABILITY, INCLUDING NEGLIGENCE OR/ ANY OTHERLEGAL OR EQUITABLETHEORY OR ANY THIRD PARTY CLAIM), SHALL BE LIMITED TO ACTUAL AND DIRECT DAMAGES AND SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO MHS BY CUSTOMER AS FEES FOR THE APPLICABLE DELIVERABLE DURING THE PERIOD OF TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE BREACH OR THE ACT GIVING RISE TO MHS' LIABILITY. IN NO EVENT SHALL MHS BE LIABLE FOR DAMAGES IN RESPECT OF GENERAL, INCIDENTAL, AGGRAVATED, PUNITIVE, EATRA.CONTRACTUAL EXEMPLARY, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF BUSINESS REVENUE, LOSS OF PROFITS, LOSS OF GOODWILL, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF MHS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (ii) THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 4 SHALL APPLY EVEN IF A LIMITED WARRANTY OR LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 5. INDEMNIFICATION 5.1 Indemnification Subject to the limitations set forth in Section 4, each Party (the "Indemnifying Party") shall indemnify and hold the other Party (the "Indemnified Party") harmless from and against any claims, demands, actions, causes of action, judgments, damages, losses, liabilities, costs or expenses (including interest, penalties and reasonable attorneys and experts' fees and disbursements), which may be made against the Indemnified Party or which the Indemnified Party may suffer or incur as a result of, arising out of or relating to: (a) any violation, contravention or breach of any covenant, agreement or obligation ofthel Indemnifying Party under or pursuant to this Agreement; or (b) any incorrectness in, or breach of, any representation or warranty made by the Indemnifying Party pursuant to this Agreement. Notwithstanding anything contrary in this Agreement, any default to conform to the performance: standards and: service level for the Solution shall not give rise to any indemnification obligation by MHS. 5.2 Infringement Ift the delivery of the Solution, or portions thereof, in MHS' opinion is reasonably likely to infringe the Intellectual Property Rights of others or becomes the subject of any claim for Intellectual Property Rights infringement, MHS shall, at its option: (a) procure for Customer, at MHS' expense, the right to continue to use the Solution component(s), as provided for in this Agreement, (b) replace or modify the Solution component/s), at MHS' expense, so that it or they become non-infringing in MHS' opinion, provided that the replaced or modified the Solution to contain substantially similar functionalities, or (c) if MHS is unable to achieve (a) or (b) within sixty (60) days of MHS' notice to Customer of its attemptt to do (a) or (b), terminate this Agreement. Page 4 of15 CONTRACT NO.: MHS API_INT-060125 5.3 Undertaking to Defend If any person makes a claim against Customer that the performance of the Solution directly infringes any Intellectual Property Rights of that person in the Territory, MHS shall defend Customer against such claim and pay all costs, damages and expenses finally awarded against Customer by a court of competent jurisdiction or agreed to in a written settlement agreement signed by MHS and arising out of such Intellectual Property Rights claim up to the limit set out in Section 4; provided that: (a) Customer promptly notifies MHS in writing no later than thirty (30) days after Customer's receipt of notification of a potential claim; (b) MHS assumes sole control of the defense of such claim and all related settlement negotiations; and (c) Customer provides MHS, at MHS' request and expense, with the assistance, information and authority necessary to perform MHS' obligations under this Section. Notwithstanding the foregoing, MHS shall have no liability for any claim of infringement that arises in a substantial manner from () any use of the Solution other than in accordance with this Agreement, or (ii) any use of the Solution after notice from MHS that Customer should stop such use due to a potential infringement claim. 6. CONFIDENTIAL INFORMATION 6.1 Each Party agrees that the Confidential Information of the other Party to which it may have access in relation to this Agreement shall be kept in strict confidence by it and shall not be used or disclosed by it or by any of its Affiliates or by any of its or such Affiliates' directors, officers, employees, agents, solicitors, accountants or financial advisors (collectively, the "Representatives), except in accordance with the terms of this Agreement. Each Party agrees that it may only transmit Confidential Information of the other Party to Representatives who, in all cases: (a) need to know the Confidential Information; and (b) are informed of the confidential nature of the Confidential Information. 6.2 The confidentiality provisions of this Agreement shall not apply to such Confidential Information of the other Party that the receiving Party can demonstrate (a) is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement; (b) becomes available to a Party on a non-confidential basis from a source other than the other Party ori its Representatives, provided that such a source is not bound by a confidentiality agreement with such other Party or otherwise prohibited from transmitting the Confidential Information by a contractual, legal or fiduciary obligation towards such other Party; (c) was known to a Party on a non-confidential basis prior to its disclosure by the other Party; (d) is independently developed by a Party without reference to the Confidential Information of the other Party; or (e) which the receiving Party is obligated to disclose pursuant to statutory or regulatory requirements or an order of a court of competent jurisdiction. In the case of (e), however, the receiving Party obligated to disclose the Confidential Information shall provide the other Partywith immediate written notice of any such disclosure demand, request, or similar requirement so that such other Party may seek a protective order or other appropriate remedy from a court or tribunal before any Confidential Information is so disclosed. 7. FEES AND OTHER PAYMENTS 7.1 Customer shall pay MHS for the Solution and Deliverables plus any applicable Commodity Taxes, set out in Schedule A and B, as it may be updated and amended from time to time. 7.2 MHS reserves the right to discontinue access and cease delivery of the Solution to Customer should any overdue or outstanding fees and/or invoices remain unpaid after ninety (90) days from date of invoice. 7.3 All purchases shall be exempt from the MHS Returns Policy, credit, refund, or exchange. 8. TRADE-MARKS, SALES MATERIALS, AND PUBLICITY 8.1 Whenever customer displays the Trademarks, Customer shall clearly indicate the identity of the owner of the Trademarks. MHS hast the right ata anytime and from time to time to add new Trademarks ortor modify or discontinue existing Trademarks upon written notice to Customer. Customer shall comply at all times with the MHS Brand Identity Guidelines as communicated by MHS from time to time. 8.2 Customer shall immediately report to MHS any infringement or unauthorized use of or challenge to any of the Intellectual Property Rights of MHS ori its licensor of which Customer becomes aware. The awareness of Customer's employees shall be deemed the awareness of Customer. MHS shall have the sole discretion in determining whether any action shall be taken on account of any infringement, unauthorized use, or challenge of the Intellectual Property Rights. MHS shall have no obligation or liability to Customer with respect to any act or1 failure to act with respect to such infringement, unauthorized Page 5 of 15 CONTRACT NO.: MHS APLINT-060125 use or challenge. Customer shall display the copyright notice detailed in Schedule D in English in any material produced by the Customer pursuant to using the Solution together with any other copyright notices required under the law or as communicated by MHS from time to time for the protection of MHS' copyright therein. 9. REPRESENTATIONS AND WARRANTIES 9.1 Each Party represents to the other Party, and acknowledges such other Party's reliance upon such representations, that: (a) this Agreement has been duly authorized, executed, and delivered by its representative and that there is no requirement for its representative to obtain any other authorization, consent or approval from such Party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; and (b) it has the necessary corporate power, authority, and capability to enter into and perform its obligations under this Agreement. 9.2 MHS represents and warrants to Customer, and acknowledges Customer's reliance upon such representations and warranties, that: (a) its shall deliver and perform all elements of the Solution and otherwise fulfill its obligations hereunder honestly and in good faith in a good, timely and workmanlike manner, exercising reasonable skill, care and diligence, in accordance with recognized professional and industry standards and the terms and conditions of this Agreement; (b) it possesses the knowledge, skill, and experience necessary for the provision, delivery, and completion of the Solution in accordance with the requirements of this Agreement; and (c) iti is in good standing with respect to all permits, licenses, third party certifications and regulatory approvals necessary for the provision of the Solution. 10. GENERAL PROVISIONS 10.1 Assignment: Customer may not assign or transfer, without the express prior written consent of MHS, this Agreement and any obligation or interest herein. 10.2 Currency: Unless expressly stated otherwise, all monetary amounts referred to herein will be in United States Dollars (USD). 10.3 Non-Solicitation: At all times during the term of this Agreement and for a period of two (2) years following its termination, Customer will not in any way induce or solicit any employee, director, consultant or shareholder of MHS to sever its relationship with MHS and/or hire, engage or enter into a service contract of any nature or any other type of contract to collaborate or work with said employee, director, consultant or shareholder. 10.4 Subcontract: Customer agrees that all portions of the Solution to be performed hereunder may be performed by MHS or its subcontractors or partners. Delegating the performance of any portion of the Solution shall not relieve MHS of any of its obligations hereunder. 10.5 Relationship of Parties: This Agreement shall not be construed to and does not create a relationship of agency, partnership, employment or joint venture. 10.6 Entire Agreement: This Agreement including the Schedules attached hereto constitutes the entire agreement between Customer and MHS with respect to the subject matter and supersedes all prior agreements, understandings, and representations on the subject matter. 10.7 Enurement: This Agreement shall be binding upon and enure to the benefit of Customer and MHS and their respective successors and permitted assigns. 10.8 Non-Disparagement: Customer agrees, during the Term of this Agreement and at any time thereafter, not to disparage, make false or misleading statements or otherwise engage in any action or make any statement that could harm the business, operations, reputation of goodwill of MHS or its' executives or personnel. Page 6 of 15 CONTRACT NO.: MHS - API_INT-060125 10.9 Governing Law: This Agreement shall be governed by and interpreted according to the laws in force in the Province of Ontario, and the laws of Canada applicable therein excluding the rules relating to the conflict of laws. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario for any legal proceedings arising out ofthis Agreement. 10.10 No Amendment or Waiver: This Agreement may only be amended by written agreement duly executed by authorized representatives of the Parties. No waiver of any term or provision or of any breach or default shall be valid unless in writing and signed by the Party giving such waiver, and no such waiver: shall be deemed a waiver of any other terms or provision of any subsequent breach or default of the: same or similar nature. 10.11 Remedies Cumulative: No single or partial exercise of any right or remedy under this Agreement shall preclude any other orf further exercise of any other right or remedy in this Agreement or as provided at law or in equity. Rights and remedies provided int this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity. 10.12 Notice: All notices related to contract and relationships shall be given in writing and transmitted by personal delivery, prepaid first class registered, certified mail or by e-mail to the persons set out below. MULTI-HEALTH SYSTEMS INC. BUTLER COUNTY ADULT PROBATION Attention: Contracts Department Attention: Douglas Ritson, / Charlene Kepple Tel.: 416.492.2627 Tel.: 724-431-1146/ 724-284-5387 E-Mail: contracts@mhs.com E-Mail: dritson@co.butler.: pa.us / ckepple@co. butler.pa.us All such notices and other communications shall be deemed to have been given and received as follows: (i) if sent by personal delivery, on the date of delivery; (ii) ifs sent by mail at any time other than during a strike, lockout or other postal interruption, on the fifth business day following the date of its mailing; or (ii) if transmitted by e-mail, on the business day following its transmission. 10.13 Severability: The invalidity, illegality or unenforceability of any one or more provisions oft this Agreement shall not affect or impair any other provisions of this Agreement. 10.14 Counterparts and Electronically Transmitted: This Agreement mayl be executed int two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. A document signed and transmitted electronically or via email is to be treated as an original and shall have the same binding effect as an original signature on an original document. 10.15 Order of Precedence: In the event of conflict between the body oft this Agreement and any Schedule, the terms of the body of this Agreement shall take precedence. 10.16 Schedules: The following are the schedules to this Agreement and are deemed to be a part of it for all purposes: Schedule A - Statement of Work Schedule B Professional Services Schedule C - Service Level Agreement (SLA) Schedule D - Trademark and Copyright Guidelines Page7of15 CONTRACT NO.: MHS A APIJINT-060125 IN WITNESS WHEREOF the Parties have agreed that this Agreement be drawn in the English language and have executed this Agreement. MULTI-HEALTH SYSTEMS INC. BUTLER COUNTY ADULT PROBATION Alexandra Psica Osche, Leslie VP, Revenue Chairman, Commissioner Date: Date: Geyer, Kim Commissioner Date: Boozel, Kevin Commissioner Date: Page 8 of15 CONTRACT NO.: MHS- API_INT-060125 SCHEDULE A STATEMENT OF WORK 1. Deliverables MHS will provide the required access credentials and documentation associated with the universal REST Application Programming Interface (API) and corresponding Measures namely, Level of Service/Case Management Inventory (LS/CMI") specific documentation inclusive of the digital Manual. Integration via the API will bei fulfilled and supported by Customer. All communication related to the Solution and corresponding related materials, including but not limited to documentation, instructions, and updates thereof, shall be sent to and deemed delivered when sent by e-mail to Customer at dritson@co. butler. pa.us or ckepple@cobuterpaus 2. Fees MHS shall invoice Customer annually for every Consumption* of Evaluation step for an Assessment as delivered through the Solution. Unused quantities within any given Year of the Initial Term will not be eligible for refund, credit, or any other offset. Additionally, any Consumption over the quantity allotted in the below table shall be due at the Unit Price of the Year in which consumed. Thei following fees shall apply: Period Description Unit Price (USD) Quantity Payment Due API Maintenance Fee $730.00 1 $730.00 Vear 1of Initial Term: 2025 LS/CMI $6.25 900 $5,625.00 Total due upon Effective Date: $6,355.00 API Maintenance Fee $775.00 1 $775.00 Year: 2 of Initial Term: 2026 LS/CMI $6.50 900 $5,850.00 Total due 15t day of Year: 2: $6,625.00 API Maintenance Fee $825.00 1 $825.00 Year 3 of Initial Term: 2027 LS/CMI $6.90 900 $6,210.00 Total due 15 day of Year 3: $7,035.00 *For the purposes of reporting and calculating Consumption activity, MHS uses the Greenwich Mean Time (GMT) as the basis for all time stamping. A dayi is a 24-hour period from GMT 0:00 to GMT 23:59:59. A transaction that begins prior to GMT 23:59:59 and completion takes place on or after GMT 00:00:00, will be recorded upon completion not the time of commencement. Page 9 of 15 CONTRACT NO.: MHS- API_INT-060125 3. Payment Terms Customer: agrees tot the following payment terms: a) All monetary references are to U.S currency, b) All invoices are due in thirty (30) days from date ofi invoice. c) Any fees or invoices remaining unpaid after their due date shall bear interest at the rate of 1.5% per month (18% per annum) from such due date until paid ini full. Initialled by the Parties Hereto: MULTI-HEALTH: SYSTEMS BUTLER COUNTY ADULT INC. PROBATION Alexandra Psica Osche, Leslie VP, Revenue Chairman, Commissioner Geyer, Kim Commissioner Boozel, Kevin Commissioner Page 10 of 15 CONTRACT NO.: MHS- APILINT-060125 SCHEDULE B PROFESSIONAL SERVICES 1. Fees MHS will provide and invoice the following Professional Services as set out below during the Initial Term. Périod' Description Quantity Unit Price (USD) Fees Payment Due - N/A N/A N/A N/A N/A N/A Should Customer wish to add any additional Professional Services not listed in this Schedule B, please contact MHS for corresponding Fees. 2. Payment Terms: Customer agrees to the following payment terms: a) All monetary references are to U.S currency. b) All invoices are due in thirty (30) days from date of invoice. c) Any fees or invoices remaining unpaid after their due date shall bear interest at the rate of 1.5% per month (18% per annum) from such due date until paid ini full. Initialled by the Parties Hereto: MULTI-HEALTH: SYSTEMS BUTLER COUNTY ADULT INC. PROBATION Alexandra Psica Osche, Leslie VP, Revenue Chairman, Commissioner Geyer, Kim Commissioner Boozel, Kevin Commissioner Page 11 of1 15 CONTRACT NO.: MHS- APIINT-060125 SCHEDULE C SERVICE LEVEL AGREEMENT (SLA) 1. Support "Normal Support Hours" refers to the operational hours of 8:00am - 6:00pm Eastern Standard Time (EST) from Monday to Friday ("Weekdays") excluding annually posted recognized holidays. Customer agrees to adhere to the best practices as provided to Customer in the Solution documentation, prior to and when requiring support for the Solution. This Service Level Agreement is applicable to the Solution as provided by MHS. 2. Uptime and Scheduled Downtime "Uptime" means the total time the API service is available and functioning for use, not including any scheduled downtime. Uptime is calculated as a percentage on a weekly and trailing 4-week average, with a week being defined as the period from Monday 12:00:01am EST to Sunday 23:59:59pm EST. Availability for Uptime will be calculated based on data provided by the host operator and validated byat third-party monitoring service engaged by MHS. Uptime is not related to network connectivity issues between Customer systems or Customer client systems and the API service. MHS will notify Customer by email (to Customer's email address(es) on record with MHS*) of any scheduled downtime necessaryt for maintenance, hot fixes, patches, enhancements, and any release updates, at least ten (10) days in advance of such scheduled downtime. Any unscheduled downtime will have the applicable response time commitments: as indicated herein. 3. Performance The API service will perform in a manner that meets or exceeds the following: Technical Incident Response Time Resolution Time API service impairment preventing Initial response within twenty-four Restoration ofthe API service will be the application from functioning in (24) hours from the time of completed within forty-eight (48) accordance with the applicable notification to MHS. Initial hours after the time of initial documentation provided by MHS. notification must be received and response from MHS. acknowledged by MHS within Normal Support Hours as defined above. An acknowledgement of receipt does not constitute initial response. 4. Unscheduled Maintenance On occasion, circumstances may arise that require the performance of essential unscheduled maintenance. MHS will provide two (2) hours' advance notice of such maintenance to Customer by email to Customer's email address(es) on record with MHS*. In the event of maintenance required due to an emergency that cannot be deferred by two (2) hours, Customer will be notified prior to the emergency maintenance, but MHS may at its sole discretion proceed with emergency maintenance before confirming that Customer has received advance notification. When an emergency maintenance window is utilized, unavailability of the system will count towards the calculations defined above in Section 2. 5. Updates During the Agreement, and under thet terms of thel license, MHS will provide Customer with updates, upgrades, enhancements, and bug fixes or patches to the Solution. a) Updates for Measure versions: i) MHS updates Measures in two ways, versions and revisions: A version update is a significant change to the Measure, in design, norming, content, etc. Multiple versions ofa a Measure may be available and when available Customer may use the available versions. MHS will provide a minimum of three hundred and sixty-five (365) days' notice of the intent to withdraw a version of a Measure, of which shall be at MHS' sole discretion. Page 12 of 15 CONTRACT NO.: MHS- APIINT-050125 i) Revisions are changes to an existing Measure. When a Measure has been revised this denotes significant enhancements to portions of the Measure, such as in the Evaluation step or expansion of the items in the Data Gathering step. Customer will have a minimum of one hundred and eighty (180) days to adopt a new revision before MHS ceases availability of the prior revision. b) APIs: MHS occasionally introduces breaking changes to the APIs. These changes are implemented in the form of versions that have a year and month as the version designate that is part of the URI space for the resources. MHS makes best effort to support current version plus one prior version. Customers will have a minimum oft three hundred and sixty-five (365) days notification of a new version of the API specifications and will have early access to work in progress (alpha/beta) releases of a new API version in development. Presently there are two versions, the current 2022-10 and the prior 2020- 04. 6. Expectations of Service Availability a) Except as defined in Sections 2 and 3 of this Service Level Agreement, the API service will be available to Customer twenty-four (24) hours per day, seven (7) days per week, three hundred and sixty-five (365) days per year. b) Customer will receive reasonable response time performance when using the API. Such response time shall be equivalent to and measured against industry standards for internet applications of this nature, taking into account the performance profiles of networks and internetworks and their impact on response time. Performance metrics are maintained by the host environment and MHS monitoring solutions are considered the source of performance data. c) MHS will maintain a minimum API service availability of 99.6% or greater within a given measurement period provided that the failure to meet service expectation was not (i) caused by factors outside of MHS' reasonable control; (ii) the result of any acts, omissions, or negligence of Customer or any parties under the control or direction of Customer; or (ii) caused by Customer's equipment or any other equipment outside of MHS's sole control. Calculation of availability will follow the method outlined in Section 2 and will be calculated on a calendar month basis for the prior month, within ten (10) days of the start of a new month. d) During Normal Support Hours, MHS will provide via telephone and/or email, support to Customer to assist in problem resolution, obtaining clarification relative to the use of the API, and reporting suspected defects or errors in the API. MHS' responses to support calls and/or emails will be in English. e) The API will be available at an average of 99.6% of each calendar month. This translates to less than three (3) hours of unscheduled downtime in any calendar month. The API service availability will not experience more than thirty-six (36) hours of unscheduled downtime in a twelve (12) month period. API service availability is calculated as outlined in Section 2 and Section 6 c) herein. f) MHS will notify Customer within one (1) hour following the occurrence of any known but unscheduled downtime. Thereafter, MHS will provide status updates to Customer every two (2) hours until the APIservice is restored. MHS will immediately notify the Customer upon service restoration by email to Customer's email address(es) on record with MHS*. ) MHS will provide Customer, except in circumstances where a security vulnerability requires an accelerated release of a new version or revision, no less than one hundred and eighty (180) days to adopt a commercially published version of an API endpoint. Communication of intent to depreciate a previous version will be provided to Customer by email to Customer's email address(es) on record with MHS*, in no case less than one hundred and eighty (180) days from the date the impacted version will be retired. h) Scheduled Maintenance Windows are set forth below: Period Description Time - Sunday or System maintenance 8:00 pm EST - 6:00 am EST Monday As scheduled Application version/release installation 8:00 pm EST - 6:00 am EST As needed Priority downtime Notification provided as outlined in Section 2 7. Contact Details Page 13 of15 CONTRACTI NO.: MHS- API_INT-060125 Weekdays (excluding annually posted recognized holidays) 8:00 am EST - 6:00 pm EST MHS Support: T. 1.800.456.3003 E. ustomerenePmhscon Customer acknowledges and agrees that email is neither a guaranteed delivery method nor a completely secure form of communication. It is Customer's responsibility to (1) provide MHS with current and accurate email addresses for the purposes of receiving notifications; and (ii) ensure the accurate processing and monitoring of the accounts related to the email addresses provided to MHS by Customer. Initialled by thel Parties Hereto: MULTI-HEALTH: SYSTEMS BUTLER COUNTY ADULT INC. PROBATION Alexandra Psica Osche, Leslie VP, Revenue Chairman, Commissioner Geyer, Kim Commissioner Boozel, Kevin Commissioner Page 14 of 15 CONTRACT NO.: MHS- API_INT-060125 SCHEDULE D TRADEMARK AND COPYRIGHT GUIDELINES 1. Trademarks Trademarks are words or symbols that are used to identify a company's products and services and differentiate them from those offered by other organizations. Trademarks are valuable assets. In order to protect Trademark assets, the following guidelines apply: a) Designation of Trademark Symbols: e identifies a Trademark that has been formally registered by the U.S. Patent and Trademark Office, Canadian Intellectual Property Office, or local trademark office. TM designates an unregistered trademark associated with the product or service. b) Use and display the appropriate trademark: symbol (either "TM" or "R" in a superscript following the Trademark) whenever the Trademark is used. C) Always use a Trademark as an adjective, never as a noun. d) Never change the form of a Trademark. e) Always display a Trademark with a trademark notice such as "Benchmarks* is a registered Trademark of MHS". The notice must be on the same page as the copyright page of a document. Always display a Trademark with a trademark notice. g) Trademark must be properly used with every instance. h) All logo and" Trademarki formatting will be provided by MHS. 1) Customer: shall not use. any Trademark as part of its legal or business name or the name of any entity in which Customer may have a direct or indirect interest. 2. Copyright Statement Level of Service/Case Management Inventory (LS/CMI") Copyright @ 2004, Multi-Health Systems, Inc. (MHS, Inc.). All rights reserved. Initialled by the Parties Hereto: MULTI-HEALTH. SYSTEMS BUTLER COUNTY ADULT INC. PROBATION Alexandra Psica Osche, Leslie VP, Revenue Chairman, Commissioner Geyer, Kim Commissioner Boozel, Kevin Commissioner Page 15 of 15 SUBGRANT: 43924 Amendment Number: Short Title: Butler County Day Reporting Center PENNSYLVANIA COMMISSION ON CRIME AND DELINQUENCY SIGNATURE PAGE TO SUBGRANT AMENDMENT SUBGRANTEE Butler County Commissioners SUBGRANT# 2024-IP-ST-43924 AMENDMENTH 1 This AMENDMENT to the existing Subgrant Agreement which was entered into by the Pennsylvania Commission on Crime and Delinquency and the above- referenced Subgrantee will serve to revise and be a supplement to said Subgrant Agreement. WHEREAS, the Subgrantee has submitted the attached Project Modification Request which explains and justifies the requested amendments. NOW THEREFORE, in consideration of the promises herein contained in the Project Modification Request and with the intent to be legally bound, the parties agree to the amendments. All other terms and conditions of the original Subgrant Agreement and prior amendments will remain in full force and effect throughout the duration ofthe Subgrant Agreement. Butler County Commissioners DATE NAME OF SUBGRANTEE By: SIGNATURE OF ATTESTING OFFICER Title: Chair-Board of Commissioners TITLE OF ATTESTING OFFICER By: Title: Commissioner (SEAL) By: Title: Commissioner APPROVED AS TO FORM AND LEGALITY: SOLICITOR APPROVED: CONTROLLER FOR PCCDUSEONLY We certify that this application is approved and that funding has been received to support this subgrant award. PCCD Executive Director or designee DATE COMPTROLLER OPERATIONS DATE Approved as to form and legality: COUNSEL TO PCCD DATE 35-FA-1.2 OFFICE OF GENERAL COUNSEL DATE 35-FA-1.2 DEPUTY ATTORNEY GENERAL DATE Page 2 of4 SUBGRANT: 43924 Amendment Number: 1 Short Title: Butler County Day Reporting Center Explanation or Justification of Requested Modification: The amount of funds expended on MA eligible individuals by the Behavioral Health: Managed Care Organization ofValue Behavioral Health (VBH) Beacon Health Options of PA have remained steady. As a result of MA expansion a number of years ago, we continue to see an increase in the number ofMA eligible individuals as well as shorter time frames/smaller gap between MA application submission and eligibility. Based upon our review of consultant expenses thus far for FY 2024-25, we project that we will not be able to expend the full amount awarded under consultants in the amount of$5,100 by June 30, 2025. Page 4 of4 Moraine Conservation and Sportsmen's Association Pricing effective Hall Rental Agreement 4/1/25 until 7/1/25 This agreement is entered into this 1 day of April 2025 It is between Moraine Conservation and Sportsmen's Association, A Corporation, hereinafter called the Lessor, and Butler County Adult & Juvenile Probation hereinafter called the Lessee. That in and for the consideration hereinafter set forth, and Moraine Conservation and Sportsmen's Association does hereby lease and let the following accommodations for the period hereinafter set forth on the conditions as set opposite each facility, all of which are situated on land owned by the lessor in Brady Township, Butler County Pennsylvania, and are as follows: Rental date and time needed May 12, 13, 14, 15, 2025 Rental of the building (only)... Member (good standing for lyr): $200.00... Non-Member: $325.00 Rental of outdoor range (only).. $150.00 Deposit (Must be paid in full for scheduling) $150.00 x4 days ALL AMOUNTS LISTED ABOVE ARE ONE DAY RENTALS ONLY TOTAL $600.00 CONTINGENCIES: A: signed copy of this agreement must be in your possession while on the premises or you may be asked to vacate the property. You may enter the building starting at 6:00 pm the day before your reserved date to decorate / set-up for your Saturday or Sunday rental. (Admission into the building before 6:00 pm may be counted as another day rental.) Music will be completed by 12:00 am (midnight) and facilities and property will be vacated by 1:00 am. Clean-up will be permitted the following day until 12:00 pm (noon) unless and otherwise another rental is scheduled. The key card, for the facility, will be returned at this time. The lessee agrees not to TACK, NAIL or ATTACH decoration material without written permission of the Lessor, or in any other way damage or allow others of their party to cause damage to the property of the lessor. The outside area of the building will also be cleaned of bottles, papers, and cans. The deposit will be forfeited for failure to return facility and property to the condition in which received by the lessee. All garbage cans shall be emptied into the dumpster and fresh bags put back into the emptied cans. Thermostats must be turned down to 50 degrees at the end of the rental. There are enough chairs and tables to provide seating for 150 people. Lessee further agrees to take the premises as it exists and does further release and forever discharge the lessor from any and all liability by virtue of the use of the same and from any injury on account of negligence or otherwise to the general public. Children must always be kept under adult supervision. Lessee will forfeit their deposit of $150.00 for complaints of excessive noise, for the use of illegal paraphernalia (fireworks, firearms, etc.), for failing to clean facility and/or property to the condition in which received by the lessee. Furthermore, the lessee agrees to take all responsibility for any alcohol they bring into the club. The lessee will not permit any underage drinking while on the premise. Deposits to be returned will be voted on by the Board of Directors at the next meeting held following the rental. You may request a meeting with the Board of Directors should your deposit be withheld. In witness whereof, the parties hereto have set their names and seals the date above set forth. LESSEEButler County Adult & Juvenile Probation TELEPHONE 724-284-5259 ADDRESS 124 West Diamond Street, 2nd Floor, Butler PA 16003 AUTHORIZING CLUB REPRESENTATIVE Commissioner DATE Leslie Osche, Chairman Commissioner DATE Kimberly Geyer Commissioner DATE Kevin Boozel Johnson Controls Fire Protection LP 3120 Unionville Road Suite 400 Cranbeny Township, PA 16066 Johnson (724) 584-2738 Controls Johnson Controls Fire Protection LP Quotation To: Project: Butler County - Courthouse 4020 FA Upgrade Jan Butler County Commissioners - PA 2025 CPQ-878325 124 W Diamond St Johnson Controls Reference: 650878325 Butler, PA 16001 Proposal #:1 Date: 03/27/2025 Page: 1 of 15 Items cited on this quote are products and services on Johnson Controls Fire Protection LP's Pennsylvania Contract # 4400023962. Johnson Controls is pleased to offer for your consideration this quotation for the above project Scope of Work Please read the notes below and call ify you have any questions. Contact Information: Charles Veazey Jr, Electronic Systems Sales Representative Cell: 724-584-2738 harsryvesxsyeaicom JCI's Scope of Work Johnson Controls will provide a fire alarm panel upgrade to the existing Simplex Transponder. No replacement field devices are included in this quote. The quotation includes one (1) 4100 Transponder, all power supplies required, and all modules and circuit cards needed to continue using existing field devices. The lead time for equipment shipping is approximately 8-12 weeks. The quotation includes technical labor for the removal of the existing panel along with programming and installation of the replacement panel. Fire, Security, Communications, Sales & Service Offices & Representatives inl Principal Cities throughout North America 020243 Johnson Controls Rra Protection LR ALL RIGHTS RESERVED GBAHBSEN SIHDB TW auopsaoid ens somuoo Uosuoe 9202 o eopeury 4ON noufnonn SOO edpupd uj seABauesaidoy 9 se0yo BajAas 9 sajes "suopeagmunuos "umoes 'ary 'suau penupuoosip 01 anp 1s00 peuopippe J0 saseaioul eoud Joj ejgsuodsau jou s! Jajes "apio eseyaind jo idjeoau woy sAep 081 UuAIA eseejas sued e uo peseq s! Buppd 'sjonuos uosuyor Aq Bupym u paypow ssajun ATNO shep 06 jo poped e. 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BujAey Aoyne ay Aq pansenbas sabueyo 'sino pInq 'sppe jueua, 'sabueyp edoos 'siapio ebueyp 'sepoo urepe e4y jo uopegaidsesu 'sunpueppe :01 payuy jou inq Bupnpouy aounos B wo4 *edA, Aue jo syuowaunba pauopppe a anp 'oqul pageupsa jo junoure ayp aJo 'quaud,nba jo Is! anoqe aup 01 suopeoypow quaudmba poauos ayp ajeupsa pue qo! aup jo squewainba ay ssasse Ajqisuodsai 0 uoya Kiana apew aABY OM "siaupo Kq euop aq 0, dov Mau 01 Bupmas pue doV Bupspca woy JawOd oV Bupoeuuoosia awosno ay jo Augsuodsa ayp eq I ejejdwos SI uoperensu) peupe Bupuped JO Bupyoged Auy "azonb sI4 jo ped se pepnjoul jou s! 43eM au "jaued uepe asy pepeibdn aup uo seopap pue Buyp Bupspxe Bujsn-au sapnyaul poafoud sI4 Joy om jo adoss ay1 pafoid sj4p JoJ sagei abem Buppenad-uou uo peseq an saje uepjuypel "papeibdn s! jaued ey eojaq panjoseu aq isnu surepe Aiosednsyseignon Bupspce Auy sjonquop 8EL2-V8S (vz) 9909T Vd' dysumol Kuequero uosuyor 004 euns peou anuopun OZTE d7 uopoalold ey sjonuoo uosuyor Johnson Controls Fire Protection LP 3120 Unionville Road Suite 400 Cranbeny Township PA 16066 Johnson (724) 584-2738 Controls All work is to be performed during normal Johnson Controls hours of 7am to 330pm Monday through Friday except for company sponsored holidays unless specifically noted otherwise. To efficiently schedule our technicians, we request that you contact Johnson Controls Operations, TEN DAYS in advance of the need for a technician. We reserve the right to correct this quote for errors and omissions. As stated above, JCI will perform the work pursuant to the attached Terms and Conditions. Should the parties fail to execute a mutually agreeable definitive agreement, all work performed by JCI on or related to the above captioned project (with the exception of any monitoring services anticipated, which will only be performed pursuant toi the unaltered terms and conditions of JCI's standard Monitoring Agreement) will be performed pursuant to the attached Terms and Conditions. Please indicate your approval of this quotation by signing this agreement and returning to my attention as noted below. Contact Information: Charles Veazey Jr, Electronic Systems Sales Representative Cell: 724-584-2738 haresrmyearey@paicom Fire, Security, Communications, Sales & Service Offices & Representatives In Principal Cities throughout North America 02024 Johnson Controls Rrel Protectiont UPA ALLE RIGHTS RESERVED Project: Butler County - Courthouse 4020 FAI Upgrade Jan 2025 . CPQ-878325 Johnson Controls Reference: 650878325 Johnson Proposal #:1 Date: 03/27/2025 Controls Page: 4 of 15 QTY MODEL NUMBER DESCRIPTION 1 4100-9800 BASIC TRANSPONDER 1 41002162 INDICATOR ONLY 2 BAY SOLID 1 41007905 FACTORY BUILT-MAIN CONFIGURED 1 4100-2300 EXPANSION BAY (PHASE 10 ONLY) 1 4100-5401 ES-PS POWER SUPPLY 1 4100-5402 ES-XPS POWER SUPPLY 1 4100-0621 ANALOG AUDIO RISER MODULE 2 4100-5450 NAC CARD 1 4100-3207 41 PT 2A AUX RELAY CARD W-FB 2 4100-0644 120V ES-PS PDM HARNESS 1 4100-0634 POWER DISTRIBUTION MODULE 120V 2 4100-5131 ES-PS FAN MODULE 1 4100-2320 AUDIO EXPANSION BAY 1 4100-1314 100W AMP W/6 BI NACS 120VAC 25V QTY MODEL NUMBER DESCRIPTION 1 4100-9925 4100ES RETROKT 2 BAY BGE SLD D 1 4100-3102 MAPNET MODL UPTO 127 PTS SERV 2 2081-9276 BATTERY 33AH 1 565-453 SIG CARD 6Z CLASS B PCA 4100 1 562-856 CLASS B MOTHER BOARD QTY MODEL NUMBER DESCRIPTION PM LAB PROJECTICONSTRUCTON MGMT COMM LAB COMMISSIONING LABOR Total net selling price, FOB shipping point, $18,925.36 Johnson Controls has not included an estimate for all state and local sales tax for this quote based on the that a valid exemption and/or resalo certificate is recelvedi by, Johnson Controls from Purchaser. understanding and biled. Any additional taxes, duties, tarifis or similar items Imposed prior to shipment Otherwise, will be charged. actual sales tax due wilt be calculated Offices & Fire, Securtty, Communications, Sales & Service Representatives In Principal Cities throughout North America 020243 Johnson Controls Fira Protecton LR ALL RIGHTS RESERVED Project: Butler County Courthouse 4020 FA Upgrade - Jan 2025 CPQ-878325 Johnson Controls Reference: 650878325 Proposal #:1 Johnson Date: 03/27/2025 Page: 5 of 15 Controls BMPORTANT! NOTICE To CUSTOMER aJCIe authortzed beforo ay ThiA Agroementbse mayben Shoudo oncrodis epprovell whichn this ICrs Agroement dacretions wat bot endroguirest torminatad fnajepproajel and. JCfs only cbigetiont to customer mrts bot to notily e Customer such bc E andh relunda any emountop paidi odvence. ForCustomers locetodi in DisFira! Domans Salos and Instalation Agroementh drewnu up ande executed! Inl English ett the request ol andv wth the aa concurrence ofCustomer. Co contatad C Eb enghals Blac demande et avoc fessentimonto B beene CUSTOMER. ACCEPTANCE: In accepting this Agreement, Customer agrees to the terms and conditions contalned herein including those on the following page(s) of this Proposal and any attachments or riders attached hereto that contain additional terms and conditions, Iti is understood that these terms and conditions shall prevall over any varlation In terms and conditions on any purchase order or other document that Customer mayi issue. Any changes requested by Customer after the execution of this Agreement shall be paid for by the Customer and such changes shall be authorized by the parties In writing. ATTENTION IS DIRECTED TO THE LIMITATION OF LIABILITY, WARRANTY, INDEMNITY. AND OTHER CONDITIONS CONTAINED IN THIS AGREEMENT. Customer agrees to pay Johnson Controls pursuant to the progress-based biling schedule of values set forth below. lfthe schedule of values includes an upfront deposit, it willl be pald within 30 days of contract signing and Johnson Controls wil not commence work until the upfront deposit is recelved. Customer agrees to pay for materials, goods, and equipment (ordered, delivered, or stored) pursuant to the schedule of values, prior to Installation commencement. The remaining portion of the. total price willl be progress billed through completion of the work. Johnson Controls progress based biling can also include any services performed on-site or off-site. All invoices wil be delivered via Email), paid via Electronic Funds Transfer and are due Net 30 from the date of invoice. Electronic Funds Transfer details will be provided upon contract execution. The proposed total price is contingent upon Customer agreeing to these payment and invoicing terms. Planned Monthly Progress Billing Schedule of Values Item # Description % 1 Deposit 0% 2 Mobllization 10% 3 Engineering TBD* 4 Material TBD* 5 Installation TBD" Commissioning TBD* "To be mutually agreed upon in writing at a later date Fire, Security, Commmications, Sales & Service Offices & Representatives In Principal Citles throughout North America 02024: Johnson Controls Fira Protactionl UR ALL RIGHTS RESERVED Project: Butler County Courthouse 4020 FA Upgrade Jan 2025 - CPQ-878325 Johnson Controls Reference: 650878325 Proposal #:1 Johnson Date: 03/27/2025 Controls Page: 6 of 15 This offer shall be void If not accepted in writing within thirty (30) days from the date first set forth above. To ensure that JCI is compliant with your company's billing requirements, please provide the following information: PO is required to facilitate billing: NO: This signed contract satisfies requirement YES: Please reference this PO Number: 25000 Deposit Invoice accepted ( 0%): No Yes Fire, Security, Communications, Sales & Service Offices & Representatives in Principal Cities throughout North. America o2 2024. Johnson Controls Fire Pratection LP.A ALLI RIGHTS RESERVED Project: Butler County Courthouse 4020 FA Upgrade Jan 2025 CPQ-878325 Johnson Controls Reference: 650878325 Proposal #:1 Johnson Date: 03/27/2025 Page: 7 of 15 Controls Offered By: Accepted By: (Customer) Johnson Controls Fire Protection LP Company: 3120 Unionville Road Suite 400 Address: Signature: Cranbeny Township, . PA 16066 Title: Telephone: (724) 584-2738 Date: Representative: Emal: chatsunyeasy8ilcom Fire, Security, Commumications, Sales & Service Offices & Representatives in Principal Citios throughout North America 02024 Johnson Controls Fre Protection UP. ALL RIGHTS RESERVED A D Johnson Controls 50 Technology Dr. Vestminster. MA 01441 Tel: 978-731-7317 Johnson pallauphvaugian maviohensske Controls Subject: 4100+ Long Term Support The 4100+ was first launched in1992 as a1 replacement for the 4100 "Classic" panel and was made obsolete for new sales in 2001 with the introduction of the 4100U panel. We have been supporting 4100+ systems with parts and expansion modules ever since. However, many of the components being used to support the 4100+ are no longer available. The 4100BS is the current platform and the platform going forward for the foreseeable future. The key component in the evolution of the 4100 to the 4100ES was the upgrade to a more powerful processor. This newi platform and its software added more processing power to the 4100+ platform that provided support for Truelnsight remote service capabilities and improved our ability to add several new life cycle cost saving features such as an on board mass storage device, install mode, True Alert addressable notification and others. The 4100 series fire alarm panel has a long history dating back to 1988 when the product was first introduced. During these 30+ years, the 4100 platform has been updated several times to provide our customers with the-latest in technology and features. Given the age of an existing 4100+ panel it is recommended that any customer who still has a 4100+ panel installed begin the transition plan to an upgraded 4100ES as soon as to avoid the potential of expensive fire watches and an unplanned emergency upgrade. possible Respectfully, k - * - Panl J. Vautour Sr. Fire Alarm Product Manager = Fire Detection Products Panels and Workstations Johnson Controls 50 Technology Drive Westminster, Ma. 01441 mulioumhsrdticm Hammonds, Pamela From: Altman, Lori Sent: Tuesday, April 8, 2025 7:37 AM To: Hammonds, Pamela Subject: RE: HR For the chair to sign,, (sorry, forgot that ) Poni E. dltman Human Resources Director/Chief Clerk County of Butler 124 W. Diamond Street Butler PA 16001 (724) 284-5535 laltiman@co.buterpaus From: Altman, Lori Sent: Tuesday, April 8, 2025 7:37 AM To: Hammonds, Pamela Plammonde-obuterpauy Subject: HR Hi Pam Mine changed a bit, 2 year agreement, for four (4) courses for employees training 2025 for 16,582.50 2026 - 18,240.75 Thank you Pori &. altman Human Resources Director/Chief Clerk County of Butler 124 W. Diamond Street Butler PA 16001 (724) 284-5535 atman@ro.bulerpaus 1 BOARD OF COUNTY COMMISSIONERS William Leslie A. Osche, Chairman Human Services Fiscal Kepple Officer Kimberly D. Geyer, Vice-Chairman Kevin E. Boozel, M.S. Secretary Amanda Feltenberger Human Services Director HUMAN SERVICES DEPARTMENT Allyson Rose COUNTY GOVERNMENT CENTER ANNEX - 15! FLOOR Director of Integrated Services 124 WEST DIAMOND STREET, P.O. BOX 1208 BUTLER, PA 16003-1208 utler Countp TELEPHONE: (724) 284-5114 - TTD USERS: (724) 284-5473 FAX: (724) 284-5128 - EMAIL: Domhmr@cobuler.paus DATE: April 3, 2025 TO: Lori Altman Human Resources Director/Chief Clerk FROM: Amanda Feltenberger Human Services Director RE: Commissioners Public Meeting - April 9, 2025 Human Services Agreements lam requesting Commissioners' approval of the following Human Services items: Human Services 1. Approval of the following Human Services amendment for July 1, 2024 = June 30, 2025: ANR Amendment #3 - Amended to add an additional $100,000 to the Shared Ride Cost Settlement and to change the Intellectual Functioning Evaluation to $550 Children & Youth 1. Approval of 4 agreements with Avanco International Inc. related to the Child Accounting and Profile System Application (CAPS - CYS data management system) for the period of July 1, 2025 - June 30, 2026: Avanco International, Inc. Authorized User 24/7 access (up to 65 users) in the amount of $41,391.22 Consulting contract not to exceed $50,000 Butler County's share for the development of the CWIS 2025-2026 in the amount of $4,462.97. Upgrades, which includes changes necessary to keep the system in compliance with the federal and state mandates for reporting. Butler County is 1 of 56 counties sharing in the cost of the upgrades. Part of the approval includes the authorization for the Chairman to sign the agreement. HIPAA Business Associate Agreement. Part of the approval includes the authorization for the Chairman to sign. AFCARS Upgrade and Maintenance totaling $3,607.66. Part of the approval includes the authorization for the Chairman to sign. Drug & Alcohol 1. Approval of the following Drug & Alcohol amendment for September 30, 2024 to June 30, 2025 and also July 1, 2024 to June 30, 2025: Center for Community Resources: Contract amended to include: Additional SOR IVfunding for the SOR Housing & Housing-Focused Case Management Services Program for the period of September 30, 2024- June 30, 2025 Additional American Rescue Plan Act (ARPA) funding for the SOR Housing & Housing focused Case Management Services Program for the period ofJ July 1, 2024- June 30, 2025 September 30, 2024- June 30, 2025 SOR IV - Housing & Housing Focused Case Management Funding: Facility 920D- DDAP Approved Other Housing to include: No. Cost N/A Independent Housing & Rental Assistance Reimbursed- Recovery Housing & Rental Assistance up to a Housing Basic Needs Assistance to include: basic needs and household maximum necessities (i.e. comforter/sheet set, silverware, dishes, towels, cookware), amount of furniture (i.e. mattress, bedframe, couch, dresser), and items to assist $58,250.00 individuals in obtaining/maintaining employment (i.e. state issued photo ID, work attire, clearances, bus passes). Housing Focused CM Services to include: -(9100-CM Services)- Cost - Salary & Benefits (3) Full time C.M. Positions to provide housing focused Reimbursed- case management services; up to a Portion of salary & benefits for CM supervisor; maximum Portion of salary & benefits for Housing Program Manager amount of -(9100-CM Services)- $58,250.00 Operational costs associated with CM positions and services to include: occupancy, office & program supplies, travel, phone, printing/copying, etc. July 1, 2024- June 30, 2025- American Rescue Plan Act (ARPA) - (Housing Funding): 920D- DDAP Approved Other Housing to include: Cost N/A Independent Housing & Rental Assistance; Reimbursed- Recovery Housing & Rental Assistance up to a Housing Basic Needs Assistance to include: basic needs and household maximum necessities (i.e. comforter/sheet set, silverware, dishes, towels, cookware), amount of furniture (i.e. mattress, bedframe, couch, dresser), and items to assist $50,000.00 individuals in obtaining/maintaining employment (i.e. state issued photo ID, work attire, clearances, bus passes). Ifyou have any questions or require further information, please give my office a call. Thank you. BOARD OF COUNTY COMMISSIONERS Beth A. Herold, RN, BSN, MBA Leslie A. Osche, Chairman Administrator Kimberly D. Geyer, Vice Chairman Kevin E. Boozel, Secretary Building 3, Sunnyview Home Complex - 111 Sunnyview Circle 1 2 Suite 101 = Butler, PA 16001-3547 9 40+ 0 8 Years 2 Butler County 4 of 5 Service Area Agency on Aging Phone (724) 282-3008 Fax (724) 282-1466 Toll Free 1-888-367-2434 Fax (724) 283-6844 Protective Service (724)283-6955 aminf@cobuler.pais TO: Leslie A. Osche Kimberly D. Geyer Kevin E. Boozel FROM: Beth A. Herold Beth A. Herold, RN, BSN, MBA, Administrator DATE: March 31, 2025 RE: COMMISSIONERS MEETING = April 9, 2025 I am submitting the following item for your consideration at the Commissioners' Public Meeting on April 9, 2025. Professional Agreement - Brush Development Company I am requesting the Board's approval to enter into a Professional Agreement with Brush Development Company for the "Managing Sundowning and Wandering" Virtual Workshop Presentation on May 15th, 2025. The State Regional ADRC Coordinator approved this event. The cost of the presentation is $500. There are no county funds involved; payment will be made from Aging TXIX ADRC Funding. Ify you have any questions or need additional information regarding these agenda items, please contact me. BUTLER COUNTY HUMAN SERVICES Area Agency on Aging Children & Youth Services . Drug & Alcoho! . Early intervention & Intellectual! Disabilities - Mental Heath Consulting Agreement This Consulting Agreement (this "Agreement") is made as ofMarch 30, 2025 (the "Effective Date") by and between Butler County Arca Agency on Aging, with a mailing address at 111 Sunnyview Circle Suitc 101, Butler, PA 16001("Client"), and Brush Development Company, an Ohio corporation with a mailing address at 9935 Campton Ridge Drive, Chardon, Ohio 44024 ("Consultant"). For purposes of email communications under this Agreement, Consultant's email address will be jennifer@brushdevelopment.com and Client's cmail address will be bbuzeleo.buler.paus WHEREAS, Client desires to retain Consultant to provide certain services for Client and Consultant desires to providc such services, all on thc terms set forth in this Agreement; and WHEREAS, capitalized terms used but not otherwise defined herein have the meanings given to them in Section 9.9 below. NOW, THEREFORE, Consultant and Client agree as follows: Section 1. Appointment; Scope of Services 1.1 Retention of Consultant. Client hereby retains Consultant to provide to Client the following services (collectively, the "Services"): (i) those services identified and more fully described in Exhibit A attached hereto and incorporated herein by reference (provided that the partics acknowledge that the services described in Exhibit A are llustrative and will not apply in every case), and (ii) miscellaneous services to be provided pursuant to one or more Statements of Work incorporated hercin by reference. Consultant hereby agrees to provide, or cause to be provided, such Services on the terms set forth in this Agreement. 1.2 Performance, Generally. Consultant agrees to render and discharge all duties, obligations and performance that it may assume or undertake in accordance with the terms of this Agreement with reasonable diligence and skill under the circumstances. 1.3 Nonexclusive. Because Consultant may from time to time provide Services to others that are similar to those provided hereunder, this Agrecment, escept as provided in Section 4 hercof, will not be deemed to prevent Consultant from providing services similar to the Services for any other person, firm or entity, or in any other manner restrict Consultant from using its personnel who provide Services to Client hereunder. Section 2. Compensation and Payment Between the Parties Client will compensate Consultant for Services rendered hereunder in accordance with, and as more fully described in, Exhibit B attached hereto and incorporated hercin by reference. In addition, Client must reimburse Consultant for all reasonable and necessary expenses incurred by Consultant in rendering the Services, as more fully described in Exhibit B attached. Unless otherwise indicated in this Agrecment, in Exhibit B, or in any Statement of Work, Client must pay Consultant any amounts owed within 14 days ofreccipt of Consultant's invoice therefor, and all balances that remain unpaid more than 14 days after the date ofinvoice will be subject to a finance charge of1.5% per month until paid in full. Client must pay Consultant's costs ofcollection (including reasonable attorneys' fees) with respect to any delinquent balance. Section 3. Ownership and Rights Client acknowledges that Consultant owns and will continue to own all right, title and interest in and tos all Proprietary Rights, and nothing herein will be deemed to grant to Client any license or right in or to any Proprietary Rights. Without limiting the foregoing, Client must not copy, distribute, publicly display or create derivative works of the Prepared Materials without Consultant's prior written permission. Notwithstanding, ifit should be determined that any Proprietary Rights or supporting documentation constitute a "Work Made for Hire," * Client will and hereby does assign to Consultant for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all right, title and interest that it may possess in such Proprietary Rights and the underlying materials and documentation, including all copyright, patent rights and any moral rights thereto and other proprietary rights relating thereto. Section 4. Confidentiality Client agrees that it will hold in confidence and, without Consultant's prior written consent, will not disclose to third parties, or use other than for Client's internal business operations, the Proprietary Materials, Consultant's Confidential Information, or any other information it receives or acquires from Consultant concerning Consultant's Proprietary Materials or Confidential Information; provided, however, that Client will have the right to disclose as much of such information to those ofits trusted employees and contractors as is necessary to enable them to use such information in furtherance ofClient's internal business operations, as long as such employees and contractors either (i) are bound by confidentiality and non-disclosure obligations with Client no less restrictive than those set forth in this Section 4, or (it) acknowledge and agreed to abide by Client's confidentiality obligations under this Section 4. Without limiting the generality ofthe foregoing, Consultant must not forward any email sent by Client, and must not disseminate any Proprietary Materials attached thereto, other than to those of Client's trusted employees and contractors who will attend Consultant's workshop to which such Proprietary Materials relate, ifa applicable, and who satisfy the conditions set forth in clauses (i) or (ii) ofthe immediately preceding sentence. Client will be responsible for any unauthorized use or disclosure of Confidential Information by any employee or contractor to whom it discloses Confidential Information under this Section 4. Nothing herein will deprive Client of the right to use any information (a) that is now or that becomes generally known to the public or is otherwise in the public domain so long as such information is or becomes so known through no fault of Client, (b) developed and possessed by Client prior to its disclosure to Client hereunder, or developed hereafter without reference to or use of any Confidential Information of Consultant, (c) received by Client lawfully and in good faith from a third party who is under no obligation with regard to Consultant, directly or indirectly, or (d) legally required to be disclosed by Client by a government agency or court of law having. jurisdiction, but only if Client provides Consultant with prompt notice under the circumstances prior to disclosure so that Consultant may seek judicial protection. Client acknowledge that money damages alone mayl be an inadequate remedy foral breach ofthis Section 4 and that Consultant will be entitled, without the necessity of posting a bond, to permanent or temporary injunctive relief, or a temporary restraining order, to prevent an actual or threatened breach oft this Section 4. Section 5. Representations and Warranties Consultant represents and warrants to Client that all Services provided to Client hereunder will be performed in a good and workmanlike manner by properly trained resources in accordance with applicable laws. EXCEPT FOR THE LIMITED REPRESENTATIONS. AND WARRANTIES SET FORTH IN THIS SECTIONS, CONSULTANT MAKESNO! REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVIÇES, AND CONSULTANT DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT ACKNOWLEDGES THAT IT IS ENTERING INTO THIS AGREEMENT OF ITS OWN AÇCORD, AND THAT IT IS NOT RELYING ON ANY REPRESENTATION, WARRANTY OR OTHER PROVISIONNOT EXPRESSLY PROVIDED IN THIS AGREEMENT. Section 6. Limitation ofLiability NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY STATEMENT OF WORK TO THE CONTRARY, UNDER NO CIRCUMSTANCE WILL CONSULTANT BE LIABLE TO CLIENT FOR ANY PUNITIVE OR EXEMPLARY DAMAGES OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF USE, PROFITS, REVENUE OR BUSINESS) ARISING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANYI LIMITED REMEDY HEREIN. THE FOREGOING EXCLUSION WILL APPLY REGARDLESS OF WHETHER SUCH DAMAGES ARE SOUGHT BASED ON BREACH OF 2 CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY. UNDER NO CIRCUMSTANCE WILL CONSULTANT'S LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE FEES PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY. Section 7. Term and Termination 7.1 Term Generally. This Agreement will commence as ofthe Elfective Date and will continue until Consultant has completed the Services, unless carlier terminated as provided in this Section 7. 7.2 Termination for Convenience. Either party may, at its option and in its discretion, terminate this Agreement or any outstanding work under a Statement of Work that has not been completed upon 90 days' prior written notice to the other party. 7.3 Termination for Cause. If a party breaches any material provision or requirement of this Agreement (including any Statement of Work), the non-breaching party may terminate this Agreement or the affected Statement of Work by giving 30 days' written notice of termination to the other party, except that such a termination will not take effcct ifthe breaching party cures the applicable breach to the non-breaching party's reasonable satisfaction before the end of such 30-day period, if then subject to cure. In addition, if Client fails to pay Consultant for the Services as payment becomes due, or ifClient is not otherwise able to make payment to Consultant, Consultant may suspend its performance under this Agreement and any Statement of Work pending receipt of payment, or Consultant may terminate this Agreement or any Statement of Work by giving 30 days' written notice oftermination, except that such a termination will not take effect ifClient pays all outstanding invoices before the end of such 30-day period. The right to terminate described in this Section 7.3 will be in addition to any other remedics the non-breaching party may have at law, in equity, or otherwise. 7.4 Immediate Termination. A party may terminate this Agreement or any Statement ofWork immediately by giving written notice to the other party: (i) ifsuch other party makes an assignment for the benefit ofcreditors, becomes unable to pay its debts as they become due, dissolves or liquidates, or files a voluntary petition in bankruptcy or a similar proceeding; (i) if an involuntary petition in bankruptcy or a similar proceeding is filed against that other party and is not stayed or dismissed within 60 days; (iri) ifa receiver is appointed for all or substantially all of such other party's assets; or (iv) if execution is made on all or substantially all of such other party's assets. 7.5 Steps Upon Termination. Upon the cffective date of a termination, Consultant, with respect to any Statement of Work that is not then completed, will inform Client of the extent to which Consultant's performance is completed through such date. Consultant will be entitled, in the event ofany termination, to be paid for Services performed through the date oftermination and to be paid any other amount Consultant's right to which has vested prior to termination in accordance with Exhibit B, if applicable. Consultant will also be entitled to retain any prepaid amount identified as being non-refundable in Exhibit B; provided, however, that prepaid amounts will be returned to Client upon (i) Consultant's termination of this Agreement for convenience under Section 7.2 hereof, or (ii) Client's termination of this Agreement for cause under Section 7.3 hereof. 7.6 Effect of Termination. Upon termination of this Agrecment, no additional work will be performed by Consultant on behalf of Client. Ifa Statement of Work is terminated but one or more Statements of Work remain in effect and are not also terminated, this Agreement will remain in effect with respect to each of those Statements of Work until that particular Statement of Work is itself terminated or performance under that particular Statement of Work is completed. In addition, the terms of this Section 7 and of Sections 2 (including Eshibit B), 3, 4, 6, 8, and 2 will continue in effect following any termination ofthis Agreement and as to any terminated Statement of Work. 3 Section 8. Independent Contractor, Worker's Compensation, Subcontractors, Etc. 8.1 Generally. Each ofClient and Consultant is and will remain an independent contractor with respect to all performance rendered under this Agreement. Neither Consultant nor its employees will be considered an employee or agent ofClient for any purpose. Except as expressly provided in this Agreement, neither party will have the authority to bind or make commitments on behalfo oft the other party for any purpose, and neither willl hold itself out as having such authority. Consultant will have sole responsibility for thes supervision, daily direction and control, payment of salary (including withholding of income taxes and social security), worker's compensation, disability benefits and the like of Consultant's personnel. 8.2 Subcontracting. Consultant may, at its option, subcontract work under this Agreement, but Consultant's subcontracting work will not affect its responsibilities under this Agreement. Section 9. Miscellaneous 9.1 Notices. Any notice or other communication required or permitted under this Agreement must bei in writing (and communication sent via email constitutes communication sent in writing for this purpose), and sent to the parties at their respective addresses or email addresses set forth in the preamble to this Agreement. A notice or other communication under this Agreement will be effective as to a party (i) three business days after being sent certified U.S. mail to the party at its address set forth in the preamble to this Agreement, return receipt requested, postage prepaid; (ii) upon receipt when delivered by hand delivery to the party at its address set forth in the preamble to this Agreement; (iii) when sent, if sent by email to the party at its email address set forth in the preamble to this Agreement (unless the sender receives notice of non-delivery); or (iv) one business day after being sent by reputable overnight courier, charges prepaid, to the party at its address set forth in the preamble to this Agreement. The address or email address ofay party may be changed by written notice to the other party in accordance with this Section 9.1. 9.2 Forcel Majeure. Neither party will be liable for failure to fulfill its obligations hereunder (other than at failure to pay money) if that failure is caused, directly or indirectly, by flood, communications failure, extreme weather, fire, mud slide, earthquake, orother natural calamity, riots, civil disorders, rebellions or revolutions, acts of governmental agencies, quarantines, embargoes, malicious acts of third parties, labor disputes affecting vendors or authorized subcontractors and other events for which the party claiming force majeure is not responsible. 9.3 Assignments. Except as otherwise provided in this Agreement, this Agreement is personal to the parties and neither it nor any ofthe rights or duties ofthe parties hereunder may be assigned or otherwise transferred by either party without the other party's prior written consent. Any act that is inconsistent with the terms ofthis Section 9.3 will be ofno effect. 9.4 Governing Law: Venue. This Agreement will be governed by and construed in all respects in accordance with the laws ofthe State ofOhio without regard to its conflict oflaws principles. All disputes arising under this Agreement must be litigated in the state or federal courts located in Geauga County, Ohio, and the parties consent to the exclusive venue and jurisdiction of such courts. 9.5 Interpretation. Where permitted by the context, each pronoun used in this Agreement includes all genders and both singular and plural, and each noun used in this Agreement includes both singular and plural. The use ofthe word "including" in this Agreement is meant to be illustrative and not exhaustive, sO that it means including without limitation the items following. If there is an inconsistency between the terms of this Agreement and the terms ofa Statement ofWork, the terms ofthe applicable Statement of Work will govern and control. 9.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or contrary to law, it will be modified where practicable to the extent necessary soO as to be 4 enforceable (giving cffect to thei intention ofthe partics) and the remaining provisions ofthis Agreement will not be affected. 9.7 Waivers. No waiver ofany ofthe provisions ofthis Agrcement will be effective unless it is made in a writing that refers to the provisions so waived and is executed by an authorized representative of the party waiving its rights. No course of dealing and no delay or failure of a party in exercising any right under this Agrecment will affect any other or future exercise ofthat right or any exercise of any other right. 9.8 Entire Agreement. The provisions ofthis Agreement, the Exhibits and all Statements ofWork in conncction herewith constitute the entire agreement between the parties relating to their subject matter and supersede all prior agreements, oral or written, and all other communications relating to that subject matter. This Agrecment and any Statement ofWork may only bc amended in a writing signed by both parties. 9.9 Definitions. The following capitalized words used in this Agrecment, and the singular, plural, and other derivatives thercof, have the meanings set forth below: "Confidential Information" means all information, in any format, disclosed by Consultant to Client or its employees or contractors, whether in writing, orally, or through visual observation, and whether before, during oraftert the term ofthis Agrecment, including all Prepared Materials, products, opcrations, techniques, strategies, technical data, capabilitics, systems, technology, specifications, rescarch and marketing data, marketing and business plans, financial data, and any non-public information ofConsultant whether or not related to this Agreement, and all copies or summarics ofany ofthc foregoing. "Prepared Materials" means all PowerPoint presentations, handouts, and any other materials prepared or disseminated by Consultant in connection with performance of the Services (whether in tangible or digital format), together with any and all summarics or copies thereof. "Proprietary Rights" means (i) the Prepared Materials, (i) all modifications and improvements to the Prepared Materials, (iii) all serviccmarks, trademarks, trade names, trade dress, logos, designs, emblems, slogans, symbols and other commercial indicia used by Consultant at any time, (iv) any and all copyright, patent rights and moral rights to the Prepared Materials and other proprietary rights relating thereto, (v) Confidential Information, and (vi) all goodwill associated with any ofthe foregoing. "Statement ofWork" means a document substantially in the form ofExhibit C attached hereto signed by an authorized representative of Client and Consultant identifying specific Services to be performed by Consultant beyond the Services initially commissioned hereunder as ofthe Effective Date. A Statement of Work should address the following items: (i) a description of the Services to be provided; (ii) the compensation to be paid and dates of payment; (iii) any assumptions upon which the Statement of Work is based; (iv) ifa applicable, the estimated delivery schedule of any dcliverables; (v) a specific reference to this Agrecment; and (vi) any other applicable information. 9.10 Counterparts and Facsimiles. This Agrecment may be executed in separate counterparts, which together will constitute a single instrument. The execution and delivery of this Agreement may be evidenced and effected by facsimile or other manner of electronic transmission. 9.11 Indemnification. 5 (a) Consultant will, at its expense, protect, defend, indemnify and hold Client harmless and pay all damages, costs or expenses incurred by Client arising from (i) any breach by Consultant of any representation or warranty or other provision of this Agreement, or (ii) the reckless act or omission ofConsultant except to the extent directly ori indirectly arising from or related to the acts or omissions ofClient or its employees or agents. (b) Client will, at its expense, protect, defend, indemnify and hold Consultant harmless and pay all damages costs or expenses incurred by Consultant arising from (i) any breach by Client of any representation or warranty or other provision of this Agreement, or (ii) the reckless act or omission of Client except to the extent directly or indirectly arising from or related to the acts of omissions of Consultant or its employees or agents. [signature page follows] 6 Consultant and Client have signed and delivered this Agreement on the dates specified below, effective as of the Effective Date. Brush Development Company [Client Name] By: By: Name: Title: Date: 4-abun Name: Jennifer A Brush, MA. CCC/SLP Title: Director Date: March 30, 2025 7 EXHIBIT"A" SERVICES Service Examples Check AHl that Apply A. Managing Sundowning and Wandering 1 hour X 1 Workshop Presentation workshop live, online. B. C. Other: A. 2 Post-Workshop B. Consulting C. D. Other: A. 3 B. C. D. E. Other: A. 4 B. C. D. E. Other: EXHIBIT "B" FEE FOR SERVICES (Add additional pages as needed) Client will pay Consultant remuneration for the Services in accordance with Section 2 of the Agreement as follows: (Check boxes that apply and fill in specific referencc to Services described in Exhibit A(c.g. Ex. A(IYA)): Workshop Fee (S500): Applies to the following items listed in Exhibit A: Ex. A(I) $500 duc within 14 days of execution (non-rcfundable, unless Consultant cancels workshop) Post-Workshop Consulting Compensation: Applies to the following items listed in Exhibit A: Ex. A(2) Consulting compensation to be paid in three equal installments. Consultant's right to post-workshop consulting compensation vests upon Client's execution of this Agreement (if post-workshop consulting services are to be provided under Exhibit A) or the applicable Statement of Work, and must be paid even if Client cancels the meeting(s) or site visit(s) to which such consulting services apply. Hourly Compensation: Applies to the following items listed in Exhibit A: $ per hour, prorated for any fraction thereof to be paid during the term, based upon submission of written invoices stating the date and nature of the Services performed during the period and the number of hours worked rounded to the nearest 1/10th of an hour. The partics will negotiate in good faith to resolve any contested amounts. Expense Reimbursement: Applies to the following items listed in Exhibit A: Consultant will be reimbursed for, airline tickets (additional leg room for international flights), airport parking. and 4 nights lodging In the case of workshops, Consultant will purchasc airline tickets upon receipt of Client's $500 non-refundable deposit. Reimbursement for airline tickets is due within 14 days afler receipt ofConsultant'si invoice therefor. Reimbursement for airline tickets is non-refundable (unless Consultant cancels workshop). Other: Applies to the following items listed in Exhibit A: 2 EXHIBIT "C" STATEMENT OF WORK NUMBER 001 TO CONSULTING AGREEMENT Dated March 30, 2024 (the "SOW Effective Date") This document and its attachments comprise Statement of Work Number (this "Statement of Work") under the Consulting Agreement (the "Agreement") dated March 30, 2025 by and between Brush Development Company, an Ohio corporation ("Consultant"), and Butler County Area Agency on Aging a non profit organization ("Client"). Capitalized terms used but not defined in this Statement of Work will have the meanings given to them in the Agreement. 1. Introduction Consultant and Client have entered into the Agreement governing Consultant's performance of various Services a for the benefit of Client. Client desires that Consultant perform the Services detailed in this Statement of Work, and Consultant desires to perform such Services, in accordance with the terms and conditions of the Agreement and this Statement of Work. 2. Summary Present 1-hour education workshop about dementia online. 3. Scope of Work Deliver 1-hour Understanding Sundowning and Wandering workshop, live online on May 5 at 2 PM ET. Brush Development will provide handouts by email to client one week before the presentation. 4. Compensation $500 paid by check or direct deposit to Brush Development Company. 5. Additional Terms 6. Miscellaneous This Statement of Work, the Agreement, and the other documents specifically referenced in and made a part ofthis Statement of Work constitute the parties' entire agreement with respect to the subject matter of this Statement of Work. All prior and contemporaneous negotiations and documents, whether oral or written, between the parties with regard to the subject matter of this Statement of Work are expressly superseded by this Statement of Work. To the extent a provision ofthis Statement ofWork is inconsistent with a provision of the Agreement or any other Statement of Work, the provisions of this Statement of Work control. This Statement ofWork may be executed in counterparts, and the execution and delivery of this Statement of Work may be evidenced and effected by facsimile or other manner of electronic transmission. This Statement ofWork is effective as ofthe SOW Effective Date. Consultant and Client have signed and delivered this Statement of Work on the dates specified below, effective as of the SOW Effective Date. Brush Development Company [Client Name] By: By: Name: Title: Date: 4pabu Name: Jennifer A Brush Title: Director Date: 3/30/2025 2 IN WITNESS WHEREOF, the parties hereto have executed this contract which shall be considered an original, as the day and year first above written. BUTLER COUNTY AREA AGENCY ON AGING BY THE BOARD OF COMMISSIONERS OF THE COUNTY OF BUTLER: Date: Leslie A. Osche, Chairman Kimberly D. Geyer, Vice Chairman Kevin E. Boozel, Secretary Lori E. Altman, Dir. of Human Resources/ChiefClerk PYROTECNICO FIREWORKS, INC. This Fireworks Display Agreement ("Agreement") entered into this on March 26, 2025 by and between PYROTECNICO FIREWORKS, INC. ("Pyrotecnico") and Butler County Parks and Recreation and Butler Township. PA (CUSTOMER). Pyrotecnico, for and in consideration of the terms hereinafter mentioned, agrees to furnish to the CUSTOMER Fireworks Display(s) and related services ("Fireworks Display"), including the services of Pyrotecnico's on-site representative to take charge of and perform the Fireworks Display under the supervision and direction of the CUSTOMER. The Firework Display to be given on July 2. 2025 (the "Display Date"), weather permitting. The offer contained in this Agreement is only valid ifit is signed and returned to Pyrotecnico by April 10. 2025("Expiration Date"). Pricing and availability are only guaranteed as long as Pyrotecnico receives the signed Agreement by the Expiration Date. Customer agrees to pay Pyrotecnico the sum of $15.550.00 (the "Contract Price"). Pyrotecnico will invoice CUSTOMER a deposit of $7,750.00 is due April 10, 2025and the final balance shall be due Net10 from the Display Date. A service fee of1 % per month shall be added if the account is not paidi in full within 30 days of the Display Date. CUSTOMER agrees to pay any and all collection costs, including reasonable attorney's fees and court costs incurred by Pyrotecnico for any amount due under this Agreement. Pyrotecnico and CUSTOMER agree that should inclement weather prevent the performance oft the Fireworks Display on the Display Date, the parties shall agree to a mutually convenient alternate date, within three (3) months of the Display Date. If the show is rescheduled prior to Pyrotecnico's truck leaving the facility, CUSTOMER shall remit to Pyrotecnico an additional $2.325.00 for additional expenses in presenting the Fireworks Display on an alternate date. If the show is rescheduled after Pyrotecnico's truck leaves the facility, CUSTOMER shall remit to Pyrotecnico an additional $6.200.00 for additional expenses incurred. The determination to cancel the show because ofi inclement or unsafe weather conditions shall rest within the sole discretion of Pyrotecnico. In the event the CUSTOMER does not choose to reschedule another date or cannot agree to a mutually convenient date, Pyrotecnico shall be entitled to $7.750.00 Pyrotecnico agrees to furnish all necessary fireworks display materials and personnel for fireworks display in accordance with the program approved by the parties. Quantities and varieties of products in the program are approximate. After final design, exact specifications will be supplied upon request. Should this display require any Union, permit, or fire department related costs; their fees are not included in the Contract Price. CUSTOMER will timely secure and provide the following: (a) Sufficient area for the display, including a minimum spectator set back distance of 400 FEETat all points from the discharge area and that this discharge area shall not have any unauthorized personnel or vehicles; (b) Funds for all permits, licenses, and approvals as required by local, state and federal laws for the Fireworks Display; (c) Protection of the display area by roping-off or similar facility; (d) Adequate police protection to prevent spectators from entering display area; (€) Search of the fallout area at first light following a nighttime display; and (f) Provide credit as "Fireworks by Pyrotecnico" in all advertising and marketing materials. Pyrotecnico will maintain general liability, property damage, transportation and workers compensation insurance. All those entities/individuals who are listed on the certificate ofinsurance, provided byl Pyrotecnico, will be deemed to be an additional insured on such policy. This insurance coverage specifically does noti include coverage for anyi independent acts ofn negligence of any additional insured. To the fullest extent permitted by law, the Pyrotecnico Corporation agrees to defend, pay on behalf of, indemnify, and hold harmless, the County of Butler, Butler Township and Alameda Park and its elected and appointed officials, employees and volunteers and others working on behalf of the County of Butler, Butler Township and Alameda Park against any and all claims, demands, suits, or loss, including all costs connected therewith, and for any damages which may be asserted, claimed, or recovered against or from the County ofl Butler, Butler Township and Alameda Park, its elected and appointed officials, employees and volunteers and others working on behalf of the County of Butler, Butler Township and Alameda Park, by reason of personal injury, including bodily injury or death and/or property damage, including loss of use thereof, which arise out of ori is in any way connected or associated with this contract for the provision of a fireworks display by Pyrotecnico Corporation on July 2, 2024 at Butler County Alamedal Park. SIGNATURES TOI FOLLOW ON NEXT PAGE Pyrotecnico Fireworks Display Agreement 2025 1of3 CUSTOMER INITIALS: PYROTECNICO: BUTLER TOWNSHIP.PA: By (sign):. By (sign). Name: Name: Title: Title: Date: Date: Address: PO Box 149 Address: New Castle PA 16103 Phone: (724)652-9555 Phone: Email: contiad@nylemie.con Email: BUTLER COUNTY.PA: By (sign): Name: Title:. Date: Address: Phone: Email: Pyrotecnico Fireworks Display Agreement 2025 2of3 CUSTOMER INITIALS: F PYROTECNICO CONTACTINSURANCE INFORMATION FORM You must return this form with your signed Agreement for the Certificate of Insurance to be issued, and for the permit application to be completed and submitted. If information Isn't applicable, please state such by Indicating "NIA". Customer Name (Entity Contracting Pyrotecnico): Primary Point of Contact Name: Phone: Fax: Email: Billing Address: City, State & Zip: Accounts Payable Contact: Accounts Payable Email: Date(s) of Show: Display Start Time(s): Rain/Postponed Date(s): Day-of-Show Contact Name: Day-of-Show Mobile Phone Number: Day-of-Show Email: Display Site Location(s) and Address(es): If Pyrotecnico has produced a show at this site, has the geography changed (i.e, new structures, new terrain, etc.)? If yes, please describe: Additionally Insured = If Applicable: Pyrotecnico Fireworks Display Agreement 2025 3of3 CUSTOMER INITIALS: BUTLER COUNTY, PA / BUTLER TOWNSHIP, PA Display Site Plan Alameda Park Alameda Park Road Butler, PA 16001 lameda Park Rd LAT / LONG: 40°52'29.46" N 79°55'34.32" W REVISED DATE: 04.04.2024 NOTES: Site plan is drawn to an approximate scale using NFPA 1123, NFPA 1126 or NFPA 160 as applicable. 2 2UAlLu - Firing Site PYROTECNICO - Safety Fallout Zone - 400' Radius 4" Maximum Device Per Pyrotecnico 100' Per Inch Policy Butler County Board of Commissioners Economic Development and Planning 124 W. Diamond Street, PO Box 1208, Butler, PA 16003-1208 Phone 724.284-5300 Fax 724.284-5315 TDD724.284.5473 Commissioners ChiefofEconomic Leslie A. Osche, Chairman Development & Planning Kimberly D. Geyer, Vice Chairman Mark Gordon Kevin E. Boozel, Secretary TO: Board of Butler County Commissioners FROM: Wendy Leslie, CDBG Coordinator RE: Public Meeting April 9, 2025 The following item(s) are for the public meeting: 1.) Slippery Rock Township McCandless Road Phase 2 Approval to advertise for bids for Phase 2 of the McCandless Road Reconstruction project in Slippery Rock Township. 2.) Modification of2024 County funds to West Sunbury Borough Seeking approval to reallocate $31,907 oft the 2024 CDBG Housing Rehabilitation funds to the West Sunbury Borough Sewer Equipment project. 3.) Approval to advertise for bids for the West Sunbury Borough Sewer Equipment Project Approval to advertise for bids or receive quotes on the West Sunbury Borough Sewer equipment project? Hammonds, Pamela From: Kelly, Sheryl Sent: Thursday, April 3, 2025 2:47 PM To: Butler County Public Meeting Cc: Gordon, Mark Subject: RE: Agenda Item - April 9 Public Meeting CORRECTION My apology -I misunderstood the recommendation from the consultant and the three highlighted landfills below will also be included in the request on April 9, for a total of fifteen (15) landfills to enter into contracts with the county. Thank you, Sheryl From: Kelly, Sheryl Sent: Thursday, April 3, 2025 9:38 AM To: Butler County Public Meeting <BOCMeeting@co.butler.pa.us) Cc: Gordon, Mark MGononerolbuterpup Subject: Agenda Item - April 9 Public Meeting Good Morning: At the next Public Meeting, I will request approval for the county to enter into Municipal Waste Processing and Disposal Service Contracts (copy attached) with the landfills listed below. Under the requirements of Pa. Act 101, counties must secure guaranteed landfill space for use by their municipal waste haulers for a period of ten years. The owners ofthe landfills listed below submitted complete proposals, meeting legal, technical, operational and financial requirements. Butler County has an "open" type of Solid' Waste Plan, meaning that any landfill can petition the county at any time to request to be included in its Plan and must meet the same RFP requirements. There is no cost or liability to the county and municipal waste haulers operating within Butler County are required to use the landfills under contract. Owner: Denaples CES Landfill - Hegins, PA Keystone Sanitary Landfill = Dunmore, PA Owner: Joseph Brunner JJ Brunner Landfill = Zelienople, PA Owner: Noble Environmental Greentree Landfill = Kersey, PA Westmoreland Landfill, Belle Vernon, PA Owner: Waste Management Arden Landfill, Washington, PA Lake View Landfill - Erie, PA Laurel Highlands - Johnstown, PA Monroeville Landfill, Monroeville, PA 1 MUNICIPAL WASTE PROCESSING AND DISPOSAL SERVICE CONTRACT THIS MUNICIPAL WASTE PROCESSING AND DISPOSAL SERVICE CONTRACT (hereinafter referred to as the "Contract") entered this dayof bya and between THE COUNTY OF BUTLER, Butler Pennsylvania, hereinafter jointly referred to as the "County" AND hereinafter referred to as the Dlamadhay/asrCamps, "Contractor" whose permitted processing and disposal facility Permit No issued by isl located in (Municipality)les), County, _State. WITNESSETH: WHEREAS, the Butler County Board of Commissioners, acting through the Butler County Department of Recycling and' Waste Management, have developed and adopted the 1990 Municipal Waste Management Plan and its revisions in 2004 and the 2017 Municipal Solid Waste Management Plan for Butler County and its revisionsin: 2025 in accordancev with then requirements ofthe Pennsylvania Municipal Waste Planning, Recycling and Waste Reduction Act of1988 ('Act101); and, WHEREAS, the municipalities in Butler County have duly approved and ratified the 1990 Municipal Waste Management Plan pursuant to the requirements of section 501 of Act 101; and, WHEREAS, this 1990 Municipal Waste Management Plan andi its revisions in 2004 and the 2017 Butler County Municipal Solid Waste Management Plan andi its revisions in 2025 requires that all Municipal Waste generated within Butler County must be disposed only at a Municipal Waste processing and disposal facility that is designated by the County pursuant to this plan to insure the availability of adequate permitted processing and disposal capacity! for the Municipal Waste generated in Butler County; and WHEREAS, Act 101, requires the County, as part of its plan, to provide for assurance for capacity or the processing: gand disposal lofall MunicipalWaste expected to be generated within the Coumyloraperioddfatlas: the next ten (10) years, and further requires the County to execute and submit to the Department, contracts evidencing the implementation of its approved Plan and insuring sufficient avallable processing or disposal capacity;and, WHEREAS, the Contractor wishes to be designated by the County as one ofthe Municipal Waste processing or disposal facilities where the Municipal Waste generated within Butler County must be disposed; and, WHEREAS, the Contractor is willing to guarantee the availability of adequate, permitted processing ordisposal capacity for such waste and the costs for such services for a ten-year contract period in exchange for such designation' by the County; and, WHEREAS, the County and the Contractor now desire to enter into this Contract in order to effectuate the goals ofthe Municipal Wastel Management Plan for Butler Countyandt to further setforth the agreements between the parties with respectt thereto; NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and pursuant to the parties' intent to be legally bound under the Uniform Written Obligations Act, 33 Pa.cS. S 6, the undersigned! hereby agrees as follows: I. DEFINITIONS Unless the contextdearlyi indicates otherwise, the followingwordsand" terms, as used in this Contract,shallhave the following meanings: Acceptable Waste -Waste that Contractor is permitted to manage, process, store and/or dispose at the Landfll, in accordance with its Permit for a Solid Waste Processing and Disposal Facility, which was issued by the Pennsylvania Deparmentofimwirvamenat Protection ("DEP") or the equivalent regulatory agencyin the: state where the facility is located and under applicable Pennsylvania law or that in which the facility is located, including, but not limited to, the Pennsylvania Solid Waste Management Act and the rules and regulations promulgated thereunder; and waste which is not inconsistent with the Facility's Waste Acceptance Policy as defined! herein, Act101-7 Thel Pennsylvania Municipal Waste Planning Recycling and' Waste Reduction Act of 1988. Affiliate Any individual or entity that controls, is controlled by, oris under common control with a party to this Contract, or in the case ofa sole proprietor, anyl blood relative or employee of the contractor, as designated by this Contract. BulkyWaste! (White Goods) -Largei items ofRefuse, including, butnotl limited to, appliances, furniture, auto parts, trees, branches or stumps which may require special handling duet to their size, shape or weight. Butler County- a fourth class county located in the Commonwealth of Pennsylvania Commercial Waste: -All solid waste originating from commercial establishments engaged in non-manufcturing or non-processing! business, including, but notl limited to, stores, markets, officel buildings, restaurants, shopping centers and theaters. Construction Demolition Waste - Municipal Solid waste resulting from the Construction or Demolition of buildings and other structures, including, but not limited to, wood, plaster, metals, asphaltic substances, bricks, blockand unsegregated concrete. Contract -The Municipal Waste Processing and Disposal Service Contract, between the County and the Contractor. Contractor-Thel Facllityandl Parent Companyi identified: as such on the! first page ofthis contract or any permitted successors, assigns, or affiliates. County -The County of Butler Pennsylvania, acting by and through the Butler County Board ofCommissioners and the Department ofRecyclingand Waste Management ort their designated representative. Department ofRecydinga and Wastel Management- - An agency of Butler County Government delegated with the responsibility of developing and implementing the Butler County Municipal Solid Waste Management Act and assoclated programs and: services. Department or DEP The Pennsylvania Department ofEnvironmental Protection (DEP). Domesticor Residential Waste- -Solid waste comprised ofGarbagea and Rubbish, which normally originates from residential private households or apartment houses. Faclity-land,: structures and other appurtenances or improvements where municipal waste processing and disposal is approved and permitted to occurunder Federal land statel law.AFadlityindludes: al landfillaresource recovery facility, a waste-to-energy facility, a digester and/or other municipal solid waste processing and disposal technologles operating under the provisions of a permit approved and issued by the Pennsylvania Department of Environmental Protection or the state regulatory agency in which the operation isl located. Garbage: -Putrescible animal or vegetable wastes resulting from the handling preparation, cooking, serving or consumption offood and food containers. Hauler and Waste Collector -Any person, firm partership, association or corporation, including any municipality, engaged in the business of collecting and transporting municipal solid waste to processing or disposal facilities. Hazardous Waste-A: solid waste or combination ofsolid wastes which, because ofits quantity, concentration or physical, chemical or infectious characteristics may: (1) cause or significantly contribute to an increase in mortality or an increase in morbidity in either an individual or the total population; or (2) pose a substantial present or potential hazard to human health or the environment when improperly treated, stored, transported ordisposed or otherwise managed; or (3) is otherwise defined as' "hazardous" bya any Federal or State statute or regulation. Industrial Waste- -Solid waste resulting from manufacturing and industrial processes, including, buti not limited to, those carried outi in factories, foundries, mills, processing plants, refineries, mines and slaughterhouses. Institutional Waste Solid waste originating from institutions including, but not limited to, public buildings, hospitals, nursing homes, orphanages, schools and universities. Landfll-The Contractor's permitted landfill identified on the first page ofthis contract LeafWaste- -Leaves, garden residues, shrubberyand treet trimmings, ands rmhEtaNENs clippings. Municipal Recycling Program LA source separation and collection program for recycling Municipal Waste, or a program of designated drop-offpoints or collection centers for recycling Municipal Waste, thatis operated by or on behalfofar municipality. Thet terms shalli linclude: anys source: separation and collection program for composting leafwaste thati is operated! by oro onl behalrofamunidpaliy. Thet term doesnoti indude any program forrecycling construction and demolition waste or sludge from sewage treatment plants orwater supplyt treatment plants. Municipality- -Any city, borough, incorporated town, township or county or any municipal authority- created by any ofthe forejoining Mumicipal Waste or Solid Waste -Garbage, Refuse, industrial lunchroom or office waste and other material, including solid, liquid, semi-solid or contained gaseous material, (but excluding Hazardous Waste) resulting from operation of residential, municipal, commercial or institutional establishments or from community activities; and any sludge not meeting the definition of residual or hazardous waste from a municipal, commercial or institutional water supply treatment; plant, wastewater treatment plant or air pollution control facility. The term does not include source separated recyclable materials or material approved by DEP for beneficial use. Operator Any person orr municipality that operates a municipal solid waste processing or disposal facility. Owmer- Thej person orn municipality who ist the owner of frecord of fa solid waste processing or disposal facility. Permit- -Aj permit issued by the Pennsylvania DEP to operate a Municipal Waste disposal, processing or transfer station facility. Permit/ Area The area ofland and waterwithin the boundaries ofthe permit, which is designated on the permit application maps as approved by the Pennsylvania DEP, or equivalent regulatory agency in the state in which thet facilityi is located. Proposal L Complete response to the Request for Proposals for Municipal Waste Processing and Disposal Services that wass submitted by Contractor tot the County. Putor Pay-A requirement to guarantee delivery of predetermined quantities ofwaste to a facility which also requires payment to the facility regardless of whether or not the waste was delivered for processing and disposal. Recycling- The collection, separation, recovery and sale or reuse of metals, glass, paper, leafwaste, plastics and other materials which would otherwise be disposed or processed as Municipal Waste, Refuse -Discarded waste materials in a solid or semi-liquid state, consisting of Garbage, Rubbish or a combination thereof. Remaining Permitted Capacity-At any time the remaining weight or volume of Municipal Waste that can be disposed at a permitted Municipal Waste disposal or processing facility. The term shall onlyi include the weight or volume capacity for which the Pennsylvania DEP (or the equivalent regulatory agency in state which the faclityisl located) hasi issued a permit. Residual Waste-Any Garbage, Refuse, other discarded material or other waste, including solid, liquid, semi-solid orcontained, gaseous material resulting from industrial, mining and agricultural operations and: lanysludge from an industrial, mining or agricultural water supply treatment facility, wastewater treatment facility or air pollution control facility, ifiti is not hazardous. Resource) Recovery) Facility-Ai facilitythat provides for the extraction and utilization ofmaterials or energy from Municipal Waste that is generated off-site, including, but not limited to, a facility that mechanically extracts materials from Municipal Waste, a combustion facility that converts the organic fraction of Municipal Waste to usable energyand any chemical or biological process that converts Municipal Waste into a fuel product or other usable material. The term does not include methane gas extraction from a Municipal Waste landfill, nor any separation and collection center, drop-offpoint or collection center for recycling Municipal Waste, or any source separation or collection center for compostingleaf waste. Rubbish Non-putrescible solid wastes consisting of combustible and non-combustible materials including leaf wastes. Sewage Sludge -The coarse screenings, grit and dewatered or air-dried sludges, septic and holding tank pumpings and other residues from municipal and residential sewage collection and treatmentsystems. Stabilized Sewage Sludge -Sewage sludge that has been treated to reduce odor potential and the number of pathogenic organisms. Treatment methods include anaerobic and aerobic digestion, composting lime stabilization and chlorine stabilization. Tipping Fee -The schedule of fees established by the owner or operator of a transfer station, sanitary landfill, procesingams/erresourerceykalylerampungvarousvpsvpsdhioldwaselorprocesingordsposal Unacceptable Waste -Any material that by reason ofi its composition, characteristics or quality, is ineligible for disposal at the processing and disposal facility pursuant to the provisions of the Resource Conservation and Recovery. Act of1976, 42U.S.C. $2605 (e), thel Pennsylvania Solid Waste ManagementAct: 35PS.56018.101, et seq. or other applicable Federal, State or local law; or any other material that the Contractor concludes would require special handling or present an endangerment to the landfill, the public health or safety, or the environment IL. SCOPE OF CONTRACT 1. Designationas Processingand Disposal Site In consideration ofOperator's Covenants and this Agreement, the County hereby agrees to include operator's Facility in its Plan as a designated non-exclusive processing or disposal facility for Municipal Waste generated in the County. 2. Effectivel Date This Contract shall become effective and the contractor shall begin providing Municipal Waste processing and disposal, service for the County underthe terms and conditions ofthis Contract on thedate the Contractis duly executedbythel Board lofCommissioners. 3.; Termofcontract Thet term ofthis Contractshall commence on the effective date,and: shall terminate on the earlierof(a): anyevent, the effect ofwhich is to permanently terminate the validity ofthe DEP Permit for the Facility (or the equivalent regulatory agency in state which the facility is located) or (b) Ten (10) years, or (c) terminated in writing by consent ofboth parties. 4. Compliances with Applicablel Laws The parties to the Contract: agree that the laws ofthe Commonwealth ofPennsylvania shall gover the validity, construction, interpretation and effect of the Contract. The Contractor shall conduct the service of Municipal Waste processing and disposal as provided by! for by the Contract in compliance with all applicable federal and state regulations and laws." The contract and the workt to be performed as described herein is also subject to the provisions of all pertinent municipal ordinances which shall be made a part thereof with the same force and effecta asi ifspecifically set out therein. The Contractor certifies that it is not currently under suspension or debarment by the Commonwealth of Pennsyivania or the Federal Government The Contractor shall not enter into any subcontract for any work under this contract with any subcontractor who is currently suspended or debarred by the Commonwealth of Pennsylvania or thel Federal Government A list of suspended and debarred contractors may be obtained by contacting the following: Department of General Services, Office of Chief Counsel, 603 North Office Building, Harrisburg PA 17125; Phone: 717-763-6472, Fax: 717-787-9138. 5.] Breacho of Contract If the Contractor fails to materially perform in a satisfactory manner in accordance with applicable Permit requirements orregulations' the County shalll have ther right to demand ini writing adequate assurances from the Contractor that stepsl have been ora are being taken to rectifyt the situation. Within ten (10) days ofreceipto ofany such demand the Contractor must submit to the County a written statement that explains the reasons for the non-performance or delayed, partial or substandard performance during that period and any continuance thereof. The Contractor: shall alsol have the option to appear before the County toj present any such explanation. Upon thel failure ofthe contractortos submita: statement orfailure ofthe Contractortoc correctanys such condition within fifteen (15) days after responding to the demand byt the County, unless the Countyl has agreed to al longer period (which agreement will not be unreasonably withheld), the County may, except under the conditions of force majeure, as defined herein, assess liquidated damages to the Contractori in accordance with the provisions stated herein and/or to terminate the Contract, and: as a remedy make demands under any remedy available to the County: as provided byl law. 6.) Penalties andA Actuall Damages Alisherbyundemsuodmi mutually agreed byand! between the Contractor: andthe Countythatt thel Mumicipal Waste processinga and disposal services tol be performed underthis Contractarevital: forthep protection ofpublic health and welfare andi iti is further understood and: agreed thatthe: servicestol be performed under this Contract willl be commenced on the date specified in this Contract. B.I Itisl hereby understood and mutuallya agreed bya andl between the Contractora and the County that reporting of complete and accurate data in the format required by this Contract is vital to evidence the implementation of Butler County's: approved Plan and the continued availability of sufficient processing or disposal capacity andi it isfurther understood: and: agreed thatt ther reports tol bes submitted underthis Contract int the formatrequiredwill be received by the County on the dates specified int this Contract. 1.AC Contractorthat operates, orwhose] parent company operates, a transfer station thatrecelves Butler County municipal waste for transport to one ofthe designated facilitiess shall also submitai reportfrom thet transfer station in accordance with Section IV. C.Ifthe Contractor neglects, fails or refuses to provide thel Municipal Waste processing and disposal services in accordance with the terms and provisions of the Contract, and as a result thereof there is a disruption or termination ofthel Municipal Waste processing and disposal services to be performed! by Contractor under this Contract, then the Contractor does hereby agree, as a partial consideration for the awarding oft the Contract, to pay to the County an amount to be determined as hereinafter set forth as actual damages for such breach of Contract for each and every calendard day that such: service is disrupted or terminated. D. The: amount of actual damages shall be equal to any additional total waste processing and disposal cost (ie, any processing and disposal costi in excess ofthe: amount that haulers normally would have paid for processing and disposal of the same amount of waste at the Contractors' Facility under the contract), if any, plus any additional total waste transportation costs (.e, any transportation cost in excess of the amount that haulers normallywould have paid fort transporting the same amount ofwaste to the Contractors Facility) ffa any, thatthe haulers have incurred for transportation andj processing and disposal ofthe Municipal Waste to an alternative processing or disposal facility ortransfer station. E. The Contractor shall not be responsible for the payment of any actual damages whenever the County determines that the Contractor was without fault and the Contractor's reasons for the breach of Contract are acceptable. Furthermore,; the Contractor: shall not be responsible foranya actual damages underthe conditions of force majeure as defined herein. F.Ifthe Contractor neglects, fails or refuses toj provide the complete and accurate reports. int the formati required bythe Countyina accordance with thet terms and provisions ofSectionl IV ofthe Contract, thent the Contractord does hereby agree, as a partial consideration for the awarding ofthe Contract, to pay to the County an amount to be determined as hereinafter set forth as penalties for such breach ofContractfore each and every calendardayt that such reportsi in the formati required byt the County are late, incomplete, inaccurate orinsufficient G." The amount of penalties shall be calculated at the rate of $300 per day for each and every calendar day past the required date forsubmission.! Ifmore than onei reportrequired in Sectionl IVo ofthe Contractisto bes submitted on1 thes same calendar day then the amount ofpenalties shalll be calculated separately for each and every: report that is late, incomplete, inaccurate or insufficient or improperly formatted. 7.1 Forcel Majeure Neitherthe Contractor nort the Countyshall bel liable fort the failuret to perform theirduties: and obligations under the Contract or for any resultant damages, loss or expense, if such failure was the result of an act of God, riot, insurrection, war, catastrophe, natural disaster ora any other cause which was beyond reasonable control ofthe Contractor or the County and which the contractor or County was unable to avold by exercise of reasonable diligence. 8. Assignment of Contract No transfer or assignment ofthe Contract or any right accruing under the Contracts shall be made in whole orin part by the Contractor without prior express written approval by the County (which approval shall not be unreasonably withheld).The delegation ofany Contract duties will require the written consent ofthe surety for the Contractor's performance bond, since such delegation will not relieve the Contractor or his surety of any liability and/or obligation to perform. In the event of any delegation of a duty, the delegate shall assume full responsibility and liability for performance oft that duty without affecting the Contractor's liability, and shall be responsible for compliance with andj performance of all terms and conditions ofthis contracti including! but not limited toj provisions for sureties and assurances ofa availability of10-year service. 9. Change ofOwnership In the event ofanyo change of control or ownership oft the Contractor's Facilities the County shall maintain the right to hold the original owner solely liable. However, the County, at its option may determine that the new ownership can adequately and faithfully perform the duties and obligations of the Contract for the remaining term oft the Contract, and elect to execute a novation, which will: allow the new ownership to assume the rights and duties ofthe Contractand release the former ownership ofall obligations and liabilities. Ther newownership would then be solely liable forthe performance ofthe Contract anda any claims orl liabilities under the Contract. 10. Waivers A waiver by either party ofanybreach ofanyprovisions ofthe Contract: shall: not be taken or held tol be a waiver ofanys succeeding breach ofs such provisions or as a waiver ofany provision itself. No payment or acceptance of compensation for any period subsequent to any breach shall be deemed a waiver of any right or acceptance of detective performance. 11. County's Obligations County shall not be obligated by thet terms oft this Contract to guarantee the delivery to Contractor's Facility of any minimum quantities ofl Municipal Waste or payment for any services provided by Contractort to anyhauler. 12. Mlegala andi Invalidu Provisions: Int the event any term, provision or other part oft the Contract: should be declared illegal, inoperative, invalid or unenforceable. such term or provision shall be amended to conform to the appropriate laws or regulations. In the case ofi illegal or invalid provisions, the remainder of the Contract shall notl be affected and shall: remain in full force and effect. 13.] lointands Severablel Liability If, after the date hereof, the Contractor is comprised of more than one individual, corporation or other entity, each ofthe entities comprising the Contractor shall be jointlya and severally liable. 14. Binding! Effect The provisions, covenants and conditions ofthe Contract shall apply to and bind the parties, their legal heirs, representatives, successors and: assigns. 15. Entire Agreement /Amendmentsi tot the Contract The provisions of this Contract, together with the Agreements and exhibits incorporated by reference, shall constitute the entire Municipal Waste Processing and! Disposal Capacity Contract between the County and the Contractor, superseding all prior processing and disposal capacity agreements or contracts, if any, except as otherwisey providedi in this Contract. No amendmento orI modifications ofthet terms and conditionsofthet Contract shalll bemade priort to the datet the Contractis duly executedl bythel Butler County Board lofCommissioners. Once the Contract is duly executed byt thel Butler County Board of Commissioners, no amendment or modifications of thet terms and conditions oft the Contract shall be effective unless such amendment or modification isi in writing and: signed by authorized representatives of all parties entitled to receive ai right or obligated or perform a duty under the Contract As signed original amendment to the Contract shalll be furnished to all parties tol be attached tot the original Contract. The Countyand the Contractor agree thata any existing Municipal Waste processingand disposal contracts between them are hereby rendered null and void and superseded by this Contract. Any existing Host County Fee Agreements between the parties shall remain int full force and effect not withstanding any provisions ofthis Contract. 16. MergerClause The Contract: shall constitute the final and complete: agreementand understanding between the parties, All prior and contemporaneous: agreements and understandings, whether oral orwritten, including, without! limitation, the Request For Proposals (RFP) submitted by Contractor, shall be without effect on the construction of any provisions or terms ofthe final contract ifthey alter, vary or contradict the Contract. 17.] Notices All notices, demands, requests and other communications under this contract shall be deemed sufficient and properly given ifin writing and delivered inj person, orb by recognized carrier service to the following addresses, or sent by certified or registered mail, postage prepaid, with return receipt requested, at such addresses. Provided, ifsuch notices, demands, requests or othercommunications are sent! by mail, they shall be deemed as given on the third day following such malling, which is not a Saturday, Sunday or day on which United States mail is not delivered: County: Butler County Department ofReçycling and Wastei Management, 124 West Diamond. Street, Annex Bullding Level UL, PO Box 1208, Butler, PA 16003, Attention: Ms. Shery! Kelly, Environmental Specialist, Recyding & Farmland Coordinator Contractor Notice. Address as shown on Form B. Either party may, byl like notice, designate any further or different addresses to which subsequent notices shall be sent.. Any notice under this Contract signed on behalf ofthe notifying party by a duly authorized attorney at law shall be valid and effective to the same extent as if signed on behalf ofsuch partyl by duly authorized officer or employee. IL. SERVICE, OPERATIONS, AND PERFORMANCE 1.Services ofthe Contractor The Contractor agrees to accept * process and dispose specified quantities and types of Municipal Waste originating from sources located in Butler County, in accordance with all applicable Federal, state and local regulations. Nothing herein shall prohibitany Contractor from enteringi into any separate contract twith another person or municipality to provide such waste collection and/ort transportation services. 2.Typesand Quantities ofMunicipal Waste The specific types and quantities ofMunicipal Waste that will be accepted at the Contractor's Facility underthis contract shall be those as listed in Form B: Annual adjustments to the maximum Municipal Waste quantities may be permitted if the request for adjustments is made in writing at least sixty (60) days in advance ofthe anniversary ofthee effective date ofthe Contract.Any quantyndusmetregpues will be mailed to the CountybyUnited: States Postal Service, Certified Mail. If an authorization is approved, it will be considered an amendment to this Contract and the adjusted quantities will supersede those previously in effect. 3J Maximum' Tipping Fees or Rates Schedule The maximum rate or tipping fee to accept the various types ofl Municipal Waste shall be as listed on Form A. 4.1 DeliveryofWastes The Municipal Waste to be accepted at the Contractor's Facility under this Contract will be delivered to the Contractor's Facility by municipal and/or private waste haulers. The waste haulers responsible for delivering the Municipal Waste that will be accepted under the contract will be those required to be authorized) by the Pennsyivania Waste' Transportation Safety Act 90 aswell: as those regularly engaged lint thel business ofs waste transportation but are exempt. Only Municipal Waste materials delivered to the Contractor's Facility by authorized and such exempt waste haulers shall count towards any maximum waste quantity limits underthe Contract. Contractor shall be responsible for obtaining a current list of the authorized waste haulers from the appropriate State agency. 5.) Minimum Hours ofOperation Unless mutually agreed upon otherwisel byt the Contractor and the County, the Contractorwill accept delivery of Municipal Waste from wastel haulersauthorized! Ibythel Pennsylvania Waste Transportation: Safety Act90 during the hours shown on Form B, excluding generally recognized business holidays, including without limitation (President's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Christmas and New year's Day). In the event of any lengthy travel time from sources in the County to an out-of-county processing and disposal facility, the Contractor will be required to exhibit flexibility in the operating hours for accepting wastes from Butler County. The Contractor shall have complete discretion to make additional arrangements for accepting waste ata any earlier orl later hours and/or on Sundays. 6. Complaints The Contractor shall receive and respond to all complaints from waste transporters authorized by the Pennsylvania Waste' Transportation Safety. Act 90 as well as those regularly engaged in the business ofwaste collection and transportation in Butler County regarding the acceptance of waste materials atl his Facility. Any complaints received by the County will be directed to the Contractor. In the event the Contractor cannot satisfactorily resolve a complaint within five (5) days after receipt oft the complaint, the County shall have the right to demand a written explanation or satisfactory resolution of the complaint pursuant to the breach of contract provisions herein. 7.] Municipall Recycling] Programs The County and individual municipalities in Butler County shall have the right to establish and operate any municipal recycling programs, including drop-off recycling centers and curbside collection programs, to: source separate: andi removei recyclable materials from the Municipal Waste: stream priorto the delivery ofthey wastet to the Contractor's facility. The Contractor shall notify the County in the event Contractor becomes aware that materials that are being collected in the County and/or municipal recycling programs are being routinely delivered to Contractor for waste processing and disposal. The Contractor shall cooperate with the County in reachingt the Commonwealth ofF Pennsylvania's Recyclinge goals. 8. Titlet to Solidy Waste Excepti in the case where any unacceptable waste or Hazardous Waste is delivered to the Contractor's Facility, the title to the Municipal Waste and any benefits of marketing any materials or energy recovered from the Municipal Waste shall pass to the Contractor upon delivery of the waste to the Contractor's Facllity and acceptance ofthe wastel by the Contractor. 9.] Unacceptable ork Hazardous Waste The Contractors shalll havet ther rightand discretion toi impectamdrfecanysuch Hamdous-maerUmapahx waste delivered to the Facility by the haulers servicing the county. The waste haulers authorized by the Pennsylvania Waste Transportation Safety Act 90as well as those regularly engaged in the business of waste transportation but are exempt from Act 90, shall be responsible for the prompt removal and processing and disposal of any such unacceptable waste and shall bear all costs associated with the subsequent removal, transportation andj processing and disposal ofsuch Hazardousa and/orUnacceptable waste, 10. Basis andl Method ofPayment A.' The County shall not be responsible for the direct payment of any tipping fees to the Contractor under the Contract. All tipping fees shall be paid directlyl by the municipal and/orp private waste haulers, which deliver the wastet to the Contractor's Facllity. B.The Contractor shall be responsible forthel billing: and collection ofall tpping fees from the wastel haulers. The method ofbillinga and collection arrangements betweent the waste haulers and the Contractor shall comply with all applicable Federal and State laws governing such commerce. and business activities. C. The County shall not be responsible for failure of any waste hauler, authorized or otherwise, to pay the Contractor's tipping fees and no such fees willl be paid byt the County. In the event Countyi is notified of repeated delinguenyermompaypment Y---wCanweew Caunynyeareiymds whichi maybe availablet tot the County. D. The Contractor shall not charge a tipping fee to any waste hauler authorized by the Pennsylvania Waste Transportation Safety Act 90, as well as those regularly engagedi in thel business ofwaste transportation buta are exempt, that is greater than the maximum rates established! by this Contract for each type ofwaste, Nothing in this Contract shall be construed to prevent or preclude the Contractor from negotiating alternate tipping fees with any wastel hauler provided such fees do not exceed the maximum rates under this Contract. 11. Ratel Escalationa and Adjustments A. If Contractor desires to adjust the maximum rate or tipping fee for] processing and disposal of each type of Municipal Waste under the Contract in excess of the amount provided in Form A in the RFP submitted by Contractor to the County, the Contractor may request the consent ofthe County for such increase by providing the County with at least 60 days advance written notice of the proposed increase. Consent to any proposed increase shall be at the: sole discretion of the County. The notice of] proposed increase to the County shall be delivered to the County by United States Postal Service, Certified Mail on or before October 1 ofthey yearpriorto the proposed effective date oft the increase. B. Unless the County and Contractor mutually agree to an altermate date, all annual rate adjustments shall become effective on January 1st of each year of the Contract to be consistent with the starting dates and new contract periods ofr fmost Municipal Waste collection contracts. C.The Contractor may also request consent of the County at any time for additional rate or fee adjustments on thel basis ofunforeseen changes in operating costs resulting from any new or revised federal, state orlocal laws, ordinances, regulations or permit requirements, which were: noti in effect at thet time when the original Contract was awarded. The Contractor shall have the burden of preparing and: submitting any necessary information to support and document any such rate adjustments. The County shall have the rightt to inspect, byi itself or by: an independent auditor, any pertinent financial records that document the need for: a rate adjustment using audit standards similar to the Federal procurement regulations. The County shall also have the right to modify the amount of a rate increase requested, modify the effective date ofa rate adjustment or to reject a rate increase petition forl lack ofj justification, D. In the event that any one rate adjustment petition for unforeseen changes in the operating costs of the processing or disposal facility, as set forth in paragraph Cabove, or the cumulative impact of several such rate adjustment petitions, resultsi ina aratei increase greater than 25 percento cofthel base tippingf feer undert this contract, the County at its discretion shall have thei right to solicit new Municipal Waste, processing and disposal service proposals and the right to terminate this Contract, ifi in the judgment of the County, more favorable processing and disposal contracts can be secured from other facilities. E.Allannual. rate: adjustments shalll be calculated on ylasatatpartgtlres Contractorsprocesing and disposal facility. All annual rate adjustments as set forth in - demonstrated and included with Form A represent the total tipping fee including any and all fees, taxes, and surcharges as described. Any fixed pass- through ora add-on surcharges or costs, such as the surcharge fort the recycling fund, post-closure trust fund and County or hostmunicipality benefit fee imposed on Pennsylvanial Facilities by Act1 101 orany othersurcharge or pass-through cost imposed by any host county or municipality, will be deducted from the maximum rate or tipping fee priorto calculating anya annual rate adjustment. 12. RESERVED County Administratiom/Regzines Surcharge Intheeventt thatl legislations should! bes enactedo duringthepetinioftiscomtadauthontangt the Countytoa assess fees or surcharges for the administration and implementation of its solid waste andu recycling programs the County reserves alls such rights and privilegest to negotiatea and collects suchf fees fromt the Contractor, IV. RECORD KEEPING AND REPORTING REGULATED WASTE 1.1 The Contractorwill bei required to install and maintain a scale to weigh all incoming waste to the contractor's Municipal Waste processing or disposal facility or, in the case ofat transfer station, to weigh all Municipal Waste delivered tot the County designated processing or disposal facilityl bythet transfer station. Thescale used to weigh Municipal Waste shall conform to the Weights and Measurement. Act of1965 (73 PS. sections 1651-1692) and applicable regulations thereunder; the operator of the scale shall be a licensed public weighmaster under the PubilicWeighmasters. Act (13 P.S. sections 1771-1796) and any regulations. 2. Daily Operational Records The Contractor shall make and maintain an operational log for each day that Municipal Waste is received, processed or disposed.. Atai minimum, the following information shall be recorded in the daily operational log: A. The total weight of each type ofMunicipal Waste received at thel Facility from all sources; B. The County from which the Solid Waste originated, orifthe waste originated from outside the: state, the state from which the waste originated; and C. Thei name of each wastel hauler or transporter delivering Municipal Waste to the Facility. 1.1 Loads from transfer facilities should be made distinguishable from those directlyl hauled. 3. Quarterly Operation) Reports The Contractor shall prepare and submit on forms approved by the County a quarterly operation report. The quarterly operation reports shall be submitted tot the County on orl before the 20th dayofApril,) July,Octoberand January of each year for the preceding three (3) month calendar period ending on the last day ofMarch, June, September and December, respectively. At a minimum, the following information shall be included in each quarterly operation report: A. The total weight of each type of Municipal Waste received from all sources within the County during each month ofthe quarterly reporting period; B.Thes names ofthe wastel haulers or transportersand. self-haulers that delivered wasergntnghumsoures in Butler County. cAs summary ofthe total weight of each type ofMunicipal Waste reçeived each month from each waste hauler ort transporter and self-hauler delivering waste originating from sources in Butler County; D.A: summary of the total weight of each type ofMunicipal Waste received each month from all waste haulers amdsalfhaulersdelvering waste originating from sourcesin ButlerCounty. Loads from transferfacilities: should be made distinguishable from those directly hauled; and E.A Contractorthat operates, orwhose parent company operates, a transfer station that receives Butler County municipal waste for transport to one of the designated facilities shall also submit a report from the transfer station showing: 1. The names of the waste haulers or transporters and self-haulers that delivered Municipal Waste originating from sources in Butler County. 2.Asummary ofthe total weight ofe eacht typeofMunicipal Waste received each month from each waste hauler or transporter and: self-hauler delivering waste originating from sources in Butler County. 3.' The total amount of tons of Butler County Municipal Waste transported from thet transfer station to each disposal facility designated in the Plan to receive waste from Butler County. Thei inbound and outbound tons ofl Butler County waste must reconcile, 4. Annual Operation) Report The Contractor shall prepare and submit on forms approved by the County an annual operation reportfor each calendaryear or other fiscal year approved bythe County. The annual operation reportshall be submitted tot the County on orbefore) June 30th of feach year unless an alternate submission datei is approved by the County.Ata minimum, the following information shall be included in the annual operational report: A. For Municipal Waste landfills, a description of the capacity or volume used during the past year and the remaining permitted capacityl based upon the annual topographics survey information; B.A current Certificate ofInsurance: as evidence of continuing insurance coverage for public liability insurance as required under the Contract; C.Forresourcer recovery or other Municipal Waste processing facilities, the name: and the location ofthel landfll disposal facilities where any bypassed wastes, unprocessible waste: and waste by-products, such asi incinerator ash, were ultimately disposed; D. Copies of all notices of violation, civil penalty assessments and/or administrative orders issued byt federal, state or countyregulatory: authorities to the owmer and/or operator ofthe Facility during they year; and E. Ifavailable to the Contractor, Certificate of good standing- from its bonding company. F. The annual operating reports that must be prepared and submitted to the DEP by Pennsylvania processing and disposal facilities (ore quraemtrguatyaey, in the state in whicht the faciityislocated) may constitute acceptable information for portions of the annual operating report for the purposes ofthe Contract, provided they are accompanied by completed and accurate forms approved by the County along with any required supporting information. 5. Administrativel Inspections Upon reasonable notice, and during regular business hours, the County andi its authorized representatives shall have access to Contractors' logs and records pertaining to the quantities and: sources ofMunicipal Waste fort the purpose ofverifying compliance with the terms and conditions ofthis Contract. 6. Speciall Reporting] Requirements The Contractor shall provide written notification to the County ofany permit modification applications for the following types of permit changes, on the same date the applicationi is first submitted to the Pennsylvania DEP (or equivalent regulatory agencyi in the state in which thei facilityi is located): A. Changes in the permitted site volume or capacity, B. Changes in thej permitted average and/or maximum daily waste volume orloading rates, C. Changes in the excavation contours or final contours, including the final elevations and: slopes, D. Changesi int the permitted acreage, and E. Changes in ownership. V.PUBLICI LIABILITY INSURANCE REQUIREMENTS 1. Insurancel Requirement The Contractor: shall be required to1 maintain in full force and effect throughout the term ofthe Contract, and any renewal or extension thereof a general liability insurance policy to provide continuous coverage against third party claims for property damage and personal injury, as specified in Chapter 271 ofthel DEP's Municipal Waste Management Regulations (Pennsylvania Bulletin, VoL. 18, No. 15, April 9, 1988) and the following section. The effective date ofther required insurancepolicys shalll be] priorto thei initiation ofanywaste, processingand disposal services under this Contract. Contractor shall cause County to be added as an additional insured on all policies ofinsurance: required under the terms ofthis Contract. 2. Proofo fofInsurance Coverage The Contractor shall be required to submit to the County proof of insurance coverage upon execution of the Contract. Atai minimum, the proof ofi insurance. shall consist ofa certificate ofinsurance which: A. States thei name oft thei insurance company, thei insured owner and facility covered byt the policy. B. Identifies the kinds of coverage provided by the policy and the amounts ofc coverage, exclusive oflegal costs, Cldentifiest thel beginning and ending dates fort the policy. D. Specifies that a minimum 60-day period written notice shall be given by the insurer to the County and the Owner, by certified mail, before any cancellation or other termination ofthe policyl becomes effective. E. States that the insurer is liable for payment on the policy without regard for thel bankruptcy or insolvency of the insured. F. Be signed bya an authorized agent ofthei insurance company. 3.) Maintenance of Insurance Coverage The Contractor shall be required to submit to the County a current certificate of insurance as evidence of continuous insurance coverage as part ofthea annual operation report required under the Contract. The annual certificate ofi insurance shall contain the same information and provisions as speclfied in the original proof of insurance certificate under the requirements oft the preceding paragraph. Failure to submit the required proof ofi insurance or to maintain the required minimum insurance coverages would be considered a default by the Contractori in accordance with the provisions oft the Contract. VI. NONDISCRIMINATION Neither the Contractor nor any subcontractor nor any person(s) acting on his behalf shall discriminate against any person because of race,s sex, age, creed, color, religion, national origin or any other protected category. VII. INDEMNIFICATION The Contractor ori its successors: and assign shalli indemnify: and savel harmless the County, their officers, agents, servantsand employees! fromanda against anyand: all suits, actions, legal proceedings, claims, demands, damages, costs, expenses anda attorney fees resulting from any willful or negligent act or omission of the Contractorori its successors ora assigns, its officers, agents, servants and employees in the performance ofthis Contract; provided however, that the Contractor or its successors and assigns shall not be liable for any suits, actions, legal proceedings, claims, demands, damages, costs, expenses and other attorney fees arising joute ofthe: award ofthis Contract or the willful or negligent act or omission ofthe County, their officers, agents, servants and employees. VIIL PERMITS The Contractor shall be responsible for obtaining any and all permits necessary for the construction and operation of the Municipal Waste processing and disposal facilities required to comply with the terms and conditions of the Contract, and any and all costs or expenses of obtaining such permits. Failure to obtain and maintain permits shall constitute al breach ofthis Contract IX. Right-to-Knowl Law Thel Pennsylvania Right-to-Knowi Law, 651 PS. S 67.101-3104, applies to this Contract. Unless the Contractor provides the Countyin writing, with the name and contact information ofanother person, the County shall notify the Contractor's Project Coordinator using the Contractor information provided by the Contractor in the legal contact information provided in this Contract, if the County needs the Contractor's assistance in any matter arising out ofthel Right-to-Knowi LAW ("RTKL"). The Contractorshall! notifythe County in writing of any changei in the name or the contacti information within a reasonable timej prior to the change. Upon notification from the Countyt that the County requires the Contractor's assistance! ini responding to a RTKL request for records in the Contractor's possession, the Contractor shall provide the County within 14 calendar days after receipt ofs such notification, access to, and copies of, any document or information in the Contractor's possession which arises out of the Contract that the County requests ("Requested Information") and provide such other assistance as the County may request in order to comply with the RTKL. Ifthe Contractor fails to provide the Requested Information within 14 calendar days after receipt ofs such request, the Contractor shall indemnify and hold the County harmless for any damages, penalties, detriment or harm that the County may incur under the RTKL as a result oft the Contractor's failure, including any statutory damages assessed against the County. The County's determination as to whether the Requested Information is a public record is dispositive of the question as between the parties. The Contractor agrees not to challenge the County's decision to deem the Requested Information as Public Record. Ifthe Contractor considers the Requested Information to include a request for: a' Trade! Secret or Confidential Proprietaryl Information, as those terms are defined by the RTKL, the Contractor will immediately notifyt the County, and will provide a written statement signed by: a representative ofthe Contractor explaining whythes requested material ise semptfompubicdidure underthel RTKLwithin seven (7) calendar days of receiving the request. If, upon review of the Contractor's written statement, the County still decides to provide the Requested Information, the Contractor will not challenge ori in any way hold the Countyl liable for such a decision. The County will reimburse the Contractor for any costs associated with complying with this provision only to the extenta allowed undert thef fee schedule established! bythe Office ofOpen Records or as otherwiseprovided! by the RTKL ifthe fee schedule! isi inapplicable. The Contractor agrees to abide by any decision to release a record to the public made by the Office of Open Records, or by the Pennsylvania Courts. The Contractor agrees to waive all rights or remedies that may be available to it as a result of the County's disclosure of Requested Information pursuant to the RTKL The Contractor's duties relating to the RTKL are continuing duties that survive the expiration of this Contract and shall continue: asl long as the Contractor has Requested Information in its possession. WITNESS the execution hereof, the parties expressly intending to be legally bound pursuant to the Uniform Written Obligations Act, 33 Pa, CS. S 6, Contractor and County have caused this contract to be executed by their respective duly authorized agents, as ofthe date and year first written. COUNTY OF BUTLER BOARD OF COMMISSIONERS CHAIR DATE Chairman Commissioner Commissioner (SEAL) ATTEST: Chief Clerk, CONTRACTOR CONTRACTOR: WITNESS; TITLE: Form A - Cost of Processing and Disposal Name of Facility_ Maximum' Tipping Fees Per Ton For Each Category of Waste The maximum tipping fee shall not exceed the posted gate rate. Include all applicable surcharges, fees, taxes from Legislation, Regulation, or Programs of State, Federal, County or Host Municipalities Show a breakdown ofthoset fees Int thef following table Indicate any annual escalators that will apply or attach a separate table demonstrating future rates. MSW Construction Sewage Sludge Approved Other Other Demolition ICW Base Tipping Fee (withoutt taxes, and other foes) ListName of Fee, Tax. Surcharge below. List Amount for Each! Fees. Taxes, Surcharges that will apply to! Butler County MSW Total Tipping Fee including all fees and surcharges Form B -Reserved Capacity FACILITY: Year MSW Only C&D Sludge Other Other Total 2025 Tons Per Dayl Tons Per Year 2026 Tons Per Day Tons Per Year 2027 Tons Per Day Tons Per Year 2028 Tons Per Day Tons Per Year 2029 Tons Per Day Tons Per Year 2030 Tons Per Day Tons Per Year 2031 Tons Per Day Tons Per Year 2032 Tons Per Day Tons Per Year 2033 Tons Per Day Tons Per Year 2034 Tons Per Day Tons Per Year 2035 Tons Per Day Tons Per Year 2036 - Tons Per Day Tons Per Year 2037 Tons Per Day Tons Per Year Form B - Part II Reserved Capacity Total Combined Quantities ofa all Accepted Categories ofl Municipal Waste YEAR TOTAL PERCENTAGE ANNUAL TONS OPERATING TONS PER DAY BUTLER Reserving Capacity Reserving DAYS Reserving MSW for % of Butler Capacity for Estimated Capacity for TONS MSW Annually (all #Tons Butler Annual #Tons Butier PER YEAR categories) MSW Annually Working Days MSW Daily (all categories) (all categories) (all categories) 2025 149,186 2026 148,968 2027 148,751 2028 148,534 2029 148,317 2030 148,090 2031 147,755 2032 147,420 2033 147,087 2034 146,754 2035 146,423 2036 145,975 2037 145,528 *Projectionswere: adjusted to account for) known discrepancies in) PADEP: annual facilityreports Operating hours from to, Monday through Friday and from to on Saturdays, Indicate tons ofButler County Municipal Waste donated by Contractor per year for non-profit activities including buti not limited to road adoptions and open dump clean-ups: tons Notices All notices, demands, requests, and other communications under this contract shall be delivered to: Contractor: Address: Attention: With a copy to: Attention: Property & Revenue 1. Approval of settlement of230 E Jefferson LLC assessment appeal, Case No. 2024-40316 2. Approval of settlement of230 E Jefferson LLC assessment appeal, Case No. 2024-40317 3. Approval of settlement of Rise Opportunities II LLC assessment appeal, Case No. 2024- 40313 4. Approval of settlement of Silver Grouse LLC assessment appeal, Case No. 2024-40353 Approval to sell the following five properties from the Repository list, with authorization for the Chairman to sign: A. Parcel #020-1F120-6-0001, Allegheny Township, currently in the name of Greg R Whittenberger & Took Enter LLC to Tiffany Riley for a bid of $600.00. B. Parcel #052-28-170-0000, Butler Township, Ward 2, currently in the name of Hazlett & McCollough to Ian McCue for a bid of $600.00. C. Parcel #052-29-A190-0000, Butler Township, Ward 2, currently in the name of Roy M Greenawalt to Daniel P Stutz for a bid of$1,050.00. D. Parcel #561-29-111-0000, Butler City, Ward 1, currently in the name of Calvin L. & Gladys E Fair to Daniel P Stutz for a bid of $600.00. E. Parcel #561-37-223-0000, Butler City, Ward 1, currently in the name ofLois J Patton to Dustin Kepple for a bid of$600.00. Presented at April 9, 2025 Public Meeting SETTLED ASSESSMENT APPEALS CASE APPELLANT ORIGINAL FAIR MARKET VALUE NEW FAIR MARKET VALUE NUMBER 230 E Jefferson LLC $3,970,781(Note: 2024-40317 $286,875 562-9-230-0000) previously exempt) 230 E Jefferson LLC 2024-40316 $245,297 $78,125 562-7-31-0000) Rise Opportunities II LLC 2024-40313 $20,537,500 $14,300,000 Silver Grouse LLC 2024-40353 $259,531 $200,000 RESOLUTION NO. 2025-05 RESOLUTION CERTIFYING THE LOCAL MATCH FOR BUTLER TRANSIT AUTHORITY The County of Butler resolves and certifies that the operating and capital financial assistance of $34,890.00 provided is needed for the Butler Transit Authority in Fiscal Year July 1, 2025 - June 30, 2026 or in a subsequent fiscal year to help pay for projected operating or capital expenses, including asset maintenance costs; and that these funds can be used for asset or capital, improvements projects; and that any funds not used this Fiscal Year will be retained and used for operating and capital requested assistance in a subsequent fiscal year(s). Further, the County of Butler resolves and certifies that the local matching funds of no less than $34,890.00* will be secured no later than the end of Fiscal Year July 1, 2025- June 30, 2026. Source of matching funds: County of Butler $34,890.00 DULY ADOPTED at a public meeting of the Board of Butler County Commissioners this 9th day of April, 2025. ATTEST: BOARD OF COMMISSIONERS Lori E. Altman Leslie A. Osche, Chairman Human Resources Director/Chief Clerk Kimberly D. Geyer, Vice Chairman Kevin E. Boozel, M.S., Secretary Sources of Matching Funds: County of Butler $10,000.00 Butler Township (BHS) $4,630.00 Butler Township (SPHS Care Center) $4,630.00 Jackson Township $7,500.00 Center Township (VA) $4,630.00 Evans City Borough $3.500.00 TOTAL $34,890.00 *Amount must equal Total Local Matching Funds entered in the Consolidated Operating Application (COA) Local Match Summary RESOLUTION NO. 2025-06 RESOLUTION CERTIFYING THE LOCAL MATCH FOR SECTION 1513 FUNDS FOR THE STATE OPERATING FINANCIAL ASSISTANCE FOR BUTLER TRANSIT AUTHORITY The County of Butler resolves and certifies that the operating financial assistance of $73,757.00 provided pursuant to 74 Pa.C.S. $1513 is needed for the Butler Transit Authority in Fiscal Year July 1, 2025 - June 30, 2026 or in a subsequent fiscal year to help pay for projected operating expenses, including asset maintenance costs; and that these funds will be used for this purpose only, because these funds are ineligible to be used for asset, or capital, improvements projects; and that any funds not used this Fiscal Year will be retained and used only for operating assistance in a subsequent fiscal year(s). Further, the County of Butler resolves and certifies that the required local matching funds of no less than $73,757.00* will be secured no later than the end of Fiscal Year July 1, 2025 - June 30, 2026 to match the requested Section 1513 funds. Sources of matching funds: County of Butler $73,757 DULY ADOPTED at a public meeting of the Board of Butler County Commissioners this 9th day of April, 2025. ATTEST: BOARD OF COMMISSIONERS Lori E. Altman Leslie A. Osche, Chairman Human Resources Director/Chief Clerk Kimberly D. Geyer, Vice Chairman Kevin E. Boozel, M.S., Secretary *Amount must equal Total Local Matching Funds entered on the Consolidated Operating Application (COA) Local Match Summary form. BUTLER COUNTY COMMISSIONERS RATIFICATION OF PERSONNEL TRANSACTIONS April 09, 2025 Area Agency on Aging MURTHA, Sarah E. 04/08/2025 Snr Cntr Program Asst/less than 1,248 hrs. $17.7986/hr. (Rep. M. Reitemeyer) NO BENEFITS RETIREMENT Children & Youth Services FAIR, Daniel L. Jr. 04/07/2025 Internal Auditor I/F.T. $20.7191/hr. (Rep. J. Stutz) NO BENEFITS FOR 90 DAYS RETIREMENT Parks & Recreation YODER, Jeffrey A. 04/06/2025 Maintenance Worker/500 hr. $13.5000/hr. (Rep. D. Dillon) NO BENEFITS NO RETIREMENT Submitted: 04/04/2025 by KG BUTLER COUNTY NOTICE OF ACTION TAKEN BY ELECTED OFFICIALS April 09, 2025 Judicial/Court, Administration (by President Judge Dr. S. Michael Yeager) RANDOLPH, Anna C. 04/07/2024 Judicial Law Clerk/F.T. *Grade 11 (Rep. K. Hoffman) ($63,36949.88.71729) $69,706.44 BENEFITS PER POLICY RETIREMENT Submitted: 04/04/2025 by KG